0001193125-15-151768 Sample Contracts

MFS Investment Management 111 Huntington Avenue Boston, Massachusetts 02199 T +1 617 954 5000
Participation Agreement • April 28th, 2015 • Tiaa-Cref Life Separate Account Vli-1

Reference is hereby made to the Participation Agreement by and among the Trusts, TIAA-CREF Life Insurance Company (the “Company”), and MFS Fund Distributors, Inc. (“MFD”) dated February 28th, 2006, as amended (the “Participation Agreement”). The purpose of this Letter Agreement is to confirm certain financial arrangements between MFD, the underwriter to the Trusts, and the Company in connection with the Company’s investment in the Trusts on behalf of certain separate accounts, as listed in Schedule A of the Participation Agreement.

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AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 28th, 2015 • Tiaa-Cref Life Separate Account Vli-1

THIS AMENDMENT TO THE AGREEMENT by and among TIAA-CREF Life Insurance Company (hereinafter, the “Company”), a New York insurance company, the T. Rowe Price Fixed Income Series, Inc., a corporation organized under the laws of Maryland (hereinafter referred to as the “Fund”) and T. Rowe Price Investment Services, Inc. (hereinafter the “Underwriter”), a Maryland corporation is effective as of October 14, 2014.

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