AMENDMENT NO. 1 to INVESTMENT MANAGEMENT AGREEMENT

                               AMENDMENT NO. 1 to
                         INVESTMENT MANAGEMENT AGREEMENT

     Amendment No. 1 dated as of the 10th day of June , 1983 to AGREEMENT dated
the 17th day of March, 1982 (herein referred to as the "Agreement") by and
between THE PRUDENTIAL INSURANCE COMPANY OF AMERICA (herein referred to as
"Prudential"), and THE PRUDENTIAL VARIABLE CONTRACT ACCOUNT-10 (herein referred
to as "VCA-10").

     Prudential and VCA-10 hereby agree that Section 3 of the Agreement shall be
amended to read as follows:

     "3. At least once every three months Prudential shall furnish to The
Prudential Variable Contract Account-10 Committee ("Committee") a schedule of
the investments held in VCA-10 and shall include therein a statement of all
purchases and sales made on behalf of VCA-10 during the period since the
preceding report."

     IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
on their behalf by their duly authorized officers as of the date first
hereinabove mentioned.

                         THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

Attest:

/s/ Xxxxxxxx X. Xxxxxxxx           By: /s/ Xxxxxxx X. Xxxxx
---------------------------------     -----------------------------------
Secretary                              Vice President
XXXXXXXX X. XXXXXXXX                   XXXXXXX X. XXXXX

                                     THE PRUDENTIAL VARIABLE CONTRACT ACCOUNT-10

Attest:

/s/ Irving Xxxxxxx Xxx             By: /s/ Xxxxx X. Xxxxxx
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Secretary to the Committee              Chairman of the Committee
IRVING XXXXXXX XXX                     XXXXX X. XXXXXX