AMENDMENT TO FUND PARTICIPATION AGREEMENT

Exhibit (h)(15)

AMENDMENT TO FUND PARTICIPATION AGREEMENT

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

WITNESSETH:

WHEREAS, the Trust, the Adviser, the Distributor and the Company entered into a Fund Participation Agreement dated February 13, 2006, as amended (the “Agreement”); and

WHEREAS, the parties to the Agreement have determined to amend said Agreement to include the funds offered on the Company’s Separate Account VLI-2; and

WHEREAS, the parties desire to memorialize the amendment to the Agreement.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, and intending to be legally bound, the Agreement shall be amended as follows:

1.        Appendix A to the Agreement is hereby deleted and replaced with a new Schedule A in the form attached hereto.

2.        Appendix B to the Agreement is hereby deleted and replaced with a new Schedule B in the form attached hereto.

3.        Except as provided herein, the terms and conditions contained in the Agreement shall remain in full force and effect.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the date set forth above.

TIAA-CREF Life Insurance Company				Xxxxxxxxx Xxxxxx Advisers Management Trust
By:
				By:
Name:		Xxxxx Xxxxxxx		Name:		Xxxxxx Xxxxx
Title:		VP, Chief Admin Officer		Title:		President
Xxxxxxxxx Xxxxxx Management LLC
By:
Name:		Xxxxxx Xxxxx
Title:		President

SCHEDULE A

The currently available Portfolios of the TRUST are:

AMT Small-Cap Growth Portfolio - S Class

AMT Growth Portfolio – I Class

AMT Guardian Portfolio - I and S Classes

AMT International Portfolio – S Class

AMT Mid-Cap Growth Portfolio – I and S Classes

AMT Partners Portfolio – I Class

AMT Regency Portfolio – I and S Classes

AMT Socially Responsive Portfolio – I and S Classes

AMT Balanced Portfolio – I Class

AMT Short Duration Bond Portfolio – I Class

SCHEDULE B

EFFECTIVE March [    ], 2012

TO THE

FUND PARTICIPATION AGREEMENT DATED February 13, 2006

The following Separate Accounts and Associated Contracts of TIAA-CREF Life Insurance Company are permitted in accordance with the provisions of the Participation Agreement to invest in the Designated Funds of the                     Trust shown in Schedule B.

NAME OF SEPARATE ACCOUNT: TIAA-CREF Life Separate Account VLI-1

CONTRACT(S):

• Intelligent Life Variable Universal Life Insurance Policy

• Intelligent Life Survivorship Variable Universal Life Insurance Policy

NAME OF SEPARATE ACCOUNT: TIAA-CREF Life Separate Account VA-1

CONTRACT(S):

• Intelligent Variable Annuity Contract

NAME OF SEPARATE ACCOUNT: TIAA-CREF Life Separate Account VLI-2

CONTRACT(S):

• M Intelligent Variable Universal Life Policy

• M Intelligent Survivorship Variable Universal Life Policy