Teachers Insurance and Annuity Association of America 730 Third Avenue, New York, N.Y. 10017-3206 Telephone: [800 ###-###-####] Retirement Choice Plus Non-ERISA Annuity Certificate

Certificate Number: [T-xxxxx]        Date of Issue: [01 01 2013    ]

[ John Doe]        

[xx xx xxxx]

[01 01 2013    ]

[ T-xxxxx ]

[ C-xxxxx/NONE]

[ABC Institution]

[XYZ University]

[Any money market fund]

[Any short-term bond fund or other fund comprised primarily of short-term bonds with an average duration of three years or less]

[The TIAA Real Estate Account]

[The TIAA Traditional Annuity]

[The TIAA Stable Value Separate Account-1 (SVSA-1)]

[The fixed or general account component of any other annuity contract or certificate under which the individual contract owner, certificate owner, or individual on whose behalf an individually allocated accumulation is being recorded under the terms of such contract, may be allowed, under the terms of such contract or certificate, to make discretionary withdrawals of his or her accumulations at any time, regardless of whether or not such withdrawals would be subject to a surrender charge.]

[A self-directed brokerage account]

[Specific fund names]

[All funding options available as of the date of issue that are not described above as Competing Funds]

[Fund name]

[Fund name]

Your accumulation is equal to the sum of your Traditional Annuity accumulation (as defined in section 31) and your Investment Account accumulations (as defined in section 36).

Your annuity starting date is the date as of which you first begin to receive income benefits from your accumulation under this certificate. You may change your annuity starting date provided that it not be later than your required beginning date, as described in section 17.

Beneficiaries are persons you name, in a form satisfactory to TIAA as explained in section 49, to receive the death benefit if you die before your certificate’s maturity date.

A business day is any day that the New York Stock Exchange, or its successor, is open for trading. A business day ends at 4:00 P.M. Eastern time, or when trading closes on such exchange, if different.

The commuted (discounted) value is a one‑sum amount paid in lieu of a series of payments that are not contingent upon the survival of an annuitant or second annuitant. It is less than the total of those payments, because future interest, included when computing the series of payments, will not be earned if payment is to be made in one sum. The commuted value of future payments is therefore the sum of those payments less the interest from the date of commutation to the date each payment would have been made. The same interest rate or rates used in computing the benefit payments will be used to determine the commuted value.

The death benefit is the current value of your accumulation.

Employer plan means a tax deferred annuity safe-harbor non-ERISA plan designed to meet the requirements of IRC § 403(b) and Department of Labor Regulation §2510.3-2(f) (as amended) or a governmental IRC § 403(b) plan that is designed to follow some or all of the rules set forth in that regulation.

ERISA is the Employee Retirement Income Security Act of 1974, as amended.

A funding vehicle is an annuity contract (and any underlying investment options), custodial account trust, mutual fund, or other such similar arrangement designated to receive contributions under the employer plan. A funding vehicle may or may not be administered as part of TIAA’s recordkeeping services for the employer plan. A funding vehicle will be referred to as an internal funding vehicle if it is being administered under the same recordkeeping system as that which is maintaining the records for this certificate, whether or not TIAA is providing those recordkeeping services. Otherwise a funding vehicle will be referred to as an external funding vehicle.

The general account consists of all of TIAA's assets other than those in separate accounts.

An internal transfer is the movement of accumulations between your Traditional Annuity accumulation and your Investment Account accumulations, among your Investment Account accumulations, or between this certificate and a companion CREF certificate. The provisions concerning internal transfers are set forth in Part G.

An Investment Account under this certificate refers to the Real Estate Account. It also refers to any subaccount of any other Separate Account available under this certificate that holds shares of a fund or funds which are managed with a specified investment objective. The Investment Accounts available as of the issue date of this certificate are listed on the account specifications page and, for accounts other than the Real Estate Account, are specific to the indicated level.

The IRC is the Internal Revenue Code of 1986, as amended. All references to any section of the IRC shall be deemed to refer not only to such section but also to any amendment thereof, any successor statutory provisions, and any regulations thereunder.

Your certificate’s maturity date is the date as of which all of your accumulations have been distributed or applied to provide benefit payments under the terms of this certificate. As of such date, TIAA will have no further obligations under this certificate, beyond those associated with any ongoing payout annuity benefits being paid to you.

The payee is a person named to receive any periodic payments or amounts due under an income option or death benefit payment method as explained in sections 43 and 50.

The rate schedule sets forth the bases for computing the Traditional Annuity accumulation and any benefits and distributions arising from it. To the extent permitted by law, TIAA may change the rate schedule for amounts applied after the change, as explained in section 82.

Your required beginning date is the latest date on which you can begin to receive your accumulation in accordance with the rules of the IRC. Generally, it is the [April 1] following the calendar year in which you attain age [70 ½] or, if later, the [April 1] following the calendar year in which you retire.

A second annuitant is the person you name when you start to receive income under a two-life annuity, to receive an income for life if he or she survives you. The second annuitant may be any person eligible under TIAA's practices then in effect.

The Separate Accounts are the accounts described in Part E.

A severance from employment occurs when you cease to be employed by the employer that maintains the employer plan. In accordance with the provisions of the IRC and applicable regulations, a severance from employment will be deemed to occur even if you continue to perform the same job for a different employer that does not maintain the employer plan after a merger, acquisition, consolidation or other business transaction.

A surrender charge will be assessed against any portion of your Traditional Annuity accumulation withdrawn or transferred to provide any lump-sum benefit or internal transfer as shown in the rate schedule.

The Traditional Annuity refers to the guaranteed annuity benefits under your certificate. Each premium and internal transfer allocated to the Traditional Annuity under your certificate buys a guaranteed minimum amount of income, based on the rate schedule in effect for your certificate at the time the premium is paid.

A valuation day is any business day. Valuation days end as of the close of all U.S. national exchanges where securities or other investments of the Investment Accounts are principally traded. A valuation period is the time from the end of a valuation day to the end of the next valuation day.

The contract (including this certificate and any endorsements thereto), constitutes the entire contract between TIAA and the contractholder, and the provisions therein alone will govern with respect to the rights and obligations of TIAA, the contractholder and you. The payment of premiums is the consideration for the contract.

This certificate states the rights that you, the annuitant, have under the contract. It is issued in return for premiums remitted on your behalf.

Contestability. The contract is incontestable.

Companion CREF certificate. The College Retirement Equities Fund (CREF) is a companion organization to TIAA. A companion CREF Retirement Choice Plus Non-ERISA Annuity certificate was issued to you when you received this certificate. The certificate number is shown on page 3.

Premiums for this certificate must be remitted under the terms of the employer plan. Premiums include any transfers, other than internal transfers, to this certificate from other funding vehicles. Premiums may be stopped at any time without notice to TIAA and then resumed without payment of any past due premium or penalty of any kind.

Allocation of premiums. Premiums may be allocated to either the Traditional Annuity or the Investment Accounts. Premiums allocated to the Traditional Annuity increase your Traditional Annuity accumulation. Premiums allocated to an Investment Account purchase accumulation units in that Investment Account. TIAA will allocate premiums according to the most recent valid instructions we have received from you in a form acceptable to TIAA. If we have not received valid instructions from you, all premiums will be allocated to the Traditional Annuity.

Premium taxes. If premium taxes are incurred, they will be deducted from your certificate accumulation, to the extent permitted by law.

Your Traditional Annuity accumulation is the sum of:

all premiums allocated to the Traditional Annuity under your certificate; plus

interest credited by TIAA at the guaranteed accumulation interest rate set forth in the rate schedule under your certificate; plus

any additional amounts credited to the Traditional Annuity under your certificate by TIAA; plus

any premium taxes incurred by TIAA for your Traditional Annuity accumulation; less

any minimum distribution payments paid from the Traditional Annuity; less

any charges for expenses and contingencies deducted by TIAA as set forth in the rate schedule; less

any amounts deducted to provide any form of Traditional Annuity benefit payments; less

any internal transfers from the Traditional Annuity; less

any surrender charges assessed by TIAA as set forth in the rate schedule.

Additional amounts. TIAA may credit additional amounts to your Traditional Annuity accumulation. TIAA does not guarantee that there will be additional amounts. TIAA will determine at least annually if additional amounts will be credited. Additional amounts may also be paid with any Traditional Annuity benefits payable.

The Real Estate Account is designated as "VA-2" and was established by TIAA in accordance with New York law to provide benefits under your certificate and other contracts. The assets and liabilities of separate account VA-2 are segregated from the assets and liabilities of the general account, and from the assets and liabilities of any other TIAA separate account. All premiums and internal transfers credited to the Real Estate Account become part of separate account VA-2.

The TIAA Access Account (The Access Account) is designated as "VA-3" and was established by TIAA in accordance with New York law to provide benefits under your certificate and other contracts. The assets and liabilities of separate account VA-3 are segregated from the assets and liabilities of the general account, and from the assets and liabilities of any other TIAA separate account. All premiums and internal transfers credited to the Access Account become part of separate account VA-3.

Accumulation unit. Each Investment Account maintains a separate accumulation unit. The value of each Investment Account’s accumulation unit is calculated at the end of each valuation day. For Investment Accounts other than the Real Estate Account, the value of an Investment Account’s accumulation unit as of the end of each valuation day is equal to the previous day's value multiplied by that account’s net investment factor. For the Real Estate Account, the value of an accumulation unit as of the end of each valuation day is determined by dividing A) the value of the account’s accumulation fund as of the end of the valuation day by B) the total number of accumulation units in the account outstanding as of the end of the valuation day. The value of the Real Estate Account’s accumulation fund and the total number of accumulation units does not include the impact of units added or subtracted as of that valuation day. The Real Estate Account’s accumulation fund equals the portion of the account's total net assets allocated to unitholders in the accumulation period. The value of the Real Estate Account’s accumulation fund at the end of a valuation day equals the corresponding value at the end of the previous valuation day, increased by amounts added to the fund during the current period and reduced by amounts withdrawn from the fund during the current period. These changes include the increase by the allocated portion of the current period's net investment income and capital gains and the decrease by the allocated portion of the current period's capital losses and separate account charges incurred since the previous valuation day. This allocated portion is determined in accordance with the proportion of the account’s accumulation fund relative to the account’s total net assets as of the end of the previous valuation day as adjusted for additions to and withdrawals from each fund as of the beginning of the current period.

Your Investment Account accumulation is equal to the number of accumulation units you own in that Investment Account, multiplied by the value of one accumulation unit in that Investment Account. Investment Account accumulations are variable and are not guaranteed. They may increase or decrease depending on the investment results of the funds underlying the Investment Accounts.

The Net Investment Factor for any Investment Account other than the Real Estate Account equals that account’s gross investment factor minus the separate account charge incurred for that account since the previous valuation day.

Each Investment Account other than the Real Estate Account has its own Gross Investment Factor. An Investment Account's Gross Investment Factor equals A divided by B, as follows:

i.    the value of the shares in the fund(s) held by the account, as reported to us by the fund(s), as of the end of the valuation day, excluding the net effect of contractholders’ transactions (i.e., premiums received, benefits paid, and transfers to and from the account) made during that day; plus

investment income and capital gains distributed to the account; less

any amount paid and/or reserved for tax liability resulting from the operation of the account since the previous valuation day.

the value of the shares in the fund(s) held by the account as of the end of the prior valuation day, including the net effect of contractholders' transactions made during the prior valuation day.

Each Investment Account has its own separate account charge. The separate account charge for the Real Estate Account is assessed for mortality and expense risk, liquidity risk, and administrative and investment advisory services. The Real Estate Account separate account charge can be increased or decreased at the discretion of TIAA and is guaranteed not to exceed [2.50%] per year of average net assets.

Number of Accumulation Units. The number of accumulation units in an Investment Account under your certificate will be increased by:

any premiums allocated to that Investment Account; and

any internal transfers made to that Investment Account;

the application of any accumulations in that Investment Account to provide any available form of benefit payments as described in Part F;

any internal transfers from the accumulation in that Investment Account to the Traditional Annuity, another Investment Account, or the companion CREF certificate;

any premium taxes incurred by TIAA for that Investment Account; and

any minimum distribution payments paid from that Investment Account.

A benefit payment is any of the following types of payments made from this certificate.

Income options are the ways in which your income benefit may be paid. The income options are available from your Traditional Annuity accumulation only. Some or all of your Investment Account accumulations may be transferred to your Traditional Annuity accumulation to provide benefits under these options.

Post-mortem payments during a guaranteed period. Any periodic payments or other amounts remaining due after your death and the death of the second annuitant, if any, during a guaranteed period will be paid to the payee named to receive them. The payee designated to receive these payments is named at the time the income option is chosen.

Starting income benefits. An income benefit will be effective and payment will begin as of the date you have chosen, if you are then living and:

you have chosen one of the income options set forth in section 42;

if you choose a one-life annuity, we have received proof of your age; and

The amount of the income benefit payable to you will be determined as of the effective date for that income option, on the basis of:

the income option chosen;

if a one-life annuity is chosen, your age;

if a two-life annuity is chosen, your age and the second annuitant's age;

the amount of your Traditional Annuity accumulation applied to provide the income benefit; and

the rate schedule or schedules under which any premiums and internal transfers were applied to your Traditional Annuity accumulation.

Death benefit payment methods are the ways in which a beneficiary may receive the death benefit. The single-sum payment method is available from all or any part of your accumulation. The other methods are available from your Traditional Annuity accumulation only. All or any part of your Investment Account accumulations may be transferred to your Traditional Annuity accumulation to provide benefits under the other payment methods.

Payment of the death benefit. If you die before your certificate’s maturity date, the death benefit will be payable to your beneficiary. We must receive the following in a form acceptable to TIAA before any death benefit will be paid:

proof of your death;

the choice of a method of payment as provided in section 46; and

proof of the beneficiary's age if the method of payment chosen is the one-life annuity.

The amount of death benefit payments under a one-life annuity will be determined as of the date payments are to begin by:

the amount of your Traditional Annuity accumulation applied to the one-life annuity;

the rate schedule or schedules under which any premiums and internal transfers were applied to your Traditional Annuity accumulation; and

the age of the beneficiary.

Naming your beneficiary. Beneficiaries are persons you name to receive the death benefit if you die before your certificate’s maturity date. At any time before your certificate’s maturity date, you may name, change, add or delete your beneficiaries by written notice to TIAA, as explained in section 74.

Payments after the death of a beneficiary. Any periodic payments or other amounts remaining due after the death of your beneficiary during a guaranteed period will be paid to the payee named by you or your beneficiary to receive them. The commuted value of these payments may be paid in one sum unless you direct us otherwise. The payee designated to receive these payments is named at the time the payment method is chosen.

Availability of the lump-sum benefit. You may withdraw your Traditional Annuity accumulation or any of your Investment Account accumulations as a lump-sum benefit. Such withdrawal must be for all of an accumulation or any part of any accumulation not less than [$1,000]. TIAA reserves the right to limit lump-sum benefits from your Traditional Annuity accumulation and each of your Investment Account accumulations to not more than one in a calendar quarter. If you have a severance from employment with your employer, we may distribute all of your accumulation as a lump-sum benefit (without surrender charge) subject to the restrictions on mandatory distributions under the IRC. Federal tax law may restrict distributions, as described in section 63.

Amount and effective date of a lump-sum benefit. If you choose a lump-sum benefit from your Traditional Annuity accumulation, we will pay the portion of your Traditional Annuity accumulation chosen, less any surrender charge in accordance with the applicable rate schedule or schedules. If you choose a lump-sum benefit from your Investment Account accumulations, we will pay the portion of your Investment Account accumulation chosen. Payment of a lump-sum benefit reduces the accumulation from which it is paid by the amount chosen, including any surrender charge. If different rate schedules apply to different parts of your Traditional Annuity accumulation, the portion applied to provide the lump-sum benefit will be allocated among the parts on a pro-rata basis in accordance with procedures established by TIAA.

Payment of a lump-sum benefit. A lump-sum benefit may be paid:

to you as a cash withdrawal;

to another funding vehicle as a direct transfer under federal tax law; or

Amount and effective date of a retirement plan loan. In accordance with section 72(p) of the IRC, as amended, you may request a retirement plan loan from your Traditional Annuity

the total of the your Traditional Annuity accumulation and the Investment Account accumulations;

[50%] of the present value of your vested accrued benefit under any of your employer's plans; and

Availability of Internal Transfers. You may transfer between your Traditional Annuity accumulation and your Investment Account accumulations. You may also transfer among your Investment Account accumulations. In addition, you may transfer all or part of your Traditional Annuity accumulation or Investment Account accumulations to your companion CREF certificate, or from your accumulation in such companion CREF certificate to this certificate. TIAA reserves the right to limit internal transfers from your Traditional Annuity accumulation and each of your Investment Account accumulations to not more than one in a calendar quarter. Any internal transfer to or from CREF is subject to the terms of your companion CREF certificate and CREF’s Rules of the Fund. TIAA reserves the right to stop accepting or to limit internal transfers to the Traditional Annuity and/or internal transfers to any or all Investment Accounts at any time.

Amount of internal transfer. Internal transfers may be for all of your Traditional Annuity accumulation or all of any of your Investment Account accumulations, or any part of any of these accumulations not less than [$1,000]. If you choose to transfer from your Traditional Annuity accumulation, the amount to be transferred will be reduced by any surrender charge in accordance with the applicable rate schedule or schedules.

Effective date of internal transfer. An internal transfer will be effective as of the end of the business day in which we receive your request for an internal transfer in a form acceptable to TIAA. You may defer the effective date of the internal transfer until any business day following the date on which we receive the request. TIAA will determine all values as of the end of the effective date. You can't revoke a request for an internal transfer after its effective date. TIAA may defer the effective date of an internal transfer from the Traditional Annuity for up to six months.

Crediting internal transfers. Internal transfers to your Traditional Annuity accumulation are credited to the Traditional Annuity as of the end of the effective date of the internal transfer and begin participation in the Traditional Annuity as of the following day. Internal transfers to your Investment Account accumulations purchase accumulation units as of the end of the effective date of the internal transfer.

Restrictions on transfers. To the extent permitted by applicable law, we may reject, limit, defer or impose other conditions on transfers into or out of an Investment Account in order to curb frequent transfer activity to the extent that comparable limitations are imposed on the purchase, redemption or exchange of shares of any of the funds held by an Investment Account. In accordance with applicable law, we may terminate the transfer feature of the certificate at any time.

Additional restrictions on transfers into the Real Estate Account. For the purposes of this section, an internal funding vehicle transfer is the movement of accumulations among or between any of the following:

your companion CREF certificate

any other funding vehicle accumulation you may have which is administered by TIAA or CREF on the same record-keeping system as this certificate.

Roth accounting. Notwithstanding any other provision in this certificate, all amounts added to or deducted from accumulations under the certificate will be accounted for separately to the extent required by IRC Section 402A, or any successor section governing Roth amounts. If there is a change in IRC Section 402A, this provision shall be construed as referring to such section as changed.

Section 403(b). Notwithstanding any other provision in this certificate, if this certificate is intended to comply with Section 403(b) of the Internal Revenue Code of 1986, as amended, its terms shall be interpreted accordingly. As such, TIAA and the Employer shall apply the limitations of and follow the requirements of Treasury Regulation sections 1.403(b)-3(a)(4) (deferral limitations), 1.403(b)-3(a)(6) (minimum required distributions), 1.403(b)-3(a)(7) (rollover distribution requirements), 1.403(b)-3(a)(8) (limitation on incidental benefits) and 1.403(b)-3(a)(9) (maximum annual additions) and such other limitations, requirements or successor Treasury regulation sections as may be promulgated pursuant to Applicable Law.

Restrictions on distributions. Your ability to elect a distribution as available under the terms of your certificate is also subject to the applicable provisions of the IRC. In general, IRC Section 403(b) prohibits the distribution to you of the portion of your accumulation equal to:

amounts attributable to funds transferred to this certificate from a custodial account established under IRC Section 403(b)(7); plus

amounts attributable to premiums paid to an IRC Section 403(b)(1) annuity contract as elective deferrals under a salary reduction agreement (within the meaning of IRC Section 403(b)(11)); less

the value, if any, of the amounts described in B) determined as of December 31, 1988.

reach age 59½;

have a severance from employment with respect to the employer under whose plan the aforementioned portion is attributable;

die;

become disabled within the meaning of IRC Section 72(m)(7); or

encounter financial "hardship" within the meaning of IRC Section 403(b).

Equity Wash Restrictions: If an internal transfer from your Traditional Annuity accumulation or a lump-sum benefit from your Traditional Annuity accumulation is to be applied, whether directly or indirectly, to an internal funding vehicle which has been designated as a competing fund, the amount of the transfer must first be applied to an internal funding vehicle which is a

Disruptive transactions. TIAA reserves the right to reject any transfer into or out of the Traditional Annuity provided TIAA reasonably determines that such transaction would be disruptive to the efficient management of the Retirement Choice Plus Traditional Annuity. TIAA may also suspend the ability to transact by telephone, fax or over the internet in order to prevent market timing. A purchase or exchange request could be rejected or electronic trading privileges could be suspended because of the timing or amount of the transfers or because of a history of excessive trading.

Insulation of the Investment Accounts. TIAA owns the assets in each Investment Account. To the extent permitted by law, the assets in each Investment Account will not be charged with liabilities arising out of any other business TIAA may conduct. All income, investment gains and investment losses of each Investment Account, whether or not realized, will be credited to or charged against only that account without regard to TIAA's other income, gains or losses.

Modification of an Investment Account. We may, as permitted by applicable law, combine or delete Investment Accounts. We may add other Investment Accounts. We may also, as permitted by applicable law and the New York Department of Financial Services, change or substitute the fund(s) whose shares are held by the Investment Accounts. If accumulation units are owned under the certificate in an Investment Account that is deleted, the units must be transferred to the Traditional Annuity accumulation or to the companion CREF certificate. If you do not tell us where to transfer the accumulation units, we will transfer them to the Traditional Annuity accumulation.

Report of accumulation. At least once each year, we will provide you with a report for your certificate. It will show the value of your accumulation (death benefit) as of a date specified in the report.

Investment Company Act of 1940. The TIAA Access Account is a unit-investment trust which is a registered investment company under the Investment Company Act of 1940. However, we may operate the separate account using any other form permitted under the Act. Also, we may deregister the separate account under the Act, subject to compliance with applicable law.

No assignment or transfer. Neither you nor any other person may assign, pledge, or transfer ownership of this certificate or any benefits under its terms. Any such action will be void and of no effect.

Non-forfeiture of benefits. Amounts payable under this certificate will not be less than the minimum required by any applicable statute of the state or other jurisdiction in which this certificate is delivered. Your accumulation and any benefits purchased cannot be forfeited under this certificate.

Right to a tax-free rollover. If you or your surviving spouse (or your spouse or former spouse as an alternate payee under a “qualified domestic relations order,” as defined in the IRC) receive a distribution from your certificate which qualifies as an eligible rollover distribution under IRC Section 402(c)(4), any portion of it may be paid as a direct rollover to an eligible retirement plan. An eligible retirement plan is, to the extent permitted by law:

for Roth accumulations, a plan satisfying the requirements of IRC Section 402A(c)(3)(A); and

for all other accumulations, a plan satisfying the requirements of IRC Section 401(a), 403(a), 403(b), 408 or to the extent that the plan sponsor is a state or local government, Section 457(b).

Overpayment of premiums. Any payments of premiums made in error by the contractholder in excess of those required by the employer plan will be refunded to the contractholder if requested in writing by the contractholder prior to the certificate’s maturity date subject, however, to prior transfers or lump-sum benefits made from such funds. TIAA is entitled to rely on information provided by the contractholder. The contractholder shall indemnify TIAA and hold TIAA harmless for any action taken in reliance on such request.

Procedure for elections and changes and requests for benefits. You (or your beneficiaries, as applicable) have to make any choice or changes available under your certificate in a form acceptable to TIAA. Upon receipt of proof of your death, we will divide your accumulation into as many portions as there are validly designated beneficiaries for your accumulation. If different rate schedules apply to different parts of your Traditional Annuity accumulation, the resulting portions will be allocated among the parts on a pro-rata basis in accordance with procedures established by TIAA. Each validly designated beneficiary will then have the right to make elections available under this certificate in connection with his or her portion of your accumulation.

Payment to an estate, trustee, etc. Upon your death, TIAA reserves the right to pay in one sum the commuted value of any benefits due an estate, corporation, partnership, trustee or other entity that isn't a natural person. TIAA won't be responsible for the acts or neglects of any executor, trustee, guardian, or other third party receiving payments under this certificate. If a trustee of a trust is designated as beneficiary, TIAA is not obliged to inquire into the terms of the underlying trust or any will.

no qualified trustee makes claim for the benefits within nine months after your death; or

evidence satisfactory to TIAA is presented at any time within such nine-month period that no trustee can qualify to receive the benefits due,

Service of process upon TIAA. We will accept service of process in any action or suit against us on this certificate in any court of competent jurisdiction in the United States provided such process is properly made. We will also accept such process sent to us by registered mail if the plaintiff is a resident of the jurisdiction in which the action or suit is brought. This section does not waive any of our rights, including the right to remove such action or suit to another court.

Benefits based on incorrect data. If the amount of benefits is determined by data as to a person's age or sex that is incorrect, the benefits payable will be such as the premium paid would have purchased based on the correct data. Any amounts underpaid by TIAA on the basis of the incorrect data will be paid at the time the correction is made. Any amounts overpaid by TIAA on the basis of the incorrect data will be charged against the payments due after the correction is made. Any amounts so paid or charged will include compound interest at the effective annual rate of 6% per year.

Proof of survival. TIAA reserves the right to require satisfactory proof that anyone named to receive benefits under the terms of your certificate is alive on the date any benefit payment is due. If this proof is not received after it has been requested in writing, TIAA will have the right to make reduced payments or to withhold payments entirely until such proof is received. If under a two-life annuity TIAA has overpaid benefits because of a death of which we were not notified, subsequent payments will be reduced or withheld until the amount of the overpayment, plus compound interest at the effective annual rate of 6% per year, has been recovered.

Protection against claims of creditors. The benefits and rights accruing under this certificate are exempt from the claims of creditors or legal process to the fullest extent permitted by law.

Compliance with laws and regulations. TIAA will administer your certificate to comply with the restrictions of all laws and regulations pertaining to the terms and conditions of your certificate. No benefit may be elected and no right may be exercised under your certificate if the election of that benefit or exercise of that right is prohibited under an applicable state or federal law or regulation.

Correspondence. If you have any questions about the contract, your certificate, or inquiries about our service, or if you need help to resolve a problem, you can contact us at the web address or phone number below or at such other location that we may designate.

Change of rate schedule. We may, at any time and from time to time, substitute a new rate schedule for the one currently effective in your certificate. A new rate schedule will apply only to benefits arising from any premiums and internal transfers applied to the Traditional Annuity while such rate schedule is in effect. Any change in the rate schedule will not affect the amount of benefits purchased prior to the change by any premiums and internal transfers applied to the Traditional Annuity. A change in the rate schedule will be made only after we have given you three months' written notice of the change. Any new rate schedule will specify:

the charges for expenses and contingencies;

the interest rates and the mortality bases used for determining benefits arising from amounts applied to the Traditional Annuity; and

any applicable surrender charges on lump-sum benefits and internal transfers arising from amounts applied to the Traditional Annuity.

Rates applicable to premiums and internal transfers applied to the Traditional Annuity. The benefits bought by any premiums and internal transfers applied to the Traditional Annuity while this rate schedule is in effect will be computed on the basis described below. This basis applies to such amounts for as long as such amounts remain in the Traditional Annuity. Any guaranteed interest and additional amounts credited to the Traditional Annuity accumulation will buy benefits calculated on the same basis that is applicable to the premiums or internal transfers that gave rise to such guaranteed interest and additional amounts:

no deduction for expenses or contingencies, except for any premium taxes incurred by TIAA for your certificate;

[interest from the end of the day on which the premium or internal transfer is credited, to the date that such amount is deducted from the Traditional Annuity accumulation, in accordance with the terms of your certificate, at the effective annual rate of [x.xx];]

for one-life annuities and two-life annuities, annuity payments based on interest at the effective annual rate of 2% after the date that payments begin, and mortality according to the Annuity 2000 Mortality Table (TIAA Merged Gender Mod C), with ages set back three months for each completed year between January 1, 2000 and the date that annuity payments begin, as illustrated in the accompanying chart.

Rates applicable to Investment Account accumulations transferred to immediately begin income from the Traditional Annuity. The following applies to Investment Account accumulations attributable to any premiums and internal transfers applied to an Investment Account while this rate schedule is in effect and for as long as such amounts remain in the Investment Account accumulation:

(a)    interest at the effective annual rate of 1.5%; and

mortality according to the Annuity 2000 mortality table (TIAA Merged Gender Mod A), with ages set back one year for each completed year between January 1, 2004 and the effective date of the internal transfer;

the basis otherwise applicable to internal transfers to the Traditional Annuity under the rate schedule in effect on the effective date of the transfer; or

the basis in use for any single premium immediate annuities then being offered by TIAA for contracts of the same class as the contract under which this certificate is issued.