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EXHIBIT 10(p)
AMENDMENT TO PARTICIPATION AGREEMENT
THIS AMENDMENT, made and entered into as of this ___ day of
___________, 2000, by and among FIRST GOLDEN AMERICAN 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, FGALIC, the Fund, the Adviser, and the Distributor
entered into a Participation Agreement dated as of the 25th day of
April, 2000 (the "Participation Agreement"), whereby the Account
expressed its intention to purchase shares of a certain series of the
Fund, defined as the Designated Portfolio in the Participation
Agreement, on behalf of certain variable life insurance policies
and/or variable annuity contracts; and
WHEREAS, the parties desire to amend the Participation Agreement
to add an additional Designated Portfolio, the shares of which may be
purchased by the Account upon the terms and conditions described in
the Participation Agreement.
NOW, THEREFORE, in consideration of their mutual promises,
FGALIC, the Fund, the Distributor and the Adviser agree as follows:
The parties hereby agree to amend Schedule B of the
Participation Agreement to identify the Designated Portfolios as:
Prudential Series Fund, Inc.--Prudential Jennison Portfolio and
Prudential Series Fund, Inc.--SP Jennison International Growth
Portfolio.
The remaining provisions of the Participation Agreement, as
amended by the addition of a Designated Portfolio, shall remain in
full force in effect.
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IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to Participation Agreement to be executed in its name and
on its behalf by its duly authorized representative and its seal to
be hereunder affixed hereto as of the date specified below.
FIRST GOLDEN AMERICAN LIFE INSURANCE
COMPANY OF NEW YORK
By its authorized officer,
By:______________________________
Title:
Date: __________________, 2000
THE PRUDENTIAL SERIES FUND, INC.
By its authorized officer,
By:______________________________
Title: President
Date: __________________, 2000
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
By its authorized officer,
By:____________________________
Title: Executive Vice President
Date: __________________, 2000
PRUDENTIAL INVESTMENT MANAGEMENT SERVICES LLC
By its authorized officer,
By:____________________________
Title: President
Date: __________________, 2000
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