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March, 2007 correspondence with TIAA-CREF

Neil,

Sorry for any confusion stemming from my email in November. What I meant was, we will not be making any decisions on engagement initiatives before the policy statement was finished.

We are in the beginning of proxy season and have to vote on proposals at over 6,000 companies over the next few months, so we will be waiting until the summer to decide whether or not we will have any initiatives outside of Sudan. As you know, we view proxy voting as an important part of our shareholder engagement.

Best,

Sonal

From: Wollman, Neil J. [mailto:nwollman@bentley.edu]
Sent: Tuesday, March 13, 2007 3:53 PM
To: Mahida, Sonal
Cc: Wilcox, John; O'Brien, Amy M.
Subject: RE: Answers to Questions on Engagement

Thanks for your response and the document and willingness to be open to just a general acknowledgement on our target companies--with no details--and it would certainly be held in confidence in whatever way you felt comfortable.

However, what is disturbing is point two. We had been told overtly or implicitly and presumed that once the document was done that you would be making decisions on new issues/companies. That was the underlying assumption of all our discussions/proposals/meetings -- all based on completion of the revised guiding document. Last spring we were told to get proposals in by early fall because decisions would be made in the months after--so we prepared detailed proposals using the criteria for decision-making we were given (of course that timeline changed).

Though one could squeeze out a different interpretation if pushed, this was even conveyed in a message from you way back in November. (below). Certainly other concerns beyond Sudan were raised in your survey, by participants and stakeholders in our effort, and by others I know of. If you were to stop with Sudan at this time--after many delays thus far in moving onto other concerns--it certainly would have a big impact on the work of our coalition. Please clarify. Thank you.

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Hello Neil,

As we mentioned in our letter, we are currently focusing on the Sudan initiative and on revising our policy statement. Once our policy statement is approved by the Board it will set the basis for our future actions. Therefore we will be making decisions regarding engagement initiatives once the policy statement is approved by the Board.

I hope the above resolves your concerns,

Sonal Mahida

Neil Wollman; Ph. D.; Senior Fellow, Peace Studies Institute; Professor of Psychology; Manchester College, North Manchester, IN 46962; nwollman@bentley.edu; 260-982-5346; fax 260-982-5043

From: Mahida, Sonal [mailto:SMahida@tiaa-cref.org]
Sent: Tue 3/13/2007 12:26 PM
To: Wollman, Neil J.
Cc: Wilcox, John; O'Brien, Amy M.
Subject: Answers to Questions on Engagement

Hello Neil,

Thanks for your phone call. Hope the answers below help--

1) Statement: Here is a link to statement: http://www.tiaa-cref.org/about/governance/portfolio/index.html I also sent it to you as a PDF earlier this morning. Please let me know if you didn’t receive it and I can resend.

2) Decision Making for Shareholder Engagement: Since proxy season is coming up we probably wouldn’t have time until summer (June or July). We will decide then whether or not we will be engaging on any issues other than Sudan.

3) Activism: We will be in touch if we do engage with Wal-Mart, Nike, Altria, Chevron, Costco or Coca-Cola. As part of our quiet diplomacy it will be unlikely that we will be sharing details of this engagement. As you mentioned, we would prefer this time of information to remain confidential.

Best,

Sonal Mahida
Senior Corporate Governance Analyst
TIAA-CREF
730 Third Avenue
New York, NY 10017-3206
212.916.4213

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