0001193125-10-101242 Sample Contracts

WACHOVIA COMMERCIAL DEPOSIT AGREEMENT
Deposit Agreement • April 30th, 2010 • Prudential Variable Contract Account Gi-2

THIS AGREEMENT is made as of the 13th day of June, 2003 by and between WACHOVIA BANK, NATIONAL ASSOCIATION (“we”) and THE PRUDENTIAL INSURANCE COMPANY OF AMERICA.

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BROKER-DEALER AGREEMENT
Broker-Dealer Agreement • April 30th, 2010 • 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”).

DISTRIBUTION AGREEMENT
Distribution Agreement • April 30th, 2010 • Prudential Variable Contract Account Gi-2 • New Jersey

AGREEMENT made this 17th day of March, 1997, by and between The Prudential Insurance Company of America (the “Company”), a New Jersey corporation on its own behalf and on behalf of Prudential Variable Contract Account GI-2 (the “Account”) and Prudential Investment Management Services LLC (the “Distributor”), a Delaware limited liability company.

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

THIS AGREEMENT made and effective as of this 27th day of November, 1995, by and between THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey corporation, having its principal place of business at 751 Broad Street, Newark, New Jersey 07102-3777 (the “Company”), on behalf of the separate accounts listed on Schedule I hereto, as it may be amended from time to time (each an “Account” and collectively the “Accounts”), and INVESTORS FIDUCIARY TRUST COMPANY, a state chartered trust company organized and existing under the laws of the State of Missouri, having its principal place of business at 127 West 10th Street, Kansas City, Missouri, 64105 (“IFTC”).

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