AMENDED AND RESTATED DISTRIBUTION AGREEMENT FOR THE TIAA-CREF INVESTMENT HORIZON ANNUITY CONTRACTS

Exhibit 1.0

AMENDED AND RESTATED DISTRIBUTION AGREEMENT

FOR THE TIAA-CREF INVESTMENT HORIZON ANNUITY CONTRACTS

THIS AMENDED AND RESTATED DISTRIBUTION AGREEMENT (this “Agreement”) is entered into effective as of the 12th day of November, 2008 by and among TIAA-CREF Life Insurance Company (“TC Life”), a New York-domiciled insurance company and TIAA-CREF Individual & Institutional Services, LLC (“TC Services”), a Delaware limited liability company.

WITNESSETH:

WHEREAS, TC Life has established a fixed annuity contract with a market value adjustment feature designated as the TIAA-CREF Investment Horizon Annuity (the “MVA Contracts”);

WHEREAS, TC Life has filed a registration statement to register the MVA Contracts under the Securities Act of 1933, as amended (the “1933 Act”) for sale to investors;

WHEREAS, TC Life desires to continue to retain TC Services to distribute the MVA Contracts and TC Services is willing to distribute the MVA Contracts in the manner and on the terms set forth in this Agreement;

WHEREAS, the parties entered into a Distribution Agreement for the TIAA-CREF Investment Horizon Annuity Contracts dated August 12, 2008 (the “Distribution Agreement”);

WHEREAS, the parties desire to amend and restate the Distribution Agreement in its entirety as provided in this Agreement;

WHEREAS, TC Services will continue to be the principal underwriter distributing the MVA Contracts and provide distribution services for the MVA Contracts as described below; and

WHEREAS, TC Life and TC Services desire to continue to assure that (i) all charges incurred hereunder are in accordance with the applicable insurance laws and regulations governing transactions with affiliates, (ii) to the extent practicable, expenses reflect actual costs and are arrived at in a fair and equitable manner and (iii) expenses reflecting estimated costs, whenever used, are adjusted periodically, to bring them into alignment with costs actually incurred.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, TC Life and TC Services agree to amend and restate the Distribution Agreement in its entirety as follows:

1. Distribution of the MVA Contracts.

(a) TC Life appoints TC Services as the principal underwriter and distributor of

the MVA Contracts and grants to TC Services the exclusive right, subject to the requirements of the 1933 Act and the Securities Exchange Act of 1934 (the “1934 Act”), in accordance with the terms set forth in this Agreement, to distribute the MVA Contracts during the term of this Agreement. TC Services accepts such appointment and agrees to provide services (the “Duties”) as provided in this Agreement including (1) distribution services in connection with the MVA Contracts and (2) advice services for owners of MVA Contracts in connection with their accumulations, which Duties include, but are not limited to: (i) providing access to customers to allow the purchase of the MVA Contracts; (ii) pre-screening of customers and opening new accounts; (iii) handling outbound and inbound sales calls; (iv) providing promotional, sales and advertising materials; (v) distributing definitive prospectuses and other information required to be distributed to prospective purchasers; (vi) monitoring and reviewing processes for effectuating changes to customer accounts; (vii) providing confirmation of securities transactions; (viii) resolving customer complaints/grievances; (ix) maintaining books and records as required under applicable law with respect to the distribution of the MVA Contracts; (x) providing duly registered or otherwise qualified personnel for the performance of the Duties under the Federal Securities Laws (defined below) and any applicable securities laws of any state or other jurisdiction in which the MVA Contracts may lawfully be sold; and (xi) maintaining sufficient facilities to perform the Duties under this Agreement. No facility of TC Services used in performing the Duties for or subject to use by TC Life will be deemed to be transferred, assigned, conveyed or leased by performance or use pursuant to this Agreement.

(b) Each party will implement and maintain appropriate measures reasonably designed to meet all applicable legal and regulatory requirements in connection with its performance of obligations with respect to the MVA Contracts including, without limitation, those applicable to safeguarding customer information and customer information systems under applicable state and federal privacy laws and with respect to TC Life, New York State Insurance Department (“NYSID”) Regulation No. 173. TC Services will adjust its information security program at the reasonable request of TC Life for any relevant changes dictated by TC Life’s assessment of risk around its customer information and customer information systems.

(c) TC Services agrees to comply with the applicable requirements of the securities laws as defined in Section 3(a)(47) of the 1934 Act, including any applicable rules or interpretations thereunder (hereinafter the “Federal Securities Laws”), any applicable securities laws of any state or jurisdiction in which the MVA Contracts are offered or sold, and the requirements of the Financial Industry Regulatory Authority (“FINRA”)(formerly the National Association of Securities Dealers, Inc. (“NASD”). More specifically, and without limitation, to the extent necessary to perform the Duties, TC Services and its associated persons performing the Duties will be duly registered or otherwise qualified under the Federal Securities Laws and any applicable securities laws of any state or other jurisdiction in which the MVA Contracts may lawfully be sold and in which TC Services is licensed or otherwise authorized to sell the MVA Contracts. TC Services has, and assumes, full responsibility for the securities activities of all persons engaged in the performance of the Duties, and each such person will be considered a “person associated” of TC Services as defined in Section 3(a)(18) of the 1934 Act, and, therefore, a person for whom TC Services has full responsibility in connection with training, supervision, and control as contemplated by Section 15(b)(4)(E) of the 1934 Act. TC Services will be responsible for the training, supervision and control of its associated persons for the purpose of the FINRA Rules of Fair Practice and the Federal Securities Laws and state securities

law requirements applicable in connection with the offering and sale of the MVA Contracts. In this connection, TC Services will adopt, retain, and revise, as necessary, written supervisory procedures in compliance with Section 3010 of the FINRA Conduct Rules (or successor regulations issued by FINRA). As part of its compliance responsibilities, TC Services specifically agrees that it will institute procedures to comply with FINRA Rule 2821. Whenever TC Services utilizes personnel allocated to it to perform the Duties for TC Life pursuant to this Agreement, such personnel will at all times remain employees performing Duties on behalf of TC Services, subject solely to its direction and control. TC Life will have no liability to such employees for their welfare, salaries, fringe benefits, legally required employer contributions and tax obligations to the extent such employees are performing Duties on behalf of TC Services under this Agreement.

(d) TC Services agrees to offer the MVA Contracts for sale in accordance with the then-current prospectus for the MVA Contracts filed with the Securities and Exchange Commission (the “SEC”) and deliver the prospectus that describes the MVA Contracts to the extent required under the 1933 Act and the rules promulgated thereunder. In providing the Duties with respect to this Agreement, TC Services agrees that where applicable personal contact or communication, both oral and written, with TC Life’s policyholders, insureds, beneficiaries and applicants will be done in the name of and on behalf of TC Life, except that the parties recognize certain communications with policyholders also may be deemed broker-dealer communications under applicable Federal Securities Laws and FINRA requirements. Accordingly, the parties recognize that the use of joint letterhead or other appropriate disclosure of the roles of the parties may be required for certain written communications. If any employees acting on behalf of TC Life have direct contact with TC Life’s policyholders, insureds beneficiaries or applicants in performing services from a location outside the State of New York, TC Life will establish and maintain a toll free telephone number for use by TC Life’s policyholders, insureds, beneficiaries and applicants. TC Life acknowledges and agrees that such toll free telephone number will also be used by TC Life’s policyholders, insureds, beneficiaries and applicants to contact employees performing Duties on behalf of TC Services.

(e) TC Life will promptly furnish TC Services with copies of all prospectuses, including supplements or amendments thereto, financial statements and other documents which TC Services reasonably requires for use in connection with the distribution of the MVA Contracts. TC Services will be entitled to rely on all documentation and information furnished to it by TC Life. TC Services will not give any information or make any representations other than those contained in such prospectuses, financial statements, and other documents that TC Life provides without first obtaining TC Life’s written approval; provided, however, that this requirement will not prevent TC Services from preparing or distributing sales literature or other related material that complies with any relevant securities law requirement.

(f) TC Services agrees to perform or supervise the performance of all Duties that require registration as a broker-dealer, including providing or supervising the provision of confirmations of securities transactions pursuant to 1934 Act Rule 10b-10 (or any applicable relief granted thereunder), or filing marketing materials with FINRA. A confirmation for each such transaction will be sent to the participant in accordance with the Federal Securities Laws (or any relief granted thereunder), and the confirmation will reflect the facts of the transaction, and in such instances when TC Life is providing such confirmation, the form thereof will show that it

is being sent on behalf of TC Services acting in the capacity of agent for TC Life.

(g) It is understood that no payments made under the MVA Contracts will be paid or remitted to TC Services other than as discussed in connection with the reimbursement of distribution expenses in Section 4. Both TC Life and TC Services acknowledge that payments made by investors will be made directly to TC Life or an agent designated by TC Life, and not to TC Services. To the extent that persons associated with TC Services receive payments from TC Life that are associated with the sale of MVA Contracts (and would constitute commissions or similar compensation), TC Life’s making of such payments to persons associated with TC Services is a purely ministerial service and the records in respect thereof will be properly reflected on the books and records maintained by or for TC Services.

2. Books and Records.

(a) Each party will maintain its own books, accounts and records in such a way as to disclose clearly and accurately the nature and detail of the transactions between them, including such accounting information as is necessary to support the reasonableness of charges under this Agreement, and such additional information as each may reasonably request for purposes of its respective internal bookkeeping and accounting operations. All books and records will be maintained by each in accordance with all laws applicable to its respective performance of obligations with respect to the MVA Contracts, including those under Federal Securities Laws and FINRA (for TC Services) and those under applicable state insurance laws including NYSID Regulation No. 152 (11 NYCRR 243) (for TC Life). Electronic records will be in a readable form. The parties acknowledge that each has access to a common back-up file system utilized to maintain copies of all files maintained under this Agreement. Accordingly, copies of all back-up files maintained by or on behalf of TC Services under this Agreement will be available to TC Life through the common back-up file system, including access by TC Life from its principal office in New York. Each party will ensure that acceptable back-up (with respect to files TC Life is required to maintain, hard copy or another durable medium, as defined in NYSID Regulation No. 152, as long as the means to access the durable medium is also maintained at TC Life’s principal office) files are maintained for those records each is required to maintain under this Agreement, in order for such back-up records to be available in the event of a disaster through a disaster recovery site maintained by or on behalf of each party.

(b) TC Services will maintain and preserve all required books of account and related financial records as are required by the Federal Securities Laws, FINRA and any other applicable laws and regulations necessary for its performance of Duties under this Agreement. All books and records maintained by TC Services in connection with the offer and sale of the MVA Contracts will be maintained and preserved in conformity with the requirements of Rules 17a-3 and 17a-4 under the 1934 Act or the corresponding provisions of any future federal securities laws or regulations, to the extent that such requirements are applicable to the underwriting and distribution of the MVA Contracts. TC Services will maintain format integrity and compatibility of the electronic records that may constitute TC Life’s books of account. If the electronic system that created such records is to be replaced by a system with which the records would be incompatible, TC Services will convert such pre-existing records to a format that is compatible with the new system. In addition to the foregoing, a computer terminal, which is linked to the electronic system that generates the electronic records that constitute TC Life’s

books of account, will be kept and maintained at TC Life’s principal office in New York. During all normal business hours, there will be ready availability and easy access through such terminal (either directly by NYSID personnel or indirectly with the aid of employees acting on behalf of TC Life) to the electronic media used to maintain the records comprising TC Life’s books of account.

(c) TC Life will maintain and preserve all required books of account and related financial records as are required by state insurance departments and any other applicable laws and regulations applicable to TC Life’s responsibilities with respect to the MVA Contracts. TC Life will have the responsibility for maintaining the records of agents duly licensed and appointed by TC Life under applicable state insurance laws to sell the MVA Contracts.

(d) Each party will cooperate with the other and all appropriate government authorities and self-regulatory organizations (as defined in Section 3(a)(26) of the 1934 Act) and will permit such other party and authorities including, without limitation, the SEC in accordance with Section 17(a) of the 1934 Act and any appropriate state insurance departments including the NYSID to provide reasonable access to its respective books, records and accounts including those pertaining to the computation of charges under this Agreement available for audit, inspection and copying by the other and persons authorized by it or any governmental agency having jurisdiction over it during all reasonable business hours in connection with any investigation, inspection or inquiry relating to this Agreement or the transactions contemplated under this Agreement.

(e) Each party will be and remain the sole owner of its respective records, books, documents, correspondence, papers and files, including without limitation business and corporate records, regardless of the use or possession by either party of the other party’s records. Notwithstanding the foregoing, the parties recognize that many of the records, books and files created under this Agreement will be considered joint records, books and files maintained on behalf of each party. All records, books, and files established and maintained by TC Services by reason of its performance of Duties under this Agreement will be maintained in accordance with all laws and regulations applicable to TC Services performance of Duties under this Agreement. TC Life is responsible for ensuring that any joint records, books and files maintained under this Agreement satisfy any applicable state insurance laws including but not limited to those under NYSID Regulation No. 152. Copies of such records, books and files will be delivered to TC Life on demand. Copies of all such records, books and files to the extent not already in TC Life’s possession or ability to access will be promptly transferred to TC Life by TC Services upon termination of this Agreement. All records, books and files created and maintained by TC Services in connection with its performance of the Duties are at all times subject to inspection by the SEC in accordance with Section 17(a) of the 1934 Act. The provisions of this subsection will not preclude each party from keeping copies of such data or records for its own files.

(f) Each party and persons authorized by it or any governmental agency having jurisdiction over it will have the right, at TC Life’s or TC Services’ expense, based on which of them requests the audit, to inspect, audit and copy all relevant books, records and accounts of the other in connection with the other party’s performance of obligations under this Agreement upon giving reasonable notice of its intent to conduct such an audit. In the event of such audit, the party whose records are being audited will give the auditing party reasonable cooperation and

access to all books, records and accounts necessary to audit during normal business hours. Confirming evidence that each party has satisfied its obligations under this Agreement will be made available, during normal business hours, for inspection by the other party, anyone authorized by the other party, and any governmental agency that has regulatory authority over the other party’s business activities.

(g) TC Life will, to the extent required under applicable state insurance laws, submit a copy of this Agreement to any state insurance regulator, including the insurance regulator for the State of New York. TC Life will be solely responsible for complying with any state insurance law filing and reporting requirements, including filing a copy of this Agreement as an exhibit to the Registration Statement for the MVA Contracts.

(h) TC Services will have the responsibility for maintaining the records of sales representatives licensed, registered and otherwise qualified to sell the MVA Contracts. TC Services and TC Life will coordinate with each other to ensure that all TC Services’ representatives selling the MVA Contracts are properly appointed agents of TC Life. In connection therewith, TC Life agrees to provide TC Services with such information as TC Services may reasonably request with respect to those agents of TC Life which are authorized to sell the MVA Contracts in order for TC Services to perform the necessary due diligence on such agents. TC Life recognizes that if an agent is rejected by TC Services as a result of such due diligence, TC Services may properly restrict such agent’s ability to engage in any sales of the MVA Contracts.

3. Reports. Each party will furnish the other with such reports as the other may reasonably request for the purpose of meeting each party’s applicable reporting and recordkeeping requirements with respect to its obligations under this Agreement under applicable federal law, including ERISA and tax reporting, and the insurance laws of the State of New York and any other applicable states or jurisdictions. Each party will make available to the other upon request any filing or record that it files or provides to the SEC and any state (or other jurisdiction) securities or insurance regulator in connection with performing its respective obligations under this Agreement.

4. Expenses and Reimbursement.

(a) TC Services will be responsible for all reasonable costs and expenses incurred and directly or indirectly allocable to TC Services in connection with the Duties (the “Reimbursable Expenses”), including but not limited to:

(b) TC Life will reimburse TC Services at cost for all reasonable costs and expenses incurred and determined to be directly or indirectly allocable to TC Services in providing the Duties. The methods for allocating expenses will be determined in accordance with the requirements prescribed by the NYSID Regulation 33. Such methods will be modified and adjusted by mutual agreement where necessary or appropriate to reflect fairly and equitably the actual incidence of cost incurred by TC Services in connection with the Duties.

(c) The amount of such reimbursements will be determined on a monthly calendar basis (with final determination of the amount completed by the fifteenth business day following each quarter-end). The parties acknowledge that each has access to a common cost allocation system utilized for the purposes of (i) allocating costs and expenses in accordance with this Agreement and (ii) determining the amount of Reimbursable Expenses. TC Services will submit to TC Life, within fifteen (15) days after the end of each calendar month, a summary statement showing an estimate of the Reimbursable Expenses incurred by TC Services and allocable to TC Life with respect to the preceding calendar month, as well as any Reimbursable Expenses that were not included in any previous statement. Any balance payable as shown in the statement will be paid within thirty (30) days following receipt of such written statement by TC Life, subject to later adjustment if and as determined in

accordance with subsection (d) of this Section 4.

(d) No later than 15 days after the end of each calendar quarter in which TC Services incurs Reimbursable Expenses, TC Services will submit to TC Life a summary statement of the amount of actual Reimbursable Expenses incurred by TC Services and allocated to TC Life. Upon request, TC Services will provide TC Life with a statement showing in reasonable detail the specific amounts of Reimbursable Expenses. Any difference (a “True-Up Amount”) between such actual Reimbursable Expenses and the estimated Reimbursable Expenses as shown in any previous statement submitted by TC Services to TC Life pursuant to this Section 4 will be paid by TC Services or TC Life, as the case may be, within thirty (30) days following receipt of such written statement by TC Life, subject to later adjustment if and as determined in accordance with subsection (e) of this Section 4. At any time after TC Services provides an estimate of Reimbursable Expenses, TC Life may make such payments (“Advance Payments”) as it deems appropriate in its sole discretion, and TC Services agrees that such Advance Payments will be credited toward any subsequent True-Up Amount owed by TC Life to TC Services.

(e) TC Services’ determination of charges under this Section 4 will be conclusive as between the parties, except that if TC Life objects to any such determination, it will so advise TC Services within thirty (30) days of receipt of notice of said determination. Unless the parties can reconcile such objection, or otherwise agree, they will select a firm of independent accountants which will determine the charges properly allocable to TC Life and will, within a reasonable time, submit such determination, together with the basis therefor, in writing to both parties, whereupon such determination will be binding. The expenses of any such determination by a firm of independent certified public accountants will be borne as determined to be equitable by such accountants.

(f) In the event that TC Life and TC Services enter into other agreements whereby TC Services provides services to TC Life or TC Life provides services to TC Services, the parties agree that payments made or owed pursuant to this Agreement may be netted against obligations owed or payments due pursuant to such other agreements.

5. Non-Exclusivity.

(a) Performance of Duties. TC Services is authorized to enter into separate written agreements on such terms and conditions as TC Services determines are not inconsistent with this Agreement with such other entities that agree to perform some or all of the Duties; provided, however, that (i) TC Services will only enter into written agreements with broker-dealers, trust companies or banks for those Duties that are required to be performed by a broker-dealer or an entity exempt from broker-dealer registration requirements (i.e. a bank or trust company) and (ii) TC Services remains responsible for its obligations under this Agreement and retains supervisory responsibility to the extent required under the Federal Securities Laws and any state securities laws. Any such broker-dealer or bank will comply with the applicable requirements of the Federal Securities Laws, the securities laws of any state or jurisdiction in which the MVA Contracts are offered or sold, the requirements of FINRA, and all Federal Securities Laws, and state securities and banking statutes and regulations, including but not limited to SEC Regulation R or any successor regulation. To the extent that TC Services

contracts with any entity to perform Duties, it will, among all other obligations under this Agreement applicable to such Duty being subcontracted, satisfy the requirements in Section 1(c) of this Agreement, as applicable.

(b) Sale of other Products. TC Life and the TC Services agree that the Duties to be performed by TC Services under this Agreement are not to be deemed exclusive and TC Services is free to act as distributor of other insurance products or investment company shares or other securities issued by TC Life, Teachers Insurance and Annuity Association of America or any entity affiliated therewith or controlled directly or indirectly thereby, or any non-affiliated investment company or other issuer of securities. This Agreement will not restrict TC Services from offering any product or service that any unaffiliated registered broker-dealer may provide. To the extent that TC Services engages in broker-dealer activities other than performing the Duties to or for the benefit of TC Life under this Agreement, TC Services agrees that it will perform such activities in compliance with the requirements of the applicable Federal Securities Laws, the securities laws of any relevant state or jurisdiction, and the applicable requirements of FINRA.

(c) Independent Contractors; Control. TC Services will, for all purposes in this Agreement, be deemed to be an independent contractor and will, unless otherwise provided or authorized, have no authority to act for or represent TC Life in any way or otherwise be deemed an agent of TC Life other than in furtherance of its Duties, obligations and responsibilities as set forth in this Agreement. The performance of the Duties by TC Services pursuant to this Agreement will in no way impair the absolute control of the business and operations of TC Services or TC Life by their respective Boards of Directors. TC Services will act under this Agreement so as to assure the separate operating identity of TC Life. The business and operations of TC Life will at all times be subject to the direction and control of the Board of Directors of TC Life.

6. Representations and Warranties; Performance Standards; Liability.

(a) Representations and Warranties Regarding TC Life and TC Services.

(b) Performance Standards and Liability. TC Services will not be liable for any error of judgment or mistake of law or for any loss suffered by TC Life in connection with the matters to which this Agreement relates. Nothing herein contained will be construed to protect TC Services against any liability resulting from the bad faith, willful misconduct or gross negligence of TC Services in the performance of its obligations and duties or from reckless disregard of its obligations and duties under this Agreement or by virtue of violation of any applicable law.

7. Regulation.

(a) This Agreement is subject to the provisions of the applicable state insurance laws, Federal Securities Laws and the rules, rulings, and interpretations thereunder, and of FINRA, as in effect from time to time, including such exemptions and other relief as the SEC, its staff, or FINRA may grant, and the terms of this Agreement will be interpreted and construed in accordance therewith.

(b) TC Services will provide to all regulatory and administrative bodies having jurisdiction over the present and future operations of TC Life any information, reports or other material which any such body by reason of this Agreement may request pursuant to applicable law or regulations. Without limiting the generality of the foregoing, TC Services will furnish to TC Life and at the direction of TC Life to the SEC, the U.S. Department of Labor, the State of New York Secretary of State and/or the State of New York Superintendent of Insurance with any information or reports which TC Life, the SEC, the U.S. Department of Labor, the Secretary of State and/or the Superintendent of Insurance may request in order to ascertain whether the operations of TC Life are being conducted in a manner consistent with applicable laws or regulations.

8. Investigation; Proceedings; Complaints; Arbitration.

(a) TC Life and TC Services agree to cooperate fully in: (i) any insurance or securities regulatory inspection, inquiry, investigation, or proceeding or any judicial proceeding with respect to TC Life or TC Services, their affiliates and their representatives and (ii) any other governmental or regulatory inspection, inquiry, investigation, or proceeding or any judicial proceeding (including inquiries from the U.S. Department of Labor and Internal Revenue Service) with respect to TC Life or TC Services, their affiliates and their representatives, to the extent that such inspection, inquiry, investigation or proceeding is in

connection with the MVA Contracts distributed under this Agreement.

(b) TC Life and TC Services each agree to notify the other party promptly of any customer complaint or notice of any regulatory investigation or proceeding received in connection with the Duties performed under this Agreement. In the case of a customer complaint, TC Life and TC Services will cooperate in investigating such complaint and TC Life and TC Services will seek to agree upon a mutually satisfactory response to the customer and any regulatory body or self-regulatory organization.

(c) Any unresolved dispute or difference between the parties arising out of or relating to this Agreement, or the breach thereof, will be finally settled by arbitration in accordance with the American Arbitration Association and the Expedited Procedures thereof. The written award rendered by the arbitrator will be final and binding upon the parties, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof and having jurisdiction over the parties or their assets. The arbitration will take place as mutually determined by the parties or the arbitrator in the absence of an agreement by the parties. The substantive law of New York will apply in such proceedings. The provisions of this subsection (c) will not apply to recipient objections to estimated and final charges, which are subject to the dispute resolution procedure provided in Section 4(e) of this Agreement.

9. Duration and Termination of the Agreement.

(a) This Agreement will become effective with respect to the MVA Contracts as of the date first written above.

(b) This Agreement will continue in effect until terminated in accordance with Section 9(c) below.

(c) This Agreement may be terminated, without the payment of any penalty, by TC Life or TC Services on ninety (90) days advance written notice to the other party, provided that electronic data processing services will not be terminated by either party until one hundred and eighty (180) days or more advance written notice of termination. Subject to the terms (including any limitations and restrictions) of any applicable software licensing agreement then in effect between TC Services and any licensor, TC Services will, upon termination of this Agreement, grant to TC Life a perpetual license, without payment of any fee, in any electronic data processing software developed or used by TC Services in connection with the Duties provided to TC Life under this Agreement, if such software is not commercially available and is necessary, in TC Life’s reasonable judgment, for TC Life to perform subsequent to termination the functions provided by TC Services under this Agreement. Upon termination, TC Services will promptly deliver to TC Life all books and records that are, or are deemed to be by this Agreement, the property of TC Life. This Agreement will automatically terminate in the event of its assignment by any party hereto or in the event that any Federal or state authority or self-regulatory organization has enjoined, terminated the registration or license of, or otherwise barred any party to this Agreement from performing any material aspect of this Agreement.

(d) Upon termination of this Agreement, all authorizations, rights and obligations will cease except the obligation to settle accounts under this Agreement and the

agreements contained in Sections 2, 4, 6(b), 8 and 9(c).

10. Assignment. This Agreement and any rights pursuant hereto are not assignable by any party hereto, except by agreement of the parties. Any proposed assignment of this Agreement and the rights pursuant hereto will comply with any applicable notification requirements to the NYSID, whether under Section 1505 of the New York State Insurance Law or otherwise. Except as and to the extent specifically provided in this Agreement, nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto, or their respective legal successors, any rights, remedies, obligations or liabilities, or to relieve any person other than the parties hereto, or their respective legal successors, from any obligations or liabilities that would otherwise be applicable.

11. Further Actions. Both parties agree to perform such further acts and execute such further documents as are necessary to effectuate the purposes of this Agreement.

12. Compliance with Relevant Law. Any representation or warranty of compliance with any law or agreement to comply with any law means material compliance with applicable law.

13. Governing Law. The provisions of this Agreement will be construed and interpreted in accordance with the laws of the State of New York, as at the time in effect, applicable provisions of the Federal Securities Laws and the rules and interpretations thereunder and the applicable requirements of FINRA. To the extent that the applicable law of the State of New York, or any of the provisions in this Agreement, conflict with the applicable provisions of the Securities Laws and rules thereunder or other federal laws and regulations which may be applicable, the latter will control.

14. Severability. This is a severable Agreement. In the event that any provision of this Agreement would require a party to take action prohibited by the applicable Federal Securities Laws, state (or other jurisdiction), law or self-regulatory organization rule, or prohibit a party from taking action required by the applicable Federal Securities Laws, state (or other jurisdiction) law, or self-regulatory organization rule then it is the intention of the parties hereto that such provision will be enforced to the extent permitted under the law or rule, and, in any event that all other provisions of this Agreement will remain valid and duly enforceable as if the provisions at issue had never been a part of this Agreement.

15. Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed an original and all of which will be deemed one instrument.

16. Construction. Captions in this Agreement are included for convenience or reference only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect.

17. Contact Person. For all purposes except the provision of notices pursuant to Section 18 of this Agreement, each party will appoint one or more individuals who will serve as contact persons for the purpose of carrying out this Agreement. Such contact persons will be authorized to act on behalf of their respective parties as to the matters pertaining to this

Agreement. Effective upon execution of this Agreement, the initial contact persons will be as follows:

TIAA-CREF Life Insurance Company

730 Third Avenue

New York, New York 10017-3206

Attention: Steven Maynard

Telephone No.: 704 ###-###-####

TIAA-CREF Individual & Institutional Services, LLC

730 Third Avenue

New York, New York 10017-3206

Attention: Peter Kennedy

Telephone No.: 212 ###-###-####

Each party will notify the other, in writing, as to the name, address, and telephone number of any replacement for any such designated contact person.

18. Notices. All notices and other communications provided for hereunder will be in writing and will be delivered by hand, mailed first class, postage prepaid, or sent by a nationally recognized overnight delivery service that provides evidence of delivery, addressed as follows:

TIAA-CREF Life Insurance Company

730 Third Avenue

New York, New York 10017-3206

Attention: President

TIAA-CREF Individual & Institutional Services, LLC

730 Third Avenue

New York, New York 10017-3206

Attention: Chief Executive Officer

or to such other address as the parties will designate by notice to each other.

19. Entire Agreement. This Agreement constitutes the entire agreement between the parties; and no other agreement, statement or promise not contained in this Agreement will be valid or binding.

IN WITNESS WHEREOF, TC Life and TC Services have caused this Agreement to be executed in their names and on their behalf by and through their duly authorized officers on the day and year first above written.

TIAA-CREF LIFE INSURANCE COMPANY

TIAA-CREF INDIVIDUAL & INSTITUTIONAL SERVICES, LLC