EX-10.1 AMENDMENT NO. 1 To AUTOMATIC ANNUITY REINSURANCE AGREEMENT

Annuity Agreement

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ALLSTATE LIFE INSURANCE CO OF NEW YORK

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Title: EX-10.1 AMENDMENT NO. 1 To AUTOMATIC ANNUITY REINSURANCE AGREEMENT
Date: 5/6/2005

Exhibit 10

Exhibit 10.1

AMENDMENT NO. 1

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.