AMENDMENT TO PARTICIPATION AGREEMENT

Exhibit (8)(AE)

Amended as of July         , 2007

AMENDMENT

TO

PARTICIPATION AGREEMENT

THE PARTICIPATION AGREEMENT, dated 28^th day of February 2006, by and among MFS VARIBLE INSURANCE TRUST, TIAA-CREF LIFE INSURANCE COMPANY, and MASSACHUSETTS FINANCIAL SERVICES COMPANY, is hereby amended as follows:

Schedule A of the Agreement is deleted in its entirety and replaced with the following:

SCHEDULE A

ACCOUNTS, POLICIES AND PORTFOLIOS

SUBJECT TO THE PARTICIPATION AGREEMENT

Name of Separate Account and Date Established by Board of Directors		Policies Funded By Separate Account		Share Class (Initial or Service Class)		Portfolios Applicable to Policies
TIAA-CREF Separate Account VLI-1 May 23, 2001		Intelligent Life Flexible Premium Variable Universal Life Policy		Initial		MFS Emerging Growth Series MFS Global Equity Series MFS Investors Growth Stock MFS Utilities Series
TIAA-CREF Separate Account VA-1 May 23, 2001		Intelligent Variable Annuity Contract		Initial		MFS Emerging Growth Series MFS Global Equity Series MFS Investors Growth Stock MFS Utilities Series

Signature page follows.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized officers as of the date first listed above.

TIAA-CREF LIFE INSURANCE COMPANY By its authorized officer,
By:
Name:		Xxxxxxx X. Xxxxx
Title:		Vice President

MFS V ARIABLE INSURANCE TRUST,

On behalf of the Portfolios

By its authorized officer and not individually,

By:

Name:

Title:

MASSACHUETTS FINANCIAL SERVICES COMPANY

By its authorized officer,

By:

Name:

Title: