Contractholder: [XYZ Trust Company] Contract Number: [T-123456] Companion CREF Contract Number: [C-123456/NONE] Date of Issue: [01-01-2023]

The contract’s accumulation is equal to the sum of all employees’ accumulations, as well as any unallocated accumulations, under the contract.

A beneficiary is any person eligible to receive death benefit payments upon the death of an employee. If none of the beneficiaries named is alive at the time of the employee’s death, or if, at the employee’s death, no beneficiary had ever been named for that employee, then the death benefit will be paid to the person entitled to such benefits under the terms of the employer plan. If the plan does not specify how to distribute such death benefits, the death benefit will be paid to the employee’s estate. If distributions to a named beneficiary are barred by operation of law, the death benefit due that beneficiary will be paid to the employee’s estate.

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 employee 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.

A Custom Portfolios Model Service Program (CPMSP) is an asset allocation program whereby contributions under the employer plan are allocated to model portfolios comprised of funding options in accordance with prescribed target allocation percentages. Some or all of the funding options under this contract may be administered as part of a CPMSP. For employees subscribed in a model within the CPMSP, TIAA will periodically execute Plan Directed Payments from Investment Account accumulations to track the target allocation percentages of the models created for the CPMSP. However, except as specified below in connection with Plan Directed Payments, there will be no movement of Traditional Annuity accumulations out of the Traditional Annuity in connection with the administration of a CPMSP. The terms of the CPMSP and the particular funding options that may be administered as part of a CPMSP will be as agreed upon by TIAA and the employer plan or a duly authorized plan representative. More than one model in a CPMSP may be administered under the contract. However, any specific employee’s accumulation can only be managed under one model within the CPMSP at any time.

A Custom Portfolios Model Service Program accumulation (CPMSP accumulation) is the portion of the contract accumulation equal to the sum of all employees’ CPMSP accumulations in a given CPMSP under the contract.

The death benefit for an employee is the current value of the employee’s accumulation.

An employee is any employee entitled to benefits under the employer plan.

An employee’s accumulation is the sum of the employee’s Traditional Annuity accumulation (as defined in section 40) and the employee’s Investment Account accumulations (as defined in section 46). Employees’ rights with respect to these accumulations are those in accordance with the terms of the employer plan. If an employee has a severance from employment with the employer and fails to satisfy the vesting requirements of the employer plan, then in accordance with the terms of the employer plan, the amount of that employee’s accumulation may be applied to a forfeiture account where it will be maintained as an unallocated accumulation as described in section 31.

An employee’s Custom Portfolios Model Service Program accumulation (employee’s CPMSP accumulation) is the portion of the employee’s accumulation maintained for the sole purpose of providing a record of amounts accumulated in the Traditional Annuity in a model in a CPMSP and/or an Investment Account in a model in a CPMSP.

The employer is [ABC Institution].

The employer plan is the retirement plan of the employer 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 reference to the employer plan, the terms of which comprise valid instructions from the plan administrator for the employer plan to the extent such plan terms do not enlarge the rights otherwise available under the contract. However, neither the Contractholder nor the employer plan may modify the manner in which the amounts of any lump-sum benefits, death benefits, or annuity benefits available under the contract are to be calculated. The plan administrator for the employer plan must notify TIAA of any changes to the terms of the employer plan. If TIAA takes any action in good faith before receiving such notice, we will not be subject to liability even if our acts were contrary to the terms of the employer plan as modified by such change.

Employer plan fee withdrawals are amounts deducted from the contract’s accumulation in accordance with the terms of the employer plan to pay fees associated with the administration of the plan.

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

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

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 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.

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 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.

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.

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.

Contract and employee 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.

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 53 and 57.

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 92.

Revenue credit account (sometimes called an ERISA account). A revenue credit account is an unallocated suspense account established to cover reasonable and necessary plan expenses or to provide credits to employee and beneficiary plan accounts. The revenue credit account is comprised of payments that TIAA makes to it in its capacity as the plan’s recordkeeper. These payments are derived from the excess, if any, of fees paid by the plan to TIAA in connection with the recordkeeping and administrative services for the funding options selected by the plan, that exceed the actual costs incurred by TIAA. TIAA shall also remit to the revenue credit account refunds which it collects in its capacity as the plan’s recordkeeper, if any, from plan fund providers when the fees paid by the plan to such fund providers exceed the actual costs incurred by the plan’s fund providers.

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.

The Separate Accounts are the accounts described in Part D.

A severance from employment occurs when an employee is no longer employed by any of the entities that are part of the employer as defined herein. In accordance with the provisions of the IRC and applicable regulations, a severance from employment will be deemed to occur even if the employee continues 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 the Traditional Annuity accumulation withdrawn as a lump-sum benefit as shown in the rate schedule. A surrender charge will also be assessed on each Plan Directed Payment paid from the Traditional Annuity as shown in the rate schedule.

Termination of employment for the purpose of determining the availability of the lump-sum benefit occurs when an employee is no longer employed by any of the entities that are part of the employer as defined herein. Dissolution or modification of the employer plan; changes in the name or affiliation of the employer; leaves of absence, with or without pay; vacations; or other events not in fact a termination of employment will not be considered a termination of employment.

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.

Unallocated accumulations. As permitted by applicable law and in accordance with the terms of the employer plan, under certain circumstances upon the mutual agreement of TIAA and the plan administrator for the employer plan, 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 not be attributable to any individual employee under the employer plan. 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.

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. 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.

Contestability. The contract is incontestable.

Companion CREF contract. The College Retirement Equities Fund (CREF) is a companion organization to TIAA. A companion CREF Retirement Choice Annuity contract may have been delivered to the Contractholder, as Trustee of the Trust, when this contract was issued. 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 terms of the employer plan, then a companion CREF Retirement Choice Annuity contract will be issued, without application, as a funding vehicle for the employer plan, if such companion contract had not been previously issued.

Premiums for this contract must be remitted under the terms of the employer plan. 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.

Allocation of premiums. Premiums may be allocated to either the Traditional Annuity or the Investment Accounts to the extent such allocation options are made available under the terms of the employer plan. 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 in accordance with the terms of the employer plan in a form acceptable to TIAA. If no valid allocation instructions have been received, we will allocate premiums in accordance with the terms of the employer plan.

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

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.

Employee’s Traditional Annuity accumulation. Except as described in section 31, 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 terms of the employer plan. Employees’ rights with respect to these accumulations are those in accordance with the terms of the employer plan. If an employee has a severance from employment with the employer and fails to satisfy the vesting requirements of the employer plan, then in accordance with the terms of the employer plan, the amount of that employee’s accumulation may be applied to a forfeiture account where it will be maintained as an unallocated accumulation as described in section 31.

all premiums allocated to the Traditional Annuity; plus

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

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

any internal transfers to the Traditional Annuity; less

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

any employer plan fee withdrawals, interest payments, plan benefit payments, lump- sum benefits, and 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 an annuity income option or a death benefit payment method from the Traditional Annuity; less

any transfers from the Traditional Annuity; less

any amounts forfeited as described above; less

any Plan Directed Payments paid 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 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.

The Real Estate Account is designated as “VA-2” and was established by TIAA in accordance with New York law to provide benefits under this 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.

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 this 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.

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.

An Investment Account accumulation is the sum of all employees’ Investment Account accumulations, as well as any unallocated Investment Account accumulations, for a particular Investment Account, held under the contract.

An employee’s Investment Account accumulation is equal to the number of accumulation units owned under the contract on behalf of that employee, 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:

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 this contract 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 E;

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

any amounts forfeited as described in section 46;

any premium taxes incurred by TIAA for that Investment Account in this contract;

any employer plan fee withdrawals from 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 contract, under the terms of the employer plan.

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.

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.

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:

the income option chosen;

if a one-life annuity is chosen, the employee’s age;

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

the amount of the employee’s 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 the Traditional Annuity accumulation on behalf of that employee.

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 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 the employee’s Traditional Annuity accumulation applied to the one-life annuity;

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

the age of the beneficiary.

Payments after the death of a beneficiary. Any periodic payments or other amounts remaining due after the death of a beneficiary during a guaranteed period will be paid to the payee named to receive them. The commuted value of these payments may be paid in one sum unless prohibited under the terms of the employer plan. The payee designated to receive these payments is named at the time the payment method is chosen.

Amount and effective date of a plan benefit payment. If an employee has a severance from employment with the employer, we may distribute all of that employee’s accumulation as a plan benefit payment in accordance with the terms of the employer plan and subject to the restrictions on mandatory distributions under the IRC.

Amount and effective date of a forfeiture account payment. In accordance with and to the extent permitted by the terms of the employer plan, the plan administrator for the employer plan may request a withdrawal of some or all of the forfeiture account accumulation, if any, to pay reasonable and necessary plan expenses, provide additional contributions to employee accounts, or for use as a premium offset of plan contributions. To the extent such payments are used to reduce the employer’s obligation to make contributions on behalf of other employees, they will be treated under the terms of the contract as premiums newly allocated to such employees’

Amount and effective date of a revenue credit account payment. The plan administrator for the employer plan may instruct us in writing to withdraw all or part of a revenue credit account accumulation to pay reasonable and necessary plan expenses or to issue credits to employee and beneficiary plan accounts. Revenue credit account payments will only be made directly to the plan administrator for the employer plan or to another funding vehicle selected by the plan administrator for the employer plan to administer such payments, following procedures that enable TIAA to determine that such payments are permitted under ERISA and/or applicable state law.

Availability of the lump-sum benefit. In accordance with and to the extent permitted by the terms of the employer plan, an employee may 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]. Lump-sum benefits from an employee’s Traditional Annuity accumulation can only be made within [120 days] after:

the date an employee terminates employment or, if later;

the specific date stipulated in the employer plan.

Effective date of a lump-sum benefit. Any choice of lump-sum benefit must be made by notice to TIAA as explained in section 84 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; and

verification from the employer of the employee’s eligibility for a lump-sum benefit, and certification of termination of employment if the lump-sum benefit is requested from the Traditional Annuity accumulation.

Amount of a lump-sum benefit. If an employee chooses a lump-sum benefit from his or her Traditional Annuity accumulation, when such lump-sum is available as described above, 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. Lump-sum benefits from the Traditional Annuity accumulation will be paid first from any amounts remaining to be transferred under a Transfer Payout Annuity, then from any amounts under the interest payments option, if necessary, and then from the balance of the employee’s Traditional Annuity accumulation, if necessary. If different rate schedules apply to different parts of an employee’s 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.

Amount and effective date of a retirement plan loan. If the employer plan 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 Investment Account accumulations, at any time prior to that employee’s maturity date. The amount of a retirement plan loan may generally not exceed the least of:

the total of the employee’s Investment Account accumulations;

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

[$50,000]

Amount and effective date of Plan Directed Payments from the Traditional Annuity. Plan Directed 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, including payments made to effect a transfer to an Investment Account accumulation or to the companion CREF contract, if any.

CPMSP PDPs may only be paid from Traditional Annuity accumulations held within a model in a CPMSP.

Any portion of the contract’s accumulation being paid as CPMSP PDPs may not be included in the calculation of any request for or calculation of any other series of Plan Directed Payments.

The request for CPMSP PDPs is irrevocable once we receive the written request in good order from the plan administrator or a duly authorized representative of the plan. The first payment will be effective as of the end of a business day that is not more than [90] days after the business day that we receive the written request for such CPMSP PDPs. TIAA will determine all values as of such effective date.

Amount and effective date of a Plan Directed Payment from an Investment Account. A Plan Directed Payment from an Investment Account accumulation is a lump-sum payment of the contract’s entire accumulation in that Account, including payments made to effect a transfer to the Traditional Annuity accumulation or to the companion CREF contract, if any.

Internal transfers from or among the Investment Accounts. In accordance with and to the extent permitted by the terms of the employer plan, an employee may transfer from his or her Investment Account accumulations to that employee’s TIAA Traditional Annuity accumulation or to that employee’s CREF accounts under a companion CREF contract, if any, or may transfer among his or her Investment Account accumulations. Internal transfers may be for all of any of an employee’s Investment Account accumulations, or any part of any of the Investment Account accumulations not less than [$1,000]. Any internal transfer to CREF is subject to the terms of the companion CREF contract and CREF’s Rules of the Fund. TIAA reserves the right to limit internal transfers from each of an employee’s Investment Account accumulations to not more than one in a calendar quarter. TIAA reserves the right to stop accepting or to limit internal transfers to the Traditional Annuity and/or internal transfers to the Real Estate Account at any time.

Transfers from the Traditional Annuity. In accordance with and to the extent permitted by the terms of the employer plan, an employee may apply all of his or her Traditional Annuity accumulation not previously applied to an income option, or any part thereof not less than [$10,000], to a Transfer Payout Annuity (TPA) to provide:

internal transfers to an Investment Account;

cash withdrawals; or

payments to another funding vehicle as permitted under the employer plan and under federal tax law.

Internal transfers from CREF. In accordance with and to the extent permitted by the terms of the employer plan, an employee may transfer from his or her accumulation in a companion CREF contract, if any, to this contract. Any internal transfer 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 the Real Estate Account at any time.

Effective date of transfers. An internal transfer from an Investment Account 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. For TPAs, the first TPA payment will be effective as of the end of the business day in which we receive the request to begin the TPA payment stream in a form acceptable to TIAA. An employee may defer the effective date of the internal transfer from an Investment Account or the date of the first TPA 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. An employee can’t revoke a request for an internal transfer after its effective date. The election to begin TPA payments cannot be revoked after the effective date of the first TPA payment. Any subsequent elections or transactions available under the contract, attributable to the employee’s Traditional Annuity accumulation, will correspondingly reduce the remaining amount of that employee’s Traditional Annuity accumulation to be transferred under the TPA, in accordance with procedures established by TIAA.

Crediting internal transfers. Internal transfers to an employee’s 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 an employee’s 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. TIAA reserves the right to stop accepting or to limit internal transfers to any of the Investment Accounts under Separate Account VA-3 to the extent any such subaccount is to be deleted within 120 days, in accordance with section 79.

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:

the Traditional Annuity accumulation held on behalf of an employee

the Real Estate Account accumulation held on behalf of an employee

any other Investment Account accumulation held on behalf of an employee

the CREF accumulation held on behalf of an employee in a companion CREF certificate

any other funding vehicle accumulation held on behalf of an employee which is administered by TIAA or CREF on the same record-keeping system as this contract.

Systematic withdrawals and transfers (SWATs)]

Automatic rebalances]

Any transaction arising from a TIAA sponsored advice product or service]

Transfer Payout Annuity (TPA) payments directed to the Real Estate Account].]

▇▇▇▇ 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.

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 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.

Employer plan fee withdrawals. To the extent provided by the terms of the employer plan, and in accordance with TIAA’s procedures, TIAA will withdraw amounts from the contract’s accumulation, to pay fees associated with the administration of the plan.

Plan Expense Reimbursement Agreement. TIAA and the plan administrator for the employer plan may enter into a plan expense reimbursement agreement under which TIAA shall agree to pay certain reasonable and necessary plan expenses on behalf of the employer plan.

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 in accordance with the terms of the employer plan. 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 any Investment Accounts were, at any time, available under the terms of the employer plan, and all Investment Accounts are subsequently deleted, then a companion CREF contract will be issued to the Contractholder at the time of the deletion, if one had not been previously issued. If accumulation units are owned under the contract in an Investment Account that is deleted, the units must be transferred to the Traditional Annuity accumulation or to the companion CREF contract in accordance with the terms of the employer plan.

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

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.

Ownership. The Contractholder owns this contract.

No assignment or transfer. No one may assign, pledge, or transfer ownership of this contract or any benefits under its terms. Any such action will be void and of no effect.

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.

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 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.

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

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 the contract 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 the contract are exempt from the claims of creditors or legal process to the fullest extent permitted by law. Such exemption does not apply to the extent this contract is issued in connection with a non-qualified deferred compensation plan sponsored by an employer that is not a state or local government, an IRC section 457(b) plan sponsored by an employer that is not a state or local government, a plan operating under IRC section 457(f), or a plan operating under IRC section 415(m).

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

Correspondence. For questions about the contract, or inquiries about our service, or for help to resolve a problem, 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 this contract. 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 the Contractholder 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 arising from amounts applied to the Traditional Annuity; and

any applicable surrender charges on Plan Directed Payments 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 the contract and except for any employer plan fee withdrawals in accordance with the terms of the employer plan;

interest as follows:

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 A), 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: