0001193125-07-228386 Sample Contracts

FIRST AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • October 29th, 2007 • Tiaa Cref Life Separate Account Va-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”).

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SECOND AMENDMENT TO PARTICIPATION AGREEMENT AMONG CALAMOS ADVISORS TRUST CALAMOS ADVISORS LLC CALAMOS FINANCIAL SERVICES LLC and TIAA-CREF LIFE INSURANCE COMPANY
Participation Agreement • October 29th, 2007 • Tiaa Cref Life Separate Account Va-1

This Amendment (the “Amendment”) is made and entered into as of the 24th day of July, 2007, by and among Calamos advisors Trust, Calamos Advisors LLC, Calamos Financial Services LLC and TIAA-CREF Life Insurance Company.

PARTICIPATION AGREEMENT AMENDMENT NO. 1 Effective as of July 24, 2007
Participation Agreement • October 29th, 2007 • Tiaa Cref Life Separate Account Va-1

THE PARTICIPATION AGREEMENT, dated as of the 1st day of March, 2006 by and among TIAA-CREF Life Insurance Company (the “Company”), on its own behalf and on behalf of its separate accounts (the “Accounts”); WANGER ADVISORS TRUST (the “Fund”); COLUMBIA WANGER ASSET MANAGEMENT, LLP (the “Adviser”); and COLUMBIA MANAGEMENT DISTRIBUTORS, INC. (the “Distributor”) is hereby amended as follows:

AGREEMENT
Agreement • October 29th, 2007 • Tiaa Cref Life Separate Account Va-1 • New York

THIS AGREEMENT (“Agreement”) made as of March 1, 2006, is by and between ROYCE & ASSOCIATES, LLC, a Delaware limited liability company (“Adviser”) and TIAA-CREF LIFE INSURANCE COMPANY, a life insurance company organized under the laws of the State of New York (“Company”).

FIRST AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • October 29th, 2007 • Tiaa Cref Life Separate Account Va-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 • October 29th, 2007 • Tiaa Cref Life Separate Account Va-1

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

PARTICIPATION AGREEMENT AMENDMENT NO. 1 Effective as of July 24, 2007
Participation Agreement • October 29th, 2007 • Tiaa Cref Life Separate Account Va-1

THE PARTICIPATION AGREEMENT, dated as of the 8th day of March, 2006 (the “Agreement”), by and among TIAA-CREF Life Insurance Company (“Company”), on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A (each an “Account”), PIMCO Variable Insurance Trust (the “Fund”), and Allianz Global Investors Distributors LLC (the “Underwriter”), (collectively, the “Parties”) is hereby amended as follows:

PARTICIPATION AGREEMENT AMENDMENT NO. 1 Effective as of July 24, 2007
Participation Agreement • October 29th, 2007 • Tiaa Cref Life Separate Account Va-1

This agreement (the “Agreement”), dated as of the 5th day of January, 2007 among PRINCIPAL VARIABLE CONTRACTS FUND, INC. (“PVC”), PRINCIPAL FUNDS DISTRIBUTOR, INC. (“PFDI”), and TIAA-CREF Life Insurance Company (the “Company”) on its own behalf and on behalf of each segregated asset account of the Company is hereby amended as follows:

Amendment No. 1 to Administrative Services Agreement Franklin Templeton Services, LLC TIAA-CREF Life Insurance Company
Administrative Services Agreement • October 29th, 2007 • Tiaa Cref Life Separate Account Va-1

THIS AMENDMENT is made by and between Franklin Templeton Services, LLC (the “Fund Administrator”) and TIAA-CREF Life Insurance Company (the “Company”).

AMENDMENT TO FUND PARTICIPATION AGREEMENT (Service Shares)
Fund Participation Agreement • October 29th, 2007 • Tiaa Cref Life Separate Account Va-1

This Amendment to the Fund Participation Agreement (“Agreement”) dated February 7, 2006 between Janus Aspen Series, an open-end management investment company organized as a Delaware business trust (the “Trust”), and TIAA-CREF Life Insurance Company, a New York life insurance company (the “Company”) is effective as of July 24, 2007.

AMENDMENT TO FUND PARTICIPATION AGREEMENT (Institutional Shares)
Fund Participation Agreement • October 29th, 2007 • Tiaa Cref Life Separate Account Va-1

This Amendment to the Fund Participation Agreement (“Agreement”) dated February 7, 2006, between Janus Aspen Series, an open-end management investment company organized as a Delaware business trust (the “Trust”) and TIAA-CREF Life Insurance Company, a New York life insurance company (the “Company”) is effective as of July 24, 2007.

Amendment No. 2 to Participation Agreement Franklin Templeton Variable Insurance Products Trust Franklin/Templeton Distributors, Inc. TIAA-CREF Life Insurance Company
Participation Agreement • October 29th, 2007 • Tiaa Cref Life Separate Account Va-1

Franklin Templeton Variable Insurance Products Trust (the “Trust”), Franklin/Templeton Distributors, Inc. (the “Underwriter,” and together with the Trust, “we” or “us”), TIAA-CREF Life Insurance Company (the “Company” or “you”), on your behalf and on behalf of certain Accounts, have previously entered into a Participation Agreement dated February 1, 2006 and amended June 5, 2007 (the “Agreement”). The parties now desire to amend the Agreement by this amendment (the “Amendment”).

PARTICIPATION AGREEMENT AMENDMENT NO. 1 Effective as of July 24, 2007
Participation Agreement • October 29th, 2007 • Tiaa Cref Life Separate Account Va-1

THE PARTICIPATION AGREEMENT, dated as of the 20th day of March, 2006 by and among TIAA-CREF Life Insurance Company (“Company”), on its own behalf and on behalf of each separate account of the Company named in Schedule 1 (each an “Account”), Credit Suisse Trust (the “Fund”), Credit Suisse Asset Management, LLC (the “Advisor”) and Credit Suisse Asset Management Securities, Inc. (CSAMSI), is hereby amended as follows:

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 • October 29th, 2007 • Tiaa Cref Life Separate Account Va-1

This Amendment is made this 24th day of July, 2007, 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”).

FIRST AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • October 29th, 2007 • Tiaa Cref Life Separate Account Va-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”).

FIRST AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • October 29th, 2007 • Tiaa Cref Life Separate Account Va-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”).

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