0001193125-12-175904 Sample Contracts

SECOND AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 23rd, 2012 • TIAA Separate Account VA-3

This Second Amendment to Participation Agreement (“Amendment”) is entered into by and among Legg Mason Investor Services, LLC, (the “Underwriter”, “We” or “Us”), Western Asset Management Company (the “Adviser”) and Teachers Insurance and Annuity Association of America (the “Company”, “You” or “Your”), collectively (the “Parties”).

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FOURTH AMENDMENT TO FUND PARTICIPATION AND SERVICE AGREEMENT
Fund Participation and Service Agreement • April 23rd, 2012 • TIAA Separate Account VA-3

This Amendment is entered into as of April 16, 2012, 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”).

AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 23rd, 2012 • TIAA Separate Account VA-3

This Amendment is entered into as of March 15, 2012, 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 Institutional Mutual Funds, Teachers Advisors, Inc. (“Adviser”) and Teachers Personal Investors Services, Inc. (“Underwriter”).

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