Shareholder Information Agreement

Franklin Templeton Variable Insurance Products Trust

This Shareholder Information Agreement ("Agreement") is entered into as of

April 16, 2007, and is among Franklin/Templeton Distributors, Inc. ("Distributors") on

behalf of each Fund, as defined below,. and the Intermediary, as defined below. Unless

otherwise specified, capitalized terms have the meaning set out under "Definitions,"

below.

WHEREAS, Intermediary is a "financial intermediary" as that term is defined in

Rule 22c-2 under the Investment Company Act of 1940, as amended (the "1940 Act");

and

WHEREAS, Distributors serves as the principal underwriter to the Funds; and

WHEREAS, Distributors and Intermediary wish to enter into this Agreement in

accordance with Rule 22c-2 under the 1940 Act.

NOW, THEREFORE, in consideration of the mutual covenants herein

contained, which consideration is full and complete, Distributors and Intermediary hereby

agree as follows:

1. Shareholder Information

1.1 Agreement to Provide Information. Intermediary agrees to provide the

Fund or its designee, upon written request, the taxpayer identification number ("TIN"),

the Individual/International Taxpayer Identification Number ("ITIN"), or other

government-issued identifier ("GII") and the Contract owner number or participant

account number associated with the Shareholder, if known, of any or all Shareholder(s)

of the account, and the amount, date and transaction type (purchase, redemption, transfer,

or exchange) of every purchase, redemption, transfer, or exchange of Shares held through

an account maintained by Intermediary during the period covered by the request. Unless

otherwise specifically requested by the Fund or its designee, Intermediary shall only be

required to provide information relating to Shareholder-Initiated Transfer Purchases or

Shareholder-Initiated Transfer Redemptions.

1.1.1 Period Covered by Request. Requests must set forth a specific

period, not to exceed ninety (90) days from the date of the request, for which

transaction information is sought. The Fund or its designee may request

transaction information older than ninety (90) days from the date of the request as

it deems necessary to investigate compliance with policies established by the

Fund for the purpose of eliminating or reducing any dilution of the value of the

outstanding shares issued by the Fund.

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(a) Timing of Requests. Requests from the Fund or its

designee for Shareholder information shall be made no

more frequently than quarterly except as the Fund or its

designee deems necessary to investigate compliance with

policies established by the Fund or its designee for the

purpose of eliminating or reducing any dilution of the value

of the outstanding shares issued by the Fund.

1.1.2Form and Timing of Response.

(a) Intermediary agrees to provide, promptly upon request of

the Fund or its designee, the requested information

specified in Section 1.1, above. If requested by the Fund or

its designee, Intermediary agrees to use best efforts to

determine promptly whether any specific person about

whom Intermediary has received the identification and

transaction information specified in Section 1.1 above is

itself a financial intermediary ("indirect intermediary") and,

upon further request of the Fund or its designee, promptly

either: (i) provide (or arrange to have provided) the

information set forth in Section 1.1 for those shareholders

who hold an account with an indirect intermediary; or

(ii) restrict or prohibit the indirect intermediary from

purchasing, in nominee name on behalf of other persons,

securities issued by the Fund. Intermediary additionally

agrees to inform the Fund or its designee whether

Intermediary plans to perform (i) or (ii); and

(b) Responses required by this Section 1.1 must be

communicated in writing and in a format mutually agreed

upon by the Fund or its designee and Intermediary; and

(c) To the extent practicable and agreed by the parties, the

format for any transaction information provided to the Fund

or its designee should be consistent with the NSCC

Standardized Data Reporting Format.

1.1.3 Limitations on Use of Information. Unless the Intermediary

provides prior written consent, Fund agrees not to use the information received

pursuant to this Agreement for any purpose other than as necessary to comply

with the provisions of Rule 22c-2 or to fulfill other regulatory or legal

requirements subject to the privacy provisions of Title V of the Gramm-LeachBliley

Act (Public Law 106-102) and comparable state laws.

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2. Restriction of Trading

2.1 Agreement to Restrict Trading. Intermediary agrees to execute written

instructions from the Fund or its designee to restrict or prohibit further purchases or

exchanges of Shares by a Shareholder that has been identified by the Fund or its designee

as having engaged in transactions of the Fund's Shares (directly or indirectly through the

Intermediary's account) that violate policies established by the Fund or its designee for

the purpose of eliminating or reducing any dilution of the value of the outstanding Shares

issued by the Fund. Unless otherwise directed by the Fund or its designee, any such

restrictions or prohibitions shall only apply to Shareholder-Initiated Transfer Purchases or

Shareholder-Initiated Transfer Redemptions that are effected directly or indirectly

through Intermediary.

2.1.1 Form of Instructions. Instructions must include the TIN, ITIN, or

GII and the specific individual Contract owner number or participant account

number associated with the Shareholder, if known, and the specific restriction(s)

to be executed, including how long the restriction(s) is(are) to remain in place. If

the TIN, ITIN, GII or the specific individual Contract owner number or

participant account number associated with the Shareholder is not known, the

instructions must include an equivalent identifying number of the Shareholder(s)

or account(s) or other agreed upon information to which the instruction relates.

2.1.2 Timing of Response. Intermediary agrees to execute instructions

as soon as reasonably practicable, but not later than five business days after

Intermediary receives the instructions.

2.1.3 Confirmation by Intermediary. Intermediary must provide

written confirmation to the Fund or its designee that instructions have been

executed. Intermediary agrees to provide confirmation as soon as reasonably

practicable, but not later than ten business days after the instructions have been

executed.

2.2 Construction of the Agreement; Participation Agreements. The

parties have entered into one or more agreements between or among them governing the

purchase and redemption of shares of the Funds in connection with the Contracts

(collectively, "Participation Agreements"). This Agreement supplements those

Participation Agreements. To the extent the terms of this Agreement conflict with the

terms of a Participation Agreement with regard to the requirements of Rule 22c-2, the

terms of this Agreement shall control.

3. Miscellaneous Provisions

3.1 Requests prior to October 16, 2007. Intermediary shall be able to

promptly respond to requests for Shareholder information by no later than October 16,

2007. Information requests prior to October 16, 2007, shall be governed by whatever

49178-12                     3

practices, if any, that Fund and Intern1ediary have previously utilized to govern such

requests.

3.2 Termination. This Agreement will terminate upon the termination of the

Participation Agreements and redemption of all shares in the Fund held by the

Intermediary.

3.3 Indemnification. Distributors agrees to indemnify and hold Intermediary

harmless from any and all liability, claim, loss, demand, damages, costs and expenses

(including reasonable attorneys' fees) arising in connection with a third party claim or

action brought against Intermediary as a result of any unauthorized disclosure of a

shareholder's taxpayer identification number provided to the Fund or its designee in

response to a request for information pursuant to the terms of this Agreement ("Losses").

Distributors shall not be liable for Losses unless the Intermediary has provided adequate

written notice to Distributors promptly after the summons or other first legal process. In

addition, Distributors will be entitled to participate in, at its own expense, or shall be

entitled to assume the defense thereof, consistent with the terms of the Participation

Agreement.

3.4 Force Majeure. The parties to this Agreement are excused from

performance and shall not be liable for any delay in performance or non-performance, in

whole or in part, caused by the occurrence of any event or contingency beyond the

control of the parties including, but not limited to, work stoppages, fires, civil

disobedience, riots, rebellions, natural disasters, acts of God, and acts of war or terrorism.

Each party so affected shall promptly give written notice to the other parties and shall use

its best efforts to resume performance. Upon receipt of such notice, all obligations under

this Agreement shall be immediately suspended for the duration of such force majeure

event.

4. Definitions

As used in this Agreement, the following terms shall have the following

meanings, unless a different meaning is clearly required by the context:

The term "Intermediary" means: (i) the insurance company separate accounts

listed on Attachment A of this Agreement (which is a part of this Agreement) as

well as those identified in Schedule B of the Participation Agreement(s) to which

Distributors and Intermediary are parties, as such Participation Agreement(s) may

be amended from time to time; and (ii) the life insurance company depositor of

such separate accounts.

The term "Fund" shall mean each series of Franklin Templeton Variable

Insurance Products Trust in which Intermediary invests and includes: (i) an

administrator for the Fund; (ii) the principal underwriter or distributor for the

49178-12                     4

Fund; and (iii) the transfer agent for the Fund. The term does not include any

"excepted funds" as defined in Rule 22c-2(b) under the 1940 Act.

The term "Shares" means the interests of Shareholders corresponding to the

redeemable securities ofrecord issued by a Fund under the 1940 Act that are held

by Intermediary.

The term "Shareholder" means the holder of interests in a variable annuity or

variable life insurance contract issued by Intermediary ("Contract"), or a

participant in an employee benefit plan with a beneficial interest in a Contract.

The term "Shareholder-Initiated Transfer Purchase" means a transaction that

is initiated or directed by a Shareholder that results in a transfer of assets within a

Contract to a Fund, but does not include transactions that are executed:

(i) automatically pursuant to a contractual or systematic program or enrollment

such as transfer of assets within a Contract to a Fund as a result of "dollar cost

averaging" programs, insurance company approved asset allocation programs, or

automatic rebalancing programs; (ii) pursuant to a Contract death benefit; (iii) as

part of a one-time step-up in Contract value pursuant to a Contract death benefit;

(iv) as part of an allocation of assets to a Fund through a Contract as a result of

payments such as loan repayments, scheduled contributions, retirement plan

salary reduction contributions, or planned premium payments to the Contract; or

(v) as pre-arranged transfers at the conclusion of a required free look period.

The term "Shareholder-Initiated Transfer Redemption" means a transaction

that is initiated or directed by a Shareholder that results in a transfer of assets

within a Contract out of a Fund, but does not include transactions that are

executed: (i) automatically pursuant to a contractual or systematic program or

enrollments such as transfers of assets within a Contract out of a Fund as a result

of annuity payouts, loans, systematic withdrawal programs, insurance company

approved asset allocation programs and automatic rebalancing programs; (ii) as a

result of any deduction of charges or fees under a Contract; (iii) within a Contract

out of a Fund as a result of scheduled withdrawals or surrenders from a Contract;

or (iv) as a result of payment of a death benefit from a Contract.

The term "written" includes electronic writings.

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IN WITNESS WHEREOF, each party has caused a duly authorized officer or

representative to execute this Agreement.

FRANKLIN/TEMPLETON DISTRIBUTORS, INC.

By: /s/ Thomas M. Regner

Name: Thomas M. Regner

Title: Senior Vice President

THE PRUDENTIAL INSURANCE COMP ANY OF

AMERICA

on behalf of itself and the Separate Accounts

referenced in this Agreement

By: /s/ Daniel O. Kane

Name: Daniel O. Kane

Title: Vice President

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ATTACHMENT A

Name of Insurance Company:

The Prudential Insurance Company of America

Name of Separate Account(s):

Prudential Discovery Premier Group Variable Contract Account

Prudential Variable Contract Account GI-2

Prudential Variable Contract Account GI-6

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