AGREEMENT FOR THE SALE OF THE VCA-2 CONTRACTS
AGREEMENT dated as of January 1, 1997, among THE PRUDENTIAL INSURANCE COMPANY OF
AMERICA ("Prudential"), a New Jersey corporation, THE PRUDENTIAL VARIABLE
CONTRACT ACCOUNT-2 ("VCA-2"), a separate account of Prudential registered as an
open-end, diversified management investment company under the Investment Company
Act of 1940, and PRUDENTIAL INVESTMENT MANAGEMENT SERVICES LLC ("PIMS"), a
wholly-owned direct subsidiary of Prudential registered as a broker-dealer under
the Securities Exchange Act of 1934.
WHEREAS, VCA-2 serves as the funding medium for such variable contracts
issued by Prudential as may be designated by Prudential as participating therein
(the "Contracts"); and
WHEREAS, Prudential and VCA-2 desire that PIMS provide sales and
distribution services for the Contracts;
NOW, THEREFORE, in consideration of the promises and mutual considerations
provided here, and intending to be legally bound hereby, the parties hereto
agree as follows:
1. PIMS will provide sales and distribution services (the "Services") for
the Contracts.
2. In exchange for the Services, Prudential shall compensate PIMS in an
amount equal to the commissions and other expenses incurred by PIMS in
connection with the Services.
3. Amounts retained by Prudential from the payment of the front-end sales
charge under the Contracts shall be applied to the payments to be made by
Prudential to PIMS for the Services. The front-end sales charge shall be
described in the prospectus for the sale of the Contracts. To the extent that
the front-end sales charge does not cover the payments to be made by Prudential
to PIMS for the Services, the difference will be made up from Prudential's
surplus.
4. This agreement shall be approved by the affirmative vote of the VCR-2
Committee, including the specific approval of a majority of the members of the
Committee who are not persons affiliated with VCA-2, or by a majority of the
votes cast by those persons having voting rights in respect of VCA-2, as
provided for by the Rules and Regulations of VCA-2. This agreement shall
continue in effect for a period of more than two years from the date of its
execution only so long as its continuance is approved at least annually by such
vote of the Committee or persons with VCA-2 voting rights described in the
previous sentence.
5. This agreement shall automatically terminate in the event of its
assignment by Prudential or PIMS.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the date first above written.
THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA
By: _____________________________
Vice President
THE PRUDENTIAL VARIABLE
CONTRACT ACCOUNT-2
By: _____________________________
Chairman of the Committee
PRUDENTIAL INVESTMENT
MANAGEMENT SERVICES LLC
By: _____________________________
President
