Exhibit 10.1


 


AMENDMENT NO. 1


 


To


 


AUTOMATIC ANNUITY REINSURANCE AGREEMENT


 


WHEREAS, ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK (“CEDANT”) and
ALLSTATE LIFE INSURANCE COMPANY (“REINSURER”) entered into that certain
Automatic Reinsurance Agreement effective January 2, 2004 (“Agreement”),
whereby the REINSURER reinsures all obligations under guaranteed minimum
accumulation benefit riders on variable annuity contracts issued directly by
the CEDANT.


 


WHEREAS, the CEDANT now wishes to cede all obligations under guaranteed
minimum withdrawal benefit riders and all guaranteed minimum death benefit
liabilities on certain variable annuity contracts issued directly or reinsured
by the CEDANT and the REINSURER wishes to reinsure such obligations and
liabilities under the terms of the Agreement.


 


NOW, THEREFORE, in consideration of the above stated premises and the
promises and the mutual agreements set forth herein, the parties hereto agree
as follows:


 


1.               This Amendment No. 1 shall be
effective as of January 1, 2005.


 


2.               Section 3 of Article I (“Definitions”)
is hereby deleted in its entirety and is replaced with the following:


 


“Rider” or “Riders” shall mean; (i) the
guaranteed minimum accumulation benefit riders; (ii) the guaranteed
minimum withdrawal benefit riders; and (iii) the guaranteed minimum death
benefits (whether provided by rider or base contract form); described in Exhibit A
of this Agreement.


 


3.               The provisions of Article V of the
Agreement (“Premiums”) are hereby deleted in their entirety and are replaced
with the following:


 


CEDANT shall pay REINSURER premiums for the coinsurance coverage
provided in this Agreement as set forth below.


 


With respect to guaranteed minimum accumulation benefit riders and
guaranteed minimum withdrawal benefit riders reinsured hereunder, the premium
will equal the “Rider Fee Percentage” multiplied by the “Benefit Base” as those
terms are defined in such Riders.


 





















 


With respect to guaranteed minimum death benefits reinsured hereunder,
the premium will equal the highest applicable “Death Benefit Rider Fee
Percentage” described in Exhibit B of this Agreement multiplied by the
average of the contract’s total variable separate account beginning and ending
values for the applicable period.  The
Death Benefit Rider Fee Percentages set forth in Exhibit B may be changed
from time to time by CEDANT with no less than 30 days prior written notice to
REINSURER, subject to REINSURER’s right to terminate this Agreement for all new
business for which the new Death Benefit Rider Fee Percentages apply, as
provided below.


 


CEDANT shall pay REINSURER an initial premium
for all guaranteed minimum death benefit coverage in force as of January 1,
2005.  This premium will equal the CEDANT’S
statutory reserve as of December 31, 2004, for the inforce guaranteed
minimum death benefits being reinsured. 
The initial premium will be due February 28, 2005.


 


With respect to guaranteed minimum accumulation benefit riders or
guaranteed minimum withdrawal benefit riders, CEDANT will provide REINSURER
with no less than 30 days prior written notice of any changes to the
definitions of “Rider Fee Percentage” or “Benefit Base” for new business from
the definitions that apply to then-existing business with no less than 30 days
prior written notice.  With respect to
guaranteed minimum death benefits, CEDANT will provide REINSURER with no less
than 30 days prior written notice of any changes to the definition(s) of “variable
separate account values” for new business from the definitions that apply to
then-existing business.


 


REINSURER shall have the right to terminate reinsurance under this
Agreement for all new business, but only with respect to riders or contracts
issued with the changed definition(s) for Rider Fee Percentage, Benefit Base,
Death Benefit Rider Fee Percentage, and/or “variable separate account value”.  Such right must be exercised within 90 days
after receipt of written notice from CEDANT informing the REINSURER of the
change or changes.


 


4.               The provisions of Exhibit A are
hereby deleted in their entirety and replaced with the following:


 


COVERED OBLIGATIONS


 


This Agreement covers all obligations under Guaranteed Minimum
Accumulation Benefit riders on variable annuity contracts issued directly by
CEDANT after the Effective Date.


 


This Agreement also covers all obligations under guaranteed minimum
withdrawal benefit riders on variable annuity contracts issued directly by
CEDANT on or after January 1, 2005.


 





















 


This Agreement also covers all guaranteed minimum death benefits on
variable annuity contracts and riders (i) issued directly by CEDANT on or
after January 1, 2005 , except any contracts issued on form number
NYLU446, (ii) issued directly by CEDANT and in force as of December 31,
2004, on any of the contract or rider form numbers listed on Exhibit A-1
attached hereto and made a part hereof, or (ii) reinsured by CEDANT,
except for any reinsurance agreements reinsuring any part of or all the
obligations under the Riders that become effective after January 1, 2005,
that the REINSURER specifically excludes from this Agreement by written notice
to the CEDANT.


 


•                  Guaranteed
minimum death benefits covered by this Agreement includes benefits provided
under separate and explicit guaranteed minimum death benefit riders as well as
any guaranteed minimum death benefits provided under provisions contained in
the base contract form.


 


•                  CEDANT shall
give REINSURER no less than 30 days prior written notice of any new reinsurance
treaties it desires to have covered by this Agreement.  REINSURER shall have right to exclude any new
reinsurance treaty from this Agreement within 90 days after receipt of such
written notice from CEDANT.


 


Except as provided above, no other obligations under such variable
annuity contracts are covered by this Agreement.


 


5.               The attached Exhibit A-1 is hereby
added to and made a part of the Agreement.


 


6.               The attached Exhibit B is hereby
added to and made a part of the Agreement.


 


7.               Except as herein amended, all other
terms and conditions of the Agreement shall remain in full force and
effect.  Capitalized terms not otherwise
defined in this Amendment No. 1 shall have the same meaning as set forth
in the Agreement.


 





















 


IN WITNESS HEREOF, the parties have caused this Amendment No. 1 to
Automatic Annuity Reinsurance Agreement to be duly executed by their respective
officers on the dates shown below.


 


 


	
  ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK

  	
   

  
	
  (CEDANT)

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Samuel H. Pilch

  	
   

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   Samuel H. Pilch

  	
   

  	
   

  
	
   

  	
   

  
	
  Title:

  	
   Group Vice President and Controller

  	
   

  	
   

  
	
   

  	
   

  
	
  Dated:  January 11, 2005

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  ALLSTATE LIFE INSURANCE COMPANY

  	
   

  
	
  (REINSURER)

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ James P. Zils

  	
   

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  James P. Zils

  	
   

  	
   

  
	
   

  	
   

  
	
  Title:

  	
   Treasurer

  	
   

  	
   

  
	
   

  	
   

  
	
  Dated:  January 11, 2005

  	
   

  
							



 





















 


EXHIBIT A-1


 


GUARANTEED MINIMUM DEATH BENEFIT

IN-FORCE CONTRACT AND RIDER FORMS COVERED


 


PA126NY


PA128NY


PA130NY


PA140NY


PA153NY


 





















 


EXHIBIT B


 


DEATH BENEFIT RIDER PERCENTAGE FEE


 


The Death Benefit Rider
Percentage Fees for guaranteed minimum death benefits are as follows:


 


1.     Maximum Annual Value (MAV):
0.20%


 


2.     Return of premium (ROP):
0.10%


 


3.     Ratchet: 0.15%


 


4.     Reset: 0.15%


 


Variable annuity contracts covered by this Agreement may provide two or
more of the above death benefits to the contract owner through provisions
contained in the base contract or contract rider.  In such cases, the highest of the applicable
Death Benefit Rider Percentage fees will be used to calculate the reinsurance
premium for the contract.