Contract Number: [T-xxxxx] Companion CREF Contract Number: [C-xxxxx/NONE] Date of Issue: [01 01 2007]

Multiple Employer Plan Retirement Choice Plus Annuity Contract

This contract is delivered in [the State of state] and is subject to the laws and regulations therein.

This is a legal 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 CAREFULLY. IT IS IMPORTANT.

GENERAL DESCRIPTION

All premiums for this contract must be remitted under the Multiple Employer Plan (the "MEP"). Premiums are allocated between the Traditional Annuity and the Investment Accounts.

Traditional Annuity. Each premium allocated to the Traditional Annuity under this contract buys a guaranteed minimum amount of benefit payments, based on the rate schedule in effect at the time the premium is credited. Traditional Annuity accumulations will be credited with a guaranteed interest rate, and may also be credited with additional amounts declared by TIAA.

Investment Accounts. Each premium allocated to any of the Investment Accounts under this contract buys a number of accumulation units. Accumulations in the Investment Accounts are not guaranteed, and may increase or decrease depending on investment results. The separate account charges that apply to each Investment Account will reduce the net annual investment return. For all Investment Accounts other than the Real Estate Account, the separate account charge is guaranteed not to exceed [2.0%] per year of average net assets. The Real Estate Account separate account charge is guaranteed not to exceed [2.5%] per year of average net assets.

This contract cannot be assigned unless permitted under applicable law and only with our prior approval.

If you have any questions about the contract or need help to resolve a problem, you can contact us at the address or phone number above.

Group Flexible Premium Deferred Annuity

Fixed and Variable Accumulations

Nonparticipating

TIAA Multiple Employer Plan Retirement Choice Plus Annuity Contract

INDEX OF PROVISIONS

TIAA Multiple Employer Plan Retirement Choice Plus Annuity Contract

Account Specifications Page

The following Investment Accounts are available as of the issue date of this contract. The Multiple Employer Plan ("MEP") may restrict the right to invest in some or all of the Investment Accounts:

TIAA Real Estate Account

[TIAA Access Account Level [x] Subaccounts:

[Account 1]

[Account 2]

[Account 3] ]

TIAA Multiple Employer Plan Retirement Choice Plus Annuity Contract

For the purposes of section 73, competing funds will be defined as any of the following:

•[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]

[If additional funding options are added to the MEP after the issue date of the contract, TIAA reserves the right to determine at such time whether such funding options will be considered competing funds.]

[The following funds will not be considered competing funds as of the date of issue of the contract:]

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

•[Fund name]

•[Fund name]

[TIAA reserves the right to recategorize any of these funds as competing funds if it determines that a change in the fund's investment practices and/or objectives warrants such a recategorization.]

TIAA Multiple Employer Plan Retirement Choice Plus Annuity Contract

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

10.A forfeiture account is an unallocated suspense account that holds amounts forfeited when an employee has a severance from employment with a participating employer and fails to satisfy the vesting requirements of the MEP. The forfeiture account accumulation is the total amounts held in such an account.

11.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 MEP. A funding vehicle may or may not be administered as part of TIAA's recordkeeping services for the MEP. 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 individual employee records for this contract, whether or not TIAA is providing those recordkeeping services. Otherwise a funding vehicle will be referred to as an external funding vehicle.

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

13.An internal transfer is the movement of accumulations between the employee's Traditional Annuity accumulation and the employee's Investment Account accumulations, among an employee's Investment Account accumulations, or between this contract and a companion CREF contract, if any. The provisions concerning internal transfers are set forth in Part F.

14.An Investment Account under this contract refers to the Real Estate Account. It also refers to any subaccount of any other Separate Account available under this contract 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 contract are listed on the account specifications page and, for accounts other than the Real Estate Account, are specific to the indicated level

15.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.

16.Maturity dates. The contract maturity date is the date as of which all accumulations under the contract have been distributed or applied to provide benefit payments under the terms of the contract. As of such date, TIAA will have no further obligations under the contract beyond those associated with any ongoing payout annuity benefits. An employee maturity date is the date as of which all of an employee's accumulation has been distributed or applied to provide benefit payments under the terms of the contract. As of such date, TIAA will have no further obligations under the contract with regard to that employee, beyond those associated with any ongoing payout annuity benefits being paid in connection with such employee. TIAA is not obliged to accept new premiums with regard to that employee.

17.The MEP is the retirement plan of the contractholder as amended from time to time, or any successor retirement plan. Employees' and beneficiaries' eligibility to receive benefits available under the contract and the conditions of such benefit payments will be determined by the MEP, the terms of which comprise valid instructions from the contractholder to the extent such MEP terms do not enlarge the rights otherwise available under the contract. The contractholder must notify TIAA of any changes to the terms of the MEP. If TIAA takes any action in good faith

TIAA Multiple Employer Plan Retirement Choice Plus Annuity Contract

before receiving such notice, we will not be subject to liability even if our acts were contrary to the terms of the MEP as modified by such change.

18.MEP fee withdrawals are amounts deducted from the contract's accumulation in accordance with the MEP to pay fees associated with the administration of the MEP.

19.A participating employer is an employer who participates in the MEP in accordance with the MEP's governing documents.

20.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 50 and 54.

21.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 89.

22.Revenue credit account (sometimes called an ERISA account). A revenue credit account is an unallocated suspense account comprised of payments that TIAA or the MEP agrees to make in order to cover reasonable and necessary MEP expenses or to provide credits to employee and beneficiary plan accounts. The revenue credit account accumulation is the total amount held in such an account.

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

24.The Separate Accounts are the accounts described in Part D.

25.A severance from employment occurs when an employee ceases to be employed by a participating employer as determined by the contractholder in accordance with the MEP.

26.A surrender charge will be assessed against any portion of the Traditional Annuity accumulation withdrawn or transferred to provide any lump-sum benefit or internal transfer as shown in the rate schedule. A surrender charge will also be assessed on each contractholder payment paid from the Traditional Annuity as shown in the rate schedule.

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

28.Unallocated accumulations. Under certain circumstances upon the mutual agreement of TIAA and the contractholder, including but not limited to the maintenance of a forfeiture account or a revenue credit account (sometimes called an ERISA account), some or all of the contract's accumulation may be held in the name of the contractholder without being attributable to any individual employee under the MEP. One or more such unallocated accumulation may be maintained on TIAA's recordkeeping system and the amount of any such accumulation and any benefits arising from it will be determined as if it were a single employee's accumulation without reference to any actual employees.

TIAA Multiple Employer Plan Retirement Choice Plus Annuity Contract

29.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.

PART B: CONTRACT AND PREMIUMS

30.The contract. This document and any endorsements thereto, constitute the entire contract between TIAA and the contractholder, and the provisions therein alone will govern with respect to the rights and obligations of TIAA and the contractholder. The payment of premiums is the consideration for the contract. Participating employers are not parties to the contract.

The contract may be amended by TIAA without the consent of any other person, provided that such change does not reduce any benefit purchased under the contract up to that time. Any endorsement or amendment of this contract, waiver of any of its provisions, or change in rate schedule will be valid only if in writing and signed by an executive officer of TIAA.

31.Contestability. The contract is incontestable.

32.Companion CREF contract. The College Retirement Equities Fund (CREF) is a companion organization to TIAA. A companion CREF Retirement Choice Plus Annuity contract may have been issued to you when you received this contract. The contract number for any such companion CREF contract is shown on page 1. If TIAA deletes all Investment Accounts and any of the Investment Accounts was, at any time, available under the MEP, then a companion CREF Retirement Choice Plus Annuity contract will be issued, without application, as a funding vehicle for the MEP, if such companion contract had not been previously issued.

33.Premiums for this contract must be remitted under the MEP. Premiums include any transfers, other than internal transfers, to this contract 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.

TIAA reserves the right to stop accepting or to limit premiums under the contract at any time. TIAA will not accept premiums paid on behalf of an employee after the employee's death. Premiums will be credited to the contract as of the end of the business day in which they are received by TIAA, at the location that TIAA will designate by prior written notice, in good order and in accordance with procedures established by TIAA or as required by law.

34.Allocation of premiums. Premiums may be allocated to either the Traditional Annuity or the Investment Accounts. Premiums allocated to the Traditional Annuity increase the 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 the contractholder in a form acceptable to TIAA. If no valid allocation instructions have been received, we will allocate premiums in accordance with the MEP.

TIAA may stop accepting or limit premiums to the Traditional Annuity or to any or all of the Investment Accounts at any time.

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

TIAA Multiple Employer Plan Retirement Choice Plus Annuity Contract

PART C: TRADITIONAL ANNUITY ACCUMULATION

36.The Traditional Annuity accumulation is the sum of all employees' Traditional Annuity accumulations, as well as any unallocated Traditional Annuity accumulations, held under the contract.

37.Employee's Traditional Annuity accumulation. Except as described in section 28, TIAA will maintain nominal Traditional Annuity accumulations on behalf of each employee in whose name amounts are credited to the Traditional Annuity under the contract. An employee's Traditional Annuity accumulation is the amount so held under the contract for that employee. Any amounts added to or deducted from the Traditional Annuity accumulation under this contract will be attributed to individual employees' Traditional Annuity accumulations, as applicable, in accordance with the instructions of the contractholder. The contractholder, on behalf of the MEP, as sole party to the contract retains all rights under the contract with respect to employee's accumulations. Employees' rights with respect to these accumulations are those in accordance with the MEP and as delegated to them by the contractholder. If an employee has a severance from employment with a participating employer and fails to satisfy the vesting requirements of the MEP, the contractholder may apply the amount of that employee's accumulation to a forfeiture account where it will be maintained as an unallocated accumulation as described in section 28.

An employee's Traditional Annuity accumulation is, with respect to amounts recorded and transactions made on behalf of that employee, the sum of:

A)all premiums allocated to the Traditional Annuity; plus

B)interest credited by TIAA at the guaranteed accumulation interest rate set forth in the rate schedule; plus

C)any additional amounts credited to the Traditional Annuity by TIAA; plus

D)any internal transfers to the Traditional Annuity; less

E)any premium taxes incurred by TIAA for the Traditional Annuity; less

F)any MEP fee withdrawals and any minimum distribution payments paid from the Traditional Annuity; less

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

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

I)any internal transfers from the Traditional Annuity; less

J)any amounts forfeited as described above; less

K)any contractholder payments paid from the Traditional Annuity; less

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

38.Additional amounts. TIAA may credit additional amounts to the 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.

Any additional amounts credited to the Traditional Annuity accumulation will be credited under a schedule of additional amount rates declared by TIAA. For a Traditional

TIAA Multiple Employer Plan Retirement Choice Plus Annuity Contract

Annuity accumulation in force as of the effective date of such a schedule, the additional amount rates will not be modified for a period of twelve months following the schedule's effective date. For any premiums and internal transfers applied to the Traditional Annuity during the twelve- month period described in the preceding sentence, TIAA may declare additional amounts at rates which remain in effect through the end of such twelve-month period. Thereafter, any additional amount rates declared for such premiums and internal transfers will remain in effect for periods of twelve months or more.

PART D: SEPARATE ACCOUNTS

39.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 contract 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.

40.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 contract 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.

41.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.

TIAA Multiple Employer Plan Retirement Choice Plus Annuity Contract

Alump-sum benefit is a single-sum payment, made at the voluntary direct affirmative request of an employee, of some or all of an employee's accumulation, less any applicable surrender charges.

A retirement plan loan is a disbursement of some or all of an employee's accumulation to provide loans.

Contractholder payments are payments to the contractholder or to any person, trustee, or corporation (other than an employee or beneficiary under the MEP or the estate of such employee or beneficiary) designated by the contractholder, including payments made to effect transfers among the Traditional Annuity accumulations, Investment Account accumulations, or the companion CREF contract, if any. Contractholder payments from the Traditional Annuity accumulation will be made only as a series of payments of the contract's entire Traditional Annuity accumulation or the contract's entire Traditional Annuity accumulation attributable to a specific participating employer, subject to the provisions of section 61. A contractholder payment from an Investment Account accumulation will be a lump-sum payment of that Account's entire accumulation under the contract or that Investment Account's entire accumulation attributable to a specific participating employer, subject to the provisions of section 62.

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

The choice of option may be made any time before such income benefit payments begin. The choice may be changed any time before payments begin, but once they have begun, the election to begin receiving benefits is irrevocable and no change can be made. The application of an amount to purchase an income option will result in a corresponding reduction in the employee's accumulation for the full amount applied. The employee may not begin a one-life annuity after he or she attains age 90, nor may the employee begin a two-life annuity after the employee or the second annuitant attains age 90.

If the contractholder notifies us that distribution from an employee's accumulation must begin under the minimum distribution rules of federal tax law, we will begin distributions satisfying such requirements.

The following are the available options:

One-life annuity. A payment will be made to the employee each month for as long as he or she lives. A guaranteed period of 10, 15, or 20 years may be included. If no guaranteed period is included, all payments will cease at his or her death. If a guaranteed period is included and the employee dies before the end of that period, payments will continue until the end of that period and then cease, as explained in section 50.

Two-life annuity. A payment will be made to the employee each month for as long as he or she lives. After the employee's death, a payment will be made each month to the second annuitant, for as long as such second annuitant lives. The choice of second annuitant may not be changed after payments to the employee have begun. A guaranteed period of 10, 15, or 20 years may be included. If no guaranteed period is included, all payments will

TIAA Multiple Employer Plan Retirement Choice Plus Annuity Contract

cease after both the employee and the second annuitant have died. The following forms of two-life annuity are available.

Full benefit to survivor. At the death of either the employee or the second annuitant, the full amount of the monthly payments that would have been paid if they both had lived will continue to be paid to the survivor. If a guaranteed period is included and the employee and the second annuitant both die before the end of the period chosen, the full amount of the monthly payments that would have been paid if both had lived will continue to be paid until the end of that period and then cease, as explained in section 50.

Two-thirds benefit to survivor. At the death of either the employee or the second annuitant, two-thirds of the monthly payments that would have been paid if they both had lived will continue to be paid to the survivor. If a guaranteed period is included and the employee and the second annuitant both die before the end of the period chosen, two-thirds of the monthly payments that would have been paid if they both had lived will continue to be paid until the end of that period and then cease, as explained in section 50.

Half benefit to second annuitant. The full monthly payments will continue to be paid as long as the employee lives. After the employee's death, if the second annuitant survives the employee, one-half of the monthly payments that would have been paid if the employee had lived will continue to be paid to the second annuitant. If a guaranteed period is included and the employee and the second annuitant both die before the end of the period chosen, one-half of the monthly payments that would have been paid if the employee had lived will continue to be paid until the end of that period and then cease, as explained in section 50.

Three-quarters benefit to second annuitant. The full monthly payments will continue to be paid as long as the employee lives. After the employee's death, if the second annuitant survives the employee, three-quarters of the monthly payments that would have been paid if the employee had lived will continue to be paid to the second annuitant. If a guaranteed period is included and the employee and the second annuitant both die before the end of the period chosen, three-quarters of the monthly payments that would have been paid if the employee had lived will continue to be paid until the end of that period and then cease, as explained in section 50.

50.Post-mortem payments during a guaranteed period. Any periodic payments or other amounts remaining due after the death of the employee 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.

A payee may choose to receive in one sum the commuted value of any remaining periodic payments that do not involve life contingencies, unless the contractholder directs us otherwise. If no payee was named to receive these payments, or if no one so named is then living, we will pay the remaining payments due or the commuted value of the remaining periodic payments in one sum to the estate of the employee, or to the estate of the last survivor of the employee and the second annuitant if a two-life annuity has been chosen.

If a payee receiving payments during a guaranteed period dies while payments remain due, the commuted value of any remaining payments due to that person will be paid to any other

TIAA Multiple Employer Plan Retirement Choice Plus Annuity Contract

surviving payee that had been named to receive them. If no payee so named is then living, the commuted value will be paid to the estate of the last payee who was receiving these benefit payments.

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

A)the income option chosen;

B)if a one-life annuity is chosen, the employee's age;

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

D)the amount of the employee's Traditional Annuity accumulation applied to provide the income benefit; and

E)the rate schedule or schedules under which any premiums and internal transfers were applied to the Traditional Annuity accumulation on behalf of that employee.

If the income benefit payable to the employee would be less than [$100] a month, TIAA will have the right to change to quarterly, semi-annual or annual payments, whichever will result in payments of [$100] or more and the shortest interval between payments. If different rate schedules apply to different parts of an employee's Traditional Annuity accumulation, the portion applied to provide the income benefit chosen will be allocated among the parts on a pro- rata basis in accordance with procedures established by TIAA.

52.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 an employee's accumulation. The other methods are available from the employee's Traditional Annuity accumulation only. All or any part of the employee's Investment Account accumulations may be transferred to the employee's Traditional Annuity accumulation to provide benefits under the other payment methods.

The choice of method may be made any time before the date the death benefit payment is paid or begins. The choice may be changed any time before payments begin, but once they have begun, no change can be made. The application of an amount to purchase an annuity method of payment of the death benefit will result in a corresponding reduction in the employee's accumulation for the full amount applied. If the amount of the death benefit due to any one beneficiary is less than [$5,000], TIAA may change the method of payment for the portion of the death benefit payable to that beneficiary to the single-sum payment method. A beneficiary may not begin to receive the death benefit under the one-life annuity method after he or she attains age 90.

If the contractholder notifies us that distribution from an employee's accumulation must begin under the minimum distribution rules of federal tax law, we will begin distributions satisfying such requirements.

The following are the available methods:

Single-sum payment. The death benefit will be paid to the beneficiary in one sum.

One-life annuity. A payment will be made to the beneficiary each month for life. A guaranteed period of 10, 15, or 20 years may be included. If a guaranteed period isn't included, all payments will cease at the death of the beneficiary. If a guaranteed period is

TIAA Multiple Employer Plan Retirement Choice Plus Annuity Contract

as premiums newly allocated to such employees' accumulations. Such payments will only be made directly to the contractholder or to another funding vehicle selected by the contractholder to administer such payments, following procedures that enable TIAA to determine that such payments are permitted under ERISA and/or applicable state law.

A forfeiture account payment will be effective as of the end of the business day in which we receive the contractholder's request for the forfeiture account payment in a form acceptable to TIAA. The contractholder may defer the effective date of the forfeiture account payment 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. A forfeiture account payment will reduce the forfeiture account accumulation by the amount paid. If different rate schedules apply to different parts of the Traditional Annuity portion of the forfeiture account accumulation, such reduction will be allocated among the parts on a pro-rata basis in accordance with procedures established by TIAA. A forfeiture account payment may not be revoked after its effective date.

57.Amount and effective date of a revenue credit account payment. The contractholder may, in accordance with the MEP, request that some or all of the revenue credit account accumulation, if any, be withdrawn to pay reasonable and necessary MEP expenses or to issue credits to employee and beneficiary MEP accounts. Revenue credit account payments will only be made directly to the contractholder or to another funding vehicle selected by the contractholder to administer such payments, following procedures that enable TIAA to determine that such payments are permitted under ERISA and/or applicable state law.

A revenue credit account payment will be effective as of the end of the business day in which we receive the contractholder's request for the revenue credit account payment in a form acceptable to TIAA. The contractholder may defer the effective date of the revenue credit account payment 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. A revenue credit account payment will reduce the revenue credit account accumulation by the amount paid. If different rate schedules apply to different parts of the Traditional Annuity portion of the revenue credit account accumulation, such reduction will be allocated among the parts on a pro-rata basis in accordance with procedures established by TIAA. A revenue credit account payment may not be revoked after its effective date.

58.Availability of the lump-sum benefit. The contractholder may permit an employee to withdraw his or her Traditional Annuity accumulation or any of his or her 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 an employee's Traditional Annuity accumulation and each of an employee's Investment Account accumulations to not more than one in a calendar quarter. An employee may not elect a lump-sum benefit before the earliest date permitted under the MEP. The availability of a lump-sum benefit may be limited by the MEP.

59.Amount and effective date of a lump-sum benefit. If an employee chooses a lump-sum benefit from his or her Traditional Annuity accumulation, we will pay the portion of the employee's Traditional Annuity accumulation chosen, less any surrender charge in accordance with the applicable rate schedule or schedules. If an employee chooses a lump-sum benefit from the employee's Investment Account accumulations, we will pay the portion of the employee's 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 an employee's Traditional Annuity

TIAA Multiple Employer Plan Retirement Choice Plus Annuity Contract

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.

Any choice of lump-sum benefit must be made by notice to TIAA as explained in section 81 in a form acceptable to TIAA. A lump-sum benefit will be effective as of the business day on which we receive, in a form acceptable to TIAA, an employee's request for a lump-sum benefit. An employee may choose to defer the effective date of the lump-sum benefit 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. TIAA reserves the right to receive satisfactory evidence that a lump- sum benefit payment is being made at the voluntary direct affirmative request of an employee before effecting the payment. An employee can't revoke a request for a lump-sum benefit after its effective date.

TIAA may defer the payment of a Traditional Annuity lump-sum benefit for up to six months.

60.Amount and effective date of a retirement plan loan. If the MEP so provides and in accordance with section 72(p) of the IRC, as amended, and ERISA, to the extent applicable, an employee may request a retirement plan loan from his or her Traditional Annuity accumulation or his or her Investment Account accumulations, at any time prior to that employee's maturity date. The amount of a retirement plan loan shall comply with ERISA (to the extent applicable), the IRC and the MEP.

A request for a retirement plan loan must be made on or before the employee's maturity date. A retirement plan loan will be effective as of the business day on which we receive the employee's request, in a form acceptable to TIAA as well as any spousal waiver that may be required under ERISA or MEP. TIAA will determine all values as of the end of the effective date. A request for a retirement plan loan can't be revoked after its effective date. TIAA may defer the payment of a retirement plan loan from the Traditional Annuity accumulation for up to six months.

If an employee requests a retirement plan loan from his or her Traditional Annuity accumulation, we will lend the portion of his or her Traditional Annuity accumulation chosen, less any charges.

A retirement plan loan reduces the accumulations from which it is paid by the amount of the loan chosen. The loan will be issued in accordance with the terms of a loan agreement. The loan agreement will describe the terms, conditions and any fees or charges for the loan. Any loan repayments applied to this contract will be applied as new premiums. If an employee chooses a retirement plan loan from his or her Traditional Annuity accumulation and different rate schedules apply to different parts of his or her accumulation, the reduction in his or her accumulation will be allocated among the parts on a pro-rata basis in accordance with procedures established by TIAA.

61.Amount and effective date of contractholder payments from the Traditional Annuity. Contractholder payments from the Traditional Annuity accumulation are a series of payments made for the purpose of paying out the contract's entire Traditional Annuity accumulation or the contract's entire Traditional Annuity accumulation attributable to a specific participating employer, including payments made to effect a transfer to an Investment Account accumulation or to the companion CREF contract, if any. Such contractholder payments will be made [monthly] over [a 60-month period]. The amount of each payment will be equal to the total remaining Traditional Annuity accumulation divided by the number of remaining payments. Each contractholder payment will be reduced by any surrender charge in accordance with the applicable rate schedule or schedules. TIAA and the contractholder may agree to contractholder

TIAA Multiple Employer Plan Retirement Choice Plus Annuity Contract

payment arrangements with alternative schedules and associated charges. Any such surrender charges may be deducted from employees' accumulations. The contractholder does not require the consent of any employee to elect contractholder payments.

The first contractholder payment will be effective as of the end of the business day that is [90 days] after the business day we receive the contractholder's request to begin contractholder payments from the Traditional Annuity accumulation by written instructions in a form acceptable to TIAA. The contractholder may not notify employees of the intention to begin contractholder payments from the Traditional Annuity accumulation prior to making the request of TIAA. In connection with a request for contractholder payments from the Traditional Annuity accumulation, neither the contractholder nor any party acting on the contractholder's behalf may intentionally and specifically advise employees, or release employee communications that are intended to encourage employees to transfer or withdraw part or all of their contributions from their Traditional Annuity accumulation. Any such action may result in TIAA making the determination that coordinated transactions are occurring with the result of the surrender charge associated with coordinated transactions becoming applicable as described in the rate schedule.

TIAA will determine all values as of the end of the effective date. The request for contractholder payments may not be revoked after the effective date of the first payment. Each contractholder payment reduces each employee's Traditional Annuity accumulation. The reduction, including any applicable surrender charge, will be allocated among the employees' Traditional Annuity accumulations on a pro-rata basis. If different rate schedules apply to different parts of an employee's Traditional Annuity accumulation, the reduction to that employee's accumulation will be on a pro-rata basis among the parts in accordance with procedures established by TIAA. The contractholder does not require the consent of any employee to elect contractholder payments.

As of the effective date of contractholder payments of the contract's entire Traditional Annuity accumulation or the contract's entire Traditional Annuity accumulation attributable to a specific participating employer, no further premiums or internal transfers will be accepted into the Traditional Annuity accumulation of the contract or for the participating employer, respectively.

62.Amount and effective date of a contractholder payment from an Investment Account. A contractholder payment from an Investment Account accumulation is a lump-sum payment of the contract's entire accumulation in that Investment Account or the contract's entire Investment Account accumulation attributable to a specific participating employer, including payments made to effect a transfer to the Traditional Annuity accumulation or to the companion CREF contract, if any. A lump-sum contractholder payment from an Investment Account accumulation will be effective as of the end of the business day in which we receive the contractholder's request for a contractholder payment from an Investment Account accumulation by written instructions in a form acceptable to TIAA. However, for contractholder payments from the Real Estate Account, TIAA reserves the right to defer the effective date of payment, for some or all of the amount to be paid, for up to [180 days] if the total amount to be paid exceeds [$10 million]. If the cumulative amount of contractholder payments attributable to participating employers made during the prior six month period exceeds the [$10 million] limit, TIAA reserves the right to defer the effective date of payment, for some or all of the amount to be paid, for up to [180 days]. TIAA will determine all values as of the end of the effective date. The request for a contractholder payment from an Investment Account accumulation may not be revoked after the effective date of the payment. A contractholder payment reduces each employee's accumulation in the chosen Account. The reduction will be allocated among the

TIAA Multiple Employer Plan Retirement Choice Plus Annuity Contract

employees' accumulations on a pro-rata basis. The contractholder does not require the consent of any employee to elect contractholder payments.

As of the effective date of contractholder payments of the contract's entire accumulation in an Investment Account or the contract's entire accumulation attributable to a participating employer in an Investment Account, no further premiums or internal transfers will be accepted into that Investment Account's accumulation of the contract or for the participating employer, respectively.

PART F: INTERNAL TRANSFERS

63.Availability of Internal Transfers. The contractholder may permit an employee to transfer between his or her Traditional Annuity accumulation and his or her Investment Account accumulations. The contractholder may also permit an employee to transfer among his or her Investment Account accumulations. In addition, the contractholder may permit an employee to transfer all or part of his or her Traditional Annuity accumulation or Investment Account accumulations to the companion CREF contract, if any, or from his or her accumulation in any such companion CREF contract to this contract. TIAA reserves the right to limit internal transfers from an employee's Traditional Annuity accumulation and each of an employee's 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 the companion CREF contract 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. The MEP may limit the employee's right to transfer to the Traditional Annuity, any or all Investment Accounts, and/or to a CREF account.

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

An internal transfer reduces the accumulation from which it is paid by the amount transferred, including any surrender charge. If different rate schedules apply to different parts of an employee's Traditional Annuity accumulation, the portion applied to provide the transfer will be allocated among the parts on a pro-rata basis in accordance with procedures established by TIAA.

65.Effective date of internal transfer. An internal transfer will be effective as of the end of the business day in which we receive an employee's request for an internal transfer in a form acceptable to TIAA. An employee 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. TIAA reserves the right to receive satisfactory evidence that an internal transfer is being made at the voluntary direct affirmative request of an employee before effecting the transfer. An employee 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.

TIAA Multiple Employer Plan Retirement Choice Plus Annuity Contract

funding vehicle transfers into the Real Estate Account accumulation held on behalf of the employee under any TIAA annuity contracts or certificates.

TIAA reserves the right in the future to increase or decrease the threshold dollar amount associated with this provision. However, the threshold amount will never be less than [$100,000]. If, as of the effective date of such a change in the threshold amount, the total value of the Real Estate Account accumulation held on behalf of an employee under this contract and any other TIAA annuity contract or certificate already exceeds the new threshold amount, the employee will not be required to reduce such accumulation to a level at or below the new threshold. TIAA also reserves the right in the future to include among the restricted transactions any of the categories currently excluded above or to include any categories of transactions associated with services that may be introduced in the future. Any such future changes will only affect transactions with effective dates on or after the effective date of such change. You will be given at least two months advance written notice of any such change.

Nothing in this section shall be construed to limit TIAA's right to stop accepting or to limit premiums and/or internal transfers to the Real Estate Account at any time.

PART G: GENERAL PROVISIONS

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

70.Section 403(b). Notwithstanding any other provision in this contract, if this contract 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 contractholder 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.

71.MEP fee withdrawals. The contractholder may, in accordance with the MEP, and in accordance with TIAA's procedures, instruct TIAA to withdraw amounts from the contract's accumulation, to pay fees associated with the administration of the MEP.

The amount and the effective date of a MEP fee withdrawal will be in accordance with the MEP. TIAA will determine all values as of the end of the effective date. A MEP fee withdrawal cannot be revoked after it has been withdrawn.

A MEP fee withdrawal reduces the accumulation from which it is paid by the amount withdrawn.

No surrender charge applies to MEP fee withdrawals.

If a portion of a MEP fee withdrawal is payable from an employee's Traditional Annuity accumulation and different rate schedules apply to different parts of the employee's accumulation, the portion applied to provide the withdrawal will be allocated among the parts on a pro-rata basis in accordance with procedures established by TIAA.

TIAA Multiple Employer Plan Retirement Choice Plus Annuity Contract

to the Traditional Annuity accumulation or to the companion CREF contract. If the contractholder does not tell us where to transfer the accumulation units, we will transfer them in accordance with the MEP.

77.Report of accumulation. At least once each year, we will provide the contractholder with a report for this contract. It will show the value of the accumulation.

78.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.

79.Ownership. The contractholder owns this contract. The contractholder may, to the extent permitted by law, exercise every right that is granted to the contractholder without the consent of any other person unless the right has been given to such other person and authorized by the contractholder as described in section 81.

80.No assignment or transfer. Neither you nor any other person may assign, pledge, or transfer ownership of this contract or any benefits under its terms unless permitted under applicable law and only with our prior written approval. If not permitted under applicable law and in the absence of our prior written approval, any such action will be void and of no effect.

In the event that a participating employer withdraws from the MEP, TIAA shall allow the contractholder to assign or transfer the accumulations attributable to that participating employer and its employees to a new TIAA contract. In this circumstance, notwithstanding the restrictions set forth in paragraphs 61 and 62, such accumulations shall be transferred in a single lump sum to a TIAA Retirement Choice Plus contract to be issued to and owned by the participating employer. Traditional Annuity accumulations in this contract shall be applied to the Traditional Annuity in the new TIAA contract. Investment Account accumulations in this contract shall be applied to the same Investment Accounts in the new TIAA contract.

81.Procedure for elections and changes and requests for benefits. Notice in a form acceptable to TIAA and including all information required by TIAA must be provided to TIAA identifying each person that becomes eligible for benefit payments. Upon receipt of proof of an employee's death, we will divide that employee's accumulation into as many portions as there are validly designated beneficiaries for that employee's accumulation. If different rate schedules apply to different parts of that employee's 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 contract in connection with his or her portion of such employee's accumulation.

The right of an employee (or the employee's beneficiaries, after the employee's death) to make choices and elections available under the contract, with respect to that employee's accumulation under the contract, are subject to the authorization of the contractholder. Such rights include but are not limited to the right to allocate premiums, name a second annuitant, designate beneficiaries and payees, elect lump-sum benefits, make transfers, and choose forms of benefit payment. The contractholder may revoke or modify any such authorization.

To be valid, any choices or elections available under the contract, any authorization by the contractholder, or revocations or modifications of such authorization, must be made in a form acceptable to TIAA at a location that we designate. Valid instructions will take effect as of the date TIAA receives the instructions. TIAA will only accept as valid, instructions received

TIAA Multiple Employer Plan Retirement Choice Plus Annuity Contract

from the party entitled to issue the instruction, as determined by our records. If TIAA takes any action in good faith before receiving a valid instruction, we will not be subject to liability even if our acts were contrary to such instruction. All benefits are payable at our home office or at another location that we designate.

For purposes of determining the effective dates of any transactions and premium receipts, transaction requests and premiums will only be deemed to have been received when they are received by TIAA, or its appropriately designated agent, in good order, in accordance with procedures established by TIAA or as required by law. No available transaction may be made effective on a day that is not a business day. TIAA reserves the right to limit the number of transactions that may be made effective on a single business day.

82.Payment to an estate, trustee, etc. Upon the death of an employee, TIAA reserves the right to pay in one sum the commuted value of any benefits due to 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 contract. 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.

If death benefits become payable to the designated trustee of a testamentary trust, but:

A)no qualified trustee makes claim for the benefits within nine months after the death of the employee; or

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

payment will be made to the successor beneficiaries, if any are designated and survive the employee; otherwise payment will be made to the executors or administrators of the employee's estate.

If benefits become payable to an inter-vivos trustee (the person appointed to execute a trust created during an individual's lifetime), but the trust is not in effect or there is no qualified trustee, payment will be made to the successor beneficiaries, if any are designated and survive the employee; otherwise payment will be made to the executors or administrators of the employee's estate.

Payment to any trustee, successor beneficiary, executor, or administrator, as provided for above, shall fully satisfy TIAA's payment obligations under the contract to the extent of such payment.

83.Service of process upon TIAA. We will accept service of process in any action or suit against us on this contract 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.

84.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

TIAA Multiple Employer Plan Retirement Choice Plus Annuity Contract

A)the charges for expenses and contingencies;

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

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

D)any applicable surrender charges on contractholder payments arising from amounts applied to the Traditional Annuity.

TIAA Multiple Employer Plan Retirement Choice Plus Annuity Contract

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