Teachers Insurance and Annuity Association 730 Third Avenue New York, NY 10017-3206 TIAA has issued this policy on acceptance of the application in the State of New York, where this policy will be performed. The effect and validity of this policy are governed by New York State law. TIAA issues this policy in consideration of the payment of required premiums. This contract provides replaced wording for, but is a continuation of, the contract for Group Policy D-2902 issued to you by TIAA on April 1, 1986. The prior contract along with: 1) the application for it, and 2) all and any amendments or endorsements, are a part of this contract and together constitute the Group Policy. This contract reflects the provisions of the Group Policy in effect on July 1, 1996 and will apply to a term of Total Disability that starts on or after that date. INITIAL PREMIUM RATES FOR ALL INSURED EMPLOYEES: $0.34 per month per $100 of Monthly Income Benefits.$0.41 per month per $100 of Monthly Annuity Premium Benefits. PART 1: THE CONTRACT The Contract. This policy, any amendments or endorsements, the Policyholder's attached application, Employee applications, if any, and the certificates with the same policy number as this policy make up the entire contract between the Policyholder and TIAA. TIAA will issue to the Policyholder certificates to be given to each insured Employee. The certificate will set forth the main features of this policy that apply to the Employee. The Policyholder's rights or the rights of any Employee or Beneficiary will only be affected by provisions that are part of this contract. Any statement in writing made by the Policyholder or by the Employee will be a representation, not a warranty. No statement made by an insured Employee will be used to void this policy or in defense of a claim unless it is in writing, signed by the insured Employee. Only an Executive Officer or a Registrar of TIAA may: bind TIAA by making a promise or a representation; or accept a representation that relates to this policy. Change of Policy. Only an Executive Officer of TIAA may approve a change to this policy or waive any of its provisions. Any change will be endorsed on or added to the policy in writing. Changes may be made without the consent of: an Employee; Dependent; or Beneficiary. Clerical Error. Clerical error will not cause insurance in force to cease, nor will it continue insurance that has been terminated. PART 2: PREMIUM PAYMENT Payment of Premiums. Premiums are to be paid by the Policyholder at TIAA's home office in New York, NY. The first premium is due on the date this policy takes effect. Future premiums are due on the first day of each month thereafter. The Policyholder may pay premiums on or before their due dates. Failure to pay a premium when due is a default. Premiums will be paid for all insured Employees but not for an Employee to whom benefits are being paid under this policy. Premium Rates. Initial premium rates for all insured Employees are shown in the Policy Schedule. TIAA may, as of any premium due date, change the premium rates for this insurance. A change in rates may be made only after TIAA has given the Policyholder at least 31 days written notice of the change. Grace Period. The Policyholder will be given 31 days from a premium due date to pay each premium that is due after the first one. Insurance will continue during this period. A premium not paid by the end of this period will bring about the automatic termination of this policy. If this policy terminates for any cause, the Policyholder will owe all due and unpaid premiums; this includes a pro rata premium for the time this policy was in force during the grace period. PART 3: LEAVES OF ABSENCE AND OTHER ABSENCE Leaves of Absence and Other Absence. When an Employee stops Active Work in an eligible class, insurance will continue and employment will be deemed to continue if the Policyholder remits the required premiums for the Employee and: (A) the Employee is either on a sabbatical or on a leave of absence and receives at least one-quarter pay. Insurance may be continued to the end of 24 months, or, if earlier, the end of such leave; or (B) the Employee is on a leave of absence approved by the Policyholder's Board of Trustees and receives less than one-quarter pay as long as such leave is for: (1) full-time study for an advanced degree; or (2) work in the field of education or research such as a Fulbright Award, foundation grant, or government project. Insurance may be continued to the end of 24 months, or, if earlier, the end of such leave; or (C) the Employee is on a leave of absence for pregnancy. Insurance may be continued to the end of four months after the pregnancy ends, or, if earlier, the end of such leave; or (D) the Employee is on a Family or Medical leave approved by the Policyholder. During such leave, insurance may be continued to the end of 6 months or, if later, the period required by applicable state or federal law. Employment will not be deemed to continue and insurance cannot be continued during a sabbatical or leave of absence unless the sabbatical or the leave for the Employee is set forth in a written document that is dated on or before the leave is to start and shows that the Employee is scheduled to return to Active Work for the Policyholder. For an employee on leave, the Monthly Wage Base will be based on the wages payable by the Policyholder just prior to the start of the leave. Total Disability Absence. When an Employee stops Active Work in an eligible class due to his or her Total Disability, insurance may be continued as long as premiums are paid during the absence. No premiums are payable for an Employee while he or she is receiving benefits under this policy. During the absences set forth above, the Policyholder must continue insurance and pay premiums in a manner that precludes individual selection. PART 4: GENERAL PROVISIONS Policyholder Information to be Given to TIAA. On request, the Policyholder will give to TIAA any information that is required to: administer this policy; and determine changes in premium rates. TIAA will have the right at any reasonable time to inspect any records in the Policyholder's possession that relate to this policy. How the Policy can be Terminated. (A) By the Policyholder. If not in default of any premium payment, the Policyholder may terminate this policy as of any premium due date by giving notice in writing which is received before such date at TIAA's home office. If in default, this policy will terminate automatically as set forth under "Premiums, Grace Period". (B) By TIAA. TIAA may terminate this policy as of any date set forth below by giving notice in writing which is mailed to the Policyholder at least 90 days before this date: (1) The date of this policy's anniversary; or (2) Any premium due date, if on a prior premium due date fewer than 10 Employees are insured under this policy. Incontestability of the Policy. Except for the nonpayment of premiums, this policy is not contestable after it has been in force for two years from the date it takes effect. Assignment of the Policy by the Policyholder. The Policyholder may assign this policy. No assignment will bind TIAA unless it is in writing and until it is filed at TIAA's home office. TIAA is not responsible for whether any assignment is valid.