0001193125-07-098084 Sample Contracts

Shareholder Information Agreement Franklin Templeton Variable Insurance Products Trust
Shareholder Information Agreement • May 2nd, 2007 • Tiaa-Cref Life Separate Account Vli-1

This Shareholder Information Agreement (“Agreement”) is entered into as of April 16, 2007, and is among Franklin/Templeton Distributors, Inc. (“Distributors”) on behalf of each Fund, as defined below, and the Intermediary, as defined below. Unless otherwise specified, capitalized terms have the meaning set out under “Definitions,” below.

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PRINCIPAL VARIABLE CONTRACTS FUND, INC. PARTICIPATION AGREEMENT
Participation Agreement • May 2nd, 2007 • Tiaa-Cref Life Separate Account Vli-1 • New York

THIS AGREEMENT is made as of this 5th day of January, 2007 among PRINCIPAL VARIABLE CONTRACTS FUND, INC., an open-end management investment company organized under the laws of the State of Maryland (“PVC”), PRINCIPAL FUNDS DISTRIBUTOR, INC. (“PFDI”), a principal underwriter for the Class 1 shares of PVC, organized under the laws of the State of Washington (and known as WM Funds Distributor, Inc. prior to the time this Agreement becomes effective), and , a life insurance company organized under the laws of the State of (the “Company”), on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A, as may be amended from time to time (the “Accounts”).

Neuberger Berman Management Inc. NEUBERGER BERMAN A Lehman Brothers Company
Distribution and Administrative Services Agreement • May 2nd, 2007 • Tiaa-Cref Life Separate Account Vli-1

This is a Distribution and Administrative Services Agreement between Neuberger Berman Management Inc. (“NBMT’) and TIAA-CREF Life Insurance Company (the “Company”), effective as of February 13, 2006 (the “Services Agreement”). The Company is a life insurance company (“Life Company”) or is a broker-dealer (“Underwriter”) that is affiliated with the Company and that serves as the principal underwriter for variable annuity and/or variable life insurance contracts issued by the Life Company.

Administrative Services Agreement Franklin Templeton Services, LLC TIAA-CREF Life Insurance Company
Administrative Services Agreement • May 2nd, 2007 • Tiaa-Cref Life Separate Account Vli-1 • California
RULE 22C-2 AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • May 2nd, 2007 • Tiaa-Cref Life Separate Account Vli-1

AMENDMENT entered into as of , 2007, by and between Allianz Global Investors Distributors LLC (“AGID”), the principal underwriter for Premier VIT and PIMCO Variable Insurance Trust (each a “Trust” and, collectively, the “Trusts”) and (“Intermediary”).

Credit Suisse Funds Rule 22c-2 Shareholder Information Agreement
Shareholder Information Agreement • May 2nd, 2007 • Tiaa-Cref Life Separate Account Vli-1 • New York

This Shareholder Information Agreement (the “Agreement”) is entered into as of March 1, 2007 by and between (i) Credit Suisse Asset Management Securities, Inc. (“CSAMSI”), on behalf of each of the Credit Suisse Funds, and (ii) the undersigned intermediary (“Intermediary”) with an effective date of October 16, 2007 or such earlier date as mutually agreed upon by the parties.

FIRST AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • May 2nd, 2007 • Tiaa-Cref Life Separate Account Vli-1

This First Amendment to Administrative Services Agreement (“Amendment”) is entered into as of April 28, 2007 by and among Legg Mason Investor Services, LLC, (the “Distributor”), and TIAA-CREF Life Insurance Company, (the “Company” or “You”).

February 7, 2006 Mr. Ed Hancock TIAA-CREF Life Insurance Company New York, NY 10017 Dear Mr. Hancock:
Administrative Services Agreement • May 2nd, 2007 • Tiaa-Cref Life Separate Account Vli-1 • Colorado

This letter sets forth the agreement between TIAA-CREF Life Insurance Company (the “Company”), and Janus Capital Management LLC (the “Adviser”), concerning certain administrative services.

FIRST AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • May 2nd, 2007 • Tiaa-Cref Life Separate Account Vli-1

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

RULE 22c-2 SHAREHOLDER INFORMATION ACCESS AGREEMENT (NEUBERGER BERMAN FAMILY OF FUNDS)
Shareholder Information Access Agreement • May 2nd, 2007 • Tiaa-Cref Life Separate Account Vli-1 • New York

This Agreement is entered into as of March 1, 2007 by and between Neuberger Berman Management Inc. (“NBMI”) and the undersigned intermediary (“Intermediary”).

RULE 22c-2 AGREEMENT (for use with Insurance Companies)
Rule 22c-2 Agreement • May 2nd, 2007 • Tiaa-Cref Life Separate Account Vli-1

THIS AGREEMENT is made effective as of April 4, 2007 by Delaware Service Company, Inc. (“DSC”) and TIAA-CREF Life Insurance Company (“Intermediary”):

DISTRIBUTION AND SHAREHOLDER SERVICES AGREEMENT Service Shares of Janus Aspen Series (for Insurance Companies)
Distribution Agreement • May 2nd, 2007 • Tiaa-Cref Life Separate Account Vli-1 • Colorado

This Agreement is made as of February 7, 2006, by and between Janus Distributors LLC (the “Distributor”), a Delaware limited liability company, and TIAA-CREF Life Insurance Company (the “Company”), a New York corporation.

FUND/SERV AND NETWORKING SUPPLEMENT TO PARTICIPATION AGREEMENT BY AND AMONG TIAA-CREF LIFE INSURANCE COMPANY MFS VARIABLE INSURANCE TRUST AND MASSACHUSETTS FINANCIAL SERVICES COMPANY
Fund/Serv and Networking Supplement to Participation Agreement • May 2nd, 2007 • Tiaa-Cref Life Separate Account Vli-1 • New York

This Fund/SERV and Networking Supplement, dated as of February 28, 2006 (the “Supplement”), to the Participation Agreement, dated as of February 28, 2006 by and among TIAA-CREF LIFE INSURANCE COMPANY (the “Company”), MFS Variable Insurance Trust (the “Trust”), and Massachusetts Financial Services Company (“MFS”) (the “Agreement”).

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 • May 2nd, 2007 • Tiaa-Cref Life Separate Account Vli-1

This Amendment is made this day of , 2006, 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”).

Munich American Reassurance Company
Automatic Yrt Reinsurance Agreement • May 2nd, 2007 • Tiaa-Cref Life Separate Account Vli-1 • New York

This is a YRT agreement for indemnity reinsurance (the “Agreement”) solely between TIAA-CREF Life Insurance Company, of New York, New York (the “Ceding Company”), and Munich American Reassurance Company of Atlanta, Georgia (“MARC”), collectively referred to as the “parties”.

March 20, 2006 Ladies and Gentlemen:
Administrative Services Agreement • May 2nd, 2007 • Tiaa-Cref Life Separate Account Vli-1

This letter sets forth the agreement between Credit Suisse Asset Management, LLC (“CSAM”) and TIAA-CREF Life Insurance Company (the “Company”) concerning certain administrative services to be provided by you on a sub-administration basis, with respect to Designated Portfolios (as defined below) of Credit Suisse Trust (the “Fund”).

FIRST AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • May 2nd, 2007 • Tiaa-Cref Life Separate Account Vli-1

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

INDEMNIFICATION AGREEMENT BETWEEN MASSACHUSETTS FINANCIAL SERVICES COMPANY AND TIAA-CREF LIFE INSURANCE COMPANY
Indemnification Agreement • May 2nd, 2007 • Tiaa-Cref Life Separate Account Vli-1 • Massachusetts

THIS AGREEMENT (the “Agreement”) is made and entered into this 26th day of February, 2006, by and between MASSACHUSETTS FINANCIAL SERVICES COMPANY, a Delaware corporation (“MFS”), and TIAA-CREF LIFE INSURANCE COMPANY, a New York corporation (the “Company”), on its own behalf and on behalf of segregated asset accounts of the Company (the “Accounts”).

Reinsurance Agreement #0852301 This Automatic Self Administered YRT Reinsurance Agreement Effective March 1, 2006 (hereinafter referred to as the “Agreement”) is made between TIAA-CREF Life Insurance Company a New York insurance company (hereinafter...
Reinsurance Agreement • May 2nd, 2007 • Tiaa-Cref Life Separate Account Vli-1 • New York

This Agreement is an indemnity reinsurance agreement solely between the Company and the Reinsurer. The Company’s liability to its insureds is separate and apart from the Reinsurer’s liability to the Company. The acceptance of risks under this Agreement by the Reinsurer will create no right or legal relation between the Reinsurer and the insured, owner, beneficiary, or assignee of any insurance policy of the Company.

ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • May 2nd, 2007 • Tiaa-Cref Life Separate Account Vli-1 • New York

TIAA-CREF Life Insurance Company (the “Company”) and LEGG MASON INVESTOR SERVICES, LLC (“LMIS”) (the “Distributor”) mutually agree to the arrangements set forth in this Administrative Services Agreement (the “Agreement”) dated February , 2006.

Information Sharing Agreement
Information Sharing Agreement • May 2nd, 2007 • Tiaa-Cref Life Separate Account Vli-1

This Information Sharing Agreement (the “Agreement”), entered into as of October 16, 2006, or such other compliance date mandated by SEC Rule 22c-2 under the 1940 Act, by and between Royce Fund Services, Inc. (“RFS”) and TIAA-CREF (“Financial Intermediary”), confirms an agreement between the parties for the sharing of transaction information relating to any and all series of Royce Capital Fund (each a “Fund”) that may be offered by Financial Intermediary from time to time.

RULE 22c-2 SHAREHOLDER INFORMATION AGREEMENT
Shareholder Information Agreement • May 2nd, 2007 • Tiaa-Cref Life Separate Account Vli-1

This Agreement entered into as of April 16, 2007 (with compliance to begin on October 16, 2007), by and between MFS Fund Distributors, Inc. (“MFD”) and the party signing below (“Intermediary”).

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March 1, 2006 Ladies and Gentlemen:
Administrative Services Agreement • May 2nd, 2007 • Tiaa-Cref Life Separate Account Vli-1

This letter sets forth the agreement between Columbia Management Distributors, Inc. (“we” or “us”, or the “Distributor”) and TIAA-CREF Life Insurance Company (“you” or the “Company”) concerning certain administrative services to be provided by you on a sub-administration basis, with respect to Designated Portfolios (as defined below) of Wanger Advisors Trust (the ‘Trust” and each series a “Fund”).

Rule 22c-2 Shareholder Information Agreement
Shareholder Information Agreement • May 2nd, 2007 • Tiaa-Cref Life Separate Account Vli-1

THIS AGREEMENT is made as of the Effective Date (as defined below) by and between Prudential Investment Management Services LLC (“Fund Agent”) on behalf of the JennisonDryden and Strategic Partners families of mutual funds and such other funds for which it acts as distributor (the “Funds”) and TIAA-CREF Life Insurance Company (“Intermediary”).

FIRST AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • May 2nd, 2007 • Tiaa-Cref Life Separate Account Vli-1

This First Amendment to Administrative Services Agreement (“Amendment”) is entered into as of April 28, 2007 by and among Legg Mason Investor Services, LLC, (the “Distributor”), and TIAA-CREF Life Insurance Company, (the “Company” or “You”).

AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • May 2nd, 2007 • Tiaa-Cref Life Separate Account Vli-1

THIS AMENDMENT, dated as of the day of , 2006, by and among TIAA- CREF Life Insurance Company, Credit Suisse Trust, Credit Suisse Asset Management, LLC and Credit Suisse Asset Management Securities, Inc. Capitalized terms used but not defined herein have the meanings given to them in the Agreement.

AMENDMENT TO FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • May 2nd, 2007 • Tiaa-Cref Life Separate Account Vli-1

This amendment (the “Amendment”) is made and entered into as of May 5, 2006, by and among Calamos Financial Services LLC and TIAA-CREF Life Insurance Company (“Life Company”), in order to modify that certain Fund Participation Agreement entered into by the Parties as of March 7, 2006 (the “Agreement”).

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