0001209286-09-000237 Sample Contracts

AMENDMENT NO. 1 AMENDED AND RESTATED PARTICIPATION AGREEMENT
Participation Agreement • April 29th, 2009 • Prudential Variable Contract Account Gi-2 • New York

The Amended and Restated Participation Agreement (the “Agreement”), dated January 31, 2007, 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 hereo may amend from time to time (each, an “Account,”) and collectively, the “Accounts”)(collectively, the “Parties”), is hereby amended as follows: WHEREAS, on March 31, 2008, A I M Distributors, Inc. was renamed Invesco Aim Distributors, Inc. and all references to A I M Distributors, Inc. will hereby be deleted and replaced with Invesco Aim Distributors, Inc.; and NOW, THEREFORE, the Parties agree to amend the Agreement as follows: 1. Section 9. “Notices” is deleted in its entirety and hereby replaced with the following:

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BROKER DEALER SELLING AGREEMENT
Broker Dealer Selling Agreement • April 29th, 2009 • Prudential Variable Contract Account Gi-2 • New Jersey

This Broker-Dealer Selling Agreement (hereinafter “Agreement”) is made by and between PRUCO SECURITIES, LLC (hereinafter "Distributor"), The Prudential Insurance Company of America (hereinafter “Prudential”), Pruco Life Insurance Company (hereinafter “PLIC) and Pruco Life Insurance Company of New Jersey (hereinafter “PLNJ”), (hereinafter, the preceding three entities referred to collectively as the “Company”), and Broker Dealer (hereinafter "Broker-Dealer"), and together with Broker-Dealer’s duly licensed affiliates set forth on the Schedule A, attached hereto and made a part hereof (hereinafter the “Affiliates”)

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