0001193125-11-102438 Sample Contracts

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.

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FUND PARTICIPATION AGREEMENT The Prudential Insurance Company of America, Advanced Series Trust, AST Investment Services, Inc., and Prudential Investments LLC April 28, 2008
Participation Agreement • April 19th, 2011 • Prudential Variable Contract Account Gi-2 • New Jersey

THIS AGREEMENT, made and entered as of the 28th day of April, 2008, 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 its separate accounts (the “Accounts”); ADVANCED SERIES TRUST, an open-end management investment company organized under the laws of Massachusetts (the “Fund”); AST INVESTMENT SERVICES, INC., a Connecticut corporation (“ASTISI”); and PRUDENTIAL INVESTMENTS LLC, a New York limited liability company (“PI,” and together with ASTISI, the “Advisers” and each an “Adviser”).

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