PRUDENTIAL'S GIBRALTAR FUND, INC.



                              Management Agreement

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



         Agreement made this 11th day of January, 2001,  between Prudential's

Gibraltar Fund, Inc., a Maryland Corporation, (the Fund), and Prudential

Investments Fund Management LLC, a New York limited liability company (the

Manager).

                               W I T N E S S E T H



         WHEREAS, the Fund is a diversified, open-end management investment

company registered under the Investment Company Act of 1940, as amended (the

1940 Act); and



         WHEREAS, the Fund desires to retain the Manager to render or contract

to obtain as hereinafter provided investment advisory services to the Fund and

the Fund also desires to avail itself of the facilities available to the Manager

with respect to the administration of its day to day business affairs, and the

Manager is willing to render such investment advisory and administrative

services;



         NOW, THEREFORE, the parties agree as follows:

              1.  The Fund hereby appoints the Manager to act as manager of the

           Fund and as administrator of its business affairs for the period and

           on the terms set forth in this Agreement.  The Manager accepts such

           appointment and agrees to render the services herein described, for

           the compensation herein provided.  The Manager is authorized to enter

           into a subadvisory agreement with Jennison Associates LLC, or any

           other sub-adviser, whether or not affiliated with Prudential (each, a

           Subadvisor) pursuant to which such Subadvisor shall furnish to the

           Fund the investment advisory services in connection with the

           management of the Fund (each, a Subadvisory Agreement).  The Manager

           is authorized to retain more than one Subadvisor, and if there is

           more than one Subadvisor, the Manager is authorized to allocate the

           Fund's assets among the Subadvisors. The Manager will continue to

           have responsibility for all investment advisory services furnished

           pursuant to any Subadvisory Agreement. The Fund and Manager

           understand and agree that Manager will manage the Fund in a "manager-

           of-managers" style, which contemplates that Manager will, among other

           things, (i) continually evaluate the performance of each Subadvisor

           through quantitative and qualitative analysis and consultations with

           such Subadvisor (ii) periodically make recommendations to the Fund's

           Board



                                       1

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           as to whether the contract with one or more Subadvisors should be

           renewed, modified, or terminated and (iii) periodically report to the

           Fund's Board regarding the results of its evaluation and monitoring

           functions. The Fund recognizes that a Subadvisor's services may be

           terminated or modified pursuant to this process, and that Manager may

           appoint a new Subadvisor for a Subadvisor that is so removed.



         2.  Subject to the supervision of the Board of Directors of the Fund,

the Manager shall administer the Fund's business affairs and, in connection

therewith, shall furnish the Fund with office facilities and with clerical,

bookkeeping and recordkeeping services at such office facilities and, subject to

Section 1 hereof and any Subadvisory Agreement, the Manager shall manage the

investment operations of the Fund and the composition of the Fund's portfolio

investments, including the purchase, retention and disposition thereof, in

accordance with the Fund's investment objectives, policies and restrictions as

stated in the Fund's SEC registration statement, and subject to the following

understandings:



         (a)  The Manager (or a Subadvisor under the Manager's supervision)

    shall provide supervision of the Fund's investments, and shall determine

    from time to time what investments or securities will be purchased,

    retained, sold or loaned by the Fund, and what portion of the assets will be

    invested or held uninvested as cash.



         (b)  The Manager, in the performance of its duties and obligations

    under this Agreement, shall act in conformity with the Articles of

    Incorporation and By-Laws of the Fund and the Fund's SEC registration

    statement and with the instructions and directions of the Board of Directors

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