NY A06347

Authorizes CREF to merge with TIAA, with TIAA continuing as the surviving entity and CREF ceasing to exist as a corporate entity, while maintaining TIAA's status as a non-profit insurance company operating without profit to stockholders.

Requires independent determinations by both TIAA and CREF boards of trustees that the proposed combination is fair, reasonable, and in their respective corporation's best interest.

Mandates approval of the merger plan by two-thirds vote of CREF Board of Governors (as members) and two-thirds vote of TIAA Board of Governors (as sole stockholder), followed by Attorney General and Superintendent of Financial Services approval.

Transfers all CREF assets, liabilities, and variable annuity contracts to TIAA, with CREF assets and liabilities allocated to a separate TIAA account that remains segregated from TIAA's general account.

Repeals Chapter 124 of the laws of 1952 (CREF's original incorporation statute) effective upon completion of the merger filing with the New York County clerk.