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TIAA-CREF Announces Initiative to Eliminate 'Evergreen' Option Features and Protect Shareholder Rights

TIAA-CREF Announces Initiative to Eliminate 'Evergreen' Option Features and Protect Shareholder Rights

Published 12-14-04

Submitted by TIAA-CREF

NEW YORK - TIAA-CREF, the financial services group of companies and leading provider of retirement services in the academic, research, medical and cultural fields, today announced a new initiative aimed at eliminating automatic "evergreen" features in option plans related to executive compensation.

As part of the initiative, TIAA-CREF is working with about 50 companies to eliminate features in their option plans that allow automatic replenishment of equity available for stock option grants, which are often made as part of a company's executive compensation plan. Consistent with its past practices, TIAA-CREF does not disclose the names of the companies with which it is working.

Shareholders are generally required by law to approve the amount of stock available for awards under option plans. Having an evergreen provision in the plan effectively circumvents a shareholder vote and can result in significant dilution of shareholder value.

"TIAA-CREF is committed to helping ensure that shareholders have an appropriate voice in the issues that can impact them and the value of the shares they own," said TIAA-CREF's senior vice president and chief counsel for corporate governance Peter Clapman. "We look forward to achieving a positive resolution that eliminates evergreen provisions and ensures shareholders have a voice on executive compensation."

TIAA-CREF is focusing on companies where executive compensation plans include evergreen features that result in excessive levels of potential equity dilution. Additional screens as indicated in TIAA-CREF's Policy Statement on Corporate Governance include no termination date for options and reserving a specified percentage of the outstanding shares for award each year.

TIAA-CREF is a recognized leader in advocating for shareholder rights and sound corporate governance.

About TIAA-CREF
TIAA-CREF is a national financial services group of companies and the leading provider of retirement services in the academic, research, medical and cultural fields. With more than $325 billion in combined assets under management (9/30/04), TIAA-CREF ranks 68th on Fortune magazine's list of largest companies (April 2004). Further information can be found at www.tiaa-cref.org.

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TIAA-CREF

TIAA-CREF

TIAA-CREF is a national financial services organization with more than $380 billion in combined assets under management (6/30/06) and the leading provider of retirement services in the academic, research, medical and cultural fields.

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