PRUDENTIAL VARIABLE CONTRACT ACCOUNT - 10



                              Management Agreement



        Agreement made this 20th day of April, 2001, between Prudential Variable

Contract Account -10, a separate account of The Prudential Insurance Company of

America (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 Subadviser) pursuant to which such Subadviser 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 Subadviser, and if there is more than one Subadviser, the Manager

is authorized to allocate the Fund's assets among the Subadvisers. 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 Subadviser through quantitative and qualitative

analysis and consultations with such Subadviser (ii) periodically make

recommendations to the Fund's Committee as to whether the contract with one or

more Subadvisers should be renewed, modified, or terminated and (iii)

periodically report to the Fund's Committee regarding the results of its

evaluation and monitoring functions. The Fund recognizes that a Subadviser's

services may be terminated or modified pursuant to this process, and that the

Manager may appoint a new Subadviser for a Subadviser that is so removed.





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        2. Subject to the supervision of the Committee 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 Subadviser 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 Plan

        of Operations, Rules and Regulations of the Fund, the Fund's SEC

        registration statement, and the instructions and directions of the

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