0000828972-14-000033 Sample Contracts

AMENDMENT TO FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 14th, 2014 • Prudential Variable Contract Account Gi-2
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AMENDMENT TO FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 14th, 2014 • Prudential Variable Contract Account Gi-2

THIS AMENDMENT (the "NSCC Services Amendment") TO THE FUND PARTICIPATION AGREEMENT is made as of this 12 day of March, 2014 by and between THE PRUDENTIAL INSURANCE COMPANY OF AMERICA (the "Company"), T. ROWE PRICE INTERNATIONAL SERIES, INC. and T. ROWE PRICE EQUITY SERIES, INC. (each hereinafter referred to as the "Fund") and T. ROWE PRICE INVESTMENT SERVICES, INC. ("Underwriter"). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).

4th AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 14th, 2014 • Prudential Variable Contract Account Gi-2

This 4th Amendment, entered into as of the 20th day of February, 2014, to the Participation Agreement dated March 13, 2007, and amended on December 4, 2012, June 25, 2007 and March 13, 2007 by and among THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey life insurance company (“Company”) (on behalf of itself and its Separate Accounts, as defined in the Participation Agreement); and FIDELITY DISTRIBUTORS CORPORATION (“Underwriter”) a Massachusetts corporation; and each of VARIABLE INSURANCE PRODUCTS FUND, VARIABLE INSURANCE PRODUCTS FUND II, VARIABLE INSURANCE PRODUCTS FUND III, VARIABLE INSURANCE PRODUCTS FUND IV AND VARIABLE INSURANCE PRODUCTS FUND V (each a “Fund”), hereby amend the Participation Agreement (“Agreement”) as follows:

Amendment No. 2 to
Participation Agreement • April 14th, 2014 • 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" or "us"), The Pruco Life Insurance Company, The Pruco Life Insurance Company ofNew Jersey and The Prudential Insurance Company of America (together the "Company" or "you"), and Prudential Investment Management Services LLC and Pruco Securities LLC, your distributors, on your behalf and on behalf of certain Accounts, have previously entered into an Amended and Restated Participation Agreement dated February 1, 2007, and subsequently amended June 5, 2007 (the "Agreement"). The parties now desire to amend the Agreement by this amendment (the "Amendment").

AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 14th, 2014 • Prudential Variable Contract Account Gi-2

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:

BUSINESS TRAVEL ACCIDENT SPECIAL RISK REINSURANCE AGREEMENT
Accident Special Risk Reinsurance Agreement • April 14th, 2014 • 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 Interests and Liabilities Agreements attaching to and forming a part of this Agreement (hereinafter called the "Reinsurers") of the other part.

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