0000930413-06-008817 Sample Contracts

PARTICIPATION AGREEMENT
Participation Agreement • December 22nd, 2006 • TIAA Separate Account VA-3 • New York

THIS AGREEMENT, made and entered into as of this ___ day of _____________, 2006 by and between Teachers Insurance and Annuity Association of America (hereinafter, the “Company”), a New York domiciled life insurance company, on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A hereto as may be amended from time to time (each account hereinafter referred to as the “Account”), Legg Mason Investor Services, LLC, a Delaware limited liability company (hereinafter, the “Underwriter”) and Western Asset Management Company, a California corporation (hereinafter, the “Adviser”) with respect to investments in Western Asset Funds, Inc., a Maryland corporation (hereinafter the “Fund”).

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FUND PARTICIPATION AND SERVICE AGREEMENT
Participation and Service Agreement • December 22nd, 2006 • TIAA Separate Account VA-3 • New York

Teachers Insurance and Annuity Association of America (hereinafter called the “Insurance Company”), for itself and on behalf of one or more separate accounts of the Insurance Company listed on Exhibit A (hereinafter called "Separate Accounts"), TIAA-CREF Individual & Institutional Services, LLC (for purposes of paragraph 9(e) only), American Funds Distributors, Inc. (hereinafter called “Distributor”), American Funds Service Company (hereinafter called “Transfer Agent”), Capital Research and Management Company (hereinafter called “Adviser”) on behalf of each of the open-end investment companies, or series thereof for which Distributor, Transfer Agent and Adviser provide services (hereinafter collectively called the "Funds" and, individually, a "Fund"), for good and valuable consideration, hereby agree on this ____ day of ___________ 2006, that Class R-5 shares (“shares” or “Class R Shares”) of the Funds listed on Exhibit A shall be made available to serve as underlying investment media

PARTICIPATION AGREEMENT among TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA, TIAA-CREF INSTITUTIONAL MUTUAL FUNDS, TEACHERS ADVISORS, INC. and TEACHERS PERSONAL INVESTORS SERVICES, INC.
Participation Agreement • December 22nd, 2006 • TIAA Separate Account VA-3 • New York

THIS AGREEMENT, dated as of the _____ day of _____________, 2006, by and among Teachers Insurance and Annuity Association of America, a New York domiciled life insurance company (hereinafter the “Company”), on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A hereto as may be amended from time to time (hereinafter referred to individually and collectively as the “Account”), TIAA-CREF Institutional Mutual Funds, a Delaware statutory trust (hereinafter the “Fund”), Teachers Advisors, Inc., a Delaware corporation (hereinafter, the “Adviser”), and Teachers Personal Investors Services, Inc., a Delaware corporation (hereinafter the “Underwriter”).

DISTRIBUTION AGREEMENT FOR THE CONTRACTS FUNDED BY TIAA SEPARATE ACCOUNT VA-3
Distribution Agreement • December 22nd, 2006 • TIAA Separate Account VA-3 • New York

THIS AGREEMENT made this ___ day of ___________________, 2006 by and among Teachers Insurance and Annuity Association of America ("TIAA"), a New York insurance corporation, for itself and on behalf of TIAA Separate Account VA-3 (the "Separate Account"), a separate account of TIAA established pursuant to the New York State Insurance Law, and TIAA-CREF Individual & Institutional Services, LLC (“Services”), a Delaware limited liability company.

AGREEMENT Between
Agreement • December 22nd, 2006 • TIAA Separate Account VA-3 • New York

THIS AGREEMENT, made and entered into as of this ______ day of __________, 2006 by and between Teachers Insurance and Annuity Association of America (hereinafter, the “Company”), a New York domiciled life insurance company, on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A hereto as may be amended from time to time (each account hereinafter referred to as the “Account”), T. Rowe Price Associates, Inc. (“Adviser”), on behalf of itself and the Fund (defined below) and T. Rowe Price Investment Services, Inc. (hereinafter the “Underwriter”), a Maryland corporation.

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