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                          FUND PARTICIPATION AGREEMENT



                        THE PRUDENTIAL SERIES FUND, INC.



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                                TABLE OF CONTENTS



ARTICLE I.        Sale of Fund Shares..........................................4



ARTICLE II.       Representations and Warranties...............................8



ARTICLE III.      Prospectuses and Proxy Statements; Voting...................11



ARTICLE IV.       Sales Material and Information..............................13



ARTICLE V.        Fees and Expenses...........................................15



ARTICLE VI.       Diversification and Qualification...........................16



ARTICLE VII.      Potential Conflicts and Compliance With

                  Mixed and Shared Funding Exemptive Order ...................19



ARTICLE VIII.     Indemnification ............................................21



ARTICLE IX.       Applicable Law..............................................31



ARTICLE X.        Termination.................................................31



ARTICLE XI.       Notices.....................................................34



ARTICLE XII.      Miscellaneous...............................................35



SCHEDULE A        Contracts...................................................39



SCHEDULE B        Designated Portfolios.......................................40



SCHEDULE C        Expenses....................................................41



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                             PARTICIPATION AGREEMENT

                             -----------------------



                                      AMONG



                  RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK,



                        THE PRUDENTIAL SERIES FUND, INC.,



                  THE PRUDENTIAL INSURANCE COMPANY OF AMERICA,



                                       AND



                  PRUDENTIAL INVESTMENT MANAGEMENT SERVICES LLC



     THIS AGREEMENT, made and entered into as of this ___ day of April, 2000, by

and among RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK (hereinafter

"FGALIC"), a New York life insurance company, on its own behalf and on behalf of

its SEPARATE ACCOUNT B (the "Account"); THE PRUDENTIAL SERIES FUND, INC., an

open-end management investment company organized under the laws of Maryland

(hereinafter the "Fund"); THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

(hereinafter the "Adviser"), a New Jersey mutual insurance company; and

PRUDENTIAL INVESTMENT MANAGEMENT SERVICES LLC (hereinafter the "Distributor"), a

Delaware limited liability company.



     WHEREAS, the Fund engages in business as an open-end management investment

company and is available to act as the investment vehicle for separate accounts

established for variable life insurance policies and/or variable annuity

contracts (collectively, the "Variable Insurance Products") to be offered by

insurance companies, including FGALIC, which have entered into participation

agreements similar to this Agreement (hereinafter "Participating Insurance

Companies"); and



     WHEREAS, the beneficial interest in the Fund is divided into several series

of shares, each designated a "Portfolio" and representing the interest in a

particular managed portfolio of securities and other assets; and



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     WHEREAS, the Fund has obtained an order from the Securities and Exchange

Commission (hereinafter the "SEC"), dated March 5, 1999 (File No. IC-23728),

granting Participating Insurance Companies and variable annuity and variable

life insurance separate accounts exemptions from the provisions of sections

9(a), 13(a), 15(a), and 15(b) of the Investment Company Act of 1940, as amended,

(hereinafter the "1940 Act") and Rules 6e-2(b)(15) and 6e-3(T)(b)(15)

thereunder, to the extent necessary to permit shares of the Fund to be sold to

and held by variable annuity and variable life insurance separate accounts of

life insurance companies that may or may not be affiliated with one another and

qualified pension and retirement plans ("Qualified Plans") (hereinafter the

"Mixed and Shared Funding Exemptive Order"); and



     WHEREAS, the Fund is registered as an open-end management investment

company under the 1940 Act and shares of the Portfolio(s) are registered under

the Securities Act of 1933, as amended (hereinafter the "1933 Act"); and



     WHEREAS, the Adviser is duly registered as an investment adviser under the

Investment Advisers Act of 1940, as amended, and any applicable state securities

laws; and



     WHEREAS, the Distributor is duly registered as a broker-dealer under the

Securities Exchange Act of 1934, as amended, (the "1934 Act") and is a member in

good standing of the National Association of Securities Dealers, Inc. (the

"NASD"); and



     WHEREAS, FGALIC has registered certain variable annuity contracts supported

wholly or partially by the Account (the "Contracts") under the 1933 Act and said

Contracts are listed in Schedule A attached hereto and incorporated herein by

reference, as such Schedule may be amended from time to time by mutual written

agreement; and



     WHEREAS, the Account is a duly organized, validly existing segregated asset

account, established by resolution of the Board of Directors of FGALIC on June

13, 1993 under the



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insurance laws of the State of New York, to set aside and invest assets

attributable to the Contracts; and



     WHEREAS, FGALIC has registered the Account as a unit investment trust under

the 1940 Act and has registered the securities deemed to be issued by the

Account under the 1933 Act; and



     WHEREAS, to the extent permitted by applicable insurance laws and

regulations, FGALIC intends to purchase shares in the Portfolio(s) listed in

Schedule B attached hereto and incorporated herein by reference, as such

Schedule may be amended from time to time by mutual written agreement (the

"Designated Portfolio(s)"), on behalf of the Account to fund the Contracts, and

the Fund is authorized to sell such shares to unit investment trusts such as the

Account at net asset value; and



     WHEREAS, to the extent permitted by applicable insurance laws and

regulations, the Account also intends to purchase shares in other open-end

investment companies or series thereof not affiliated with the Fund (the

"Unaffiliated Funds") on behalf of the Account to fund the Contracts;



     NOW, THEREFORE, in consideration of their mutual promises, FGALIC, the

Fund, the Distributor and the Adviser agree as follows:



ARTICLE I. Sale of Fund Shares.

           -------------------



     1.1. The Fund agrees to sell to FGALIC those shares of the Designated

Portfolio(s) which the Account orders, executing such orders on each Business

Day at the net asset value next computed after receipt by the Fund or its

designee of the order for the shares of the Designated Portfolios. For purposes

of this Section 1.1, FGALIC shall be the designee of the Fund for receipt of

such orders and receipt by such designee shall constitute receipt by the Fund,

provided that the Fund receives notice of any such order by 9:00 a.m. Eastern

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