AMENDMENT TO PARTICIPATION AGREEMENT

Exhibit (8)(CD)

AMENDMENT TO PARTICIPATION AGREEMENT

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

WHEREAS, the Company, the Fund and Underwriter are parties to that certain Participation Agreement dated November 14, 2011, as amended (the “Agreement”);

WHEREAS, the parties desire to add X. Xxxx Price Equity Series, Inc. as a party to the Participation Agreement;

WHEREAS, X. Xxxx Price Equity Series, Inc. desires to become a party to the Participation Agreement (which together with the X. Xxxx Price Fixed Income Series, Inc. shall collectively be referred to as the “Funds”);

WHEREAS, the parties desire to add the X. Xxxx Price Health Sciences Portfolio (“Portfolio”); and

WHEREAS, the parties desire to amend Schedule A of the Agreement to reflect the additional Fund and Portfolio.

NOW, THEREFORE, in consideration of their mutual promises, the Company, the Fund and the Underwriter agree as follows:

1. Schedule A is hereby deleted in its entirety and replaced with the attached Schedule A.

2. The parties do hereby agree to add X. Xxxx Price Equity Series, Inc. as a party to the Participation Agreement, with the same rights and obligations as afforded to and undertaken by X. Xxxx Price Fixed Income Series, Inc. in the Participation Agreement.

3. X. Xxxx Price Equity Series, Inc. hereby agrees to be added as a party to the Participation Agreement, with the same rights and obligations as are afforded to and undertaken by X. Xxxx Fixed Income Series, Inc. in the Participation Agreement.

4. All other terms of the Agreement shall remain in full force and effect.

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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed in its name and on its behalf by its duly authorized representative as of the date first above written.

COMPANY:		TIAA-CREF LIFE INSURANCE COMPANY
		By its authorized officer
		By:
		Name:		Xxxx Xxxxxx
		Title:		Vice President
		Date:		9/29/2014
FUND:		X. XXXX PRICE EQUITY SERIES, INC.
		By its authorized officer
		By:
		Name:		Xxxxxxx X. Xxxxxx
		Title:		Vice President
		Date:		10/9/14
FUND:		X. XXXX PRICE FIXED INCOME SERIES, INC.
		By its authorized officer
		By:
		Name:		Xxxxxxx X. Xxxxxx
		Title:		Vice President
		Date:		10/9/14

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UNDERWRITER:		X. XXXX PRICE INVESTMENT SERVICES, INC.
		By its authorized officer
		By:
		Name:		Xxxx Xxxxxxx-Xxxx
		Title:		Vice President
		Date:		10/9/14

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