TIAA Customers and Products Committee Charter

Amended as of May 20, 2010

Purpose

The Customers and Products Committee ("Committee") is a standing committee of the Board of Trustees ("Board") of TIAA ("Company"), established to assist the Board in fulfilling its oversight responsibilities by monitoring customer and products issues.

Responsibilities

The Committee’s responsibilities include:

• Reviewing the design and pricing of proposed new products and services and the relationship of those products and services to the strategic plan;
• Recommending the allocation of costs between TIAA and its affiliates;
• Reviewing the profitability of existing products, product lines and services;
• Monitoring the quality of institutional and individual customer services, including the advice provided by wealth management services;
• Monitoring the Company’s competitive position; 
• Reviewing institutional and individual marketing and sales plans; and
• Monitoring the customer impact of technology issues.
• Overseeing the adoption by management of appropriate policies to manage the risks associated with the matters overseen by this Committee.

Membership and Organization

• The Committee shall consist of at least four members.
• The members of the Committee shall be appointed by the Board at its regularly scheduled meeting in or about July of each year and shall serve one year terms or until their successors are elected or their earlier resignation or removal.
• The Board shall appoint members for a period shorter than one year in the event of a vacancy.
• The Committee may delegate its authority to a subcommittee or subcommittees consisting of its members.
• The Committee shall promptly inform the Board of the actions taken or issues discussed at its meetings.

Meetings

• The Committee shall meet at least four times per year.
• The Chairman of the Committee may call a special meeting of the Committee upon due notice to the Corporate Secretary and each other member at least 48 hours prior to the meeting.
• A majority of the members shall constitute a quorum.
• A majority of the members present shall decide any question brought before the Committee.

Advisors

• The Committee shall have the authority, at the expense of the Company, to retain such independent accountants, lawyers or other advisors as it shall deem appropriate without prior management approval.

Performance Review

• The Committee shall evaluate its performance annually and report its conclusions to the Board.