TIAA    730 Third Avenue
CREF    New York, NY   10017-3206

DESIGNATION OF BENEFICIARY
For:

Group Supplemental Retirement Annuities                Rollover Individual Retirement Annuities
Supplemental Retirement Annuities                            Classic Individual Retirement Annuities
Group Retirement Annuities                                        Roth Individual Retirement Annuities
Retirement Annuities                                                    Transfer Payout Annuities
Savings & Investment Plan (for Survivors Only)                     Keogh Contracts

Your beneficiary(ies) will receive the value of the accumulation under your annuity(ies) as a death benefit if you die before you begin to receive retirement income.  A beneficiary may be an individual, an institution, a trustee, or your estate; but a beneficiary should always be designated.

You can guard against complications and ensure faster payment of benefits by keeping your designation as simple as possible.  The Primary Beneficiary (Class I) receives the benefits to be paid when you die.  If no Primary Beneficiary (Class I) is living, the benefits go to the Contingent Beneficiary (Class II).  If a Class includes more than one person, the benefits are divided equally among the living beneficiaries of the Class, unless you specify otherwise.  If none of the beneficiaries are living, the benefits go to your estate.

Additional Provisions

NOTE:  For institution-owned contracts and certificates, "You" and "Your" refer to the employee.

1. Effectiveness.  This Designation of Beneficiary is effective for each annuity contract and certificate listed by number or by definition of all contracts as stated in the ANNUITY NUMBERS section, if the Designation is satisfactory by TIAA-CREF's standards and the contract(s)/certificate(s) is/are recorded by TIAA-CREF.  When recorded, it will be effective from the date it was signed by the Participant, but subject to any payment made or other action taken by TIAA-CREF before such recording.
   

2. ORDER OF PAYMENT AND DIVISION OF BENEFITS:
   (a) Unless otherwise provided:  (i) payment at your death is to be made to a beneficiary if he or she is then living and if there is no beneficiary in a prior class living; and (ii) if a class of beneficiaries contains more than one person, the benefits due the beneficiaries in such class at your death are to be apportioned in equal proportions to the then-living beneficiaries in the class;
   
   (b) If otherwise provided:  (i) payment at your death is to be made to a beneficiary if he or she is then living and if there is not beneficiary in a prior class living; and (ii) if a class of beneficiaries contains more than one person, the benefits due the beneficiaries in such class at your death are to be apportioned in accordance with the proportions stated.  If a beneficiary predeceases you, the proportion of the benefits that would have otherwise been apportioned to such deceased beneficiary shall be apportioned to the other beneficiaries that survive you.  The portion of such deceased beneficiary's proportion of the benefits that shall be payable to each such surviving beneficiary shall be determined by dividing the fraction of the total benefits by the sum of the fractions of the total benefits all beneficiaries in the class who survive you are designated to receive;
   
   (c) If all beneficiaries predecease you, all interest in the benefits will vest in you or your Estate;
   
   (d) Payment at your death will be subject to your spouse's rights, if any, to receive a preretirement survivor death benefit.
   

3. DEFINITION OF TERMS.  Unless otherwise provided, these terms mean the following:
   (a) Estate - your duly appointed Executor(s) or Administrator(s)
   
   (b) Lump-Sum Payment of Benefits - TIAA and CREF reserve the right to pay in a lump sum (a) if at the time of payment, a beneficiary is a corporation, association, partnership, executor, or administrator; (b) unless otherwise provided, if any periodic payment to be made to any beneficiary is less than the equivalent of $25 per month, or $10 per month if such amount is specified in the contract or (c) if any beneficiary's share to be applied under a method of settlement is less than $5,000 or $1,000 if such amount is specified in the annuity contract.
   

4. IF A TESTAMENTARY OR AN INTER VIVOS TRUSTEE IS DESIGNATED AS BENEFICIARY:
   (a) TIAA-CREF shall not be obliged to inquire into the terms of any will or of any trust affecting the annuity contract or its death benefits and shall not be charged with knowledge of terms thereof.
   
   (b) If benefits become payable to a Testamentary Trustee and (i) the will is not presented for probate within 90 days following the date of your death; or (ii) the will has been presented for probate within the aforesaid 90 days and no qualified trustee makes claim for the benefits within nine months after your death; or (iii) if evidence is furnished and is satisfactory to TIAA-CREF within such nine-month period that no trustee can qualify to receive the benefits, payment shall be made to the successor beneficiary(ies) as designated on the reverse side, if any such beneficiary(ies) is designated and survive(s) you; otherwise to your estate.
   
   (c) If benefits become payable to an Inter Vivos Trustee and (i) the trust agreement is not in effect; or (ii) no trustee can qualify to receive the benefits; or (iii) the qualified trustee is not willing to accept the benefits, payments shall be made to the successor beneficiary(ies) as designated, if any such beneficiary(ies) is designated and survives you, otherwise to your estate.
   

DESIGNATION OF BENEFICIARY

1.  PERSONAL INFORMATION - This section only applies to you, not your beneficiary.

_{_____________________________________         _______    ________________________________
First Name                                                                                M.I.            Last Name}

_{____________________________________           __________________________________________
Social Security Number                                                        Date of Birth (mm-dd-yyyy)}

_{____________________________________            __________________________________________
Daytime Telephone Number (Area Code First)                Evening Telephone Number (Area Code First)}

2.  ANNUITY NUMBERS - Check the applicable box.  Check the first box only if you want the same beneficiary designation for all of your applicable TIAA-CREF annuities.  This does not include Payout Annuities (except for Transfer Payout Annuities) and Life Insurance Products, i.e., the Teachers Personal Annuity.  Please call us for these forms.

[   ]  This designation applies to all the TIAA-CREF annuities I have which are referenced by contract type, on the cover letter/cover page of this form.  (If you select this box, you do not need to list the numbers below.)

OR

[   ]  This designation applies only to my TIAA-CREF annuity contract and/or certificate numbers indicated below.  (Please use the space available to list the applicable TIAA AND CREF numbers that correspond with the annuities listed on the cover page of this form.)

3.  YOUR PRIMARY BENEFICIARIES (CLASS I) - Tell us who should receive any payments due after you die.  Unless you specify otherwise, equal percentages will be allocated to your beneficiaries.  Total allocations to the beneficiaries of this class must equal 100%.  If necessary, please use an attached sheet of paper, signed and dated, to list additional beneficiaries and specify if they are primary or contingent. 

__________________________________________     ___________________________________
Name                                                                                    Date of Birth (mm-dd-yyyy)

____________________      ______________________________________  _______________%
Relationship                              Social Security or Taxpayer ID Number                Allocation

__________________________________________     ___________________________________
Name                                                                                    Date of Birth (mm-dd-yyyy)

____________________      ______________________________________  _______________%
Relationship                              Social Security or Taxpayer ID Number                Allocation

__________________________________________     ___________________________________
Name                                                                                    Date of Birth (mm-dd-yyyy)

____________________      ______________________________________  _______________%
Relationship                              Social Security or Taxpayer ID Number                Allocation

Use these lines to provide Trust Information or lengthy organization names.  Remember to include the Taxpayer ID number.

4.  CONTINGENT BENEFICIARIES (CLASS II) - Tell us who should receive any payments due if your primary beneficiary(ies) predecease(s) you.  Unless you specify otherwise, equal percentages will be allocated to your beneficiaries.  Total allocations to the beneficiaries of this class must equal 100%.  If necessary, please use an attached sheet of paper, signed and dated, to list additional beneficiaries and specify if they are primary or contingent.

__________________________________________     ___________________________________
Name                                                                                    Date of Birth (mm-dd-yyyy)

____________________      ______________________________________  _______________%
Relationship                              Social Security or Taxpayer ID Number                Allocation

__________________________________________     ___________________________________
Name                                                                                    Date of Birth (mm-dd-yyyy)

____________________      ______________________________________  _______________%
Relationship                              Social Security or Taxpayer ID Number                Allocation

__________________________________________     ___________________________________
Name                                                                                    Date of Birth (mm-dd-yyyy)

____________________      ______________________________________  _______________%
Relationship                              Social Security or Taxpayer ID Number                Allocation

Use these lines to provide Trust Information or lengthy organization names.

5.  PAYMENT TO CHILDREN OF A DECEASED BENEFICIARY - If applicable, check one of the boxes.

If any deceased child of yours would have been entitled to receive a share of the benefits if he or she were living, you can elect to have the children of that deceased child, "your grandchildren," receive the designated benefits by marking the box below.

        [   ] Payment to children of a deceased child of mine

                                        OR

If any of your named beneficiaries would have been entitled to receive a share of the benefits if he or she were living, you can elect to have the children of that deceased beneficiary receive the designated benefits by marking the box below.

        [   ] Payment to children of a deceased beneficiary

6.  YOUR AGREEMENT

I, the undersigned, agree that:

• All prior designations of beneficiary and methods of payment requested for the annuity contract(s)) indicated on this form will be revoked and any benefits due by reason of my death will be payable to the beneficiary(ies) named on this form.
• I understand that if any or all of my accumulation is attributable to contributions under a retirement or tax-deferred annuity plan subject to the Employee Retirement Income Security Act (ERISA) of 1974, as amended, and I have been credited with an hour of service or paid leave under the plan after August 22, 1984, then my right to exclude naming my spouse as a primary beneficiary for at least 50% of these death benefits is subject to my spouse's consent.
• I understand that this Designation of Beneficiary is subject to all of the terms and conditions of the contract.
• I request that any contract provision which requires the contract(s) to be submitted for endorsement of this change be waived.
• I reserve the right to make further changes to my beneficiary designations.
• I understand that if I elect to have this designation apply to all my referenced contract types, it will apply to those issued as of the date this form is accepted by TIAA-CREF.

_________________________________________________          _________________________
Signature                                                                                                Date (mm-dd-yyyy