0001193125-08-088030 Sample Contracts

FORM OF INVESTMENT ACCOUNTING AGREEMENT
Investment Accounting Agreement • April 23rd, 2008 • TIAA Separate Account VA-3 • Massachusetts

This Master Investment Accounting Agreement (the “Agreement”) is made effective as of , 2007 by and between STATE STREET BANK AND TRUST COMPANY, a trust company established under the laws of the Commonwealth of Massachusetts located at 801 Pennsylvania, Kansas City, MO 64105 (“State Street”), and TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA, a life insurance company organized and existing under the laws of New York and located at 730 Third Avenue, New York, New York 10017-3206 (“TIAA”) and TIAA-CREF LIFE INSURANCE COMPANY, a life insurance company organized and existing under the laws of New York and located at 730 Third Avenue, New York, New York 10017-3206 (“TC Life”) (TC Life and TIAA each individually referred to herein as the “Insurance Company”), each with respect to each of its separate accounts listed on Schedule A hereto, as it may be amended from time to time, incorporated herein by reference (each such separate account shall hereinafter be referred to as an “Account

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Teachers Insurance and Annuity Association of America Telephone: [800-842-2733] Group Annuity Contract
TIAA Separate Account VA-3 • April 23rd, 2008

This is a contract between you, the policyholder, and us, Teachers Insurance and Annuity Association of America (TIAA). 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 and the policyholder under the contract. PLEASE READ THE CONTRACT. IT IS IMPORTANT.

Teachers Insurance and Annuity Association of America Telephone: [800-842-2733] Retirement Choice Annuity Contract
TIAA Separate Account VA-3 • April 23rd, 2008

This is a contract between you, the contractholder, and us, Teachers Insurance and Annuity Association of America (TIAA). 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 and the contractholder under the contract. PLEASE READ THIS CONTRACT. IT IS IMPORTANT.

DOMESTIC CUSTODY AGREEMENT BETWEEN TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA ON BEHALF OF TIAA SEPARATE ACCOUNT VA-3 AND JPMORGAN CHASE BANK, N.A. October 20, 2006
Domestic Custody Agreement • April 23rd, 2008 • TIAA Separate Account VA-3 • New York

This Agreement, dated October 20, 2006, is between JPMORGAN CHASE BANK, N.A. (“Bank”), with a place of business at 270 Park Avenue, New York, New York; and TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA on behalf of TIAA Separate Account VA-3 (“Customer”) with a place of business at 730 Third Avenue, New York, New York.

Teachers Insurance and Annuity Association of America Telephone: [800-842-2733] Supplemental Retirement Annuity Contract
TIAA Separate Account VA-3 • April 23rd, 2008

Annuitant: [John D. Professor] Contract Number: [B-xxxxxx-x] Date of Issue : [01 01 2002] This is a contract between you, the annuitant, and us, Teachers Insurance and Annuity Association of America (TIAA). PLEASE READ YOUR CONTRACT. IT IS IMPORTANT.

Annuitant: [John D. Professor] Contract Number: [B-xxxxxx-x] Date of Issue: [01 01 2002]
TIAA Separate Account VA-3 • April 23rd, 2008

This is a contract between you, the annuitant, and us, Teachers Insurance and Annuity Association of America (TIAA). PLEASE READ YOUR CONTRACT. IT IS IMPORTANT.

AMENDMENT TO FUND PARTICIPATION AND SERVICE AGREEMENT
Fund Participation and Service Agreement • April 23rd, 2008 • TIAA Separate Account VA-3

This Amendment is entered into as of , 2007, 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 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 collectively called the “Funds” and, individually, a “Fund”).

FORM OF AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 23rd, 2008 • TIAA Separate Account VA-3

This Amendment is entered into as of July , 2007, 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”), (“Underwriter”) and (“Adviser”).

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