0001193125-12-178181 Sample Contracts

PARTICIPATION AGREEMENT With TIAA-CREF LIFE INSURANCE COMPANY
Participation Agreement • April 24th, 2012 • TIAA-CREF Life Separate Account VLI-2 • Maryland

THIS AGREEMENT is made and entered into April 1, 2012, by and among M Fund, Inc., a corporation organized and existing under the laws of the State of Maryland (the “Fund”), M Financial Investment Advisers, Inc., a corporation organized and existing under the laws of the State of Colorado (the “Adviser”), M Holdings Securities, Inc., a corporation organized and existing under the laws of the State of Oregon (the “Distributor”), and TIAA-CREF LIFE INSURANCE COMPANY, a corporation organized and existing under the laws of the State of New York (the “Company”), on its own behalf and on behalf of each separate account of the Company identified herein.

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AMENDMENT TO FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 24th, 2012 • TIAA-CREF Life Separate Account VLI-2

This Amendment is made this 7th day of March, 2012, by and between Neuberger Berman Advisers Management Trust (the “Trust”), Neuberger Berman Management LLC a Delaware limited liability company (the “Distributor”) and TIAA-CREF Life Insurance Company (the “Company”) a New York Insurance Company.

Amendment No. 3 to Administrative Services Agreement Franklin Templeton Services, LLC TIAA-CREF Life Insurance Company
Administrative Services Agreement • April 24th, 2012 • TIAA-CREF Life Separate Account VLI-2

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 BETWEEN DELAWARE VIP TRUST, DELAWARE MANAGEMENT COMPANY, DELAWARE DISTRIBUTORS, L.P. AND TIAA-CREF LIFE INSURANCE COMPANY
Fund Participation Agreement • April 24th, 2012 • TIAA-CREF Life Separate Account VLI-2

This Amendment is made this 1st day of March, 2012, 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”) a New York Insurance Company.

FOURTH AMENDMENT dated as of February 29, 2012 to the PARTICIPATION AGREEMENT dated as of January 5, 2007 by and among PRINCIPAL VARIABLE CONTRACTS FUNDS, INC., (formerly PRINCIPAL VARIABLE CONTRACTS FUND, INC.) PRINCIPAL FUNDS DISTRIBUTOR, INC., and...
Fourth Amendment • April 24th, 2012 • TIAA-CREF Life Separate Account VLI-2 • Iowa

The parties have previously entered into the Agreement and have now agreed to amend the Agreement by the terms of this Fourth Amendment (this “Amendment”).

FOURTH AMENDMENT TO FUND PARTICIPATION AGREEMENT TIAA-CREF Life Insurance Company, The Prudential Series Fund, Prudential Investments LLC, and Prudential Investment Management Services LLC
Fund Participation Agreement • April 24th, 2012 • TIAA-CREF Life Separate Account VLI-2

THIS FOURTH AMENDMENT, dated as of March 1, 2012, is made part of the Participation Agreement (the “Agreement”), effective March 1, 2006, as amended by the First Amendment dated July 24, 2007, further amended by the Second Amendment dated September 1, 2008, and further amended by the Third Amendment dated February 24, 2011, among TIAA-CREF LIFE INSURANCE COMPANY (the “Company”), a life insurance company, on its own behalf and on behalf of its separate accounts; THE PRUDENTIAL SERIES FUND, an open-end management investment company organized under the laws of Delaware (the “Fund”); PRUDENTIAL INVESTMENTS LLC (the “Adviser”), a New York limited liability company; and PRUDENTIAL INVESTMENT MANAGEMENT SERVICES LLC (the “Distributor”), a Delaware limited liability company.

AMENDMENT TO FUND PARTICIPATION AGREEMENT (Institutional Shares)
Fund Participation Agreement • April 24th, 2012 • TIAA-CREF Life Separate Account VLI-2 • New York

This Amendment is made this 19th day of March, 2012, by and between Janus Aspen Series (the “Trust”), an open-end management investment company organized as a Delaware statutory trust, and TIAA-CREF Life Insurance Company (the “Company”) a New York Insurance Company.

Contract
TIAA-CREF Life Separate Account VLI-2 • April 24th, 2012
AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT
Participation Agreement • April 24th, 2012 • TIAA-CREF Life Separate Account VLI-2

This Amendment No. 1, effective as of March 1, 2012, amends the Participation Agreement, dated as of April 1, 2010 (the “Participation Agreement”), by and among TIAA-CREF Life Insurance Company, a New York life insurance company, on its own behalf and on behalf of its Separate Account(s) as set forth in Schedule A to the Participation Agreement; ING Investors Trust, an open-end management investment company and business trust organized under the laws of Delaware; and ING Investments Distributor, LLC (formerly “ING Funds Distributor, LLC”), a Delaware limited liability company.

AMENDMENT NO. 2 TO PARTICIPATION AGREEMENT BETWEEN PIMCO VARIABLE INSURANCE TRUST, PIMCO INVESTMENTS LLC and TIAA-CREF LIFE INSURANCE COMPANY
Participation Agreement • April 24th, 2012 • TIAA-CREF Life Separate Account VLI-2

THIS AMENDMENT (the “Amendment”) is made as of February 29, 2012 by and between TIAA-CREF Life Insurance Company (the “Company”), PIMCO Variable Insurance Trust (“PVIT”) and PIMCO Investments LLC (“PI,” and collectively with the Company and PVIT, the “Parties”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).

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