TIAA-CREF Life Separate Account VLI-2 Sample Contracts

PARTICIPATION AGREEMENT Among VANGUARD VARIABLE INSURANCE FUND and THE VANGUARD GROUP, INC. and VANGUARD MARKETING CORPORATION and TIAA-CREF LIFE INSURANCE COMPANY
Participation Agreement • August 3rd, 2012 • TIAA-CREF Life Separate Account VLI-2 • New York

THIS AGREEMENT, made and entered into as of the day of , 2012, by and among VANGUARD VARIABLE INSURANCE FUND (hereinafter the “Fund”), a Delaware business trust, THE VANGUARD GROUP, INC. (hereinafter the “Sponsor”), a Pennsylvania corporation, VANGUARD MARKETING CORPORATION (hereinafter the “Distributor”), a Pennsylvania corporation, and TIAA-CREF LIFE INSURANCE COMPANY (hereinafter the “Company”), a New York life insurance company, on its own behalf and on behalf of each segregated asset account of the Company named in Schedule A hereto as may be amended from time to time (each such account hereinafter referred to as the “Account”).

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AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 27th, 2016 • Tiaa-Cref Life Separate Account Vli-2

This AMENDMENT (the “Amendment”) is dated as of February 1, 2016 by and among TIAA-CREF Life Insurance Company (the “Company”), John Hancock Variable Insurance Trust (the “Trust”), and John Hancock Distributors, LLC (the “Underwriter”).

AMENDMENT PARTICIPATION AGREEMENT
Amendment Participation Agreement • April 24th, 2013 • TIAA-CREF Life Separate Account VLI-2

Effective May 1,2013, The Participation Agreement (the “Agreement”), dated November 14, 2011, as amended, by and among TIAA-CREF Life Insurance Company (“Company”), T. Rowe Price Fixed Income Series, Inc. and T. Rowe Price Investment Services, Inc. (collectively, the “Parties”) is hereby amended as follows:

AMENDMENT NO. 2 TO PARTICIPATION AGREEMENT
Participation Agreement • April 24th, 2013 • TIAA-CREF Life Separate Account VLI-2

This Amendment No. 2, effective as of July 2, 2012, amends the Participation Agreement, dated as of April 1, 2010, as amended (the “Participation Agreement”), by and among TIAA-CREF Life Insurance Company, a New York life insurance company, on its own behalf and on behalf of its Separate Account(s) as set forth in Schedule A to the Participation Agreement; ING Investors Trust, an open-end management investment company and business trust organized under the laws of Delaware; and ING Investments Distributor, LLC (formerly “ING Funds Distributor, LLC”), a Delaware limited liability company.

Franklin/Templeton Distributors, Inc. One Franklin Parkway San Mateo, CA 94403-1906 tel (650) 312-3000 franklintempleton.com
TIAA-CREF Life Separate Account VLI-2 • April 24th, 2013

Enclosed is an amendment (the “Amendment”) to the Participation Agreement(s) (“Agreement”) between us and you with respect to our insurance trust – Franklin Templeton Variable Insurance Products Trust (the “Trust”).

PARTICIPATION AGREEMENT With TIAA-CREF LIFE INSURANCE COMPANY
Participation Agreement • April 24th, 2012 • TIAA-CREF Life Separate Account VLI-2 • Maryland

THIS AGREEMENT is made and entered into April 1, 2012, by and among M Fund, Inc., a corporation organized and existing under the laws of the State of Maryland (the “Fund”), M Financial Investment Advisers, Inc., a corporation organized and existing under the laws of the State of Colorado (the “Adviser”), M Holdings Securities, Inc., a corporation organized and existing under the laws of the State of Oregon (the “Distributor”), and TIAA-CREF LIFE INSURANCE COMPANY, a corporation organized and existing under the laws of the State of New York (the “Company”), on its own behalf and on behalf of each separate account of the Company identified herein.

PARTICIPATION AGREEMENT Among JOHN HANCOCK VARIABLE INSURANCE TRUST, JOHN HANCOCK DISTRIBUTORS LLC, and TIAA-CREF LIFE INSURANCE COMPANY
Participation Agreement • April 28th, 2015 • Tiaa-Cref Life Separate Account Vli-2 • New York

THIS AGREEMENT, made and entered into as of this 2nd day of December, 2014 by and among TIAA-CREF Life Insurance Company (hereinafter, the “Company”), a New York insurance company, on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A hereto as may be amended from time to time (each account hereinafter referred to as the “Account”), John Hancock Variable Insurance Trust (hereinafter the “Trust”), a Massachusetts business trust, and John Hancock Distributors. LLC (hereinafter the “Underwriter”), a Delaware limited liability company.

AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 24th, 2013 • TIAA-CREF Life Separate Account VLI-2 • Oregon

This AMENDMENT (this “Amendment”) is dated as of July 9, 2012 by and among M FUND, INC., a corporation organized and existing under the laws of the State of Maryland (the “Fund”), M FINANCIAL ADVISERS, INC., a corporation organized and existing under the laws of the State of Colorado (the “Advisor”), M HOLDINGS SECURITIES, INC., a corporation organized and existing under the laws of the State of Oregon (the “Distributor”), and TIAA- CREF LIFE INSURANCE COMPANY, a corporation organized and existing under the laws of the State of New York (the “Company”).

AMENDMENT TO FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 24th, 2012 • TIAA-CREF Life Separate Account VLI-2

This Amendment is made this 7th day of March, 2012, by and between Neuberger Berman Advisers Management Trust (the “Trust”), Neuberger Berman Management LLC a Delaware limited liability company (the “Distributor”) and TIAA-CREF Life Insurance Company (the “Company”) a New York Insurance Company.

FOURTH AMENDMENT TO FUND PARTICIPATION AGREEMENT TIAA-CREF Life Insurance Company, The Prudential Series Fund, Prudential Investments LLC, and Prudential Investment Management Services LLC
Fund Participation Agreement • October 25th, 2012 • TIAA-CREF Life Separate Account VLI-2

THIS FOURTH AMENDMENT, dated as of March 1, 2012, is made part of the Participation Agreement (the “Agreement”), effective March 1, 2006, as amended by the First Amendment dated July 24, 2007, further amended by the Second Amendment dated September 1, 2008, and further amended by the Third Amendment dated February 24, 2011, among TIAA-CREF LIFE INSURANCE COMPANY (the “Company”), a life insurance company, on its own behalf and on behalf of its separate accounts; THE PRUDENTIAL SERIES FUND, an open-end management investment company organized under the laws of Delaware (the “Fund”); PRUDENTIAL INVESTMENTS LLC (the “Adviser”), a New York limited liability company; and PRUDENTIAL INVESTMENT MANAGEMENT SERVICES LLC (the “Distributor”), a Delaware limited liability company.

AMENDMENT TO FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • October 25th, 2012 • TIAA-CREF Life Separate Account VLI-2

This Amendment is made this day of , 2012, by and between Neuberger Berman Advisers Management Trust (the “Trust”), Neuberger Berman Management LLC a Delaware limited liability company (the “Distributor”) and TIAA-CREF Life Insurance Company (the “Company”) a New York Insurance Company.

Amendment No. 3 to Administrative Services Agreement Franklin Templeton Services, LLC TIAA-CREF Life Insurance Company
Administrative Services Agreement • April 24th, 2012 • TIAA-CREF Life Separate Account VLI-2

THIS AMENDMENT is made by and between Franklin Templeton Services, LLC (the “Fund Administrator”) and TIAA-CREF Life Insurance Company (the “Company”).

Franklin/Templeton Distributors, Inc. One Franklin Parkway San Mateo. CA 94403-1906 tel (650) 312-3000 franklintempleton.com
TIAA-CREF Life Separate Account VLI-2 • April 24th, 2013

Enclosed is an amendment (the “Amendment”) to the Participation Agreement(s) (“Agreement”) between us and you with respect to our insurance trust — Franklin Templeton Variable Insurance Products Trust (the “Trust”).

AMENDMENT TO FUND PARTICIPATION AGREEMENT BETWEEN DELAWARE VIP TRUST, DELAWARE MANAGEMENT COMPANY, DELAWARE DISTRIBUTORS, L.P. AND TIAA-CREF LIFE INSURANCE COMPANY
Fund Participation Agreement • April 24th, 2012 • TIAA-CREF Life Separate Account VLI-2

This Amendment is made this 1st day of March, 2012, by and between Delaware VIP Trust (the “Trust”), Delaware Management Company, a series of Delaware Management Business Trust (the “Adviser”), Delaware Distributors, L.P. (the “Distributor”) and TIAA-CREF Life Insurance Company (the “Company”) a New York Insurance Company.

AMENDMENT TO FUND PARTICIPATION AGREEMENT BETWEEN DELAWARE VIP TRUST, DELAWARE MANAGEMENT COMPANY, DELAWARE DISTRIBUTORS, L.P. AND TIAA-CREF LIFE INSURANCE COMPANY
Fund Participation Agreement • October 25th, 2012 • TIAA-CREF Life Separate Account VLI-2

This Amendment is made this day of September, 2012, by and between Delaware VIP Trust (the “Trust”), Delaware Management Company, a series of Delaware Management Business Trust (the “Adviser”), Delaware Distributors, L.P. (the “Distributor”) and TIAA-CREF Life Insurance Company (the “Company”) a New York Insurance Company.

AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • October 25th, 2012 • TIAA-CREF Life Separate Account VLI-2

This Amendment, dated as of , 2012 (this “Amendment”), to that Agreement (as defined below) is entered into by and among TIAA-CREF Life Insurance Company (“Company”), on its own behalf and on behalf of segregated asset accounts of the Company that may be established from time to time; DFA Investment Dimensions Group Inc. and its investment adviser, Dimensional Fund Advisors LP; and DFA Securities LLC (individually, a “Party” and collectively, the “Parties”). All capitalized terms not otherwise defined herein shall have the meaning set forth in the Service Agreement (as defined below).

DOMESTIC CUSTODY AGREEMENT BETWEEN TIAA-CREF Life Insurance Company On Behalf Of TIAA-CREF Life Separate Account VLI-2 AND JPMORGAN CHASE BANK, N.A. WORLDWIDE SECURITIES SERVICES jpmorgan.com
Domestic Custody Agreement • October 25th, 2012 • TIAA-CREF Life Separate Account VLI-2 • New York

This Agreement, dated October , 2012, is between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“J.P. Morgan”), with a place of business at One Chase Manhattan Plaza, 19th floor, New York, NY 10005; and TIAA-CREF Life Insurance Company on behalf of TIAA-CREF Life Separate Account VLI-2(the “Customer”) with a place of business at 730 Third Avenue, New York, NY 10017.

AMENDMENT TO FUND PARTICIPATION AGREEMENT BETWEEN DELAWARE VIP TRUST, DELAWARE MANAGEMENT COMPANY, DELAWARE DISTRIBUTORS, L.P. AND TIAA-CREF LIFE INSURANCE COMPANY
Fund Participation Agreement • April 28th, 2015 • Tiaa-Cref Life Separate Account Vli-2

This Amendment is made this 14th day of September, 2012, by and between Delaware VIP Trust (the “Trust”), Delaware Management Company, a series of Delaware Management Business Trust (the “Adviser”), Delaware Distributors, L.P. (the “Distributor”) and TIAA-CREF Life Insurance Company (the “Company”) a New York Insurance Company.

SCHEDULE A SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS
TIAA-CREF Life Separate Account VLI-2 • October 25th, 2012

This Schedule A to the Participation Agreement dated May 1, 2012 by and among the parties identified below (as such agreement has been amended prior to the date hereof) is updated and effective as of October 24, 2012, and replaces all prior versions of this Schedule.

FIFTH AMENDMENT dated as of October , 2012 to the PARTICIPATION AGREEMENT dated as of January 5, 2007 by and among PRINCIPAL VARIABLE CONTRACTS FUNDS, INC., (formerly PRINCIPAL VARIABLE CONTRACTS FUND, INC.) PRINCIPAL FUNDS DISTRIBUTOR, INC., and...
Participation Agreement • October 25th, 2012 • TIAA-CREF Life Separate Account VLI-2 • Iowa

The parties have previously entered into the Agreement and have now agreed to amend the Agreement by the terms of this Fifth Amendment (this “Amendment”).

AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 28th, 2015 • Tiaa-Cref Life Separate Account Vli-2

THIS AMENDMENT TO THE AGREEMENT by and among TlAA-CREF Life Insurance Company (hereinafter, the “Company”), a New York insurance company, the T. Rowe Price Fixed Income Series, Inc., a corporation organized under the laws of Maryland (hereinafter referred to as the “Fund”) and T. Rowe Price Investment Services, lnc. (hereinafter the “Underwriter”), a Maryland corporation is effective as of October 14, 2014.

FOURTH AMENDMENT dated as of February 29, 2012 to the PARTICIPATION AGREEMENT dated as of January 5, 2007 by and among PRINCIPAL VARIABLE CONTRACTS FUNDS, INC., (formerly PRINCIPAL VARIABLE CONTRACTS FUND, INC.) PRINCIPAL FUNDS DISTRIBUTOR, INC., and...
Fourth Amendment • April 24th, 2012 • TIAA-CREF Life Separate Account VLI-2 • Iowa

The parties have previously entered into the Agreement and have now agreed to amend the Agreement by the terms of this Fourth Amendment (this “Amendment”).

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FOURTH AMENDMENT TO FUND PARTICIPATION AGREEMENT TIAA-CREF Life Insurance Company, The Prudential Series Fund, Prudential Investments LLC, and Prudential Investment Management Services LLC
Fund Participation Agreement • April 24th, 2012 • TIAA-CREF Life Separate Account VLI-2

THIS FOURTH AMENDMENT, dated as of March 1, 2012, is made part of the Participation Agreement (the “Agreement”), effective March 1, 2006, as amended by the First Amendment dated July 24, 2007, further amended by the Second Amendment dated September 1, 2008, and further amended by the Third Amendment dated February 24, 2011, among TIAA-CREF LIFE INSURANCE COMPANY (the “Company”), a life insurance company, on its own behalf and on behalf of its separate accounts; THE PRUDENTIAL SERIES FUND, an open-end management investment company organized under the laws of Delaware (the “Fund”); PRUDENTIAL INVESTMENTS LLC (the “Adviser”), a New York limited liability company; and PRUDENTIAL INVESTMENT MANAGEMENT SERVICES LLC (the “Distributor”), a Delaware limited liability company.

AMENDMENT TO FUND PARTICIPATION AGREEMENT (Institutional Shares)
Fund Participation Agreement • April 24th, 2012 • TIAA-CREF Life Separate Account VLI-2 • New York

This Amendment is made this 19th day of March, 2012, by and between Janus Aspen Series (the “Trust”), an open-end management investment company organized as a Delaware statutory trust, and TIAA-CREF Life Insurance Company (the “Company”) a New York Insurance Company.

PARTICIPATION AGREEMENT by and among DFA INVESTMENT DIMENSIONS GROUP INC., DIMENSIONAL FUND ADVISORS LP, DFA SECURITIES LLC and TIAA-CREF LIFE INSURANCE COMPANY
Participation Agreement • August 3rd, 2012 • TIAA-CREF Life Separate Account VLI-2 • New York

THIS AGREEMENT, made and entered into this 30th day of April 2012, by and among TIAA-CREF Life Insurance Company (“Company”), on its own behalf and on behalf of segregated asset accounts of the Company that may be established from time to time (individually, an “Account” and collectively, the “Accounts”); DFA Investment Dimensions Group Inc. (“Fund”); the Fund’s investment adviser, Dimensional Fund Advisors LP (“Adviser”); and DFA Securities LLC (“DFAS”) (individually, a “Party” and collectively, the “Parties”).

Contract
TIAA-CREF Life Separate Account VLI-2 • April 24th, 2012
AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT
Participation Agreement • April 24th, 2012 • TIAA-CREF Life Separate Account VLI-2

This Amendment No. 1, effective as of March 1, 2012, amends the Participation Agreement, dated as of April 1, 2010 (the “Participation Agreement”), by and among TIAA-CREF Life Insurance Company, a New York life insurance company, on its own behalf and on behalf of its Separate Account(s) as set forth in Schedule A to the Participation Agreement; ING Investors Trust, an open-end management investment company and business trust organized under the laws of Delaware; and ING Investments Distributor, LLC (formerly “ING Funds Distributor, LLC”), a Delaware limited liability company.

AMENDMENT NO. 2 TO PARTICIPATION AGREEMENT BETWEEN PIMCO VARIABLE INSURANCE TRUST, PIMCO INVESTMENTS LLC and TIAA-CREF LIFE INSURANCE COMPANY
Participation Agreement • April 24th, 2012 • TIAA-CREF Life Separate Account VLI-2

THIS AMENDMENT (the “Amendment”) is made as of February 29, 2012 by and between TIAA-CREF Life Insurance Company (the “Company”), PIMCO Variable Insurance Trust (“PVIT”) and PIMCO Investments LLC (“PI,” and collectively with the Company and PVIT, the “Parties”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).

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