0001193125-08-133305 Sample Contracts

MASTER INDEPENDENT CONTRACTOR AGREEMENT BETWEEN TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA AND MCCAMISH SYSTEMS, L.L.C.
Master Independent Contractor Agreement • June 13th, 2008 • TIAA-CREF Life Insurance CO • Life insurance • North Carolina

This Agreement is effective as of March 4, 2005 (“Effective Date”), by and between Teachers Insurance and Annuity Association of America (“TIAA”), a New York corporation, with a place of business at 730 Third Avenue, New York, New York 10017-3206, and McCamish Systems, L.L.C., a Georgia limited liability company with a principal place of business at 6425 Powers Ferry Road, Third Floor, Atlanta, Georgia 30339 ("Contractor").

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Contract Number [0-800135-6] Primary Owner [John J. Jones] Date of Issue [01 01 2008] Joint Owner [Jane Q. Jones or “None”] mo day year Annuitant [Jane J. Doe]
TIAA-CREF Life Insurance CO • June 13th, 2008 • Life insurance

This is a contract between you, the owner(s) of this contract, and TIAA-CREF Life Insurance Company (“TIAA-CREF Life,” “we,” “us”). This page refers briefly to some of the features of this contract. The next pages set forth in detail the rights and obligations of both TIAA-CREF Life and you under this contract.

FINANCIAL SUPPORT AGREEMENT
Financial Support Agreement • June 13th, 2008 • TIAA-CREF Life Insurance CO • Life insurance • New York

This Financial Support Agreement (“Agreement”) is entered into between Teachers Insurance and Annuity Association of America (“TIAA”) on behalf of TlAA-CREF Life Insurance Company (“T-C Life”) which is a downstream subsidiary of TIAA. Both TIAA and T-C Life are domiciled in the State of New York. The effective date of this Agreement is November 2, 1998.

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • June 13th, 2008 • TIAA-CREF Life Insurance CO • Life insurance • New York

This Investment Management Agreement (this “Agreement”) is made as of December 10, 1996, by and between Teachers Insurance and Annuity Association of America, a New York domiciled life insurance company (“Provider”) and TIAA Life Insurance Company, a New York domiciled life insurance company (“Company”).

TAX ALLOCATION AGREEMENT
Tax Allocation Agreement • June 13th, 2008 • TIAA-CREF Life Insurance CO • Life insurance

THIS AGREEMENT entered into as of January1, 1998 by and among TIAA Board of Overseers, a not -for-profit corporation formed under Chapter 880 of the Laws of the State of New York of 1937, as amended on November 17, 1989 (“Board of Overseers”), Teachers Insurance and Annuity Association of America, a stock life insurance company formed under the laws of the State of New York (“TlAA”), and the direct and indirect subsidiaries of TIAA listed on Schedule A hereto (each, a “Subsidiary” and collectively the “Subsidiaries”).

AMENDED AND RESTATED SERVICE AGREEMENT by and between TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA and TIAA-CREF LIFE INSURANCE COMPANY Dated as of January 1, 1999
Service Agreement • June 13th, 2008 • TIAA-CREF Life Insurance CO • Life insurance • New York

This Amended and Restated Service Agreement (this “Agreement”), dated as of the 1st day of January,1999, is entered into by and between Teachers Insurance and Annuity Association of America, a New York life insurance company (“Service Provider”), and TIAA-CREF Life Insurance Company, a New York life insurance company (“Recipient”).

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