Here is a summary of relevant moments at the June 15 annual TIAA-CREF (TC) meeting in Charlotte, NC and the New York City demonstration at their headquarters.. This summary is geared toward the work of the coalition of groups seeking for TC to invest in ventures that aid society and divest from particular companies that are involved principally in issues of human rights abuse, but also issues of environmental and health (tobacco) effects.

Attendance was low at the annual meeting, as we expected from its location-- around twenty five folks total not associated with TC (including five of us), one-sixth or less of typical NYC meeting attendance in the past. In New York there were seven demonstrators at TC headquarters, down quite a bit from our recent crowds of 40-50 folks. They had a banner, signs, and distributed maybe 300 fliers. Some talked with TC employees fearful of a new round of firings.

All shareholder resolutions lost, gaining 8 -21% of the vote (divest tobacco, 21%; more transparency/reporting on social responsibility issues, 16%; gold mining divestment, anti- gun control; and “add more socially responsible Social Choice Account-type funds” got under 10%). (I might be off by a few percentage points.)

Regarding media, there was a drop-off from our usual extensive coverage (there are a few reasons for that, that I won’t elaborate on). CBSMarketwatch.com did a story that was picked up by Investors Business Daily (on-line) and AFX. Reuters also filed a story, and a few news wires ran our press release. Dow Jones News Service should be filing a story, as well.

Dennis Brutus gave his usual good speech outlining our causes/hopes. I complemented that with some additional points geared toward establishing the legitimacy of divestment . (After this annual meeting report is the letter we sent TC CEO Herbert Allison prior to the meeting; it lays out well our causes and hopes.) As planned, there was no standing up or holding up signs as he spoke. Unfortunately, our plans for speeches on behalf of individual coalition groups fell through. Someone independent from our coalition gave a stirring anti-tobacco speech. I spoke on our efforts for “positive investing” (low-income area community development, social venture capital, and shareholder activism in the Social Choice Account (SCA). I was very positive regarding their recent openness and expressed hope for continued cooperation, and CEO Allison noted such positive investing possibilities/explorations in his opening speech. There were statements by others at times on social concern issues. But all was much more subdued than the last annual meeting.

Allison reiterated the idea that those with social concerns should or have invested in the SCA (200,000 TC participants have already done so). He also said that TC can only divest (and make investment decisions) based on financial considerations. He said they continually monitor social concerns..

Dennis and I both noted our desire to meet with them on our specific concerns and a follow-up request by Dennis led CEO Allison to direct us to contact their Corporate Secretary, Laverne Jones about a meeting.

I started work on a document that outlines general arguments for divesting that a) cut across our issues; b) address financial and other justifications; and c) rely to some extent on TC’s own relevant policy statements. I think we have to make the case for divesting in general, as well as our specific causes. Suggestions from anyone along these lines are welcome.

THANKS, Neil

May 27, 2004

Herbert Allison

Chairman and CEO

TIAA-CREF

730 Third Avenue

New York, NY 10017

Dear Mr. Allison,

With others who were present at the December participants' meeting, we thank you for the open spirit of that meeting. We feel that you and the rest of your management team are giving serious attention to strengthening the social responsibility of TIAA-CREF investments. We plan to raise such matters again at the upcoming meeting in June. We hope that at your committee meetings surrounding the annual meeting you will discuss specific issues raised below. Additionally, we propose a meeting with you in the weeks following the annual meeting to further the dialogue. We thank you already for the consideration you are showing toward those seeking for TIAA-CREF to invest in enterprises particularly strong on issues of social responsibility, as suggested by one of the groups in our coalition.

We wish to also express our support for TIAA-CREF’s recently revised Policy Statement on Corporate Governance. We particularly applaud the sections on social accountability and on open communication between shareholders and company management, including the board of directors. Some TIAA-CREF members felt that remarks made at the annual meeting last December indicated that in most of its portfolios, TIAA-CREF ignores good corporate governance for the sake of profits. The Policy Statement would seem to indicate that social concerns should be examined both for their own sake and because of implications for long-term shareholder value.

We have some additional questions regarding the revised policy. How does TIAA-CREF implement this policy statement in determining the size of its investments as well as actively pursuing its responsibilities as shareowner? Will TIAA-CREF be issuing regular reports to its participants on the actions it has taken and the results it has achieved? We would welcome such openness. If CREF would issue such reports, as proposed in one upcoming shareholder resolution, it likely would relieve some of the concerns that TIAA-CREF is not taking seriously enough its well known commitment to improve corporate social responsibility. We would like to understand TIAA-CREF’s present practices as we judge for ourselves how well CREF is managing our retirement funds on our behalf.

The policy statement makes clear that TIAA-CREF is quite concerned with issues of social responsibility. We feel that TIAA-CREF, itself, has moral choices to make, that it should not place all that responsibility upon those choosing the Social Choice Account. We assume, for example, that TIAA-CREF would not invest in slave trade even if it were expected to bring large financial gain. Yet TIAA-CREF does invest in tobacco companies that take human life (e.g., Philip-Morris/Altria) and in corporations tied to human rights abuse (Unocal, Costco, Nike, and Wal-Mart). Where will the line be drawn? We continue to urge you to divest from these dangerous and irresponsible corporations.

We applaud the Policy Statement declaration that “TIAA-CREF generally will support (shareholder) proposals that include reasonable requests and concern companies or countries where demonstrably egregious repression of human rights is found.” Thus we are hopeful that TIAA-CREF would then not itself invest in such companies itself. We have identified some prominent companies of this sort above. You also mention concerns with companies that have extremely poor environmental records. We hope you are open to investigating companies along these lines, as well, and are willing to listen to concerns about any other companies tied to moral abuses that you specifically identify in your Policy Statement.

As a matter of fact, researching social as well as financial concerns before investing in any company in any of your funds might be something to consider given the financial success of the Social Choice Account. As was noted at the last annual meeting, that was the only TIAA-CREF fund to receive a five star rating.

Complementary to the above, how does TIAA-CREF apply the Policy Statement on Corporate Governance to itself? For example, is there a sufficient and well-publicized “formal procedure (in place) to enable shareholders to communicate their views and concerns directly to board members,” as spelled out in paragraph 10 on page 15 of the Policy Statement? The SEC speaks to this issue, as well. We would welcome a procedure by which we can inform the various TIAA-CREF directors—particularly those on the two relevant Committees on Corporate Governance and Social Responsibility- about our concerns. And, as stated above, we hope you will consider delivering regular reports on your corporate social responsibility activities.

We and our consultants are eager to meet with TIAA-CREF management to discuss the details of implementing "responsibility," with profit, throughout the portfolios. We have coalition group members and TIAA-CREF participants in New York City ready to do so. We look forward to working with you and the TIAA-CREF Board to implement the TIAA-CREF Policy Statement on Corporate Governance both in its investments and within the operations of TIAA-CREF itself.

Sincerely,

Daniel Cook-Huffman, TIAA-CREF participant

Signed for other TIAA-CREF participants Paul Sheridan, Sumner Rosen, Terri Farless, and Anne Gibbons

Other TIAA-CREF participants or stakeholders as represented by members of the coalition “TIAA-CREF: Out of the Bad and Into the Good”

Jeremy Woodrum, The US Campaign for Burma; Patricia Lynn, Infact; Katrina Abarcar, World Bank Bonds Boycott; Jeffrey Ballinger, Press for Change; Abigail Fuller, Social Choice for Social Change; Jaime Lagunez, Citizens Coalition; James W. Keady, Educating for Justice, Inc.; John Taylor, National Community Reinvestment Coalition; Carol Wayman, National Congress for Community Economic Development

cc: Scott Evans. Chief Investment Officer

Elizabeth Monrad, Chief Financial Officer

Peter Clapman, Chief Counsel and Vice President