0001193125-13-172504 Sample Contracts

AMENDMENT TO FUND PARTICIPATION AND SERVICE AGREEMENT
Fund Participation and Service Agreement • April 25th, 2013 • TIAA Separate Account VA-3

This Amendment is entered into as of April 1, 2013, by and among Teachers Insurance and Annuity Association of America (the “Company”) on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A of the Agreement (as defined below) as may be amended from time to time, DFA Investment Dimensions Group Inc. (the “Fund”), a Maryland corporation, Dimensional Fund Advisors LP, a Delaware limited partnership (the “Adviser”), and DFA Securities LLC, a Delaware limited liability company (the “Underwriter”).

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THE VANGUARD GROUP, INC. AMENDMENT TO AGREEMENT
To Agreement • April 25th, 2013 • TIAA Separate Account VA-3

THIS AMENDMENT TO AGREEMENT (this “Amendment”), made as of this 23rd day of April, 2013, is by and among THE VANGUARD GROUP, INC. (“Vanguard”), a Pennsylvania corporation with its principal place of business in Pennsylvania, TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA (the “Company”), a New York life insurance company with its principal place of business in New York, on its own behalf and on behalf each segregated asset account of the Company identified on Schedule A attached to the Agreement (as defined below), as amended from time to time, and JPMORGAN CHASE BANK, N.A. (the “NSCC Firm”), a national banking association with its principal place of business in Ohio.

AMENDMENT TO FUND PARTICIPATION AND SERVICE AGREEMENT
Fund Participation and Service Agreement • April 25th, 2013 • TIAA Separate Account VA-3

This Amendment is entered into as of March 19, 2013, by and among Teachers Insurance and Annuity Association of America (the “Company”) on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A of the Agreement (as defined below) as may be amended from time to time and Dodge and Cox Funds, A Delaware Statutory trust, as distributor for shares of the Dodge and Cox family of mutual funds (collectively, the “Funds” or “You” and individually, a “Fund”).

AMENDMENT TO FUND PARTICIPATION AND SERVICE AGREEMENT
Fund Participation and Service Agreement • April 25th, 2013 • TIAA Separate Account VA-3

This Amendment is entered into as of March 22, 2013, by and among Teachers Insurance and Annuity Association of America (the “Company”) on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A of the Agreement as may be amended from time to time, T. Rowe Price Associates, Inc. (“Adviser”), on behalf of itself and the T. Rowe Price Funds (“Fund” or “Funds”) and T. Rowe Price Investment Services, Inc. (hereinafter the “Underwriter”), a Maryland corporation. For purposes of this Amendment, the Fund, Adviser and Underwriter are together referred to as “You.”

FIFTH AMENDMENT TO FUND PARTICIPATION AND SERVICE AGREEMENT
Fund Participation and Service Agreement • April 25th, 2013 • TIAA Separate Account VA-3

This Amendment is entered into as of April 11 , 2013, by and among Teachers Insurance and Annuity Association of America (the “Insurance Company”) on its own behalf and on behalf of each segregated asset account of the Insurance Company set forth on Exhibit A of the Agreement (as defined below) as may be amended from time to time (individually and collectively “Separate Accounts”), TIAA-CREF Individual & Institutional Services, LLC (“TC Services”, being a party only for the purpose of consenting to this Amendment), American Funds Distributors, Inc. (the “Distributor”), American Funds Service Company (the “Transfer Agent”), and Capital Research and Management Company (the “Adviser”) on behalf of each of the open-end investment companies, or series thereof for which Distributor, Transfer Agent and Adviser provide services (hereinafter called the “Funds” and, individually, a “Fund”). For purposes of this Amendment, Distributor, Transfer Agent and Adviser are together referred to as “You.”

THIRD AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 25th, 2013 • TIAA Separate Account VA-3

This Third Amendment to Participation Agreement (“Amendment”) is entered into as of April 8, 2013 by and among Legg Mason Investor Services, LLC, (the “Underwriter”), Western Asset Management Company (the “Adviser”) and Teachers Insurance and Annuity Association of America (the “Company”), collectively (the “Parties”). For purposes of this Amendment, the Adviser and Underwriter are together referred to as “You.”

AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 25th, 2013 • TIAA Separate Account VA-3

This Amendment is entered into as of March 18, 2013 , by and among Teachers Insurance and Annuity Association of America (the “Company”) on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A of the Agreement (as defined below) as may be amended from time to time (individually and collectively the “Account”), the TIAA-CREF Funds, (formerly, the TIAA-CREF Institutional Mutual Funds), Teachers Advisors, Inc. (“Adviser”) and Teachers Personal Investors Services, Inc. (“Underwriter”). For purposes of this Amendment, TIAA-CREF Funds, Adviser and Underwriter are together referred to as “You.”

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