TIAA Finance and Risk Management Committee Charter

Amended February 17, 2011

Purpose

The Finance and Risk Management Committee is a standing committee of the Board of Trustees (“Board”) of TIAA (“Company”), established to assist the Board in fulfilling its oversight responsibilities relating to the Company’s management of its assets, liabilities and risks.

Responsibilities

The Committee’s responsibilities include:

Finance

• Reviewing risk appetite, asset-liability management policies and their impact on the surplus and dividends;
• Reviewing the annual budget and monitoring performance against operational plans;
• Reviewing the Company's credit ratings;
• Reviewing economic trends, including sensitivity analyses, as they might affect the Company's revenues and dividends;
• Reviewing the Company's overall tax strategy;
• Approving any acquisition of the controlling interest in an operating business, and any non-investment portfolio capital expenditure, subject to limits established by the Board;
• Approving the disposition of non-investment portfolio capital investments and businesses in amounts established by the Board;
• Conducting post-investment reviews of strategic capital expenditures and business acquisitions;
• Approving guidelines for use by management when negotiating agreements with TIAA affiliates and subsidiaries to ensure appropriate, fees, fee waivers, and fee caps.

Risk Management

• Reviewing the enterprise-wide risk management framework and policy;
• Confirming that the committees of the Board are overseeing the adoption by management of appropriate policies to manage the risks associated with the committees' responsibilities;
• Reviewing significant identified risks and the programs developed to mitigate those risks;
• Reviewing the organization and staffing of the Company's risk management function;
• Reviewing the Company's key insurance programs;

Membership and Organization

• The Committee shall consist of at least four members of the Board as the Board from time to time shall determine.
• The members of the Committee shall be appointed by the Board at its regularly scheduled meeting in July and shall serve one year terms or until their successors are appointed 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.
• The Committee shall review and reassess this charter periodically and recommend changes to the Nomination and Governance Committee.

Membership and Organization

• The Committee shall consist of at least four members of the Board as the Board from time to time shall determine.
• The members of the Committee shall be appointed by the Board at its regularly scheduled meeting in July and shall serve one year terms or until their successors are appointed 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.
• The Committee shall review and reassess this charter periodically and recommend changes to the Nomination and Governance Committee.

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.
• Three 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.