0000930413-06-007055 Sample Contracts

FORM OF PARTICIPATION AGREEMENT Between LEGG MASON INVESTOR SERVICES, LLC WESTERN ASSET MANAGEMENT COMPANY, WESTERN ASSET FUNDS, INC. and TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
Participation Agreement • September 29th, 2006 • TIAA Separate Account VA-3 • New York

THIS AGREEMENT, made and entered into as of this ______ day of September, 2006 by and between Teachers Insurance and Annuity Association of America (hereinafter, the “Company”), a New York domiciled life insurance company, on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A hereto as may be amended from time to time (each account hereinafter referred to as the “Account”), Legg Mason Investor Services, LLC, a Delaware limited liability company (hereinafter, the “Underwriter”), Western Asset Management Company, a California corporation (hereinafter, the “Adviser”) and Western Asset Funds, Inc., a Maryland corporation (hereinafter the “Fund”).

FORM OF PARTICIPATION AGREEMENT among TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA, TIAA-CREF INSTITUTIONAL MUTUAL FUNDS, TEACHERS ADVISORS, INC. and TEACHERS PERSONAL INVESTORS SERVICES, INC.
Participation Agreement • September 29th, 2006 • TIAA Separate Account VA-3 • New York

THIS AGREEMENT, dated as of the _____ day of September, 2006, by and among Teachers Insurance and Annuity Association of America, a New York domiciled life insurance company (hereinafter the “Company”), on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A hereto as may be amended from time to time (hereinafter referred to individually and collectively as the “Account”), TIAA-CREF Institutional Mutual Funds, a Delaware statutory trust (hereinafter the “Fund”), Teachers Advisors, Inc., a Delaware corporation (hereinafter, the “Adviser”), and Teachers Personal Investors Services, Inc., a Delaware corporation (hereinafter the “Underwriter”).