**Exhibit 10.1**

 

AMENDMENT NO. 1

 

To

 

AUTOMATIC ANNUITY REINSURANCE AGREEMENT

 

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

 

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

 

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

 

1.               This Amendment No. 1 shall beeffective 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) theguaranteed minimum accumulation benefit riders; (ii) the guaranteedminimum withdrawal benefit riders; and (iii) the guaranteed minimum deathbenefits (whether provided by rider or base contract form); described in Exhibit Aof this Agreement.

 

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

 

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

 

With respect to guaranteed minimum accumulation benefit riders andguaranteed minimum withdrawal benefit riders reinsured hereunder, the premiumwill equal the “Rider Fee Percentage” multiplied by the “Benefit Base” as thoseterms are defined in such Riders.

 

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With respect to guaranteed minimum death benefits reinsured hereunder,the premium will equal the highest applicable “Death Benefit Rider FeePercentage” described in Exhibit B of this Agreement multiplied by theaverage of the contract’s total variable separate account beginning and endingvalues for the applicable period.  TheDeath Benefit Rider Fee Percentages set forth in Exhibit B may be changedfrom time to time by CEDANT with no less than 30 days prior written notice toREINSURER, subject to REINSURER’s right to terminate this Agreement for all newbusiness for which the new Death Benefit Rider Fee Percentages apply, asprovided below.

 

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

 

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

 

REINSURER shall have the right to terminate reinsurance under thisAgreement for all new business, but only with respect to riders or contractsissued 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 daysafter receipt of written notice from CEDANT informing the REINSURER of thechange or changes.

 

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

 

##### **COVERED OBLIGATIONS**

 

This Agreement covers all obligations under Guaranteed MinimumAccumulation Benefit riders on variable annuity contracts issued directly byCEDANT after the Effective Date.

 

This Agreement also covers all obligations under guaranteed minimumwithdrawal benefit riders on variable annuity contracts issued directly byCEDANT on or after January 1, 2005.

 

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This Agreement also covers all guaranteed minimum death benefits onvariable annuity contracts and riders (i) issued directly by CEDANT on orafter January 1, 2005 , except any contracts issued on form numberNYLU446, (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-1attached hereto and made a part hereof, or (ii) reinsured by CEDANT,except for any reinsurance agreements reinsuring any part of or all theobligations under the Riders that become effective after January 1, 2005,that the REINSURER specifically excludes from this Agreement by written noticeto the CEDANT.

 

•                  Guaranteedminimum death benefits covered by this Agreement includes benefits providedunder separate and explicit guaranteed minimum death benefit riders as well asany guaranteed minimum death benefits provided under provisions contained inthe base contract form.

 

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

 

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

 

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

 

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

 

7.               Except as herein amended, all otherterms and conditions of the Agreement shall remain in full force andeffect.  Capitalized terms not otherwisedefined in this Amendment No. 1 shall have the same meaning as set forthin the Agreement.

 

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IN WITNESS HEREOF, the parties have caused this Amendment No. 1 toAutomatic Annuity Reinsurance Agreement to be duly executed by their respectiveofficers 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          |                                      |
|                                             |                                           |  |  |  |  |  |

 

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### **EXHIBIT A-1**

###  

**GUARANTEED MINIMUM DEATH BENEFITIN-FORCE CONTRACT AND RIDER FORMS COVERED**

 

### PA126NY

PA128NY

PA130NY

PA140NY

PA153NY

 

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# **EXHIBIT B**

 

## **DEATH BENEFIT RIDER PERCENTAGE FEE**

 

The Death Benefit RiderPercentage 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 ormore of the above death benefits to the contract owner through provisionscontained in the base contract or contract rider.  In such cases, the highest of the applicableDeath Benefit Rider Percentage fees will be used to calculate the reinsurancepremium for the contract.

 

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