0000828972-20-000018 Sample Contracts

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.

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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 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").

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.

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.

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”).

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.

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").

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
Amendment No. 4 to Amended and Restated Participation Agreement
Participation Agreement • April 15th, 2020 • 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 of New Jersey and The Prudential Insurance Company of America (together the “Company” or “you”), and Prudential Investment Management Services LLC, Prudential Annuities Distributors, Inc. 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, May 1, 2008 and December 21, 1012 (the “Agreement”). The parties now desire to amend the Agreement by this amendment (the “Amendment”).

AMENDMENT NO. l DATED AS OF DECEMBER 7, 2007 PARTICIPATION AGREEMENT
Participation Agreement • April 15th, 2020 • Prudential Variable Contract Account Gi-2

THIS AMENDMENT, made and entered into as of December 7, 2007, to the Participation Agreement dated as of February 1, 2007, by and among The Prudential Insurance Company of America, a New Jersey life insurance company ("Insurer") (on behalf of itself and its "Separate Account," defined below); AllianceBemstein LP., a Delaware limited partnership ("Adviser"), the investment adviser of AllianceBernstein Variable Products Series Fund, Inc. (the "Fund''); and AllianceBernstein Investments, Inc., a Delaware corporation ("Distributor"), the Fund's principal underwriter (collectively, the "Parties"), hereby amends the Participation Agreement as follows:

Amendment to Participation Agreement
Participation Agreement • April 15th, 2020 • 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 of New 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 a Participation Agreement dated February 1, 2007, as amended (the "Agreement"). The parties now desire to amend the Agreement by this amendment (the "Amendment").

BROKER AGREEMENT
Broker Agreement • April 15th, 2020 • Prudential Variable Contract Account Gi-2 • New Jersey

This Broker Agreement (“Agreement”) is made and entered into this day of , 2016, by and between Prudential Investment Management Services LLC ("Distributor"), a Delaware limited liability company, and ("Broker"), a corporation.

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AMENDMENT NO. 1 TO FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 15th, 2020 • Prudential Variable Contract Account Gi-2

INVESTMENT SERVICES,INC. ("ACIS"). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).

FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 15th, 2020 • Prudential Variable Contract Account Gi-2
AMENDMENT NO. 1
Participation Agreement • April 15th, 2020 • Prudential Variable Contract Account Gi-2

The Amended and Restated Participation Agreement (the "Agreement"), dated January 31, 2007, by and among AIM Variable Insurance Funds, a Delaware trust ("AVIF''); A IM Distributors, Inc., a Delaware corporation ("AIM"); and The Prudential Insurance Company of America ("Prudential"), a New Jersey life insurance company, on behalf of itself and each of its segregated asset accounts listed in Schedule A hereto, as the parties hereo may amend from time to time (each, an "Account,") and collectively, the "Accounts")(collectively, the "Parties"), is hereby amended as follows:

AMENDED AND RESTATED PARTICIPATION AGREEMENT BY AND AMONG AIM VARIABLE INSURANCE FUNDS, A I M DISTRIBUTORS, INC., AND THE PRUDENTIAL INSURANCE COMPANY OF AMERICA ON BEHALF OF ITSELF AND ITS SEPARATE ACCOUNTS
Participation Agreement • April 15th, 2020 • Prudential Variable Contract Account Gi-2 • Delaware

THIS AGREEMENT, made and entered into as of the 31st day of January, 2007 (“Agreement”), by and among AIM Variable Insurance Funds, a Delaware trust (“AVIF”); A I M Distributors, Inc., a Delaware corporation (“AIM”); and The Prudential Insurance Company of America (“Prudential”), a New Jersey life insurance company, on behalf of itself and each of its segregated asset accounts listed in Schedule A hereto, as the parties hereto may amend from time to time (each, an “Account,” and collectively, the “Accounts”) (collectively, the “Parties”).

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

The Amended and Restated Participation Agreement (the "Agreement"), dated January 31, 2007, by and among AIM Variable Insurance Funds, a Delaware trust ("AVIF''); Invesco Aim Distributors, Inc., a Delaware corporation (“AIM”); and The Prudential Insurance Company of America ("Prudential"), a New Jersey life insurance company, on behalf of itself and each of its segregated asset accounts listed in Schedule A hereto, as the parties hereto may amend from time to time (each, an "Account,") and collectively, the "Accounts")(collectively, the "Parties"), is hereby amended as follows:

Amendment No. 3 to Amended and Restated Participation Agreement
Participation Agreement • April 15th, 2020 • 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 of New Jersey and The Prudential Insurance Company of America (together the “Company” or “you”), and Prudential Investment Management Services LLC, Prudential Annuities Distributors, Inc. 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 and May 1, 2008 (the “Agreement”). The parties now desire to amend the Agreement by this amendment (the “Amendment”).

AMENDMENT NO. 2 DATED AS OF April 19, 2012 PARTICIPATION AGREEMENT
Participation Agreement • April 15th, 2020 • Prudential Variable Contract Account Gi-2

THIS AMENDMENT NO. 2, made and entered into as of April 19, 2012, to the Participation Agreement dated as of February 1, 2007, as amended December 7, 2007, by and among The Prudential Insurance Company of America, a New Jersey life insurance company (“Insurer”) (on behalf of itself and its Separate Accounts, as defined in the Participation Agreement); AllianceBernstein L.P., a Delaware limited partnership (“Adviser”), the investment adviser of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”); and AllianceBernstein Investments, Inc., a Delaware corporation (“Distributor”), the Fund’s principal underwriter (collectively, the “Parties”), hereby amends the Participation Agreement as follows:

Amendment #2 to Participation Agreement
Participation Agreement • April 15th, 2020 • Prudential Variable Contract Account Gi-2

This Amendment #2 to that certain Participation Agreement ("Agreement"), dated February 20, 2007, by and among PIMCO Variable Insurance Trust (the "Fund"), PIMCO Investments LLC (the "Underwriter") and The Prudential Insurance Company of America (the "Company") is effective this 31st day of March, 2011.

SIXTH AMENDMENT TO THE FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 15th, 2020 • Prudential Variable Contract Account Gi-2
FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 15th, 2020 • Prudential Variable Contract Account Gi-2

WHEREAS. the Company offers to the public certain group variable annuity contracts and group variable life insurance contracts (the "Contracts"): and

Amendment No. 3 to Participation Agreement
Participation Agreement • April 15th, 2020 • Prudential Variable Contract Account Gi-2

This Amendment No.3 to that certain Participation Agreement dated February 20, 2007 ("Agreement"), as amended from time to time, by and among PIMCO Variable Insurance Trust (the "Fund"), PIMCO Investments LLC (the "Underwriter") and The Prudential Insurance Company of America (the "Company") is effective this 4th day June, 2012.

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

The undersigned hereby amend their Participation Agreement dated April 11, 1997, and amended on January 1, 1998 and January 1, 2000, (the "Agreement") by:

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