NEW YORK, New York - TIAA-CREF today praised Nasdaq's reform proposals, approved by the organization's board yesterday, on a broad spectrum of corporate governance issues.

The proposed listing standards would greatly enhance board and board committee independence, strengthen audit committees, require the creation of nominating committees (which do not now exist at many Nasdaq companies), mandate shareholder approval for all stock option plans, require company codes of conduct, and make many other significant changes.

"Nasdaq has stepped up to the plate, providing the leadership we need at this critical moment to restore investor confidence in the governance of our nation's corporations," said Peter C. Clapman, senior vice-president and general counsel for corporate governance at TIAA-CREF. On an issue of particular concern to TIAA-CREF in recent months, shareholder approval of stock option plans, Clapman said: "We are pleased that Nasdaq has recognized the important role of shareholders in approving stock option and other equity compensation plans." He noted that the strengthened listing requirement is quite meaningful because many companies that have avoided shareholder approval of option plans are listed on Nasdaq.

The Nasdaq rule appears to be far-reaching, particularly because Nasdaq applies its shareholder approval requirements to all shares, including new shares and so-called treasury shares that have been repurchased by the company. "We are hopeful," said Clapman, "that the New York Stock Exchange, when it issues its new rule on shareholder approval next week, will apply that rule to all shares, including treasury shares."

On the broader issues, Clapman expressed strong support for the way Nasdaq and the NYSE have met their public responsibilities in putting forth meaningful reforms during a difficult time for U.S. equity markets. "At the beginning of this process, many observers had some concerns as to whether the NYSE and Nasdaq would respond appropriately. In the end, we are gratified by their extensive, thoughtful and responsive consideration of the issues. Both organizations looked critically at corporate governance and chose to implement reforms that will substantially improve the governance of listed companies, to the long-term benefit of shareholders."

TIAA-CREF, with approximately $265 billion in assets under management, is the premier pension system for people employed in education and research in the U.S., serving over two million participants at more than 15,000 institutions. The organization is widely recognized as a major voice for shareholder rights and improved corporate governance. In addition to providing pensions, the TIAA-CREF group of companies offers after-tax annuities, mutual funds, life and long-term care insurance and trust services to the general public. TIAA-CREF Tuition Financing, Inc., a subsidiary of TIAA, manages 13 state-sponsored college savings plans, more than any other company.

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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