Prudential Variable Contract Account Gi-2 Sample Contracts

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Amended and Restated Participation Agreement
Participation Agreement • April 15th, 2020 • Prudential Variable Contract Account Gi-2 • California

Each Class 2 Portfolio named on Schedule C of this Agreement is eligible to receive a maximum annual payment rate of 0.25% stated as a percentage per year of that Portfolio’s Class 2 average daily net assets, pursuant to the terms and conditions referenced below under its Class 2 Rule 12b-1 Distribution Plan.

PARTICIPATION AGREEMENT Among THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, PIMCO VARIABLE INSURANCE TRUST, and ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC
Participation Agreement • April 15th, 2020 • Prudential Variable Contract Account Gi-2 • California

THIS AGREEMENT, dated as of the 20th day of February, 2007, by and among The Prudential Insurance Company of America, (the “Company”), a New Jersey insurance company, on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A hereto as may be amended from time to time (each account hereinafter referred to as the “Account”), PIMCO Variable Insurance Trust (the “Fund”), a Delaware statutory trust, and Allianz Global Investors Distributors LLC (the “Underwriter”), a Delaware limited liability company.

PARTICIPATION AGREEMENT
Participation Agreement • April 15th, 2020 • Prudential Variable Contract Account Gi-2 • Massachusetts

THIS AGREEMENT, dated as of the 1st day of January, 2007 by and among THE PRUDENTIAL INSURANCE COMPANY OF AMERICA (the “Company”), a New Jersey life insurance company, on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A hereto as may be amended from time to time (each separate account hereinafter referred to as the “Account”), DWS VARIABLE SERIES I, DWS VARIABLE SERIES II and DWS INVESTMENTS VIT FUNDS (individually, a “Fund”), each a Massachusetts business trust created under a Declaration of Trust, as amended, DWS SCUDDER DISTRIBUTORS, INC. (the “Underwriter”), a Delaware corporation, and DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC. and DEUTSCHE ASSET MANAGEMENT, INC., each a Delaware corporation (collectively, the “Adviser”). The parties agree that a single document is being used for ease of administration and that this Agreement shall be treated as if it were a separate agreement with respect to each Fund, and each series thereof,

FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 13th, 2018 • Prudential Variable Contract Account Gi-2 • New Jersey

THIS AGREEMENT, made and entered into as of this 1st day of May, 2005, by and Among PRUDENTIAL INSURANCE COMPANY OF AMERICA (the “Company”). A New Jersey life insurance company, on its own behalf and on behalf of its separate accounts (the “Accounts”); THE PRUDENTIAL SERIES FUND, INC., an open-end management investment company organized under the laws of Maryland (The “Fund”); PRUDENTIAL INVESTMENTS LLC (the “Advisor”), a Delaware limited liability company; and PRUDENTIAL INVESTMENT MANAGEMENT SERVICES LLC (the “Distributor”), a Delaware limited liability company.

FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 15th, 2020 • Prudential Variable Contract Account Gi-2 • Massachusetts

This Fund Participation Agreement (the “Agreement”), effective as of 8th day of March, 2007, is made by and among The Prudential Insurance Company of America ( “Company”), JPMorgan Insurance Trust (the “Trust”), the Trust’s investment advisor, JPMorgan Investment Advisors Inc. (the “Adviser”), and the Trust’s administrator, JPMorgan Funds Management, Inc. (the “Administrator”).

PARTICIPATION AGREEMENT AMONG
Participation Agreement • April 15th, 2020 • Prudential Variable Contract Account Gi-2 • Massachusetts

THlS AGREEMENT, made and entered into this 11 day of April 1997, by and among MFS VARIABLE INSURANCE TRUST, a Massachusetts business trust (the "Trust"), PRUDENTIAL INSURANCE COMPANY OF AMERICA, an insurance company organized under the laws of the state of New Jersey (the "Company"), on its own behalf and on behalf of each of the segregated asset accounts of the Company set forth in Schedule A hereto, as may be amended from time to time (the "Accounts"), and MASSACHUSETTS FINANCIAL SERVICES COMPANY, a Delaware corporation ("MFS").

BROKER DEALER SELLING AGREEMENT
Broker Dealer Selling Agreement • April 19th, 2007 • Prudential Variable Contract Account Gi-2 • New Jersey

This Broker-Dealer Selling Agreement (hereinafter “Agreement”) is made by and between PRUCO SECURITIES, LLC (hereinafter “Distributor”), The Prudential Insurance Company of America (hereinafter “Prudential”), Pruco Life Insurance Company (hereinafter “PLIC) and Pruco Life Insurance Company of New Jersey (hereinafter “PLNJ”), (hereinafter, the preceding three entities referred to collectively as the “Company”), and Broker Dealer (hereinafter "Broker-Dealer"), and together with Broker-Dealer’s duly licensed affiliates set forth on the Schedule A, attached hereto and made a part hereof (hereinafter the “Affiliates”)

WITNESSETH:
Broker Agreement • January 27th, 1997 • Prudential Variable Contract Account Gi-2 • New Jersey
WITNESSETH:
Distribution Agreement • January 27th, 1997 • Prudential Variable Contract Account Gi-2 • New Jersey
SHAREHOLDER INFORMATION AGREEMENT
Shareholder Information Agreement • April 15th, 2020 • Prudential Variable Contract Account Gi-2 • New Jersey

by and between AllianceBernstein Investor Services, Inc. (the "Fund") and The Prudential Insurance Company of America, Pruco Life Insurance Company, and Pruco Life Insurance Company of New Jersey (the "Intermediary"), with an effective date of October 16, 2007. Prior to the effective date of this Shareholder Information Agreement, the Fund and the Intermediary agree that any request made to the Intermediary by the Fund for shareholder transaction information, and the Intermediary's response to such request, shall be governed by whatever practices the Fund and the Intermediary had utilized in the absence of a formal agreement, if any, to govern such requests.

SHAREHOLDER INFORMATION AGREEMENT
Shareholder Information Agreement • April 13th, 2018 • Prudential Variable Contract Account Gi-2 • New Jersey

THIS SHAREHOLDER INFORMATION AGREEMENT (the "'Agreement") entered into as of April 16, 2007 by and between The Prudential Series Fund and The Prudential Insurance Company of America on its own behalf and on behalf of its separate accounts investing in The Prudential Series Fund, with an effective date of October 16, 2007 (the "Effective Date").

FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 14th, 2017 • Prudential Variable Contract Account Gi-2 • New York

THIS AGREEMENT is executed as of February __22___, 2016, and effective as of March 1, 2016 (the “Effective Date”), by and among BLACKROCK VARIABLE SERIES FUNDS, INC. an open-end management investment company organized as a Maryland corporation (the “Fund”), BLACKROCK INVESTMENTS, LLC (“BRIL” or the “Underwriter”), a broker-dealer registered as such under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and The Prudential Insurance Company of America ( the “Company”), on its own behalf and on behalf of each separate account of the Company set forth on Schedule A, as may be amended from time to time (each separate account hereinafter referred to individually as a Separate Account” and collectively as the “Separate Accounts”).

SHAREHOLDER INFORMATION AGREEMENT
Shareholder Information Agreement • April 13th, 2018 • Prudential Variable Contract Account Gi-2 • New Jersey
AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 15th, 2020 • Prudential Variable Contract Account Gi-2

Effective May 1, 2013, the Participation Agreement (the "Agreement"), dated April 25, 1997, by and among Prudential Life Insurance Company of America ("Company") , T. Rowe Price International Series, Inc., T. Rowe Price Equity Series, Inc. and T. Rowe Price Investment Services, Inc. (collectively, the "Parties") is hereby amended as follows:

PARTICIPATION AGREEMENT AMONG AND PRUDENTIAL INSURANCE COMPANY OF AMERICA
Participation Agreement • April 15th, 2020 • Prudential Variable Contract Account Gi-2 • Maryland

THIS AGREEMENT, made and entered into as of this 1st day of March, 1997 by and among Prudential Insurance Company of America (hereinafter, the “Company”), a New Jersey insurance company, on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A hereto as may be amended from time to time (each account hereinafter referred to as the “Account”), and the undersigned funds, each, a corporation organized under the laws of Maryland (each hereinafter referred to as the “Fund”) and T. Rowe Price Investment Services, Inc. (hereinafter the “Underwriter”), a Maryland corporation.

SHAREHOLDER INFORMATION AGREEMENT
Shareholder Information Agreement • April 13th, 2018 • Prudential Variable Contract Account Gi-2 • New Jersey

SHAREHOLDER INFORMATION AGREEMENT entered into as of March 12, 2007 by and between Janus Services LLC, Janus Distributors LLC, Janus Capital Management LLC, and Janus Aspen Series (Collectively, the “Fund Agent”) and The Prudential Insurance Company of America, Pruco Life Insurance Company, and Pruco Life Insurance Company of New Jersey (the “Intermediary”), with an effective date of October 16, 2007. Prior to the effective date of this Shareholder Information Agreement, the Fund Agent and the Intermediary agree that any request made to the Intermediary by the Fund Agent for shareholder transaction information, and the Intermediary’s response to such request, shall be governed by whatever practices the Fund Agent and the Intermediary had utilized in the absence of a formal agreement, if any, to govern such requests.

AMENDMENT TO FUND PARTICIPATION AGREEMENTS Janus Aspen Series (Institutional and Service Shares)
Prudential Variable Contract Account Gi-2 • April 15th, 2020

This Amendment (the “Amendment”) to the Agreements (as defined below) is made as of May 29, 2014 between Janus Aspen Series (the “Trust”), Janus Capital Management LLC (the “Adviser”) (with respect to Institutional Shares only), and Pruco Life Insurance Company, Pruco Life Insurance Company of New Jersey, and Prudential Insurance Company of America (individually or collectively, the “Company”).

SHAREHOLDER INFORMATION AGREEMENT
Shareholder Information Agreement • April 13th, 2018 • Prudential Variable Contract Account Gi-2 • New Jersey

SHAREHOLDER INFORMATION AGREEMENT entered into as of April 16, 2007 by and between MFS Fund Distributors, Inc. (“MFD”) and The Prudential Insurance Company of America, Pruco Life Insurance Company, and Pruco Life Insurance Company of New Jersey (the “Intermediary”), with an effective date of October 16, 2007. Prior to the effective date of this Shareholder Information Agreement, MFD and the Intermediary agree that any request made to the Intermediary on behalf of an MFS Fund for shareholder transaction information, and the Intermediary’s response to such request, shall be governed by whatever practices the MFS Fund’s agent(s) and the Intermediary had utilized in the absence of a formal agreement, if any, to govern such requests.

BUSINESS TRAVEL ACCIDENT QUOTA SHARE REINSURANCE AGREEMENT
Share Reinsurance Agreement • April 19th, 2011 • Prudential Variable Contract Account Gi-2

THIS AGREEMENT is made and entered into by and between PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey corporation, and/or any subsidiaries or affiliated companies (hereinafter called the "Company") of the one part, and the various Reinsurers as identified by the Participation Pages attaching to and forming a part of this Agreement (hereinafter called the "Reinsurers") of the other part.

FIRST AMENDMENT TO INVESTMENT ACCOUNTING AGREEMENT
Investment Accounting Agreement • April 30th, 2010 • Prudential Variable Contract Account Gi-2

THIS FIRST AMENDMENT TO INVESTMENT ACCOUNTING AGREEMENT (the "Amendment") is made and entered into as of June 1, 1997 by and among THE PRUDENTIAL INSURANCE COMPANY OF AMERICA ("Company"), a New Jersey corporation, and INVESTORS FIDUCIARY TRUST COMPANY, a Missouri trust company ("IFTC").

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BROKER-DEALER AGREEMENT
Broker-Dealer Agreement • April 19th, 2011 • Prudential Variable Contract Account Gi-2 • New Jersey

Prudential Investment Management Services LLC (“PIMS”), located at Three Gateway Center, 14th Floor, Newark, New Jersey 07102-4077, and . (“Broker”) [Address] hereby enter into this agreement (“Agreement”) pursuant to which Broker will provide services to PIMS in connection with the sale of certain corporate-owned and/or trust-owned group variable life insurance contracts (“COLI/TOLI Contracts”) issued by The Prudential Insurance Company of America (“Prudential”). These COLI/TOLI Contracts cover both registered and private placement COLI/TOLI products.

DISTRIBUTION AGREEMENT
Distribution Agreement • December 21st, 2006 • Prudential Variable Contract Account Gi-2 • New Jersey

AGREEMENT made this day of , 200 , by and between The Prudential Insurance Company of America, a New Jersey corporation (“Company”), on its own behalf and on behalf of the Prudential Variable Contract Account GI-2 (“Account”), and Pruco Securities, LLC, a New Jersey corporation (“Distributor”).

Business Travel Accident Special Risk Reinsurance Contract Effective: May 1, 2019 The Prudential Insurance Company of America a New Jersey corporation and/or any subsidiaries or affiliated companies
Prudential Variable Contract Account Gi-2 • April 15th, 2020 • New Jersey

The parties hereto agree as hereinbelow, in consideration of the mutual covenants contained in the following Articles and attached Exhibits and upon the terms and conditions set forth therein:

AMENDMENT No. 3 TO FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 15th, 2020 • Prudential Variable Contract Account Gi-2

The undersigned hereby amend the Fund Participation Agreement dated March 8, 2007 (the " Agreement") between The Prudential Insurance Company of America ("Company"), JPMorgan Insurance Trust (the "Trust"), the Trust's investment advisor, JPMorgan Investment Management Inc. (the “Adviser"), and the Trust's administrator, JPMorgan Funds Management, Inc. (the " Administrator'') by:

Amendment No. 1
Prudential Variable Contract Account Gi-2 • April 15th, 2020

Amendment No. I to the Fund Participation Agreement ("Agreement") between The Prudential Insurance Company of America ("Insurance Company''), Lazard Asset Management Securities LLC ("LAM") and Lazard Retirement Series, Inc. (the "Fund") dated July 1, 1997.

WITNESSETH:
Distribution Agreement • April 29th, 1997 • Prudential Variable Contract Account Gi-2 • New Jersey
AMENDMENT TO FUND PARTICIPATION AGREEMENTS Janus Aspen Series (Institutional and Service Shares)
Prudential Variable Contract Account Gi-2 • April 15th, 2020

This Amendment (the "Amendment") to the Agreements (as defined below) is made as of May 29, 2014 between Janus Aspen Series (the "Trust"), Janus Capital Management LLC (the "Adviser") (with respect to Institutional Shares only), and Pruco Life Insurance Company, Pruco Life Insurance Company of New Jersey, and The Prudential Insurance Company of America (individually or collectively, the "Company").

Participation Agreement Addendum Effective as of May 1, 2011 Franklin Templeton Variable Insurance Products Trust Franklin/Templeton Distributors, Inc. The Pruco Life Insurance Company The Pruco Life Insurance Company of New Jersey The Prudential...
Participation Agreement • April 25th, 2012 • Prudential Variable Contract Account Gi-2

Franklin Templeton Variable Insurance Products Trust (the "Trust"), Franklin/Templeton Distributors, Inc. (the "Underwriter," and together with the Trust, "we," "our," or "us"), The Pruco Life Insurance Company, The Pruco Life Insurance Company of New Jersey, The Prudential Insurance Company of America, and Prudential Investment Management Services LLC, Prudential Annuities Distributors, Inc. and Pruco Securities LLC, your distributors (collectively, the "Company" "you" or "your"), on your behalf and on behalf of certain Accounts, (individually a "Party", collectively, the "Parties") have previously entered into a Participation Agreement dated February 1,2007, as amended (the "Agreement").

SHAREHOLDER INFORMATION AGREEMENT
Shareholder Information Agreement • April 19th, 2007 • Prudential Variable Contract Account Gi-2

WHEREAS, Intermediary either is (i) a “financial intermediary” with respect to the Funds, as such term is defined in Rule 22c-2 under the Investment Company Act of 1940 (“Rule 22c-2”), or (ii) an agent of one or more such financial intermediaries (in the event the undersigned is an agent, then the term “Intermediary” as used herein shall refer to each financial intermediary for which the undersigned Intermediary serves as agent for purposes of this Agreement; a list of such financial intermediaries is attached hereto as Exhibit A which shall be amended in writing by agent on an as needed basis); and

AMENDMENT NO. 8 TO PARTICIPATION AGREEMENT
Participation Agreement • April 15th, 2020 • Prudential Variable Contract Account Gi-2

The Participation Agreement made and entered into as of the 11th day of April 1997 by and among MFS Variable Insurance Trust ("Trust"), Prudential Insurance Company of America ("Company"), and Massachusetts Financial Services Company ("MFS"), as amended to date (the "Participation Agreement"), is hereby amended as follows effective March 28th, 2015:

FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 15th, 2020 • Prudential Variable Contract Account Gi-2 • New York

THIS AGREEMENT, made as of the 9th day of March, 2007, by and between NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST (“TRUST”), NEUBERGER BERMAN MANAGEMENT INC. (“NB MANAGEMENT”), a New York corporation, and THE PRUDENTIAL INSURANCE COMPANY OF AMERICA (“LIFE COMPANY”), a life insurance company organized under the laws of the State of New Jersey.

FUND PARTICIPATION AGREEMENT
Janus Aspen Series • April 15th, 2020 • Prudential Variable Contract Account Gi-2 • Colorado

THIS AGREEMENT is made this 15th day of April, 1997, between JANUS ASPEN SERIES, an open-end management investment company organized as a Delaware business trust (the "Trust"), JANUS CAPITAL CORPORATION, a Colorado corporation (the "Adviser"), and PRUDENTIAL INSURANCE COMPANY OF AMERICA, a life insurance company organized under the laws of the State of New Jersey (the "Company"), on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A, as may be amended from time to time (the "Accounts").

THIRD FUND PARTICIPATION AGREEMENT AMENDMENT
Prudential Variable Contract Account Gi-2 • April 15th, 2020
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