FIRST AMENDMENT TO PARTICIPATION AGREEMENT

Exhibit (h)(22)

FIRST AMENDMENT TO

PARTICIPATION AGREEMENT

This First Amendment to Participation Agreement (“Amendment”) is entered into as of April 28, 2007 by and among Xxxx Xxxxx Investor Services, LLC, (the “Distributor”), Xxxx Xxxxx Partners Variable Equity Trust and TIAA-CREF Life Insurance Company, (the “Company” or “You”).

WHEREAS, the parties desire to amend the agreement to reflect the name change of the Trust Entities and the Fund names;

WHEREAS, the parties entered into a Participation Agreement dated February, 2006, (the “Agreement”);

WHEREAS, the parties desire to amend Schedule B to the Participation Agreement;

NOW, THEREFORE, in consideration of these premises and the terms and conditions set forth herein, the parties agree as follows:

1. Schedule B of the Agreement shall be deleted in its entirety and replaced with Schedule B attached hereto.

2. Other Terms.

Other than the foregoing, all other terms and conditions of the Agreement shall remain unchanged and in full force and effect and are ratified and confirmed in all respects by the parties to this Amendment.

IN WITNESS WHEREOF, You and Distributor have caused this Amendment to be executed and delivered as of the date first above written.

Xxxx Xxxxx Investor Services, LLC						TIAA-CREF Life Insurance Company
By:		/s/ Xxxx Xxxxxx				By:
Name:		Xxxx Xxxxxx				Name:
Title:		Managing Director				Title:
Date:						Date:
Xxxx Xxxxx Partners Variable Equity Trust
By:
Name:
Title:
Date:

1

SCHEDULE A

PORTFOLIOS AVAILABLE UNDER THE CONTRACTS

Old Trust Name		Old Fund Name		New Trust Name		New Fund Name		Cusip/Class
Greenwich Street Series Fund		Salomon Brothers Aggressive Growth		Xxxx Xxxxx Partners Variable Equity Trust		Xxxx Xxxxx Partners Variable Aggressive Growth Portfolio*		00000X000 Class I

* Surviving fund into which old fund merged.

2