COLLEGE RETIREMENT EQUITIES FUND
485APOS, 1999-02-23
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    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 19, 1999
    


                   Registration File Nos. 33-480 and 811-4415

================================================================================

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-3


           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933     [X]
                         Pre-Effective Amendment No.                   [ ]
                                       --
   
                       Post-Effective Amendment No. 30                 [X]
    
                                       --


                                     and/or


       REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
   
                              Amendment No. 36                         [X]
    
                                       --


                        (CHECK APPROPRIATE BOX OR BOXES.)

                        COLLEGE RETIREMENT EQUITIES FUND
                           (EXACT NAME OF REGISTRANT)

                                (NOT APPLICABLE)
                           (NAME OF INSURANCE COMPANY)


                                730 Third Avenue
                          NEW YORK, NEW YORK 10017-3206
          (ADDRESS OF INSURANCE COMPANY'S PRINCIPAL EXECUTIVE OFFICES)


     INSURANCE COMPANY'S TELEPHONE NUMBER, INCLUDING AREA CODE: 212-490-9000


   
NAME AND ADDRESS OF AGENT FOR SERVICE:     COPY TO:                      
Peter C. Clapman, Esquire                  Kimberly J. Smith, Esquire        
College Retirement Equities Fund           Sutherland, Asbill & Brennan, L.L.P.
730 Third Avenue                           1275 Pennsylvania Avenue, N.W.
New York, New York  10017-3206             Washington, D.C.  20004-2404  
    

Securities  to be  Registered:  Interests in an open-end  management  investment
company for individual  and group flexible  payment  deferred  variable  annuity
contracts.

                  APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
    As soon as practicable after effectiveness of the Registration Statement


It is proposed that this filing will become effective (CHECK APPROPRIATE BOX)
[ ]  immediately upon filing pursuant to paragraph (b)
   
[X]  on May 1, 1999 pursuant to paragraph (b)
    
[ ]  60 days after filing pursuant to paragraph (a)(1)

[ ]  on (DATE) pursuant to paragraph (a)(1)

[ ]  75 days after filing pursuant to paragraph (a)(2)
[ ]  on (DATE) pursuant to paragraph (a)(2) of Rule 485.
IF APPROPRIATE, CHECK THE FOLLOWING BOX:
[ ]  This  post-effective  amendment  designates a new effective date for a
     previously filed post-effective amendment.

<PAGE>



             CROSS REFERENCE TO ITEMS REQUIRED BY PART A OF FORM N-3



               N-3 ITEM                                   PROSPECTUS HEADING
               --------                                   ------------------

 1.  Cover Page .....................................     Cover Page

 2.  Definitions ....................................     Special Terms

 3.  Synopsis .......................................     The College Retirement
                                                          Equities Fund

 4.  Condensed Financial
       Information ..................................     Condensed Financial
                                                          Information

 5.  General Description of
       Registrant and Insurance
       Company ......................................     The College Retirement
                                                          Equities Fund

 6.  Management .....................................     Investment Management
 
 7.  Deductions and Expenses ........................     About Expenses

 8.  General Description of Variable Annuity
          Contracts .................................     The Annuity
                                                          Certificates
                                                          
 9.  Annuity Period .................................     When You Are Ready to
                                                          Receive Annuity Income
                                                          

10.  Death Benefit ..................................     About Your Death 
                                                          Benefits

11.  Purchases and Contract
          Value .....................................     The Annuity
                                                          Certificates;
                                                          Determining The Value
                                                          of Your Account

12.  Redemptions ....................................     How to Transfer and 
                                                          Withdraw Your Money
                                                          
13.  Taxes ..........................................     Taxes

14.  Legal Proceedings ..............................     Not Applicable

15.  Table of Contents for the
          Statement of Additional
          Information ...............................     Inside Back Cover


<PAGE>






PROSPECTUS

THE COLLEGE RETIREMENT EQUITIES FUND (CREF)


INDIVIDUAL, GROUP, AND TAX-DEFERRED VARIABLE ANNUITIES


MAY 1, 1999


1
<PAGE>


(Inside cover)

ABOUT CREF

Founded in 1952, CREF is a nonprofit membership corporation established in New
York State. Its home office is at 730 Third Avenue, New York, NY 10017. There
are also regional offices across the United States including Atlanta, Boston,
Chicago, Dallas, Denver, Detroit, New York, Philadelphia, San Francisco and
Washington, D.C. as well as a service center in Denver. CREF, the first company
in the United States to issue a variable annuity, is the companion organization
of Teachers Insurance and Annuity Association of America (TIAA). TIAA was
founded in 1918 by the Carnegie Foundation and offers traditional annuities. It
also offers variable annuities including a separate account that invests in real
estate (the Real Estate Account).

Together, CREF and TIAA form the principal retirement system for the nation's
education and research communities and is the largest retirement system in the
world based on assets under management. TIAA-CREF serves approximately 2.1
million people at about 8,800 institutions. As of December 31, 1998, CREF's net
assets were approximately $146 billion and the combined net assets for CREF and
TIAA totaled approximately $249 billion.


2

<PAGE>


(Inside 1st right hand page)

THE COLLEGE RETIREMENT EQUITIES FUND (CREF)

INDIVIDUAL, GROUP, AND TAX-DEFERRED VARIABLE ANNUITIES

MAY 1, 1999

This prospectus describes the individual and group variable annuities CREF
offers. It contains information you should know before purchasing a variable
annuity and selecting your investment options. Please read it carefully before
investing and keep it for future reference.

Investment in a CREF variable annuity contract is subject to risk and you could
lose money. CREF does not guarantee the investment performance of its accounts,
and you bear the entire investment risk.

CREF provides variable annuities for retirement and tax-deferred savings plans
for employees of colleges, universities, and other educational and research 
organizations. Our main purpose is to invest funds for your retirement and pay 
you income based on your choice of eight investment accounts:


         o The Stock Account                 o The Bond Market Account
         o The Global Equities Account       o The Inflation-Linked Bond Account
         o The Growth Account                o The Social Choice Account
         o The Equity Index Account          o The Money Market Account

You can purchase a CREF variable annuity contract in connection with certain
types of retirement plans. CREF offers the following certificates and contracts.
         RA (Retirement Annuity) and GRA (Group Retirement Annuity)
         SRA  (Supplemental  Retirement  Annuity)  and GSRA (Group  Supplemental
         Retirement Annuity)
         GA (Group Annuity)
         IRA (Individual Retirement Annuity)
         Keogh (Available pending regulatory approval)

More information about CREF is in our Statement of Additional Information (SAI)
dated May 1, 1999. It is on file with the SEC. For a free copy, write to us at
730 Third Avenue, New York, NY 10017-3206, attn: Central Services, or call
800-842-2733, ext. 5509. The SAI's table of contents is on the last page of this
prospectus. The SEC's website (http://www.sec.gov) contains the prospectus, SAI,
material incorporated by reference, and other information about CREF.

ALTHOUGH CREF HAS REGISTERED THESE SECURITIES WITH THE SECURITIES AND EXCHANGE
COMMISSION (SEC), THE SEC HAS NOT JUDGED THEM FOR INVESTMENT MERIT AND DOES NOT
GUARANTEE THE ACCURACY OR ADEQUACY OF THE INFORMATION IN THIS PROSPECTUS. ANYONE
WHO SUGGESTS OTHERWISE IS COMMITTING A FEDERAL CRIME.

The CREF  accounts  are not or  insured or  guaranteed  by the  Federal  Deposit
Insurance Corporation or any 


3
<PAGE>

other government agency.

4
<PAGE>


TABLE OF CONTENTS

Special Terms
About Expenses
Condensed Financial Information
Your Investment Options
         Equity Accounts
         Stock Account
                  Global Equities Account
                  Growth Account
                  Equity Index Account
         Other Investments in Equity Accounts
         Bond Market and Inflation-Linked Bond Accounts
                  Bond Market Account
                  Inflation-Linked Bond Account
                  Other  Investments  in Bond Market and  Inflation-Linked  Bond
                    Accounts
     Social Choice Account
         Money Market Account
         Historical Returns for CREF Accounts
     Performance Information
     Additional Investment Tools and Risks
         Foreign Investments
         Options, futures, and other derivatives
         Illiquid securities
         Firm commitment agreements and "when issued" securities
         Securities lending
         Borrowing
         Investment companies
         Repurchase agreements
     Investment Management
         Allocations among affiliated accounts
         Adding, Closing, or Substituting Accounts
     The Annuity Certificates
                  RA (Retirement Annuity) and GRA (Group Supplemental Retirement
                    Annuity)
                  SRA   (Supplemental   Retirement   Annuity)   and  GSRA  Group
                    Supplemental Retirement Annuity)
                  GA (Group Annuity)
                  Classic and Roth IRA
                  Keogh
         Starting Out
         Choosing an Account
         Determining the Value of Your Account
         If You Need to Cancel
      How to Transfer and Withdraw Your Money


5

<PAGE>


         Transfers to and from other TIAA-CREF Accounts
         Transfers from other plans
         Transfers to other companies
         Withdrawals
     When You Are Ready to Receive Your Annuity Income
         The Annuity Period In General
         Annuity Starting Date
         Annuity Income Options
         Receiving Lump Sum Payments (Retirement transition benefit)
     Transfers during the Annuity Period
About Your Death Benefits
         Beneficiaries
     Methods of Payment of Death Benefits
     Payments during the Accumulation Period
   Payments during the Annuity Period
   Timing of Payments
Taxes
     Early distributions
   Minimum Distribution Requirements
         Withholdings on Distributions
Additional Information
         How to Reach Us
         Choices and changes
     Telephone and Internet Transactions
         Your Voting Rights
         Electronic Prospectuses
         Our Year 2000 Progress
         Assigning your Contract
         Errors or Omissions
         Texas Optional Retirement Program Participants
         Householding
         Distributor
Table of Contents to the SAI

This prospectus outlines the terms under which CREF Accounts are offered. The
accounts are offered only in those jurisdictions where it is legal to do so. No
one is permitted to make any representation to you or give you any information
that is not in the prospectus. If anyone attempts to do so, you should not rely
on it.


6
<PAGE>


SPECIAL TERMS

We have defined certain terms so that you'll have a clearer understanding of
this prospectus and your investment.

ACCOUNT Any of CREF's investment funds. Each account is a separate portfolio
with its own investment objective.
ACCUMULATION The total value of your accumulation units.
ACCUMULATION UNIT A share of participation in a CREF account for someone in the
accumulation period. Each account has its own accumulation unit value, which
changes daily. 
ANNUITY UNIT A measure used to calculate the amount of annuity payments. Each
account uses a separate annuity unit value.
BENEFICIARY Any person or institution named to receive benefits if you die
during the accumulation period or if you (and your annuity partner, if you have
one) die before the end of any guaranteed period.
BUSINESS DAY Any day the New York Stock Exchange (NYSE) is open for trading. A
business day ends at 4 p.m. Eastern Time or when trading closes on the NYSE, if
earlier.
CALENDAR DAY Any day of the year. Calendar days end at the same time as business
days, currently 4 p.m. Eastern Time.
COMMUTED VALUE The present value of annuity payments due under an income option
or method of payment not based on life contingencies.
ELIGIBLE INSTITUTION A public or private United States institution that is
non-proprietary and non-profit. The main purpose of an eligible institution must
be to offer instruction, conduct research, serve and support education or
research, or perform ancillary functions for such institutions.
INCOME CHANGE METHOD How you choose to have your annuity payments revalued.
Under the annual income change method, your payments are revalued once each
year. Under the monthly income change method, your payments are revalued every
month.
INCOME OPTION How your receive your CREF retirement income.
PARTICIPANT Any person who owns a CREF certificate. Sometimes an employer can be
a participant.
VALUATION DAY Any business day plus the last calendar day of each month.
Valuation days end as of the close of all U.S. national exchanges where
securities or other investments of CREF are principally traded. Valuation days
that aren't business days end at 4 p.m. Eastern Time.

7
<PAGE>


ABOUT EXPENSES

CREF deducts expenses from the net assets of each account each valuation day for
investment management, administration, and distribution. Because nonprofit
subsidiaries of TIAA perform these services for CREF at cost, the deductions for
expenses are generally lower than comparable annuity contracts offered by other
companies. Investment management expenses cover investment advice, portfolio
accounting, and custodial services. Administrative expenses include
administration and operations. CREF has also adopted a plan authorizing payment
of 12b-1, or distribution fees. 12b-1 fees are for telling you about the
certificates, how you can invest, and helping employers install and manage
retirement plans. CREF also deducts a mortality and expense risk charge to
guarantee that CREF participants transferring funds to TIAA for the immediate
purchase of lifetime payout annuities will not be charged more than the rate
stipulated in the CREF certificate.

After the end of every quarter, CREF reconciles how much we deducted with the
expenses each account actually incurred. If there's a difference, we add it or
deduct it from the account in equal daily installments over the remaining days
in the quarter. Since our at-cost deductions are based on projections of overall
expenses and the assets of each CREF account, differences from our projections
in an account's actual assets or expenses will directly impact the size of these
adjusting payments. While our projections of an account's asset size (and
resulting expense fees) are based on our best esimates, the size of an account's
assets can be affected by a number of factors, including premium growth,
contractholder transfers into or out of an account, and market performance
affecting the value of an account's portfolio securities. Historically, the
adjusting payments necessary to bring expense deductions in line with actual
"at-cost" expenses have generally been small and resulted in both upward and
downward adjustments to CREF's expense deductions for the following quarter. We
revise our expense rates from time to time to keep deductions as close as
possible to actual expenses. Expense rate changes are determined by the CREF
Board of Trustees. The annual distribution expense charge will not be more than
 .25% of an account's average daily net assets.

ANNUAL EXPENSE DEDUCTIONS

The following table shows the direct and indirect expense deductions for each of
the CREF accounts. Currently, there are no expenses for any transfers or cash
withdrawals. We may impose these charges in the future.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
                                                                                               Inflation
                                              Global                   Equity     Bond         Linked     Social      Money
                                    Stock     Equities     Growth      Index      Market       Bond       Choice      Market
                                    -----     --------     ------      -----      ------       ---------  ------      ------
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>         <C>         <C>        <C>        <C>         <C>         <C>         <C>   
Participant Transaction Expenses
Deductions from Premiums (as a       
percentage of premiums)              None        None        None       None       None        None        None        None
- -----------------------------------------------------------------------------------------------------------------------------
CHARGES FOR TRANSFERS AND CASH
WITHDRAWALS (AS A PERCENTAGE OF
TRANSACTION AMOUNT)
- -----------------------------------------------------------------------------------------------------------------------------
Transfers Between CREF Accounts      None        None        None       None       None        None        None        None
- -----------------------------------------------------------------------------------------------------------------------------
Transfers to TIAA                    None        None        None       None       None        None        None        None
- -----------------------------------------------------------------------------------------------------------------------------
Transfers to Other Companies         None        None        None       None       None        None        None        None
- -----------------------------------------------------------------------------------------------------------------------------
Cash Withdrawals                     None        None        None       None       None        None        None        None
- -----------------------------------------------------------------------------------------------------------------------------
ANNUAL EXPENSE DEDUCTIONS FROM NET
ASSETS (AS A PERCENTAGE OF AVERAGE NET
ASSETS)
- -----------------------------------------------------------------------------------------------------------------------------
  Mortality and Expense Risk Charges 0.005%      0.005%      0.005%     0.005%     0.005%      0.005%      0.005%      0.005%
- -----------------------------------------------------------------------------------------------------------------------------
  Investment Advisory Expenses       0.080%      0.140%      0.110%     0.060%     0.070%      0.080%      0.060%      0.060%
- -----------------------------------------------------------------------------------------------------------------------------
  Administrative Expenses            0.195%      0.195%      0.195%     0.195%     0.195%      0.195%      0.195%      0.195%
- -----------------------------------------------------------------------------------------------------------------------------
  Distribution Expenses              0.030%      0.030%      0.030%     0.030%     0.030%      0.030%      0.030%      0.030%
- -----------------------------------------------------------------------------------------------------------------------------
  Total Annual Expense Deductions    0.310%      .0370%      0.340%     0.290%     0.300%      0.310%      0.290%      0.290%
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>

The following table shows you an example of the expenses you would incur on a
hypothetical investment of $1,000 in each CREF account over several periods. The
table assumes a 5% annual return on assets. Remember that these figures don't
represent actual expenses or investment performance, which may differ.


8

<PAGE>


                           ANNUAL EXPENSE DEDUCTIONS FROM NET ASSETS
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
             Stock     Global     Growth     Equity     Bond      Inflation-  Social    Money
                       Equities              Index      Market    Linked      Choice    Market
                                                                  Bond
- ----------------------------------------------------------------------------------------------
<S>           <C>        <C>        <C>       <C>        <C>       <C>          <C>       <C> 
1 Year        $ 3        $ 4        $ 3       $ 3        $ 3       $ 3          $ 3       $  3
- ----------------------------------------------------------------------------------------------
3 Years       $10        $12        $11       $ 9        $10       $10          $ 9       $  9
- ----------------------------------------------------------------------------------------------
5 Years       $17        $21        $19       $16        $17       $17          $16       $ 16
- ----------------------------------------------------------------------------------------------
10 Years      $39        $47        $43       $37        $38       $39          $37       $ 37
- ----------------------------------------------------------------------------------------------
</TABLE>


Some commissions paid by CREF to broker-dealers who buy and sell securities for
the CREF accounts have been used in the past to reduce account expenses.
However, this practice, which CREF no longer uses, didn't affect the amount of
brokerage commissions paid.


9

<PAGE>


Condensed Financial Information

Below you'll find condensed, audited financial information for the CREF accounts
for each of the periods indicated.

Stock Account


<TABLE>
<CAPTION>
                                                                  For the Years Ended December 31
                                    1998       1997      1996      1995      1994      1993     1992      1991      1990      1989
<S>                               <C>          <C>       <C>       <C>       <C>       <C>      <C>       <C>       <C>       <C>  
Per Accumulation Unit data
Investment Income                 $  2.381     2.317     2.114     1.885     1.699     1.606    1.523     1.552     1.549     1.367
Expenses*                            0.581     0.387     0.304     0.271     0.223     0.210    0.181     0.184     0.148     0.140
Investment Income B Net              1.860     1.930     1.810     1.614     1.476     1.396    1.342     1.368     1.401     1.227
Net realized and unrealized
gain(loss) on total investments     29.795    26.864    15.953    19.984    (1.557)    7.139    2.294    11.994    (4.007)    9.051
Net increase(decrease) in           31.655    28.974    17.763    21.598     (.081)    8.535    3.636    13.362    (2.606)   10.278
Accumulation Unit Value
Accumulation Unit Value:
    Beginning of Period            138.017   109.223    91.460    69.862    69.943    61.408   57.772    44.410    47.016    36.738
    End of Period                  169.672   138.017   109.223    91.460    69.862    69.943   61.408    57.772    44.410    47.016
Ratios to Average Net Assets:
    Expenses                          0.34%     0.31%     0.31%     0.34%     0.32%     0.32%    0.31%     0.36%     0.33%     0.33%
    Investment Income B Net 1.23%     1.23%     1.55%     1.82%     2.00%     2.11%     2.14%    2.32%     2.65%     3.12%     2.87%
Portfolio Turnover Rate              34.63%    23.25%    19.57%    16.25%    18.77%    22.93%   16.29%    22.47%    20.94%    24.14%
Thousands of Accumulation
Units outstanding at end of
period                             565,999   597,531   620,498   632,803   637,435   642,528  645,564   640,298   637,886   655,091
</TABLE>


10

<PAGE>


Global Equities Account
<TABLE>
<CAPTION>

                                                           For the Years Ended December 31                          May 1 (date
                                                                                                                    of SEC
                                                                                                                    registration) to
                                                                                                                    December 31
                                      1998         1997        1996         1995          1994         1993         1992
<S>                                 <C>            <C>         <C>          <C>           <C>          <C>          <C>  
Per Accumulation Unit data
Investment Income                   $  0.902       0.848       0.751        0.727         0.687        0.487        0.493
Expenses*                              0.268       0.205       0.167        0.157         0.134        0.103        0.109
Investment Income B Net                0.634       0.643       0.584        0.570         0.553        0.384        0.384
Net realized and unrealized
gain(loss) on total investments       10.508       8.650       7.138        6.618        (0.719)       9.021        0.274
Net increase(decrease) in             11.142       9.293       7.722        7.188        (0.166)       9.405        0.658
Accumulation Unit Value
Accumulation Unit Value:
    Beginning of Period               59.973      50.680      42.958       35.770        35.936       26.531       25.873
    End of Period                     71.115      59.973      50.680       42.958        35.770       35.936       26.531
Ratios to Average Net Assets:
    Expenses                            0.41%       0.38%       0.37%        0.40%         0.41%        0.45%        0.37%
    Investment Income B Net             0.97%       1.19%       1.28%        1.47%         1.71%        1.67%        1.31%
Portfolio Turnover Rate               103.31%      98.70%      88.84%       67.50%        51.63%       16.75%       11.71%
Thousands of Accumulation
Units outstanding at end of
period                                81,825      84,645      80,016       70,163        70,700       36,796        8,277
</TABLE>


11

<PAGE>


Growth Account

<TABLE>
<CAPTION>
                                                     For the Years Ended December 31                  April 29 (date
                                                                                                      of SEC
                                                                                                      registration) to
                                                                                                      December 31
                                            1998            1997          1996          1995          1994
<S>                                      <C>                <C>           <C>           <C>           <C>  
Per Accumulation Unit data
Investment Income                        $    0.482         0.527         0.484         0.417         0.356
Expenses*                                     0.244         0.155         0.119         0.114         0.077
Investment Income B Net                       0.238         0.372         0.365         0.303         0.279
Net realized and unrealized
gain(loss) on total investments              18.475        12.219         8.638         8.891         0.886
Net increase(decrease) in                    18.713        12.591         9.003         9.194         1.165
Accumulation Unit Value
Accumulation Unit Value:
    Beginning of Period                      56.904        44.313        35.310        26.116        24.951
    End of Period                            75.617        56.904        44.313        35.310        26.116
Ratios to Average Net Assets:
    Expenses                                   0.38%         0.34%         0.35%         0.43%         0.30%
    Investment Income B Net                    0.37%         0.82%         1.07%         1.13%         1.09%
Portfolio Turnover Rate                       97.57%        53.27%        38.51%        24.42%        11.51%
Thousands of Accumulation
Units outstanding at end of
period                                       98,862        80,370        53,201        32,375        10,446
</TABLE>


12
<PAGE>


Equity Index Account

<TABLE>
<CAPTION>
                                                      For the Years Ended December 31                April 29 (date
                                                                                                     of SEC
                                                                                                     registration) to
                                                                                                     December 31
                                            1998            1997          1996          1995         1994
<S>                                      <C>                <C>           <C>           <C>          <C>  
Per Accumulation Unit data
Investment Income                        $    0.953         0.826         0.773         0.755        0.504
Expenses*                                     0.190         0.141         0.106         0.100        0.070
Investment Income B Net                       0.763         0.685         0.667         0.655        0.434
Net realized and unrealized
gain(loss) on total investments              12.789        12.672         6.936         8.703        0.401
Net increase(decrease) in                    13.552        13.357         7.603         9.358        0.835
Accumulation Unit Value
Accumulation Unit Value:
    Beginning of Period                      56.191        42.834        35.231        25.873       25.038
    End of Period                            69.743        56.191        42.834        35.231       25.873
Ratios to Average Net Assets:
    Expenses                                   0.31%         0.30%         0.30%         0.34%        0.26%
    Investment Income B Net                    1.24%         1.47%         1.87%         2.22%        1.65%
Portfolio Turnover Rate                        3.98%         3.50%         7.85%         8.31%        1.30%
Thousands of Accumulation
Units outstanding at end of
period                                       47,997        35,368        20,725        10,911        2,716
</TABLE>


13

<PAGE>


Bond Market Account

<TABLE>
<CAPTION>
                                                          For the Years Ended December 31                          March 1 (date
                                                                                                                   of SEC
                                                                                                                   registration) to
                                                                                                                   December 31

                                   1998      1997      1996       1995      1994     1993      1992      1991      1990
<S>                             <C>          <C>       <C>        <C>       <C>      <C>       <C>       <C>       <C>  
Per Accumulation Unit data
Investment Income               $   3.156    3.081     3.039      2.863     2.502    2.348     2.287     2.270     1.844
Expenses*                           0.158    0.134     0.126      0.123     0.108    0.103     0.093     0.096     0.084
Investment Income B Net             2.998    2.947     2.913      2.740     2.394    2.245     2.194     2.174     1.760
Net realized and unrealized
gain(loss) on total investments     1.150    1.266    (1.600)     3.722    (3.897)   1.606     0.056     2.247     0.448
Net increase(decrease) in           4.418    4.213     1.313      6.462    (1.503)   3.851     2.250     4.421     2.208
Accumulation Unit Value
Accumulation Unit Value:
    Beginning of Period            48.215   44.002    42.689     36.227    37.730   33.879    31.629    27.208    25.000
    End of Period                  52.363   48.215    44.002     42.689    36.227   37.730    33.879    31.629    27.208
Ratios to Average Net Assets:
    Expenses                         0.32%    0.29%     0.30%      0.31%     0.29%    0.28%     0.29%     0.34%     0.33%
    Investment Income B Net          5.96%    6.44%     6.86%      6.93%     6.54%    6.18%     6.78%     7.61%     7.05%
Portfolio Turnover Rate            525.32%  398.77%   145.27%    185.11%   161.46%  139.55%   217.89%   124.62%    50.64%
Thousands of Accumulation
Units outstanding at end of
period                             57,481   31,654    22,611     19,522    14,939   14,698    13,583    10,658     4,395
</TABLE>


14

<PAGE>


Inflation-Linked Bond Account

                                           For the Year    May 1 (date of
                                           Ended           SEC registration)
                                           December 31     to December 31
                                           1998            1997
Per Accumulation Unit data
Investment Income                        $   1.256         1.031
Expenses*                                    0.086         0.067
Investment Income B Net                      1.170         0.964
Net realized and unrealized
gain(loss) on total investments             (0.260)        0.154
Net increase(decrease) in                    0.910         1.118
Accumulation Unit Value
Accumulation Unit Value:
    Beginning of Period                     26.118        25.000
    End of Period                           27.028        26.118
Ratios to Average Net Assets:
    Expenses                                  0.33%         0.25%
    Investment Income B Net                   4.50%         3.60%
Portfolio Turnover Rate                      40.98%        63.56%
Thousands of Accumulation
Units outstanding at end of
period                                       5,112         3,626


15

<PAGE>


Social Choice Account

<TABLE>
<CAPTION>
                                                              For the Years Ended December 31                     March 1 (date
                                                                                                                  of SEC
                                                                                                                  registration) to
                                                                                                                  December 31
                                        1998       1997      1996     1995      1994     1993    1992    1991     1990
<S>                                   <C>          <C>       <C>      <C>       <C>      <C>     <C>     <C>      <C>  
Per Accumulation Unit data
Investment Income                     $   2.679    2.396     2.068    1.832     1.621    1.452   1.363   1.432    1.224
Expenses*                                 0.249    0.193     0.158    0.144     0.125    0.117   0.105   0.102    0.097
Investment Income B Net                   2.430    2.203     1.910    1.688     1.496    1.335   1.258   1.330    1.127
Net realized and unrealized
gain(loss) on total investments          11.159   12.223     5.968    9.863    (2.015)   2.082   2.367   5.237   (0.056)
Net increase(decrease) in                13.589   14.426     7.878   11.551    (0.519)   3.417   3.625   6.567    1.071
Accumulation Unit Value
Accumulation Unit Value:
    Beginning of Period                  73.016   58.590    50.712   39.161    39.680   36.263  32.638  26.071   25.000
    End of Period                        86.805   73.016    58.590   50.712    39.161   39.680  36.263  32.638   26.071
Ratios to Average Net Assets:
    Expenses                               0.31%    0.30%     0.30%    0.32%     0.32%    0.31%   0.33%   0.36%    0.38%
    Investment Income B Net                3.07%    3.37%     3.58%    3.75%     3.80%    3.52%   3.88%   4.69%    4.39%
Portfolio Turnover Rate                  147.90%   91.87%    40.93%   52.65%    49.06%   39.85%  77.48%  46.41%   22.83%
Thousands of Accumulation
Units outstanding at end of
period                                   37,211   30,554    25,841   22,196    18,302   16,790   9,224   4,929    2,311
</TABLE>


16

<PAGE>


Money Market Account

<TABLE>
<CAPTION>
                                                                     For the Years Ended December 31
                                     1998       1997      1996      1995      1994      1993      1992      1991     1990      1989
<S>                               <C>            <C>       <C>       <C>       <C>       <C>       <C>       <C>      <C>      <C>  
Per Accumulation Unit data
Investment Income                 $    0.998     0.953     0.880     0.910     0.631     0.464     0.539     0.808    0.994    1.022
Expenses*                              0.054     0.046     0.049     0.048     0.041     0.039     0.036     0.039    0.037    0.032
Investment Income B Net                0.944     0.907     0.831     0.862     0.590     0.425     0.503     0.769    0.957    0.990
Net realized and unrealized
gain(loss) on total investments        0.005     0.001    (0.003)    0.009    (0.012)   (0.002)   (0.009)    0.013   (0.003)      --
Net increase(decrease) in              0.949     0.908     0.828     0.871     0.578     0.423     0.494     0.782    0.954    0.990
Accumulation Unit Value
Accumulation Unit Value:
    Beginning of Period               17.402    16.494    15.666    14.795    14.217    13.794    13.300    12.518   11.564   10.574
    End of Period                     18.351    17.402    16.494    15.666    14.795    14.217    13.794    13.300   12.518   11.564
Ratios to Average Net Assets:
    Expenses                           0.30%     0.27%     0.30%     0.32%     0.28%     0.27%     0.26%     0.30%    0.30%    0.30%
    Investment Income B Net            5.27%     5.35%     5.16%     5.64%     4.03%     3.02%     3.70%     5.95%    7.92%    8.90%
Portfolio Turnover Rate                 n/a       n/a       n/a      n/a        n/a       n/a       n/a       n/a         %     n/a
Thousands of Accumulation
Units outstanding at end of
period                              312,358   233,116   218,292   193,181   183,135   174,073   184,768   207,368  230,184  163,314
</TABLE>


*Includes all expenses charged as a deduction from investment income. As noted
above on page , same brokerage commissions paid by CREF have been used to reduce
expenses.


17

<PAGE>


Your Investment Options

CREF's goal is to provide retirement benefits to you. We have a long-term
investment perspective and try to avoid very conservative or risky investments.
Each account has its own investment objective, policies, and special risks.
Investment objectives cannot be changed without approval of a majority of
account participants. CREF can change investment policies without such approval.
There is no guarantee that any CREF account will meet its investment objective.

Investing in CREF accounts involves risks. Risks common to all accounts include:
Market risk - a change in a stock or bond's price due to changing market
     conditions including changes in interest rates
Financial risk - the possibility that a company's earnings will fall or that its
     overall financial soundness will decline; the possibility that a bond
     issuer won't be able to pay principal and interest when due
Interest rate risk - how much and how quickly interest rate changes will affect
a bond's price

EQUITY ACCOUNTS

STOCK ACCOUNT

INVESTMENT OBJECTIVE: A favorable long-term rate of return through capital
appreciation and investment income by investing primarily in a broadly
diversified portfolio of common stocks.

INVESTMENT STRATEGY: The account is divided into three segments. Investment
percentages can vary considerably among them. One segment is designed to track
U.S. equity markets as a whole and invests in stocks in the Russell 3000(R)
Index. The account doesn't invest in all 3000 stocks in the Index. Rather, we
use a sampling approach to ensure that this segment closely matches the overall
investment characteristics (for example, yield and industry weight) of the
Index. This means that a company can remain in this segment even if it performs
poorly, unless the company is removed from the Russell 3000. This segment also
uses valuation and trading techniques to attempt to slightly outperform the
Russell 3000.

Another segment of the account contains stocks that are selected individually
for their investment potential.

The third segment invests in foreign stocks and other equity securities,
fixed-income securities, and money market instruments traded on foreign
exchanges, in other foreign securities markets, or privately placed. At the end
of 1998, this segment consisted of ____% of the account. The authorized level
may change. Foreign securities have different types and levels of risk than a
strictly domestic portfolio. Please see page ___ for additional risks related to
foreign investing.

SPECIAL RISKS: The Stock Account is the world's largest equity fund. Because of
its size, it may be buying or selling blocks of stock that are large compared to
the stock's trading volume, making it difficult to reach the positions called
for by our investment decisions, and/or affecting the stock's price. As a
result, we may not be able to adjust the portfolio as quickly as we may desire.

While one segment of the Stock Account tries to closely track the Russell 3000
Index and changes are made to


18

<PAGE>


reflect changes in the Index, there is no guarantee that the Index's performance
can be replicated.

OTHER CONSIDERATIONS: The size of the Stock Account lets us maintain
relationships with many brokers and take advantage of competition among them to
obtain good transaction terms. We often seek economies of scale by buying or
selling large amounts of securities in a single transaction to benefit from
reduced brokerage commissions and better purchase or sales prices than smaller
investors usually receive.


19

<PAGE>


[SIDEBAR]
The Russell 3000(R) Index is an unmanaged index of stocks of the 3,000 largest
publicly traded U.S. companies, based on market capitalization. Russell 3000
companies represent about 98% of the total market capitalization of the publicly
traded U.S. equity market. The market capitalization of the individual companies
in the index ranged from $__ million to $ ___ billion with an average of $___
million/billion as of December 31, 1998. The Frank Russell Company determines
the composition of the Index based only on market capitalization and can change
its composition at any time. The Russell 3000 is a trademark and servicemark of
the Frank Russell Company. No CREF account is promoted, endorsed or sponsored or
sold by or affiliated with the Frank Russell Company.

GLOBAL EQUITIES ACCOUNT

INVESTMENT OBJECTIVE: A favorable long-term rate of return through capital
appreciation and income from a broadly diversified portfolio that consists
primarily of foreign and domestic common stocks.

INVESTMENT STRATEGY: Typically, at least 40% of the account is invested in
foreign securities and at least 25% in domestic securities. The remaining 35% is
distributed between foreign and domestic securities. These percentages may vary
according to market conditions. Investments are allocated to particular
countries or regions based on several factors, including the attractiveness of
particular markets and the size of a country's or region's equity markets as
compared to the value of global markets. Normally, the account will be invested
in at least three different countries, one of which will be the U.S.

The account can invest in companies of any size, including small companies.
Investing in smaller companies entails more risk. The account may also be
divided into segments. Some segments may track foreign or domestic markets while
others may contain stocks selected individually for their investment potential.

SPECIAL RISKS: There are special risks associated with foreign investing, such
as political or social instability of foreign markets, changing exchange rates,
foreign government regulation, and market conditions different from those in the
U.S., including lower liquidity and higher volatility. Please see page ___ for
additional risks related to foreign investing.


GROWTH ACCOUNT

INVESTMENT OBJECTIVE: A favorable long-term rate of return, mainly through
capital appreciation, primarily from a diversified portfolio of common stocks
that present the opportunity for exceptional growth.

INVESTMENT STRATEGY: The account invests in companies of all sizes. Generally,
at least 80% of the account is invested in common stocks and other equity
securities. The account may also be divided into segments. Some segments may
track the growth sector of domestic markets while others may contain stocks
selected individually for their investment potential. We choose individual
stocks based on a company's growth prospects, looking for companies that have
the potential for strong earnings or sales growth or appear to be undervalued
based on current earnings, assets or growth prospects.


20
<PAGE>


The Growth Account can invest in larger, more established companies as well as
smaller, less seasoned companies with above-average growth potential. We may
also look for companies that may benefit from reorganizations, mergers or other
special situations. We can also buy foreign securities and other securities (up
to 40% of assets).

SPECIAL RISKS: There are special risks associated with investing in small
companies. These companies generally have narrow product lines, limited track
records, and thinly traded securities. The prices of small company stocks may
fluctuate more than larger company stocks. In addition, stocks of companies
involved in reorganizations or special situations may present other risks. As a
result, the Growth Account will typically be more volatile than the overall
stock market, and could significantly outperform or underperform the market
during any period.

21
<PAGE>


EQUITY INDEX ACCOUNT

INVESTMENT OBJECTIVE: A favorable long-term rate of return from a diversified
portfolio selected to track the overall market for common stocks publicly traded
in the U.S., as represented by a broad stock market index.

INVESTMENT STRATEGY: The account is designed to track U.S. equity markets as a
whole and invests in stocks in the Russell 3000 Index. The account does not
invest in all 3000 stocks in the Index. Rather, we use a sampling approach to
ensure that this segment closely matches the overall investment characteristics
(for example, yield and industry weight) of the index. This means that a company
can remain in the portfolio even if it performs poorly, unless the company is
removed from the Index. The CREF Board of Trustees can change the index used by
this account at any time. Investors in the account will be notified if it does
so.

The account can also invest in other securities whose return depends on stock
market prices. We select these securities to attempt to match the total return
of the Russell 3000 but may not always do so.

SPECIAL RISKS: While the account attempts to closely track the Russell 3000
Index and changes are made to reflect changes in the Index, there is no
guarantee that the Index's performance can be replicated. Also, because the
Index's returns aren't reduced by operating and investment expenses, the
account's ability to match the Index will be adversely affected by the costs of
buying and selling stocks as well as other expenses. However, we expect expenses
to be low compared to actively managed accounts.


OTHER INVESTMENTS IN EQUITY ACCOUNTS

In addition to stocks, the CREF equity accounts can hold other types of
securities with some equity characteristics, such as convertible bonds,
preferred stock, warrants, and depository receipts. The accounts can also hold
the same types of money market instruments the Money Market Account invests in
(see page ___), as well as other short-term instruments.

The equity accounts can also hold fixed-income securities that they acquire
through mergers, recapitalizations or other situations. When market conditions
are favorable, the accounts can also invest in bonds or other debt instruments
similar to those investments in the Bond Market Account. The equity accounts can
also invest in debt securities whose prices or interest rates are linked to the
return of a stock market index.

The equity accounts may buy and sell options, futures contracts and options on
futures. They can also buy and sell stock index futures contracts. We intend to
use options and futures primarily as hedging techniques or for cash management,
not for speculation, but they involve special considerations and risks
nonetheless. However, we will not hedge all of our investments.

To help manage currency risk, the equity accounts can enter into forward
currency contracts, buy or sell options and futures on foreign currencies, and
buy securities indexed to foreign currencies.

The equity accounts can also invest in newly developed financial instruments,
such as equity swaps (including arrangements where the return is linked to a
stock market index) and equity-linked fixed-income securities.


22
<PAGE>


These securities and instruments pose special risks such as lack of liquidity or
credit risks of the issuer or counterparty.


23

<PAGE>


Bond Market and Inflation-Linked Bond Accounts

BOND MARKET ACCOUNT

INVESTMENT OBJECTIVE: A favorable long-term rate of return, primarily through
high current income consistent with preserving capital.

INVESTMENT STRATEGY: The account invests in:
Securities issued or guaranteed by the U.S. government or its agencies
Investment-grade corporate securities or mortgage-or asset backed securities
Mortgage-backed securities issued by U.S. government agencies or government
     sponsored enterprises such as the Government National Mortgage association
     (GNMA), the Federal National Mortgage Association (FNMA) and the Federal
     Home Loan Mortgage Corporation (FHLMC)
Other investment quality asset- or mortgage-backed securities
Bonds, notes, commercial paper, and other securities issued by foreign
     governments, agencies, corporations, and banks (up to 15% of assets)
Non-investment grade or unrated securities ("junk bonds"). We don't intend to
     invest more than 20% of the account's assets in these securities. As of
     December 31, 1998, they consisted of 2% of the account's portfolio.

SPECIAL RISKS: Generally, fixed-income securities are interest rate sensitive.
Their market values tend to rise when interest rates fall and fall when interest
rates rise. In addition, the market price of securities with longer maturities
tend to be more volatile.

Lower-rated bonds typically offer higher returns but have higher risks. The
issuer of lower-rated bonds may be less creditworthy or have a higher risk of
insolvency, especially during economic downturns. Small changes in the issuer's
creditworthiness can have more impact on the price of lower-rated bonds than
comparable changes would for higher rated bonds. In addition, lower-rated bonds
may be harder to trade, value or dispose of, which could disrupt their trading
market. Rising interest rates could lower the securities' value, and the prices
of lower-rated bonds can be more volatile than those of higher-quality
securities.

These risks can also apply to the lower levels of "investment grade" securities
- - for example, securities rated Baa by Moody's or BBB by S&P. Also, securities
originally rated "investment grade" are sometimes downgraded later if a ratings
service believes the issuer's business outlook or creditworthiness has
deteriorated. If that happens, we might sell these securities, depending on our
analysis of the issuer's prospects. We don't rely exclusively on credit ratings
when making investment decisions because they alone may not be an accurate
measure of the risk of lower-rated bonds. Rather, we do our own credit analysis,
paying particular attention to interest rate trends and other market events.

Investments in mortgage-related securities may be subject to pre-payment risk. 
Pre-payment risk is the risk that mortgages will be paid off earlier than
their original maturity date.


24

<PAGE>


INFLATION-LINKED BOND ACCOUNT

INVESTMENT OBJECTIVE: A long-term rate of return that outpaces inflation,
primarily through investment in inflation-indexed bonds - fixed-income
securities whose returns are designed to track a specified inflation index over
the life of the bond.

[SIDEBAR]
Like conventional bonds, inflation-indexed bonds generally pay interest at fixed
intervals and return the principal at maturity. Unlike conventional bonds, an
inflation-indexed bond's principal or interest is adjusted periodically to
reflect changes in a specified inflation index. Inflation-indexed bonds are
designed to preserve purchasing power over the life of the bond while paying a
"real" rate of interest (i.e., a return over and above the inflation rate).
These bonds are generally issued at a fixed interest rate that is lower than
conventional bonds of comparable maturity and quality, but they are expected to
retain their value against inflation over time.

INVESTMENT STRATEGY: The account invests primarily in U.S. Treasury
Inflation-Indexed Securities (TIIS). It can also invest in other
inflation-indexed bonds issued or guaranteed by the U.S. government and its
agencies, inflation-indexed securities issued by corporations and foreign
governments, and money market instruments or other short-term securities.

U.S. TREASURY INFLATION-INDEXED SECURITIES (TIIS)
     Beginning in January 1997, the United States Treasury Department issued
     TIIS, new type of bond designed to provide returns linked to the inflation
     rate.

     The principal amount of a TIIS bond is adjusted periodically for inflation
     using the Consumer Price Index for All Urban Consumers (CPI-U). Interest is
     paid twice a year. The interest rate is fixed, but the amount of each
     interest payment varies as the principal is adjusted for inflation. For an
     example of how principal and interest is calculated, see the SAI.

     The principal amount of a TIIS investment can go down in times of negative
     inflation. However, the U.S. Treasury guarantees that the final principal
     payment at maturity will not be less than the original principal amount of
     the bond.

     The interest and principal components of the bonds may be "stripped", or
     sold separately. The account can buy or sell either component.

FOREIGN INFLATION-INDEXED SECURITIES


     The account may invest in inflation-indexed bonds issued or guaranteed by
     foreign governments and their agencies, as well as other foreign issuers.
     We don't expect the account's investments in foreign inflation-indexed
     bonds to be more than 25% of assets, although this level may change.

SPECIAL RISKS: Because the investments in the account are "marked-to-market"
daily and because market values

25

<PAGE>


will fluctuate, the value of the investments in the account may decrease. As a
result, its total return may not actually track the selected inflation index
every year.


Also, the CPI-U may not accurately reflect the true rate of inflation. If the
market perceives that the index used by TIIS does not accurately reflect
inflation, the market value of those bonds could be adversely affected.


26

<PAGE>


Participants who choose to receive annuity income through this account should be
aware that their income might not keep pace with inflation precisely, if the
average stated interest rate on the account's inflation-indexed bonds is below
about 4 percent.

OTHER INVESTMENTS IN BOND MARKET AND INFLATION-LINKED BOND ACCOUNTS

The Bond Market and Inflation-Linked Bond Accounts can hold the same kind of
money market and other short-term instruments and debt securities as the Money
Market Account, as well as other kinds of short-term instruments. The Bond
Market Account can also hold preferred stock and common stock through conversion
of bonds or exercise of warrants.

To help manage currency risk, they can also buy and sell options, futures
contracts and options on futures (including options and futures on foreign
currencies). They can also enter into forward currency contracts and buy and
sell securities indexed to foreign currencies.

The Bond Market Account can also buy and sell options, swaps, options on swaps,
futures contracts and options on futures. The account will use these instruments
as hedging techniques or for cash management and not for speculation. These
instruments do, however, involve special risks.

The Inflation-Linked Bond Account can also hold the same kind of fixed-income
securities as the Bond Market Account. These securities will usually be
investment grade. However, the Inflation-Linked Bond Account can invest up to 5%
of its assets in fixed-income instruments that are rated below investment grade,
or in unrated securities of similar quality.


27

<PAGE>


SOCIAL CHOICE ACCOUNT

INVESTMENT OBJECTIVE: A favorable long-term rate of return that reflects the
investment performance of the financial markets while giving special
consideration to certain social criteria.

INVESTMENT STRATEGY: The account invests in a diversified set of stocks and
other equity securities, bonds and other fixed-income securities, as well as
money market instruments and other short-term debt instruments. The account
invests only in companies that are suitable from a financial perspective and
whose activities are consistent with the account's social criteria.

CURRENT SOCIAL CRITERIA
The social criteria the account takes into consideration are non-fundamental
investment policies. They can change without the approval of the account's
participants. The account invests in companies and issuers that do not: 
o  engage in activities that result or are likely to result in significant
damage to the natural environment
o  have a significant portion of its business in weapons manufacturing
o  produce or market alcoholic beverages or tobacco products 
o  produce nuclear energy 
o  have operations in Northern Ireland and have not adopted the MacBride
Principles (a fair employment code for U.S. firms operating in Northern Ireland)
or have not operated consistently with such principals and in compliance with
the Fair Employment Act of 1989 (Northern Ireland)

For the second and third criteria, we assess the issuer to decide whether the
activity is a "significant" part of its business - basing our decision on, for
example, how large a part of a company's operation the activity involves or how
much revenue it brings in.

The Social Choice Account is a balanced account, with assets divided between
stocks and other equity securities (currently about 60%) and
bonds and other fixed-income securities, including money market securities
(about 40%). When market conditions or transaction needs require, the equity
portion can go as high as 70% or as low as 50%, with corresponding changes in
the fixed-income portion. We can change the percentages even further if we think
it's appropriate.

The equities portion of the account attempts to perform consistently with the
U.S. stock markets as represented by the Standard & Poor's 500 Index. The
account can also invest up to 15% of its assets in foreign securities.

The fixed-income portion of the portfolio will invest in the same kinds of
securities in the Bond Market Account. Money market instruments and short-term
debt securities will be of the same type as those held by the Money Market
Account. The account can also hold other kinds of short-term instruments. These
help us maintain liquidity, use cash balances effectively, and take advantage of
attractive investment opportunities.

The account may also buy and sell options, swaps, options on swaps, futures
contracts and options on futures. The account will use these instruments as
hedging techniques or for cash management and not for speculation.
These instruments do, however, involve special risks.

SPECIAL RISKS: Because its social criteria exclude some investments, the
account may not be able to take advantage of opportunities or market trends as
do the accounts that don't use such criteria. Because only part of the
account's assets are in stocks and other equity securities, overall returns
may not parallel the U.S. stock


28

<PAGE>


market as a whole. However, we expect that the account will have less risk than
a portfolio made up exclusively of common stocks.

[SIDEBAR] The Corporate Governance and Social Responsibility Committee of the
Board of Trustees provides guidance in deciding whether investments meet the
social criteria. It uses information from independent organizations such as the
Investor Responsibility Research Center, Inc. We'll do our best to make sure the
account's investments meet the social criteria but we can't guarantee that every
holding will always do so. Even if an investment is not excluded by social
criteria, we have the option of excluding it if we decide it is not suitable.


29

<PAGE>


MONEY MARKET ACCOUNT

INVESTMENT OBJECTIVE: High current income consistent with maintaining liquidity
and preserving capital.

INVESTMENT STRATEGY: Substantially all the account's assets will be invested in
securities or other instruments maturing in 397 days or less, though some U.S.
government securities may have maturities of up to 762 days. However, the
dollar-weighted average maturity of the account won't be more than 90 days.

The account will invest at least 95% of its assets in money market instruments
that, at the time of purchase, are "first tier" securities - securities rated
within the highest category by at least two nationally recognized statistical
rating organizations (NRSROs). The account can buy unrated securities in this
segment so long as they are of comparable quality to other first tier
securities. Up to 5% of the assets may be invested in "second tier" securities -
securities rated within the two highest categories by at least two NRSROs. The
account can also purchase unrated securities.

Subject to the standards described above, the account can also invest up to 30%
of its assets in foreign money market and debt securities denominated in U.S.
dollars, including obligations of foreign banks and foreign governments.

SPECIAL RISKS: The account will have very little financial and market risk, but
may have relatively high interest rate risk as rates move up or down.

[SIDEBAR]
Types of Money Market Account investments
Commercial paper issued by domestic or foreign companies
Variable rate, floating rate or variable amount securities of domestic or
foreign entities Bank debt including certificates of deposits, time deposits,
bankers acceptances or other short-term debt U.S. government or agency
securities Repurchase agreements
Participation interest in bank loans (these may be considered illiquid)
Asset-backed securities
Debt securities issued by foreign or domestic companies with a remaining
maturity of 397 days or less Foreign government or agency securities
International organization securities (such as the World Bank)

The above investments are in no particular order of importance.


30

<PAGE>


HISTORICAL RETURNS FOR CREF ACCOUNTS

The charts and tables below give an indication of the CREF  accounts'  risks and
performance.  The charts show changes in an account's  performance  from year to
year.  The tables show how the accounts'  average annual returns for the periods
indicated  compare  to  those  of a  broad-based  market  index  as  well as the
accounts' highest and lowest quarterly returns.  Past performance and volatility
do not necessarily indicate how the accounts will perform in the future.


STOCK ACCOUNT
HIGHEST AND LOWEST RETURN
(Quarterly 1989-1998)
- ---------------------------------------------
          Total Return   Quarter ending
- ---------------------------------------------
Highest   21.6%          December 1998
- ---------------------------------------------
Lowest   -15.3%          September 1990
- ---------------------------------------------


Average Annual Returns
- ---------------------------------------------
                 1 Year    5 Year    10 Year
- ---------------------------------------------
Stock Account    22.9%     19.4%     16.5%
- ---------------------------------------------
Benchmark
- ---------------------------------------------


GLOBAL EQUITIES ACCOUNT
Highest and Lowest Return
(Quarterly 1992-1998)
- ---------------------------------------------
            Total Return     Quarter ending
- ---------------------------------------------
Highest     19.9%            December 1998
- ---------------------------------------------
Lowest     -15.1%            September 1998
- ---------------------------------------------


Average Annual Returns
- -------------------------------------------------------
                           1 Year    5 Year   Since
                                              inception
                                              (5/1/92)
- -------------------------------------------------------
Global Equities Account    18.6%     14.6%     16.4%
- -------------------------------------------------------
Morgan Stanley EAFE
- -------------------------------------------------------


31

<PAGE>

GROWTH ACCOUNT
Highest and Lowest Return
(Quarterly 1994-1998)
- ---------------------------------------------
                Total Return   Quarter ending
- ---------------------------------------------
Highest         28.7%          December 1998
- ---------------------------------------------
Lowest         -12.3%          September 1998
- ---------------------------------------------


Average Annual Returns
- ---------------------------------------------------
                      1 Year    5 Year    Since
                                          inception
                                          (4/29/94)
- ---------------------------------------------------
Growth Account        32.9%               26.8
- ---------------------------------------------------
Russell 3000 Growth
- ---------------------------------------------------


EQUITY INDEX ACCOUNT
Highest and Lowest Return
(Quarterly 1994-1998)
- ---------------------------------------------
                Total Return   Quarter ending
- ---------------------------------------------
Highest         2.14%          December 1998
- ---------------------------------------------
Lowest         -11.1%          September 1998
- ---------------------------------------------


Average Annual Returns
- ---------------------------------------------------
                      1 Year    5 Year    Since
                                          inception
                                          (4/29/94)
- ---------------------------------------------------
Equity Index Account  24.1%               24.5%
- ---------------------------------------------------
Russell 3000 Index
- ---------------------------------------------------


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<PAGE>


SOCIAL CHOICE ACCOUNT
Highest and Lowest Return
(Quarterly 1990-1998)
- ------------------------------------------------
                Total Return   Quarter ending
- ------------------------------------------------
Highest         12.8%          December 1998
- ------------------------------------------------
Lowest          -5.2%          September 1998
- ------------------------------------------------


Average Annual Returns
- ------------------------------------------------------
                         1 Year    5 Year      Since
                                           inception
                                           (3/1/90)
- ------------------------------------------------------
SOCIAL Choice Account    18.6%     16.9%   16.4%
- ------------------------------------------------------
Benchmark 
- ------------------------------------------------------



BOND MARKET ACCOUNT
Highest and Lowest Return
(Quarterly 1990-1998)
- ---------------------------------------------
                Total Return   Quarter ending
- ---------------------------------------------
Highest         6.2%           June 1995
- ---------------------------------------------
Lowest         -3.4%           March 1994
- ---------------------------------------------


Average Annual Returns
- ---------------------------------------------------
                      1 Year    5 Year    Since
                                          inception
                                          (3/1/90)
- ---------------------------------------------------
Bond Market Account   8.6%      6.8%      8.7%
- ---------------------------------------------------
Lehman Brothers
Aggregate Bond Index
- ---------------------------------------------------


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<PAGE>

INFLATION-LINKED BOND ACCOUNT
Highest and Lowest Return
(Quarterly 1997-1998)
- ------------------------------------------------
                Total Return   Quarter ending
- ------------------------------------------------
Highest         2.5%           September 1998
- ------------------------------------------------
Lowest          -0.6%          December 1998
- ------------------------------------------------


Average Annual Returns
- --------------------------------------------------------------
                           1 Year    5 Year      Since
                                                 inception
                                                 (5/1/97)
- --------------------------------------------------------------
Inflation-Linked Bond
Account                    3.5%                  3.7%
- --------------------------------------------------------------

Salomon-Borthers U.S.
Inflation-Linked Bond
Index
- ---------------------------------------------------------------



MONEY MARKET ACCOUNT
Highest and Lowest Return
(Quarterly 1989-1998)
- -----------------------------------------------
                Total Return   Quarter ending
- -----------------------------------------------
Highest         2.4%           June 1998
- -----------------------------------------------
Lowest          0.7%           March 1994
- -----------------------------------------------


Average Annual Returns
- ---------------------------------------------------
                       1 Year    5 Year    10 Year
- ---------------------------------------------------
Money Market Account   5.5%      5.2%      5.8%
- ---------------------------------------------------
IBC Money Fund Report
D All Taxable Average
- ---------------------------------------------------

34

<PAGE>

               1989  1990  1991  1992  1993  1994  1995  1996  1997  1998
Stock            28% -5.5% 30.1%  6.3% 13.9% -0.1% 30.9% 19.4% 26.4% 22.9%


               1989  1990  1991  1992  1993  1994  1995  1996  1997  1998
Global Equities                   2.6% 35.5% -0.5% 20.1%   18% 18.3% 18.6%


               1989  1990  1991  1992  1993  1994  1995  1996  1997  1998
Growth                                        4.7% 35.2% 25.5% 28.4% 32.9%


               1989  1990  1991  1992  1993  1994  1995  1996  1997  1998
Equity Index                                  3.3% 36.2% 21.6% 31.2% 24.1%


               1989  1990  1991  1992  1993  1994  1995  1996  1997  1998
Bond Market           8.8% 16.3%  7.1% 11.4%   -4% 17.8%  3.1%  9.6%  8.6%


              1989  1990  1991  1992  1993  1994  1995  1996  1997  1998
Inflation-Linked Bond                                          2.6%  3.5%


              1989  1990  1991  1992  1993  1994  1995  1996  1997  1998
Social Choice        4.3% 25.2% 11.1%  9.4% -1.3% 29.5% 15.5% 24.6% 18.6%



              1989  1990  1991  1992  1993  1994  1995  1996  1997  1998
Money Market   9.4%  8.3%  6.3%  3.7%  3.1%  4.1%  5.9%  5.3%  5.5%  5.5%


PERFORMANCE INFORMATION

>From time to time, CREF advertises total return and average annual total return
for each of its accounts. For the Bond Market, Inflation-Linked Bond and Money
Market accounts, we also advertise yield.

TOTAL RETURNS
"Total return" is the cumulative percentage increase or decrease in the value of
an investment over standard one, five and ten-year periods. "Average annual
total return" is the annually compounded rate that would result in the same
cumulative total return over the specified period.

MONEY MARKET ACCOUNT YIELDS
For the Money Market Account, we calculate a "yield" or "current yield". This
yield is the income generated by an investment over a seven-day period (after
expenses). We then "annualize" this yield by assuming the account will earn the
same rate each week for 52 weeks, then show the total income as a percentage of
the original investment. "Effective yield" may also be advertised. We calculate
this in a similar way, but we assume that the income is reinvested in the
account. The effective yield will be higher than the current yield due to
compounding.

BOND MARKET ACCOUNT YIELDS 
For the Bond Market Account, we calculate a thirty-day yield. This yield is the
income generated by an investment over a thirty-day period (after expenses). We
then assume this yield is compounded monthly for six months, then annualized.


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<PAGE>


ADDITIONAL INVESTMENT TOOLS AND RISKS
At times, the CREF accounts may use certain investment tools to enhance return
or hedge risk. This section summarizes of some of these tools and their risks.
For more information on the tools described and their risks, please see the SAI.

     FOREIGN INVESTMENTS
         CREF has extensive experience managing foreign investments, including
         those not registered or traded in the United States. An account's
         foreign portfolio may be divided into segments -- some designed to
         track foreign markets as a whole, and others with stocks selected
         individually for their investment potential. We invest in a wide range
         of foreign securities in an effort to reduce the risks and increase the
         opportunity for returns. The percentages of foreign assets in each
         account CHANGE DAILY as a result of new transactions, market value
         fluctuations and changes in foreign currency exchange rates.

         Investing in foreign securities, especially those not issued by foreign
         governments, involves special risks. These include: 
         Changes in foreign currency exchange rates 
         Possible market controls or currency exchange control 
         Possible withholding of taxes on dividends and interest
         Possible seizure, expropriation, or nationalization of assets 
         More limited foreign financial information or difficulty in
             interpretation due to foreign regulations and accounting standards
         Lower liquidity and higher volatility in some foreign markets 
         The impact of political, social, or diplomatic events 
         The difficulty of evaluating some foreign economic trends
         The possibility that a foreign government could restrict an issuer from
             paying principal and interest to investors outside the country and
             difficulty in using foreign legal systems to enforce financial or
             legal obligations

     Also, brokerage commissions and transaction costs are often higher for
foreign investments.

    The accounts may use currency transactions to help protect against future
    exchange rate uncertainties and to take advantage of differences in
    exchange rates. Changes in exchange rates and exchange control regulations
    may increase or reduce the value of a security. Currency transactions
    involve special risks and may limit potential gains due to increases in a
    currency's value. We do not intend to speculate in foreign currency exchange
    transactions or forward currency contracts.

    The accounts can invest in developing or "emerging" countries. The risks
    noted above often increase in emerging countries. For example, emerging
    countries may have more unstable governments than developed countries, and
    their economies may be based on only a few industries. Because their
    securities markets may be very small, share prices may be volatile. In
    addition, foreign investors are subject to a variety of special
    restrictions in many emerging countries.


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<PAGE>


     Even considering the risks, foreign investing offers the chance to improve
     an account's diversification and long-term performance. Foreign investments
     let CREF take part in the growth of other countries' economies and
     financial markets, which sometimes offer better prospects than in the U.S.
     Moreover, periods of rising or falling values often come at different times
     in foreign markets than in U.S. markets, and price trends can move in
     different directions. When this happens, foreign investments can reduce an
     account's volatility, compared to the U.S. market as a whole, and may
     enhance long-term returns.

     On January 1, 1999, the European Monetary Union (EMU) implemented a new
     currency unit, called the Euro. The Euro became the official currency of
     the EMU and replaced individual country currencies. The implementation of
     the Euro may adversely affect financial markets worldwide and may result in
     changes in the relative strength of other major currencies, including the
     U.S. dollar. It is not possible to accurately predict what effect, if any,
     the Euro conversion will have long term on financial markets in general.

     OPTIONS, FUTURES AND OTHER DERIVATIVES
     The CREF accounts can buy and sell options, futures, and other derivatives.
     We intend to use these securities for cash management purposes or as
     hedging techniques, although we are not obligated to hedge any investments.
     Generally, investing in these securities involves additional investment
     risks and transaction costs. Investing in these securities also draws upon
     special skills and experience that may be different from skills needed to
     choose other types of securities for the accounts. Special risks of these
     securities include:
         The  prices of certain derivatives may not correlate perfectly with the
              prices of the securities, currencies, or interest rates being
              hedged, and
         A liquid secondary market for over-the-counter options may not be
              available at particular time

     ILLIQUID SECURITIES
     Each account can invest up to 10% of its assets in investments that may not
     be readily marketable, making it difficult to sell the securities quickly
     at fair market value.

     FIRM COMMITMENT AGREEMENTS AND "WHEN-ISSUED" SECURITIES
     The CREF accounts can enter "firm commitment" agreements to buy securities
     at a fixed price or yield on a specified date. We would do this if we
     expect a decline in interest rates, believing it may be better to commit
     now with a later issue or delivery date. We may also purchase securities on
     a "when issued" basis, with the exact terms set at the time of the
     transaction.

     SECURITIES LENDING
     The CREF accounts can seek extra income by lending securities to brokers,
     dealers, and other financial institutions, subject to certain restrictions.
     If we lend a security, we can call in the loan at any time. Although all
     loans are fully collateralized, if a borrower defaults, an account could
     lose money.

     BORROWING
     As a temporary measure for extraordinary or emergency purposes, the Stock,
     Global Equities, Bond Market, Social Choice, and Money Market Accounts can
     borrow money from banks, not exceeding 10% of the account's market value at
     the time of borrowing. These accounts can also borrow up to 5% of their
     assets' value to buy securities. Each account can pledge or otherwise
     encumber up to 10% of its assets at


37
<PAGE>


     the time of borrowing as collateral.

     The Growth, Equity Index, and Inflation-Linked Bond Accounts can also
     borrow money from banks, not exceeding 33 1/3% of the account's market
     value at the time of borrowing. These accounts can borrow from other
     sources temporarily, but no more than 5% of their assets' value.

     If an account borrows money, it could leverage its portfolio by keeping
     securities that it might otherwise have sold had it not borrowed money. The
     risks of leverage include a greater possibility that an account's net asset
     value may change during market fluctuations.

     INVESTMENT COMPANIES
     Each account can invest up to 10% of its assets in other investment
     companies, including mutual funds. When an account invests in another
     investment company, it bears a proportionate share of expenses charged by
     the investment company in which it invests.

     REPURCHASE AGREEMENTS
     The CREF accounts can use repurchase agreements to help manage cash
     balances. See the SAI for additional information.

INVESTMENT MANAGEMENT

A Board of Trustees governs CREF. The Board oversees CREF's administration and
investments, reviews service contracts, and evaluates each account's
performance. TIAA-CREF Investment Management, LLC, a nonprofit subsidiary of
TIAA, manages the assets in each CREF account and is registered under the
Investment Advisers Act of 1940, as amended. TIAA-CREF Investment Management
also conducts research, recommends investments, and places buy and sell orders
for the CREF accounts. It also performs portfolio accounting and related
services for each account. All services are at cost.

Employees of Investment Management and members of their household are limited in
trading for their own accounts. Certain transactions they make must be reported
and approved and duplicates of all confirmation statements and other account
reports must be sent to a special compliance unit.

ALLOCATIONS AMONG AFFILIATED ACCOUNTS
The managers of the CREF accounts may manage the assets of certain affiliated
accounts. Investment decisions for the CREF accounts and any affiliated account
will be made independently. Sometimes, however, managers may decide either to
buy or sell a security at the same time for more than one CREF account or
affiliated account. If so, investment opportunities are allocated equitably.
This can have an adverse effect on the size of the position each CREF account
buys or sells, as well as the price received or paid for it.

ADDING, CLOSING, OR SUBSTITUTING ACCOUNTS
CREF can add or close accounts, substitute one account for another, combine
accounts, discontinue accounts, and suspend the acceptance of premiums and/or
transfers into an account. Depending on the terms of an employer's retirement
plan, CREF can also restrict whether and how we offer an account. If an account
is closed or we stop accepting premiums into that account, we'll notify
participants and request that they allocate


38

<PAGE>


premiums and/or transfer accumulations to another account. If you're notified of
such a change and don't respond, we'll place any premiums, accumulations, or
annuity income affected by the change in the Money Market Account. Unless
required by law, CREF will not close, substitute for, or stop accepting premiums
and transfers to the Stock and Money Market Accounts.


THE ANNUITY CERTIFICATES

CREF offers certificates for the following types of variable annuities.

RA (RETIREMENT ANNUITY) AND GRA (GROUP RETIREMENT ANNUITY) RA and GRA
certificates are used mainly for employee retirement plans.

Depending on the terms of your employer's plan, RA premiums can be paid by your
employer, you, or both. If you're paying some of or the entire periodic premium,
your contributions can be in either pre-tax dollars by salary reduction, or
after-tax dollars by payroll deduction. You can also transfer accumulations from
another investment choice under your employer's retirement plan to your RA
certificate. For RAs only, you can make contributions directly to CREF.

GRA premiums can come from your employer only or both you and your employer.
Your GRA premiums can also be from pre-tax or after-tax contributions. You can't
pay GRA premiums directly to CREF; your employer must send them for you. As with
RAs, you can transfer accumulations from another investment choice under your
employer's retirement plan to your GRA certificate.

SRA (Supplemental Retirement Annuity) and GSRA (Group Supplemental Retirement
Annuity) These are for voluntary tax-deferred annuity (TDA) plans. SRA
certificates are issued directly to you; GSRA certificates are issued through an
agreement between your employer and CREF. Your employer pays premiums in pre-tax
dollars through salary reduction. Although you can't pay premiums directly, you
can transfer amounts from other TDA plans.

GA (Group Annuity)
GA certificates are used exclusively for employer retirement plans and are 
issued directly to your employer or your plan's trustee. Your employer pays 
premiums directly to CREF. Your employer or the plan's trustee controls the 
allocation of contributions and transfers to and from these certificates.

CLASSIC IRA
You and your spouse can each open a Classic IRA with an annual contribution of
up to $2,000 each or by rolling over funds from another IRA or retirement plan,
if you meet our eligibility requirements.

ROTH IRA
You or your spouse can each open a Roth IRA with an annual contribution of up to
$2,000 each or by rolling over funds from another IRA or a Classic IRA issued by
CREF.


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<PAGE>


Both Roth and Classic IRAs are issued directly to you. Joint accounts
are not permissible.

KEOGH CERTIFICATES
Pending regulatory approval, CREF has plans to offer certificates under Keogh
plans. If you own an unincorporated business, you'll be able to use our Keogh
certificates for your Keogh plan, provided you are an eligible individual.

[SIDEBAR] Eligibility for IRAs and Keogh certificates
You and your spouse can open a Classic or Roth IRA or use our Keogh
certificates if you are a current or retired employee or a trustee of an
eligible institution, or if you own a TIAA or CREF annuity contract or a TIAA
individual insurance contract. Additionally, you can set up a Classic or Roth
IRA with funds rolled over from an eligible institution's retirement plan or
from an individual retirement account that was itself set up with amounts
originally in an eligible institution-sponsored plan. There are certain income
limits on opening Roth IRAs.


STARTING OUT
We'll issue you a CREF certificate when we receive your completed application or
enrollment form. If we receive premiums from your employer before your
application or enrollment form, we'll invest the money in the Money Market
Account until we receive your form. When the completed form arrives, we'll
transfer the appropriate amounts to the accounts you've specified, crediting
them as of the end of the business day we receive the form.

If your application or enrollment form is incomplete, allocations don't total
100%, or allocations violate employer plan restrictions, we'll invest your
premiums in the Money Market Account. After we receive a complete and correct
application, we'll follow your allocation instructions for future premiums.
However, in this situation, you must request that we transfer any premiums
invested in the Money Market Account to your account choices. Such transfers
will be made as of the end of the business day we receive your request.

CREF doesn't restrict the amount or frequency of premiums to your RA, GRA, or
IRA certificates, although we reserve the right to impose restrictions. Your
employer's retirement plan may also limit your premium amounts. In addition, the
Internal Revenue Code limits the total annual premiums to plans qualified for
favorable tax treatment.

In most cases, CREF accepts premiums to a certificate during your accumulation
period. Once your first premium has been paid, your CREF certificate can't lapse
or be forfeited for nonpayment of premiums. CREF can stop accepting premiums to
GRA and GSRA certificates at any time.

CHOOSING AN ACCOUNT
After you receive your certificate, you can allocate your premiums to any CREF
account unless your employer's plan blocks some accounts. However, your employer
cannot block the Stock or Money Market Accounts. You can change your allocation
for future premiums by:

o  writing to our home office


40

<PAGE>


o  using our Inter/ACT Internet service at www.tiaa-cref.org, or 
o  or calling our Automated Telephone Service (24 hours a day) at 800-842-2252.

DETERMINING THE VALUE OF YOUR ACCOUNT - ACCUMULATION UNITS
To determine the amount of money in your account, we use a measure called an
accumulation unit. Each payment to your certificate, which is credited at the
end of the business day in which we receive it, buys a number of accumulation
units. The accumulation unit value for each account depends on the account's
investment performance and its expenses. We calculate accumulation unit values
at the end of each business day. The number of accumulation units you own equals
your accumulation in an account divided by the accumulation unit value for that
account. To determine accumulation unit values for transfers and cash
withdrawals, we use the unit values calculated at the end of the business day
when we receive your completed request and required documents.

IF YOU NEED TO CANCEL
You may cancel a certificate up to 30 days after you receive it (unless we
already made annuity payments from it). To cancel, simply mail or deliver the
certificate with a signed Notice of Cancellation (available by contacting CREF)
to our home office. We'll cancel the certificate, then send the entire current
accumulation to whomever sent the premiums. You bear the investment risk during
this period.

[SIDEBAR] How We Value Assets
We calculate the value of the assets in each account as of the close of every
valuation day. We use market quotations or independent pricing services to value
securities. If these aren't available, we'll value the securities using "fair
value," as determined by the CREF Board of Trustees. In the Money Market
Account, we value short-term money market instruments with a remaining maturity
of 60 days or less based on their amortized cost.


HOW TO TRANSFER AND WITHDRAW YOUR MONEY

         Generally, CREF allows you to move your money to and from the CREF
accounts in the following manner:

         o From the CREF accounts to the TIAA Real Estate Account or the TIAA
             traditional annuity
         o To the CREF accounts from the TIAA Real Estate Account 
         o From the CREF accounts to other companies 
         o To the CREF accounts from other plans 
         o By withdrawing cash 
         o By setting up a program of systematic withdrawals and transfers

These options may be limited by the terms of your employer's plan or by current
tax law. Transfers and cash withdrawals are currently free. Transfers from the
TIAA Real Estate Account to CREF are limited to once per quarter. CREF can place
restrictions on transfers or charge fees for transfers and withdrawals in the
future.

           Transfers and cash withdrawals are effective at the end of the
business day we receive your request and

41

<PAGE>


all required documentation. You can also choose to have transfers and
withdrawals take effect at the end of any future business day or the last
calendar day of the current or any future month, even if its not a business day.

         To request a transfer or withdrawal:

         o Write to CREF's home office at 730 Third Avenue, New York, NY 
             10017-3206 
         o Call us at 800-842-2252 or 
         o For transfers, use Inter/ACT on the Internet at www.tiaa-cref.org.

You are required to complete and return certain forms to effect cash withdrawal
transactions.

         There may be tax law restrictions on certain transfers. Before you
transfer or withdraw cash, make sure you also understand the possible federal
and other income tax consequences.

TRANSFERS TO OTHER TIAA-CREF ACCOUNTS
At any time during the accumulation stage, you can, subject to your employer's
plan, transfer your money in a CREF account to another CREF account, to TIAA's
traditional annuity, or to the TIAA Real Estate Account. If you want to transfer
part of your money in a CREF account, the minimum is $1,000, or your entire
accumulation, if less.

Your employer's plan may restrict transfers, but only for money in RA, GRA, GSRA
or Keogh certificates. Transfers from the TIAA Traditional Annuity in RAs and
GRAs currently must take place in roughly equal installments over a 10-year
period through a TIAA transfer payout annuity. If you don't have a CREF
certificate when you ask to transfer money from TIAA to CREF, you must apply for
one; in that case, we'll execute the transfer when we receive your completed
application.

TRANSFERS FROM OTHER PLANS
Usually, you can transfer money from another 403(b) retirement plan to your CREF
certificate. Similarly, you can transfer money to CREF from other 401(a) and
403(a) plans. Amounts transferred to CREF may be subject to the provisions of
your original employer's retirement plan. You can also transfer funds from some
of these plans to a CREF Classic IRA. If you meet income limits, you can
transfer funds from a Classic IRA to a CREF Roth IRA.

TRANSFERS TO OTHER COMPANIES
If you have a RA, GRA, GSRA or Keogh certificate, your right to transfer your
money to a company other than CREF may depend on your employer's retirement
plan. If your employer participates in our Special Transfer Services program, we
can make automatic monthly transfers from your RA or GRA certificate to another
company. You may also be able to transfer accumulations in SRA, GSRA, IRA or
Keogh certificates to another company.


WITHDRAWALS


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<PAGE>


Subject to the terms of your employer's plan, you can withdraw some or all of
your SRA, GSRA, IRA, or Keogh accumulation. Withdrawals must be at least $1,000
or your entire accumulation, if less. You can't withdraw money from a
certificate if you are already receiving lifetime annuity income from that
certificate.

If you have a small account value (under $4,000) when you leave your employer,
your employer's plan may allow you to have CREF cash out some or all of your RA
money.

Under current federal tax law, you can't withdraw money from salary reduction
agreements under your retirement plan that are held in your CREF certificates
unless you are age 59 1/2, leave your job, become disabled, or die. If the money
is in a 403(b) annuity, these restrictions apply to premiums and earnings
credited after December 31, 1988. The restrictions apply to all salary reduction
amounts under a 401(k) plan and funds transferred directly to CREF from a
403(b)(7) custodial account. If your employer's plan permits, you may also be
able to withdraw money for certain hardships as defined under the Internal
Revenue Code, but in that case you can withdraw only premiums, not earnings.
Special rules and restrictions apply to IRAs.

If you're married, you may be required by law or by your employer's plan to show
us advance written consent from your spouse before we make certain transactions
on your behalf. If you are married at your annuity start date, you may also be
required to choose an income option that provides survivor annuity income to
your spouse, unless your spouse waives that right in writing.

[SIDEBAR]
Vesting: Once you're fully vested under your employer's RA or GRA plan, you
can't lose the benefits you've earned. Ask your employer for your vesting
status. Benefits under SRAs, GSRAs, and IRAs are immediately vested and can't be
forfeited. You're also fully vested in contributions made by salary reduction or
deduction. If you go back to a prior employer and that employer's plan allows,
you may be able to resume participation under your original CREF certificate.

WHEN YOU ARE READY TO RECEIVE YOUR ANNUITY INCOME

THE ANNUITY PERIOD IN GENERAL

Although you can annuitize at any time, generally you must be at least age 59
1/2 to begin receiving annuity income. Otherwise, you may have to pay a 10%
penalty tax on the taxable amount, except under certain circumstances. In
addition, you cannot begin receiving income later than permitted under the
minimum distribution rules. Your employer's plan may restrict when you can begin
income payments. Also, you cannot begin a life annuity after age 90 or a joint
life annuity after either you or your annuity partner reach age 90.


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<PAGE>


Your income payments may be paid out from the CREF accounts through a variety of
income options. You can pick a different income option for different portions of
your accumulation, but once you've started payments you usually can't change
your income option or annuity partner for that payment stream.

         Usually income payments are monthly. You can choose quarterly,
semi-annual, and annual payments as well. (CREF has the right to not make
payments at any interval that would cause the initial payment to be less than
$100.) We'll send your payments by mail to your home address or, on your
request, by mail or electronic funds transfer to your bank.

         Your initial income payments are based on the value of your
accumulation on the last valuation day before the annuity starting date. We
calculate initial income at the end of the last valuation day before the annuity
starting date based on:

         o the amount of money you have accumulated in an account,
         o the income option or options you choose, and
         o an assumed annual investment return of 4%, and for life annuities,
               mortality assumptions for you and your annuity partner, if you
               have one.

Your payments change after the initial payment based on an account's investment
experience and the income change method you choose.

There are two income change methods for annuity payments: annual and monthly.
Under the annual income change method, payments change each May 1, based on the
net investment results of an account during the prior year (April 1 through
March 31). Under the monthly income change method, payments change every month,
based on the net investment results during the previous month. The total value
of your annuity payments may be more or less than your total premiums.

ANNUITY STARTING DATE

         Generally, you pick an annuity starting date when you first apply for a
CREF contract but you can change this date at any time prior to the day before
that annuity starting date. Ordinarily, annuity payments begin on your annuity
starting date, provided we have received all documentation necessary for the
income option you've picked. If something's missing, we'll defer your annuity
starting date until we receive it. Your first annuity check may be delayed while
we process your choice of income options and calculate the amount of your
initial payment. Any premiums received within 70 days after payments begin may
be used to provide additional annuity income. Premiums received after 70 days
will remain in your accumulating annuity contract until you give us further
instructions. Ordinarily, your first annuity payment will begin on any business
day between the first and twentieth of any month.

ANNUITY INCOME OPTIONS


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<PAGE>


     Both the number of annuity units you purchase and the amount of your income
payments will depend on which income option you pick. Your employer's plan, tax
law and ERISA may limit which income options you can use to receive income from
an RA or GRA. Ordinarily you'll choose your income options shortly before you
want payments to begin; but, you can make or change your choice any time before
your annuity starting date.

     All CREF income options provide variable payments, and the amount of income
you receive depends in part on the investment experience of your chosen
accounts. The current options are:

         o   ONE-LIFE ANNUITY WITH OR WITHOUT GUARANTEED PERIOD. Pays income as
     long as you live. If you opt for a guaranteed period (10, 15 or 20 years)
     and you die before it's over, income payments will continue to your
     beneficiary until the end of the period. If you don't opt for a guaranteed
     period, all payments end at your death -- so that it's possible for you to
     receive only one payment if you die less than a month after payments start.

         o   ANNUITY FOR A FIXED PERIOD. Pays income for any period you choose
     from 5 to 30 years (2 to 30 years for Ras, GRAs and SRAs).

         o   TWO-LIFE ANNUITIES. Pays income to you as long as you live, then
     continues at either the same or a reduced level for the life of your
     annuity partner. There are three types of two-life annuity options, all
     available with or without a guaranteed period -- Full Benefit to Survivor,
     Two-Thirds Benefit to Survivor, and a Half-Benefit to Annuity Partner.

         o   MINIMUM DISTRIBUTION OPTION ("MDO") ANNUITY. Generally available
     only if you must begin annuity payments under the Internal Revenue Code
     minimum distribution requirements. (Some employer plans allow you to elect
     this option earlier -- contact CREF for more information.) The option pays
     an amount designed to fulfill the distribution requirements under federal
     tax law. You must apply your entire accumulation under a contract if you
     want to use the MDO annuity; however, it's possible you won't receive
     income for life under an MDO. Up to age 90, you can apply any remaining
     part of an accumulation applied to the MDO annuity to any other income
     option for which you're eligible. Using an MDO won't affect your right to
     take a cash withdrawal of any accumulation not yet distributed.

     For any of the income options described above, under current federal tax
law, your guaranteed period can't exceed the joint life expectancy of you and
your beneficiary or annuity partner.

     Other income options may become available in the future, subject to the
terms of your retirement plan and relevant federal and state laws. For more
information about any annuity option, please contact us.

     RECEIVING LUMP SUM PAYMENTS (RETIREMENT TRANSITION BENEFIT). If your
employer's plan allows, you may be able to receive a single sum payment of up to
10% of the value of any part of an RA or GRA accumulation being converted to
annuity income on the annuity starting date. Of course, if your employer's plan
allows cash withdrawals, you can take a larger amount (up to 100%) of your
accumulation in any CREF account as a cash payment. The retirement transition
benefit will be subject to current federal income tax requirements and possible
early distribution penalties.


45

<PAGE>


     If you haven't picked an income option when the annuity starting date
arrives, CREF usually will assume you want the ONE-LIFE ANNUITY WITH 10-YEAR
GUARANTEED PERIOD if you're unmarried. If you're married, we may assume for you
a TWO-LIFE ANNUITY WITH HALF-BENEFIT TO ANNUITY PARTNER WITH 10-YEAR GUARANTEED
PERIOD, with your spouse as your annuity partner. If you haven't picked an
income option when the annuity starting date arrives for your IRA, we may assume
you want the MINIMUM DISTRIBUTION OPTION annuity.


     [SIDEBAR]
     Other income choices may be available subject to your plan and federal
     laws. Current federal law sets the latest distribution date and says that
     your guaranteed or fixed period can't exceed the joint life expectancy of
     you and your beneficiary or you and your annuity partner (if you have one).

     TRANSFERS DURING THE ANNUITY PERIOD
     Once each calendar quarter, you can transfer income payable from one CREF
     account to a comparable annuity (see sidebar) from another CREF account,
     the TIAA traditional annuity, or the TIAA Real Estate Account. Beginning in
     late 1999, annuitants receiving income from TIAA lifetime annuities may
     transfer some or all of their income to comparable lifetime annuities
     funded in the Stock, Global Equities, Equity Index or Social Choice
     accounts. Such transfers are limited to 20% of annuity income in any year.
     A program transferring all income in five equal annual installments may
     also be chosen. Once income has been transferred, subsequent transfers may
     be made only among those accounts listed above. Transfers to other CREF
     accounts or back to TIAA will not be permitted. We'll process the transfer
     on the business day we receive your request unless you've asked that the
     transfer take effect on another business day or the last day of a calendar
     month.

     [SIDEBAR: A comparable annuity is an annuity that is payable under the same
     income option and has the same annuitant(s) and remaining guaranteed
     period, if any.]

     Tranfers under the annual income payment method will affect your annuity
     payments beginning on the May 1 following the March 31 which is on or after
     the effective date of the transfer. Transfers under the monthly income
     payment method and all transfers into TIAA's traditional annuity will
     affect your annuity payments beginning with the first payment due after the
     monthly payment valuation day that is on or after the transfer date. You
     can switch between the annual and monthly income change methods, and the
     switch will go into effect on the following March 31.


METHODS OF PAYMENT OF DEATH BENEFITS

         Generally, you can choose the method by which we'll pay the death
benefit. You can block your beneficiaries from changing the method you've chosen
or you can leave the choice to them. We can block any choice of method that
provides an initial payment of less than $25. If your beneficiary doesn't
specifically request to start receiving death benefits within a year of your
death, we have the option to start making payments to them over five years using
the fixed-period annuity method of payment.


46

<PAGE>


         PAYMENTS DURING ACCUMULATION PERIOD. Currently, the available methods
of payment for death benefits from funds in the accumulation period are:

                  o   SINGLE-SUM PAYMENT, in which the entire death benefit is
         paid to your beneficiary at once;

                  o   ONE-LIFE ANNUITY WITH OR WITHOUT GUARANTEED PERIOD, in
         which the death benefit is paid monthly for the life of the beneficiary
         or through the guaranteed period;

                  o   ANNUITY FOR A FIXED PERIOD OF 2 TO 30 YEARS;

                  o   ACCUMULATION-UNIT DEPOSIT OPTION, which pays a lump sum at
         the end of a fixed period, ordinarily two to five years, during which
         period the accumulation units deposited participate in the Account's
         investment experience (generally $5,000 minimum death benefit value);
         and

                  o   THE MINIMUM DISTRIBUTION OPTION, which is available only
         to beneficiaries who must receive income under the IRC's minimum
         distribution requirements, and operates in much the same way as the MDO
         annuity. It's possible, under this method, that your beneficiary won't
         receive income for life.

                  Death benefits are usually paid monthly (unless you chose a
single-sum method of payment), but your beneficiary can switch them to
quarterly, semi-annual, or annual payments instead.

         PAYMENTS DURING THE ANNUITY PERIOD. If you and your annuity partner die
during the annuity period, your beneficiary can choose to receive the remaining
guaranteed periodic payments due under your contract. Alternatively, your
beneficiary can choose to receive the commuted value of those payments in a
single sum unless you have indicated otherwise. The amount of the commuted value
will be different than the total of the periodic payments that would otherwise
be paid.

         Ordinarily, death benefits are subject to federal estate tax. For more
detailed information on death benefits, please contact CREF.

TIMING OF PAYMENTS

In general, we will make the following types of payments within seven calendar
days after we've received the information we need to process a request:

     o cash withdrawals
     o transfers to TIAA or to other companies
     o payments under a fixed-period annuity
     o death benefits
The seven-day period may be extended in certain circumstances, such as an
SEC-recognized emergency.


47

<PAGE>


TAXES
This section offers general information. It does not cover every situation.
Check with your tax advisor for more information.

During the accumulation period, CREF earnings are generally not taxed until
they're withdrawn. When you transfer money, there may be tax consequences.
Annuity payments, single-sum withdrawals, systematic withdrawals, and death
benefits are usually taxed as ordinary income. Premiums that were paid in
after-tax dollars aren't taxable when withdrawn, but earnings are taxable. Death
benefits are usually also subject to federal estate and state inheritance
taxation. Generally, transfers between qualified retirement plans are not taxed.
Transfers among the CREF accounts also aren't taxed.

Generally, contributions you can make under an employer's plan are limited by
federal tax law. Employee salary reduction contributions to 403(b) and 401(k)
plans are limited to $10,000 per year. Certain long-term employees may be able
defer up to $13,000 per year in a 403(b) plan. Contributions to IRAs and Roth
IRAs, other than rollover contributions, cannot generally exceed $2,000 per
year.

EARLY DISTRIBUTIONS
If you want to withdraw funds or begin income from any 401(a), 403(a), or 403(b)
retirement plan or an IRA before you reach age 59 1/2, you may have to pay a 10
percent early distribution tax on the taxable amount. You won't have to pay this
tax in certain circumstances. See the SAI or consult your tax advisor for more
information.

MINIMUM DISTRIBUTION REQUIREMENTS
In most cases, payments have to begin by April of the year after the year you
reach age 70 1/2, or if later, retirement. Under the terms of certain retirement
plans, the plan administrator may direct us to make the minimum distributions
required by law even if you do not elect to receive them. In addition, if you
don't begin distributions on time, you may be subject to a 50% excise tax on the
amount you should have received but did not. Roth IRAs are generally not subject
to these rules.

WITHHOLDING ON DISTRIBUTIONS
If we send an "eligible rollover" distribution directly to you, federal law
requires us to withhold 20% from the taxable portion. If we rollover such a
distribution directly to an IRA or similar employer qualified plan, we do not
withhold any federal tax. The 20% withholding also does not apply to certain
"non-eligible" rollover distributions such as payments from IRAs, lifetime
annuity payments, or minimum distribution payments.

For the taxable portion of non-eligible rollover distributions, we will usually
withhold federal taxes unless you tell us not to. Nonresident aliens who pay
U.S. taxes are subject to different withholding rules. Contact CREF for more
information.

ADDITIONAL INFORMATION

HOW TO REACH US


48

<PAGE>


Our home office address is 730 Third Avenue, New York, NY, 10017. Our toll-free
number is 800-842-2776 and is available Monday through Friday, 8 am-11 pm ET.
You can also call our Automated Telephone Service 24 hours a day at
800-842-2252.

CHOICES AND CHANGES
As long as your CREF certificate permits, you (or your annuity partner,
beneficiary, or any other payee) can choose or change any of the following:

         o an annuity starting date,
         o an income option,
         o a transfer,
         o an income change method,
         o a method of payment for death benefits,
         o an annuity partner, beneficiary, or other person named to receive
             payments, or
         o a cash withdrawal or other distribution.

You have to make your choices or changes through a written notice that is
satisfactory to us and received at our home office. When we receive a notice of
a change in beneficiary or other person named to receive payments, we'll make
the change as of the date it was signed, even if the signer has died in the
meantime. We make all other changes as of the date received.

TELEPHONE AND INTERNET TRANSACTIONS
You can use our Automated Telephone Service (ATS) or Inter/ACT over the Internet
to check your account balances, transfer between accounts or to TIAA, and
allocate future premiums among TIAA and the CREF accounts. You will be asked to
enter your Personal Identification Number (PIN) and Social Security number for
both systems. (You can establish a PIN by calling us.) Both will lead you
through the transaction process and we will use reasonable procedures to confirm
that instructions given are genuine. If we use such procedures, we are not
responsible for incorrect or fraudulent transactions. All transactions made over
the ATS and Inter/ACT are electronically recorded.

We can suspend or terminate your right to transact by Internet or telephone at
any time.

YOUR VOTING RIGHTS
As a participant in CREF accounts, you can generally vote to elect CREF
trustees, to ratify the selection of an independent auditor, on any change in
investment objective and fundamental investment policies, and on any other
matter requiring a participant vote.

ELECTRONIC PROSPECTUSES
If you received this prospectus electronically and would like a paper copy,
please call us at 800-842-2733 and we will send it to you.


49

<PAGE>


OUR YEAR 2000 PROGRESS
Like all financial service providers, CREF and TIAA-CREF Investment Management,
LLC use computer and information systems that may be affected by Year 2000
problems. The computers may read the Year 2000 as if it were 1900. CREF and
TIAA-CREF Investment Management have implemented a Year 2000 transition plan. If
the systems of CREF or TIAA-CREF Investment Management or their service
providers are not available or cannot process data correctly, then the accounts
could experience delays in performing certain transactions, such as purchase and
sales transactions pricing. Neither CREF nor TIAA-CREF Investment Management
currently anticipates that they will be unable to perform these transactions or
be unable to conduct regular business.

ASSIGNING YOUR CONTRACT
Generally, neither you nor your beneficiaries can assign ownership of a CREF
contract to someone else.

ERRORS OR OMISSIONS
We reserve the right to correct any errors or omissions on any form, report, or
statement that we send you.

TEXAS OPTIONAL RETIREMENT PROGRAM PARTICIPANTS
If you're in the Texas Optional Retirement Program, you (or your beneficiary)
can redeem some or all of your accumulation only if you retire, die, or leave
your job in the state's public institutions of higher education.

HOUSEHOLDING
To lower expenses and eliminate duplicate documents sent to your home, we may
mail only one copy of the CREF prospectus and other required documents to your
household, even if more than one participant lives there. If you would prefer to
continue to receive your own copy of any document, write or call us at 800-842-
2733.

DISTRIBUTOR
The distributor of CREF certificates is TIAA-CREF Individual & Institutional
Services, Inc. (Services). Services is registered with the SEC and is a member
of the National Association of Securities Dealers, Inc. (NASD). Teachers
Personal Investors Service, Inc. (TPIS), also registered with the SEC and a
member of the NASD, may also distribute CREF certificates on a limited basis.
Services and TPIS are subsidiaries of TIAA. Anyone distributing CREF
certificates must be a registered representative of Services or TPIS. Their
address is 730 Third Avenue, New York, NY 10017. No commissions are paid for
distribution of CREF certificates.


50

<PAGE>


TABLE OF CONTENTS FOR STATEMENT OF ADDITIONAL INFORMATION

                            PAGE IN THE
                           STATEMENT OF
                            ADDITIONAL
         ITEM               INFORMATION
CREF and its Operations ...
Investment
  Restrictions.............
Description of Corporate
  Bond Ratings.............
Description of
  Fixed-Income
  Instruments..............
Investment Policies and
  Risk Considerations......
  Options and Futures......
  Firm Commitment
    Agreements and
    Purchase of "When
    Issued" Securities.....
  Pass-Through Securities..
  Lending of Securities....
  Repurchase Agreements....
  Currency Transactions....
  Swap Transactions........
  Segregated Accounts......
  Special Considerations
    Affecting Foreign
    Investments............
  Other Investment
    Techniques and
    Opportunities..........
Portfolio Turnover.........
Valuation of Assets........
Management.................
  CREF Overseers,
    Trustees and Officers
  Compensation of CREF
    Trustees...............


51

<PAGE>


Investment Advisory and
  Related Services.........
  Custody of Portfolio.....
  Auditors.................
Brokerage Allocation.......
Performance Information....
  Total Return Information
    for the Accounts.......
  Yield Information for
    the Bond Market and
    Inflation-Linked Bond
    Accounts...............
  Yield Information for the
    Money Market Account
  Inflation-Adjusted Return
    and Yield Information for
    for the Inflation-Linked
    Bond Account...........
  Performance Comparisons
    Illustrating Compounding,
    Tax Deferral and
    Expense Deductions.....
Accumulation Unit Values ..
Annuity Payments...........
Death Benefits.............
Periodic Reports...........
Voting Rights..............
General Matters............
State Regulation...........
Legal Matters..............
Experts....................
Considerations Concerning
  CREF's New Accounts
  and Options..............
Additional Information.....
Financial Statements.......


52

<PAGE>


[INSIDE BACK COVER]

                                 HOW TO REACH US

OUR ADDRESS

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

Send all notices, forms, requests, or payments to this address only.

INTERNET
www.tiaa-cref.org
24 HOURS A DAY/SEVEN DAYS A WEEK

Obtain general information about TIAA-CREF, use Inter/ACT to view personal
account information, reallocate premiums and transfer funds among TIAA and CREF
investments options, or to ask us questions.

AUTOMATED TELEPHONE SERVICE
800 842-2252
24 HOURS A DAY/SEVEN DAYS A WEEK

Change your allocation; transfer accumulations; get your accumulation unit
values; get TIAA and CREF performance; confirm last premium paid.

TELEPHONE COUNSELING CENTER
800 842-2776
8 A.M. TO 11 P.M. ET MONDAY-FRIDAY

Speak to a consultant about: retirement savings and planning; quarterly and
annuity benefits reports; receiving annuity payments and annuity options; tax
reports.

IRA ENROLLMENT HOTLINE
800 842-2888

Speak with a service representative about IRAs.


53

<PAGE>

INDIVIDUAL, GROUP, AND TAX-DEFERRED

VARIABLE ANNUITIES
ISSUED BY
COLLEGE RETIREMENT EQUITIES FUND
STATEMENT OF ADDITIONAL INFORMATION


   
May 1, 1999

The current prospectus dated May 1, 1999 (the "Prospectus") with respect to the
Variable Annuity Certificates is available without charge upon written or oral
request to: College Retirement Equities Fund, 730 Third Avenue, New York, New
York 10017, Attention: Central Services; telephone 1 800 842-2733, extension
5509. Terms used in the Prospectus are incorporated in this Statement.

THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROS
PECTUS AND
SHOULD BE READ ONLY IN CONJUNCTION WITH THE PROSPECTUS FOR THE
CERTIFICATES DATED MAY 1, 1999.
    


<PAGE>


TABLE OF CONTENTS
                                                     LOCATION OF
                            PAGE IN THE              ADDITIONAL
                           STATEMENT OF              INFORMATION IN
                            ADDITIONAL               PROSPECTUS, IF
         ITEM               INFORMATION                APPLICABLE
         ----               -----------                ----------


   
CREF and its Operations
Investment
  Restrictions.............
Description of Corporate
  Bond Ratings.............
Description of
  Fixed-Income
  Instruments..............
Investment Policies and
  Risk Considerations......
  Options and Futures......
  Firm Commitment
    Agreements and
    Purchase of "When
    Issued" Securities.....
  Pass-Through Securities..
  Lending of Securities....
  Repurchase Agreements
  Currency Transactions....
  Swap Transactions........
  Segregated Accounts......
  Special Considerations
    Affecting Foreign
    Investments............
  Other Investment
    Techniques and
    Opportunities..........
Portfolio Turnover.........
Valuation of Assets........
Management.................
  CREF Overseers,
    Trustees and Officers..
  Compensation of CREF
    Trustees...............
Investment Advisory and
  Related Services.........
  Custody of Portfolio.....
  Auditors.................
Brokerage Allocation.......
Performance Information....
  Total Return Information
    for the Accounts.......
  Yield Information for
    

                                       B-2

<PAGE>


    the Bond Market and
    Inflation-Linked Bond
    Accounts...............
  Yield Information for the
    Money Market Account
  Inflation-Adjusted Return
    and Yield Information for
    for the Inflation-Linked
    Bond Account...........
  Performance Comparisons..
    Illustrating Compounding,
    Tax Deferral and
    Expense Deductions.....
Accumulation Unit Values ..
Annuity Payments...........
Death Benefits.............
Periodic Reports...........
Voting Rights..............
General Matters............
State Regulation...........
Legal Matters..............
Experts....................
Considerations Concerning
  CREF's New Accounts
  and Options..............
Additional Information.....
Financial Statements.......

                                       B-3

<PAGE>


   
CREF AND ITS OPERATIONS

CREF is unlike most other companies that offer variable annuities. Usually
variable annuities are issued by insurance companies through segregated asset
accounts called "separate accounts." The insurance company performs
administration and other services for the separate account and, for a fee,
assumes certain mortality and expense risks. In contrast, CREF is legally
independent from TIAA. Investment advisory, distribution, and administrative
services are provided for CREF under agreements with two nonprofit subsidiaries
of TIAA. A separate account of TIAA also issues a variable annuity that accepts
after-tax dollars.

CREF is an "open-end" diversified management investment company which issues
variable annuity certificates to residents of all fifty states, the District of
Columbia, Puerto Rico, U.S. territories, and foreign countries. CREF is
registered with the SEC under the Investment Company Act of 1940, as amended
(the 1940 Act), although registration doesn't entail SEC supervision of our
management and investment practices. CREF is also subject to the Not-For-Profit
Corporation Law of New York State and to regulation of the New York State
Insurance Department and insurance departments in several other jurisdictions.
    

INVESTMENT RESTRICTIONS

Pursuant to CREF's Charter, none of the Accounts will invest in any common
stocks or shares of any corporation, joint stock association, or business trust
an amount in excess of such percentage, not to exceed 10% (except with the
approval of the New York State Insurance Department), of voting shares of such
institution which would cause any such institution to be controlled by, or
become a subsidiary of, CREF, as defined in the Insurance Law, although this
restriction will not apply to investment in an entity formed or acquired by CREF
for a lawful business purpose. This restriction cannot be changed without an
amendment to the Charter. (The Charter may be amended only by the action of
CREF's Overseers and only if the New York State Superintendent of Insurance
certifies the amendment as lawful and equitable.)

The following restrictions, not set forth in CREF's Charter, are fundamental
policies with respect to the Accounts and may not be changed without the
approval of a majority of the outstanding voting securities, as that term is
defined under the 1940 Act, in the affected Account:

         1.  None of the Accounts will issue senior securities (the

                                       B-4

<PAGE>

         issuance and sales of options and futures not being
         considered the issuance of senior securities);

         2. Neither the Stock nor the Money Market Account will make short
         sales, except when the Account has, by reason of ownership of other
         securities, the right to obtain securities of equivalent kind and
         amount that will be held so long as the Account is in a short position;

         3. The Stock, Global Equities, Bond Market, Social Choice, and Money
         Market Accounts, will not borrow money, except: (a) they may purchase
         securities on margin, as described in restriction 12 below; and (b)
         from banks as a temporary measure for extraordinary or emergency
         purposes, and then only in amounts not in excess of 10% of the value of
         the Account's total assets, taken at market value at the time of
         borrowing.

         The Growth, Equity Index, and Inflation-Linked Bond Accounts will not
         borrow money, except: (a) they may purchase securities on margin, as
         described in restriction 12 below; and (b) (i) from banks only in
         amounts not in excess of 33 1/3% of the Account's total assets taken at
         market value at the time of borrowing, or (ii) for temporary purposes
         in an amount not exceeding 5% of the Account's total assets taken at
         market value at the time of borrowing.

         Money may be temporarily obtained through bank borrowing, rather than
         through the sale of portfolio securities, when such borrowing appears
         more attractive for an Account; nevertheless, any bank borrowings by an
         Account may, depending on market conditions, affect investment returns;

         4. None of the Accounts will underwrite the securities of other
         companies, except as it may be deemed to do so in a sale of restricted
         portfolio securities;

         5. None of the Accounts will, with respect to at least 75% of the value
         of its total assets, invest more than 5% of its total assets in the
         securities of any one issuer (including repurchase agreements with any
         one primary dealer) other than securities issued or guaranteed by the
         United States Government, or its agencies or instrumentalities;

         6. None of the Accounts will, with respect to at least 75% of the value
         of its total assets, purchase more than 10% of the outstanding voting
         securities of an issuer, except that such restriction shall not apply
         to securities issued or guaranteed by the United States Government, its
         agencies or instrumentalities;

         7. None of the Accounts will make an investment in an

                                       B-5

<PAGE>

         industry if after giving effect to that investment the Account's
         holding in that industry would exceed 25% of the Account's total
         assets--this restriction, however, does not apply to investments in
         obligations issued or guaranteed by the United States Government, its
         agencies or instrumentalities, and, with respect to the Money Market
         Account, to certificates of deposit, or securities issued or guaranteed
         by domestic banks and branches of domestic banks and savings and loan
         associations and savings banks; utilities will be divided according to
         their services (so that, for example, gas distribution and
         transmission, electric, and telephone each will be considered a
         separate industry);

         8. Neither the Stock, the Global Equities, the Growth, the Equity
         Index, nor the Money Market Accounts will purchase real estate or
         mortgages directly, although the Bond Market, Inflation-Linked Bond and
         Social Choice Accounts may purchase or hold real estate or mortgages
         directly, subject to investment restriction 14 on page B- (relating to
         illiquid investments); the Stock, Global Equities, Growth and Social
         Choice Accounts may, however, buy shares of real estate investment
         trusts listed on stock exchanges or reported on the NASDAQ system, and
         the Accounts may buy pass-through mortgage securities and securities
         collateralized by mortgages;

         9. None of the Accounts will purchase commodities or commodities
         contracts, except to the extent futures are purchased as described
         herein;

         10. None of the Accounts will invest more than 5% of its total assets
         in the securities of any one investment company; an Account may not own
         more than 3% of an investment company's outstanding voting securities,
         and total holdings of investment company securities may not exceed 10%
         of the value of an Account's total assets (the SEC staff takes the
         position that although certain issuers of collateralized mortgage
         obligations may be investment companies, an Account's ability to
         acquire collateralized mortgage obligations of such issuers would not
         be subject to these restrictions);

         11. None of the Accounts will make loans, except: (a) that the Stock
         and Money Market Accounts may make loans of portfolio securities (not
         exceeding 20% of the value of their total assets), and the Global
         Equities, Growth, Equity Index, Bond Market, Inflation-Linked Bond, and
         Social Choice Accounts may make loans of portfolio securities not
         exceeding 33 1/3% of the value of their total assets, which are
         collateralized by either cash, United States Government securities, or
         other means permitted by applicable law,

                                       B-6

<PAGE>

         equal to at least 102% of the market value of the loaned securities, or
         such lesser percentage as may be permitted by the New York State
         Insurance Department (not to fall below 100% of the market value of the
         loaned securities), as reviewed daily; (b) loans through entry into
         repurchase agreements (the purchase of publicly-traded debt obligations
         not being considered the making of a loan); (c) to the extent
         authorized under the certificates, loans to Participants in amounts not
         greater than the value of their accumulations, to the extent permitted
         by law; (d) privately-placed debt securities may be purchased; or (e)
         participation interests in loans, and similar investments, may be
         purchased;

         12. None of the Accounts will purchase any security on margin (except
         that an Account may obtain such short-term credit as may be necessary
         for the clearance of purchases and sales of portfolio securities);

         13. Neither the Stock nor the Money Market Account will purchase or
         sell options or futures except those listed on a domestic or foreign
         securities, options or commodities exchange; however, the Global
         Equities, Growth, Equity Index, Bond Market, Inflation-Linked Bond and
         Social Choice Accounts may purchase or sell options or futures which
         are not listed on an exchange; or

         14. None of the Accounts will invest more than 10% of its total assets
         in repurchase agreements maturing in more than seven days, and other
         illiquid investments, except that the Global Equities, Growth, Equity
         Index, Bond Market, Inflation-Linked Bond, or Social Choice Accounts
         may invest to a greater extent in such investments if, and to the
         extent, permitted by law.

If a percentage restriction is adhered to at the time of investment, a later
increase or decrease in percentage beyond the specified limit resulting from a
change of values in portfolio securities will not be considered a violation.

DESCRIPTION OF CORPORATE BOND RATINGS

DESCRIPTION OF CORPORATE BOND RATINGS OF MOODY'S INVESTORS
SERVICE, INC.:

Aaa-Bonds which are rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as "gilt
edge." Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most

                                       B-7

<PAGE>

unlikely to impair the fundamentally strong position of such issues.

Aa-Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as high grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuation of protective elements
may be of greater amplitude or there may be other elements present which make
the long term risks appear somewhat larger than in Aaa securities.

A-Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.

Baa-Bonds which are rated Baa are considered as medium grade obligations, i.e.,
they are neither highly protected nor poorly secured. Interest payments and
principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

Ba-Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well assured. Often the protection of interest
and principal payments may be very moderate and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.

B-Bonds which are rated B generally lack characteristics of desirable
investments. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

Caa-Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.

Ca-Bonds which are rated Ca represent obligations which are speculative in a
high degree. Such issues are often in default or have other marked shortcomings.

C-Bonds which are rated C are the lowest rated class of bonds and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.

Moody's applies numerical modifiers 1, 2 and 3 in each generic

                                       B-8

<PAGE>

rating classification from Aa through B in its corporate bond rating system. The
modifier 1 indicates that the security ranks in the higher end of its generic
rating category; the modifier 2 indicates a mid-range ranking; and the modifier
3 indicates that the issue ranks in the lower end of its generic rating
category.

DESCRIPTION OF CORPORATE BOND RATINGS OF STANDARD & POOR'S RATINGS GROUP:

AAA-Debt rated 'AAA' has the highest rating assigned by Standard & Poor's.
Capacity to pay interest and repay principal is very strong.

AA-Debt rated 'AA' has a very strong capacity to pay interest and repay
principal and differs from the higher rated issues only in small degree.

A-Debt rated 'A' has a strong capacity to pay interest and repay principal,
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories.

BBB-Debt rated 'BBB' is regarded as having an adequate capacity to pay interest
and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories.

BB-B-CCC-CC-C-Debt rated 'BB', 'B', 'CCC', 'CC', and 'C' is regarded as having
predominantly speculative characteristics with respect to capacity to pay
interest and repay principal. 'BB' indicates the least degree of speculation and
'C' the highest. While such debt will likely have some quality and protective
characteristics, these are outweighed by large uncertainties or major exposures
to adverse conditions.

BB-Debt rated 'BB' has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse business, financial, or economic conditions which could lead to
inadequate capacity to meet timely interest and principal payments. The 'BB'
rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied 'BBB-' rating.

B-Debt rated 'B' has a greater vulnerability to default but currently has the
capacity to meet interest payments and principal repayments. Adverse business,
financial, or economic conditions will likely impair capacity or willingness to
pay interest and repay principal. The 'B' rating category is also used for debt
subordinated to senior debt that is assigned an actual or implied 'BB' or 'BB-'
rating.

                                       B-9

<PAGE>

CCC-Debt rated 'CCC' has currently identifiable vulnerability to default, and is
dependent upon favorable business, financial, and economic conditions to meet
timely payment of interest and repayment of principal. In the event of adverse
business, financial, or economic conditions, it is not likely to have the
capacity to pay interest and repay principal. The 'CCC' rating category is also
used for debt subordinated to senior debt that is assigned an actual or implied
'B' or 'B-' rating.

CC-The rating 'CC' typically is applied to debt subordinated to senior debt that
is assigned an actual or implied 'CCC' rating.

C-The rating 'C' typically is applied to debt subordinated to senior debt which
is assigned an actual or implied 'CCC-' debt rating. The 'C' rating may be used
to cover a situation where a bankruptcy petition has been filed, but debt
service payments are continued.

CI-The rating 'CI' is reserved for income bonds on which no interest is being
paid.

D-Debt rated 'D' is in payment default. The 'D' rating category is used when
interest payments or principal payments are not made on the date due even if the
applicable grace period has not expired, unless Standard & Poor's believes that
such payments will be made during such grace period. The 'D' rating also will be
used upon the filing of a bankruptcy petition if debt service payments are
jeopardized.

Plus (+) or Minus (--): The ratings from 'AA' to 'CCC' may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.

Generally, investment-grade debt securities are those rated 'Baa3' or higher by
Moody's or 'BBB--' or higher by Standard & Poor's.

DESCRIPTION OF FIXED-INCOME INSTRUMENTS

U.S. GOVERNMENT OBLIGATIONS. Securities issued or guaranteed as to principal and
interest by the United States Government include a variety of Treasury
securities, which differ in their interest rates, maturities and times of
issuance. Treasury bills have a maturity of one year or less; Treasury notes
have maturities of one to ten years; and Treasury bonds can be issued with any
maturity period but generally have a maturity of greater than ten years.
Agencies of the United States Government which issue or guarantee obligations
include, among others, the Export-Import Bank of the United States, Farmers Home
Administration, Federal Housing Administration, Government National Mortgage
Association, Maritime Administration, Small Business Administration and The

                                      B-10

<PAGE>

Tennessee Valley Authority. Obligations of instrumentalities of the United
States Government include securities issued or guaranteed by, among others,
banks of the Farm Credit System, the Federal National Mortgage Association,
Federal Home Loan Banks, Federal Home Loan Mortgage Corporation, Student Loan
Marketing Association, Federal Intermediate Credit Banks, Federal Land Banks,
Banks for Cooperatives, and the U.S. Postal Service. Some of these securities
are supported by the full faith and credit of the U.S. Treasury; others are
supported by the right of the issuer to borrow from the Treasury, while still
others are supported only by the credit of the instrumentality.

CERTIFICATES OF DEPOSIT. Certificates of deposit are generally short-term,
interest-bearing negotiable certificates issued by banks or savings and loan
associations and savings banks against funds deposited in the issuing
institution.

TIME DEPOSITS. Time deposits are deposits in a bank or other financial
institution for a specified period of time at a fixed interest rate for which a
negotiable certificate is not received. Certain time deposits may be considered
illiquid.

BANKERS' ACCEPTANCES. A bankers' acceptance is a draft drawn on a commercial
bank by a borrower usually in connection with an international commercial
transaction (to finance the import, export, transfer or storage of goods). The
borrower is liable for payment as well as the bank, which unconditionally
guarantees to pay the draft at its face amount on the maturity date. Most
acceptances have maturities of six months or less and are traded in secondary
markets prior to maturity.

COMMERCIAL PAPER. Commercial paper refers to short-term, unsecured promissory
notes issued by corporations to finance short-term credit needs. Commercial
paper is usually sold on a discount basis and has a maturity at the time of
issuance not exceeding 270 days.

VARIABLE RATE, FLOATING RATE, OR VARIABLE AMOUNT SECURITIES. Variable rate,
floating rate, or variable amount securities are short-term unsecured promissory
notes issued by corporations to finance short-term credit needs. These are
interest-bearing notes on which the interest rate generally fluctuates on a
scheduled basis.

CORPORATE DEBT SECURITIES.  Debt issued by a corporation that
pays interest and principal to the holders at specified times.

ASSET-BACKED SECURITIES. Asset-backed securities are securities which represent
an undivided fractional interest in a trust whose assets generally consist of
mortgages, motor vehicle retail installment sales contracts, or other
consumer-based loans.


                                      B-11

<PAGE>


PARTICIPATION INTERESTS IN LOANS. A participation interest in a loan entitles
the purchaser to receive a portion of principal and interest payments due on a
commercial loan extended by a bank to a specified company. The purchaser of such
an interest has no recourse against the bank if payments of principal and
interest are not made by the borrower and generally relies on the bank to
administer and enforce the loan's terms.

INTERNATIONAL ORGANIZATION OBLIGATIONS. International organization obligations
include obligations of those organizations designated or supported by U.S. or
foreign government agencies to promote economic reconstruction and development
or international banking, and related government agencies. Examples include the
International Bank for Reconstruction and Development (the World Bank), the
European Coal and Steel Community, the Asian Development Bank, and the
InterAmerican Development Bank.

INFLATION-INDEXED SECURITIES. Fixed-income instruments of varying structures and
maturities whose returns are designed to track a specified inflation index over
the life of the instrument, by periodically adjusting the principal and/or
interest paid on the instrument to reflect changes in the specified inflation
index.


                                      B-12

<PAGE>

INVESTMENT POLICIES AND RISK CONSIDERATIONS

OPTIONS AND FUTURES

The Accounts may engage in options and futures strategies to the extent
permitted by the New York State Insurance Department and subject to SEC and
Commodity Futures Trading Commission ("CFTC") requirements. It is not the
intention of the Accounts to use options and futures strategies in a speculative
manner but rather to use them primarily as hedging techniques or for cash
management purposes.

OPTIONS. Option-related activities could include (1) the sale of covered call
option contracts, and the purchase of call option contracts for the purpose of a
closing purchase transaction; (2) the buying of covered put option contracts,
and the selling of put option contracts to close out a position acquired through
the purchase of such options; and (3) the selling of call option contracts or
the buying of put option contracts on groups of securities and on futures on
groups of securities and the buying of similar call option contracts or the
selling of put option contracts to close out a position acquired through a sale
of such options. This list of options-related activities is not intended to be
exclusive, and an Account may engage in other types of options transactions
consistent with its investment objective and policies and applicable law.

A call option is a short-term contract (generally having a duration of nine
months or less) which gives the purchaser of the option the right to purchase
the underlying security at a fixed exercise price at any time prior to the
expiration of the option regardless of the market price of the security during
the option period. As consideration for the call option, the purchaser pays the
seller a premium, which the seller retains whether or not the option is
exercised. As the seller of a call option, an Account has the obligation, upon
the exercise of the option by the purchaser, to sell the underlying security at
the exercise price at any time during the option period. The selling of a call
option benefits an Account if over the option period the underlying security
declines in value or does not appreciate above the aggregate of the exercise
price and the premium. However, the Account risks an "opportunity loss" of
profits if the underlying security appreciates above the aggregate value of the
exercise price and the premium.

An Account may close out a position acquired through selling a call option by
buying a call option on the same security with the same exercise price and
expiration date as the call option which it had previously sold on that
security. Depending on the premium for the call option purchased by the Account,
the Account will realize a profit or loss on the transaction. A put option

                                      B-13

<PAGE>

is a similar short-term contract that gives the purchaser of the option the
right to sell the underlying security at a fixed exercise price at any time
prior to the expiration of the option regardless of the market price of the
security during the option period. As consideration for the put option an
Account, as purchaser, pays the seller a premium, which the seller retains
whether or not the option is exercised. The seller of a put option has the
obligation, upon the exercise of the option by an Account, to purchase the
underlying security at the exercise price at any time during the option period.
The buying of a covered put contract limits the downside exposure for the
investment in the underlying security to the combination of the exercise price
less the premium paid. The risk of purchasing a put is that the market price of
the underlying stock prevailing on the expiration date may be above the option's
exercise price. In that case the option would expire worthless and the entire
premium would be lost.

An Account may close out a position acquired through buying a put option by
selling a put option on the same security with the same exercise price and
expiration date as the put option which it had previously bought on the
security. Depending on the premium of the put option sold by the Account, the
Account would realize a profit or loss on the transaction.

In addition to options (both calls and puts) on individual securities, there are
also options on groups of securities, such as the Standard & Poor's 100 Index
traded on the Chicago Board Options Exchange. There are also options on the
futures of groups of securities such as the Standard & Poor's 500 Stock Index
and the New York Stock Exchange Composite Index. The selling of such calls can
be used in anticipation of, or in, a general market or market sector decline
that may adversely affect the market value of an Account's portfolio of
securities. To the extent that an Account's portfolio of securities changes in
value in correlation with a given stock index, the sale of call options on the
futures of that index would substantially reduce the risk to the portfolio of a
market decline, and, by so doing, provides an alternative to the liquidation of
securities positions in the portfolio with resultant transaction costs. A risk
in all options, particularly the relatively new options on groups of securities
and on the futures on groups of securities, is a possible lack of liquidity.
This will be a major consideration before an Account deals in any option.

There is another risk in connection with selling a call option on a group of
securities or on the futures of groups of securities. This arises because of the
imperfect correlation between movements in the price of the call option on a
particular group of securities and the price of the underlying securities held
in the portfolio. Unlike a covered call on an individual security, where a large
movement on the upside for the call option will be

                                      B-14

<PAGE>

offset by a similar move on the underlying stock, a move in the price of a call
option on a group of securities may not be offset by a similar move in the price
of securities held due to the difference in the composition of the particular
group and the portfolio itself.

FUTURES. To the extent permitted by applicable regulatory authorities, an
Account may purchase and sell futures contracts on securities or other
instruments, or on groups or indexes of securities or other instruments. The
purpose of hedging techniques using financial futures is to protect the
principal value of an Account against adverse changes in the market value of
securities or instruments in its portfolio, and to obtain better returns on
future investments than actually may be available at the future time. Since
these are hedging techniques, the gains or losses on the futures contract
normally will be offset by losses or gains respectively on the hedged
investment. Futures contracts also may be offset prior to the future date by
executing an opposite futures contract transaction.

A futures contract on an investment is a binding contractual commitment which,
if held to maturity, will result in an obligation to make or accept delivery,
during a particular future month, of the securities or instrument underlying the
contract. By purchasing a futures contract--assuming a "long" position--an
Account legally will obligate itself to accept the future delivery of the
underlying security or instrument and pay the agreed price. By selling a futures
contract assuming a "short" position it legally will obligate itself to make the
future delivery of the security or instrument against payment of the agreed
price.

Positions taken in the futures markets are not normally held to maturity, but
are instead liquidated through offsetting transactions which may result in a
profit or a loss. While futures positions taken by an Account usually will be
liquidated in this manner, an Account may instead make or take delivery of the
underlying securities or instruments whenever it appears economically
advantageous to the Account to do so. A clearing corporation associated with the
exchange on which futures are traded assumes responsibility for closing-out
positions and guarantees that the sale and purchase obligations will be
performed with regard to all positions that remain open at the termination of
the contract.

A stock index futures contract, unlike a contract on a specific security, does
not provide for the physical delivery of securities, but merely provides for
profits and losses resulting from changes in the market value of the contract to
be credited or debited at the close of each trading day to the respective
accounts of the parties to the contract. On the contract's expiration date, a
final cash settlement occurs and the futures

                                      B-15

<PAGE>

positions simply are closed out. Changes in the market value of a particular
stock index futures contract reflect changes in the specified index of equity
securities on which the future is based.

Stock index futures may be used to hedge the equity investments of the Stock,
Global Equities, Growth, Equity Index, or Social Choice Accounts with regard to
market (systematic) risk (involving the market's assessment of overall economic
prospects), as distinguished from stock-specific risk (involving the market's
evaluation of the merits of the issuer of a particular security). By
establishing an appropriate "short" position in stock index futures, the Stock,
Global Equities, Growth, Equity Index or Social Choice Account may seek to
protect the value of its securities portfolio against an overall decline in the
market for equity securities. Alternatively, in anticipation of a generally
rising market, these Accounts can seek to avoid losing the benefit of apparently
low current prices by establishing a "long" position in stock index futures and
later liquidating that position as particular equity securities are in fact
acquired. To the extent that these hedging strategies are successful, these
Accounts will be affected to a lesser degree by adverse overall market price
movements, unrelated to the merits of specific portfolio equity securities, than
would otherwise be the case.

Unlike the purchase or sale of a security, no price is paid or received by an
Account upon the purchase or sale of a futures contract. Initially, the Account
will be required to deposit in a custodial account an amount of cash, United
States Treasury securities, or other permissible assets equal to approximately
5% of the contract amount. This amount is known as "initial margin." The nature
of initial margin in futures transactions is different from that of margin in
security transactions in that futures contract margin does not involve the
borrowing of funds by the customer to finance the transactions. Rather, the
initial margin is in the nature of a performance bond or good faith deposit on
the contract which is returned to the Account upon termination of the futures
contract assuming all contractual obligations have been satisfied. Subsequent
payments to and from the broker, called variation margin, will be made on a
daily basis as the price of the underlying stock index fluctuates making the
long and short positions in the futures contract more or less valuable, a
process known as "marking to the market." For example, when the Stock Account
has purchased a stock index futures contract and the price of the underlying
stock index has risen, that position will have increased in value, and the
Account will receive from the broker a variation margin payment equal to that
increase in value. Conversely, where the Stock Account has purchased a stock
index futures contract and the price of the underlying stock index has declined,
the position would be less valuable and the Stock Account would be required to

                                      B-16

<PAGE>

make a variation margin payment to the broker. At any time prior to expiration
of the futures contract, the Account may elect to close the position by taking
an opposite position which will operate to terminate the Account's position in
the futures contract. A final determination of variation margin is then made,
additional cash is required to be paid by or released to the Stock Account, and
the Account realizes a loss or a gain. All margin payments will be made to a
custodian in the broker's name.

The risks inherent in the purchase or sale of stock index futures are, in a
general sense, similar to the risks inherent in the purchase or sale of bond
index futures. A bond index assigns relative values to the bonds included in the
index. The index fluctuates with changes in the market values of those bonds
included, and the parties to the bond index futures contract agree to take or
make delivery of an amount of cash equal to a specified dollar amount times the
difference between the index value at the close of the last trading day of the
contract and the price at which the index future was originally written. No
physical delivery of the underlying bonds in the index is made.

There are several risks in connection with the use by an Account of a futures
contract as a hedging device. One risk arises because of the imperfect
correlation between movements in the prices of the futures contracts and
movements in the securities or instruments which are the subject of the hedge.
CREF will attempt to reduce this risk by engaging in futures transactions, to
the extent possible, where, in its judgment, there is a significant correlation
between changes in the prices of the futures contracts and the prices of an
Account's portfolio securities or instruments sought to be hedged.

Successful use of futures contracts by an Account for hedging purposes also is
subject to the user's ability to predict correctly movements in the direction of
the market. For example, it is possible that, where an Account has sold futures
to hedge its portfolio against declines in the market, the index on which the
futures are written may advance and the values of securities or instruments held
in the Account's portfolio may decline. If this occurred, the Account would lose
money on the futures and also experience a decline in value in its portfolio
investments. However, CREF believes that over time the value of the Account's
portfolio will tend to move in the same direction as the market indices which
are intended to correlate to the price movements of the portfolio securities or
instruments sought to be hedged. It also is possible that, for example, if the
Account has hedged against the possibility of the decline in the market
adversely affecting stocks held in its portfolio and stock prices increased
instead, the Account will lose part or all of the benefit of increased value of
those stocks that it has hedged because it will have offsetting losses in its
futures positions. In

                                      B-17

<PAGE>

addition, in such situations, if the Account has insufficient cash, it may have
to sell securities or instruments to meet daily variation margin requirements.
Such sales may be, but will not necessarily be, at increased prices which
reflect the rising market. The Account may have to sell securities or
instruments at a time when it may be disadvantageous to do so.

In addition to the possibility that there may be an imperfect correlation, or no
correlation at all, between movements in the futures contracts and the portion
of the portfolio being hedged, the prices of futures contracts may not correlate
perfectly with movements in the underlying security or instrument due to certain
market distortions. First, all transactions in the futures market are subject to
margin deposit and maintenance requirements. Rather than meeting additional
margin deposit requirements, investors may close futures contracts through
offsetting transactions which could distort the normal relationship between the
index and futures markets. Second, the margin requirements in the futures market
are less onerous than margin requirements in the securities market, and as a
result the futures market may attract more speculators than the securities
market does. Increased participation by speculators in the futures market also
may cause temporary price distortions. Due to the possibility of price
distortion in the futures market and also because of the imperfect correlation
between movements in the futures contracts and the portion of the portfolio
being hedged, even a correct forecast of general market trends by Investment
Management still may not result in a successful hedging transaction over a very
short time period.

The Accounts may also use futures contracts and options on futures contracts to
manage their cash flow more effectively. To the extent that an Account enters
into non-hedging positions, it will do so only in accordance with certain CFTC
exemptive provisions. Thus, pursuant to CFTC Rule 4.5, the aggregate initial
margin and premiums required to establish non-hedging positions in commodity
futures or commodity options contracts may not exceed five percent of the
liquidation value of each Account's portfolio, after taking into account
unrealized profits and unrealized losses on any such contracts it has entered
into (provided that the in-the-money amount of an option that is in-the-money
when purchased may be excluded in computing such five percent).

Options and futures transactions may increase an Account's transaction costs and
portfolio turnover rate and will be initiated only when consistent with its
investment objectives.

                                      B-18

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FIRM COMMITMENT AGREEMENTS AND PURCHASE OF "WHEN ISSUED" SECURITIES

The Accounts may enter into firm commitment agreements for the purchase of
securities on a specified future date. Thus, the Accounts may purchase, for
example, new issues of fixed-income instruments on a "when issued" basis,
whereby the payment obligation, or yield to maturity, or coupon rate on the
instruments may not be fixed at the time of the transaction. In addition, the
Accounts may invest in asset-backed securities on a delayed delivery basis. This
reduces the Accounts' risk of early repayment of principal, but exposes the
Accounts to some additional risk that the transaction will not be consummated.
When the Accounts enter into firm commitment agreements, liability for the
purchase price and the rights and risks of ownership of the securities accrue to
the Accounts at the time they become obligated to purchase such securities,
although delivery and payment occur at a later date. Accordingly, if the market
price of the security should decline, the effect of the agreement would be to
obligate the Accounts to purchase the security at a price above the current
market price on the date of delivery and payment. During the time the Accounts
are obligated to purchase such securities they will be required to segregate
assets (see "Segregated Accounts," page ).

PASS-THROUGH SECURITIES

The Accounts may invest in mortgage pass-through securities such as GNMA
certificates or FNMA and FHLMC mortgage-backed obligations, or modified
pass-through securities such as collateralized mortgage obligations issued by
various financial institutions. In connection with these investments, early
repayment of principal arising from prepayments of principal on the underlying
mortgage loans due to the sale of the underlying property, the refinancing of
the loan, or foreclosure may expose the Account to a lower rate of return upon
reinvestment of the principal. Prepayment rates vary widely and may be affected
by changes in market interest rates. In periods of falling interest rates, the
rate of prepayment tends to increase, thereby shortening the actual average life
of the mortgage-related security. Conversely, when interest rates are rising,
the rate of prepayment tends to decrease, thereby lengthening the actual average
life of the mortgage-related security. Accordingly, it is not possible to
accurately predict the average life of a particular pool. Reinvestment of
prepayments may occur at higher or lower rates than the original yield on the
certificates. Therefore, the actual maturity and realized yield on pass-through
or modified pass-through mortgage-related securities will vary based upon the
prepayment experience of the underlying pool of mortgages. For purposes of
calculating the average life of the assets of the relevant Account, the maturity
of each of these securities will be the average life of such securities based on

                                      B-19

<PAGE>

the most recent or estimated annual prepayment rate.

LENDING OF SECURITIES

Subject to investment restriction 11(a) on page B- (relating to loans of
portfolio securities), an Account may lend its securities to brokers and dealers
that are not affiliated with CREF, are registered with the Commission and are
members of the NASD, and also to certain other financial institutions. All loans
will be fully collateralized. In connection with the lending of its securities,
an Account will receive as collateral cash, securities issued or guaranteed by
the United States Government (i.e., Treasury securities), or other collateral
permitted by applicable law, which at all times while the loan is outstanding
will be maintained in amounts equal to at least 102% of the current market value
of the loaned securities, or such lesser percentage as may be permitted by the
New York State Insurance Department (not to fall below 100% of the market value
of the loaned securities), as reviewed daily. The Account lending its securities
will receive amounts equal to the interest or dividends paid on the securities
loaned and in addition will expect to receive a portion of the income generated
by the short-term investment of cash received as collateral or, alternatively,
where securities or a letter of credit are used as collateral, a lending fee
paid directly to the Account by the borrower of the securities. Such loans will
be terminable by the Account at any time and will not be made to affiliates of
CREF. CREF may terminate a loan of securities in order to regain record
ownership of, and to exercise beneficial rights related to, the loaned
securities, including but not necessarily limited to voting or subscription
rights, and may, in the exercise of its fiduciary duties, terminate a loan in
the event that a vote of holders of those securities is required on a material
matter. An Account may pay reasonable fees to persons unaffiliated with the
Account for services or for arranging such loans. Loans of securities will be
made only to firms deemed creditworthy. As with any extension of credit,
however, there are risks of delay in recovering the loaned securities, should
the borrower of securities default, become the subject of bankruptcy
proceedings, or otherwise be unable to fulfill its obligations or fail
financially.

REPURCHASE AGREEMENTS

Repurchase agreements have the characteristics of loans by an Account, and will
be fully collateralized (either with physical securities or evidence of book
entry transfer to the account of the custodian bank) at all times. During the
term of the repurchase agreement the Account retains the security subject to the
repurchase agreement as collateral securing the seller's repurchase obligation,
continually monitors the market value of the security subject to the agreement,
and requires the Account's

                                      B-20

<PAGE>

seller to deposit with the Account additional collateral equal to any amount by
which the market value of the security subject to the repurchase agreement falls
below the resale amount provided under the repurchase agreement. The Accounts
will enter into repurchase agreements only with member banks of the Federal
Reserve System, and with primary dealers in United States Government securities
or their wholly-owned subsidiaries whose creditworthiness has been reviewed and
found satisfactory by CREF and who have, therefore, been determined to present
minimal credit risk.

Securities underlying repurchase agreements will be limited to certificates of
deposit, commercial paper, bankers' acceptances, or obligations issued or
guaranteed by the United States Government or its agencies or instrumentalities,
in which the Account may otherwise invest.

If a seller of a repurchase agreement defaults and does not repurchase the
security subject to the agreement, the Account would look to the collateral
security underlying the seller's repurchase agreement, including the securities
subject to the repurchase agreement, for satisfaction of the seller's obligation
to the Account; in such event the Account might incur disposition costs in
liquidating the collateral and might suffer a loss if the value of the
collateral declines. In addition, if bankruptcy proceedings are instituted
against a seller of a repurchase agreement, realization upon the collateral may
be delayed or limited.

CURRENCY TRANSACTIONS

The value of the Accounts' assets as measured in United States dollars may be
affected favorably or unfavorably by changes in foreign currency exchange rates
and exchange control regulations, and the Accounts may incur costs in connection
with conversions between various currencies. To minimize the impact of such
factors on net asset values, the Accounts may engage in foreign currency
transactions in connection with their investments in foreign securities. These
transactions may also let us "lock in" exchange rates when buying or selling
foreign securities. The Accounts will not speculate in foreign currency
exchange, and will enter into foreign currency transactions only to "hedge" the
currency risk associated with investing in foreign securities. Although such
transactions tend to minimize the risk of loss due to a decline in the value of
the hedged currency, they also may limit any potential gain which might result
should the value of such currency increase.

The Accounts will conduct their currency exchange transactions either on a spot
(i.e., cash) basis at the rate prevailing in the currency exchange market, or
through forward contracts to purchase or sell foreign currencies. A forward
currency contract

                                      B-21

<PAGE>


involves an obligation to purchase or sell a specific currency at a future date,
which may be any fixed number of days from the date of the contract agreed upon
by the parties, at a price set at the time of the contract. These contracts are
entered into with large commercial banks or other currency traders who are
participants in the interbank market.

By entering into a forward contract for the purchase or sale of foreign currency
involved in an underlying security transaction, the Account is able to protect
itself against possible loss between trade and settlement dates for that
purchase or sale resulting from an adverse change in the relationship between
the U.S. dollar and such foreign currency. This practice is sometimes referred
to as "transaction hedging." In addition, when it appears that a particular
foreign currency may suffer a substantial decline against the U.S. dollar, an
Account may enter into a forward contract to sell an amount of foreign currency
approximating the value of some or all of its portfolio securities denominated
in such foreign currency. This practice is sometimes referred to as "portfolio
hedging." Similarly, when it appears that the U.S. dollar may suffer a
substantial decline against a foreign currency, an Account may enter into a
forward contract to buy that foreign currency for a fixed dollar amount. The
Accounts may also hedge their foreign currency exchange rate risk by engaging in
currency financial futures, options and "cross-hedge" transactions. In
"cross-hedge" transactions, an Account holding securities denominated in one
foreign currency will enter into a forward currency contract to buy or sell a
different foreign currency (one that generally tracks the currency being hedged
with regard to price movements). Such cross-hedges are expected to help protect
an Account against an increase or decrease in the value of the U.S. dollar
against certain foreign currencies.

The Accounts may hold a portion of their respective assets in bank deposits
denominated in foreign currencies, so as to facilitate investment in foreign
securities as well as protect against currency fluctuations and the need to
convert such assets into U.S. dollars (thereby also reducing transaction costs).
To the extent these monies are converted back into U.S. dollars, the value of
the assets so maintained will be affected favorably or unfavorably by changes in
foreign currency exchange rates and exchange control regulations.

The forecasting of short-term currency market movement is extremely difficult
and whether a short-term hedging strategy will be successful is highly
uncertain. Moreover, it is impossible to forecast with absolute precision the
market value of portfolio securities at the expiration of a foreign currency
forward contract. Accordingly, an Account may be required to buy or sell
additional currency on the spot market (and bear the expense of such
transaction) if its predictions regarding the

                                      B-22

<PAGE>

movement of foreign currency or securities markets prove inaccurate. In
addition, the use of cross-hedging transactions may involve special risks, and
may leave an Account in a less advantageous position than if such a hedge had
not been established. Because foreign currency forward contracts are privately
negotiated transactions, there can be no assurance that CREF will have
flexibility to roll-over the foreign currency forward contract upon its
expiration if it desires to do so. Additionally, there can be no assurance that
the other party to the contract will perform its obligations thereunder. There
is no express limitation on the percentage of an Account's assets that may be
committed to foreign currency exchange contracts. The Accounts will not enter
into foreign currency forward contracts or maintain a net exposure in such
contracts where the Account would be obligated to deliver an amount of foreign
currency in excess of the value of the Account's portfolio securities or other
assets denominated in that currency or, in the case of a cross-hedge
transaction, denominated in a currency or currencies that the Account's
investment adviser believes will correlate closely to the currency's price
movements. The Accounts generally will not enter into forward contracts with
terms longer than one year.

SWAP TRANSACTIONS

The Accounts may, to the extent permitted by the New York State Insurance
Department and the SEC, enter into privately negotiated "swap" transactions with
other financial institutions in order to take advantage of investment
opportunities generally not available in public markets. In general, these
transactions involve "swapping" a return based on certain securities,
instruments, or financial indices with another party, such as a commercial bank,
in exchange for a return based on different securities, instruments, or
financial indices.

By entering into swap transactions, an Account may be able to protect the value
of a portion of its portfolio against declines in market value. An Account may
also enter into swap transactions to facilitate implementation of allocation
strategies between different market segments or countries or to take advantage
of market opportunities which may arise from time to time. An Account may be
able to enhance its overall performance if the return offered by the other party
to the swap transaction exceeds the return swapped by the Account. However,
there can be no assurance that the return an Account receives from the
counterparty to the swap transaction will exceed the return it swaps to that
party.

While an Account will only enter into swap transactions with counterparties it
considers creditworthy (and will monitor the creditworthiness of parties with
which it enters into swap transactions), a risk inherent in swap transactions is
that the

                                      B-23

<PAGE>

other party to the transaction may default on its obligations under the swap
agreement. If the other party to the swap transaction defaults on its
obligations, CREF would be limited to contractual remedies under the swap
agreement. There can be no assurance that CREF will succeed when pursuing its
contractual remedies. To minimize an Account's exposure in the event of default,
the Accounts will usually enter into swap transactions on a net basis (i.e., the
parties to the transaction will net the payments payable to each other before
such payments are made). When an Account enters into swap transactions on a net
basis, the net amount of the excess, if any, of the Account's obligations over
its entitlements with respect to each such swap agreement will be accrued on a
daily basis and an amount of liquid assets having an aggregate market value at
least equal to the accrued excess will be segregated by the Account's custodian.
To the extent an Account enters into swap transactions other than on a net
basis, the amount segregated will be the full amount of the Account's
obligations, if any, with respect to each such swap agreement, accrued on a
daily basis. (See "Segregated Accounts" below.)

Swap agreements are considered to be illiquid by the SEC staff and will be
subject to the limitations on illiquid investments described on page B- .

To the extent that there is an imperfect correlation between the return an
Account is obligated to swap and the securities or instruments representing such
return, the value of the swap transaction may be adversely affected. An Account
therefore will not enter into a swap transaction unless it owns or has the right
to acquire the securities or instruments representative of the return it is
obligated to swap with the counterparty to the swap transaction. It is not the
intention of the Accounts to engage in swap transactions in a speculative manner
but rather primarily to hedge or manage the risks associated with assets held
in, or to facilitate the implementation of portfolio strategies of purchasing
and selling assets for, an Account's portfolio.

SEGREGATED ACCOUNTS

In connection with when-issued securities, firm commitment agreements, forward
purchases of foreign currencies and certain other transactions in which CREF
incurs an obligation to make payments in the future, CREF may be required to
segregate assets with its custodian bank in amounts sufficient to settle the
transaction. To the extent required, such segregated assets will consist of
liquid assets such as cash, United States Government securities or other
appropriate high grade debt obligations as may be permitted by law.

                                      B-24

<PAGE>

SPECIAL CONSIDERATIONS AFFECTING FOREIGN INVESTMENTS

As described more fully in the Prospectus, certain CREF Accounts may invest in
foreign securities including those in emerging markets. In addition to the
general risk factors discussed in the Prospectus, there are a number of country-
or region-specific risks and other considerations that may affect these
investments.

INVESTMENT IN EUROPE

   
The total European market (consisting of the European Union, the European Free
Trade Association and Eastern European countries) contains over 450 million
consumers, a market larger than either the United States or Japan. European
business compete both intra-regionally and globally in a wide range of
industries, and recent political and economic changes throughout Europe are
likely further to expand the role of Europe in the global economy. As a result,
a great deal of interest and activity has been generated aimed at understanding
and benefiting from the "new" Europe that may result. The incipient aspects of
major developments in Europe as well as other considerations means that 
there can be no guarantee that outcomes will be as anticipated or will have
results that investors would regard as favorable.

THE EUROPEAN UNION. The European Union ("EU") consists of Austria, Belgium,
Denmark, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg,
Netherlands, Portugal, Spain, Sweden, and the United Kingdom (the "EU Nations"),
with a total population exceeding 370 million. The EU Nations have undertaken to
establish, among themselves, a single market that is largely free of internal
barriers and hindrances to the free movement of goods, persons, services and
capital. Although it is difficult to predict when this goal will be fully
realized, macro and micro-economic adjustments already in train are indicative
of significant increases in efficiency and the ability of the EU Nations to
compete globally by simplifying product distribution networks, promoting
economies of scale, and increasing labor mobility, among other effects. The
establishment of the eleven country European Monetary Union, a subset of the
European Union countries, with its own central bank, the European Central Bank;
and its own currency, the Euro; and a single interest rate structure represents
a new economic entity, the Euro-area. While authority for monetary policy thus
shifts from national hands to an independent supranational body, sovereignty
elsewhere remains at the national level. Uncertainties with regard to balancing
of monetary policy against national fiscal and other political issues and their
extensive ramifications represent important risk considerations for investors in
these countries.
    

                                      B-25

<PAGE>

INVESTMENT IN THE PACIFIC BASIN

   
The economies of the Pacific Basin vary widely in their stages of economic
development. Some (such as Japan, Australia, Singapore, and Hong Kong) are
considered advanced by Western standards; others (such as Thailand, Indonesia,
and Malaysia are considered "emerging" -- rapidly shifting from natural resource
and agriculture based systems to more technologically advanced systems oriented
toward manufacturing and services. The major reform of China's economy and
polity continues to be an important stimulus to economic growth internally, and,
through trade, across the region. Intra-regional trade has become increasingly
important to a number of these economies. Japan, the second largest economy in
the world, is the dominant economy in the Pacific Basin, with one of the highest
per capita incomes in the world. Its extensive trade relationships also
contribute to expectations for regional and global economic growth. Economic
growth has historically been relatively strong in the region, but recent
economic turmoil among the emerging economies, and unmitigated recessionary
impulses in Japan in the recent past have raised important questions with regard
to prospective longer-term outcomes. Potential policy miscalculations or other
events could pose important risks to equity investors in any of these economies.
    

INVESTMENT IN CANADA

   
Canada, a country rich in natural resources and a leading industrial country of
the world, is by far the most important trading partner of the United States.
The U.S. and Canada have entered into the U.S.-Canada Free Trade Agreement
which, over a 10-year period from 1989, will remove trade barriers affecting all
important sectors of each country's economy. In addition, the U.S., Canada, and
Mexico have established the North American Free Trade Agreement ("NAFTA"), which
is expected to significantly benefit the economies of each of the countries
through the more rational allocation of resources and production over the
region. Uncertainty regarding the longer - run political structure of Canada is
an added risk to investors, along with weak commodity prices.
    

INVESTMENT IN LATIN AMERICA

   
Latin America (including Mexico and Central America) has a population of
approximately 455 million and is rich in natural resources. Important gains in
the manufacturing sector have developed in several of the major countries in the
region. A number of countries in the region have taken steps to reduce
impediments to trade, most notably through the NAFTA agreement, between the
U.S., Canada and Mexico and the Mercosur agreement between Argentina, Brazil,
Paraguay and Uruguay, with Chile as an associate member. Restrictions on
international capital 
    

                                      B-26

<PAGE>

   
flows, intermittent problems with capital flight, and some potential
difficulties in the repayment of external debt, however, remain important
concerns in the region -- exacerbating the risks in these equity markets. As a
result Latin American equity markets have been extremely volatile. Efforts to
restructure these economies through privatization, and fiscal and monetary
reform have been met with some success with gains in output growth, and slowing
rates of inflation. These efforts may result in attractive investment
opportunities. However, recent events have shown that large shifts in sentiment
in markets elsewhere on the globe may very quickly reverberate among these
markets, adding greater risk to already volatile markets. There can be no
assurance that attempted reforms will ultimately be successful or will bring
about results investors would regard as favorable.
    

OTHER REGIONS

There are developments in other regions and countries around the world which
could lead to additional investment opportunities. CREF will monitor these
developments and may invest when appropriate. The Stock Account already invests
in other regions.

OTHER INVESTMENT TECHNIQUES AND OPPORTUNITIES

CREF has been an industry leader in devising investment strategies for
retirement investing, including developing sophisticated research methods and
dividing a portfolio into segments, some designed to track the U.S. markets as a
whole and others that are actively managed and selected for their investment
potential.

The Accounts may take certain actions with respect to merger proposals, tender
offers, conversion of equity-related securities and other investment
opportunities with the objective of enhancing the portfolio's overall return,
irrespective of how these actions may affect the weight of the particular
securities in an Account's portfolio.

PORTFOLIO TURNOVER

The transactions engaged in by the Accounts are reflected in the Accounts'
portfolio turnover rates. The rate of portfolio turnover for each Account is
calculated by dividing the lesser of the amount of purchases or sales of
portfolio securities during the fiscal year by the monthly average of the value
of the Account's portfolio securities (excluding from the computation all
securities, including options, with maturities at the time of acquisition of one
year or less). A high rate of portfolio turnover generally involves
correspondingly greater brokerage commission expenses, which must be borne
directly by the Account 

                                      B-27

<PAGE>

and ultimately by the Account's Participants. However, because portfolio
turnover is not a limiting factor in determining whether or not to sell
portfolio securities, a particular investment may be sold at any time if
investment judgment or account operations make a sale advisable.

   
The Stock Account has no fixed policy with respect to portfolio turnover. In
general, however, this Account historically has maintained a portfolio turnover
rate that is low in comparison to most equity mutual funds. However, to the
extent that investment experience, changing economic conditions, or the
availability of transferability and cash distributions so require, this Account
may, consistent with its stated investment objective and policies, experience a
higher portfolio turnover rate. The Stock Account's portfolio turnover rates for
1998 and 1997 were ____% and ____%, respectively.

The Global Equities Account has no fixed policy on portfolio turnover. The
portfolio turnover rates for that Account for 1998 and 1997 were % and %,
respectively.

The Growth Account has no fixed policy on portfolio turnover. The portfolio
turnover rates for that Account for 1998 and 1997 were ____% and ____%,
respectively.

The Equity Index Account has no fixed policy on portfolio turnover. The
portfolio turnover rates for that Account for 1998 and 1997 were ____% and
____%, respectively.

The Bond Market Account is expected to experience a higher portfolio turnover
rate when interest rates are volatile and CREF restructures the portfolio to
conserve capital or to secure higher returns. Turnover level could be relatively
low during periods when interest rates are stable. The portfolio turnover rates
for the Bond Market Account in 1998 and 1997 were ____% and _____%,
respectively. These rates result in part from using a technique called "mortgage
rolls", which involves the purchase and sale of delayed-delivery mortgage
securities.

The Inflation-Linked Bond Account has no fixed policy on portfolio turnover. The
portfolio turnover rates for the Account in 1998 and 1997 (from May 1 to
December 31) were _____% and ______%, respectively.

The Social Choice Account has no fixed policy on portfolio turnover. The
portfolio turnover rates for that Account in 1998 and 1997 were ____% and ____%,
respectively.
    

No portfolio turnover rate is calculated for the Money Market Account due to the
short maturities of the instruments purchased.

Because a higher portfolio turnover rate will increase brokerage

                                      B-28

<PAGE>


costs to the Accounts, each Account will carefully weigh the added costs of
short-term investment against the gains anticipated from such transactions.

VALUATION OF ASSETS

The assets of each Account are valued as of the close of each valuation day.

THE STOCK ACCOUNT

Investments for which market quotations are readily available are valued at the
market value of such investments, which is determined as follows:

         Equity securities listed or traded on the New York Stock Exchange or
         the American Stock Exchange are valued based on their last sale price
         on such exchange on the date of valuation, or at the mean of the
         closing bid and asked prices if no sale is reported. Equity securities
         which are listed or traded on any other exchange are valued in a
         comparable manner on the principal exchange where traded.

         Equity securities traded in the United States over-the-counter market
         are valued based on the last sale price on the date of valuation for
         NASDAQ National Market System securities, or at the mean of the closing
         bid and asked prices if no sale is reported. Other U.S.
         over-the-counter equity securities are valued at the mean of the
         closing bid and asked prices.

         Investments traded on a foreign exchange or in foreign markets are
         valued at the closing values of such securities as of the date of
         valuation under the generally accepted valuation method in the country
         where traded, converted to U.S. dollars at the prevailing rates of
         exchange on the date of valuation. Since the trading of investments on
         a foreign exchange or in foreign markets is normally completed before
         the end of a valuation day, such valuation does not take place
         contemporaneously with the determination of the valuation of certain
         other investments held by these Accounts. If events materially
         affecting the value of foreign investments (as determined in our sole
         discretion) occur between the time when their price is determined and
         the time the Account's net asset value is calculated, such investments
         will be valued at fair value as determined in good faith by the Finance
         Committee of the Board and in accordance with the responsibilities of
         the Board as a whole.

         Equity securities traded in the United States may also be

                                      B-29

<PAGE>


         valued at fair value as determined in good faith by the Finance
         Committee of the Board if events materially affecting the value of a
         domestic investment (as determined in our sole discretion) occur
         between the time when its price is determined and the time the
         Account's net asset value is calculated.

To the extent the Stock Account owns debt instruments (including money market
instruments), they will be valued in accordance with the procedures set forth
for such instruments for the Bond Market Account (described below).

THE GLOBAL EQUITIES, GROWTH AND EQUITY INDEX ACCOUNTS

Equity securities for the Global Equities, Growth and Equity Index Accounts are
valued in accordance with the procedures followed by the Stock Account for those
securities. To the extent the Global Equities, Growth and Equity Index Accounts
own

debt instruments (including money market instruments), they will be valued in
accordance with the procedures set forth for such instruments for the Bond
Market Account (described below).

THE BOND MARKET ACCOUNT

For the Bond Market Account, fixed-income securities (including money market
instruments) for which market quotations are readily available are valued based
on the most recent bid price or the equivalent quoted yield for such securities
(or those of comparable maturity, quality and type). Values for money market
instruments with maturities of one year or less will be obtained from either one
or more of the major market makers or from one or more of the financial
information services for the securities to be valued. For securities with
maturities longer than one year, these values will be derived utilizing an
independent pricing service when such prices are believed to reflect the fair
value of these securities. To the extent the Bond Market Account owns any equity
or foreign securities, they will be valued in accordance with the procedures
followed by the Stock Account for those securities, as described on page B- . We
use an independent pricing service to value securities with maturities longer
than one year, except when we believe prices don't accurately reflect the
security's fair value.

THE INFLATION-LINKED BOND ACCOUNT

For the Inflation-Linked Bond Account, debt instruments (including money market
instruments) are valued in accordance with the procedures set forth for the Bond
Market Account (described above). To the extent the Inflation-Linked Bond
Account owns any equity or foreign securities, they will be valued in accordance
with the procedures followed by the Stock

                                      B-30

<PAGE>


Account for those securities, as described on page B- . We use an independent
pricing service to value securities with maturities longer than one year, except
when we believe prices don't accurately reflect the security's fair value.

THE SOCIAL CHOICE ACCOUNT

For the Social Choice Account, equity securities are valued in accordance with
the procedures followed by the Stock Account for those securities. Those
procedures are described on page B- . Debt instruments (including money market
instruments) are valued in accordance with the procedures set forth for the Bond
Market Account (described above).

THE MONEY MARKET ACCOUNT

Except as set forth above, money market instruments for which market quotations
are readily available are valued based on the most recent bid price or the
equivalent quoted yield for such securities (or those of comparable maturity,
quality, and type) obtained from either one or more of the major market-makers
or from one or more of the financial information services for the securities to
be valued. Short-term money market instruments with a remaining maturity of 60
days or less are valued on an amortized cost basis; provided, however, that if
the valuation determined using the amortized cost method for such securities is
materially different from the actual market value, then such short-term money
market instruments will be valued at market value. Under the amortized cost
method of valuation, the security is initially valued at cost on the date of
purchase (or, in the case of securities purchased with more than 60 days
remaining to maturity, the market value on the 61st day prior to maturity), and
thereafter a constant proportionate amortization in value until maturity of the
discount or premium is assumed.

INVESTMENTS FOR WHICH MARKET QUOTATIONS ARE NOT READILY AVAILABLE

Portfolio securities or other assets for which market quotations are not readily
available will be valued at fair value as determined in good faith under the
direction of the Finance Committee of the Board and in accordance with the
responsibilities of the Board as a whole. (see "Management," page B- .

OPTIONS

Portfolio investments underlying options are valued as described above. Stock
options written by the Stock, Global Equities, Growth, Equity Index, and Social
Choice Accounts are valued at the last quoted sale price, or at the closing bid
price if no sale is reported for the day of valuation as determined on the
principal exchange on which the option is traded. The value of 

                                      B-31

<PAGE>


the Stock, Global Equities, Growth, Equity Index, and Social Choice Accounts'
net assets will be increased or decreased by the difference between the premiums
received on writing options and the costs of liquidating such positions measured
by the closing price of the options on the date of valuation.

For example, when an Account writes a call option, the amount of the premium is
included in the Account's assets and an equal amount is included in its
liabilities. The liability thereafter is adjusted to the current market value of
the call. Thus, if the current market value of the call exceeds the premium
received, the excess would be unrealized depreciation; conversely, if the
premium exceeds the current market value, such excess would be unrealized
appreciation. If a call expires or if the Account enters into a closing purchase
transaction it realizes a gain (or a loss if the cost of the transaction exceeds
the premium received when the call was written) without regard to any unrealized
appreciation or depreciation in the underlying securities, and the liability
related to such call is extinguished. If a call is exercised, the Account
realizes a gain or loss from the sale of the underlying securities and the
proceeds of the sale increased by the premium originally received.

A premium paid on the purchase of a put will be deducted from an Account's
assets and an equal amount will be included as an investment and subsequently
adjusted to the current market value of the put. For example, if the current
market value of the put exceeds the premium paid, the excess would be unrealized
appreciation; conversely, if the premium exceeds the current market value, such
excess would be unrealized depreciation. Stock and bond index futures, and
options thereon, which are traded on commodities exchanges, are valued at their
last sale prices as of the close of such commodities exchanges.


                                      B-32

<PAGE>

MANAGEMENT

CREF OVERSEERS, TRUSTEES AND OFFICERS

The names of the Overseers, Trustees and certain officers of CREF and
information about their positions with CREF and their principal occupations
during the past five years are shown below.

<TABLE>
<CAPTION>
   
CREF BOARD OF OVERSEERS*                    AGE      PRINCIPAL OCCUPATIONS DURING PAST 5 YEARS
- ------------------------                    ---      -----------------------------------------

<S>                                         <C>      <C>
Lucius J. Barker                            70       William Bennett Munro Professor of
Department of Political Science                      Political Science, Stanford University.
Stanford University                                  Chairperson, Department of Political
Stanford, California 94305                           Science, Stanford University, from 1993
                                                     to 1996.

William G. Bowen                            65       President, The Andrew W. Mellon
The Andrew W. Mellon Foundation                      Foundation.
140 East 62nd Street
New York, New York 10021

Stanley O. Ikenberry                        63       President, American Council on Education,
American Council on Education                        since 1996.  Regent Professor and
One Dupont Circle                                    President Emeritus, University of Illinois
Washington, D.C. 20036                               since 1995.  Formerly, President,
                                                     University of Illinois.

Gertrude G. Michelson                       73       Retired since 1992.  Formerly, Senior
R.H. Macy & Co., Inc.                                Vice President, R.H. Macy & Co., Inc.,
151 West 34th Street                                 Senior Advisor, R.H. Macy & Co., Inc.,
New York, New York 10001-2124                        from 1992 to 1994.

Paul A. Volcker                             71       Frederick H. Schultz Professor Emeritus
610 Fifth Avenue                                     of International Economic Policy,
Suite 420                                            Princeton University, since 1997.  Henry
New York, New York 10020                             Kaufman Visiting Professor, Leonard N.
                                                     Stern School of Business, New York
                                                     University, since 1998.  Formerly,
                                                     Chairman, Federal Reserve Board.

Clifton R. Wharton, Jr.                     72       Formerly, Chairman and Chief Executive
TIAA-CREF                                            Officer of TIAA and CREF.  Former U.S.
730 Third Avenue                                     Deputy Secretary of State.
New York, New York 10017-3206
</TABLE>

    
- -------------
*Also members of TIAA Board of Overseers.

                                      B-33

<PAGE>

<TABLE>
<CAPTION>
   

TRUSTEES OF CREF                            AGE      PRINCIPAL OCCUPATIONS DURING PAST 5 YEARS
- ----------------                            ---      -----------------------------------------

<S>                                         <C>      <C>
Robert H. Atwell                            68       President Emeritus, American Council on
447 Bird Key Drive                                   Education and Senior Consultant to A.T.
Sarasota, Florida 34236                              Kearney, since 1996.  Formerly, President,
                                                     American Council on Education.

Elizabeth E. Bailey (1)                     60       John C. Hower Professor of Public Policy
The Wharton School                                   and Management, The Wharton School,
University of Pennsylvania                           University of Pennsylvania.
Suite 3100
Steinberg-Dietrich Hall
Philadelphia, Pennsylvania
19104-6372

Joyce A. Fecske (1)                         52       Vice President Emerita, DePaul University,
4800 South Karlov Avenue                             since 1994.  Formerly, Vice President for
Chicago, Illinois 60632-4124                         Human Resources, DePaul University.

Edes P. Gilbert                             67       Consultant, Independent Education
Independent Education Services                       Services since 1998.  Previously, Head,
49 East 78th Street, Suite 4A                        The Spence School.
New York, New York 10021

Stuart Tse Kong Ho (3)                      63       Chairman and President, Capital Investment
Capital Investment of Hawaii,                        of Hawaii, Inc.  Chairman, Gannett
Inc.                                                 Pacific Corporation.
Suite 1700
733 Bishop Street
Honolulu, Hawaii 96813

Nancy L. Jacob (2)                          56       President and Managing Partner,
Windermere Investment Associates                     Windermere Investment Associates, since
Suite 925                                            January 1997.  Formerly, Chairman and
121 S.W. Morrison Street                             Chief Executive Officer, CTC Consulting,
Portland, Oregon 97204                               Inc., and Executive Vice President, U.S.
                                                     Trust of the Pacific Northwest.
</TABLE>
    
- ------------
    (1)      Member of Executive Committee
    (2)      Member of Finance Committee
    (3)      Member of Executive and Finance Committees


                                      B-34

<PAGE>
<TABLE>
<CAPTION>
   
TRUSTEES OF CREF                            AGE      PRINCIPAL OCCUPATIONS DURING PAST 5 YEARS
- ----------------                            ---      -----------------------------------------

<S>                                        <C>       <C>                                     
Marjorie Fine Knowles (2)                   59       Professor of Law, Georgia State
College of Law                                       University College of Law.
Georgia State University
P.O. Box 4037
Atlanta, Georgia 30303-4037

Jay O. Light (2)                            57       Professor of Business Administration,
Harvard Business School                              Harvard University Graduate School of
Harvard University                                   Business Administration.
Morgan Hall 489
Soldiers Field
Boston, Massachusetts 02163

Bevis Longstreth (2)                        65       Of Counsel, Debevoise & Plimpton, since
Debevoise & Plimpton                                 1998.  Formerly, Partner, Debevoise &
875 Third Avenue                                     Plimpton.  Adjunct Professor of Law,
New York, New York  10022-6225                       Columbia University.

Robert M. Lovell, Jr. (2)                   68       Founding Partner, First Quadrant L.P.
First Quadrant Corp.                                 Formerly, Chairman and Chief Executive
100 Campus Drive, Suite 230                          Officer, First Quadrant Corp.
P.O. Box 939
Florham Park, New Jersey 07932-0939

Stephen A. Ross (2)                         55       Franco Modigliani Professor of Finance
Sloan School of Management                           and Management, Sloan School of
Massachusetts Institute                              Management, Massachusetts Institute
of Technology                                        of Technology.  Co-Chairman, Roll & Ross
77 Massachusetts Avenue                              Asset Management Corp.
Cambridge, Massachusetts 02139

Eugene C. Sit (3)                           60       Chairman, Chief Executive, and Chief
Sit Investment Associates, Inc.                      Investment Officer, Sit Investment
4600 Norwest Center                                  Associates, Inc., and Sit-Kim
90 South Seventh Street                              International Investment Associates, Inc.
Minneapolis, Minnesota 55402-4130

Maceo K. Sloan (2)                          49       Chairman, President, and Chief Executive
NCM Capital Management Group, Inc.                   Officer, Sloan Financial Group, Inc., and
Suite 400                                            NCM Capital Management Group, Inc.
103 West Main Street
Durham, North Carolina 27701-3638
</TABLE>
    
- ------------
    (1)      Member of Executive Committee
    (2)      Member of Finance Committee
    (3)      Member of Executive and Finance Committees


                                      B-35

<PAGE>
<TABLE>
<CAPTION>
   
TRUSTEES OF CREF                            AGE      PRINCIPAL OCCUPATIONS DURING PAST 5 YEARS
- ----------------                            ---      -----------------------------------------

<S>                                        <C>      <C>
David K. Storrs (2)                         54       President and Chief Executive Officer,
Alternative Investment                               Alternative Investment Group, L.L.C.,
Group, L.L.C.                                        since August 1996.  Adviser to the
65 South Gate Lane                                   President, The Common Fund, from January
Southport, Connecticut 06490                         1996 to October 1996.  President and Chief
                                                     Executive Officer, The Common Fund, from
                                                     1993 to 1996. Formerly, Executive Vice
                                                     President, The Common Fund.

Robert W. Vishny (3)                        40       Eric J. Gleacher Professor of Finance,
University of Chicago                                University of Chicago, Graduate School
Graduate School of Business                          of Business, since 1993.  Founding
1101 East 58th Street                                Partner, LSV Asset Management.
Chicago, Illinois 60637

OVERSEER-OFFICER-TRUSTEE**

John H. Biggs (3)                           62       Chairman and Chief Executive Officer, CREF
                                                     and TIAA, since 1993. President, CREF and
                                                     TIAA, since 1997. President and Chief
                                                     Operating Officer, CREF and TIAA, 1989 to
                                                     1993. Trustee, TIAA-CREF
                                                     Mutual Funds, since 1997.

OFFICER-TRUSTEE**

Martin L. Leibowitz (3)                     62       Vice Chairman and Chief Investment
                                                     Officer, CREF and TIAA, since 1995.
                                                     Trustee, President and Chief Executive
                                                     Officer, TIAA-CREF Investment Management,
                                                     LLC ("Investment Management"), Director,
                                                     President and Chief Executive Officer,
                                                     Teachers Advisors, Inc. ("Advisors") and
                                                     Executive Vice President, Chief Investment
                                                     Officer, TIAA Separate Account VA-1, since
                                                     1995.  Trustee and Chief Investment
                                                     Officer, TIAA-CREF Mutual Funds, since
                                                     1997.  Executive Vice President, CREF and
                                                     TIAA, from June 1995 to November 1995.
                                                     Formerly, Managing Director-Director of
                                                     Research and a Member of the Executive
                                                     Committee, Salomon Brothers, Inc.
</TABLE>
    
Messrs. Biggs, Leibowitz and Longstreth are deemed "interested persons" of
CREF within the meaning of the Investment Company Act of 1940.

- ------------
**  The address for all CREF Officers is 730 Third Avenue, New York, New York
    10017-3206.
(1) Member of Executive Committee
(2) Member of Finance Committee
(3) Member of Executive and Finance Committees


                                      B-36

<PAGE>
<TABLE>
<CAPTION>
   
OTHER OFFICERS**                            AGE      PRINCIPAL OCCUPATIONS DURING PAST 5 YEARS
- ----------------                            ---      -----------------------------------------

<S>                                         <C>      <C>
Richard J. Adamski                          57       Vice President and Treasurer, CREF and
                                                     TIAA, since 1991.  Vice President and
                                                     Treasurer, Investment Management, TIAA-
                                                     CREF Individual & Institutional Services,
                                                     Inc. ("Services"), since 1992, Teachers
                                                     Personal Investors Services, Inc. ("TPIS")
                                                     and Advisors, since 1994, and TIAA-CREF
                                                     Mutual Funds since 1997, Vice President
                                                     and Treasurer, TIAA-CREF Life Insurance
                                                     Company ("TIAA-CREF Life"), since 1998.

Richard L. Gibbs                            52       Executive Vice President, CREF, TIAA,
                                                     Investment Management and Services, since
                                                     1993, Advisors since 1994 and TIAA-CREF
                                                     Mutual Funds since 1997.  Vice President,
                                                     Investment Management and Services, from
                                                     1992 to 1993.  Director, Executive Vice
                                                     President, and Chief Financial Officer,
                                                     TIAA-CREF Life, since 1998.  Formerly,
                                                     Vice President, Finance, CREF and TIAA.

E. Laverne Jones                            50       Vice President and Corporate Secretary,
                                                     CREF and TIAA.
</TABLE>

    
- ------------
**  The address for all CREF Officers is 730 Third Avenue, New York, New York
    10017-3206

COMPENSATION OF CREF TRUSTEES

   
In 1998, the basic annual stipend for trustees who are not officers of CREF
("non-officer trustees") was $25,000; non-officer trustees were also paid $1,500
for each board and committee meeting attended. In addition, non-officer trustees
who serve as chairpersons of committees receive an additional annual stipend of
$3,000. Trustees who are active officers of CREF or TIAA do not receive any
additional compensation for their services as trustees.

CREF has a long-term performance deferred compensation plan for non-employee
trustees. Under this unfunded plan, annual contributions equal to half the
amount of the basic annual trustee stipend are allocated to notional CREF and
TIAA accounts, in predetermined percentages. Benefits will normally be paid in a
lump sum after the trustee leaves the board. Pursuant to a separate deferred
compensation plan, non-employee trustees also have the option to defer payment
of their basic stipend and allocate it to notional TIAA and CREF accounts chosen
by the individual trustee. Benefits under that plan are also normally paid in a
lump sum after the trustee leaves the board.

The following table discloses the aggregate compensation received from CREF and
the TIAA-CREF fund complex for each non-officer trustee for the year ended
December 31, 1998. The TIAA-CREF fund complex consists of four investment
companies: CREF, TIAA Separate Account VA-1, TIAA-CREF Life Funds, and TIAA-CREF
Mutual Funds.
    

                                      B-37
<PAGE>
<TABLE>
<CAPTION>
   

                                                                 LONG TERM PERFORMANCE          
                                      AGGREGATE                  DEFERRED COMPENSATION             TOTAL COMPENSATION
                                  COMPENSATION FROM                  CONTRIBUTION                     FROM TIAA-CREF
NAME                                    CREF                   AS PART OF CREF EXPENSES                FUND COMPLEX

<S>                                    <C>                              <C>                               <C>    
Robert H. Atwell                       $48,700                          $12,423                           $49,000
Elizabeth E. Bailey                    $51,713                          $12,431                           $52,000
Gary P. Brinson                        $38,260                          $12,422                           $38,500
Joyce A. Fecske                        $48,708                          $12,425                           $49,000
Edes P. Gilbert                        $45,753                          $12,433                           $46,000
Stuart Tse Kong Ho                     $42,746                          $12,426                           $43,000
Nancy L. Jacob                         $39,773                          $12,429                           $40,000
Marjorie Fine Knowles(1)               $48,722                          $12,429                           $49,000
Jay O. Light                           $39,749                          $12,421                           $40,000
Bevis Longstreth                       $42,744                          $12,425                           $43,000
Robert M. Lovell, Jr.(1)               $45,737                          $12,428                           $46,000
Stephen A. Ross(1)                     $41,245                          $12,423                           $41,500
Eugene C. Sit                          $48,706                          $12,425                           $49,000
Maceo K. Sloan                         $45,737                          $12,428                           $46,000
David K. Storrs                        $47,230                          $12,429                           $47,500
Robert W. Vishny                       $47,219                          $12,426                           $47,500
</TABLE>


(1)      This compensation, or a portion of it, was not actually paid based on
         prior election of trustee to defer receipt of payment in accordance
         with the provisions of deferred compensation plans for non-officer
         trustees. Excluding this year's deferral, a total of $2,315,377 has
         been deferred for prior years' service, including interest
         through-year-end 1997 for all current trustees who had elected to defer
         their compensation.
    

                                      B-38

<PAGE>

INVESTMENT ADVISORY AND RELATED SERVICES

Investment advisory services and related services for the Accounts are provided
on an at-cost basis by personnel of TIAA-CREF Investment Management, LLC
("Investment Management"). Investment Management is a nonprofit subsidiary of
TIAA, CREF's companion organization, and is registered as an investment adviser
under the Investment Advisers Act of 1940. Investment Management manages the
investment and reinvestment of the assets of each Account, subject to the
direction and control of the Finance Committee of the Board of Trustees and in
accordance with the responsibilities of the Board as a whole. The advisory
personnel of Investment Management perform all research, make recommendations,
and place orders for the purchase and sale of securities. Investment Management
also provides for all portfolio accounting, custodial and related services for
the assets of each Account.

   
As described in the Prospectus, a daily deduction from the net assets of each
Account is made at an annual rate of .__% for the Stock Account, .__% for the
Global Equities Account, .__% for the Growth Account, .__% for the Equity Index
Account, .__% for the Bond Market Account, .__% for the Inflation-Linked Bond
Account, .__% for the Social Choice Account, and .__% for the Money Market
Account, for expenses related to the management of the assets of the Accounts.
The total dollar amounts of expenses for the Stock Account attributable to these
services during 1998, 1997, and 1996 were $111,037,875, $78,247,519, and
$61,960,030, respectively. During 1998, 1997 and 1996, the total dollar amounts
of expenses for the Global Equities Account were $9,600,739, $7,653,693 and
$5,168,905, respectively. During 1998, 1997, and 1996, the total dollar amounts
of expenses for the Growth Account were $8,434,363, $4,314,919, and $2,134,334,
respectively. During 1998, 1997 and 1996, the total dollar amounts of expenses
for the Equity Index Account were $1,920,671, $1,120,769, and $495,305,
respectively. During 1998, 1997 and 1996, the total dollar amounts of expenses
for the Bond Market Account were $1,726,863, $797,515, and $656,539,
respectively. During 1998 and 1997 (May 1 to December 31), the total dollar
amount of expenses for the Inflation-Linked Bond Account were $116,806 and
$56,096. During 1998, 1997 and 1996, the total dollar amounts of expenses for
the Social Choice Account were $2,085,591, $1,379,951 and $976,893,
respectively. During 1998, 1997 and 1996, the total dollar amounts of expenses
for the Money Market Account were $3,085,591, $1,883,711 and $2,597,014,
respectively.

CREF also deducts a mortality and expense risk charge totalling .005% from the
net assets of each account for guaranteeing that CREF participants transferring
funds to TIAA for the immediate
    

                                      B-39

<PAGE>

   
purchase of lifetime payout annuities will not be charged more than the rate
stipulated in the CREF Certificate.
    

CUSTODY OF PORTFOLIO

The custodians for the assets of the Accounts are as follows:

   
STOCK, GLOBAL EQUITIES, GROWTH, AND EQUITY INDEX ACCOUNTS. Bankers Trust
Company, 130 Liberty Street, New York, New York 10006, acts as the custodian for
all of these accounts' domestic assets. It also acts as custodian for certain
Japanese securities through subcustodial arrangements. The Chase Manhattan Bank,
4 Chase MetroTech Center, Brooklyn, New York 11245 is responsible for the
custody of all foreign securities and other foreign assets, other than those
held by Bankers Trust. These securities are held in foreign branches of The
Chase Manhattan Bank or in the sub-custody of either foreign banks or trust
companies that are members of The Chase Manhattan Bank's global custody network
or foreign depositories used by such members.
    

       

   
BOND MARKET ACCOUNT. The Bank of New York, One Wall Street, New York, New York
10286 acts as the custodian for all assets of the Bond Market Account.

INFLATION-LINKED BOND ACCOUNT. The Bank of New York, One Wall Street, New York,
New York 10286 acts as the custodian for all assets of the Inflation-Linked Bond
Account.

SOCIAL CHOICE ACCOUNT. The Bank of New York, One Wall Street, New York, New York
10286 acts as the custodian for the bonds and money market instruments held by
the Social Choice Account. Bankers Trust Company, 130 Liberty Street, New York,
New York 10006, acts as the custodian for the equities held by the Social
Choice Account.
    

MONEY MARKET ACCOUNT. Bank of New York, One Wall Street, New York, New York
10286 acts as the custodian for all assets of the Money Market Account.

AUDITORS

Ernst & Young LLP, 787 Seventh Avenue, New York, New York 10019 serves as CREF's
independent auditors and, in that regard, provides general auditing services for
CREF.

BROKERAGE ALLOCATION

Investment Management is responsible for decisions to buy and sell securities
for the Accounts as well as for selecting brokers and, where applicable,
negotiating the amount of the commission rate paid. It is Investment
Management's intention to place

                                      B-40

<PAGE>

brokerage orders with the objective of obtaining the best price, execution and
available data. When purchasing or selling securities traded on the
over-the-counter market, Investment Management generally will execute the
transaction with a broker engaged in making a market for such securities. When
Investment Management deems the purchase or sale of a security to be in the best
interests of more than one Account, it may, consistent with its fiduciary
obligations, aggregate the securities to be sold or purchased. When Investment
Management deems the purchase or sale of a security to be in the best interests
of an account, its personnel also may, consistent with their fiduciary
obligations, decide to buy or sell a security for that account at the same time
as for (i) TIAA Separate Account VA-1 or TIAA-CREF Mutual Funds which they may
also be managing on behalf of Teachers Advisors, Inc., an investment adviser
also affiliated with TIAA, or (ii) any other investment company whose assets
Investment Management may be managing. In those events, allocation of the
securities purchased or sold, as well as the expenses incurred in the
transaction, will be made in an equitable manner.

Domestic brokerage commissions are negotiated, as there are no standard rates.
All brokerage firms provide the service of execution of the order made; some
brokerage firms also provide research and statistical data, and research reports
on particular companies and industries are customarily provided by brokerage
firms to large investors. In negotiating commissions, consideration is given by
Investment Management to the quality of execution provided and to the use and
value of the data. The valuation of such data may be judged with reference to a
particular order or, alternatively, may be judged in terms of its value to the
overall management of the Accounts. Currently, some foreign brokerage
commissions are fixed under the local law and practice. There is, however, an
ongoing trend to adopt a new system of negotiated commissions in many countries.

Transactions in fixed-income instruments with dealers generally involve spreads
rather than commissions. That is, the dealer generally functions as a principal,
generating income from the spread between the dealer's purchase and sales
prices, rather than as a broker, charging a proportional or fixed fee.

Investment Management will place orders with brokers providing useful research
and statistical data services if reasonable commissions can be negotiated for
the total services furnished even though lower commissions may be available from
brokers not providing such services. Investment Management follows guidelines
established by CREF for the placing of orders with brokers providing such
services.

                                      B-41

<PAGE>

   
In 1998, the aggregate amount of brokerage commissions paid by the Stock, the
Global Equities, and the Growth Accounts to such brokers as a result of such
allocations was $32,801,071, $8,628,280 and $3,185,444, respectively. Research
or services obtained for one Account may be used by Investment Management in
managing the other Accounts. In such circumstances, the expenses incurred will
be allocated in an equitable manner consistent with Investment Management's
fiduciary obligations to the other Accounts.
    

Research or services obtained for TIAA Separate Account VA-1 or TIAA-CREF Mutual
Funds may be used by personnel of Teachers Advisors, Inc. who also manage the
CREF Accounts for Investment Management. In such circumstances, the expenses
incurred will be allocated in an equitable manner consistent with the fiduciary
obligations of personnel of Teachers Advisors, Inc.

   
The aggregate amount of brokerage commissions paid by the Stock Account during
1998, 1997, and 1996 was $62.1 million, $40.5 million and $40.9 million,
respectively. The aggregate amount of brokerage commissions paid by the Global
Equities Account in 1998, 1997 and 1996 was $12.5 million, $10.5 million and
$7.9 million, respectively. The aggregate amount of brokerage commissions paid
by the Growth Account in 1998, 1997 and 1996 was $6.9 million, $2.9 million and
$1.4, respectively. The aggregate amount of brokerage commissions paid by
the Equity Index Account in 1998, 1997, and 1996 was $244,823, $179,756, and
$172,127, respectively. The aggregate amount of brokerage commissions paid by
the Social Choice Account in 1998, 1997 and 1996 was $112,476 $25,648 and
$61,844, respectively. No brokerage commissions were paid by the Money Market
Account, the Bond Market Account, or the Inflation-Linked Bond Account during
1998, 1997 or 1996.

During 1998 the CREF Accounts acquired securities of certain of their regular
brokers or dealers or their parents, where the parent derives more than 15% of
its total income from securities related activities. These entities and the
securities held by the Accounts as of December 31, 1998 are set forth below:
    

                                      B-42
<PAGE>

STOCK ACCOUNT

A.  REGULAR BROKER OR DEALER BASED ON BROKERAGE COMMISSIONS PAID
   
    Bankers Trust Co. 

    (Parent--Bankers Trust Corp.)                       $    81,141,531.63

    Credit Suisse First Boston
    (Parent--Credit Suisse Group)                       $   109,016,507.95

    Jefferies & Co., Inc. 
    (Parent--Jefferies Group, Inc.)                     $     6,456,212.50

    Merrill Lynch, Pierce, Fenner & Smith
    (Parent--Merrill Lynch & Co., Inc.)                 $   110,444,016.00

    Morgan Stanley, & Co., Inc. 
    (Parent--Morgan Stanley, Dean Witter, & Co.)        $   275,470,983.00

    Warburg Dillion Read Llc
    (Parent--Union Bank of Switzerland)                 $   267,648,475.44
    


B.  REGULAR BROKER OR DEALER BASED ON ENTITIES ACTING AS PRINCIPAL

    Bank America Securities
    (Parent-BankAmerica Corp.)                             $1,044,086,077.14

    Chase Securities, Inc.
    (Parent-Chase Manhattan Corp.)                         $  528,307,046.44

    Citicorp Securities, Inc.
    (Parent-Citigroup, Inc.)                               $  893,209,036.50

    Credit Suisse First Boston
    (Parent-Credit Suisse Group)                           $  109,016,507.95

    Dean Witter Reynolds, Inc.
    (Parent-Morgan Stanley, Dean Witter, & Co.)            $  275,470,983.00

    Lehman Brothers Inc.
    (Parent-Lehman Brothers Holdings, Inc.)                $   58,045,249.69

    Morgan (J.P.) Securities Corp.
    (Parent-Morgan (J.P.) & Co., Inc.)                     $  133,978,536.69

    Morgan Stanley & Co., Inc.
    (Parent-Morgan Stanley, Dean Witter, & Co.)            $  275,470,983.00



                                      B-43

<PAGE>

GLOBAL EQUITIES ACCOUNT
   
A.  REGULAR BROKER OR DEALER BASED ON BROKERAGE COMMISSIONS PAID

    ABN Amro Chicago Corp.
    (Parent--ABN Amro Holdings NV)                         $  3,512,715.30

    Bankers Trust Co.
    (Parent--Bankers Trust Corp.)                          $  2,084,675.00

    CS First Boston Corp.
    (Parent--Credit Suisse Group)                          $  4,867,124.25

    Merrill Lynch, Pierce,
    Fenner & Smith
    (Parent--Merrill Lynch & Co., Inc.)                    $    501,559.50

    Warburg Dillion Read Llc
    (Parent--Union Bank of Switzerland)                    $ 55,971,918.37
    

B.  REGULAR BROKER OR DEALER BASED ON ENTITIES ACTING AS PRINCIPAL

    BankAmerica Securities
    (Parent-BankAmerica Corp.)                                 $ 36,347,967.50

    Citicorp. Securities, Inc.
    (Parent-Citigroup, Inc.)                                   $ 40,445,955.00

    Credit Suisse First Boston
    (Parent-Credit Suisse Group)                               $  4,867,124.25

    Morgan (J.P.) Securities Corp.
    (Parent-Morgan (J.P.) & Co., Inc.)                         $    750,566.50

    Nations Banc Capital Markets, Inc.
    (Parent-BankAmerica Corp.)                                 $ 36,347,967.50
       

                                      B-44
<PAGE>

   
GROWTH ACCOUNT

A.  REGULAR BROKER OR DEALER BASED ON COMMISSIONS PAID

    Jefferies & Co., Inc.
    (Parent--Jefferies Group, Inc.)                               $   853,550.00



B.  REGULAR BROKER OR DEALER BASED ON ENTITIES ACTING AS
    PRINCIPAL


EQUITY INDEX ACCOUNT

A.  REGULAR BROKER OR DEALER BASED ON COMMISSIONS PAID

    Jefferies & Co., Inc.
    (Parent--Jefferies Group, Inc.)                               $   238,200.00



B.  REGULAR BROKER OR DEALER BASED ON ENTITIES ACTING AS PRINCIPAL

    Chase Securities, Inc.
    (Parent-Chase Manhattan Corp.)                               $17,426,586.38

    Key Capital Markets, Inc.
    (Parent-Key Corp.)                                           $ 4,321,248.00

    Lehman Commercial Paper Inc.
    (Parent-Lehman Brothers Holdings, Inc.)                      $ 1,503,412.50

    Morgan (J.P.) Securities Corp.
    (Parent-Morgan (J.P.) & Co., Inc.)                           $ 5,585,647.81

    Morgan Stanley & Co., Inc.
    (Parent-Morgan Stanley, Dean Witter, & Co.)                  $12,412,646.00


    

                                      B-45
<PAGE>

BOND MARKET ACCOUNT

A.  REGULAR BROKER OR DEALER BASED ON BROKERAGE COMMISSIONS PAID

                                      NONE


B.  REGULAR BROKER OR DEALER BASED ON ENTITIES ACTING AS PRINCIPAL


                                      NONE


INFLATION-LINKED BOND ACCOUNT


A.  REGULAR BROKER OR DEALER BASED ON BROKERAGE COMMISSIONS PAID

                                      NONE


B.  REGULAR BROKER OR DEALER BASED ON ENTITIES ACTING AS PRINCIPAL

                                      NONE



SOCIAL CHOICE ACCOUNT

A.  REGULAR BROKER OR DEALER BASED ON BROKERAGE COMMISSIONS PAID

                                      NONE

                                      B-46
<PAGE>

B.  REGULAR BROKER OR DEALER BASED ON ENTITIES ACTING AS PRINCIPAL
   
    Bank America Securities
    (Parent-BankAmerica Corp.)                                   $32,734,936.00
    
    Chase Securities, Inc.
    (Parent-Chase Manhattan Corp.)                               $17,116,085.25

    Salomon Brothers, Inc.
    (Parent-Citigroup,Inc.)                                      $31,479,624.00


       



MONEY MARKET ACCOUNT

A.  REGULAR BROKER OR DEALER BASED ON BROKERAGE COMMISSIONS PAID

                                      NONE

B.  REGULAR BROKER OR DEALER BASED ON ENTITIES ACTING AS PRINCIPAL

                                      NONE


PERFORMANCE INFORMATION

TOTAL RETURN INFORMATION FOR THE ACCOUNTS

Total return quotations for the Accounts may be advertised. Total return
quotations will reflect all aspects of an Account's return. Average annual total
returns are determined by finding the average annual compounded rates of return
over the 1, 5, and 10 year periods that reflect the growth (or decline) in value
of a hypothetical $1,000 investment made at the beginning of the 1, 5, or 10
year period through the end of that period, according to the following formula:

                           P(1+T)n = EV
         where:            P   = hypothetical initial payment of $1,000
                           T   = average annual total return
                           n   = number of years in the period
                           EV  = ending value of the hypothetical investment
                                 at the end of the 1, 5, or 10 year period.

                                      B-47
<PAGE>

To derive the total return quotations from this formula, the percentage net
change in the value of the $1,000 investment from the beginning of the 1, 5, or
10 year period to the end of such period ("cumulative total return") is
determined. Cumulative total returns simply reflect the change in value of an
investment over a stated period. Since the accumulation unit value is a "total
return" unit value that reflects the investment experience of the Account and
all expense deductions made against the assets of the Account, the ending value,
or EV, of the $1,000 hypothetical investment is determined by applying the
percentage change in the accumulation unit value over the period to the
hypothetical initial payment of $1,000 less the current deductions from premiums
(0%). CREF then solves the equation for T to derive the average annual
compounded rate of return for the Accounts over the span of 1, 5, or 10 years,
and the resulting "total return" quotation is carried out to the nearest
hundredth of one percent.

YIELD INFORMATION FOR THE BOND MARKET AND INFLATION-LINKED BOND ACCOUNTS

Yield quotations for the Bond Market and Inflation-Linked Bond Accounts may be
made available, including yield quotations based upon the thirty day (or one
month) period ended on the date of calculation, computed by dividing the net
investment income attributable to the accumulation fund for the Account by the
value of a hypothetical accumulation on the last day of the period, according to
the following formula:

                             YIELD = 2[( a-b +1) 6  -1]
                                        -----
                                         cd

         where:  a = interest and dividends attributable to the accumulation
                     fund earned during the period
                 b = expense deductions incurred during the period 
                 c = average daily number of accumulation units outstanding
                     during the period
                 d = accumulation unit value on the last day of the period

Any yield quoted should not be considered a representation of the yield of the
Bond Market or Inflation-Linked Bond Account in the future.

                                      B-48
<PAGE>

YIELD INFORMATION FOR THE MONEY MARKET ACCOUNT

Yield quotations for the Money Market Account, including yield quotations based
upon the seven-day period ended on the date of calculation, may also be made
available. These yield quotations are based on a hypothetical pre-existing
account with a balance of one accumulation unit. In arriving at any such yield
quotations, the net change during the period in the value of that hypothetical
account is first determined. Such net change includes net investment income
attributable to portfolio securities but excludes realized gains and losses from
the sale of securities and unrealized appreciation and depreciation and income
other than investment income (which are included in the calculation of
accumulation and annuity unit values). For this purpose, net investment income
includes accrued interest on portfolio securities, plus or minus amortized
premiums or purchase discount (including original issue discount), less all
accrued expenses. Such net change is then divided by the value of that
hypothetical account at the beginning of the period to obtain the base period
return, and then the base period return is multiplied by 365/7 to annualize the
current yield figure which is carried to at least the nearest hundredth of one
percent.

The effective yield of the Money Market Account for the same seven-day period
may also be disclosed. The effective yield is obtained by adjusting the current
yield to give effect to the compounding nature of the Account's investments, and
is calculated by the use of the following formula:

               Effective Yield = (Base Period Return + 1)365/7 -1

The Money Market Account's yield fluctuates, unlike many bank deposits or other
investments which pay a fixed yield for a stated period of time. The
annualization of one period's income is not necessarily indicative of future
actual yields. Actual yields will depend on such variables as portfolio quality,
average portfolio maturity, the type of instruments held in the
portfolio, changes in interest rates on money market instruments, portfolio
expenses, and other factors. In addition, the values of accumulation and annuity
units will fluctuate.

INFLATION-ADJUSTED RETURN AND YIELD INFORMATION FOR THE INFLATION-LINKED BOND
ACCOUNT

In addition to making available the "nominal" return and yield

                                      B-49
<PAGE>

information described above for the Inflation-Linked Bond Account, we may also
make available inflation-adjusted or "real" return and yield information for the
Account. This inflation-adjusted or "real" return and yield information will
help Participants track the performance of the Account vis a vis inflation by
separating out the return or yield for the Account over and above the inflation
rate. For example, if you buy a bond paying a 7% nominal rate and inflation over
the next year is 5%, your "real" rate of return would be 2%. We would calculate
the "real" yield for the Account by using the 30-day yield formula that we use
for the Bond Market Account set forth on page B- and adapting it as follows:

                                     a - b
                  YIELD real = 2[( real        +1) 6  -1]
                                   ---------
                                    cd

where a (real) = the sum of the total nominal cash flows for all bonds,
discounted for inflation over a thirty day period in accordance with the
following formula:

                        a (real) = a - a (/\U.S. CPI - U)

where U.S. CPI - U = percentage change in the U.S. inflation rate over a thirty
day period as measured by the change in the Consumer Price Index For Urban
Consumers during that period.

We would calculate "real" return information for the Account by using the
formula that we currently use to calculate total return for the CREF accounts
set forth on page B- . In order to calculate real return, however, we would need
to calculate the accumulation unit value in real terms by discounting the
nominal accumulation unit value (AUV) by the change in the U.S. inflation rate
during the applicable period. To do this, we would use the following formula:

                      /\AUV (real) = /\AUV - /\U.S. CPI - U

where U.S. CPI - U = percentage change in the U.S. inflation rate over a thirty
day period as measured by the change in the Consumer Price Index for Urban
Consumers during that period.

                                      B-50
<PAGE>

Set forth below is total return information for the Accounts, which reflects all
deductions made from the assets in the Accounts, applied to a hypothetical
investment of $1,000 in each of the Accounts:
<TABLE>
<CAPTION>
   
                                                                        STOCK ACCOUNT
                                                                        -------------

                                                     AVERAGE ANNUAL
                                                     COMPOUND RATES                 CUMULATIVE RATES
PERIOD                                               OF TOTAL RETURN                 OF TOTAL RETURN
- ------                                               ---------------                 ---------------

<S>                                                         <C>                             <C>  
1 year (January 1, 1998 to December 31, 1998)               %                                %
5 years (January 1, 1994 to December 31, 1998)              %                                %
10 years (January 1, 1989 to December 31, 1998)             %                                %



                                                                   GLOBAL EQUITIES ACCOUNT
                                                                   -----------------------

                                                     AVERAGE ANNUAL
                                                     COMPOUND RATES                 CUMULATIVE RATES
PERIOD                                               OF TOTAL RETURN                 OF TOTAL RETURN
- ------                                               ---------------                 ---------------
<S>                                                         <C>                             <C>  

1 year (from January 1, 1998 to December 31, 1997)          %                                %
5 years (from January 1, 1994 to December 31, 1998)         %                                %
    

                                      B-51
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
   
                                                                     GROWTH ACCOUNT
                                                                     --------------

                                                     AVERAGE ANNUAL
                                                     COMPOUND RATES                 CUMULATIVE RATES
PERIOD                                               OF TOTAL RETURN                 OF TOTAL RETURN
- ------                                               ---------------                 ---------------

<S>                                                       <C>                             <C>
1 year (from January 1, 1998 to December 31, 1998)          %                                %
4 years and 8 months (from April 29, 1994 date of 
SEC registration to December 31, 1998)                      %                                %



                                                                    EQUITY INDEX ACCOUNT
                                                                    --------------------

                                                     AVERAGE ANNUAL
                                                     COMPOUND RATES                 CUMULATIVE RATES
PERIOD                                               OF TOTAL RETURN                 OF TOTAL RETURN
- ------                                               ---------------                 ---------------

<S>                                                       <C>                             <C>
1 year (from January 1, 1998 to December 31, 1998)          %                               %
4 years and 8 months (from April 29, 1994 date of 
SEC registration to December 31, 1998)                      %                               %


                                                                     BOND MARKET ACCOUNT
                                                                     -------------------

                                                     AVERAGE ANNUAL
                                                     COMPOUND RATES                 CUMULATIVE RATES
PERIOD                                               OF TOTAL RETURN                 OF TOTAL RETURN
- ------                                               ---------------                 ---------------

<S>                                                       <C>                             <C>
1 year (from January 1, 1998 to December 31, 1998)          %                               %
5 years (from January 1, 1994 to December 31, 1998)         %                               %
8 years and 10 months (from March 1, 1990 
commencement of operations to December 31, 1998)            %                               %
</TABLE>
    

                                      B-52

<PAGE>
   
<TABLE>
<CAPTION>
                                                                INFLATION-LINKED BOND ACCOUNT
                                                                -----------------------------

                                                     AVERAGE ANNUAL
                                                     COMPOUND RATES                 CUMULATIVE RATES
PERIOD                                               OF TOTAL RETURN                 OF TOTAL RETURN
- ------                                               ---------------                 ---------------
<S>                                                       <C>                             <C>

1 year and 8 months (from May 1, 1997 date 
of SEC registration to December 31, 1998)                   %                               %


                                                                    SOCIAL CHOICE ACCOUNT
                                                                    ---------------------

                                                     AVERAGE ANNUAL
                                                     COMPOUND RATES                 CUMULATIVE RATES
PERIOD                                               OF TOTAL RETURN                 OF TOTAL RETURN
- ------                                               ---------------                 ---------------
<S>                                                       <C>                             <C>

1 year (from January 1, 1998 to December 31, 1998)          %                                %
5 years (from January 1, 1994 to December 31, 1998)         %                                %
8 years and 10 months (from March 1, 1990 
commencement of operations to December 31, 1998)            %                                %



                                                                    MONEY MARKET ACCOUNT
                                                                    --------------------

                                                     AVERAGE ANNUAL
                                                     COMPOUND RATES                 CUMULATIVE RATES
PERIOD                                               OF TOTAL RETURN                 OF TOTAL RETURN
- ------                                               ---------------                 ---------------

<S>                                                       <C>                             <C>
1 year (from January 1, 1998 to December 31, 1998)          %                                %
5 years (from January 1, 1994 to December 31, 1998)         %                                %
10 years (from January 1, 1988 commencement of
operations to December 31, 1997)                            %                                %
</TABLE>
    

                                      B-53

<PAGE>

PERFORMANCE COMPARISONS

Performance information for any of the Accounts may be compared, in
advertisements, sales literature, and reports to Participants and employers, to
the performance information reported by other investments and to various indices
and averages. Such comparisons may be made with, but are not limited to (1) the
S&P 500, (2) the Dow Jones Industrial Average ("DJIA"), (3) Lipper Analytical
Services, Inc. Mutual Fund Performance Analysis Reports and the Lipper General
Equity Funds Average, (4) Money Magazine Fund Watch, (5) Business Week's Mutual
Fund Scoreboard, (6) SEI Funds Evaluation Services Equity Fund Report, (7) CDA
Mutual Funds Performance Review and CDA Growth Mutual Fund Performance Index,
(8) Value Line Composite Average (geometric), (9) Wilshire 5000 Equity Index,
(10) Russell 1000, 2000, and 3000 indices, (11) IBC's Money Fund Report
Averages, (12) Salomon Brothers Broad Investment Grade Index, (13) Merrill Lynch
Corporate Government Master Index, (14) Lehman Brothers Government/Corporate
Bond Index, (15) Lehman Brothers Aggregate Bond Index, (16) the Consumer Price
Index, published by the U.S. Bureau of Labor Statistics (measurement of
inflation), (17) a Composite Index, comprised of the Standard & Poor's 500 Stock
Index (60%) and the Lehman Brothers Aggregate Bond Index (40%), which measures
the investment performance of a balanced portfolio of stocks and bonds, (18) the
Morgan Stanley Capital International World Index, (19) the Morgan Stanley EAFE
Index, (20) VARDS, (21) Salomon Brothers Inflation-Linked Securities Index, and
(22) Morningstar, Inc. We may also include the performance of these indices in
advertisements, and discuss their comments about us. The Accounts' expenses may
also be compared with those of other investments.

We may also advertise ratings that CREF receives from various rating services
and organizations, including but not limited to any organization listed above.
We may also advertise ratings received by TIAA. The performance of the Accounts
also may be compared to other indices or averages that measure performance of a
pertinent group of securities. Participants should keep in mind that the
composition of the investments in the reported averages will not be identical to
that of the Accounts and that certain formula calculations (i.e., yield) may
differ from index to index. In addition, there can be no assurance that the
Accounts will continue their performance as compared to such indices.

The Stock Account and the Equity Index Account are not promoted, sponsored,
endorsed or sold by, nor affiliated with Frank Russell Company. Frank Russell
Company is not responsible for and has not reviewed the Stock Account or Equity
Index Account literature 

                                      B-54
<PAGE>

or publications and makes no representation or warranty, express or implied, as
to their accuracy, completeness, or otherwise. Frank Russell Company reserves
the right, at any time and without notice, to change or terminate the Russell
3000 index. Frank Russell Company has no obligation to take the needs of the
Stock Account or its Participants into consideration in determining the index.
Frank Russell Company's publication of the Russell 3000 index in no way suggests
or implies an opinion by Frank Russell Company as to the attractiveness or
appropriateness of investment in any or all of the securities upon which the
index is based. Frank Russell Company makes no representation, warranty, or
guarantee as to the accuracy, completeness or reliability of the index or any
data included in the index. Frank Russell Company makes no representation or
warranty regarding the use, or the results of use, of the index or any
securities comprising the index. Frank Russell makes no express or implied
warranties of any kind or nature, including without limitation, warranties of
merchantability or of fitness for a particular purpose with respect to the index
or any data or securities included therein.

ILLUSTRATING COMPOUNDING, TAX DEFERRAL AND EXPENSE DEDUCTIONS

CREF may illustrate in advertisements, sales literature and reports to
Participants the effects of tax deferral and/or compounding of earnings on an
investment in CREF. We may do this using a hypothetical investment earning a
specified rate of return. To illustrate the effects of compounding, we would
show how the total return from an investment of the same dollar amount, earning
the same or different interest rate, vary depending on when the investment was
made. To illustrate the effects of tax deferral, we will show how the total
return from an investment of the same dollar amount, earning the same or
different interest rates, for individuals in the same tax bracket, would vary
between tax-deferred and taxable investments.

CREF may also illustrate in advertisements, sales literature and reports to
Participants the effect of an investment fund's expenses on total return over
time. We may do this using a hypothetical investment earning a specified rate of
return. We would show how the total return, net of expenses, from an investment
of the same dollar amount in funds with the same investment results but
different expense deductions varies increasingly over time.


                                      B-55
<PAGE>

ACCUMULATION UNIT VALUES

For each CREF Account, accumulation unit values are calculated at the end of
each valuation day by multiplying the previous day's values by the unit change
factor for each Account. The unit change factor is calculated as A divided by B,
where A and B are defined as:

  A.     The value of the Account's net assets at the close of the current
         valuation period, less premiums received during the current period.

  B.     The value of the Account's net assets at the end of the previous
         valuation period, plus the net effect of transactions made by the start
         of the current period.

ANNUITY PAYMENTS

The amount of the annuity payments to be paid to a Participant or beneficiary
("annuitant") will depend upon the number and the value of the annuity units
payable. The number of annuity units is first determined on the annuity starting
date. The amount of the annuity payments will change according to the income
change method chosen. Separate annuity units will be maintained in each annuity
fund for payments being made under each of the two income change methods.

Under the annual income change method, the value of an annuity unit for payments
is redetermined on March 31 of each year -- the payment valuation date. Annuity
payments change beginning May 1. The change reflects the net investment
experience of the chosen Account(s) as well as the past and anticipated
mortality experience of those individuals receiving annuity payments from the
Accounts' annually revalued annuity fund. (The net investment and mortality
experience for the twelve months following the annual revaluation of an
Account's annuity unit value will be reflected in the following year's value.)
All Accounts provide annuity payments.

Under the monthly income change method, the value of an annuity unit for
payments is redetermined on the 20th of each month or on the preceding business
day if the 20th is not a business day. Annuity payments change on the following
payment due date. This monthly change reflects the net investment experience of
the chosen Account(s). The value of the annuity unit is also 

                                      B-56
<PAGE>

redetermined at the end of each calendar quarter to reflect the past and
anticipated mortality experience of those individuals receiving annuity payments
from the Accounts' monthly revalued annuity fund.

   
Annuitants can be said to bear the mortality risk under the certificate. How
much you or your beneficiary receive in annuity payments from any account
depends partly on the mortality experience of the annuity fund from which the
payments are made. For example, if the people receiving income from an account's
annually revalued annuity fund, as a group, live longer than expected, the
amount payable to each will be less than if, as a group, they die sooner than
expected. So the "mortality risk" of each CREF account's annuity funds falls on
those who receive income from it.
    

The formulas for calculating the number and value of annuity units payable are
set forth below.

CALCULATION OF THE NUMBER OF ANNUITY UNITS PAYABLE

   
When a Participant or a beneficiary converts the value of all or a portion of
his or her accumulation into an income option or method of payment, the number
of annuity units payable from an Account is determined by dividing the value of
the accumulation in the Account to be applied to provide the annuity payments by
the product of the annuity unit value and an annuity factor. The annuity factor
is the value as of the annuity starting date of an annuity in the amount of
$1.00 per month beginning on the first day such annuity units are payable and
continuing for as long as such annuity units are payable. When, in accordance,
with his or her TIAA traditional payout annuity contract, a participant (or
beneficiary) transfers the value of annuity payments under that contract to an
income option or method of payment payable from CREF, the number of annuity
units payable from the account to which the transfer is made is determined in
the same manner.

When the chosen income option or method of payment involves life contingencies,
the annuity factor will reflect interest assumed at the effective annual rate of
4% and mortality assumptions for the person(s) on whose life (lives) the
annuity payments will be based. In these instances, mortality will be based on
the then current CREF settlement mortality schedules. In these instances,
    


                                      B-57
<PAGE>

CREF reserves the right to change the mortality assumptions from time to time to
conform with changes in the mortality experience of CREF annuitants. When the
income option or method of payment does not involve life contingencies, the
annuity factor is calculated with interest assumed at the effective annual rate
of 4%.

VALUE OF ANNUITY UNITS

The value of an annuity unit is defined in terms of a "basic annuity unit" which
is established each year, as of March 31, for each income change method in each
Account then providing annuity payments.

The value of the basic annuity unit is determined for each income change method
in each Account as A divided by B, where A and B are defined as follows:

         A.       The Account's annuity fund for the income change method as of
                  March 31, reduced by the dollar amount of benefits payable
                  under the income change method on April 1 under pay-out
                  certificates in the Account as of March 31.

         B.       The actuarial present value, expressed in units, of all
                  future payments due on or after the next following May
                  1 under the income change method under pay-out
                  certificates in the Account as of March 31.  This
                  liability is calculated on the basis of interest at an
                  effective annual rate of 4% and a mortality table
                  designed to approximate the current mortality rates of
                  CREF annuitants.

For Participants beginning annuity income, the initial value of the annuity unit
is the interim annuity unit value as of the annuity starting date. A separate
interim annuity unit value is calculated daily for each annuity fund in each
Account as of each valuation day. The interim annuity unit value reflects the
actual investment and payment experience of the annuity fund to the current
date, relative to the 4% assumed investment return. The interim annuity unit
value also includes any changes expected to occur in the future because payments
are revalued once a year or once a month, assuming the annuity fund earns the 4%
assumed investment return in the future. At the end of each calendar quarter,
the interim annuity unit value is also adjusted for 

                                      B-58
<PAGE>

mortality experience during the prior quarter.

For Participants under the annual income change method, the value of the annuity
unit will remain the same until the following May 1. For those who have already
begun receiving annuity income as of March 31, the value of the annuity unit for
payments due on and after the next succeeding May 1 is equal to the basic
annuity unit value determined as of such March 31. For Participants under the
monthly income change method, the value of the annuity unit is redetermined each
month on the payment valuation date for the payment due on the first of the
following month.

   
When a Participant or beneficiary receiving annuity income transfers annuity
units under a particular income change method from one CREF Account to another,
the number of annuity units added to the CREF Account(s) to which units are
being transferred will be determined by multiplying the number of annuity units
to be transferred by the interim annuity unit value for that income change
method for the Account from which the annuity units are being transferred, and
dividing by the interim annuity unit value for that income change method for the
Account to which the annuity units are being transferred. For transfers on days
other than March 31, under the annual payment income change method, the amount
of annuity payments will not change following a transfer, until the basic
annuity unit values are redetermined on the following March 31. Under the
monthly income change method and for all transfers to or from the TIAA
traditional annuity, your payments will change with the payment due after the
first payment valuation date following the transfer date. Switches between the
monthly and the annual income change methods will be effective only on March 31.
    

The value of annuity units transferred from a CREF Account under the annual
income change method to TIAA is equal to A plus B, where A and B are defined as
follows:

         A.       The present value of the payments due after the first payment
                  valuation date following the transfer date continuing to the
                  following April 1, but not longer than such annuity units are
                  payable.

         B.       The present value of one interim annuity unit under the annual
                  income change method multiplied by the number of annuity
                  units, payable beginning on the following May 1 (or the May 1
                  of the following calendar year if the transfer is effective in
                  April) continuing for as long as such annuity units are
                  payable.

                                      B-59
<PAGE>

The value of annuity units transferred from a CREF Account under the monthly
income change method to TIAA will be equal to the number of annuity units
multiplied by the present value of one interim annuity unit under the monthly
income change method payable beginning with the payment due after the first
payment valuation date following the transfer date continuing for as long as
such annuity units are payable.

The present values will be calculated assuming interest at an effective annual
rate of 4%, and the same mortality assumptions then in use for Participants or
beneficiaries converting an accumulation to an income option or method of
payment at the age(s) as of the transfer date of the person(s) on whose life
(lives) the annuity payments are based.

MODIFICATION

CREF reserves the right, subject to approval by the Board of Trustees, to modify
the manner in which the number and/or value of annuity units is calculated in
the future. Any such modification, however, must be approved by the New York
State Superintendent of Insurance.

INFORMATION ON CHANGES IN THE VALUE OF ANNUITY UNITS

Information with respect to the percentage changes in the value of a basic
annuity unit over stated periods for each Account providing annuity payments may
be provided. This information provides the average annual percentage changes and
cumulative percentage changes in the basic annuity unit value of an Account over
1, 5 and 10 year periods commencing on May 1. For Participants who have already
begun receiving annuity income as of the March 31 immediately preceding the
start of each period, this reflects the growth (or decline) in the value of the
basic annuity unit from May 1 as of the start of the stated period to May 1 as
of the end of the stated period. The average annual percentage change in the
basic annuity unit value is determined according to the following formula:


                A(1+K)n =B
         where: A = basic annuity unit value determined as of 
                March 31 for payments due during 
                the twelve month period commencing on


                                      B-60
<PAGE>

                May 1 at the start of the period
            K = average annual percentage change
            n = number of years in the period
            B = basic annuity unit value determined as of
                March 31 for payments due 
                during the twelve month period 
                commencing on May 1 at the end of the
                period.

The equation is then solved for K to derive the average annual percentage change
in the basic annuity unit value over the span of 1, 5 or 10 years. The
cumulative percentage change simply reflects the percentage change in the basic
annuity unit value, B divided by A minus 1, over such period.

Information on changes in the value of a basic annuity unit is set forth below:

<TABLE>
<CAPTION>
   
                                            AVERAGE ANNUAL CHANGES IN BASIC ANNUITY UNIT VALUE
=====================================================================================================================
                              STOCK      GLOBAL      GROWTH      EQUITY     BOND      INFLATION-     SOCIAL    MONEY
                                        EQUITIES                 INDEX      MARKET    LINKED BOND    CHOICE    MARKET
- ---------------------------------------------------------------------------------------------------------------------
<S>                             <C>        <C>          <C>        <C>         <C>          <C>         <C>       <C>
Year Ended May 1, 1999          %           %           %          %           %            %           %         %
- ---------------------------------------------------------------------------------------------------------------------
5 Years ended May 1, 1999       %           %                                                           %         %
- ---------------------------------------------------------------------------------------------------------------------
10 Years ended May 1, 1999      %                                                                                 %
=====================================================================================================================
</TABLE>
    

<TABLE>
<CAPTION>
   
                                           CUMULATIVE CHANGE IN BASIC ANNUITY UNIT VALUE
=====================================================================================================================
                              STOCK      GLOBAL      GROWTH      EQUITY       BOND     INFLATION-     SOCIAL    MONEY
                                        EQUITIES                 INDEX      MARKET    LINKED BOND    CHOICE    MARKET
- ---------------------------------------------------------------------------------------------------------------------
<S>                             <C>        <C>          <C>        <C>         <C>          <C>         <C>       <C>
Year Ended May 1, 1999          %           %           %          %           %            %           %         %
- ---------------------------------------------------------------------------------------------------------------------
5 Years ended May 1, 1999       %           %                                                           %         %
- ---------------------------------------------------------------------------------------------------------------------
10 Years ended May 1, 1999      %                                                                                 %
=====================================================================================================================
</TABLE>
    

                                                         B-61
<PAGE>


   
The average annual and cumulative changes in the basic annuity unit value of the
Global Equities Account since inception in 1992 were ____% and ____%,
respectively. The average annual and cumulative changes in the basic annuity
unit value for the Growth and Equity Index Accounts since inception in 1994 were
___% and ___%, and ____% and ___%, respectively. The average annual and
cumulative changes in the basic annuity unit value of the Bond Market Account
since it became a pay-out option on April 1, 1996 were ___% and ___%,
respectively. The average annual and cumulative changes in the basic annuity
unit value of the Inflation-Linked Bond Account since May 1, 1997 were ____% and
___%, respectively. The average annual and cumulative changes in the basic
annuity unit value of the Social Choice Account since inception in 1991 were
___% and ___%, respectively.
    

It is assumed in calculating the annuity unit values that the assets in the
annuity funds will increase at a 4% rate of return. Therefore, the above figures
reflect the difference between CREF's net earnings rate and the assumed 4% rate.
The above figures also reflect all deductions made from the assets of the
relevant Account, as well as the annuity fund's mortality experience. CREF's
past experience should not be considered a prediction of future changes in
annuity unit values. The basic annuity unit value for each annuity fund in each
Account is determined as of March 31 of each year, and changes every year on May
1. For current annuity unit values, please contact CREF.

DEATH BENEFITS

We pay death benefits in the accumulation period using the following methods.
Under the unit deposit method of payment, we'll pay a lump-sum to your
beneficiary at the end of a 2 - 5- year period during which the accumulation
units participate in the experience of the relevant CREF accounts. For this
method to be chosen the value of your death benefit must be at least $5,000,
unless your CREF certificate specifies a lower minimum. Special rules apply if
your spouse is the beneficiary.

The minimum distribution annuity method is similar to the minimum distribution
annuity income option. The minimum distribution annuity method of payment is
available only to beneficiaries who must receive income under the IRC's minimum
distribution requirements.

Normally, if a beneficiary doesn't start receiving death benefits within a year
of your death, we have the option to use the fixed-

                                      B-62
<PAGE>

period annuity method of payment with a fixed period of five years.

PERIODIC REPORTS

Prior to the time an entire accumulation has been applied to provide annuity
payments, a Participant will be sent a statement each quarter which sets forth
the following:

(1) Premiums paid during the quarter; (2) the number and dollar value of
accumulation units credited to the Participant during the quarter and in total
in each Account; (3) cash withdrawals from each Account during the quarter; (4)
any repurchase or transfer to a funding vehicle other than TIAA or CREF during
the quarter, if an amount remains in the Participant's accumulation after those
transactions; (5) any transfers between Accounts or between CREF and TIAA during
the quarter; and (6) the amount from each Account applied to begin annuity
payments during the quarter.

CREF also will transmit to Participants, at least semi-annually, reports showing
the financial condition of CREF, and a schedule of investments held in each
Account in which they have accumulations.

VOTING RIGHTS

How many votes a Participant can cast on matters that require a vote of
Participants will be determined separately for each CREF Account. On the record
date, you'll have one vote per dollar of your assets in each Account's
accumulation fund, and/or one vote per dollar of the assets underlying your
annuity in each Account's annuity fund.

Issues that affect all the CREF Accounts in substantially the same way will be
voted on by all Participants, without regard to the individual CREF Accounts.
Issues that don't affect an Account won't be voted on by the Account. Issues
that affect all Accounts, but in which their interests aren't substantially the
same, will be voted on separately by each Account.

When we use the phrase "majority of outstanding voting securities" in the
Prospectus and in this Statement of Additional Information, we mean the lesser
of (a) 67 percent of the voting

                                      B-63
<PAGE>

securities present, as long as the holders of at least half the voting
securities are present or represented by proxy; or (b) 50 percent of the
outstanding voting securities. Depending on what's being decided, the
percentages may apply to CREF as a whole or to any Account(s). If a majority of
outstanding voting securities isn't required to decide a question, we'll
generally require a quorum of 10 percent of those securities, with a simple
majority required to decide the issue. If laws, regulations, or legal
interpretations make it unnecessary to submit any issue to a vote, or otherwise
restrict Participant voting rights, we reserve the right to act as permitted.


GENERAL MATTERS

NO ASSIGNMENT OF CERTIFICATES

No assignment, pledge, or transfer of a certificate, or of any of the rights or
benefits conferred thereunder, may be made and any such action will be void and
of no effect, except that spousal transfers on separation or divorce, and the
transfer of rights and benefits under an RA certificate to a Participant by an
employer under a delayed vesting arrangement, may be permitted.

PAYMENT TO AN ESTATE, GUARDIAN, TRUSTEE, ETC.

CREF reserves the right to pay in one sum the commuted value of any benefits due
an estate, corporation, partnership, trustee or other entity not a natural
person. CREF will not be responsible for the conduct of any executor, trustee,
guardian, or other third party to whom payment is made.

CLAIMS OF CREDITORS

Pursuant to CREF's Charter, as enacted by the New York State Legislature, the
rights and benefits accruing to Participants or other persons under the
certificates generally are exempt from the claims of creditors, subject to any
contrary requirements of law.

BENEFITS BASED ON INCORRECT INFORMATION

If the amounts of benefits provided under a certificate were

                                      B-64
<PAGE>

based on information that is incorrect, benefits will be recalculated on the
basis of the correct data. If any overpayments or underpayments have been made
by CREF, appropriate adjustments will be made.

PROOF OF SURVIVAL

CREF reserves the right to require satisfactory proof that anyone named to
receive benefits under a certificate is living on the date payment is due. If
this proof is not received after a request in writing, CREF will have the right
to make reduced payments or to withhold payments entirely until such proof is
received. CREF maintains audit procedures designed to assure that annuity
benefits will be paid to living persons entitled to receive those benefits. If,
however, under a survivor annuity option CREF has overpaid benefits because of a
death of which it was not notified, subsequent payments will be reduced or
withheld until the overpayment has been recovered. CREF reserves the right to
pursue any other remedies available to it.

STATE REGULATION

CREF is subject to regulation by the New York State Superintendent of Insurance
("Superintendent") as well as by the insurance regulatory authorities of certain
other states and jurisdictions.

CREF must file with the Superintendent both quarterly and annual statements on
forms promulgated by the New York State Insurance Department. CREF's books and
assets are subject to review and examination by the Superintendent and the
Superintendent's agents at all times, and a full examination into the affairs of
CREF is made at least every five years. In addition, a full examination of
CREF's operations is usually conducted periodically by some other states.

CREF is also subject to the requirements of the New York State Not-For-Profit
Corporation Law.

LEGAL MATTERS

All matters of applicable state law pertaining to the certificates, including
CREF's right to issue the certificates thereunder, have been passed upon by
Charles H. Stamm, Executive 

                                      B-65
<PAGE>

   
Vice President and General Counsel. Sutherland, Asbill & Brennan LLP,
Washington, D.C., has provided advice on certain matters relating to the Federal
Securities laws.
    

EXPERTS

The financial statements for the year ended December 31, 1998 of CREF
incorporated in this Statement of Additional Information by reference have been
audited by Ernst & Young LLP, independent auditors, as stated in their reports,
which are incorporated herein by reference, and have been so incorporated in
reliance upon the reports of such firm, given upon their authority as experts in
accounting and auditing.

CONSIDERATIONS CONCERNING CREF'S NEW ACCOUNTS AND OPTIONS

CONSIDERATIONS FOR EMPLOYERS

Over the past several years CREF has added many new Accounts and options that
employers should consider adding to their plans. In doing so, employers should
keep in mind that the overwhelming majority of Participants and employers view
TIAA-CREF very favorably. Ninety-six percent of the Participants who responded
to a survey conducted in 1995 by an independent organization expressed overall
satisfaction with TIAA-CREF and said that they would recommend TIAA-CREF to a
colleague. Ninety-four percent of these Participants said that given the choice
between TIAA-CREF and other companies, they would choose TIAA-CREF again (63%
would definitely choose TIAA-CREF and 31% would probably do so.) Employer
satisfaction is evidenced by the fact that, based on the best available data, a
majority of the employers with TIAA-CREF retirement plans had not found it
necessary to add other funding vehicles to their plans as of January 1, 1997.

The new demands placed on administrators by CREF's new options make the support
and services received by administrators from the company funding their plans
essential. Along with the new options, CREF offers employers the pension
expertise and high level of services they have come to rely on, and to find new
ways to help plan administrators do their jobs in an increasingly complex
environment. Services currently provided by TIAA-CREF Individual & Institutional
Services, Inc. include: (1) counseling on retirement plans and planning
including recommendations regarding allocation of assets (for administrators,
Participants 

                                      B-66
<PAGE>


and retirees) by professional counselors rather than by commissioned
salespeople; (2) services for Participants such as annual Annuity Benefit
Reports, quarterly transaction reports, newsletters and other publications about
retirement planning, pre-retirement seminars, individual counseling, a
Participant Information Center, and 24-hour toll-free numbers for Participant
transactions and inquiries; and (3) services for plan administrators such as
assistance in plan design and operation, branch offices throughout the country,
publications, staff meetings, videos, tax-deferred annuity software to help
administrators calculate the maximum amount of salary a Participant may
tax-defer, and non-discrimination software to help administrators evaluate their
plans.

CONSIDERATIONS FOR PARTICIPANTS

Variety of Investment Accounts. The growing family of CREF Accounts is designed
to provide additional investment options for Participants who want to diversify
their accumulations. Most experts recommend diversification as a good strategy
for retirement investing, both because a diversified portfolio offers a degree
of safety from the volatility of specific markets, and because it allows the
investor to benefit from the potential for growth in several different types of
investments. Since the Bond Market, Inflation-Linked Bond, and Social Choice
Accounts invest at least some of their portfolios in fixed-income securities,
Participants should be aware that statistics compiled by Ibbotson Associates,
Inc. confirm that historically bonds have experienced less volatility than
common stocks and greater returns than money market instruments. However, these
relationships may differ, based on market conditions or other factors, over the
short-term or even over the long-term. Fluctuations in interest rates can have a
significant effect on the Bond Market and Inflation-Linked Bond Accounts'
performance. Furthermore, although past performance is no guarantee of future
results, stocks have outperformed bonds over the long-term. Many experts
recommend taking a long-term view with retirement investments.

The Stock Account may be appropriate for people who have a longer time until
retirement and think that stocks will perform well over time. The Stock Account
can also be a good choice for anyone who wants to complement other holdings in
guaranteed products. Many Participants choose only the Stock Account for their
equity investments. The Account is the largest singly managed stock account in
the world based on assets under management.

The Global Equities Account may be appropriate for Participants who are
interested in the opportunities offered by overseas

                                      B-67
<PAGE>


markets and the potential growth of foreign economies. We recommend that those
who already have substantial allocations to the Stock Account consider putting
some of their accumulations in the Global Equities Account to diversify and
enhance growth potential. Over the long-term, the international component of the
Stock Account has added additional diversification, helped reduce volatility and
helped the Account generate high long-term returns. (Past performance is no
guarantee of future results.)

Studies by Morgan Stanley Capital International show that during recent years,
many of the top performing equity markets were overseas. During the period from
1984 to 1995, the non-U.S. share of the world's total equity market
capitalization has risen significantly. Many people feel that a great deal of
the world's economic expansion over the next several decades will be
overseas-particularly as less developed nations come into their own. The Global
Equities Account will be especially attractive to those who agree, and who plan
to hold investments in the Account for long periods.

Foreign capital markets have grown rapidly in the past two decades, with Japan,
Germany and others increasing their share of the world's equity investments.
Emerging markets can also provide important investment opportunities. However,
many overseas markets have only recently begun to attract international
investment, so less is known about their long-term patterns than about domestic
markets and there has been extreme recent volatility in certain Asian markets.

Like the other Accounts, the Global Equities Account offers the advantages of
diversification. In particular, since domestic and foreign markets sometimes
move in different cycles, overseas investments can help offset declines in
American markets, and vice versa. In addition, because the Global Equities
Account's investments are spread throughout the world, the Account is less
dependent on the economic situation in any single country than the Stock Account
is.

The Global Equities Account may interest investors who are willing to assume
more risk to seek faster growth, since generally the Account will have a larger
percentage of its portfolio actively managed than the Stock Account does. Some
may believe that the Global Equities Account can help them keep pace with or
exceed inflation. Although the Account may invest in bonds and money market
instruments, we expect that the percentage of debt securities generally will be
low.

                                      B-68
<PAGE>

The Global Equities Account is managed by the same people that manage the Stock
Account--TIAA-CREF Investment Management, LLC. They have acquired expertise in
international investment through careful research and cultivating local
contacts. The Account's investment staff are experts in analyzing economic
trends and evaluating corporate performance. They are fully conversant with the
policies and practices of many nations, including their investor demographics
and risk tolerance. There are extra costs to doing business overseas, which are
reflected in the Global Equities Account's expense charges.

The Growth Account might be appropriate for people who believe that there are
significant value or growth opportunities in the stock market over the long-term
if one is willing to take some additional risk. People who have a longer time
until retirement, or want to balance a portfolio of more conservative
investments, should consider this Account.

The Equity Index Account might be attractive to Participants who believe that
the U.S. stock market overall will perform as well as or better over time than
active selection of stocks or a combination of U.S. and foreign stocks (like the
Stock or Global Equities Account) with less variability and risk.

   
The Equity Index Account invests substantially all of its assets in stocks
included in the Russell 3000 Index. A stock's presence in the Russell 3000
doesn't mean that Frank Russell Company believes that it's an attractive
investment. The Frank Russell Company isn't responsible for any literature about
any CREF account, and makes no representations or warranties about its content.
    

The Bond Market Account may be appropriate for Participants who want to
diversify their retirement savings beyond stock and money market instruments,
and for those who think that bonds and other fixed-income securities are a good
investment for the accumulation of retirement savings. It is expected that the
Bond Market Account's total return will be relatively stable when interest rates
are stable and will experience variability when interest rates rise or fall.

The Inflation-Linked Bond Account may be appropriate for Participants who want
their retirement investments to keep pace with inflation and are less concerned
with earning a high real rate of return over and above the rate of inflation.
Anyone who wants to invest conservatively and preserve his or her capital,
perhaps because he or she is close to retirement age or in the

                                      B-69
<PAGE>

pay-out phase of retirement investing, should consider this Account. During the
accumulation phase, the Account can serve as a useful tool for diversifying
assets, since the performance of the Account's underlying investments most
likely will not directly correlate with movements in stocks and will not highly
correlate with movements in conventional bonds. Inflation-linked bonds may also
be an appropriate complement to a portfolio consisting of both stocks and
conventional bonds in certain economic conditions such as when movements in
stocks and conventional bonds are correlated. Since individual inflation-linked
bonds pay a predictable interest rate over the Consumer Price Index, moreover,
they may also track inflation more directly year by year than investments in
real estate.

The Account may also serve as an effective annuity pay-out vehicle, by helping
annuitants preserve the spending power of their income under a variety of
economic conditions. Ideally, this Account should be viewed as another
relatively stable component in a diversified retirement portfolio that includes
both stock and other investments that can help combat the effects of inflation
and provide growth in assets. It should be noted, however, that the price of
inflation-indexed bonds are influenced by competition from other investment
opportunities available at any given time and that inflation-linked bonds would
have underperformed stocks by a wide margin over the last twenty years.

The threat of inflation is of particular concern to retirees who may have
limited sources of income, leaving them particularly vulnerable if the cost of
living rises sharply. For example, a person retiring at the end of 1978 would
have experienced an almost 40% decline in the dollar's purchasing power over the
next three years (based on changes in the Consumer Price Index). Although we
haven't experienced periods of high inflation recently, we could again. And even
low to moderate inflation over long periods will affect the value of one's
accumulation or pay-out amounts.

U.S. Treasury Inflation-Indexed Securities (TIIS) were modeled after
inflation-indexed securities issued by the Canadian Government in 1991. TIIS are
generally more immediately responsive to inflation than most foreign
inflation-linked bonds since typically the indexation lag period is longer
(e.g., eight months) for foreign bonds than it is for TIIS (e.g., three months).

Inflation-indexed bonds have been available in the United Kingdom (Indexed
Gilts) since 1981 and in Canada (Real-Return Bonds) since 1991. They are also
available in other countries including Argentina, Australia, Brazil, Israel,
Mexico, and Sweden. These 

                                      B-70
<PAGE>

bonds, which are varied in structure, are designed to track the inflation rate
in the issuing country. Since that inflation rate may be higher or lower than
the U.S. rate and may affect the value of the country's foreign currency
relative to the U.S. dollar, we will invest in these foreign issues only when we
believe they provide the potential for additional returns without diluting the
account's overall inflation protection feature.

The principal amount of a TIIS bond is periodically adjusted for inflation using
the Consumer Price Index for all Urban Consumers (CPI-U) and interest is paid
twice a year. To use a simplified example, if an investor purchased a $1,000
TIIS bond with a fixed annual interest of 3% (payable 1.5% semi-annually), and
inflation over the first six months of the bond were 1%, the bond's principal at
mid-year would be adjusted to $1,010 and the first semi-annual interest payment
would be $15.15 ($1,010 x 1.5%). If inflation during the second half of the year
reached 3%, the principal at the end of the year would be $1,030 and the second
semi-annual interest payment would be $15.45 ($1,030 x 1.5%). The method we use
to determine the inflation-adjusted principal is somewhat more complex than the
example illustrates.

Participants who want to invest in an Account with socially conscious investment
criteria could consider the Social Choice Account. This Account could also be
suitable for people who want an Account that is balanced among stocks, bonds and
money market investments, and which might be less volatile than a bond or stock
account alone.

The Money Market Account may be appropriate for Participants who want to keep up
with inflation but are not looking for a high real rate of return (i.e., returns
greater than inflation). The Money Market Account may also help diversify stock
and bond portfolios. Anyone who is averse to market risk, perhaps because he or
she is close to retirement age, should consider this Account.

Classic IRAs

   
Since 1976, IRAs have helped millions of people save for retirement on a
tax-deferred basis. They are best for people who are eligible to make
tax-deductible contributions, and those who feel they will be in a lower tax
bracket during retirement. Tax-deductible IRA contributions may be limited or
may not be available to an individual who is an active participant in an
employer-sponsored retirement plan, unless their modified adjusted gross income
falls below certain levels. An individual who is not an active participant may
still not be eligible to make a deductible contribution if his or her spouse
    

                                      B-71
<PAGE>

   
is an active participant. Anyone can make after-tax contributions of up to
$2,000 per year regardless of income or retirement plan participation.
    

The Classic IRA enables you to rollover funds from almost any kind of retirement
plan and consolidate your long term savings with TIAA-CREF, without having to
pay taxes on the move. Once you've consolidated your funds with TIAA-CREF, we
can help you set up a coordinated program for your retirement resources.

Roth IRAs

   
Roth IRAs were introduced in 1998. Subject to income limitations, you can
rollover, or convert, funds from a Classic IRA directly to a Roth IRA. Subject
to income limits, you can also rollover funds from eligible tax-deferred
retirement plans, but the funds must first be rolled over to a Classic IRA, and
subsequently rolled over again, or converted to, a Roth IRA. To roll money into
a Roth IRA, you must first pay taxes on earnings and on tax-deductible
contributions. Such a move may be beneficial to individuals seeking tax-free
investment earnings and/or freedom from minimum distribution requirements, but
the decision hinges on your tax situation, investment orientation and other
factors. We can provide information to help you decide whether this is the best
course of action, and in general, to help you select the investment and savings
products best suited to your goals.

The deadline for making annual contributions to a Classic IRA or a Roth IRA for
1998 is April 15, 1999. You can also rollover money to the CREF Classic IRA and
decide whether you want to contribute to a Roth IRA at a later date.

You are only eligible to rollover amounts from a Classic IRA to a Roth IRA if,
for the year of the rollover, your adjusted gross income is $100,000 or less.
The same limit applies to married individuals filing jointly and to single
taxpayers, and the limit is not indexed to cost-of-living adjustments. Other
restrictions may apply as well.
    

In its advertisements, CREF may compare the Classic and Roth IRAs and discuss
which individuals can best benefit from each product. It may also discuss the
advantages and disadvantages of converting into Roth IRAs from a traditional
IRA.

CREF may also use charts to illustrate possible allocations of investments among
the CREF Accounts for Participants in different

                                      B-72
<PAGE>

financial situations. We may also use certain testimonials and list
participating institutions.

   
EMPLOYER PLANS. Participants should take into account the particular terms of
the retirement plan at their employing institution. Our advertisements and other
sales materials may provide information about these plans and discuss the
specific terms of an institution's plan.
    

INDEPENDENT SURVEYS. Customer service may be an important consideration for
Participants. In its advertisements CREF may report the results of surveys
conducted by independent agencies regarding customer service.

MARKET TIMING. Participants should be aware of the risk which arises whenever
Participants engage in market timing. Market timing is an investment technique
whereby amounts are transferred from one category of investment to another based
upon a perception of how each of those categories of investments will perform
relative to the others at a particular time. Participants who engage in market
timing either between CREF Accounts or between an Account and another company
run the risk that they may transfer out of a type of investment with a rising
market value or transfer into a type of investment with a falling market value.
CREF does not endorse the practice of market timing in general or any particular
provider of such services.

   
ECONOMIC CONDITIONS. We may also discuss in advertisements and sales literature
general economic and/or market conditions which may impact investments in
variable annuities.
    

TAXES AND ECONOMIC TRENDS. Participants should consider the effects of changes
in federal income tax rates on their investment decisions. Investments with
tax-deferred earnings, or that accept pre-tax contributions, might be more
attractive when tax rates rise. Overall economic trends can also affect an
investment decision; for example, when interest rates are low, Participants may
prefer investments in equities that offer greater growth potential.

   
FEDERAL INCOME TAXES

As a result of recent legislation, as of January 1, 1998, CREF is no longer
exempt from federal income tax. CREF believes, however, that this change should
not cause CREF to incur any material federal income tax liability.
    

                                      B-73
<PAGE>

   
With limited exceptions, the CREF certificates and contracts are designed as
annuity contracts under section 72 of the Internal Revenue Code.

403(b) PLANS

CREF certificates and contracts may be used as funding vehicles for retirement
plans set up under section 403(b) of the IRC, under which total annual
contributions to section 403(b) annuities can't exceed the lesser of (a)
$30,000; (b) 25 percent of your compensation; or (c) your "maximum exclusion
allowance." Your maximum exclusion allowance is generally 20 percent of your
compensation multiplied by your years of service with your employer, less
certain prior tax- deferred retirement plan contributions. You usually can
exclude salary reduction contributions of up to $10,000 from your gross taxable
income and certain employees may exclude up to $13,000. Contact your tax advisor
for more information.

401(a), 403(a) AND 401(k) PLANS

CREF RA and GRA, certificates and contracts are also used as funding vehicles
for 401(a) and 403(a) retirement plans. CREF GRA and GSRA certificates are
available for 401(k) plans. Employer contributions to all current defined
contribution plans of the employer meeting the requirements of IRC section
401(a) and 403(a) can't exceed an annual contribution limit of $30,000 or 25
percent of compensation, whichever is less.

INDIVIDUAL RETIREMENT ANNUITIES

IRC sections 408 and 408A permit eligible individuals to make direct
contributions to Classic and Roth IRAs, respectively. The amount you can
contribute to an IRA (other than an Education IRA) is currently limited to
$2,000 per year. If you contribute to both a Classic IRA and a Roth IRA in the
same year, your aggregate limit is $2,000 for the year. The IRC doesn't limit
the amount you can rollover to the Classic or the Roth IRA.

IRC section 408 permits funds from certain qualified retirement plans or IRAs to
be rolled over to the Classic IRA without losing their tax-deferred status. IRC
section 408A, however, only permits rollovers to a Roth IRA from another IRA.
This means that in order to move funds held in a retirement plan to a Roth IRA,
they must first be rolled over to a Classic IRA, and then to a Roth IRA.
Although funds rolled over to a Roth IRA from another IRA are subject to
taxation, they may grow on a tax-
    

                                      B-74
<PAGE>

   
deferred basis. CREF IRAs can accept only cash transfers. All noncash assets
must therefore be liquidated prior to being transferred to us.

You also must meet certain income level requirements to make contributions to
the Roth IRA or, if you or your spouse is an active participant in an employer
sponsored retirement plan, tax-deductible contributions to the Classic IRA. If
you are married and file a joint tax return with your spouse and make a combined
adjusted gross income of $150,000 or less a year, you can make annual
contributions of up to $2,000 to a Roth IRA. If you are single and make an
adjusted gross income of $95,000 or less a year, you are also eligible to make
contributions of up to $2,000 to a Roth IRA. You can contribute a lower amount
if you are married and file jointly and your combined adjusted gross income is
between $150,000 and $160,000 a year, or if you are single and your adjusted
gross income is between $95,000 and $110,000 a year. You can convert an existing
IRA to a Roth IRA if your adjusted gross income is $100,000 or less.

If you are married and file a joint tax return with your spouse and make a
combined adjusted gross income of $51,000 or less a year, or you are single and
make an adjusted gross income of $31,000 or less a year, you can make
tax-deductible contributions of up to $2,000 a year to a Classic IRA for 1999.
You can contribute a lesser amount if your adjusted gross income is between
$51,000 and $61,000 if you are married and file jointly or if your adjusted
gross income is between $31,000 and $41,000 if you are single. Different income
based eligibility rules apply if you are not an active participant in an
employer sponsored retirement plan but you have a spouse who is an active
participant in an employer sponsored retirement plan.

You can revoke an IRA up to 7 days after you establish it. Contact your tax
advisor for more tax information on IRAs.

EARLY DISTRIBUTIONS

If you want to withdraw funds or begin income from any 401(a), 403(a) or, 403(b)
retirement plan or an IRA before you reach age 59 1/2, you may have to pay an
extra 10 percent "early distribution" tax on the taxable amount. However, you
won't have to pay an early distribution tax on any part of a withdrawal if:

(1)      the distribution is because you are disabled;

(2)      you separated from your job at or after age 55 and take your withdrawal
         after that (not applicable to IRAs);
    

                                      B-75
<PAGE>
   
(3)      you begin annuity income consisting of a series of regular
         substantially equal payments (at least annually) over your lifetime or
         life expectancy or the joint lives or life expectancies of you and your
         beneficiary;

(4)      you have medical expenses in excess of 7 1/2 percent of your adjusted
         gross income and the withdrawal is less than or equal to your expenses;

(5)      you are required to make a payment to someone besides yourself under a
         Qualified Domestic Relations Order (not applicable to IRAs);

(6)      for IRAs only, you are unemployed (as defined in the IRC) and you use
         the distribution to pay certain health insurance premiums for yourself,
         your spouse or your dependents;

(7)      for IRAs only, distributions that do not exceed certain qualified
         higher education expenses of the individual, the individual's spouse,
         or the child or grandchild of the  individual or individual's spouse;
         or

(8)      for IRAs only, distributions to an individual (up to $10,000) for
         qualified first time purchases of a principal residence.

If you die before age 59 1/2, your beneficiary(ies) won't have to pay the early
distribution penalty.

Current federal tax law restricts the availability of cash withdrawals and
annuity payments from any part of your accumulation under salary reduction
agreements (including earnings, if any). These restrictions apply only to
amounts (and earnings, if any) credited after December 31, 1988. These
withdrawals and annuity payments are available only if you reach age 59 1/2,
leave your job, become disabled, or die. If your employer's plan permits, you
may also be able to take a cash withdrawal if you encounter hardship, as defined
by the IRS, but hardship withdrawals can be from contributions only, generally
not investment earnings. In addition, certain 401(k) plans permit distributions
of elective deferral amounts upon termination of the plan provided the employer
does not establish or maintain another defined contribution plan. These
restrictions don't apply to withdrawals from an IRA.
    

                                      B-76
<PAGE>

ADDITIONAL INFORMATION

A Registration Statement has been filed with the Securities and Exchange
Commission, under the 1933 Act, with respect to the certificates discussed in
the Prospectus and in this Statement of Additional Information. Not all of the
information set forth in the Registration Statement, amendments and exhibits
thereto has been included in the Prospectus or this Statement of Additional
Information. Statements contained herein concerning the contents of the
certificates and other legal instruments are intended to be summaries. For a
complete statement of the terms of these documents, reference should be made to
the instruments filed with the Commission.

FINANCIAL STATEMENTS

The audited financial statements for all of the CREF accounts are incorporated
by reference from the Annual Report to Participants. CREF will furnish you,
without charge, another copy of the report on request. Write to College
Retirement Equities Fund, 730 Third Avenue, New York, N.Y. 10017, Attention:
Central Services, or call 1 800 842-2733, extension 5509.


                                      B-77
<PAGE>

                           PART C - OTHER INFORMATION

Item 28.          FINANCIAL STATEMENTS AND EXHIBITS

     (a)          FINANCIAL STATEMENTS

                  The following Financial Statements for the Stock Account of
the College Retirement Equities Fund ("CREF") are incorporated into Part B of
this Registration Statement by reference from pages through of the Annual Report
to Participants in the Stock Account dated December 31, 1998, as filed with the
Commission pursuant to Rule 30b2-1 under the Investment Company Act of 1940 on
February , 1999 (Accession No. ):

                                                                            Page

Report of Management Reponsibility...........................................

Report of Independent Auditors...............................................

Audited Financial Statements:

         Statement of Assets and Liabilities.................................

         Statement of Operations.............................................

         Statement of Changes in Net Assets..................................

         Notes to Financial Statements.......................................

         Statement of Investments............................................


                  The following Financial Statements for the Money Market, Bond
Market, Inflation-Linked Bond, Social Choice, Global Equities, Growth, and
Equity Index Accounts of CREF are incorporated into Part B of this Registration
Statement by reference from pages through of the Annual Report to Participants
in the Money Market, Bond Market, Inflation-Linked Bond, Social Choice, Global
Equities, Growth, and Equity Index Accounts dated December 31, 1998, as filed
with the Commission pursuant to Rule 30b2-1 under the Investment Company Act of
1940 on February , 1999 (Accession No. ):

                                                                            Page

Report of Management Responsibility..........................................

Report of Independent Auditors...............................................


                                       C-1
<PAGE>


Audited Financial Statements:

         Statements of Assets and Liabilities................................

         Statements of Operations............................................

         Statements of Changes in Net Assets.................................

         Notes to Financial Statements.......................................

         Statements of Investments--

                  Money Market Account.......................................

                  Bond Market Account........................................

                  Inflation-Linked Bond Account..............................

                  Social Choice Account......................................

                  Global Equities Account....................................

                  Growth Account.............................................

                  Equity Index Account.......................................

         (b)      EXHIBITS

                           (1)      Not Applicable
                           (2)      (a)     Charter of CREF (as amended)
                                    (b)     Constitution of CREF (as amended) 2
                                    (c)     Bylaws of CREF (as amended)
                           (3)      (a)     Custodial Services Agreement with
                                            The Chase Manhattan Bank, N.A.
                                    (b)     Custodian Services Agreement with
                                            Bankers Trust Company (as amended)
                                    (c)     Indenture Agreement Between CREF and
                                            Canada Permanent Trust Company
                                    (d)     Custodial Services Agreement Between
                                            CREF and Morgan Guaranty Trust
                                            Company (as assigned to Bank of New
                                            York)
                                    (e)     Custodial Services Agreement Between
                                            CREF and Morgan Guaranty Trust
                                            Company (as assigned to Bank of New
                                            York) (Bond Market Account)
                                    (f)     Custodial Services Agreement Between
                                            CREF and Morgan Guaranty Trust
                                            Company (as assigned to Bank of New
                                            York) (Social Choice Account)

                                       C-2
<PAGE>


                                    (g)     Custodial Services Agreement Between
                                            CREF and Bank of New York
                                            (Inflation- Linked Bond Account) 1
                           (4)      Not applicable
                           (5)      Principal Underwriting and Administrative
                                    Services Agreement Between CREF and
                                    TIAA-CREF Individual & Institutional
                                    Services, Inc. (as amended) *
                           (6)      (a)     Retirement Unit-Annuity Certificate
                                    (b)     Supplemental Retirement Unit-Annuity
                                            Certificate
                                    (c)     (i)   Group Supplemental Retirement
                                                  Unit- Annuity Contract
                                            (ii)  Group Supplemental Retirement
                                                  Unit- Annuity Certificate
                                    (d)     (i)   Group Retirement Annuity
                                                  Contract (including Specimen
                                                  of Group Retirement
                                                  Unit-Annuity Certificate and
                                                  Agreement with Trustee)
                                            (ii)  Form of Election Agreement
                                                  between CREF and Employer (for
                                                  Group Retirement Annuity
                                                  Contract)
                                            (iii) Group Retirement Unit-Annuity
                                                  Contract (for use in Oregon)
                                            (iv)  Group Retirement Unit-Annuity
                                                  Certificate (for use in
                                                  Oregon)
                                    (e)     Rollover Individual Retirement Unit-
                                            Annuity Certificate
                                    (f)     The Following Certificates
                                            representing CREF Income Options:
                                            (i)   Life Unit-Annuity
                                            (ii)  Life Unit-Annuity with Minimum
                                                  Guaranteed Period
                                            (iii) Last Survivor Life
                                                  Unit-Annuity
                                            (iv)  Joint and Survivor Life Unit-
                                                  Annuity
                                            (v)   Last Survivor Life
                                                  Unit-Annuity with Minimum
                                                  Guaranteed Period
                                            (vi)  Joint and Survivor Life Unit-
                                                  Annuity with Minimum
                                                  Guaranteed Period
                                            (vii) Unit-Annuity Certain
                                            (viii)Minimum Distribution Option
                                    (g)     Accumulation-Unit Deposit
                                            Certificate (payable as a death
                                            benefit only)

                                    (h)     (i)   Endorsement to in-force
                                                  Supplemental Retirement Unit-
                                                  Annuity Certificates
                                                  (reflecting addition of Global
                                                  Equities Account

                                       C-3
<PAGE>


                                                  and IRC Withdrawal
                                                  Restrictions)
                                            (ii)  Endorsement to in-force
                                                  Supplemental Retirement Unit-
                                                  Annuity Certificates
                                                  (reflecting addition of
                                                  Minimum Distribution Annuity)
                                            (iii) Endorsement to new issues of
                                                  the Supplemental Retirement
                                                  Unit- Annuity Certificate
                                                  (reflecting addition of Money
                                                  Market, Bond Market, Social
                                                  Choice, and Global Equities
                                                  Accounts, Deletion of a CREF
                                                  Account or Unit-Annuity,
                                                  transfers to CREF or TIAA,
                                                  addition of Minimum
                                                  Distribution Annuity, addition
                                                  of Spouse's Rights to
                                                  Benefits, and IRC Withdrawal
                                                  Restrictions)
                                    (i)     (i)   Endorsement to in-force
                                                  Retirement Unit-Annuity
                                                  Certificates (reflecting
                                                  addition of Global Equities
                                                  Account and IRC Withdrawal
                                                  Restrictions)
                                            (ii)  Endorsement to in-force
                                                  Retirement Unit-Annuity
                                                  Certificates (reflecting
                                                  addition of Minimum
                                                  Distribution Annuity and
                                                  availability of Unit-Annuity
                                                  for a Fixed Period)
                                            (iii) Endorsement to new issues of
                                                  the Retirement Unit-Annuity
                                                  Certificate (reflecting
                                                  addition of Money Market, Bond
                                                  Market, Social Choice and
                                                  Global Equities Accounts,
                                                  deletion of CREF Account or
                                                  Unit- Annuity, availability of
                                                  transfers to Approved Funding
                                                  Vehicles, Cash Withdrawals,
                                                  availability of Unit- Annuity
                                                  for a Fixed Period, Right to
                                                  Split Certificate, addition of
                                                  Minimum Distribution Annuity,
                                                  addition of Spouse's Rights to
                                                  Benefits, and IRC Withdrawal
                                                  Restrictions)
                                    (j)     (i)   Endorsement to in-force Group
                                                  Supplemental Retirement Unit-
                                                  Annuity Certificates
                                                  (reflecting addition of the
                                                  Global Equities Account)
                                            (ii)  Endorsement to in-force and
                                                  some new issues of the Group

                                       C-4
<PAGE>


                                                  Supplemental Retirement Unit-
                                                  Annuity Certificate
                                                  (reflecting addition of
                                                  Minimum Distribution Annuity)
                                            (iii) Endorsement to new issues of
                                                  the Group Supplemental
                                                  Retirement Unit- Annuity
                                                  Certificate (reflecting
                                                  addition of the Global
                                                  Equities Account, and deletion
                                                  of a CREF Account or
                                                  Unit-Annuity and addition of
                                                  the Minimum Distribution
                                                  Annuity)
                                            (iv)  Endorsement to Group
                                                  Supplemental Retirement
                                                  Unit-Annuity certificates for
                                                  401(k) retirement plans
                                                  (reflecting annuity starting
                                                  date, availability of lump-sum
                                                  benefits and IRC Withdrawal
                                                  Restrictions)
                                    (k)     (i)   Endorsement to in-force Group
                                                  Retirement Unit-Annuity
                                                  Certificates Issued on or
                                                  After 3/1/91 (reflecting
                                                  addition of the Global
                                                  Equities Account)
                                            (ii)  Endorsement to in-force Group
                                                  Retirement Unit-Annuity
                                                  Certificates Issued Before
                                                  3/1/91 (reflecting addition of
                                                  the Global Equities Account
                                                  and IRC Withdrawal
                                                  Restrictions)
                                            (iii) Endorsement to in-force Group
                                                  Retirement Unit-Annuity
                                                  Certificate (reflecting
                                                  addition of Minimum
                                                  Distribution Annuity and
                                                  availability of Annuity for a
                                                  Fixed Period)
                                            (iv)  Endorsement to in-force Group
                                                  Retirement Unit-Annuity
                                                  Certificate (reflecting
                                                  addition of Minimum
                                                  Distribution Annuity,
                                                  availability of Annuity for a
                                                  Fixed Period and IRC
                                                  Withdrawal Restrictions)
                                    (l)     Endorsement to new issues of
                                            Retirement Unit-Annuity Certificates
                                            and Supplemental Retirement
                                            Unit-Annuity Certificates
                                            (reflecting restatement of
                                            accumulation unit value on 12/21/86
                                            and inclusion of net dividend income
                                            in value of accumulation unit
                                            beginning 1/1/87)
                                    (m)     Endorsement to new and in-force
                                            issues

                                       C-5
<PAGE>


                                            of CREF Retirement Unit-Annuity
                                            Certificates, Supplemental
                                            Retirement Unit-Annuity
                                            Certificates, Group Retirement
                                            Unit-Annuity Certificates, Group
                                            Supplemental Retirement Unit-Annuity
                                            Certificates, Rollover IRA
                                            Certificates, Minimum Distribution
                                            Annuity Certificates and
                                            Accumulation-Unit Deposit
                                            Certificates (reflecting addition of
                                            the Growth Account and the Equity
                                            Index Account)
                                    (n)     Endorsement to Group Retirement
                                            Unit- Annuity Certificates
                                            (reflecting addition of Social
                                            Choice Account payout option)
                                    (o)     Endorsement to CREF Certificates
                                            (reflecting yearly transfer to
                                            Minimum Distribution Annuity
                                            Certificate)
                                    (p)     Endorsement to CREF Certificates
                                            (reflecting allocation and transfer
                                            options, CREF's right to split
                                            certificate, and CREF's right to
                                            delete Bond Market or Social Choice
                                            Account or to stop providing
                                            Unit-Annuities thereunder)
                                    (q)     (i)   Endorsement to in-force
                                                  Minimum Distribution Annuity
                                                  Certificates (non-cashable)
                                                  (reflecting addition of the
                                                  Global Equities Account)
                                            (ii)  Endorsement to new issues of
                                                  the Minimum Distribution
                                                  Annuity Certificate
                                                  (non-cashable) (reflecting
                                                  addition of the Global
                                                  Equities Account, definition
                                                  of Annuity Unit, and deletion
                                                  of a CREF account or
                                                  Unit-Annuity)
                                    (r)     (i)   Endorsement to in-force
                                                  Minimum Distribution Annuity
                                                  Certificates (cashable)
                                                  (reflecting addition of the
                                                  Global Equities Account)
                                            (ii)  Endorsement of new issues of
                                                  Minimum Distribution Annuity
                                                  Certificates
                                                  (cashable)(reflecting addition
                                                  of the Global Equities
                                                  Account, definition of Annuity
                                                  Unit, and deletion of a CREF
                                                  Account or Unit-Annuity)
                                    (s)     Endorsement to new issues of
                                            Unit-Annuity Certificates
                                            (reflecting addition of the Global
                                            Equities Account and deletion of a
                                            Unity-Annuity)

                                       C-6
<PAGE>


                                    (t)     (i)   Endorsement to Retirement
                                                  Unit- Annuity Certificate
                                                  (reflecting addition of the
                                                  Inflation-Linked Bond Account
                                                  and Right to a Tax- Free
                                                  Rollover) 1
                                            (ii)  Endorsement to Supplemental
                                                  Retirement Unit-Annuity
                                                  Certificate (reflecting
                                                  addition of the
                                                  Inflation-Linked Bond Account
                                                  and Right to a Tax-Free
                                                  Rollover)
                                            (iii) Endorsement to Rollover
                                                  Individual Retirement
                                                  Unit-Annuity Certificate
                                                  (reflecting addition of the
                                                  Inflation-Linked Bond Account
                                                  and Right to a Tax-Free
                                                  Rollover) 1
                                            (iv)  Endorsement to Group
                                                  Retirement Unit-Annuity
                                                  Certificate (reflecting
                                                  addition of the
                                                  Inflation-Linked Bond Account
                                                  and Right to a Tax-Free
                                                  Rollover) 1
                                            (v)   Endorsement to Group
                                                  Supplemental Retirement
                                                  Unit-Annuity Certificate
                                                  (reflecting addition of the
                                                  Inflation-Linked Bond Account
                                                  and Right to a Tax-Free
                                                  Rollover) 1
                                            (vi)  Endorsement to Minimum
                                                  Distribution Annuity
                                                  Certificate (reflecting
                                                  addition of the
                                                  Inflation-Linked Bond Account)
                                                  1
                                            (vii) Endorsement to CREF
                                                  Unit-Annuity Certificates
                                                  (reflecting addition of the
                                                  Inflation-Linked Bond Account)
                                                  1
                                            (viii)Endorsement to CREF
                                                  Accumulation-Unit Deposit
                                                  Certificate (reflecting
                                                  addition of the
                                                  Inflation-Linked Bond Account)
                                                  1
                                            (ix)  Endorsement to Group
                                                  Supplemental Retirement
                                                  Annuity Certificate (for
                                                  participants in the
                                                  Alternative Plan to Social
                                                  Security) 1
                           (7)      (a)     (i)   Application for Retirement
                                                  Unit- Annuity Contracts
                                            (ii)  Application for Retirement
                                                  Unit- Annuity Contracts (for
                                                  retirement plans not covered
                                                  by ERISA)
                                    (b)     (i)   Application for Supplemental
                                                  Retirement Annuity Contracts
                                            (ii)  Application for Supplemental
                                                  Retirement Annuity Contracts
                                                  (for

                                       C-7
<PAGE>


                                                  retirement plans not covered
                                                  by ERISA)
                                    (c)     (i)   Application for
                                                  Institutionally Owned
                                                  Retirement Annuity Contracts
                                            (ii)  Applications for
                                                  Institutionally Owned
                                                  Retirement Annuity Contracts
                                                  with Delayed Vesting
                                            (iii) Application for
                                                  Institutionally Owned
                                                  Retirement Annuity Contracts
                                                  with Delayed Vesting (for
                                                  retirement plans not covered
                                                  by ERISA)
                                            (iv)  Application for Group
                                                  Retirement Unit-Annuity
                                                  Contract in Oregon
                                    (d)     (i)   Enrollment Form for Group
                                                  Retirement Annuity
                                                  Certificates
                                            (ii)  Enrollment Form for Group
                                                  Retirement Annuity
                                                  Certificates (for retirement
                                                  plans not covered by ERISA)
                                    (e)     Application for Rollover Individual
                                            Retirement Annuity Contracts
                                    (f)     Application for Retirement Annuity
                                            Contracts Under a Registered Pension
                                            Plan (RPP)
                                            (ii)  Application for Retirement
                                                  Annuity Contracts under a
                                                  Registered Retirement Savings
                                                  Plan (RRSP) in Canada
                                    (g)     Applications for Annuity Benefits
                                    (h)     (i)   Enrollment Form for Group
                                                  Supplemental Retirement
                                                  Annuity Certificates
                                            (ii)  Enrollment Form for Group
                                                  Supplemental Retirement
                                                  Annuity Certificates (for
                                                  retirement plans not covered
                                                  by ERISA)
                                    (i)     (i)   Enrollment Form for
                                                  Institutionally Owned Group
                                                  Retirement Annuity
                                                  Certificates with Delayed
                                                  Vesting
                                            (ii)  Enrollment Form for
                                                  Institutionally Owned Group
                                                  Retirement Annuity
                                                  Certificates with Delayed
                                                  Vesting (for retirement plans
                                                  not covered by ERISA)
                                    (j)     (i)   Enrollment Form for Two Sets
                                                  of Group Retirement Annuity
                                                  Certificates -- One Set
                                                  Providing for Delayed Vesting
                                            (ii)  Enrollment Form for Two Sets
                                                  of

                                       C-8
<PAGE>


                                                  Group Retirement Annuity
                                                  Certificates -- One Set
                                                  Providing for Delayed Vesting
                                                  (for retirement plans not
                                                  covered by ERISA)
                                    (k)     (i)   Enrollment Form for Two Sets
                                                  of Group Retirement Annuity
                                                  Certificates
                                            (ii)  Enrollment Form for Two Sets
                                                  of Group Retirement Annuity
                                                  Certificates (for retirement
                                                  plans not covered by ERISA)
                           (8)      Not Applicable
                           (9)      None
                          (10)      (a)     CREF Deferred Compensation Plan for
                                            Non- Officer Trustees
                                    (b)     TIAA-CREF Non-Employee Trustee and
                                            Member Deferred Compensation Plan
                          (11)      Investment Management Services Agreement
                                    Between CREF and TIAA-CREF Investment
                                    Management, LLC (as amended) *
                          (12)      (a)     Consent of Charles H. Stamm, Esquire
                                            *
                                    (b)     Consent of Sutherland, Asbill &
                                            Brennan, L.L.P. *
                          (13)      (a)     Consent of Ernst & Young LLP *
                          (14)              None
                          (15)      (a)     Contribution Agreement between CREF
                                            and TIAA (for Money Market Account)
                                    (b)     Seed Money Agreement between CREF
                                            and TIAA (for Global Equities
                                            Account)
                                    (c)     Seed Money Agreement between CREF
                                            and TIAA (for Equity Index and
                                            Growth Accounts)
                                    (d)     Seed Money Agreement between CREF
                                            and TIAA (for Inflation-Linked Bond
                                            Account) 1
                          (16)      Schedules for Computation of Performance
                                    Quotations *
                          (17)      Financial Data Schedules *

- ----------------------------
*        To be filed by subsequent post-effective amendment.

1        Previously filed in Post-Effective Amendment No. 26 to Form N-3 dated
         February 11, 1997 (File No. 33-480) and incorporated herein by
         reference.

2        Previously filed in Post-Effective Amendment No. 29 to Form N-3 dated
         April 24, 1998 (File No. 33-480) and incorporated

                                       C-9
<PAGE>


         herein by reference.


Item 29.          DIRECTORS AND OFFICERS OF THE INSURANCE COMPANY

                  Not Applicable.

Item 30.          PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE
                  INSURANCE COMPANY OR REGISTRANT

                  Not Applicable.

Item 31.          NUMBER OF CONTRACTOWNERS

                  As noted above, CREF is a membership corporation, consisting
of seven members (known as CREF's Board of Overseers). As of December 31, 1998,
there were approximately          individuals and   institutions holding CREF 
certificates, including approximately            individuals receiving annuity 
benefits.

Item 32.          INDEMNIFICATION

                  Overseers, trustees, officers and employees of CREF may be
indemnified against liabilities and expenses incurred in such capacity pursuant
to Article Five of CREF's bylaws (see Exhibit (2)(b)). Article Five provides
that, to the extent permitted by laws, CREF will indemnify any person made or
threatened to be made a party to any action, suit or proceeding by reason of the
fact that such person is or was an overseer, trustee, officer or employee of
CREF or, while an overseer, trustee, officer or employee of CREF, served any
other organization in any capacity at CREF's request. Article Five also
provides, however, that no person shall be indemnified for any liabilities or
expenses arising by reason of willful misfeasance, bad faith, gross negligence,
or reckless disregard of the duties involved in the conduct of office. In
addition, it provides that no person shall be indemnified unless such person
acted in good faith and in the reasonable belief that such action was in the
best interests of CREF and, with respect to any criminal action or proceeding,
such person had no reasonable cause to believe the conduct was unlawful. Article
Five provides reasonable and fair means for determining whether any person is
entitled to indemnification. If certain conditions are met, CREF may pay
liabilities or expenses in advance of the final disposition of the action, suit
or proceeding. No indemnification payment may be made unless a notice concerning
the payment has been filed with the New York State Superintendent of Insurance.
CREF has in effect an insurance policy that will indemnify its overseers,
trustees, officers and employees for liabilities arising from certain forms of
conduct.

                                      C-10
<PAGE>


                  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to overseers, trustees, and officers of
CREF, pursuant to the foregoing provision or otherwise, CREF has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in that Act and is
therefore unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment of expenses incurred or paid by an
overseer, trustee, or officer in the successful defense of any action, suit or
proceeding) is asserted by an overseer, trustee, or officer in connection with
the securities being registered, CREF will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in that Act and will be governed by the final
adjudication of such issue.

Item 33.          BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

                  Investment advisory services for CREF's investment accounts
are provided by TIAA-CREF Investment Management, LLC ("Investment Management").
In this connection, Investment Management is registered as an investment adviser
under the
Investment Advisers Act of 1940.

                  The business and other connections of Investment Management's
officers are listed in Schedules A and D of Form ADV as currently on file with
the Commission (File No. 801-38029), the text of which is hereby incorporated by
reference.

Item 34.          PRINCIPAL UNDERWRITER

                  (a) Not Applicable.

                  (b) TIAA-CREF Individual & Institutional Services, Inc.
("Services") may be considered the principal underwriter for the CREF Accounts.
The officers of Services and their positions and offices with Services and the
Registrant are listed in Schedule A of Form BD as currently on file with the
Commission (File No. 8-44454), text of which is hereby incorporated by
reference.

Item 35.          LOCATION OF ACCOUNTS AND RECORDS

                  All accounts, books and other documents required to be
maintained by Section 31(a) of the 1940 Act and the rules promulgated thereunder
will be maintained at CREF's home office, 730 Third Avenue, New York, New York
10017, and at other CREF offices located at 750 Third Avenue and 485 Lexington
Avenue, both in New York, New York 10017. In addition, certain

                                      C-11
<PAGE>


duplicated records are maintained at Pierce Leahy Archives, 64 Leone Lane,
Chester, New York 10918.

Item 36.          MANAGEMENT SERVICES

                  Not Applicable.

Item 37.          UNDERTAKING

         (a) CREF undertakes that it will file a post-effective amendment to
this Registration Statement as frequently as is necessary to ensure that the
audited financial statements in the Registration Statement are never more than
16 months old for so long as payments under the variable annuity contracts may
be accepted.

                  (b) CREF undertakes that it will include either (1) as part of
any application to purchase a contract offered by the Prospectus, a space that
an applicant can check to request a Statement of Additional Information, or (2)
a postcard or similar written communication affixed to or included in the
Prospectus that the applicant can remove to send for a Statement of Additional
Information.

                  (c) CREF undertakes to deliver any Statement of Additional
Information and any financial statements required to be made available under
Form N-3 promptly upon written or oral request.

                         REPRESENTATION UNDER RULE 6C-7

                  The undersigned registrant hereby represents that Rule 6c-7
under the Investment Company Act of 1940 is being relied on and that the
provisions of paragraphs (a)-(d) of Rule 6c-7 are being complied with.

                            REPRESENTATION CONCERNING
                         NO-ACTION LETTER ISSUED TO ACLI

                  CREF represents that the No-Action Letter issued by the Staff
of the Division of Investment Management on November 28, 1988 to the American
Council of Life Insurance is being relied upon, and that the requirements for
entities relying on that no-action position, itemized (1) through (4) in that
Letter have been complied with.

                  Representation regarding reasonableness of fees CREF
represents that the fees and charges deducted under the Certificates, in the
aggregate, are reasonable in relation to the services rendered the expenses
expected to be incurred, and the risks assumed by CREF.

                                      C-12
<PAGE>


                                   SIGNATURES


               As required by the Securities Act of 1933 and the Investment
Company Act of 1940, College Retirement Equities Fund has caused this
Registration Statement to be signed on its behalf, in the City of New York and
State of New York on the 19th
day of February, 1999.

                        COLLEGE RETIREMENT EQUITIES FUND


                             By:  /s/ PETER C. CLAPMAN
                                  ------------------------------
                                      Peter C. Clapman
                                      Senior Vice President and
                                      Chief Counsel, Investments


               As required by the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

SIGNATURE                          TITLE                                 DATE


/s/ JOHN H. BIGGS       Chairman of the Board,                         2/19/99
- ----------------------- President, and Chief Executive
John H. Biggs           Officer (Principal Executive
                        Officer)


/s/ MARTIN L. LEIBOWITZ Vice Chairman, Chief Investment                2/19/99
- ----------------------- Officer, and Trustee (Principal
Martin L. Leibowitz     Investment Officer)


/s/ RICHARD L. GIBBS    Executive Vice President                       2/19/99
- ----------------------- (Principal Financial and 
Richard L. Gibbs        Accounting Officer)
        

                                      C-13
<PAGE>

<TABLE>
<CAPTION>
SIGNATURE OF TRUSTEE                   DATE                SIGNATURE OF TRUSTEE                  DATE

<S>                                   <C>                 <C>                                   <C>
  /s/ Robert H. Atwell                2/19/99               /s/ Bevis Longstreth                2/19/99
- --------------------------                                ---------------------------
Robert H. Atwell                                          Bevis Longstreth


  /s/ Elizabeth E. Bailey             2/19/99               /s/ Robert M. Lovell, Jr.           2/19/99
- --------------------------                                ---------------------------
Elizabeth E. Bailey                                       Robert M. Lovell, Jr.


  /s/ Joyce A. Fecske                 2/19/99                                                    
- --------------------------                                ---------------------------
Joyce A. Fecske                                           Stephen A. Ross


  /s/ Edes P. Gilbert                 2/19/99               /s/ Eugene C. Sit                   2/19/99
- --------------------------                                ---------------------------
Edes P. Gilbert                                           Eugene C. Sit


  /s/ Stuart Tse Kong Ho              2/19/99               /s/ Maceo K. Sloan                  2/19/99
- --------------------------                                ---------------------------
Stuart Tse Kong Ho                                        Maceo K. Sloan


  /s/ Nancy L. Jacob                  2/19/99               /s/ David K. Storrs                 2/19/99
- --------------------------                                ---------------------------
Nancy L. Jacob                                            David K. Storrs


  /s/ Majorie Fine Knowles            2/19/99               /s/ Robert W. Vishny                2/19/99
- --------------------------                                ---------------------------
Marjorie Fine Knowles                                     Robert W. Vishny


  /s/ Jay O. Light                    2/19/99
- --------------------------
Jay O. Light
</TABLE>


                                                    C-14
<PAGE>


                                  EXHIBIT INDEX

Exhibit
Number                     Description of Exhibit

2 (a)                      Charter of CREF (as amended)
  (b)                      Constitution of CREF (as amended)
  (c)                      By Laws of CREF (as amended)
3 (a)                      Custodial Services Agreement with The Chase Manhattan
                           Bank, N.A.
  (b)                      Custodian Services Agreement with Bankers Trust
                           Company (as amended)
  (d)                      Custodial Services Agreement Between CREF and Morgan
                           Guaranty Trust Company (as assigned to Bank of New
                           York)
  (e)                      Custodial Services Agreement Between CREF and Morgan
                           Guaranty Trust Company (as assigned to Bank of New
                           York) (Bond Market Account)
  (f)                      Custodial Services Agreement Between CREF and Morgan
                           Guaranty Trust Company (as assigned to Bank of New
                           York) (Social Choice Account)
5                          Principal Undewriting and Administrative Services
                           Agreeement Between CREF and TIAA-CREF Individual & 
                           Institutional Services, Inc. (as amended)
6 (a)                      Retirement Unit-Annuity Certificate
  (b)                      Supplemental Retirement Unit-Annuity Certificate
  (c)             (i)      Group Supplemental Retirement Unit-Annuity Contract
                  (ii)     Group Supplemental Retirement Unit-Annuity
                           Certificate
  (d)             (i)      Group Retirement Annuity Contract (including Specimen
                           of Group Retirement Unit-Annuity Certificate and
                           Agreement with Trustee)
                  (ii)     Form of Election Agreement between CREF and Employer
                           (for Group Retirement Annuity Contract)
                  (iii)    Group Retirement Unit-Annuity Contract (for use in
                           Oregon)
                  (iv)     Group Retirement Unit-Annuity Certificate (for use in
                           Oregon)
  (e)                      Rollover Individual Retirement Unit-Annuity
                           Certificate
  (f)                      The Following Certificates representing CREF Income
                           Options:
                  (i)      Life Unit-Annuity
                 (ii)      Life Unit-Annuity with Minimum Guaranteed Period
                 (iii)     Last Survivor Life Unit-Annuity
                 (iv)      Joint and Survivor Life Unit-Annuity
                  (v)      Last Survivor Life Unit-Annuity with Minimum
                           Guaranteed Period
                  (vi)     Joint and Survivor Life Unit-Annuity with Minimum
                           Guaranteed Period
                  (vii)    Unit-Annuity Certain
                  (viii)   Minimum Distribution Option
  (g)                      Accumulation-Unit Deposit Certificate (payable as a
                           death benefit only)
  (h)             (i)      Endorsement to in-force Supplemental Retirement
                           Unit-Annuity Certificates (reflecting addition of
                           Global Equities Account and IRC Withdrawal
                           Restrictions)

                                      C-15
<PAGE>


                  (ii)     Endorsement to in-force Supplemental Retirement
                           Unit-Annuity Certificates (reflecting addition of
                           Minimum Distribution Annuity)
                  (iii)    Endorsement to new issues of the Supplemental
                           Retirement Unit-Annuity Certificate (reflecting
                           addition of Money Market, Bond Market, Social Choice,
                           and Global Equities Accounts, Deletion of a CREF
                           Account or Unit-Annuity, transfers to CREF or TIAA,
                           addition of Minimum Distribution Annuity, addition of
                           Spouse's Rights to Benefits, and IRC Withdrawal
                           Restrictions)
  (i)             (i)      Endorsement to in-force Retirement Unit-Annuity
                           Certificates (reflecting addition of Global Equities
                           Account and IRC Withdrawal Restrictions)
                  (ii)     Endorsement to in-force Retirement Unit-Annuity
                           Certificates (reflecting addition of Minimum
                           Distribution Annuity and availability of Unit-Annuity
                           for a Fixed Period)
                  (iii)    Endorsement to new issues of the Retirement
                           Unit-Annuity Certificate (reflecting addition of
                           Money Market, Bond Market, Social Choice and Global
                           Equities Accounts, deletion of CREF Account or
                           Unit-Annuity, availability of transfers to Approved
                           Funding Vehicles, Cash Withdrawals, availability of
                           Unit-Annuity for a Fixed Period, Right to Split
                           Certificate, addition of Minimum Distribution
                           Annuity, addition of Spouse's Rights to Benefits, and
                           IRC Withdrawal Restrictions)
  (j)             (i)      Endorsement to in-force Group Supplemental Retirement
                           Unit- Annuity Certificates (reflecting addition of
                           the Global Equities Account)
                  (ii)     Endorsement to in-force and some new issues of the
                           Group Supplemental Retirement Unit-Annuity
                           Certificate (reflecting addition of Minimum
                           Distribution Annuity)
                  (iii)    Endorsement to new issues of the Group Supplemental
                           Retirement Unit-Annuity Certificate (reflecting
                           addition of the Global Equities Account, and deletion
                           of a CREF Account or Unit-Annuity and addition of the
                           Minimum Distribution Annuity)
                  (iv)     Endorsement to Group Supplemental Retirement
                           Unit-Annuity certificates for 401(k) retirement plans
                           (reflecting annuity starting date, availability of
                           lump-sum benefits and IRC Withdrawal Restrictions)
  (k)              (i)     Endorsement to in-force Group Retirement Unit-Annuity
                           Certificates Issued on or After 3/1/91 (reflecting
                           addition of the Global Equities Account)
                   (ii)    Endorsement to in-force Group Retirement Unit-Annuity
                           Certificates Issued Before 3/1/91 (reflecting
                           addition of the Global Equities Account and IRC
                           Withdrawal Restrictions)
                   (iii)   Endorsement to in-force Group Retirement Unit-Annuity
                           Certificate (reflecting addition of Minimum
                           Distribution Annuity and availability of Annuity for
                           a Fixed Period)
                   (iv)    Endorsement to in-force Group Retirement Unit-Annuity
                           Certificate (reflecting addition of Minimum
                           Distribution

                                      C-16
<PAGE>


                           Annuity, availability of Annuity for a Fixed Period
                           and IRC Withdrawal Restrictions)
                  (l)      Endorsement to new issues of Retirement Unit-Annuity
                           Certificates and Supplemental Retirement Unit-Annuity
                           Certificates (reflecting restatement of accumulation
                           unit value on 12/21/86 and inclusion of net dividend
                           income in value of accumulation unit beginning
                           1/1/87)
                  (m)      Endorsement to new and in-force issues of CREF
                           Retirement Unit-Annuity Certificates, Supplemental
                           Retirement Unit- Annuity Certificates, Group
                           Retirement Unit-Annuity Certificates, Group
                           Supplemental Retirement Unit-Annuity Certificates,
                           Rollover IRA Certificates, Minimum Distribution
                           Annuity Certificates and Accumulation-Unit Deposit
                           Certificates (reflecting addition of the Growth
                           Account and the Equity Index Account)
                  (n)      Endorsement to Group Retirement Unit-Annuity
                           Certificates (reflecting addition of Social Choice
                           Account payout option)
                  (o)      Endorsement to CREF Certificates (reflecting yearly
                           transfer to Minimum Distribution Annuity Certificate)
                  (p)      Endorsement to CREF Certificates (reflecting
                           allocation and transfer options, CREF's right to
                           split certificate, and CREF's right to delete Bond
                           Market or Social Choice Account or to stop providing
                           Unit-Annuities thereunder)
  (q)             (i)      Endorsement to in-force Minimum Distribution Annuity
                           Certificates (non-cashable) (reflecting addition of
                           the Global Equities Account)
                  (ii)     Endorsement to new issues of the Minimum Distribution
                           Annuity Certificate (non-cashable) (reflecting
                           addition of the Global Equities Account, definition
                           of Annuity Unit, and deletion of a CREF account or
                           Unit-Annuity)
  (r)             (i)      Endorsement to in-force Minimum Distribution Annuity
                           Certificates (cashable) (reflecting addition of the
                           Global Equities Account)
                  (ii)     Endorsement of new issues of Minimum Distribution
                           Annuity Certificates (cashable)(reflecting addition
                           of the Global Equities Account, definition of Annuity
                           Unit, and deletion of a CREF Account or Unit-Annuity)
  (s)                      Endorsement to new issues of Unit-Annuity
                           Certificates (reflecting addition of the Global
                           Equities Account and deletion of a Unity-Annuity)
7 (a)             (i)      Application for Retirement Unit-Annuity Contracts
                  (ii)     Application for Retirement Unit-Annuity Contracts
                           (for retirement plans not covered by ERISA)
  (b)             (i)      Application for Supplemental Retirement Annuity
                           Contracts
                  (ii)     Application for Supplemental Retirement Annuity
                           Contracts (for retirement plans not covered by ERISA)
  (c)             (i)      Application for Institutionally Owned Retirement
                           Annuity Contracts
                  (ii)     Applications for Institutionally Owned Retirement
                           Annuity Contracts with Delayed Vesting
                  (iii)    Application for Institutionally Owned Retirement
                           Annuity

                                      C-17
<PAGE>


                           Contracts with Delayed Vesting (for retirement plans
                           not covered by ERISA)
                  (iv)     Application for Group Retirement Unit-Annuity
                           Contract in Oregon
  (d)             (i)      Enrollment Form for Group Retirement Annuity
                           Certificates
                  (ii)     Enrollment Form for Group Retirement Annuity
                           Certificates (for retirement plans not covered by
                           ERISA)
  (e)                      Application for Rollover Individual Retirement
  (f)                      Annuity Contracts
  (g)                      Authorization to Begin Retirement Income From
                           Retirement Annuities or Group Retirement Annuities
  (h)             (i)      Enrollment Form for Group Supplemental Retirement
                           Annuity Certificates
                  (ii)     Enrollment Form for Group Supplemental Retirement
                           Annuity Certificates (for retirement plans not
                           covered by ERISA)
  (i)             (i)      Enrollment Form for Institutionally Owned Group
                           Retirement Annuity Certificates with Delayed Vesting
                  (ii)     Enrollment Form for Institutionally Owned Group
                           Retirement Annuity Certificates with Delayed Vesting
                           (for retirement plans not covered by ERISA)
  (j)             (i)      Enrollment Form for Two Sets of Group Retirement
                           Annuity Certificates -- One Set Providing for Delayed
                           Vesting
                  (ii)     Enrollment Form for Two Sets of Group Retirement
                           Annuity Certificates -- One Set Providing for Delayed
                           Vesting (for retirement plans not covered by ERISA)
   (k)            (i)      Enrollment Form for Two Sets of Group Retirement
                           Annuity Certificates
                  (ii)     Enrollment Form for Two Sets of Group Retirement
                           Annuity Certificates (for retirement plans not
                           covered by ERISA)
10 (a)                     TIAA-CREF Retirement Plan
   (b)                     CREF Deferred Compensation Plan for Non-Officer
                           Trustees
   (c)                     TIAA-CREF Non-Employee Trustee and Member Deferred
                           Compensation Plan
11                         Investment Management Services Agreement
15 (a)                     Contribution Agreement between CREF and TIAA (for
                           Money Market Account)
   (b)                     Seed Money Agreement between CREF and TIAA (for
                           Global Equities Account)
   (c)                     Seed Money Agreement between CREF and TIAA (for
                           Equity Index and Growth Accounts)

                                      C-18



                            CERTIFICATE OF AMENDMENT

                                 OF THE CHARTER

                                       OF

                        COLLEGE RETIREMENT EQUITIES FUND

         (PURSUANT TO SECTION 803 OF THE NOT-FOR-PROFIT CORPORATION LAW)



                  We, JOHN H. BIGGS and ALBERT J. WILSON,  being,  respectively,
the Chairman,  President,  and Chief Executive  Officer and Secretary of COLLEGE
RETIREMENT EQUITIES FUND, hereby certify and set forth:

                  1. The name of the corporation is COLLEGE RETIREMENT  EQUITIES
                  FUND.  

                  2. The charter of said corporation  became effective  pursuant
                  to  Chapter  124 of the Laws of New York of 1952,  on the 18th
                  day of March, 1952.

                  3. COLLEGE  RETIREMENT  EQUITIES  FUND  is  a  corporation  as
                  defined   by   Section   102(a)(5)   of   the   Not-For-Profit
                  Corporation;  it is a Type B corporation  under Section 201 of
                  said  Law;  and it  shall  remain a Type B  corporation  under
                  Section 201 of said Law.  
                  
                  4. Section 7 of the charter of said corporation which reads as
                  follows:

                     "The  corporation  hereby  formed  (a)  shall not issue any
                     certificates  or  contracts  providing  for the  payment of
                     predetermined  dollar  benefits;  (b)  shall  not issue any
                     certificate  or  contract  to any  person  by reason of his
                     being an employee in the public  school system of the State
                     of New York;  (c) shall not invest in any common  stocks or
                     shares  of any  corporation,  joint-stock  association,  or
                     business trust an amount in excess of such percentage,  not
                     to exceed ten per cent except with the approval of the

<PAGE>


                     insurance department,  of voting shares of such institution
                     which would cause any such institution to be controlled by,
                     or become a subsidiary of, the  corporation,  as defined in
                     the insurance law;  provided,  however,  that the foregoing
                     limitations  shall  not  apply  to  any  investment  in any
                     subsidiary corporation engaged in any business lawful under
                     the laws of the  jurisdictions  in which  subsidiaries  are
                     organized  subject to such  limitations  as are provided in
                     sections  one thousand  seven  hundred one and one thousand
                     seven hundred eight of the insurance law; and (d) shall not
                     engage in transactions in foreign  currency or in contracts
                     for  future  delivery  of,  options  and  other  rights  to
                     purchase,   and  options  and  other   rights  to  purchase
                     contracts for future delivery of,  securities  eligible for
                     investment, except as provided in a statement of operations
                     as filed in accordance with the procedures under subsection
                     (e) of  section  four  thousand  two  hundred  forty of the
                     insurance law and approved by the superintendent."

is hereby amended by deleting  subparagraph (b) and redesignating  subparagraphs
(c) and (d) as (b) and (c), respectively,  in order to enable the corporation to
provide its  products  and  services to persons who are  employees in the public
school system of the State of New York.

                  Upon the effective date of the foregoing amendment,  Section 7
shall read as follows:

                     "The  corporation  hereby  formed  (a)  shall not issue any
                     certificates  or  contracts  providing  for the  payment of
                     predetermined dollar benefits;  (b) shall not invest in any
                     common  stocks or shares  of any  corporation,  joint-stock
                     association,  or business trust an amount in excess of such
                     percentage,  not to  exceed  ten per cent  except  with the
                     approval of the insurance  department,  of voting shares of
                     such institution  which would cause any such institution to
                     be   controlled   by,  or  become  a  subsidiary   of,  the
                     corporation,  as defined in the  insurance  law;  provided,
                     however,  that the foregoing  limitation shall not apply to
                     any investment in any subsidiary corporation engaged in any
                     business  lawful  under  the laws of the  jurisdictions  in
                     which   subsidiaries   are   organized   subject   to  such
                     limitations  as are provided in sections one thousand seven
                     hundred one and one  thousand  seven  hundred  eight of the
                     insurance law; and (c) shall not engage in  transactions in
                     foreign  currency or in contracts  for future  delivery of,
                     options and other rights to purchase, and options and other

                                      - 2 -
<PAGE>


                     rights  to  purchase  contracts  for  future  delivery  of,
                     securities eligible for investment, except as provided in a
                     statement of  operations  as filed in  accordance  with the
                     procedures  under  subsection  (e) of section four thousand
                     two hundred  forty of the insurance law and approved by the
                     superintendent."

                  5. This  amendment to the charter,  pursuant to section 803 of
                  the   Not-For-Profit   Corporation   Law,  was  authorized  by
                  unanimous vote of the members of COLLEGE  RETIREMENT  EQUITIES
                  FUND at a meeting duly called and held on February 17, 1998.

                  6. The Secretary of State is hereby designated as agent of the
                  corporation  upon whom process  against it may be served.  The
                  Post Office  address to which the Secretary  shall mail a copy
                  of any process against the corporation served him is:

                          College Retirement Equities Fund
                          730 Third Avenue
                          New York, New York  10017.

                     IN WITNESS  WHEREOF,  this  certificate  has been signed on
                  this day of May, 1998.


                                                     ------------------------
                                                     John H. Biggs
                                                     Chairman, President, and
                                                     Chief Executive Officer


                                                     ------------------------
                                                     Albert J. Wilson
                                                     Secretary

                                      - 3 -
<PAGE>


STATE OF NEW YORK                   )
                                    :  ss.:
COUNTY OF NEW YORK                  )


                  On this  day of , 1998,  personally,  before  me came  JOHN H.
BIGGS and ALBERT J. WILSON, Chairman, President, and Chief Executive Officer and
Secretary,  respectively, of COLLEGE RETIREMENT EQUITIES FUND, to me known to be
the  persons  described  in  and  who  executed  the  foregoing  Certificate  of
Amendment,  and they thereupon  severally duly acknowledged to me that they read
and executed the same, that they know the contents  thereof and that the same is
true to their own knowledge.


                                              -------------------------
                                                    Notary Public


STATE OF NEW YORK                   )
                                    :  ss.:
COUNTY OF NEW YORK                  )


                  JOHN H. BIGGS, being duly sworn, says:

                  That I am the Chairman, President, and Chief Executive Officer
of COLLEGE  RETIREMENT  EQUITIES  FUND,  and in such  capacity  I  executed  the
foregoing  Certificate  of  Amendment,  that I have  read  said  Certificate  of
Amendment,  know  the  contents  thereof  and  that  the  same is true to my own
knowledge.


                                              -------------------------
                                                    JOHN H. BIGGS


Sworn to before me this
____ day of _____, 1998


- ----------------
Notary Public

                                      - 4 -
<PAGE>


STATE OF NEW YORK                   )
                                    :  ss.:
COUNTY OF NEW YORK                  )


                  ALBERT J. WILSON, being duly sworn, says:

                  That I am the Secretary of COLLEGE  RETIREMENT  EQUITIES FUND,
and in such capacity I executed the foregoing  Certificate of Amendment,  that I
have read said Certificate of Amendment,  know the contents thereof and that the
same is true to my own knowledge.


                                                -------------------------
                                                    ALBERT J. WILSON


Sworn to before me this
____ day of _____, 1998


- ----------------
Notary Public

                                      - 5 -
<PAGE>


                  I, , a Justice  of the  Supreme  Court of the  First  Judicial
District,  hereby approve the foregoing  Certificate of Amendment to the Charter
of COLLEGE RETIREMENT EQUITIES FUND and consent to the filing of the same.

Dated:
        --------------          ----------------------------
                                Justice of the Supreme Court
                                of the State of New York
                                First Judicial District


- -------------------------------------
Re:  COLLEGE RETIREMENT EQUITIES FUND


                                      - 6 -


                                    CHARTER
                                       
                                       OF

                        COLLEGE RETIREMENT EQUITIES FUND

                     Chapter 124 Laws of New York of 1952,
                           As Amended March 8, 1972,
                               December  15, 1972,  
                               November 28, 1977,  
                               January 28, 1985, 
                               February 12, 1986, 
                               July 13, 1989, 
                               June 5, 1990, 
                               and June 16, 1994 1

     The People of the State of New York, represented in Senate and Assembly, do
enact as follows:

     Section 1. Laird Bell, Virgil M. Hancher,  R. McAllister  Lloyd,  Irving S.
Olds,  Francis T. P. Plimpton,  Henning W. Prentis,  Jr., Henry M. Wriston,  and
their  successors,  and such persons as they may associate with  themselves,  as
provided by section five hereof, are hereby constituted a nonprofit  corporation
by the name of College Retirement Equities Fund.

     Section  2. The  purpose  of the  corporation  hereby  formed is to aid and
strengthen nonproprietary and nonprofit-making colleges, universities, and other
institutions engaged primarily in education or research,  by providing means for
the  diversification  of investment of  contributions  of such  institutions and
their  teachers  and other  employees,  by  providing  benefits  based upon such
contributions  and the  valuation  and  yield  of the  investment  thereof,  and
dependent  upon  the  continuance  of  human  life,  and  by  counselling   such
institutions and their teachers and other employees concerning  retirement plans
or other measures of security, all without profit to the corporation.

     Section 3. The affairs of the corporation hereby formed shall be managed by
a board of trustees.

     Section 4. The  corporation  hereby  formed shall have power (a) to acquire
property by grant, gift, purchase,  lease, bequest, or devise, either absolutely
or in trust, and without  limitation as to character,  amount, or value,  except
such  limitation  as the  legislature  may hereafter  impose,  or as provided in
section seven hereof; to hold and dispose of the same, and to invest,  reinvest,
accumulate,  deal with, take action with respect to, and expend the property and
income of said  corporation  in such  manner as the  trustees  shall  deem best,
without any obligation to segregate contributions, or the investment thereof, of
participating  institutions  or their teachers and other  employees or both; and
(b) to provide  retirement  benefits  and  withdrawal  equities for teachers and
other employees of nonproprietary and nonprofit-making  colleges,  universities,
and other  institutions  engaged  primarily in  education  or research,  and the
beneficiaries  of such teachers and other  employees,  based upon  contributions
made  by  or  on  behalf  of  such  teachers  and  other   employees  and  their
beneficiaries,  and the valuation and yield of the 


                                      -1-


<PAGE>


investment thereof,  with such participation  rights and on such other terms and
conditions as said  corporation may from time to time approve and adopt,  and in
general  to do and  perform  all  the  things  necessary  and  appropriate  to a
corporation created for the purpose of providing such benefits for such teachers
and other employees and their beneficiaries.

     Section 5. The  persons  named by section  one hereof as  constituting  the
corporation  hereby  formed,  or a majority  of them,  shall hold a meeting  and
organize the  corporation and adopt a constitution  and bylaws not  inconsistent
with the  constitution and laws of this state. The constitution and bylaws shall
prescribe  the  location  of the  principal  office  of  said  corporation;  the
territory in which its principal  operations are to be conducted;  the manner of
the election of members and their qualifications, which shall include membership
in TIAA Board of Overseers, a New York corporation; the number,  qualifications,
powers,   and  manner  of  selection  of  the  trustees  and  officers  of  said
corporation,  who may be trustees or  officers of any  corporation  all of whose
stock is owned by said TIAA  Board of  Overseers;  the  place or places  for the
holding of meetings of members and trustees, which may be held within or without
the  state;  provisions  for the  amendment  of such  constitution  and  bylaws;
provisions for the determination of retirement and other benefits; and any other
provisions  for the  management  and  disposition of the property and income and
regulation  of the affairs of said  corporation  which may be deemed  expedient.
Such constitution and bylaws, and any amendments thereto,  shall not take effect
until duly authenticated  copies thereof have been filed with the superintendent
of insurance and certified by him as being lawful and equitable.

     Section 6. The  corporation  hereby  formed (a) shall be and shall have the
status of a nonprofit educational  corporation;  and (b) shall be subject to the
applicable provisions of articles one, three, twenty-five and seventy-four,  and
sections one thousand two hundred  twelve,  one thousand two hundred  seventeen,
one thousand four hundred  eleven,  and four thousand two hundred  thirty of the
insurance  law in  effect at the time of  taking  effect  of this  act,  and any
amendments  to  said  articles  and  said  sections,  to the  extent  that  such
provisions and amendments are not inconsistent  with the provisions of this act,
but  said  corporation  and its  activities  shall  be  exempt  from  all  other
provisions,  requirements,  and  limitations  of  said  insurance  law,  and any
amendments thereto, except as the legislature may hereafter otherwise provide.

     Section  7.  The  corporation   hereby  formed  (a)  shall  not  issue  any
certificates  or contracts  providing  for the payment of  predetermined  dollar
benefits;  (b) shall not issue any  certificate  or  contract  to any  person by
reason of his being an employee in the public  school system of the State of New
York;  (c) shall not invest in any common  stocks or shares of any  corporation,
joint-stock  association,  or  business  trust  an  amount  in  excess  of  such
percentage,  not to exceed ten percent except with the approval of the insurance
department,  of voting  shares of such  institution  which  would cause any such
institution to be controlled by, or become a subsidiary of, the corporation,  as
defined in the in-surance law; provided,  however, that the foregoing limitation
shall not apply to any investment in any subsidiary  corporation  engaged in any
business lawful under the laws of the  jurisdictions  in which  subsidiaries are
organized  subject to such  limitations as are provided in sections one thousand
seven hundred one and one thousand seven hundred eight of the insurance law; and
(d) shall not engage in  transactions  in foreign  currency or in contracts  for
future delivery of, options and other rights to purchase,  and options and other
rights to purchase  contracts for future  delivery of,  securities  eligible for
investment,  except  as  provided  in a  statement  of  operations  as  filed in
accordance with the procedures under subsection (e) of section four thousand two
hundred forty of the insurance law and approved by the  superintendent.


                                      -2-


<PAGE>


     Section 8. In  addition  to the fund with the  investments  as  provided in
section seven,  the corporation may establish  additional  funds with investment
objectives  and  limitations as described in the statement of operations of such
funds filed with, and approved by, the insurance department.

     Section 9. The  corporation  hereby  formed shall neither issue nor deliver
any  certificate  or contract  providing for the payment of any benefit,  or any
rider or  endorsement  thereto,  until a copy of the form thereof has been filed
with the  superintendent  of insurance and formally approved by him as not being
unfair, unjust, inequitable, or prejudicial to the interest of any participating
person, and the superintendent  shall have the power to revoke such approval for
such cause;  provided,  however,  that the  provisions of this section shall not
apply to any special rider or  endorsement  on any such contract or  certificate
which  relates  only  to  the  manner  of  distribution  of  benefits  or to the
reservation of rights and benefits under such contract or certificate, and which
is used at the request of the individual contract holder or certificate holder.

     Section  10.  No  money  or  other  benefit  provided  or  rendered  by the
corporation  hereby  formed,  nor any rights or interests  of any  participating
person in any benefit provided by said corporation, or of any beneficiary of any
such person,  or of any others who may have a right derived from any such person
or  beneficiary,  shall be subject  to  assignment  or  pledge,  or be liable to
attachment, garnishment, or other process, or to be seized, taken, appropriated,
or applied by any legal or equitable process or operation of law to pay any debt
or liability of any such person, or of any beneficiary of any such person, or of
any others who may have a right under any such person or beneficiary.

     Section 11. No  trustee,  officer,  member or  employee of the  corporation
hereby formed shall receive any pecuniary  profit from the  operations  thereof,
other than  reasonable  compensation  for services  rendered,  reimbursement  of
expenses incurred in its service,  or benefits received as a proper recipient of
its  retirement  benefits,  and  withdrawal  equities;  nor shall  any  trustee,
officer,  member or  employee  at any time  have any  personal  interest  in any
property or assets of said corporation;  nor shall any trustee or member, in the
absence of fraud or bad faith, be personally  liable for the debts,  obligations
or liabilities of the corporation.

     Section 12. This act shall take effect immediately.

- -----------------------------------------------------

1 Pursuant to resolution  adopted by the Members of CREF on February 16, 1972, a
Certificate of Type of Not-For-Profit  Corporation  designating CREF as a Type B
not-for-profit corporation was filed with the Secretary of State of the State of
New York on February 18, 1972.  At the same meeting of the Members of CREF,  the
amendment to the charter was approved and subsequently  filed with the Secretary
of State of the State of New York on March 8,  1972.  The  charter  was  further
amended at the meetings of the Members of CREF held on November 2, 1972, October
31, 1977, October 31, 1984, October 31, 1985, June 6, 1989, November 6, 1989 and
May 18, 1994;  these  amendments  were filed with the  Secretary of State of the
State of New York on December  15, 1972,  November  28, 1977,  January 28, 1985,
February 12, 1986, July 13, 1989, June 5, 1990, and June 16, 1994 respectively.


                                      -3-


<PAGE>


                     CERTIFICATE OF TYPE OF NOT-FOR-PROFIT

                                  CORPORATION

                                       OF

                        COLLEGE RETIREMENT EQUITIES FUND

            Under Section 113 of the Not-For-Profit Corporation Law
           Filed in the Department of State of the State of New York
                               February 18, 1972

IT IS HEREBY CERTIFIED THAT:

     (1)  The name of the corporation is COLLEGE RETIREMENT EQUITIES FUND.

     (2)  The charter  became  effective  pursuant to Chapter 124 of the Laws of
          the State of New York of 1952, on the 18th day of March 1952.

     (3)  The  post-office  address of the corporation to which the Secretary of
          State  shall  mail a copy of any notice  required  by law is 730 Third
          Avenue, New York, New York 10017.

     (4)  Under Section 201, the  corporation is a Type B corporation as defined
          by the Not-For-Profit Corporation Law.

     (5)  The  corporation  elects to have the  Not-For-Profit  Corporation  Law
          apply to it in all respects,  as authorized by Section  103(a) of said
          Law. 

     IN WITNESS  WHEREOF,  we have  signed this  Certificate  on the 16th day of
February  1972,  and we affirm the  statements  contained  therein as true under
penalties of perjury. 
                                                   /s/ William C. Greenough
                                                            Chairman


                                                    /s/ Clarence E. Galston
                                                            Secretary


                                      -4-




                                  CONSTITUTION
                                       OF
                        COLLEGE RETIREMENT EQUITIES FUND

                              Adopted May 26, 1952
                            As Amended July 15, 1997

                                   ARTICLE I

                                Principal Office

     The  principal  office of the  corporation  shall be  located  in the City,
County and State of New York, and its principal operations shall be conducted in
the State of New York.

                                   ARTICLE II

                                    Members

     Section 1. Qualifications.  The corporation shall consist of seven members,
known  individually  as overseers  and known  collectively  as the CREF Board of
Overseers, who shall be the persons named in Section 1 of the act to incorporate
College  Retirement  Equities  Fund for the benefit of the teaching  profession,
Chapter  124 of the Laws of 1952 of the State of New York,  namely,  Laird Bell,
Virgil M. Hancher,  R. McAllister Lloyd, Irving S. Olds, Francis T. P. Plimpton,
Henning W. Prentis, Jr., Henry M. Wriston and their successors. None but members
of TIAA Board of Overseers, a New York cor-poration, shall be eligible to become
or to continue as members of the corporation.

     Section  2. Term of  Office.  The term of  membership  of each of the first
seven members shall expire in a different  year at the close of annual  meetings
of the members to be held respectively in the years 1953 to 1959, inclusive.  At
each annual  meeting,  one member shall be elected for a seven-year  term by the
vote of at least four  members to succeed the member  whose term  expires at the
close of such  annual  meeting.  If any  member  shall,  by death,  resignation,
incapacity  to act or  otherwise,  cease to be a member  during  his  term,  his
successor may be elected by the vote of a majority of the  remaining  members to
serve for the  remainder  of his term.  Each member  shall hold office after the
expiration of his term until his successor shall be elected.  A member may serve
for more than one term or part of a term.

                                  ARTICLE III

                     Meetings of Members and Policyholders

     Section 1. Annual Meetings. The members shall schedule an annual meeting of
policyholders  for the  election of trustees and the  transaction  of such other
business as shall  properly come before the meeting at the  principal  office of
the  corporation  to be held on the second  Monday in  November  of each year at
10:00 o'clock 


<PAGE>


in the forenoon if not a legal holiday, or, if a legal holiday, then on the next
preceding  business  day. If the  president of the members or any three  members
shall so determine,  the annual policyholders meeting may be held at a different
date, time or place, provided notice thereof shall be given to all policyholders
in person or by mail or  telegraph  at least ten and not more than fifty days in
advance of any such  meeting.  The president of the members shall call an annual
meeting of the CREF Board of  Overseers  to be held in November of each year for
the purpose of electing or reelecting  members to fill vacancies  created by the
expiration of members  terms of office,  to elect a president and a secretary of
the CREF Board of Overseers and the  transaction of such other business as shall
properly come before the meeting.

     Section 2.  Special  Meetings.  Special  meetings of the members or special
meetings of the  policyholders may be called at any time by the president of the
members or by any three members, or by the board of trustees, or by the chairman
or president of the  corporation,  to be held at such time and place as shall be
specified by notice.

     Section 3.  Notice of  Meetings.  Notice of the time,  place and purpose or
purposes of all  meetings  of  policyholders  or of the CREF Board of  Overseers
shall be given to all  policyholders  of  record as of the  record  date for the
meeting or to all members, as the case may be, in person or by mail or telegraph
at least ten and not more than fifty days in  advance  of any such  meeting.  No
notice of any meeting need be given to any member or policyholder who is present
at such  meeting  in person or by proxy or who waives  notice in writing  either
before or after the meeting.  Notice given by mail or telegraph shall be sent to
the  member  or  policyholder  at  his  address  shown  by  the  records  of the
corporation  in time to reach such  address in  ordinary  course by the time the
notice is required to be given.

     Section 4. Record  Date.  The board of trustees may fix in advance a record
date for determining the policyholders  entitled to notice of and to vote at any
annual or  special  meeting of  policyholders.  Such date shall be not more than
fifty nor less than ten days before the date of the meeting.  Only policyholders
of record as shown by the books of the  corporation  as of the record date shall
be entitled to notice of and to vote at the meeting.

     Section 5. Voting. At all meetings of policyholders, policyholders shall be
entitled  to vote  based on the value of their CREF  contracts  as of the record
date. At all meetings of the members, each member shall be entitled to one vote.
The CREF Board of Overseers shall have power to define the term  policyholder of
record,  to  specify  the  manner in which the value of the  policyholders  CREF
contracts shall be determined, and to resolve any questions with respect thereto
which  may  arise.  Members  and  policyholders  may vote in  person or by proxy
appointed in writing, but no proxy shall be valid after the expiration of eleven
months from the date of its execution.

<PAGE>



     Section 6. Policyholders Quorum and Vote. The vote in person or by proxy of
ten percent of the total number of votes entitled to be cast shall  constitute a
quorum for  purposes of  policyholder  meetings for the election of trustees and
for such other  matters for which no other  quorum is  specified  or required by
applicable  law.  Except  as  otherwise   expressly  provided  by  law  or  this
constitution,  all  matters  voted upon by  policyholders  shall be decided by a
majoriy of the votes cast at a meeting at which a quorum  shall be present.  The
above notwithstanding, any matters voted upon by policyholders which purportedly
require the amendment of CREFs charter,  constitution or bylaws shall be decided
by a vote of more than fifty percent of all  outstanding  votes.  If less than a
quorum is present at any  meeting,  any person  entitled to preside at or act as
secretary  at such  meeting may  adjourn  the meeting  from time to time until a
quorum shall attend,  and no notice need be given of any adjourned meeting other
than by announcement  at the meeting at which the  adjournment is taken,  unless
after the adjournment is taken the board of trustees fixes a new record date for
the adjourned meeting.

     Section 7. Members  Quorum and Vote.  The presence in person or by proxy of
four  members  shall  constitute  a quorum at any  meeting  of the CREF Board of
Overseers.  Except as otherwise  expressly provided by law or this constitution,
the act of a  majority  of the  members  present  at a meeting at which a quorum
shall be  present  shall be the act of the  members.  If less  than a quorum  is
present at any meeting, a majority of those present may adjourn the meeting from
time to time until a quorum shall attend.

     Section 8. Telephonic  Participation.  At all meetings of the CREF Board of
Overseers  or any  committee  thereof,  members  may  participate  by means of a
conference  telephone or similar  communications  equipment allowing all persons
participating in the meeting to hear each other at the same time.  Participation
by such means shall constitute presence in person at a meeting.

     Section 9. Action Without a Meeting.  Where time is of the essence, but not
in lieu of a regularly scheduled meeting of the CREF Board of Overseers,  or any
committee thereof, any action required or permitted to be taken by the board, or
any committee  thereof,  may be taken without a meeting if all of the members of
the board or all of the  members  of the  committee  consent  in  writing to the
adoption of a resolution authoriz-ing the action. The resolution and the written
consents  thereto by the  members of the board or the  members of the  committee
shall be filed with the minutes of the proceedings of the board or committee.

                                   ARTICLE IV

                       President and Secretary of Members

     Section 1.  Election.  At each annual  meeting of the  members,  they shall
elect a president and a secretary of the members,  each to serve until the close
of the next  annual  meeting  of the  members  


<PAGE>


or until his successor  shall be elected.  The president of the members shall be
chosen from among the members;  the secretary of the members may but need not be
chosen  from among the  members.  The members  may remove the  president  or the
secretary  of the members  from office and may fill any  vacancies  occurring in
such offices at any time.

     Section 2. Duties.  The  president of the members shall preside at meetings
of members.  The  secretary of the members  shall give all  required  notices of
meetings of members and shall  attend and act as  secretary  at all  meetings of
members and keep the records thereof.  In the absence of the president,  another
member shall be chosen to preside at meetings of the members, and in the absence
of the secretary,  the members shall designate  someone else to act as secretary
at meetings of members.

                                   ARTICLE V

                               Board of Trustees

     Section 1. General Powers. The general management of the property, business
and affairs of the corporation shall be vested in the board of trustees.

     Section 2. Number, Election and Term of Office. The board of trustees shall
con-sist of four  classes of trustees,  each class to consist of four  trustees,
and the  trustees  of one class  shall be elected  at the annual  meeting of the
policyholders in each year to serve for a term of four years. The term of office
of each  trustee so elected  shall  commence  at the close of the meeting of the
board of trustees next  succeeding  such election,  and shall continue until his
successor  shall take  office.  If any  trustee  shall,  by death,  resignation,
incapacity  to act or  otherwise,  cease to be  trustee  during  his  term,  his
successor  may be elected to serve for the  remainder of his term at any meeting
of the members at which a quorum shall be present.

     Section 3.  Qualifications.  At least three  trustees shall be residents of
the State of New York. Not more than two of the members of the  corporation  and
not more than four officers and salaried  employees of the corporation  shall be
eligible to serve at any one time on the board of trustees.

                                   ARTICLE VI

                                  Investments

     Section 1. Investment Policy. The following  statement of investment policy
is a guide and not a limitation on the investment powers of the corporation:

     (a) It is desirable that the  corporation  keep its assets  invested at all
times exclusively in investments having equity characteristics.


<PAGE>



     (b) It is desirable that the corporation take advantage of the principle of
dollar cost averaging by periodic  purchases as funds become available,  keeping
as fully invested at all times as is practicable since:

         (i) the normal participant in the benefits of the corporation will make
regular  monthly  contributions  over a period of many  years  and will  receive
monthly retirement benefits for life;

         (ii)  there is no need to  anticipate  demand for large sums of cash at
any one time since the  certificates  of  participation  do not provide for cash
withdrawal.

     (c) It is desirable that the  corporations  funds be diversified as to type
of industry and growth and yield characteristics.

     Section 2.  Restrictions on Investments.  The corporation,  as set forth in
its  charter,  shall  not  invest:  (a) in any  common  stocks  or shares of any
corporation,  joint-stock association,  or business trust an amount in excess of
such  percentage,  not to exceed ten  percent  except  with the  approval of the
insurance department, of voting shares of such institution which would cause any
such   institution  to  be  controlled  by,  or  become  a  subsidiary  of,  the
corporation,  as defined  in the  insurance  law;  provided  that the  foregoing
limitation  shall  not apply to any  investment  in any  subsidiary  corporation
engaged in any  business  lawful  under the laws of the  jurisdictions  in which
subsidiaries  are  organized  subject to such  limitations  as are  provided  in
sections one thousand seven hun-dred one and one thousand seven hundred eight of
the insurance law; and (b) shall not engage in transactions in foreign  currency
or in contracts  for future  delivery of,  options and other rights to purchase,
and  options and other  rights to purchase  contracts  for future  delivery  of,
securities  eligible  for  investment,  except as  provided  in a  statement  of
operations as filed in accordance  with the procedures  under  subsection (e) of
section four thousand two hundred forty of the insurance law and approved by the
superintendent.

     Section 3.  Additional  Funds. In addition to the fund with the investments
as provid- ed in Article VI, Section 2, the corporation may establish additional
funds with  investment  objectives and limitations as described in the statement
of  operations  of such  funds  filed  with,  and  approved  by,  the  insurance
department.

                                  ARTICLE VII

                            Committees and Expenses

     Section 1. Committees. The members of the corporation may appoint from time
to time such  committees  of members as they may deem  advisable and provide for
the reasonable compensation and expenses thereof.

<PAGE>



     Section 2. Expenses. Each member shall be reimbursed for transportation and
other expenses incurred by him in serving the corporation.

                                  ARTICLE VIII

                                   Amendments

     This  constitution  may be  amended at any  meeting  of the  members by the
affirmative vote of four members at a duly constituted meeting of the CREF Board
of  Overseers,  provided  that  written  notice of the  proposed  action at such
meeting  shall have been given by mail or  otherwise to each member at least ten
days prior to the  meeting.  No change in this  constitution  shall take  effect
until the  Superintendent of Insurance of the State of New York has certified it
as being lawful and equitable.




                                   CREF BYLAWS

                                   ARTICLE TWO

                                    OFFICERS



         Section 6. Chairman. The chairman, when present, shall preside at all
meetings of the board of trustees, and at all meetings of the policyholders. He
shall be ex officio chairman of the executive committee. He may appoint
committees of trustees, except where these bylaws or the board of trustees
otherwise provide, and may appoint trustees to fill vacancies on trustee
committees appointed by the board when such occur between meetings of the
trustees. If the chairman is not the chief executive officer, he shall, in
addition to the foregoing, perform such functions as are delegated to him by the
chief executive officer. In the absence of both the chairman and the president,
the chair of the Nominating and Personnel Committee shall preside at all
meetings of the policyholders and of the board.




                                    Exhibit A

<PAGE>


                                   CREF BYLAWS

                                  ARTICLE THREE

                                   COMMITTEES



         Section 2. Executive Committee. The executive committee shall consist
of eight trustees including the chairman and the president, but not more than
three members shall be officers or salaried employees of the Association. A
majority shall constitute a quorum. The executive committee shall meet in
regular meeting as it may from time to time determine, and in special meeting
whenever called by the chairman, and shall be vested with all the powers of the
board of trustees during intervals between meetings of the board in all cases in
which specific instructions shall not have been given by the board and, in
particular, said committee:

         (a) Shall have general supervision of the certificates of participation
issued by the corporation, and of any other matters in the conduct of the
business of the corporation which may be referred to the executive committee by
resolutions of the board of trustees.

         (b) Shall review and oversee the design, development, improvement, and
marketing of new and existing products and services.

         (c) Shall review the specifications for and oversee the implementation
stages of new technology-based services and computer programs at participating
institutions.

         (d) Shall have general supervision of the rules and methods for
recording the vouchers, accounts, receipts and disbursements of the corporation.

         (e) Shall, in the event of an acute emergency, as defined by Article
Seven-A--Insurance, of the New York State Defense Emergency Act, (Section 9177,
Unconsolidated Laws of New York) and any amendments thereof, be responsible for
the emergency management of the corporation as provided in the emergency bylaws
of the corporation.



                                    Exhibit A


                                   CREF BYLAWS

                                  ARTICLE THREE

                                   COMMITTEES



         Section 3. Finance Committee. The finance committee shall consist of at
least thirteen members, including the chief executive officer. A majority shall
constitute a quorum. Subject to the board of trustees, the responsibility for
investing the corporation's funds, including the purchase, sale, exchange or
conversion of securities, shall rest with the finance committee. No investment
shall be made or disposed of without authorization or approval of the finance
committee. Not more than three members shall be officers or salaried employees
of the corporation.



                                    Exhibit A

<PAGE>


                                   CREF BYLAWS

                                  ARTICLE THREE

                                   COMMITTEES



         Section 5. Audit Committee. The audit committee shall consist of four
trustees who are not officers or salaried employees of the corporation. The
committee shall itself, or through public accountants or otherwise, make such
audits and examinations of the records and affairs of the corporation as it may
deem necessary. The committee shall review the reimbursement agreements among
CREF, TIAA, TIAA-CREF Individual & Institutional Services, Inc., and TIAA-CREF
Investment Management, Inc., and make recommendations regarding them to the
board of trustees. A majority, but not less than three, of the members shall
constitute a quorum.

         Section 6. Committee on Corporate Governance and Social Responsibility.
The committee on corporate governance and social responsibility shall consist of
not less than five trustees and such additional trustees as the board of
trustees may appoint. No such trustee shall be an officer or salaried employee
of CREF.

         A committee quorum shall consist of a majority of the members. The
committee is responsible for addressing all corporate social responsibility and
corporate governance issues including the voting of CREF shares and the
initiation of appropriate shareholder resolutions. In addition, the committee
will develop and recommend specific corporate policy in these areas for
consideration by the CREF board of trustees.

         Section 7. Reports. Within a reasonable time after their meetings, all
such committees and subcommittees shall report their transactions to each
trustee.



                                    Exhibit A


                                     BYLAWS

                                       OF

                        COLLEGE RETIREMENT EQUITIES FUND

                              Adopted May 26, 1952

                           As Amended January 1, 1998

                                   ARTICLE ONE

                                Board of Trustees

         Section 1.  Meetings.  The board of trustees of the  corporation  shall
hold an annual  meeting  for the  election of officers  and the  appointment  of
committees  and the  transaction  of such other  business as shall properly come
before the meeting, in the month of November of each year at such time and place
as the notice of the meeting shall specify.  Stated meetings of the board may be
held on such  dates  and at such  times  and  places  as the  board by  standing
resolution may fix.  Special meetings of the board may be called by order of the
chairman,  the president or the executive  committee.  The chairman,  and in his
absence the president, shall preside at all meetings of the board.

         Section  2.  Notice of  Meetings.  Notice of the time and place of each
annual  meeting  shall be mailed to each  trustee  at his  address  shown by the
records of the  corporation at least ten days and not more than fifty days prior
to the date of the meeting.  No notice of stated meetings need be given.  Notice
of the time,  place and purpose of each special  meeting  shall be given to each
trustee  in person or sent to him at his  address  shown by the  records  of the
corporation  by mail or  telegraph  at least one week  prior to the date of such
meeting.  Except  as  otherwise  provided  by law or these  bylaws,  notices  of
meetings  need not set forth the purpose or purposes  of the  meetings,  and any
business may be  transacted  at such  meetings.  No notice of any meeting of the
board of trustees  need be given to any trustee who attends  such meeting or who
waives notice in writing either before or after the meeting.

         Section 3. Quorum. A majority of the trustees shall constitute a quorum
at all meetings of the board.  Except as otherwise expressly provided by law, or
these  bylaws,  the act of a majority  of the  trustees  present at a meeting at
which a quorum shall be present shall be the act of the trustees. If less than a
quorum is present at any  meeting,  a majority of those  present may adjourn the
meeting from time to time until a quorum shall attend.

         Section 4.  Telephonic  Participation.  At all meetings of the board of
trustees  or any  committee  thereof,  trustees  may  participate  by means of a
conference  telephone or similar  communications  equipment allowing all persons
participating in the meeting to hear each other at the same time.  Participation
by such means shall constitute presence in person at a meeting.

         Section 5. Action Without a Meeting.  Where time is of the essence, but
not in lieu of a  regularly  scheduled  meeting  of the  board  of  trustees  or
committee thereof, any action required or permitted to be taken by the board, or
any  committee  thereof,  may be taken  without a meeting if all  members of the
board or the  committee  consent  in  writing to the  adoption  of a  resolution
authorizing the action.  The resolution and the written  consents thereto by the
members  of the  board  or  committee  shall be filed  with the  minutes  of the
proceedings of the board or committee.

                                      - 1 -


<PAGE>




                                   ARTICLE TWO

                                    Officers

         Section 1. Election. At each annual meeting the board of trustees shall
elect  the  executive  officers  of the  corporation  including  a  chairman,  a
president,  one or more vice  presidents,  and such other executive  officers as
they may  determine.  Each such  executive  officer  shall hold office until the
close of the next  annual  meeting  of the  board  or,  if  earlier,  until  his
retirement,  death, resignation or removal. The board may appoint other officers
and agents, assign titles to them, and determine their duties; such officers and
agents shall hold office during the pleasure of the board of trustees. The board
may  appoint  persons  to  act  temporarily  in  place  of any  officers  of the
corporation who may be absent,  incapacitated  or for any other reason unable to
act or may delegate such authority to the chief executive officer.

         Section 2.  Qualifications.  The  chairman and the  president  shall be
members  of the  board of  trustees,  but none of the other  officers  need be a
trustee.  The same person may hold more than one  office,  except that no person
shall be both president and secretary.

         Section 3.  Removal of  Officers.  Any officer  elected by the board of
trustees  may be  removed  by the  affirmative  votes of a  majority  of all the
trustees  holding  office.  Any other officer may be removed by the  affirmative
votes of a majority of all members of the executive committee holding office.

         Section 4. Removal of Other  Employees.  All other agents and employees
shall hold their positions at the pleasure of the executive committee or of such
executive  officer as the  executive  committee  may  clothe  with the powers of
engaging and dismissing.

         Section  5.  Chief  Executive  Officer.  The  board of  trustees  shall
designate  either the  chairman or the  president  as chief  executive  officer.
Subject to the  control of the board of  trustees  and the  provisions  of these
bylaws,  the chief executive officer shall be charged with the management of the
affairs of the corporation and shall perform such duties as are not specifically
delegated to other officers of the corporation.  He shall be ex officio a member
of all standing committees except the nominating and personnel committee,  audit
committee  and the  committee on  reimbursement  agreements  with TIAA. He shall
report  from  time  to time to the  board  of  trustees  on the  affairs  of the
corporation.

         Section 6. Chairman.  The chairman,  when present, shall preside at all
meetings of the board of trustees, and at all meetings of the policyholders.  He
shall  be ex  officio  chairman  of the  executive  committee.  He  may  appoint
committees  of  trustees,  except  where  these  bylaws or the board of trustees
otherwise  provide,  and may  appoint  trustees  to fill  vacancies  on  trustee
committees  appointed  by the board  when such  occur  between  meetings  of the
trustees.  If the  chairman is not the chief  executive  officer,  he shall,  in
addition to the foregoing, perform such functions as are delegated to him by the
chief executive officer.  In the absence of both the chairman and the president,
the  chair of the  nominating  and  personnel  committee  shall  preside  at all
meetings of the policyholders and of the board.

         Section 7.  President.  The  president,  in the event of the absence or
disability  of the chairman,  shall  perform the duties of the chairman.  If the
president  is not the  chief  executive  officer,  he  shall  assist  the  chief
executive officer in his duties and shall perform such functions

                                      - 2 -


<PAGE>



as are delegated to him by the chief executive officer.

         Section 8. Absence or Disability  of Chief  Executive  Officer.  In the
absence or disability of the chief executive  officer,  the president,  if he is
not the  chief  executive  officer,  or the  chairman,  if he is not  the  chief
executive officer, or if neither is available, a vice president so designated by
the executive  committee or the chief executive officer shall perform the duties
of the chief executive officer,  unless the board of trustees otherwise provides
and subject to the provisions of the emergency bylaws of the corporation.

         Section 9. Secretary.  The secretary shall give all required notices of
meetings of the board of trustees,  and shall attend and act as secretary at all
meetings of the board, and of the policyholders,  and of the executive committee
and keep the records  thereof.  He shall keep the seal of the  corporation,  and
shall perform all duties  incident to the office of the secretary and such other
duties as from time to time may be assigned to him by the board of trustees, the
executive committee or the president.

         Section 10. Other Officers. The chief executive officer shall determine
the duties of the executive officers other than the chairman, the president, and
the  secretary,  and of all officers  other than  executive  officers and he may
assign titles to and determine the duties of non-officers.

                                  ARTICLE THREE

                                   Committees

         Section  1.  Appointment.  At  each  annual  meeting  of the  board  of
trustees, the board shall appoint an executive committee, a finance committee, a
nominating  and  personnel  committee,   an  audit  committee,  a  committee  on
reimbursement  agreements with TIAA, a committee on products and services, and a
committee  on corporate  governance  and social  responsibility,  each member of
which shall hold office until the close of the next annual  meeting of the board
and until a successor shall be appointed or until the member shall cease to be a
trustee except that for the audit  committee,  the board may specify a different
period of membership.  The board of trustees,  the executive  committee,  or the
chairman may appoint such other committees and  subcommittees of trustees as may
from time to time be found  necessary or  appropriate  for the proper conduct of
the business of the corporation, and may designate the duties of such committees
or subcommittees.

         Section 2. Executive  Committee.  The executive committee shall consist
of eight trustees  including the chairman and the  president,  but not more than
three  members  shall be officers or salaried  employees of the  corporation.  A
majority  shall  constitute  a quorum.  The  executive  committee  shall meet in
regular  meeting as it may from time to time  determine,  and in special meeting
whenever  called by the  chairman,  and shall be vested  with all  powers of the
board of trustees during intervals between meetings of the board in all cases in
which  specific  instructions  shall not have been  given by the board  and,  in
particular, said committee:

         (a) shall have general supervision of the certificates of participation
issued  by the  corporation,  and of any other  matters  in the  conduct  of the
business of the corporation which may be referred to the executive  committee by
resolutions of the board of trustees.

                                      - 3 -


<PAGE>



         (b) shall review and oversee the design, development,  improvement, and
marketing of new and existing products and services.

         (c) shall review the  specifications for and oversee the implementation
stages of new  technology-based  services and computer programs at participating
institutions.

         (d)  shall  have  general  supervision  of the rules  and  methods  for
recording the vouchers, accounts, receipts and disbursements of the corporation.

         (e) shall,  in the event of an acute  emergency,  as defined by Article
Seven-A--Insurance,  of the New York State Defense Emergency Act, (Section 9177,
Unconsolidated  Laws of New York) and any amendments thereof, be responsible for
the emergency  management of the corporation as provided in the emergency bylaws
of the corporation.

         Section 3. Finance Committee. The finance committee shall consist of at
least thirteen members,  including the chief executive officer. A majority shall
constitute a quorum.  Subject to the board of trustees,  the  responsibility for
investing the corporation's  funds,  including the purchase,  sale,  exchange or
conversion of securities,  shall rest with the finance committee.  No investment
shall be made or  disposed of without  authorization  or approval of the finance
committee.  Not more than three members shall be officers or salaried  employees
of the corporation.

         Section 4.  Nominating  and Personnel  Committee.  The  nominating  and
personnel  committee  shall  consist of five  trustees  who are not  officers or
employees of the corporation and whose terms do not expire in the year following
their  appointment.  Three  members  shall  constitute  a  quorum.  In the  year
following their appointment the committee shall nominate  executive officers and
the standing  committees for the annual meeting of the board of trustees,  shall
approve  the  titles of all  appointed  officers,  shall  provide  advice on the
quality and level of service provided to CREF by the TIAA subsidiaries to assist
the TIAA nominating and personnel  committee in arriving at its  recommendations
on the annual  compensation of those TIAA employees who provide  services to the
TIAA subsidiaries and, if requested by the members, shall recommend the names of
persons for election as trustees at the annual meeting of the policyholders.

         Section 5. Audit  Committee.  The audit committee shall consist of four
trustees who are not  officers or salaried  employees  of the  corporation.  The
committee shall itself,  or through public  accountants or otherwise,  make such
audits and  examinations of the records and affairs of the corporation as it may
deem necessary.  The committee shall review the  reimbursement  agreements among
CREF, TIAA, TIAA-CREF Individual & Institutional  Services,  Inc., and TIAA-CREF
Investment  Management,  Inc.,  and make  recommendations  regarding them to the
board of trustees.  A majority,  but not less than three,  of the members  shall
constitute a quorum.

         Section 6. Committee on Corporate Governance and Social Responsibility.
The committee on corporate governance and social responsibility shall consist of
not less  than  five  trustees  and such  additional  trustees  as the  board of
trustees may appoint.  No such trustee shall be an officer or salaried  employee
of CREF.

         A committee  quorum  shall  consist of a majority of the  members.  The
committee is responsible for addressing all corporate social  responsibility and
corporate governance issues

                                      - 4 -


<PAGE>



including  the  voting  of  CREF  shares  and  the   initiation  of  appropriate
shareholder  resolutions.  In addition, the committee will develop and recommend
specific  corporate policy in these areas for consideration by the CREF board of
trustees.

         Section 7. Reports.  Within a reasonable time after their meetings, all
such  committees  and  subcommittees  shall  report their  transactions  to each
trustee.

                                  ARTICLE FOUR

                Salaries, Compensation, Expenses and Pensions --

                        Trustees, Officers and Employees

         Section 1. Trustees'  Compensation and Expenses.  A trustee may be paid
an annual  stipend  and fees and such other  compensation  or  emolument  in any
amount  first  authorized  by the  board in  accordance  with  Section 2 of this
Article Four,  including,  but not limited to, a deferred  compensation benefit,
for attendance at meetings of the board of trustees and for services that he/she
renders on or for  committees or  subcommittees  of the board;  and each trustee
shall be reimbursed for transportation and other expenses incurred by him/her in
serving the corporation.

         Section 2. Salaries and  Pensions.  The  corporation  shall not pay any
salary,  compensation  or emolument  in any amount to any  officer,  deemed by a
committee  or  committees  of the board to be a  principal  officer  pursuant to
subsection (b) of Section 1202 of the Insurance Law of the State of New York, or
to any salaried  employee of the  corporation if the level of compensation to be
paid to such employee is equal to, or greater than, the compensation received by
any of its principal officers, or to any trustee thereof, unless such payment be
first authorized by a vote of the board of trustees.  The corporation  shall not
make any  agreement  with any of its officers or salaried  employees  whereby it
agrees that for any  services  rendered  or to be rendered he shall  receive any
salary, compensation or emolument that will extend beyond a period of thirty-six
months from the date of such agreement  except as specifically  permitted by the
Insurance Law of the State of New York. No principal  officer or employee of the
class described in the first sentence of this section,  who is paid a salary for
his services shall receive any other  compensation,  bonus or emolument from the
corporation  either  directly or  indirectly,  except in accordance  with a plan
recommended  by a committee of the board  pursuant to subsection  (b) of Section
1202 of the  Insurance Law of the State of New York and approved by the board of
trustees. The corporation shall not grant any pension to any trustee or officer,
or to any member of his family after his death,  except that the corporation may
pursuant to the terms of a retirement plan and other  appropriate  staff benefit
plans  adopted by the board provide for any person who is or has been a salaried
officer or employee,  a pension  payable at the time of  retirement by reason of
age or disability  and also life  insurance,  health  insurance  and  disability
benefits.

         Section  3.  Prohibitions.  No  trustee,  officer  or  employee  of the
corporation shall receive, in addition to his fixed salary or compensation,  any
money or valuable  thing,  either  directly,  or  indirectly,  for  negotiating,
procuring,  recommending or aiding in any purchase or sale by the corporation of
any property,  or any loan from the corporation,  nor be pecuniarily  interested
either as  principal,  coprincipal,  agent or  beneficiary,  either  directly or
indirectly,  in any such purchase,  sale or loan, nor have any personal interest
in any property or assets of the corporation.

                                      - 5 -


<PAGE>




                                  ARTICLE FIVE

          Indemnification of Members, Trustees, Officers and Employees

         Section 1. In General: Notice to Superintendent.  The corporation shall
indemnify,  in the manner and to the full extent  permitted by law,  each person
made or threatened to be made a party to any action, suit or proceeding, whether
or not by or in the  right of the  corporation,  and  whether  civil,  criminal,
administrative, investigative or otherwise, by reason of the fact that he or his
testator or  intestate is or was a member,  trustee,  officer or employee of the
corporation or, while a member, trustee, officer or employee of the corporation,
served any other  corporation or organization  of any type or kind,  domestic or
foreign,  in any capacity at the request of the corporation.  To the full extent
permitted by law such  indemnification  shall include judgments,  fines, amounts
paid in  settlement,  and  expenses,  including  attorneys'  fees. No payment of
indemnification,  advance or allowance under the foregoing  provisions  shall be
made unless a notice shall have been filed with the  Superintendent of Insurance
of the  State of New  York  not less  than  thirty  days  prior to such  payment
specifying  the persons to be paid,  the amounts to be paid, the manner in which
payment is authorized  and the nature and status,  at the time of such notice of
the litigation or threatened litigation.

         Section 2. Disabling Conduct. Notwithstanding the provisions of Section
1, the  corporation  shall not indemnify any person for any liability or expense
arising  by  virtue of such  person's  willful  misfeasance,  bad  faith,  gross
negligence,  or reckless disregard of duties ("disabling conduct").  Whether any
such  liability or expense arose out of disabling  conduct shall be  determined:
(a) by a final  decision  on the  merits  (including,  but  not  limited  to,  a
dismissal  for  insufficient  evidence of any  disabling  conduct) by a court or
other  body  before  whom the  proceeding  was  brought,  that the  person to be
indemnified was not liable by reason of disabling conduct;  or (b)in the absence
of such a decision,  by a reasonable  determination,  based upon a review of the
facts,  that such person was not liable by reason of disabling  conduct,  (i) by
the vote of a  majority  of a quorum  of  trustees  who are  neither  interested
persons of the  corporation  nor parties to the action,  suit or  proceeding  in
question or another  action,  suit or proceeding on the same or similar  grounds
("disinterested, non-party trustees"), or (ii) by independent legal counsel in a
written opinion.

         The termination of any action,  suit or proceeding by judgment,  order,
settlement,  conviction,  or upon a plea of NOLO  CONTENDERE or its  equivalent,
shall not, of itself,  create a presumption  that any liability or expense arose
by reason of disabling conduct.

         Any  liabilities  or  expenses  may be paid  in  advance  of the  final
disposition  of the claim,  suit or  proceeding,  as  authorized by the board of
trustees  subject  to Section 1 in the  specific  case,  (a) upon  receipt of an
undertaking  by or on behalf of the person to whom the  advance is made to repay
the  advance  unless  it shall be  ultimately  determined  that  such  person is
entitled to  indemnification;  and (b) provided  that (i) the  indemnitee  shall
provide security for that undertaking,  or (ii) the corporation shall be insured
against losses arising by reason of any lawful advances,  or (iii) a majority of
a quorum of disinterested, non-party trustees or an independent legal counsel in
a written  opinion,  shall  determine,  based on a review of  readily  available
facts,  that there is reason to believe that the indemnitee  ultimately  will be
found entitled to indemnification.

         A determination  made in accordance with the preceding  paragraph shall
not prevent the

                                      - 6 -


<PAGE>



recovery   from  any  person  of  any  amount   advanced   to  such   person  as
indemnification if such person is subsequently  determined not to be entitled to
indemnification.  Nor shall a determination  pursuant to this paragraph  prevent
the  payment  of  indemnification  if such  person is  subsequently  found to be
entitled to indemnification.

         The  indemnification  provided  by this  Article  shall  not be  deemed
exclusive of any rights to which those seeking  indemnification  may be entitled
under any law, agreement or otherwise.

         No indemnification  provided by this Article shall be inconsistent with
the  Investment  Company  Act  of  1940  or the  Securities  Act  of  1933.  Any
indemnification  provided by this Article shall  continue as to a person who has
ceased to be a member, trustee, officer or employee of the corporation.

                                   ARTICLE SIX

                         Rules for Determining Benefits

         The  board of  trustees  shall  establish  and may,  from time to time,
change the rules for  determining  the amounts of retirement and other benefits.
These rules shall  include  methods for  calculating  all factors  affecting the
valuation of benefits,  and these rules and any changes therein shall be subject
to the approval of the  Superintendent  of Insurance of the State of New York as
not being unfair,  unjust,  inequitable,  or  prejudicial to the interest of any
participating  person.  A copy of these rules and any  amendments  and additions
thereto will be furnished to each participating person.

                                  ARTICLE SEVEN

                            Execution of Instruments

         The board of trustees or the executive committee shall designate who is
authorized (a) to execute  certificates of stock,  proxies,  powers of attorney,
checks, drafts,  certificates of participation and instruments relating thereto,
and all other contracts and instruments in writing  necessary or appropriate for
the  corporation  in the  management  of its  affairs,  and  (b) to  attach  the
corporation's  seal thereto;  and may further authorize the extent to which such
execution may be done by facsimile signature.

                                  ARTICLE EIGHT

                                  Disbursements

         No disbursement of $100 or more shall be made unless it is evidenced by
a voucher signed by or on behalf of the person,  firm or  corporation  receiving
the money and correctly describing the consideration for the payment, and if the
disbursement  be for  services  and  disbursements,  setting  forth the services
rendered and an itemized  statement of the  disbursements  made, and if it be in
connection  with any matter  pending  before any  legislative or public body, or
before any  department  or officer of any  government,  correctly  describing in
addition  the  nature  of the  matter  and of the  interest  of the  corporation
therein, or if such voucher cannot be obtained, by an affidavit of an officer or
responsible  employee  stating  the  reasons  therefor  and  setting  forth  the
particulars above mentioned.

                                      - 7 -


<PAGE>



                                  ARTICLE NINE

                                   Fiscal Year

         The fiscal year of the  corporation  shall commence on the first day of
April and shall end on the thirty-first day of March.

                                   ARTICLE TEN

                                 Corporate Seal

         The seal of the corporation shall be circular in form and shall contain
the words "College Retirement Equities Fund, New York, Corporate Seal, 1952."

                                 ARTICLE ELEVEN

                              Amendments to Bylaws

         These  bylaws  may be  amended  either by action of the  members of the
corporation  or the  board of  trustees,  provided  that  written  notice of the
proposed  action shall be mailed to each trustee or member at least one week and
not more than two weeks prior to the date of the meeting at which such action is
to  be  taken.   No  change  in  these   bylaws  shall  take  effect  until  the
Superintendent  of Insurance of the State of New York has  certified it as being
lawful and equitable.


                                      - 8 -


                 AMENDED & RESTATED CUSTODIAL SERVICES AGREEMENT



                                                              October 19, 1981



The Chase Manhattan Bank, N.A.
1211 Avenue of the Americas
New York, New York  10036

Gentlemen:

                  You are hereby  authorized  and  requested to open one or more
custodial accounts in the name of College  Retirement  Equities Fund ("CREF") or
in your name or the name of your agent banks,  on behalf of CREF. This Agreement
defines  the  nature  and  scope  of  the  services  to  be  provided  and  your
responsibility in connection with these custodial accounts.

                  It is hereby agreed that all  securities or other property now
or hereinafter held by you hereunder are held for the custodial  account of CREF
and are to be maintained  and disposed of by you only for us in accordance  with
the terms and conditions  set forth in this  Agreement.  As used herein,  unless
specifically  instructed  in writing to the  contrary,  the phrase  "held by you
hereunder"  shall also include (1) your  authority to deposit all or any part of
such property in a centralized depository,  and (2) the deposit of securities or
other property in a custody account maintained for you on CREF's behalf with any
bank or trust company, or other entity.

                  For purposes of this  Agreement,  a depository  shall mean the
system for the central  handling of securities of any particular class or series
of any issuer deposited  therein which may be treated as part of a fungible bulk
and may be transferred by bookkeeping  entry without  physical  delivery of such
securities.

                  1.       SAFEKEEPING

                  You will be solely responsible for the safekeeping,  handling,
servicing and  disposition  of all  securities or other property of CREF held by
you  hereunder  including,  without  


<PAGE>
                                      -4-


limitation,  any and all of CREF's funds  (including  cash and monies whether in
United States or foreign denominated currencies, hereinafter termed the "Funds")
deposited by CREF with you in accounts in CREF's name, your name or that of your
nominees or agents located at your head office,  offices of your branch or agent
banks,  or the  offices of any other  entities  located  within or  without  the
continental United States.

                  With the exception of liability for "losses from causes beyond
your control"  (defined  herein) and expressly  subject to the provisions of the
next succeeding paragraph, you agree to be liable and to indemnify and hold CREF
harmless for any and all  liability of or loss or damage to CREF with respect to
any such  securities,  Funds and other property,  whether or not such liability,
loss or damage results from any negligence, error, misfeasance, or misconduct on
the part of you,  any of your  employees,  your  agents,  branches,  affiliates,
correspondents,  depositories or other entities  selected by you to have custody
or  responsibility,  on CREF's behalf,  for any of CREF's property in accordance
with this Agreement.  The term "losses from causes beyond your control" shall be
defined  for  purposes  of this  Section 1 to  include  only  losses or  damages
resulting   from  war,   confiscation   or  seizure  of  foreign  owned  assets,
restrictions  on the transmittal or transfer of currencies or other assets owned
by  non-nationals  out of the respective  country as a result of express foreign
governmental regulations with respect thereto, insurrection,  military, naval or
usurped power, hurricane,  cyclone,  tornado,  earthquake,  volcanic eruption or
similar  disturbance  of nature,  or nuclear  fission,  fusion or  radioactivity
(except from industrial uses of nuclear energy).

                  Notwithstanding the foregoing, you further agree that you will
at all times (i) give the securities or other property held by you hereunder the
same care you give your own property of a similar nature and (ii),  with respect
to the  maintenance  of the indicia of  ownership  of such  securities  or other
property,  comply with and remain  subject to Section  404(b) (or any  successor
section or sections  thereto) of the Employee  Retirement Income Security Act of
1974, and all applicable  provisions of the  regulations  thereunder,  as may be
amended from time to time.

                  It is understood and agreed that you are not under any duty to
supervise the  investment  of, or to advise or make any  recommendation  to CREF
with respect to the purchase or sale of any securities.

                  In connection with your responsibilities  hereunder,  you have
advised us that you currently have in force,  for your own  protection,  Bankers
Blanket  Bond  Insurance  and you will  continue to maintain  such  insurance in
substantially  the same form and amount. We understand that such insurance would
be available to cover  certain  losses with  respect to  securities  held by you

<PAGE>
                                      -5-


hereunder.  You agree to give us written  notice of any reduction in the amount,
or material change in the form of such insurance.

                  Promptly upon  receiving a request  therefor from CREF (and in
any event no later than two (2) days in the case of Funds,  and ten (10) days in
the case of all other properties,  after such request has been received by you),
you agree to return,  refund and repay in full,  all Funds or other  property of
CREF held by you, your agents or any other entity  pursuant to the terms of this
Agreement,  free of liens, security interests,  rights, charges or claims of any
kind, including,  without limitation,  any rights of offset, setoff or discharge
relating to any such properties.

                  2.       SERVICING

                  A.  WITHDRAWAL  &  DEPOSIT  OF FUNDS.  All  Funds  held by you
hereunder shall be subject to withdrawal and deposit by you from time to time on
behalf of CREF for the purpose of  consummating  the purchases of sales,  as the
case may be, of  designated  securities,  solely  upon your  receipt  of express
directions  from  duly  authorized  officers  of CREF  in  accordance  with  the
provisions of Section 6 hereof. Such directions shall include,  but shall not be
limited to: (1) the  execution  and  delivery of foreign  currency  contracts on
behalf of CREF,  (2) the  debiting or  crediting  of currency  accounts  (United
States or  foreign)  of CREF  held by you,  your  agents  or any other  entities
pursuant to this Agreement as of settlement date of such other date as specified
in such  instructions,  and (3) the prompt return to CREF of any or all Funds or
property held by you hereunder.

                  B.  ACQUISITIONS AND DISPOSITIONS OF SECURITIES.  From time to
time CREF will  instruct  you to  receive or  deliver  securities  on its behalf
through properly  authorized  instructions as set forth in Section 6 herein.  In
accordance with this Agreement, notwithstanding such instructions that relate to
settlement date entries, you agree that you will:

                  (a) receive such securities  against  payment or exchange,  as
                  directed in any authorized instruction and debit Funds held by
                  you  on our  behalf  only  against  satisfactory  delivery  of
                  securities;

                  (b) assign,  sell,  tender,  exchange or otherwise  dispose of
                  such securities,  only upon receipt of payment or exchange, or
                  your  guarantee  of  payment or  exchange,  as  directed  by a
                  properly  authorized  instruction,  and  credit  our  checking
                  account  accordingly.  Actual  delivery of securities is to be
                  made  by you on the  contractual  settlement  date  only  upon
                  express instructions to such effect, PROVIDED that:
<PAGE>
                                      -6-


                  (1)  the securities are on deposit in our account,
                  (2) our  delivery  instructions  are received by you in timely
                  fashion,  and 
                  (3) payment  therefor  or  securities  in  exchange  have been
                  received by you or your agents;

                  (c)  promptly  furnish  us  with  advices  or  notices  of any
                  receives or delivers of securities, and identify by book entry
                  or otherwise as a quantity of securities  which  constitute or
                  are part of a fungible bulk of securities either registered in
                  the name of your nominee or your  agent's  nominee as shown on
                  your account on the books of a depository;

                  (d)  withdraw  and  deliver  securities  free  of  payment  as
                  directed  in any such  written  instructions  as set  forth in
                  Section   6  herein,   provided,   however,   that   under  no
                  circumstances are any securities to be withdrawn and delivered
                  by you to any individual;  such delivery is to be made only to
                  another custodial  account  exclusively in the name of College
                  Retirement Equities Fund; and

                  (e)   exchange   securities   where  the  exchange  is  purely
                  ministerial.

                  C. INCOME AND  PRINCIPAL.  Income on securities and Funds held
by you hereunder  will be credited  automatically  to our checking  account upon
notification that such income has become due and payable.  Principal received in
connection with securities which mature or are redeemed shall be credited to our
checking account on the date such principal is received.

                  Unless instructed otherwise,  collections of income in foreign
currency are to be converted  into United States  dollars and in effecting  such
conversion  you may use such  methods or agencies  as you may see fit  including
your own facilities at prevailing  rates.  All risk and expense incident to such
collection and conversion is for the account of the  undersigned,  and you shall
have no  responsibility  for  fluctuations  in  exchange  rates  affecting  such
conversion.

                  You shall also acquire and hold hereunder all stock dividends,
rights and similar  securities issued with respect to any securities held by you
hereunder.  With  respect  to any  dividend  reinvestment  plan  in  which  CREF
participates,  and as to which you have been so  notified,  you agree to acquire
and hold hereunder the appropriate  number of shares issuable under such plan in
lieu of the cash  dividend.  With  respect  to stock  dividends,  you are hereby
authorized to sell any  fractional  interest and to credit our checking  account
with the proceeds thereof.
<PAGE>
                                      -7-


                  D. REGISTRATION.  Securities which are eligible for deposit in
centralized  depositories  may be  maintained  in your account with them or your
agent's  nominee.  Subject to the  aforesaid  provision,  you will  register all
securities  (except  such as are in bearer  form) in the name of your nominee or
your agent's nominee,  unless alternate registration  instructions are furnished
by us.  You will  retain  and have  available  at all  times for  inspection  by
regulatory  authorities  evidence that your nominee is registered as required by
the laws and  regulations  of the United  States  and the State of New York,  as
appropriate.

                  3.       VOTING AND OTHER ACTION

                  No  person  may  vote   (other   than   pursuant   to  written
instruction) any securities held by you hereunder. You will promptly transmit to
us, or direct to be transmitted to us, all notices, proxies and proxy soliciting
materials with respect to securities  held by you hereunder,  which proxies will
be executed by the registered holder thereof if registered otherwise than in the
name of CREF,  but without  indicating  the manner  which such proxies are to be
voted.

                  You  will  promptly  transmit  to us all  written  information
(including,  without limitation,  pendency of calls and maturities of securities
and  expirations  of rights in  connection  therewith)  received by you from the
issuers of securities held by you hereunder.  With respect to tender or exchange
offers, you will promptly transmit to us all written information received by you
from issuers of the  securities  whose tender or exchange is sought and from the
party (or his agents) making the tender or exchange offer.

                  4.       RECORDS, AFFIDAVITS AND REPORTS

                  With respect to the  securities and other property held by you
hereunder, you agree:

                  A. To maintain records sufficient to verify information we are
required to report in Schedule D of the Annual  Statement Blank of the Insurance
Department of the State of New York as amended from time to time,  which records
will consist of a list of such securities showing a complete description of each
issue, including the number of shares and par value of securities so held at the
end of such month and such other  information  as may be required by such report
or any other report  required by the  Insurance  Department  of the State of New
York;

                  B. To maintain records in New York regarding  transactions and
related activities  described in "Servicing"  Section 2 sufficient to verify the
accuracy of regular  monthly  reports and income received on such securities and
other property;
<PAGE>
                                      -8-


                  C.  To  maintain  records  sufficient  to  verify  information
relating to Funds held by you,  including but not limited to (1) the purchase of
foreign currency contracts,  (2) the maintenance of foreign currency accounts on
behalf of CREF in the  possession  and custody of you, your agent banks or other
entities  located  outside the United States,  and (3) any reports  submitted to
CREF relating to its Funds;

                  D. To furnish us with the appropriate affidavit(s) in the form
of Exhibit A,  attached  hereto or in such other form as may be submitted to you
by us from time to time which is acceptable  to the Insurance  Department of the
State of New York or any  other  state of  federal  governmental  agency  having
jurisdiction  over CREF, in order for the securities and other property referred
to in such affidavit(s) to be recognized as admitted assets of CREF and in order
for CREF to comply with any other requirements of such Department or agencies;

                  E.  To  furnish  us  with  any  report  obtained  by  you on a
depository's system of internal accounting control;  and to furnish us with such
reports on your  system of  internal  accounting  control  as we may  reasonably
require;

                  F. To furnish us with all such other  reports and  information
as shall be  reasonably  requested by us relating to all property held by you on
our behalf pursuant to the terms of this Agreement; and

                  G. To furnish all such  information,  reports  and  affidavits
pursuant to this Section 4 within a reasonable time after request therefor.

                  5.       ACCESS

                  During  the course of your  regular  banking  hours,  any duly
authorized  officer,  employee  or agent of CREF,  any  independent  accountants
selected by CREF, and any member of the Insurance Department of the State of New
York or governmental  agencies having  jurisdiction over CREF, shall be entitled
to examine,  on your premises,  securities and records of all Funds and property
held by you, your agents, or other entities hereunder and your books and records
pertaining to your actions under this  Agreement,  but only upon  furnishing you
with written notice of such examination  signed by a duly authorized  officer of
CREF. Your books and records used in connection with our indirect  participation
in a depository or other entities, to the extent that they relate to depository,
custodial or other services  rendered to us by you,  pursuant to this Agreement,
shall at all times during your regular  business  hours be open to inspection by
duly  authorized  employees or agents of CREF or  governmental  agencies  having
jurisdiction over CREF, but only upon furnishing you with written notice to that
effect as 


<PAGE>

                                      -9-

specified in the preceding sentence.

                  Upon  receiving a request  from CREF,  you agree that you will
use your best efforts to enable any of the aforementioned officers, accountants,
employees,  agents and members of CREF, the Insurance Department of the State of
New York or other  governmental  agencies  having  jurisdiction  over  CREF,  to
inspect and examine  securities and other property of CREF and books and records
of such property not located on your  premises,  which  property and records are
held on  CREF's  behalf  by your  agents  or  other  entities  pursuant  to this
Agreement.

                  6.       AUTHORIZATION

                  A. Except as  otherwise  provided in this  Agreement,  written
instructions  by CREF  hereunder  shall be signed  by any two of its  Authorized
Officers  specified in a separate  list for this purpose which will be furnished
to you from time to time signed by the treasurer or any assistant  treasurer and
by the secretary or an assistant secretary as certified under the corporate seal
of CREF.

                  B.  Instructions  for the withdrawal of CREF owned  securities
"free of  payment"  shall  be acted  upon by you  only if  received  in  writing
manually signed by any two of such Authorized  Officers with the title chairman,
president,  executive  vice  president,  or  treasurer,  or by any one of  those
officers  together with any CREF officer with the title senior vice president or
vice president.

                  7.       FEES AND EXPENSES

                  You will be compensated  for the services  rendered under this
Agreement  and  reimbursed  for  out-of-pocket   expenses  through  arrangements
negotiated between us from time to time.

                  8.       EXEMPTION FROM INCOME TAX

                  CREF is exempt from the payment of United  States  income tax.
Upon  receipt of  documentation  evidencing  CREF's tax exempt  status,  you are
hereby  authorized  and  empowered,  as CREF's  agent,  in its name, to sign any
certificate of ownership or other certificate which is or may be required by any
regulations  of the Internal  Revenue  Service or other  authority of the United
States.

                  To enable you properly to execute such certificate,  we hereby
certify that CREF is a corporation duly organized and existing under the laws of
the State of New York, having its principal place of business in the City of New
York. CREF's Employer Identification No. is 136022042.

                  Should there by any change in the  information  furnished  
<PAGE>

                                      -10-

you herein, we will inform you promptly.  If at any time CREF's status should be
such as to require the  withholding of any income tax from payments  received by
you, you are hereby  authorized  and empowered to make whatever  deductions  are
then required by applicable laws or regulations and are requested to notify CREF
accordingly.

                  9.       AMENDMENTS

                  No  amendments  to  this  Agreement  or  change  in any of the
instructions  set forth  herein  shall be  effective  unless made in writing and
signed by either the chairman or president and by any executive  vice  president
or the treasurer. No such amendment or change in instructions shall be effective
until actual receipt thereof by you as provided in Section 10 herein.

                  10.      NOTICES

                  Official  receipts  and  advices of all types  relating to the
securities,  Funds or other  property held by you hereunder  will be prepared by
you, in duplicate,  and forwarded to the particular  divisions of CREF indicated
in a separate listing which the treasurer will furnish you from time to time.

                  Written notices  hereunder shall be  hand-delivered  or mailed
first class, addressed (a) if to you, at your address set forth at the beginning
of this  Agreement  or (b) if to CREF at 730 Third  Avenue,  New York,  New York
10017,  Attention:   Treasurer.  Written  notice  of  (1)  termination  of  this
Agreement, (2) termination of your participation in DTC or any other depository,
(3)  changes  in your  designation  of any of your  agents,  branches  or  other
entities having custody of any of CREF's  property under this Agreement,  or (4)
changes in your insurance coverage,  shall be sent by certified mail;  provided,
however,  that any such notice pursuant hereto shall not constitute  approval by
CREF of any such  termination,  change  or  designation  nor shall  such  notice
relieve you of your responsibilities hereunder.

                  Any notice so  addressed,  hand  delivered and mailed shall be
deemed to be given on whichever of the  following  dates shall first occur:  (i)
the date of actual receipt  thereof,  (ii) the fifth day next following the date
mailed,  or (iii) if the substance  thereof is  communicated by hand delivery or
certified mail, the date so delivered or mailed.

                  11.      TERMINATION

                  Either party may terminate  this Agreement by giving the other
party sixty (60) days written notice of termination, provided, however, that you
shall not  terminate  this  Agreement  without your prior  delivery to us of all
Funds,  securities and other property of CREF held by you on our behalf pursuant
to this 


<PAGE>

                                      -11-

Agreement.

                  12.      EFFECT OF HEADINGS

                  The Section headings herein are for convenience only and shall
not affect the construction hereof.

                  13.      GOVERNING LAW

                  This   Agreement   shall  be  governed  by  and  construed  in
accordance with the law of the State of New York.

                  This Agreement shall become  effective upon receipt by CREF of
a copy of this letter signed by you indicating your acceptance thereof.

                                            Very truly yours,

                                            COLLEGE RETIREMENT EQUITIES FUND



                                            BY:________________________________
                                                  Richard J. Adamski
                                                  Treasurer


                                            BY:________________________________
                                                  James G. MacDonald
                                                  President


Accepted and Agreed:

THE CHASE MANHATTAN BANK, N.A.



BY:___________________________________

<PAGE>
                                      -12-


                                    EXHIBIT A
                               CUSTODIAN AFFIDAVIT

STATE OF        )
                )SS.:
COUNTY OF       )

_______________________________________, being  duly  sworn  deposes  and says
that he is _________________________________ of The Chase Manhattan  Bank, N.A.,
a banking corporation organized under and pursuant to the laws of the
_________________________________________________ with principal place of 
business at ________________________________________________________,
, (hereinafter called the "Bank");

                  That his duties involve  supervision of activities of the Bank
as custodian and records relating thereto;

                  That the Bank is custodian  for certain  securities of College
Retirement  Equities  Fund having a place of business at 730 Third  Avenue,  New
York, NY 10017  (hereinafter  called the "Company")  pursuant to the Amended and
Restated  Custodial Services Agreement dated as of October 19, 1981 (hereinafter
the "Agreement") between the Bank and the Company;

                  That the  schedule  attached  hereto  is a true  and  complete
statement of securities which were in the custody of the Bank for the account of
the Company as of the close of business on _______________________; that unless 
otherwise  indicated  on the  schedule,  the next  maturing  and all  subsequent
coupons  were  then  either  attached  to  coupon  bonds  or in the  process  of
collection;  and  that,  unless  otherwise  shown  on  the  schedule,  all  such
securities  were in bearer form or in registered form in the name of the Company
or its nominee,  or a nominee of the Bank or its agent's nominee, or were in the
process of being registered in such form;

                  That  the Bank as  custodian  has the  responsibility  for the
safekeeping of such securities as that  responsibility is specifically set forth
in the Agreement between the Bank as custodian and the Company; and

                  That,  to  the  best  of  his  knowledge  and  belief,  unless
otherwise  shown on the  schedule,  said  securities  were the  property of said
Company and were free of all liens, claims, or encumbrances whatsoever.


Subscribed and sworn to
before me this      day
of                       _______________________________________ (L.S.)

<PAGE>

                    AMENDMENT TO CUSTODIAL SERVICES AGREEMENT
                             DATED OCTOBER 19, 1981
                               AS AMENDED, BETWEEN
                        COLLEGE RETIREMENT EQUITIES FUND
                                        &
                         THE CHASE MANHATTAN BANK, N.A.


         AMENDMENT dated February 14, 1992, to the Amended & Restated  Custodial
Services Agreement,  dated October 19, 1981, as amended (the "Custodial Services
Agreement"),  between  COLLEGE  RETIREMENT  EQUITIES FUND ("CREF") and THE CHASE
MANHATTAN BANK, N.A. ("Chase").

         WHEREAS,  CREF and  Chase  have  entered  into the  Custodial  Services
Agreement  which sets forth the terms and  conditions  under  which  Chase holds
securities or other property of CREF;

         WHEREAS,  CREF is  establishing  a new account  (the  "Global  Equities
Account") and desires to arrange for the custody of certain of the assets of the
Global  Equities  Account with Chase,  and Chase desires to hold such assets for
CREF;

         NOW, THEREFORE, CREF and Chase hereby agree that all custodial accounts
opened  with Chase by CREF on behalf of the  Global  Equities  Account  shall be
subject to, and governed in all rsepects by, the Custodial Services Agreement.

         IN WITNESS  WHEREOF,  the parties  hereto have set their hand as of the
date first mentioned above.


COLLEGE RETIREMENT EQUITIES FUND    THE CHASE MANHATTAN BANK, N.A.



By:__________________________________  By:__________________________________
              John H. Biggs                 Name: Michelle David
                President                   Title: Vice President


By:__________________________________                             
          Richard J. Adamski
    Vice President and Treasurer



<PAGE>

                    AMENDMENT TO CUSTODIAL SERVICES AGREEMENT
                             DATED OCTOBER 19, 1981
                               AS AMENDED, BETWEEN
                        COLLEGE RETIREMENT EQUITIES FUND
                                        &
                         THE CHASE MANHATTAN BANK, N.A.


         AMENDMENT  dated March 15,  1994,  to the Amended & Restated  Custodial
Services Agreement,  dated October 19, 1981, as amended (the "Custodial Services
Agreement"),  between  COLLEGE  RETIREMENT  EQUITIES FUND ("CREF") and THE CHASE
MANHATTAN BANK, N.A. ("Chase").

         WHEREAS,  CREF and  Chase  have  entered  into the  Custodial  Services
Agreement  which sets forth the terms and  conditions  under  which  Chase holds
securities or other property of CREF;

         WHEREAS,  CREF is establishing a new account (the "Growth Account") and
desires  to  arrange  for the  custody  of  certain  of the assets of the Growth
Account with Chase, and Chase desires to hold such assets for CREF;

         NOW, THEREFORE, CREF and Chase hereby agree that all custodial accounts
opened with Chase by CREF on behalf of the Growth  Account  shall be subject to,
and governed in all respects by, the Custodial Services Agreement.

         IN WITNESS  WHEREOF,  the parties  hereto set their hand as of the date
first mentioned above.

COLLEGE RETIREMENT EQUITIES FUND    THE CHASE MANHATTAN BANK, N.A.


By:__________________________________  By:__________________________________
              John H. Biggs                 Name: Michelle David
                Chairman                    Title: Vice President


By:__________________________________                             
          Richard J. Adamski
    Vice President and Treasurer


<PAGE>

                                                    October 19, 1981

The Chase Manhattan Bank, N.A.
1211 Avenue of the Americas
New York, N.Y.  10036

                                      Re:      College Retirement Equities Fund
                                               Amended and Restated Custodial
                                               SERVICES AGREEMENT              
                                               --------------------------------

Dear Sirs:

                  We  refer  to the  Amended  and  Restated  Custodial  Services
Agreement  dated as of October  19,  1981 (the  "Agreement")  between  The Chase
Manhattan Bank, N.A. ("Chase") and College Retirement Equities Fund ("CREF").
                  The parties hereby agree that if in connection  with a sale of
securities, Chase is liable for and must indemnify CREF for loss or damage under
Section 1 of the Agreement, Chase shall credit CREF with the cash proceeds as if
the sale and delivery of such securities were completed as scheduled pursuant to
authorized  instructions.  Chase shall not,  however,  be liable for any profits
(real or  potential)  that would have been the result of an  investment  by CREF
with the cash  proceeds  of the sale of such  securities  in another  securities
investment.

                                       Very truly  yours,  

                                       COLLEGE RETIREMENT EQUITIES FUND


                                       By:_____________________________________
                                            Richard J. Adamski
                                            Treasurer


                                       By:_____________________________________
                                            James G. MacDonald
                                            President

<PAGE>
                                      -2-


Accepted and Agreed:

THE CHASE MANHATTAN BANK, N.A.


By:____________________________________                           


                          CUSTODIAN SERVICES AGREEMENT

Bankers Trust Company
Custodian Securities Division
16 Wall Street
New York, New York  10015

Gentlemen:

                  Attached is a certified  copy of a resolution of the Executive
Committee of the Board of Trustees of College Retirement  Equities Fund ("CREF")
adopted at a meeting held March 13, 1974, as amended  September 22, 1976,  March
16, 1977, and September 21, 1977,  which  designates  Bankers Trust Company as a
depository for any stocks,  bonds or other  securities  ("securities")  owned or
held  by  CREF,  and  authorizes  the  indirect  participation  of  CREF  in The
Depository  Trust Company (DTC) and the Federal Reserve Book Entry System.  This
Agreement  defines  the  nature  and scope of the  services  to be  provided  in
connection with the foregoing authorization, and supersedes all prior agreements
on this subject.

                  It is hereby agreed that all  securities now or hereafter held
by you  hereunder  are  held  for the  custodial  account  of CREF and are to be
maintained  and disposed of by you for us only in accordance  with the terms and
conditions  set forth 


<PAGE>

                                      -2-

in this Agreement.  As used herein, unless specifically instructed in writing to
the  contrary,  the phrase "held by you  hereunder"  shall also include (1) your
authority  to deposit all or any part of such  securities  in a  depository,  as
defined herein,  provided that you participate directly in such depository under
an arrangement which satisfies the requirements of Section 2 hereof, and (2) the
deposit of Japanese  securities in a custody  account  maintained for you with a
Japanese bank or trust company.

                  1.       DEFINITIONS
                  As used in this agreement:
                  [A]  "Book  Entry  System"  means a  system  for  the  central
handling of securities  operated by a Federal  Reserve bank as part of the joint
Federal  Reserve-Treasury   Department  book-entry  program  for  United  States
government and agency  securities in which all securities of any class or series
deposited  within the system are  treated as  fungible  and may be  transferred,
loaned,  or pledged by  bookkeeping  entry  without  physical  delivery  of such
securities.
                  [B]  "Depository"  means the Book  Entry  System,  and the DTC
system  for the  central  handling  of  securities  in which  securities  of any
particular  class or series of any issuer  deposited  therein  may be treated as
fungible and may be transferred, loaned, or pledged by bookkeeping entry without
physical delivery of such securities.

                  [C] A "report" on a "system of internal accounting control" is
a  report  on the  accounting  system,  the  internal  


<PAGE>

                                      -3-

accounting  control,  and procedures for safeguarding  securities related to the
custodial  functions  provided by a depository or custodian which is based on an
examination by an independent  public  accountant that is sufficient in scope to
provide reasonable assurance that any material inadequacies, existing or arising
since the prior examination,  would be disclosed.  The report shall describe any
material  inadequacies  disclosed,  and if an  examination  did not disclose any
material inadequacies the report shall so state. 

                  2. DEPOSITORY ARRANGEMENT WITH DTC

                  You  agree  that  the  arrangement  between  you and DTC  will
satisfy the following requirements:

                  [A] With respect to a sale of a security by us, the depository
may effect  delivery of the  security,  except  delivery to you for our account,
only upon payment for the security or the depository's guarantee of payment, and
with  respect to a purchase of a security  by us, the account in the  depository
representing  our interest may be debited for payment for the security only upon
delivery  of the  security  to the  account  or the  depository's  guarantee  of
delivery.

                  [B] The CREF securities  shall be represented in an account at
the  depository  which does not  include  any assets held by you other than as a
fiduciary, custodian, or otherwise for customers.

                  [C] The depository is obligated, if a certificated security in
the depository has been lost, apparently destroyed, 


<PAGE>

                                      -4-

or wrongfully  taken,  to take all  appropriate  and  necessary  steps to obtain
replacement.

                  You further agree to give us sixty (60) days written notice of
your intention to terminate your participation in DTC.

                  3.       SAFEKEEPING
                  You will be solely responsible for the safekeeping,  handling,
servicing and  disposition,  in accordance with the terms of this Agreement,  of
all  securities  held by you  hereunder,  and you will be liable for any loss or
damage with respect thereto,  whether  resulting from the use of a depository or
otherwise,  except for losses from causes  beyond your control.  "Losses  beyond
your control" shall mean only loss or damage  resulting from war,  insurrection,
military,  naval or usurped  power,  hurricane,  cyclone,  tornado,  earthquake,
volcanic eruption or similar  disturbance of nature, or nuclear fission,  fusion
or radioactivity (except from industrial uses of nuclear energy). Losses arising
by reason of any negligence, error, misfeasance or misconduct on the part of you
or any of your employees or agents,  or from your failure to enforce such rights
as you may have  against a  depository,  shall  not be deemed to be from  causes
beyond your  control and you hereby agree to indemnify us against any such loss.
All such securities are to be segregated from your own securities, from those of
any of your other customers,  and from all accounts other than those established
under this Agreement, except that, when the facilities of a depository are used,
such  segregation  will be  understood  to mean  segregation  


<PAGE>

                                      -5-

upon your  official  records.  You further agree that you will at all times give
the securities held by you hereunder the same care you give your own property of
a similar nature.
                  You have advised us that you currently have in force, for your
own  protection,  Bankers  Blanket Bond Insurance of the broadest form available
for commercial  banks,  in the amount of $40,000,000  for any one loss, and that
you will continue to maintain such insurance in substantially  the same form and
amount.  We understand  that such  insurance  would be available,  on a pro rata
basis,  to cover losses with respect to securities  held by you  hereunder.  You
agree to give us sixty (60) days written  notice of any reduction in the amount,
or material change in the form, of such insurance.
                  It is understood and agreed that you are not under any duty to
supervise the  investment of, or to advise or make any  recommendations  to CREF
with respect to the purchase or sale of any securities.

                  4.       SERVICING
                  A. ACQUISITIONS AND DISPOSITIONS - From time to time CREF will
instruct you to acquire or dispose of securities on its behalf through  properly
authorized instructions,  whether denominated as purchase warrant, sales warrant
or  otherwise.  (See  "Authorizations",  Section 8 below).  Upon receipt of such
instructions and in accordance with this Agreement, you agree that you will:
                  (a) receive such securities  against  payment or 


<PAGE>

                                      -6-

                      exchange,  as directed in any purchase warrant,  and debit
                      our checking account accordingly;  and 
                      (b) assign,  sell or otherwise dispose of such securities,
                      against payment or exchange,  or your guarantee of payment
                      or exchange,  as directed in any sales warrant, and credit
                      our  checking  account  accordingly  on the date of actual
                      delivery,  with appropriate  value. Such delivery is to be
                      made by you on the  contractual  settlement  date provided
                      that  (1)  the  securities  are  then in  position  in our
                      account and (2) our delivery  instructions are received in
                      timely fashion. In connection with such dispositions:
                           (i) with  respect  to any  securities  registered  in
                           CREF's  name,  appropriate  stock or bond powers will
                           accompany the sales warrant; and
                           (ii) with respect to eligible transactions,  you will
                           make  deliveries  through  (a)  the  Federal  Reserve
                           System,   pursuant  to  Subpart  0  of  the  Treasury
                           Department   Circular   #300  (31  Code  of   Federal
                           Regulations Part 306), and operating circulars of the
                           Federal  Reserve  Bank of New York,  both as  amended
                           from  time  to  time,  or (b) the  facilities  of DTC
                           pursuant  to  Section  8-320 of the New York  Uniform
                           Commercial  Code and Rules and Procedures of DTC, and
                           any subsequent amendments thereto; and

<PAGE>
                                      -7-


                      (c) furnish us with  confirmation  of any purchase or sale
                      of securities  and by book entry or otherwise  identify as
                      belonging to us a quantity of securities  which constitute
                      or are  part  of a  fungible  bulk  of  securities  either
                      registered  in your name or in the name of your nominee as
                      shown on your account on the books of the depository;  and
                      (d)  withdraw  and deliver  securities  free of payment as
                      directed   in   any   such   written   instructions   (see
                      "Authorizations",  Section  8 below),  provided,  however,
                      that  under  no  circumstances  are any  securities  to be
                      withdrawn  and  delivered by you to any  individual;  such
                      delivery is to be made only to another  custodial  account
                      exclusively  in the name of  College  Retirement  Equities
                      Fund or  Teachers  Insurance  and Annuity  Association  of
                      America.

                  B.  INCOME AND  PRINCIPAL - Income on  securities  held by you
hereunder  will be credited  automatically  to our  checking  account  when such
amounts become due and payable.  Amounts  relating to securities which mature or
are redeemed shall be credited to our checking account on the date the funds are
received, with appropriate value.
                  Collections of income in foreign  currency are to be converted
into United  States  dollars,  to the extent  possible,  and in  effecting  such
conversion you may use such methods or agencies as you may see fit including the
facilities of your own foreign 


<PAGE>

                                      -8-

division at customary  rates.  All risk and expense  incident to such collection
and  conversion  is for the  account of the  undersigned,  and you shall have no
responsibility for fluctuations in exchange rates affecting such conversion.
                  You shall also acquire and hold hereunder all stock dividends,
rights and similar  securities issued with respect to any securities held by you
hereunder.  With  respect  to any  dividend  reinvestment  plan  in  which  CREF
participates,  and as to which you have been so  notified,  you agree to acquire
and hold hereunder the appropriate  number of shares issuable under such plan in
lieu of the cash  dividend.  With  respect  to stock  dividends,  you are hereby
authorized to sell any  fractional  interest and to credit our checking  account
with the proceeds thereof.
                  C. REGISTRATION - Securities which are eligible for deposit in
DTC may be maintained in your account with DTC which meets the  requirements  of
Section  2 of this  Agreement.  Subject  to the  aforesaid  provision,  you will
register all securities  (except such as are in bearer form) in the name of your
nominee,  unless alternate  registration  instructions are furnished by us. With
respect to securities  registered in the name of your nominee,  it is understood
that negotiability is to be automatically provided by you as custodian. You will
retain and have available at all times for inspection by regulatory  authorities
evidence that your nominee is registered as required by the laws and regulations
of the United States and the State of 


<PAGE>

                                      -9-

New York, as appropriate.  You will obtain
and hold  waivers  from your  nominees as to the legal  title of all  securities
registered in the names of your nominees.

                  5.       VOTING AND OTHER ACTION
                  No  person  may  vote   (other   than   pursuant   to  written
instruction) any securities held by you hereunder. You will promptly transmit to
us, or cause to be  transmitted  to us,  directly  from an  issuer or  through a
depository,  all notices, proxies and proxy soliciting materials with respect to
securities  held  by you  hereunder,  which  proxies  will  be  executed  by the
registered holder thereof if registered  otherwise than in the name of CREF, but
without indicating the manner in which such proxies are to be voted.
                  You  will  promptly  transmit  to us all  written  information
(including,  without limitation,  pendency of calls and maturities of securities
and  expirations  of rights in  connection  therewith)  received by you from the
issuers of securities held by you hereunder.  With respect to tender or exchange
offers, you will promptly transmit to us all written information received by you
from issuers of the  securities  whose tender or exchange is sought and from the
party (or his agents) making the tender or exchange offer.
                  6.       RECORDS, AFFIDAVITS AND REPORTS
                  With  respect to the  securities  held by you  hereunder,  you
agree:
                  A. To  furnish  us at the close of each  month  with a 


<PAGE>

- -10-

list of such  securities  showing a complete  description  of each issue,  which
shall  include  the number of shares or par value of bonds so held at the end of
such month;
                  B. To maintain records sufficient to verify information we are
required to report in Schedule D of the Annual  Statement blank of the Insurance
Department of the State of New York;
                  C. To furnish us with the appropriate affidavit(s) in the form
of Exhibit A, B, & C attached hereto, or in such other form as may be acceptable
to you and to the New York  Insurance  Department  in order  for the  securities
referred to in such  affidavit(s)  to be recognized as admitted  assets of CREF;
and
                  D.  To  furnish  us  with  any  report  obtained  by  you on a
depository's system of internal accounting control;  and to furnish us with such
reports on your  system of  internal  accounting  control  as we may  reasonably
require.
                  7.       ACCESS
                  During the course of your regular  banking hours,  any officer
or employee of CREF,  any  independent  accountant(s)  selected by CREF, and any
member of the Insurance Department of the State of New York shall be entitled to
examine,  on your premises,  securities held by you hereunder and your books and
records  pertaining  to  your  actions  under  this  Agreement,  but  only  upon
furnishing  you with  written  instructions  to that effect from any  Authorized
Officer of CREF with the title chairman, president, executive vice president, or
treasurer.  Your  books  


<PAGE>

                                      -11-

and records used in connection with our indirect  participation in a depository,
to the extent that they  relate to  depository  services  rendered to us by you,
shall at all times during your regular  business  hours be open to inspection by
duly authorized  employees or agents of the Securities and Exchange  Commission,
but only upon  furnishing you with written  instructions to that effect from one
of the Authorized Officers of CREF specified in the preceding sentence.
                  8.       AUTHORIZATIONS
                  A. Except as  otherwise  provided in this  Agreement,  written
instructions  by CREF  hereunder  shall be signed  by any two of its  Authorized
Officers  specified in a separate  list for this purpose which will be furnished
to you from time to time signed by the  treasurer or an assistant  treasurer and
certified under the corporate seal by the secretary or an assistant secretary.
                  B.  Instructions  for the withdrawal of CREF owned  securities
"free of  payment"  shall  be acted  upon by you  only if  received  in  writing
manually signed by any two of such Authorized  Officers with the title chairman,
president,  executive  vice  president,  or  treasurer,  or by any one of  those
officers  together with any CREF officer with the title senior vice president or
vice president.
                  9.       FEES AND EXPENSES
                  You will be compensated  for the services  rendered under this
Agreement through compensating  balance arrangements  negotiated between us from
time to time.

<PAGE>
                                      -12-


                  Expenses   incurred   for   postage,   insurance,    exchange,
correspondent  and similar  charges in connection with  transactions  under this
Agreement  are to be billed to us  periodically  and are not to be deducted from
sale proceeds or charged to any CREF account. Similarly, there should be neither
a deduction  from sale  proceeds nor any debit to a CREF account for any coupons
which may be in process of collection at the time bonds are delivered to you.
                  10.      EXEMPTION FROM INCOME TAX
                  CREF is exempt from the payment of United  States  income tax.
You are hereby  authorized and empowered,  as CREF's agent, in its name, to sign
any certificate of ownership or other certificate which is or may be required by
any regulations of the Internal Revenue Service or other authority of the United
States, provided that no certificate so signed by you shall be inconsistent with
CREF's tax exempt status.
                  To enable you properly to execute such certificates, we hereby
certify that CREF is a corporation duly organized and existing under the laws of
the State of New York, having its principal place of business in the City of New
York. CREF's Employer Identification No. is 136022042.
                  Should there be any change in the  information  furnished  you
herein, we will inform you promptly. If at any time CREF's status should be such
as to require the  withholding of any income tax from payments  received by you,
you are hereby  authorized  and empowered to make whatever  deductions  are then
required by 


<PAGE>

                                      -13-

applicable laws or regulations.

                  11.      AMENDMENTS
                  No  amendments  to  this  Agreement  or  change  in any of the
instructions  set forth  herein  shall be  effective  unless made in writing and
signed by either the chairman or president and by any executive  vice  president
or the treasurer.
                  12.      NOTICES
                  Official  security  receipts and advices of all types relating
to the  Securities  held by you hereunder will be prepared by you, in duplicate,
and  forwarded to the  particular  division or divisions of CREF  indicated in a
separate listing which the treasurer will furnish you from time to time.
                  Written notices  hereunder shall be  hand-delivered  or mailed
first class, addressed (a) if to you, at your address set forth at the beginning
of this  Agreement  or (b) if to CREF at 730 Third  Avenue,  New York,  New York
10017,  Attention:   Treasurer.  Written  notice  of  (1)  termination  of  this
agreement,  (2) termination of your participation in DTC, or (3) changes in your
insurance coverage, shall be sent by certified mail.
                  13.      TERMINATION
                  Either party may terminate  this Agreement by giving the other
party sixty (60) days written notice of termination.

<PAGE>
                                      -14-


                  This Agreement shall become  effective upon receipt by CREF of
a copy of this letter signed by you indicating your acceptance thereof.

                                               Very truly yours,

                                               COLLEGE RETIREMENT EQUITIES FUND

                                               By:
                                               --------------------------------

                                               By:
                                               --------------------------------

Accepted and agreed:
BANKERS TRUST COMPANY

By:
- --------------------------------------

<PAGE>
                                      -15-


                  I, Louis R. Garcia,  Secretary of College Retirement  Equities
Fund, a corporation  duly  organized and existing under the laws of the State of
New York, HEREBY CERTIFY that the attached is a true copy of the resolution duly
adopted by the CREF board of trustees  of said  corporation  at meeting  thereof
duly convened and held on March 13, 1974 and that such resolution is now in full
force and effect, and is in accordance with the provisions of the bylaws of said
corporation.
                  WITNESS my hand and the seal of the Fund at New York City this
23 day of February , 1978.

                                             ----------------------------------
                                                 Louis R. Garcia, Secretary

(SEAL)


<PAGE>


                    AMENDMENT TO CUSTODIAN SERVICES AGREEMENT
                              DATED MARCH 17, 1978
                               AS AMENDED, BETWEEN
                        COLLEGE RETIREMENT EQUITIES FUND
                                        &
                              BANKERS TRUST COMPANY



         AMENDMENT dated February 14, 1992, to the Custodian Services Agreement,
dated March 17, 1978, as amended (the "Custodian Services  Agreement"),  between
COLLEGE RETIREMENT EQUITIES FUND ("CREF") and BANKERS TRUST COMPANY ("Bankers").

         WHEREAS,  CREF and Bankers  have entered  into the  Custodian  Services
Agreement  which sets forth the terms and  conditions  under which Bankers holds
securities or other property of CREF;

         WHEREAS,  CREF is  establishing  a new account  (the  "Global  Equities
Account") and desires to arrange for the custody of certain of the assets of the
Global  Equities  Account with Bankers,  and Bankers desires to hold such assets
for CREF;

         NOW,  THEREFORE,  CREF and  Bankers  hereby  agree  that all  custodial
accounts  opened with Bankers by CREF on behalf of the Global  Equities  Account
shall be subject to, and  governed in all respects  by, the  Custodian  Services
Agreement.

         IN WITNESS  WHEREOF,  the parties  hereto have set their hand as of the
date first mentioned above.

COLLEGE RETIREMENT EQUITIES FUND    BANKERS TRUST COMPANY


By:_________________________________  By:______________________________________
             John H. Biggs                  Name:
               President                    Title:

                  and

By:_________________________________                             
         Richard J. Adamski
    Vice President and Treasurer


<PAGE>


                    AMENDMENT TO CUSTODIAN SERVICES AGREEMENT
                              DATED MARCH 17, 1978
                               AS AMENDED, BETWEEN
                        COLLEGE RETIREMENT EQUITIES FUND
                                        &
                              BANKERS TRUST COMPANY


         AMENDMENT  dated March 15, 1994, to the Custodian  Services  Agreement,
dated March 17, 1978, as amended (the "Custodian Services  Agreement"),  between
COLLEGE RETIREMENT EQUITIES FUND ("CREF") and BANKERS TRUST COMPANY ("Bankers").

         WHEREAS,  CREF and Bankers  have entered  into the  Custodian  Services
Agreement  which sets forth the terms and  conditions  under which Bankers holds
securities or other property of CREF;

         WHEREAS,  CREF is  establishing  two new accounts  (the  "Equity  Index
Account"  and the  "Growth  Account")  and desires to arrange for the custody of
certain of the assets of the Equity  Index  Account and the Growth  Account with
Bankers, and Bankers desires to hold such assets for CREF;

         NOW,  THEREFORE,  CREF and  Bankers  hereby  agree  that all  custodial
accounts  opened with Bankers by CREF on behalf of the Equity Index  Account and
the Growth  Account  shall be subject to, and  governed in all  respects by, the
Custodian Services Agreement.

         IN WITNESS  WHEREOF,  the parties  hereto have set their hand as of the
date first mentioned above.


COLLEGE RETIREMENT EQUITIES FUND    BANKERS TRUST COMPANY


By:_________________________________  By:______________________________________
             John H. Biggs                  Name:
               President                    Title: Vice President

                  and

By:_________________________________                             
         Richard J. Adamski
    Vice President and Treasurer




<PAGE>


                    AMENDMENT TO CUSTODIAN SERVICES AGREEMENT
                              DATED MARCH 17, 1978
                               AS AMENDED, BETWEEN
                        COLLEGE RETIREMENT EQUITIES FUND
                                        &
                              BANKERS TRUST COMPANY


         AMENDMENT dated January 3, 1995, to the Custodian  Services  Agreement,
dated March 17, 1978, as amended (the "Custodian Services  Agreement"),  between
COLLEGE RETIREMENT EQUITIES FUND ("CREF") and BANKERS TRUST COMPANY ("Bankers").

         WHEREAS,  CREF and Bankers  have entered  into the  Custodian  Services
Agreement  which sets forth the terms and  conditions  under which Bankers holds
securities or other property of CREF;

         WHEREAS,  CREF is  establishing  one new account  (the  "Social  Choice
Account"  and desires to arrange for the custody of certain of the assets of the
Social Choice Account with Bankers,  and Bankers desires to hold such assets for
CREF;

         NOW,  THEREFORE,  CREF and  Bankers  hereby  agree  that all  custodial
accounts  opened  with  Bankers by CREF on behalf of the Social  Choice  Account
shall be subject to, and  governed in all respects  by, the  Custodian  Services
Agreement.

         IN WITNESS  WHEREOF,  the parties  hereto have set their hand as of the
date first mentioned above.


COLLEGE RETIREMENT EQUITIES FUND    BANKERS TRUST COMPANY


By:_________________________________  By:______________________________________
           Thomas W. Jones                  Name:
               President                    Title: Vice President

                  and

By:_________________________________                             
         Richard J. Adamski
    Vice President and Treasurer





                          CUSTODIAL SERVICES AGREEMENT



Morgan Guaranty Trust Company                                 March 3, 1988
23 Wall Street
New York, New York  10015

Gentlemen:

You are hereby  authorized and requested to open one or more custodial  accounts
in the name of College  Retirement  Equities Fund ("CREF") or in your name or in
the name of your branches on behalf of CREF.  This Agreement  defines the nature
and scope of the services to be provided and your  responsibility  in connection
with these custodial accounts.

It is hereby  agreed that all  securities or other  property now or  hereinafter
held by you hereunder  are held for the custodial  account of CREF and are to be
maintained  and disposed of by you only for us in accordance  with the terms and
conditions  set forth in this  Agreement.  As used herein,  unless  specifically
instructed in writing to the contrary,  the phrase "held by you hereunder" shall
also include (1) your authority to deposit all or any part of such property in a
centralized depository, and (2) the deposit of securities or other property in a
custody account maintained by Morgan Guaranty Trust Company wherever located.

For  purposes  of this  Agreement,  a  depository  shall mean the system for the
central  handling of securities of any particular  class or series of any issuer
deposited  therein  which may be treated  as part of a fungible  bulk and may be
transferred by bookkeeping entry without physical delivery of such securities.

1.       SAFEKEEPING

You will be responsible for the safekeeping, handling, servicing and disposition
of all  securities or other  property of CREF held by you  hereunder  including,
without  limitation,  any and all of CREF's  funds  (including  cash and  monies
whether in United States or foreign denominated  currencies,  hereinafter termed
the "Funds") deposited by CREF with you in accounts in CREF's name, your name or
that of your nominees located at your head office or branch offices.



<PAGE>


                                      - 2 -

You agree to be liable and to indemnify  and hold CREF  harmless for any and all
liability of loss or damage to CREF with respect to any such  securities,  Funds
and  other  property,  if  such  liability,  loss or  damage  results  from  any
negligence,  misfeasance,  or  misconduct  on the part of you,  your officers or
employees, your branches or your affiliates.

Notwithstanding the foregoing,  you further agree that you will at all times (1)
give the  securities  or other  property held by you hereunder the same care you
give  your own  property  of a  similar  nature  and (2),  with  respect  to the
maintenance  of the indicia of ownership of such  securities or other  property,
comply  with and remain  subject to Section  404(b) of the  Employee  Retirement
Income Security Act of 1974, and all applicable provisions of the regulations on
the date this agreement shall become effective.

It is  understood  and agreed that you are not under any duty to  supervise  the
investment of, or to advise or make any  recommendation  to CREF with respect to
the purchase or sale of any securities.

In connection with your responsibilities hereunder, you have advised us that you
currently have in force, for your own protection, Bankers Blanket Bond Insurance
and you will continue to maintain such insurance in substantially  the same form
and amount.  We  understand  that such  insurance  would be  available  to cover
certain losses with respect to securities  held by you  hereunder.  You agree to
give us written notice of any reduction in the amount, or material change in the
form of such insurance at least once a year or upon request.

Promptly upon receiving a request therefore from CREF (and in any event no later
than  two (2) days in the case of  Funds,  and ten (10)  days in the case of all
other  properties,  after such request has been  received by you),  you agree to
return,  refund and repay in full,  all Funds or other  property of CREF held by
you, your branches or any other entity  pursuant to the terms of this Agreement,
free of  liens,  security  interests,  rights,  charges  or  claims of any kind,
including,  without  limitation,  any  rights of  offset,  setoff  or  discharge
relating to any such properties.

Securities,  Funds  and other  property  are  permitted  to be held by a) Morgan
Guaranty  Trust  Company at any of its  offices  wherever  located,  b) domestic
securities  depositories  selected by Morgan  Guaranty  Trust  Company  with the
approval of CREF and c) foreign  securities  depositories  or clearing  agencies
(singly a "Foreign Securities System") selected by Morgan Guaranty Trust Company
with the approval of CREF.



<PAGE>


                                      - 3 -

Such Foreign  Securities  Systems shall be deemed to be  Subcustodian  of Morgan
Guaranty  Trust  Company  and  securities,  Funds and other  property  held by a
Foreign Securities System shall be considered for all purposes of this Agreement
as being held directly by Morgan Guaranty Trust Company.

The Bank  shall  have  responsibility  as a bailee for hire under the law of the
State of New York with  respect to any  Foreign  Securities  System  acting as a
subcustodian of the Bank. Without limiting the generality of the foregoing,  the
Bank will hold CREF  harmless from and indemnify it against any loss that occurs
as a result of the negligence or willful misconduct of the Bank, its officers or
employees, and any of the Foreign Securities Systems acting as the subcustodians
of the Bank.

The  Bank's  responsibility  with  respect  to any  securities,  Funds and other
property  held by a domestic  securities  depository  or any Foreign  Securities
System is limited to the failure on the part of the Bank to exercise  reasonable
care in the  selection or retention of such  domestic  securities  depository or
Foreign  Securities  System  and the Bank will hold the CREF  harmless  from and
indemnify  it against any loss that occurs as a result of the Bank's  failure to
exercise such reasonable care.

2.       SERVICING

A.  WITHDRAWAL  & DEPOSIT  OF FUNDS.  All Funds held by you  hereunder  shall be
subject to withdrawal and deposit by you from time to time on behalf of CREF for
the  purpose of  consummating  the  purchases  or sales,  as the case may be, of
designated securities,  solely upon your receipt of express directions from duly
authorized  officers  of CREF in  accordance  with the  provisions  of Section 6
hereof.  Such  directions  shall  include,  but shall not be limited to: (1) the
execution and delivery of foreign currency  contracts on behalf of CREF, (2) the
debiting or crediting of currency  accounts  (United  States or foreign) of CREF
held by you, your branches or any other  entities  pursuant to this Agreement as
of settlement date or such other date as specified in such instructions, and (3)
the prompt return to CREF of any or all Funds or property held by you hereunder.

B.  ACQUISITIONS  AND  DISPOSITIONS  OF SECURITIES.  From time to time CREF will
instruct you to receive or deliver  securities  on its behalf  through  properly
authorized  instructions  as set forth in Section 6 herein.  In accordance  with
this Agreement, notwithstanding such instructions that relate to settlement date
entries, you agree that you will:

         (a)      receive  such  securities  against  payment  or  exchange,  as



<PAGE>


                                      - 4 -


                  directed in any authorized instruction and debit Funds held by
                  you  on our  behalf  only  against  satisfactory  delivery  of
                  securities;

         (b)      assign,  sell,  tender,  exchange or otherwise dispose of such
                  securities,  only upon receipt of payment or exchange, or your
                  guarantee  of payment or  exchange,  as directed by a properly
                  authorized  instruction,   and  credit  our  checking  account
                  accordingly.  Actual  delivery of  securities is to be made by
                  you on the  contractual  settlement  date  only  upon  express
                  instructions to such effect, PROVIDED that:

                  (1)  The securities are on deposit in our account,
                  (2)  our  delivery  instructions are received by you in timely
                  fashion, and

         (c)      promptly furnish us with advices or notices of any receives or
                  delivers  of  securities,   and  identify  by  book  entry  or
                  otherwise as a quantity of securities  which constitute or are
                  part of a fungible bulk of securities either registered in the
                  name of your nominee or your branch's nominee as shown on your
                  account on the books of a depository;

         (d) exchange securities where the exchange is purely ministerial.

When  instructed to deliver  securities  against  payment,  we  understand  that
delivery  will  actually be made before  receipt of payment in  accordance  with
generally  accepted  market  practice.  We agree  that we bear the risk that the
recipient of the securities  may fail to make payment,  return the securities or
hold the  securities or the proceeds of their sale in trust for us or for Morgan
as our agent.

C. INCOME AND  PRINCIPAL.  Income on securities  and Funds held by you hereunder
will be credited  automatically to our checking account upon  notification  that
such income has become due and payable.  Principal  received in connection  with
securities  which  mature or are  redeemed  shall be  credited  to our  checking
account on the date such principal is received.

Unless instructed otherwise, collections of income in foreign currency are to be
converted into United States  dollars and in effecting  such  conversion you may
use such methods or agencies as you may see fit including your own facilities at
prevailing  rates.  All  risk  and  expense  incident  to  such  collection  and
conversion  is for  the  account  of the  undersigned,  and  you  shall



<PAGE>


                                      - 5 -

have  no  responsibility  for  fluctuations  in  exchange  rates  affecting such
conversion.

You shall  also  acquire  and hold  hereunder  all stock  dividends,  rights and
similar  securities issued with respect to any securities held by you hereunder.
With respect to any dividend  reinvestment plan in which CREF participates,  and
as to which you have been so notified,  you agree to acquire and hold  hereunder
the  appropriate  number of shares  issuable under such plan in lieu of the cash
dividend. With respect to stock dividends, you are hereby authorized to sell any
fractional  interest  and to  credit  our  checking  account  with the  proceeds
thereof.

D.  REGISTRATION.  Securities  which are  eligible  for  deposit in  centralized
depositories  may be  maintained  in your  account  with  them or your  branch's
nominee.  Subject to the aforesaid  provision,  you will register all securities
(except such as are in bearer form) in the name of your nominee or your branch's
nominee,  unless  alternate  registration  instructions are furnished by us. You
will  retain  and have  available  at all times  for  inspection  by  regulatory
authorities evidence that your nominee is registered as required by the laws and
regulations of the United States and the State of New York, as appropriate.

3.       VOTING AND OTHER ACTION

No person may vote (other than pursuant to written  instruction)  any securities
held by you  hereunder.  You will  promptly  transmit  to us,  or  direct  to be
transmitted  to us, all notices,  proxies and proxy  soliciting  materials  with
respect to securities  held by you hereunder,  which proxies will be executed by
the registered holder thereof if registered  otherwise than in the name of CREF,
but without indicating the manner which such proxies are to be voted.

You will promptly  transmit to us all written  information  (including,  without
limitation,  pendency of calls and maturities of securities  and  expirations of
rights in connection  therewith)  received by you from the issuers of securities
held by you  hereunder.  With  respect to tender or  exchange  offers,  you will
promptly transmit to us all written information  received by you from issuers of
the  securities  whose  tender or  exchange is sought and from the party (or his
agents) making the tender or exchange offer.

4.       RECORDS, AFFIDAVITS AND REPORTS

With respect to the securities  and other  property held by you  hereunder,  you
agree:



<PAGE>


                                      - 6 -


A. To maintain  records  sufficient  to verify  information  we are  required to
report in Schedule D of the Annual  Statement Blank of the Insurance  Department
of the  State of New York as  amended  from  time to time,  which  records  will
consist  of a list of such  securities  showing a complete  description  of each
issue, including the number of shares and par value of securities so held at the
end of such month and such other  information  as may be required by such report
or any other report  required by the  Insurance  Department  of the State of New
York;

B. To maintain records in new York regarding transactions and related activities
described in "Servicing"  Section 2 sufficient to verify the accuracy of regular
monthly reports and income received on such securities and other property;

C. To maintain records sufficient to verify  information  relating to Funds held
by you,  including  but not  limited to (1) the  purchase  of  foreign  currency
contracts, (2) the maintenance of foreign currency accounts on behalf of CREF in
the  possession  and custody of you,  your  branches or other  entities  located
outside the United States, and (3) any reports submitted to CREF relating to its
Funds;

D. To furnish  us with the  appropriate  affidavit(s)  in the form of Exhibit A,
attached hereto or in such other form as may be submitted to you by us from time
to time which is acceptable to the Insurance Department of the State of New York
or any other state or federal governmental agency having jurisdiction over CREF,
in order for the securities and other property  referred to in such affidavit(s)
to be recognized as admitted assets of CREF and in order for CREF to comply with
any other requirements of such Department or agencies;

E. To furnish us with any report  obtained  by you on a  depository's  system of
internal accounting control;  and to furnish us with such reports on your system
of internal accounting control as we may reasonably require;

F. To furnish with all such other reports and information as shall be reasonably
requested by us relating to all property  held by you on our behalf  pursuant to
the terms of this Agreement; and

G. To furnish  all such  information,  reports and  affidavits  pursuant to this
Section 4 within a reasonable time after request therefor.

5.       ACCESS

During the course of your regular banking hours,  and duly



<PAGE>


                                      - 7 -

authorized  officer,  employee  or  agent  of  CREF, any independent accountants
selected by CREF, and any member of the  Insurance  Department  of the  State of
New York or  governmental  agencies  having  jurisdiction  over  CREF,  shall be
entitled to examine,  on your premises,  securities and records of all Funds and
property held by you, your branches,  or other entities hereunder and your books
and records  pertaining  to your  actions  under this  Agreement,  but only upon
furnishing  you  with  written  notice  of  such  examination  signed  by a duly
authorized  officer of CREF.  Your books and records used in connection with our
indirect  participation  in a depository or other  entities,  to the extent that
they relate to depository,  custodial or other  services  rendered to us by you,
pursuant to this  Agreement,  shall at all times  during your  regular  business
hours be open to  inspection by duly  authorized  employees or agents of CREF or
governmental  agencies having  jurisdiction  over CREF, but only upon furnishing
you with written notice to that effect as specified in the preceding sentence.

Upon  receiving  a request  from  CREF,  you  agree  that you will use your best
efforts to enable any of the aforementioned  officers,  accountants,  employees,
agents and members of CREF, the Insurance Department of the State of New York or
other  governmental  agencies  having  jurisdiction  over CREF,  to inspect  and
examine  securities  and other  property  of CREF and books and  records of such
property not located on your  premises,  which  property and records are held on
CREF's behalf by your branches or other entities pursuant to this Agreement.

6.       AUTHORIZATION

A. Except as otherwise provided in this Agreement,  written instructions by CREF
hereunder shall be signed by any two of its Authorized  Officers  specified in a
separate  list for this purpose which will be furnished to you from time to time
signed by the  treasurer or any  assistant  treasurer and by the secretary or an
assistant secretary as certified under the corporate seal of CREF.

B.  Instructions  for the withdrawal of CREF owned  securities "free of payment"
shall be acted upon by you only if  received in writing  manually  signed by any
two of such Authorized  Officers with the title chairman,  president,  executive
vice president,  or treasurer, or by any one of those officers together with any
CREF officer with the title senior vice president or vice president.

7.       FEES AND EXPENSES

You will be  compensated  for the services  rendered  under this





<PAGE>


                                      - 8 -

Agreement  and  reimbursed  for  out-of-pocket   expenses  through  arrangements
negotiated between us from time to time.

8.       EXEMPTION FROM INCOME TAX

CREF is exempt from the payment of United  States  income tax.  Upon  receipt of
documentation evidencing CREF's tax exempt status, you are hereby authorized and
empowered, as CREF's agent, in its name, to sign any certificate of ownership or
other certificate which is or may be required by any regulations of the Internal
Revenue Service or other authority of the United States.

To enable you properly to execute such certificate,  we hereby certify that CREF
is a corporation  duly organized and existing under the laws of the State of New
York,  having its  principal  place of business in the City of New York.  CREF's
Employer Identification No. is 136022042.

Should  there be any change in the  information  furnished  you herein,  we will
inform you  promptly.  If at any time CREF's status should be such as to require
the withholding of any income tax from payments  received by you, you are hereby
authorized  and  empowered  to make  whatever  deductions  are then  required by
applicable laws or regulations and are requested to notify CREF accordingly.

9.       AMENDMENTS

No amendment or change to this agreement shall be authorized by CREF without the
written  consent signed by either the chairman or president and by any executive
vice president or the treasurer and accepted in writing by Morgan Guaranty Trust
Company.

10.      NOTICES

Official receipts and advices of all types relating to the securities,  Funds or
other property held by you hereunder will be prepared by you, in duplicate,  and
forwarded to the particular  divisions of CREF  indicated in a separate  listing
which the treasurer will furnish you from time to time.

Written  notices  hereunder  shall be  hand-delivered  or  mailed  first  class,
addressed  (a) if to you,  at your  address set forth at the  beginning  of this
Agreement  or (b) if to CREF at 730  Third  Avenue,  New York,  New York  10017,
Attention:  Treasurer.  Written notice of (1) termination of this Agreement, (2)
termination of your participation in DTC or any other depository, (3) changes in
your designation of any of your branches or other entities having custody of any
of CREF's  property  under this  Agreement,  or (4)




<PAGE>


                                      - 9 -

changes in your insurance coverage,  shall be sent by certified mail;  provided,
however,  that any such notice pursuant hereto shall not constitute  approval by
CREF of any such  termination,  change  or  designation  nor shall  such  notice
relieve you of your responsibilities hereunder.

Any notice so addressed,  hand  delivered and mailed shall be deemed to be given
on whichever of the  following  dates shall first occur:  (i) the date of actual
receipt thereof,  (ii) the fifth day next following the date mailed, or (iii) if
the substance  thereof is  communicated  by hand delivery or certified mail, the
date so delivered or mailed.

11.      TERMINATION

Either party may terminate  this  Agreement by giving the other party sixty (60)
days  written  notice  of  termination,  provided,  however,  that you shall not
terminate  this  Agreement  without  your  prior  delivery  to us of all  Funds,
securities and other property of CREF held by you on our behalf pursuant to this
Agreement.

12.      EFFECT OF HEADINGS

The Section  headings herein are for  convenience  only and shall not affect the
construction hereof.

13.      GOVERNING LAW

This Agreement  shall be governed by and construed in accordance with the law of
the State of New York.

This  Agreement  shall become  effective  upon receipt by CREF of a copy of this
letter signed by you indicating your acceptance thereof.

                                    Very truly yours,

                                    COLLEGE RETIREMENT EQUITIES FUND


                                                     BY:________________________
                                                              Richard J. Adamski
                                                              Treasurer


                                                     BY:________________________
                                                              Walter G. Ehlers
                                                              President



<PAGE>

                                     - 10 -

Accepted and Agreed:

MORGAN GUARANTY TRUST COMPANY



BY:________________________
      Julie Anne Ben-Susan
      Vice President







<PAGE>



                                    EXHIBIT A

                               CUSTODIAN AFFIDAVIT
STATE OF      )
              )SS.;
COUNTY OF     )

__________________________________, being duly sworn deposes and says that he is
___________________________of  the  Morgan  Guaranty  Trust  Company  a  banking
corporation     organized    under    and    pursuant    to    the    laws    of
the___________________________     with    principal     place    of    business
at_________________________, (hereinafter called the "Bank");

That  his  duties involve supervision of activities of the Bank as custodian and
records relating thereto;

That the Bank is custodian for certain securities of College Retirement Equities
Fund  having a place of  business  at 730 Third  Avenue,  New York,  N.Y.  10017
(hereinafter  called the "Company") pursuant to the Custodial Services Agreement
dated as  of__________________,  1987 (hereinafter the "Agreement")  between the
Bank and the Company;

That the schedule attached hereto is a true and complete statement of securities
which were in the  custody of the Bank for the  account of the Company as of the
close of business  on_________________________;  that unless otherwise indicated
on the schedule,  the next maturing and all subsequent  coupons were then either
attached  to coupon  bonds or in the  process of  collection;  and that,  unless
otherwise  shown on the schedule,  all such securities were in bearer form or in
registered  form in the name of the Company or its nominee,  or a nominee of the
Bank or its agent's nominee,  or were in the process of being registered in such
form;

That the Bank as custodian has the  responsibility  for the  safekeeping of such
securities as that  responsibility  is  specifically  set forth in the Agreement
between the Bank as custodian and the Company; and

That,  to the best of his knowledge and belief,  unless  otherwise  shown on the
schedule, said securities were the property of said Company and were free of all
liens, claims, or encumbrances whatsoever.

Subscribed and sworn to
before me this__________
day of__________________  _________________________________ (L.S.)
  


                          CUSTODIAL SERVICES AGREEMENT


                  AGREEMENT  dated as of March 1, 1990 between  MORGAN  GUARANTY
TRUST COMPANY OF NEW YORK ("Bank") and COLLEGE RETIREMENT EQUITIES FUND ("CREF")
on behalf of the CREF BOND MARKET ACCOUNT.

                  WHEREAS,  the  parties  desire to arrange  for the  custody of
certain assets of CREF,  specifically those of the CREF Bond Market Account,  by
the Bank;

                  NOW THEREFORE,  in  consideration of the mutual agreement made
herein, the Bank and CREF agree as follows:

         1.       ESTABLISHMENT OF ACCOUNTS

                  a.  Bank  agrees  to open and  maintain  custodial  account(s)
("Custody  Account(s)")  on  behalf  of the  CREF  Bond  Market  Account  ("Bond
Account"),  or such other CREF portfolios or accounts  ("CREF  Accounts") as the
parties  may  from  time to time  agree  to  include  within  the  scope of this
Agreement,  for any and all  bonds and any other  securities  or other  property
received by Bank for the account of the Bond Account.

                  b. Bank also hereby  agrees to  establish  and maintain one or
more deposit accounts ("Deposit Accounts") for all cash (including cash proceeds
from the sale of such securities and similar investments and cash monies whether
in United States or foreign denominated  currencies,  hereinafter termed "Cash")
received by Bank for the Bond Account.  Such accounts will be in 


<PAGE>

the name of the Bond  Account  or in the name of Bank or  Bank's  branches  or a
Foreign Custodian, on behalf of the Bond Account.

         It is hereby agreed that all securities, Cash, or other property now or
hereinafter  held by Bank  hereunder are held for the Bond Account and are to be
maintained and disposed of by Bank only for the Bond Account in accordance  with
the terms and conditions set forth in this Agreement.

         2.       LOCATION OF ASSETS

                  a.  Securities,  cash and other  property are  permitted to be
held by

                           (1) Bank at any of its offices wherever located;

                           (2)  domestic  securities  depositories  ("Securities
Depositories")  selected by Bank with the approval of CREF on behalf of the Bond
Account;

                           (3)  foreign  securities   depositories  or  clearing
agencies  ("Foreign  Depository")  selected by Bank with the approval of CREF on
behalf of the Bond Account as described in Section 9 of this Agreement; and

                           (4) Foreign banking  institutions  ("Foreign  Banks")
selected  by Bank with the  approval  of CREF on behalf of the Bond  Account  as
described in Section 9 of this Agreement.

                  b. Such entities  described in (2), (3) and (4), above,  shall
be deemed  to be  Sub-Custodians  of Bank,  and all  securities,  Cash and other
property held by such entities shall, unless otherwise specifically agreed to in
writing by Bank and 

                                      -2-
<PAGE>

CREF, be considered for all purposes of this agreement as being held directly by
Bank and subject to the terms of this Agreement.

                  c. For purposes of this Agreement,  a Securities Depository or
Foreign  Depository  shall mean a system for the handling of  securities  of any
particular class or series of any particular  issuer deposited therein which may
be treated as a part of a fungible bulk and may be  transferred  by  bookkeeping
entry without physical delivery of such securities. With respect to a Securities
Depository,  such  entity  shall  be  a  clearing  agency  registered  with  the
Securities  and  Exchange  Commission  ("Commission")  under  Section 17A of the
Securities  Exchange Act of 1934  ("Exchange  Act"),  which acts as a securities
depository,  or the book-entry system  authorized by the U.S.  Department of the
Treasury and certain  federal  agencies in accordance  with  applicable  Federal
Reserve Board and Commission  rules and  regulations.  With respect to a Foreign
Depository,  such entity shall satisfy the  requirements of Rule 17f-5 under the
Investment Company Act of 1940 ("1940 Act").

                  d. For purposes of this  Agreement a Foreign Bank is a foreign
banking  institution  satisfying  Rule 17f-5 under the 1940 Act and appointed by
Bank as provided in Section 9 of this Agreement.

         3.       BANK'S DUTIES

                  a. Bank will be  responsible  for the  safekeeping,  handling,
servicing and disposition of all securities,  cash or other property of the Bond
Account held by it hereunder 

                                      -3-


<PAGE>

including, without limitation, any and all of the Bond Account's Cash held by or
received  by Bank in the  name of the  Bond  Account,  Bank's  name,  or that of
Foreign Banks.

                  b. Bank  agrees to be liable  and to  indemnify  and hold CREF
harmless  for any and all  liability  for loss or damage to CREF with respect to
any such securities,  Cash and other property, if such liability, loss or damage
results from any negligence,  misfeasance or misconduct on the part of Bank, its
officers  or  employees,  its  branches  or its  affiliates.  Bank shall have no
liability for any consequential damages occasioned by delay in receipt of notice
by Bank or by a Foreign Sub-Custodian of any payment, redemption,  proceeding or
other transaction regarding, or of any rights exercisable by the Bond Account in
connection  with any  securities,  Cash or other  property with respect to which
Bank has agreed to take action.

                  c. Notwithstanding the foregoing,  Bank further agrees that it
will at all times give the securities or other property held by it hereunder the
same care as it gives its own property.

                  d. It is understood and agreed that Bank is not under any duty
to supervise the investment of, or to advise or make any  recommendation to CREF
with respect to, the purchase or sale of any securities.

                  e. In connection with Bank's  responsibilities  hereunder,  it
has advised CREF that it currently has in force, for its own protection, Bankers
Blanket Bond Insurance,  and it is Bank's intention to continue to maintain such
insurance in 

                                      -4-


<PAGE>

substantially  the same form and amount.  CREF  understands  that such  policies
would apply to losses  under this  agreement.  Bank agrees to give CREF  written
notice of any  reduction in the amount,  or material  change in the form of such
insurance, at least once a year upon request.

                  f. Bank shall have  responsibility  as a bailee for hire under
the law of the State of New York with respect to any Foreign  Securities  System
or Foreign  Custodian  acting as a Sub-Custodian  of Bank.  Without limiting the
generality of the foregoing,  Bank will hold CREF harmless from and indemnify it
against  any loss  that  occurs as a result of the  negligence,  misfeasance  or
misconduct  of Bank,  its officers or employees,  and any Foreign  Depository or
Foreign Bank acting as Foreign Sub-Custodian of Bank.

         4.       RECEIPT AND DISBURSEMENT OF CASH

                  a. Bank shall open and maintain a separate Deposit Account for
the Bond Account,  in the name of the Bond  Account,  subject only to actions by
Bank  acting  pursuant to the terms of this  Agreement.  Bank shall hold in such
accounts,  subject to the provisions hereof, all Cash received by it from or for
the Bond Account. All Cash held by Bank hereunder shall be subject to withdrawal
and  deposit  by Bank from time to time on  behalf of the Bond  Account  for the
purpose  of  consummating  the  purchases  or  sales,  as the  case  may be,  of
designated  securities,  solely upon Bank's receipt of express directions in the
form of Authorized Instructions in accordance with the provisions of Section 20.

                                      -5-

<PAGE>

Such directions shall include, but are not limited to:

                           (1) the  execution  and delivery of foreign  currency
contracts on behalf of the Bond Account;

                           (2) the debiting or  crediting  of currency  accounts
(United  States or foreign) of the Bond Account  held by Bank,  pursuant to this
Agreement  as of  settlement  date  or such  other  date  as  specified  in such
instructions;

                           (3)  the   purchase   of   securities,   options   on
securities,  futures contracts,  options on futures contracts, or other property
for the Bond Account but only (i) upon the delivery of such  securities or other
property or evidence of title for such options on securities,  futures contracts
or options on futures  contracts to Bank,  registered  in the name of CREF or of
the  nominee of Bank  referred  to in  Section  10 hereof or in proper  form for
transfer;  (ii) in the case of repurchase agreements for securities entered into
between the CREF on behalf of the Bond Account and the Bank, or another bank, or
a  broker-dealer  which is a member of the National  Association  of  Securities
Dealers ("NASD")  against delivery of the securities  either in certificate form
or through an entry  crediting  Bank's account at the Federal  Reserve Bank with
such securities or against  delivery of the receipt  evidencing  purchase by the
Bond  Account of  securities  owned by Bank along with  written  evidence of the
agreement by Bank to repurchase such securities from the Bond Account;  or (iii)
in the case of a purchase affected through a Securities Depository in accordance
with the provisions of 

                                      -6-


<PAGE>

Section 7 hereof. 

                           (4)  the  payment  of   interest,   taxes  (if  any),
management  or  supervisory  fees  or  operating  expenses  (including,  without
limitation thereto, fees for legal, accounting and auditing services) (if any);

                           (5)  payments  in  connection  with  the  conversion,
exchange or surrender of  securities  owned or subscribed to by the Bond Account
held by or to be delivered to Bank; or

                           (6) other corporate purposes.

                  b.  Bank is hereby  authorized  to  endorse  and  collect  all
checks,  drafts or other orders for the payment of money  received by it for the
accounts of CREF.

                  5. HOLDING SECURITIES

                  Bank  shall hold in a separate  Custody  Account  for the Bond
Account, and physically segregated at all times from those of any other persons,
firms  or  corporations,  or any  other  of  CREF's  Accounts,  pursuant  to the
provisions  hereof,  all  securities and other property to be held by it for the
Bond  Account,  except  those held in a  Securities  Depository  as described in
Section 7 of this Agreement or a Foreign Sub-Custodian as described in Section 9
of this  Agreement.  All such  securities  are to be held or disposed of by Bank
for, and subject at all times to the instructions of, CREF pursuant to the terms
of this Agreement. Bank shall have no power or authority to assign, hypothecate,
pledge or  otherwise  dispose of any such  securities  and  investments,  except
pursuant to the  Authorized  

                                      -7-


<PAGE>

Instructions  of CREF on  behalf  of the Bond  Account  and only as set forth in
Section 19 of this Agreement.

                  6. RECEIPT AND DELIVERY OF SECURITIES

                  From  time to time CREF on  behalf  of the Bond  Account  will
instruct Bank to receive or deliver securities  through Authorized  Instructions
as set forth in Section 20. Such  instructions may be continuing if agreed to by
the parties.

                           a. In accordance with this Agreement, notwithstanding
such instructions that relate to settlement date entries, Bank agrees to receive
such  securities  against  payment or exchange  as  directed  in any  Authorized
Instructions  and debit  cash held in a  Deposit  Account  on behalf of the Bond
Account only against satisfactory delivery of securities.

                           b. In accordance with this Agreement, notwithstanding
instructions  that relate to settlement  date entries,  Bank agrees to transfer,
exchange, or deliver securities held by it hereunder including,  but not limited
to, the  following:  

                           (1) for sales of such securities for the Bond Account
upon receipt by Bank of payment  therefor;  

                           (2) when such  securities  are  called,  redeemed  or
retired or otherwise  become payable;  

                           (3)  for   examination  by  any  broker  selling  any
securities located in the U.S. in accordance with "U.S. street delivery" custom,
provided that in any such case, Bank shall have no  responsibility  or liability
for any loss  arising from the  

                                      -8-


<PAGE>

delivery of such  securities  prior to  receiving  payment  for such  securities
except as may result from Bank's negligence, misfeasance, or misconduct;

                           (4) in  exchange  for or upon  conversion  into other
securities  alone or other  securities and cash whether  pursuant to any plan or
merger,  consolidation,  reorganization,  recapitalization  or readjustment,  or
otherwise;

                           (5) upon  conversion of such  securities  pursuant to
their terms into other securities;

                           (6) upon exercise of subscription,  purchase or other
similar rights represented by such securities;

                           (7) for the purpose of exchanging interim receipts or
temporary securities for definitive securities;

                           (8) upon  receipt of payment in  connection  with any
repurchase  agreement  related  to such  securities  entered  into  by the  Bond
Account;

                           (9) for  delivery  in  connection  with any  loans of
securities  made by the Bond  Account,  in  accordance  with the  provisions  of
Section 12 herein;

                           (10) for other purely ministerial exchanges; or

                           (11) for other corporate purposes.

                  As to any  deliveries  made by you pursuant to Items (2), (4),
(5), (6), (7) and (10), securities or cash receivable in exchange therefor shall
be deliverable  to Bank. 

                       c. Actual delivery of securities is to be made by Bank on
the contractual  settlement date only upon express  

                                      -9-


<PAGE>

instructions to such effect, provided that: 

                           (1)  the  securities  are  on  deposit  in a  Custody
Account for the Bond Account; and 

                           (2) the delivery instructions are received by Bank in
timely fashion. 

                       e.  Except  as  specifically  otherwise  stated  in  this
Agreement,  in any and every case where payment for purchase of  securities  for
the account of the Bond Account is made by the Bank in advance of receipt of the
securities  purchased in the absence of specific written  instructions from CREF
on behalf of the Bond Account to so pay in advance, Bank shall be liable for any
loss to CREF for such  securities  to the same extent as if the  securities  had
been  received by Bank.  

                       f. Bank shall  promptly  furnish  the Bond  Account  with
advices or notices of any receipts or deliveries of securities. 

                       g. Bank will not be responsible  for any act or omission,
or for the  insolvency  of any  broker  or agent  selected  by Bank to  effect a
transaction for the account of the Bond Account; provided,  however, Bank is not
negligent in the  selection of such broker or agent.  

                  7. DEPOSIT OF BOND ACCOUNT ASSETS IN A SECURITIES DEPOSITORY

                  Bank may deposit  and  maintain  securities  owned by the Bond
Account in a Securities Depository subject to the following provisions:  

                  a. Bank may keep the Bond Account's securities in a 

                                      -10-
<PAGE>

Securities  Depository  provided  that such  securities  are  represented  in an
account of Bank  ("Bank's  Account") in  Securities  Depository  which shall not
include any assets of Bank other than assets held as a  fiduciary,  custodian or
otherwise for customers;

                  b. The records of Bank will identify  those  securities of the
Bond Account held in a Securities Depository as being held in book-entry form on
behalf of the Bond Account;  

                  c. Bank shall pay for securities  purchased for the account of
the Bond Account upon (i) receipt of advice from the Securities  Depository that
such securities have been transferred to Bank's Account,  and (ii) the making of
an entry on the records of Bank to reflect  such  payment and  transfer  for the
account of the Bond Account. Bank shall transfer securities sold for the account
of the Bond  Account upon (i) receipt of advice from the  Securities  Depository
that payment for such  securities has been  transferred to Bank's  Account,  and
(ii) the making of an entry on the records of Bank to reflect such  transfer and
payment for the account of the Bond Account. 

                  d. Anything to the contrary in this Agreement notwithstanding,
Bank shall be liable to CREF for the benefit of the Bond Account for any loss or
damage to the Bond Account  resulting from use of any  Securities  Depository by
reason of any negligence, misfeasance or misconduct of Bank or any of its agents
or of any of the employees of such Depository or Bank or from failure of Bank or
any such  agent to  enforce  effectively  

                                      -11-


<PAGE>

such rights as it may have against a Securities  Depository;  at the election of
the CREF on behalf of Bond Account, it shall be entitled to be subrogated to the
rights of Bank with respect to any claim against a Securities  Depository or any
other person which Bank may have as a consequence  of any such loss or damage if
and to the  extent  that the Bond  Account  has not been made whole for any such
loss or damage.

                  8. SEGREGATED ACCOUNT

         Bank shall upon receipt of Authorized  Instructions from CREF on behalf
of the Bond Account establish and maintain a segregated  account or accounts for
and on behalf  of the Bond  Account,  into  which  account  or  accounts  may be
transferred Cash and/or securities, including securities maintained by Bank in a
Securities  Depository  pursuant to Section 7 hereof: (a) in accordance with the
provisions of any agreement among CREF on behalf of the Bond Account, Bank and a
broker-dealer registered under the Exchange Act and a member of the NASD (or any
futures  commission  merchant  registered  under the  Commodity  Exchange  Act),
relating to compliance with the rules of The Options Clearing Corporation and of
any registered  national  securities  exchange (or the Commodity Futures Trading
Commission or any registered contract market), or of any similar organization or
organizations,  regarding  escrow  or  other  arrangements  in  connection  with
transactions  by the Bond  Account;  (b) for  purposes  of  segregating  cash or
government  securities in connection with options purchased,  sold or written by
the Bond 

                                      -12-


<PAGE>

Account or commodity  futures contracts or options thereon purchased or
sold by the Bond Account; (c) for the purposes of compliance by the Bond Account
with the procedures required by Investment Company Act Release No. 10666, or any
subsequent release or releases of the Commission  relating to the maintenance of
segregated  accounts  by  registered  investment  companies;  and (d) for  other
corporate  purposes,  BUT  ONLY,  in the case of clause  (d),  upon  receipt  of
Authorized  Instructions  from CREF on behalf of the Bond Account.  

         9. DUTIES OF THE BANK WITH RESPECT TO PROPERTY OF THE BOND ACCOUNT HELD
OUTSIDE OF THE UNITED STATES

         a. CREF on behalf of the Bond Account  hereby  authorizes and instructs
Bank to employ as  Sub-Custodians  for the Bond  Account's  securities and other
assets  maintained  outside  the United  States the  Foreign  Banks and  Foreign
Depositories    designated   on   a   separate   document   (together   "Foreign
Sub-Custodians").  Upon  receipt of  Authorized  Instructions,  Bank and CREF on
behalf  of  the  Bond  Account  may  agree  to  designate  additional,   Foreign
Sub-Custodians.  Upon receipt of Authorized Instructions,  CREF on behalf of the
Bond  Account  may  instruct  Bank to cease to utilize  any one or more  Foreign
Sub-Custodians on behalf of the CREF Bond Account. 

         b. Except as may  otherwise be agreed upon in writing by Bank and CREF,
assets of the Bond Account  shall be  maintained  in Foreign  Depositories  only
through  arrangements  implemented  by  Bank  or by  Foreign  Banks  serving  as
Sub-Custodians  on  behalf  of 

                                      -13-


<PAGE>

the Bond  Account  in  accordance  with the terms hereof.  

         c. The Bank agrees that with respect to each Foreign  Sub-Custodian (i)
the  assets  of the Bond  Account  will not be  subject  to any  right,  charge,
security  interest,  lien  or  claim  of  any  kind  in  favor  of  the  Foreign
Sub-Custodian  or its  creditors or agents,  except a claim of payment for their
safe custody or administration;  (ii) beneficial  ownership of the assets of the
Bond Account will be freely  transferable  without the payment of money or value
other  than for  custody  or  administration;  (iii)  adequate  records  will be
maintained  identifying  the  assets  as  belonging  to the Bond  Account;  (iv)
officers of or auditors employed by, or other representatives of Bank, including
to the extent permitted under applicable law the independent  public accountants
for the Bond  Account,  will be given  access to the books  and  records  of the
Foreign Sub-Custodian relating to its actions under its agreement with Bank; (v)
assets of the Bond  Account held by the Foreign Bank will be subject only to the
instructions  of Bank;  and (vi)  assets of the Bond  Account  held by a Foreign
Depository will be subject only to the  instructions of Bank or Foreign Bank. 

         d. With respect to assets maintained in a Foreign Depository, except as
otherwise required by such Foreign  Depository or other applicable  regulations,
Bank shall pay for securities purchased for the account of the Bond Account upon
(i) receipt of advice from the Foreign Depository that such securities have been
transferred  to Bank's Account and (ii) the 

                                      -14-


<PAGE>

making of an entry on the records of Bank to reflect  such  payment and transfer
for the account of the Bond Account. Bank shall transfer securities sold for the
account  of the Bond  Account  upon  (i)  receipt  of  advice  from the  Foreign
Depository  that  payment for such  securities  had been  transferred  to Bank's
Account, and (ii) the making of any entry on the records of Bank to reflect such
transfer and payment for the account of the Bond Account.

         e. Until Bank receives  Authorized  Instructions to the contrary,  Bank
will instruct each Foreign Sub-Custodian to take such steps as may reasonably be
necessary  to secure or  otherwise  prevent  the loss of rights  relating to any
securities,  Cash or other  property;  PROVIDED that it shall be understood that
the  monitoring  of  investment  data  provided  by a  recognized  international
investment  data  service  by Bank will be deemed to fulfill  Bank's  obligation
under this Section 9.e. 

         f. Bank shall  identify on its books as  belonging  to the Bond Account
the securities,  Cash or other property held by each Foreign  Sub-Custodian.  

         g. Bank will supply to the Bond Account from time to time,  as mutually
agreed upon,  statements in respect of the  securities  and other assets held by
Foreign  Sub-Custodians,  including  but not  limited  to an  identification  of
entities having possession of the Bond Account's securities and other assets and
advices or  notifications of any transfers of securities to or from each Custody
Account  maintained  by a Foreign  Bank for Bank on  behalf of the Bond  Account
indicating,  as to securities 

                                      -15-


<PAGE>

acquired  for the Bond  Account,  the  identity  of the entity  having  physical
possession of such securities.  Bank shall furnish annually to the Bond Account,
during the month of [June], all relevant information necessary to enable CREF to
evaluate the Foreign Sub-Custodians  employed by Bank. Such information shall be
similar in kind and scope to that  furnished to the Bond  Account in  connection
with the initial approval of this agreement.

         h. In addition, Bank will promptly inform the Bond Account in the event
that Bank learns of a material  adverse  change in the financial  condition of a
Foreign  Sub-Custodian or any material loss of the assets of the Bond Account or
is notified by such Foreign Sub-Custodian that there appears to be a substantial
likelihood that its  shareholders'  equity will decline below $200 million (U.S.
dollars or the equivalent thereof) or that its shareholders' equity has declined
below $200 million (in each case computed in accordance with generally  accepted
U.S.  accounting  principles).  

         i.  Anything to the contrary in this  Agreement  notwithstanding,  Bank
shall be  liable to CREF for the  benefit  of the Bond  Account  for any loss or
damage to the Bond Account  resulting from use of any Foreign  Sub-Custodian  by
reason of any negligence, misfeasance or misconduct of Bank or any of its agents
or of any of the employees of such Sub-Custodian or Bank or from failure of Bank
or any such agent to enforce  effectively  such rights as it may have  against a
Foreign Sub-Custodian; at 

                                      -16-


<PAGE>

the election of the CREF on behalf of Bond  Account,  it shall be entitled to be
subrogated  to the rights of Bank with  respect  to any claim  against a Foreign
Sub-Custodian  or any other person which Bank may have as a  consequence  of any
such loss or damage if and to the extent that the Bond Account has not been made
whole for any such loss or damage.

         j.  Notwithstanding  any  provision of this  Agreement to the contrary,
settlement  and  payment  for  securities  received  for the account of the Bond
Account  and  delivery  of  securities  maintained  for the  account of the Bond
Account may be effected in accordance with the customary established  securities
trading or securities processing practices and procedures in the jurisdiction or
market  in  which  the  transaction  occurs,   including,   without  limitation,
delivering  securities to the purchaser  thereof or to a dealer  therefor (or an
agent for such  purchaser or dealer)  against a receipt with the  expectation of
receiving later payment for such  securities from such purchaser or dealer.  

         10.  INCOME

              a. Income on securities  and cash held by Bank  hereunder  will be
credited  automatically to a Deposit Account or Custody Account upon receipt and
in accordance with local market practices. Principal received in connection with
securities  which mature or are redeemed shall be credited to a Deposit  Account
or a Custody Account on the date such principal is received.  All collections of
income or principal paid or 

                                      -17-


<PAGE>

distributed with respect to any securities, Cash or other property shall be made
at the risk of the Bond Account,  provided  however,  that Bank takes reasonable
steps  to  collect  such  income  or  principal  and  there  is  no  negligence,
misfeasance or misconduct on the part of Bank.

         b.  Unless  instructed  otherwise,  collections  of income  in  foreign
currency are to be converted into United States  dollars,  and in effecting such
conversion Bank may use such methods or agencies as it may see fit including its
own  facilities  at  prevailing  rates.  All risk and  expense  incident to such
collection  of  income  regardless  of the  particular  currency  or  currencies
involved  is for  the  account  of the  undersigned,  and  Bank  shall  have  no
responsibility for fluctuations in exchange rates affecting such conversion.

         c. Unless and until Bank receives written instructions to the contrary,
it shall:  

                  (1) present for  payment  all coupons and other  income  items
held by it for the  account  of the Bond  Account  which call for  payment  upon
presentation  and  hold  the  cash  received  by it upon  such  payment  for the
appropriate  account;  

                  (2) collect interest and cash dividends received,  with notice
to  CREF,  for the  Bond  Account;  

                  (3) hold for the Bond Account all stock dividends,  rights and
similar securities issued with respect to any securities held by Bank hereunder,
and with  respect  to  stock  dividends,  it is  hereby  authorized  to sell any
fractional 

                                      -18-


<PAGE>

interest and to credit the Deposit Account with the proceeds thereof;
and 

                  (4) with  respect to any dividend  reinvestment  plan in which
the Bond Account  participates,  and as to which Bank has been so  notified,  it
agrees to acquire and hold hereunder the  appropriate  number of shares issuable
under  such plan in lieu of the cash  dividend.  

         d. Any  dividends  or  interest  automatically  credited to the Deposit
Accounts  which are not  subsequently  collected  by Bank  from the  corporation
making such  payment will be  reimbursed  to Bank and Bank may debit the Deposit
Accounts for this purpose.

         11. REGISTRATION

         Securities which are eligible for deposit in Securities Depositories or
Foreign Depositories may be maintained in Bank's Account with such Depositories.
Subject to the aforesaid  provision,  Bank will register all securities  (except
such as are in bearer  form) in the name of its  nominee  or the  nominee of the
Securities  Depository  or Foreign  Depository,  unless  alternate  registration
instructions  are furnished by CREF.  Bank will retain and have available at all
times for  inspection  by  regulatory  authorities  evidence that its nominee is
registered as required by the laws and  regulations of the United States and the
State of New  York,  as  appropriate.  All such  agents  shall be  appointed  in
conformance  with  Section  21.  The Bond  Account  agrees to hold such  nominee
harmless  from any liability as a holder of record of such  securities  and will
have the same 

                                      -19-


<PAGE>

responsibility  as if the  securities  were  registered  in the name of the Bond
Account.  The  foregoing  shall  not  relieve  Bank of its  responsibilities  or
liabilities hereunder.

         12. PROVISIONS RELATING TO SECURITIES LENDING 

                  a. From time to time CREF on behalf of the Bond Account  shall
designate in an Authorized  Instruction securities held by Bank in its Custodial
Account to be loaned to specified borrowers ("Borrowers"). Such securities shall
be termed the  "Loaned  Securities".  This  Section  shall apply to and shall be
controlling  solely with respect to such Loaned  Securities and lending services
relating  thereto.  Loaned Securities which are returned by the Borrower to Bank
shall upon receipt  thereof  constitute  securities and property held by Bank to
which the  provisions of this  Agreement  shall be applicable  unless  otherwise
provided  herein.  

                  b. From time to time CREF on behalf of the Bond  Account  will
provide Bank with  Authorized  Instructions  regarding the delivery or return of
Loaned Securities.  In this connection,  Bank is authorized and directed, all in
accordance with such instructions to promptly: 

                           (1) Deliver the Loaned Securities to the Borrower for
the Bond  Account,  against  receipt  by Bank of  collateral  in respect of such
Loaned Securities (the  "Collateral"),  in the form and amount specified in such
instructions. Bank shall promptly place the specified Collateral in a Deposit or
Custody  Account and promptly  notify CREF on behalf of the Bond Account of such

                                      -20-

<PAGE>

transaction.  

                  (2) Receive  Loaned  Securities  being returned by Borrower in
the form and amount specified in the Authorized Instructions.  Upon satisfactory
delivery of such Loaned Securities, Bank shall debit the defined Collateral from
CREF's Deposit Account in accordance with such instructions and pay or redeliver
the specified  Collateral to Borrower and promptly  notify CREF on behalf of the
Bond Account of such transaction.  

                  (3)  Release  to  Borrower  any excess  Collateral  or receive
Collateral from Borrower as specified in  instructions  issued by CREF on behalf
of the Bond Account. Bank shall promptly transmit the specified Collateral to be
released,  or accept  delivery  and  transmit  Collateral  received to a Deposit
Account,  as the case may be, and notify  CREF on behalf of the Bond  Account of
such transmittal or receipt.  Bank shall debit or credit the defined  Collateral
from the Deposit Account, as appropriate.  

         c. Where Bank has received Authorized Instructions from CREF indicating
that CREF has previously  received  adequate  Collateral  covering  contemplated
loans,  Bank is authorized to deliver Loaned  Securities  "Free of Payment" upon
express direction from CREF with respect to designated Loaned Securities. A list
of authorized  Borrowers who are eligible to receive such Loaned Securities will
be signed by any two Authorized Officers, with the title of Chairman, President,
Executive Vice President and Treasurer, or by any one of these officers together
with  any  

                                      -21-


<PAGE>

CREF  officers  with the title of Senior Vice  President or Vice  President,  in
accordance with paragraph b. of Section 20.

         d. CREF on behalf of the Bond  Account  shall  also  provide  Bank with
written  instructions  regarding Loaned Securities for which CREF has previously
received adequate  Collateral and their delivery "Free of Payment" to designated
Borrowers  in  accordance  with  paragraph  c.  hereof  or the  return of Loaned
Securities.   Bank  shall  be  authorized,   in  accordance  with  such  written
instructions,  to: 

                  (1)  Deliver the Loaned  Securities,  "Free of Payment" to the
listed   Borrower,   and  

                  (2) Receive Loaned  Securities  specified in our instructions.

         Bank shall  promptly  advise CREF on behalf of the Bond  Account of the
completion of any such specified transaction. 

                  e. Bank  agrees  to  receive  from the  Borrower  any  income,
dividends,  and/or  distributions  made by the issuer with respect to the Loaned
Securities,  and to credit the  Deposit  Account or  Custody  Account  when such
amounts and  properties  are received from the Borrower in  accordance  with the
provisions of Section 10. 

                  f. Bank shall be  responsible  for the  Collateral  and Loaned
Securities in its possession and for the handling and servicing of such property
in accordance with written  instructions.  Bank is hereby  designated to acquire
possession  of  Collateral on behalf of the Bond Account and to act as bailee or

                                      -22-


<PAGE>

financial  intermediary (as defined in the Uniform  Commercial Code of the State
of New York, as amended the "UCC"), as the case may be, to enable CREF on behalf
of the Bond Account to perfect and maintain perfection of a security interest in
such Collateral, pursuant to the provisions of the UCC or other applicable laws,
as  amended  from  time  to  time.  It is  understood  that  Bank  shall  not be
responsible  for  obtaining  or  perfecting  CREF's  security  interest  in  the
Collateral  other  than  in  accordance  with  the  preceding  sentence  and the
instructions  regarding  delivery and receipt,  and shall not be  responsible to
advise CREF of the steps  necessary  to obtain or perfect  such  interest or for
effecting any statutory filing,  unless mutually agreed upon at such time. Under
no  circumstances  and in no  event  shall  Bank  have or be  charged  with  any
responsibility  or liability for (i) the credit  worthiness or continued  credit
worthiness  of any  Borrower,  (ii) the adequacy or value of any  Collateral  in
connection with any loan of securities, (iii) the failure of the Borrower to pay
any  income,  dividend  and/or  distribution  made by the  issuer on the  Loaned
Securities,  or (iv) any act taken by it in accordance with the direction of the
Bond Account,  or omitted by it in the absence of such direction.  

         g. Bank shall report as assets of its Custody Account property which is
Loaned Securities that have previously been delivered to Borrowers and hence are
not in  Bank's  possession.  Bank  shall  have no  responsibility  or  liability
whatsoever with respect to such Loaned  Securities and shall perform no services

                                      -23-


<PAGE>

with respect  thereto,  except as specifically  set forth herein.  

         h. Bank  shall  provide  to CREF a Report of Assets  Held  which  shall
include  all  Loaned  Securities  (whether  or not  such  securities  are in the
possession of Borrowers)  designated in such report to indicate that the same is
reported on a memorandum entry basis or on such other basis as shall be mutually
agreed upon.  Bank shall also provide to CREF all information and data specified
in  paragraphs  a., b., c. and f. of Section  15, and such  further  information
concerning  the Loaned  Securities  and  Collateral,  so that CREF may  properly
account for and segregate such  property.  Bank shall furnish CREF with all such
other  reports and  information  as CREF shall  reasonably  request.  Bank shall
furnish CREF with all reports and information  pursuant to this Amendment within
a reasonable time after request therefor.  

         13.  VOTING AND OTHER ACTION 

         No person may vote (other than pursuant to Authorized Instructions) any
securities  held by Bank  hereunder.  Bank will  promptly  transmit to CREF,  or
direct to be  transmitted  to CREF,  all notices,  proxies and proxy  soliciting
materials with respect to securities held by it hereunder, which proxies will be
executed by the registered  holder  thereof if registered  otherwise than in the
name of CREF or the Bond  Account,  but without  indicating  the manner in which
such proxies are to be voted.  

         Bank will promptly transmit to CREF all written information (including,
without  limitation,   pendency  of  calls  and  maturities  of  securities  and
expirations of rights in connection  therewith)  

                                      -24-


<PAGE>

received by it from the issuers
of securities of other property held by it hereunder.  With respect to tender or
exchange  offers,  Bank will promptly  transmit to CREF all written  information
received by it from issuers of the  securities or other property whose tender or
exchange  is sought  and from the party (or his  agents)  making  the  tender or
exchange offer.  

         14.  FEES  AND  EXPENSES  

         Bank will be compensated for the services rendered under this Agreement
and  reimbursed  for  out-of-pocket  expenses  through  arrangements  negotiated
between  CREF on behalf  of the Bond  Account  and Bank  from time to time.  

         15. RECORDS,  AFFIDAVITS AND REPORTS 

         With  respect  to the  securities  and  other  property  held  by  Bank
hereunder,  Bank agrees: 

                  a. To maintain records  sufficient to verify  information CREF
is  required  to report  in  Schedule  D of the  Annual  Statement  Blank of the
Insurance  Department  of the  State of New  York  ("Insurance  Department")  as
amended  from  time  to  time,  which  records  will  consist  of a list of such
securities showing a complete description of each issue, including the number of
shares  and par value of  securities  so held at the end of such  month and such
other  information  as may be required by such report or any report  required by
the Insurance  Department;  

                  b. To  maintain  records  regarding  transactions  and related
activities  described in Sections 4, 5, 6, 7, 8, 9, 10, 11 and 12  sufficient to
verify the accuracy of regular  monthly and 

                                      -25-


<PAGE>

other reports and income received on such securities and other property;  

                  c.  To  maintain  records  sufficient  to  verify  information
relating to Cash held by Bank,  including but not limited to (i) the purchase of
foreign currency contracts, (ii) the maintenance of foreign currency accounts on
behalf of CREF in the  possession  and  custody of Bank,  its  branches or other
entities located outside the United States,  and (iii) any reports  submitted to
CREF relating to its Cash;  

                  d. To create,  maintain  and  preserve all reports and records
relating to Bank's  activities and obligations  under this Agreement as provided
for in this  Section in such  manner as will meet the  requirements  of the 1940
Act,  including  Section 31 thereof and Rules 31a-1 and 31a-2 thereunder and the
Exchange Act, including Section 17 thereof and Rules 17a-3 and 17a-4 thereunder,
and to  file a  written  undertaking  with  the  Commission  as  will  meet  the
requirements  of Rule  17a-4(i) to the effect that such records are the property
of the Bond Account and will be  surrendered  to the Bond Account  promptly upon
request;  

                  e. To permit examination of such books and records as provided
for in this  Section at any time or from time to time during  business  hours as
provided for in Section 16 by  representatives  or designees of the  Commission,
and to  promptly  furnish to the  Commission  or its  designees  true,  correct,
complete  and  current  hard  copy of any or all or any part of such  books  and
records; 

                                      -26-

<PAGE>

                  f.  To  furnish  the  Bond   Account   with  the   appropriate
affidavit(s)  in the form of Exhibit A, attached hereto or in such other form as
may be submitted to Bank by CREF on behalf of the Bond Account from time to time
which is acceptable  to the  Insurance  Department or any other state or federal
governmental  agency having  jurisdiction over CREF, in order for the securities
and other property referred to in such affidavit(s) to be recognized as admitted
assets of CREF and in order for CREF to comply  with any other  requirements  of
such  Department  or  agencies;  

                  g. To furnish  the Bond  Account  with any report  obtained by
Bank on a Securities  Depository's or Foreign  Sub-Custodians system of internal
accounting control;  and to furnish the Bond Account with such reports on Bank's
system of internal  accounting control as CREF on behalf of the Bond Account may
reasonably  require;  

                  h. To furnish all such other reports and  information as shall
be  reasonably  requested by CREF on behalf of the Bond Account  relating to all
property held by Bank on the Bond Account's behalf pursuant to the terms of this
Agreement;  and 

                  i. That all such information, records, reports, and affidavits
maintained or held by Bank pursuant to this Section  remain the property of Bond
Account and copies of all such  information  will be surrendered to Bond Account
within a  reasonable  time after  request  therefor.  

                  j. The specific records, reports and affidavits 

                                      -27-


<PAGE>

required in a. through i. above shall be set forth in a separate  document which
may be modified from time to time by agreement of the parties to this Agreement.

         16. RECONCILIATION OF STATEMENTS OR ADVICES

         CREF agrees that it will reconcile  statements and advices sent by mail
or electronic  media and that all such statements and advices will be considered
final sixty days from the date of dispatch  unless CREF has notified Bank orally
or in writing  regarding  any  questions or problems.  

         17.  ACCESS

                  a. During the course of Bank's regular banking hours, any duly
authorized  officer,  employee  or agent of CREF,  any  independent  accountants
selected by CREF, any member of the Insurance Department, and any representative
or designee of the Commission or other governmental agencies having jurisdiction
over CREF,  shall be entitled to examine,  on Bank's  premises,  securities  and
records of all  securities,  Cash and other property held by Bank, its branches,
or other entities  hereunder and its books and records pertaining to its actions
under this Agreement,  but only upon furnishing Bank with one day notice of such
examination  signed  by a duly  authorized  officer  of CREF.  Bank's  books and
records used in connection with CREF's indirect participation in a depository or
other entities, to the extent that they relate to depository, custodial or other
services  rendered  to CREF by Bank,  pursuant to this  Agreement,  shall at all
times during  Bank's  regular  business  hours to be open to  

                                      -28-


<PAGE>

inspection  by duly  authorized  employees  or agents of CREF,  or  governmental
agencies having  jurisdiction  over CREF, but only upon furnishing Bank with one
day's notice to that effect as specified in the preceding sentence.

                  b. Upon  receiving  a request  from CREF,  Bank agrees that it
will take such steps as are within its power to enable any of the aforementioned
officers,  accountants,  employees,  agents and members of CREF,  the  Insurance
Department,  the Commission or other governmental  agencies having  jurisdiction
over CREF,  to inspect and  examine  securities  and other  property of CREF and
books and  records  of such  property  not  located  on Bank's  premises,  which
property and records are held on CREF's behalf by its branches or other entities
pursuant to this Agreement. 

         18.  EXEMPTION  FROM  INCOME TAX 

                  a. CREF is exempt  from the  payment of United  States  income
tax. Upon receipt of documentation  evidencing CREF's tax exempt status, Bank is
hereby  authorized  and  empowered  as  CREF's  agent  to sign in its  name  any
certificate of ownership or other certificate which is or may be required by any
regulations of the Internal  Revenue  Service,  the laws of any state,  or other
authority  of the United  States.  

                  b.  To  enable  Bank  properly  to  execute  the   certificate
described in a. above,  CREF hereby  certifies  that CREF is a corporation  duly
organized  and  existing  under the laws of the State of New  York,  having  its
principal  place  of  business  in  the  

                                      -29-


<PAGE>

City of New York. CREF's Employer Identification No. is 136022042.

         19.  AMENDMENTS  

         No amendment or change to this Agreement shall be authorized by CREF on
behalf of the Bond Account without the written consent signed by an officer with
the title of either  Chairman or  President  and any  officer  with the title of
Executive  Vice  President  or Treasurer  and  accepted in writing by Bank.  

         20.   AUTHORIZATION

                  a. Except as otherwise provided for in this Agreement, written
instructions  by CREF  hereunder  shall be signed  by any two of its  Authorized
Officers  specified in a separate  list for this purpose which will be furnished
to Bank from time to time signed by the treasurer or any assistant treasurer and
by the  secretary or any  assistant  secretary as certified  under the corporate
seal  of  CREF.  Such   instructions  are  referred  to  herein  as  "Authorized
Instructions".  Upon receipt of written  instructions  pursuant to paragraph b.,
below  accompanied  by a detailed  description  of  procedures  approved by such
instructions,   Authorized  Instructions  may  include  communications  effected
directly between electro-mechanical or electronic devices provided that CREF and
Bank are satisfied that such procedures afford adequate  safeguards for the Bond
Account's assets.

                  b. Where  expressly  provided for in Section  12.c.  and 20.a.
herein or in connection  with the delivery of securities or other property "Free
of  Payment,"  written  instructions  shall be 

                                      -30-


<PAGE>

acted  upon  only if  received  in  writing  manually  signed by any two of such
Authorized  Officers  with  the  title  Chairman,   President,   Executive  Vice
President,  or Treasurer, or by any one of those officers together with any CREF
officer with the title Senior Vice President or Vice President.

                  c. Bank shall not be liable for any action taken in good faith
upon Authorized Instructions or upon written instructions pursuant to b., above,
and may rely on such  documents  that it in good  faith  believes  to be validly
executed.  

         21.  APPOINTMENT  OF  AGENTS  

         The Bank may at any time or times in its discretion appoint (and may at
any time remove) any other bank or trust company which is itself qualified under
the 1940 Act, as amended, to act as a custodian,  as its agent to carry out such
of the  provisions  of this  Agreement as the Bank may from time to time direct;
provided,  however, that the appointment of any agent shall not relieve the Bank
of its  responsibilities  or  liabilities  hereunder.  

         22.  NOTICES 

                  a. Official  receipts and advices of all types relating to the
securities,  cash or other  property held by Bank  hereunder will be prepared by
Bank, in duplicate,  and forwarded to the particular divisions of CREF on behalf
of the Bond Account  indicated in a separate  listing which the  treasurer  will
furnish  to Bank  from  time to time.  

                  b. Written notices hereunder shall be hand-delivered 

                                      -31-


<PAGE>

or mailed first class,  addressed,  if to Bank, at 60 Wall Street New York,  New
York  10015,  or if to CREF,  at 730 Third  Avenue,  New York,  New York  10017,
Attention:  Treasurer. Written notice of (i) termination of this Agreement, (ii)
termination of Bank's  participation in DTC or any other securities  depository,
(iii)  changes in Bank's  designation  of any of its branches or  Sub-Custodians
having custody of any of the Bond Account's assets under this Agreement, or (iv)
changes in Bank's  insurance  coverage,  shall be sent by hand or by first-class
mail;  provided,  however,  that any  such  notice  pursuant  hereto  shall  not
constitute  approval by CREF of any such termination,  change or designation nor
shall such notice relieve Bank of its responsibilities hereunder.

                  c. Any notice so addressed, hand delivered and mailed shall be
deemed to be given on whichever of the  following  dates shall first occur:  (i)
the date of actual receipt  thereof,  (ii) the fifth day next following the date
mailed,  or (iii) if the substance  thereof is  communicated by hand delivery or
certified mail, the date so delivered or mailed.  

         22.  TERMINATION  OR  ASSIGNMENT  

         This Agreement may be terminated by either party on sixty days' written
notice sent by certified mail.  Upon any termination of this Agreement,  pending
appointment  of a  successor  to Bank or a vote of the  participants  of CREF to
dissolve or to function  without a custodian  of its cash,  securities  or other
property,  Bank shall  deliver Cash,  securities or other  property 

                                      -32-


<PAGE>

to a bank or trust company selected by CREF on behalf of the Bond Account having
an  aggregate  capital,  surplus  and  undivided  profits,  as shown by its last
published report of not less than five hundred thousand dollars  ($500,000) as a
custodian  for CREF to be held under terms  similar to those of this  Agreement;
provided,  however, that Bank shall not be required to make any such delivery or
payment  until full  payment  shall have been made by CREF on behalf of the Bond
Account of all  liabilities  constituting  a charge on or against the properties
then held by Bank or on or against  it, and until full  payment  shall have been
made to Bank of all fees,  compensation,  costs  and  expenses,  subject  to the
provisions of Section 14 of this Agreement.

         This Agreement may not be assigned by Bank without the consent of CREF,
authorized  or  approved  by a  resolution  of CREF's  trustees.  

         23. EFFECT OF HEADINGS

         The  Section  headings  herein are for  convenience  only and shall not
affect the  construction  thereof.  

         24.  GOVERNING LAW 

         This  Agreement  shall be governed by and construed in accordance  with
the law of the State of New York.

                                      -33-


<PAGE>





                                             COLLEGE RETIREMENT EQUITIES FUND
                                             ON BEHALF OF BOND MARKET ACCOUNT




                                             BY:_______________________________
                                                        John H. Biggs
                                                        President



                                             BY:_______________________________
                                                        Richard J. Adamski
                                                        Treasurer





                                             MORGAN GUARANTY TRUST COMPANY OF
                                             NEW YORK



                                             BY:_______________________________




                                             BY:_______________________________







                                      -34-

<PAGE>



                                    EXHIBIT A

                               CUSTODIAN AFFIDAVIT

STATE OF          )
                  )SS.:
COUNTY OF         )

______________________________________________, being duly  sworn,  deposes 
and says that he is ______________________________________of the  (Custodian)
a banking corporation organized under and pursuant to the laws of 
the _____________________________________________with principal place of 
business at __________________________________, (hereinafter called the "Bank");

That his duties  involve  supervision of activities of the Bank as Custodian and
records relating thereto;

That the Bank is Custodian for certain securities of College Retirement Equities
Fund having a place of business at 730 Third  Avenue,  New York,  New York 10017
(hereinafter  called the "Company") pursuant to the Custodial Services Agreement
dated  as of _____________________________________, 1990  (hereinafter  the  
"Agreement")  between  the  Bank and the Company;

That the schedule attached hereto is a true and complete statement of securities
which were in the custody of the Bank for the  accounts of the Company as of the
close of business on __________________________________________________________;
that unless  otherwise  indicated  on the  schedule,  the next  maturing and all
subsequent  coupons were then either  attached to coupon bonds or in the process
of  collection;  and that,  unless  otherwise  shown on the  schedule,  all such
securities  were in bearer form or in registered form in the name of the Company
or its nominee,  or a nominee of the Bank or its agent's nominee, or were in the
process of being registered in such form:

That the Bank as Custodian has the  responsibility  for the  safekeeping of such
securities as that  responsibility  is  specifically  set forth in the Agreement
between the Bank as Custodian and the Company; and

That,  to the best of his knowledge and belief,  unless  otherwise  shown on the
schedule, said securities were the property of said Company and were free of all
liens, claims, or encumbrances whatsoever.

Subscribed and sworn to before me this_______________day of__________________
_______________________________________(L.S.)



                                      -35-





                          CUSTODIAL SERVICES AGREEMENT


                  AGREEMENT dated as of November 1, 1994 between MORGAN GUARANTY
TRUST COMPANY OF NEW YORK ("Bank") and COLLEGE RETIREMENT EQUITIES FUND ("CREF")
on behalf of the CREF SOCIAL CHOICE ACCOUNT.

                  WHEREAS,  the  parties  desire to arrange  for the  custody of
certain assets of CREF, specifically those of the CREF Social Choice Account, by
the Bank;
                  NOW THEREFORE, in consideration of the mutual  agreement  made
herein, the Bank and CREF agree as follows:

         1.       ESTABLISHMENT OF ACCOUNTS
                  a.  Bank  agrees  to open and  maintain  custodial  account(s)
("Custody  Account(s)")  on behalf of the CREF Social  Choice  Account  ("Social
Choice Account"), or such other CREF portfolios or accounts ("CREF Accounts") as
the  parties  may from time to time  agree to  include  within the scope of this
Agreement,  for any and all  bonds and any other  securities  or other  property
received by Bank for the account of the Social Choice Account.

                  b. Bank also hereby  agrees to  establish  and maintain one or
more deposit accounts ("Deposit Accounts") for all cash (including cash proceeds
from the sale of such securities and similar investments and cash monies whether
in United States or foreign denominated  currencies,  hereinafter termed "Cash")
received by Bank for the Social  Choice  Account.  Such  accounts 




<PAGE>



will be in  the  name  of  the  Social  Choice Account or in the name of Bank or
Bank's branches or a Foreign Custodian, on behalf of the Social Choice Account.
                  It is  hereby  agreed  that  all  securities,  Cash,  or other
property  now or  hereinafter  held by Bank  hereunder  are held for the  Social
Choice  Account and are to be  maintained  and  disposed of by Bank only for the
Social Choice  Account in accordance  with the terms and conditions set forth in
this Agreement.

         2.       LOCATION OF ASSETS
                  a.       Securities, cash and other property are permitted to
                           be held by
                           (1)  Bank at any of its offices wherever located;

                           (2)     domestic securities depositories ("Securities
Depositories")  selected  by  Bank  with  the  approval of CREF on behalf of the
Social Choice Account;

                           (3)      foreign securities  depositories or clearing
agencies  ("Foreign Depository") selected  by Bank  with the approval of CREF on
behalf  of  the  Social  Choice Account  as  described  in  Section  9  of  this
Agreement; and

                           (4) Foreign banking  institutions  ("Foreign  Banks")
selected by Bank with the approval  of CREF  on  behalf  of  the  Social  Choice
Account as described in Section 9 of this Agreement.

                  b.       Such  entities  described in (2), (3) and (4), above,
shall be deemed to be Sub-Custodians of Bank, and all securities, Cash and other
property held by such entities shall, 


                                     - 2 -

<PAGE>




unless  otherwise  specifically  agreed  to  in  writing  by  Bank  and CREF, be
considered for all purposes of this agreement as being held directly by Bank and
subject to the terms of this Agreement.

                  c. For purposes of this Agreement,  a Securities Depository or
Foreign  Depository  shall mean a system for the handling of  securities  of any
particular class or series of any particular  issuer deposited therein which may
be treated as a part of a fungible bulk and may be  transferred  by  bookkeeping
entry without physical delivery of such securities. With respect to a Securities
Depository,  such  entity  shall  be  a  clearing  agency  registered  with  the
Securities  and  Exchange  Commission  ("Commission")  under  Section 17A of the
Securities  Exchange Act of 1934  ("Exchange  Act"),  which acts as a securities
depository,  or the book-entry system  authorized by the U.S.  Department of the
Treasury and certain  federal  agencies in accordance  with  applicable  Federal
Reserve Board and Commission  rules and  regulations.  With respect to a Foreign
Depository,  such entity shall satisfy the  requirements of Rule 17f-5 under the
Investment Company Act of 1940 ("1940 Act").

                  d. For purposes of this  Agreement a Foreign Bank is a foreign
banking  institution  satisfying  Rule 17f-5 under the 1940 Act and appointed by
Bank as provided in Section 9 of this Agreement.

         3.       BANK'S DUTIES
                  a. Bank will be  responsible  for the  safekeeping,  handling,
servicing  and  disposition  of all  securities,  cash or 


                                     - 3 -


<PAGE>




other  property  of  the  Social Choice Account held by it hereunder  including,
without limitation,  any and all of the Social Choice  Account's Cash held by or
received  by Bank in the name of the Social Choice Account, Bank's name, or that
of Foreign Banks.

                  b. Bank  agrees to be liable  and to  indemnify  and hold CREF
harmless  for any and all  liability  for loss or damage to CREF with respect to
any such securities,  Cash and other property, if such liability, loss or damage
results from any negligence,  misfeasance or misconduct on the part of Bank, its
officers  or  employees,  its  branches  or its  affiliates.  Bank shall have no
liability for any consequential damages occasioned by delay in receipt of notice
by Bank or by a Foreign Sub-Custodian of any payment, redemption,  proceeding or
other transaction  regarding,  or of any rights exercisable by the Social Choice
Account in connection with any  securities,  Cash or other property with respect
to which Bank has agreed to take action.

                  c. Notwithstanding the foregoing,  Bank further agrees that it
will at all times give the securities or other property held by it hereunder the
same care as it gives its own property.

                  d. It is understood and agreed that Bank is not under any duty
to supervise the investment of, or to advise or make any  recommendation to CREF
with respect to, the purchase or sale of any securities.

                  e. In connection with Bank's  responsibilities  hereunder,  it
has advised CREF that it currently has in force, for its own protection, Bankers
Blanket Bond Insurance,  and it is 


                                     - 4 -


<PAGE>




Bank's  intention  to  continue  to maintain such insurance in substantially the
same  form  nd amount. CREF understands that such policies would apply to losses
under this  agreement.  Bank agrees to give CREF written notice of any reduction
in the amount, or material change in the form of such insurance, at least once a
year upon request.

                  f. Bank shall have  responsibility  as a bailee for hire under
the law of the State of New York with respect to any Foreign  Securities  System
or Foreign  Custodian  acting as a Sub-Custodian  of Bank.  Without limiting the
generality of the foregoing,  Bank will hold CREF harmless from and indemnify it
against  any loss  that  occurs as a result of the  negligence,  misfeasance  or
misconduct  of Bank,  its officers or employees,  and any Foreign  Depository or
Foreign Bank acting as Foreign Sub-Custodian of Bank.

         4.       RECEIPT AND DISBURSEMENT OF CASH
                  a. Bank shall open and maintain a separate Deposit Account for
the Social Choice  Account,  in the name of the Social Choice  Account,  subject
only to actions by Bank  acting  pursuant to the terms of this  Agreement.  Bank
shall hold in such accounts, subject to the provisions hereof, all Cash received
by it from or for the Social  Choice  Account.  All Cash held by Bank  hereunder
shall be subject to  withdrawal  and deposit by Bank from time to time on behalf
of the Social Choice  Account for the purpose of  consummating  the purchases or
sales, as the case may be, of designated securities,  solely upon Bank's receipt
of 


                                     - 5 -


<PAGE>




express  directions  in  the form of Authorized  Instructions in accordance with
the provisions of Section 20. Such directions shall include, but are not limited
to:
                           (1)    the execution and delivery of foreign currency
contracts on behalf of the Social Choice Account;

                           (2)    the debiting or crediting of currency accounts
(United States or foreign) of the  Social Choice Account held by Bank,  pursuant
to this  Agreement as of settlement date or such other date as specified in such
instructions;
                           (3)    the purchase of securities, options on
securities, futures contracts, options on futures  contracts,  or other property
for the Social Choice Account but only (i) upon the delivery of such  securities
or other property or evidence of title for such  options  on securities, futures
contracts  or  options  on  futures contracts  to Bank,  registered  in the name
of CREF or of the  nominee of Bank referred to in Section 10 hereof or in proper
form for  transfer;  (ii) in the case  of repurchase  agreements for  securities
entered into between the CREF on behalf  of the  Social  Choice  Account and the
Bank,  or  another  bank,  or a broker-dealer  which is a member of the National
Association of Securities  Dealers  ("NASD")  against delivery of the securities
either in certificate  form or through an entry crediting  Bank's account at the
Federal  Reserve Bank with such  securities  or against  delivery of the receipt
evidencing  purchase by the Social Choice  Account of  securities  owned by Bank
along  with  written  evidence  of the  agreement  by  Bank to  repurchase  such
securities  


                                     - 6 -


<PAGE>

from the Social Choice  Account;  or (iii) in the case of a purchase affected
through a Securities  Depository in accordance  with the provisions of Section 7
hereof.  
                   (4) the payment of interest,  taxes (if any),  management  or
supervisory fees or operating expenses  (including,  without limitation thereto,
fees for legal,  accounting  and auditing  services)  (if any);
  
                   (5) payments in connection  with the  conversion, exchange or
surrender of securities  owned or subscribed to  by  the Social  Choice  Account
held by or to be delivered to Bank; or 

                   (6) other  corporate  purposes.  
          b. Bank is hereby authorized to endorse and collect all checks, drafts
or other orders for the payment of money received by it for the accounts of CRE

      5.  HOLDING  SECURITIES 
Banking shall hold in a separate  Custody Account for the Social Choice Account,
and physically segregated at all times from those of any other persons, firms or
corporations,  or any  other of  CREF's  Accounts,  pursuant  to the  provisions
hereof, all securities and other property to be held by it for the Social Choice
Account,  except those held in a Securities Depository as described in Section 7
of this Agreement or a Foreign  Sub-Custodian  as described in Section 9 of this
Agreement.  All such  securities  are to be held or disposed of by Bank for, and
subject at all times to the  instructions of, CREF pursuant to the terms of this
Agreement. Bank shall have no power or authority to

                                     - 7 -


<PAGE>

assign,  hypothecate,  pledge or otherwise  dispose of any such  securities  and
investments, except pursuant to the Authorized Instructions of CREF on behalf of
the Social Choice Account and only as set forth in Section 19 of this Agreement.

    6.  RECEIPT AND DELIVERY OF  SECURITIES
From time to time CREF on behalf of the Social Choice Account will instruct Bank
to receive or deliver securities through Authorized Instructions as set forth in
Section 20. Such instructions may be continuing if agreed to by the parties.  a.
In accordance with this Agreement,  not-  withstanding  such  instructions  that
relate to  settlement  date  entries,  Bank  agrees to receive  such  securities
against payment or exchange as directed in any Authorized Instructions and debit
cash held in a Deposit  Account  on behalf of the  Social  Choice  Account  only
against  satisfactory  delivery  of  securities.  b.  In  accordance  with  this
Agreement,  not-  withstanding  instructions  that  relate  to  settlement  date
entries,  Bank agrees to transfer,  exchange,  or deliver  securities held by it
hereunder including, but not limited to, the following:

            (1) for sales of such  securities for the Social Choice Account upon
receipt  by Bank of  payment  therefor; 
 
            (2)  when  such  securities  are  called,  redeemed  or  retired  or
otherwise  become  payable; 

            (3) for examination by any broker selling any securities  located in
the U.S. in accordance with "U.S. street delivery" custom,  provided that in any
such case, Bank shall have 

                                     - 8 -


<PAGE>



no  responsibility  or liability  for any loss arising from the delivery of such
securities prior to receiving  payment for such securities  except as may result
from Bank's negligence,  misfeasance, or misconduct; 
            (4) in exchange for or upon conversion into other  securities  alone
or  other   securities  and  cash  whether  pursuant  to  any  plan  or  merger,
consolidation, reorganization, recapitalization or readjustment, or otherwise;
            (5) upon conversion of such securities  pursuant to their terms into
other securities;  
            (6) upon exercise of subscription,  purchase or other similar rights
represented  by such  securities;  
            (7) for the purpose of  exchanging  interim  receipts  or  temporary
securities for definitive securities;  
            (8) upon  receipt  of  payment  in  connection  with any  repurchase
agreement related to such securities  entered into by the Social Choice Account;
            (9) for delivery in connection  with any loans of securities made by
the Social  Choice  Account,  in  accordance  with the  provisions of Section 12
herein;
            (10) for other purely ministerial exchanges; or
            (11) for other corporate purposes.  As to any deliveries made by you
pursuant  to  Items  (2),  (4),  (5),  (6),  (7) and  (10),  securities  or cash
receivable in exchange therefor shall be deliverable to Bank. 
        c.  Actual  delivery  of  securities  is to  be  made  by


                                     - 9 -

<PAGE>




Bank  on  the contractual  settlement  date only upon  express  instructions  to
such  effect, provided that:
            (1) the  securities  are on  deposit  in a Custody  Account  for the
Social Choice Account; and
            (2) the  delivery  instructions  are  received  by  Bank  in  timely
fashion.
        e. Except as specifically otherwise stated in this Agreement, in any and
every case where  payment  for  purchase  of  securities  for the account of the
Social  Choice  Account  is  made by the  Bank  in  advance  of  receipt  of the
securities  purchased in the absence of specific written  instructions from CREF
on behalf of the  Social  Choice  Account  to so pay in  advance,  Bank shall be
liable  for any loss to CREF for such  securities  to the same  extent as if the
securities had been received by Bank.
        f. Bank shall promptly furnish the Social Choice Account with advices or
notices  of any  receipts  or  deliveries  of  securities. 
        g.  Bank will not be  responsible  for any act or  omission,  or for the
insolvency of any broker or agent  selected by Bank to effect a transaction  for
the  account  of the  Social  Choice  Account;  provided,  however,  Bank is not
negligent in the selection of such broker or agent.  

      7. DEPOSIT OF SOCIAL CHOICE ACCOUNT ASSETS IN A SECURITIES DEPOSITORY

         Bank may deposit and  maintain  securities  owned by the Social  Choice
Account in a Securities Depository subject to the


                                     - 10 -


<PAGE>




following provisions:
                  a. Bank may keep the Social Choice  Account's  securities in a
Securities  Depository  provided  that such  securities  are  represented  in an
account of Bank  ("Bank's  Account") in  Securities  Depository  which shall not
include any assets of Bank other than assets held as a  fiduciary,  custodian or
otherwise for customers;
                  b. The records of Bank will identify  those  securities of the
Social  Choice  Account  held  in a  Securities  Depository  as  being  held  in
book-entry form on behalf of the Social Choice Account;
                  c. Bank shall pay for securities  purchased for the account of
the  Social  Choice  Account  upon (i)  receipt  of advice  from the  Securities
Depository  that such securities  have been  transferred to Bank's Account,  and
(ii) the making of an entry on the records of Bank to reflect  such  payment and
transfer  for the  account of the Social  Choice  Account.  Bank shall  transfer
securities sold for the account of the Social Choice Account upon (i) receipt of
advice from the Securities  Depository that payment for such securities has been
transferred to Bank's Account, and (ii) the making of an entry on the records of
Bank to reflect such  transfer and payment for the account of the Social  Choice
Account.
                  d. Anything to the contrary in this Agreement notwithstanding,
Bank shall be liable to CREF for the  benefit of the Social  Choice  Account for
any loss or  damage  to the  Social


                                     - 11 -


<PAGE>




Choice Account resulting from use of any Securities  Depository by reason of any
negligence,  misfeasance or misconduct of Bank or any of its agents or of any of
the  employees  of such  Depository  or Bank or from failure of Bank or any such
agent to enforce  effectively  such rights as it may have  against a  Securities
Depository;  at the election of the CREF on behalf of Social Choice Account,  it
shall be entitled  to be  subrogated  to the rights of Bank with  respect to any
claim against a Securities Depository or any other person which Bank may have as
a  consequence  of any such loss or damage if and to the extent  that the Social
Choice  Account  has not  been  made  whole  for any  such  loss or  damage.  
        8. SEGREGATED ACCOUNT 
        Bank shall upon receipt of Authorized  Instructions  from CREF on behalf
of the Social  Choice  Account  establish  and maintain a segregated  account or
accounts for and on behalf of the Social Choice  Account,  into which account or
accounts  may  be  transferred  Cash  and/or  securities,  including  securities
maintained by Bank in a Securities  Depository pursuant to Section 7 hereof: (a)
in accordance  with the provisions of any agreement  among CREF on behalf of the
Social Choice Account,  Bank and a broker-dealer  registered  under the Exchange
Act and a member  of the NASD (or any  futures  commission  merchant  registered
under the Commodity Exchange Act),  relating to compliance with the rules of The
Options Clearing  Corporation and of any registered national securities exchange
(or the Commodity Futures Trading Commission


                                     - 12 -


<PAGE>

or  any  registered  contract  market),  or  of  any  similar   organization  or
organizations,  regarding  escrow  or  other  arrangements  in  connection  with
transactions by the Social Choice Account;  (b) for purposes of segregating cash
or government  securities in connection with options purchased,  sold or written
by the Social Choice Account or commodity  futures  contracts or options thereon
purchased  or sold by the  Social  Choice  Account;  (c)  for  the  purposes  of
compliance  by the  Social  Choice  Account  with  the  procedures  required  by
Investment  Company Act Release No. 10666, or any subsequent release or releases
of the  Commission  relating  to  the  maintenance  of  segregated  accounts  by
registered investment companies; and (d) for other corporate purposes, BUT ONLY,
in the case of clause (d), upon receipt of Authorized  Instructions from CREF on
behalf of the  Social  Choice  Account.  
     9. DUTIES OF THE BANK WITH RESPECT TO PROPERTY OF THE SOCIAL CHOICE ACCOUNT
        HELD OUTSIDE OF THE UNITED STATES
                  a.  CREF  on  behalf  of  the  Social  Choice  Account  hereby
authorizes and instructs Bank to employ as Sub-Custodians  for the Social Choice
Account's  securities and other assets maintained  outside the United States the
Foreign  Banks  and  Foreign  Depositories  designated  on a  separate  document
(together "Foreign  Sub-Custodians").  Upon receipt of Authorized  Instructions,
Bank and CREF on behalf of the  Social  Choice  Account  may agree to  designate
additional,  Foreign  Sub-Custodians.  Upon receipt of Authorized  Instructions,
CREF on  behalf of the  Social  Choice  Account  may  instruct  Bank to cease to
utilize  any one or more


                                     - 13 -



<PAGE>



Foreign  Sub-Custodians  on behalf of the CREF  Social Choice Account.
                  b. Except as may  otherwise  be agreed upon in writing by Bank
and CREF,  assets of the Social  Choice  Account  shall be maintained in Foreign
Depositories only through  arrangements  implemented by Bank or by Foreign Banks
serving as  Sub-Custodians  on behalf of the Social Choice Account in accordance
with the terms hereof.
                  c.  The  Bank  agrees  that  with   respect  to  each  Foreign
Sub-Custodian (i) the assets of the Social Choice Account will not be subject to
any right, charge,  security interest, lien or claim of any kind in favor of the
Foreign  Sub-Custodian or its creditors or agents, except a claim of payment for
their safe custody or administration; (ii) beneficial ownership of the assets of
the Social  Choice  Account will be freely  transferable  without the payment of
money or value other than for custody or administration;  (iii) adequate records
will be  maintained  identifying  the assets as belonging  to the Social  Choice
Account;  (iv) officers of or auditors employed by, or other  representatives of
Bank,  including to the extent  permitted  under  applicable law the independent
public  accountants for the Social Choice  Account,  will be given access to the
books and records of the Foreign Sub-Custodian relating to its actions under its
agreement with Bank; (v) assets of the Social Choice Account held by the Foreign
Bank will be subject only to the  instructions  of Bank;  and (vi) assets of the
Social Choice Account held by a


                                     - 14 -

<PAGE>




Foreign  Depository  will be subject only to the instructions of Bank or Foreign
Bank.
                  d. With respect to assets maintained in a Foreign  Depository,
except as otherwise  required by such  Foreign  Depository  or other  applicable
regulations,  Bank shall pay for  securities  purchased  for the  account of the
Social  Choice  Account  upon (i) receipt of advice from the Foreign  Depository
that such securities have been transferred to Bank's Account and (ii) the making
of an entry on the records of Bank to reflect  such payment and transfer for the
account of the Social Choice  Account.  Bank shall transfer  securities sold for
the  account of the Social  Choice  Account  upon (i) receipt of advice from the
Foreign  Depository  that payment for such  securities  had been  transferred to
Bank's  Account,  and (ii) the  making  of any entry on the  records  of Bank to
reflect such transfer and payment for the account of the Social Choice Account.
                  e.  Until  bank  receives   Authorized   Instructions  to  the
contrary,  Bank will and will instruct each Foreign  Sub-Custodian  to take such
steps as may reasonably be necessary to secure or otherwise  prevent the loss of
rights  relating to any  securities,  Cash or other  property;  PROVIDED that it
shall be  understood  that the  monitoring  of  investment  data  provided  by a
recognized  international  investment  data  service  by Bank  will be deemed to
fulfill Bank's obligation under this Section 9.e.
                  f. Bank shall identify on its books as belonging to the Social
Choice  Account the  securities,  Cash or other  property


                                     - 15 -

<PAGE>



held by each  Foreign Sub-Custodian.
                  g. Bank will supply to the Social Choice  Account from time to
time, as mutually agreed upon, statements in respect of the securities and other
assets  held  by  Foreign  Sub-Custodians,  including  but  not  limited  to  an
identification  of entities  having  possession of the Social  Choice  Account's
securities  and other assets and advices or  notifications  of any  transfers of
securities to or from each Custody Account maintained by a Foreign Bank for Bank
on behalf of the Social Choice Account indicating, as to securities acquired for
the Social Choice Account, the identity of the entity having physical possession
of such  securities.  Bank shall furnish  annually to the Social Choice Account,
during the month of [June], all relevant information necessary to enable CREF to
evaluate the Foreign Sub-Custodians  employed by Bank. Such information shall be
similar  in kind and scope to that  furnished  to the Social  Choice  Account in
connection with the initial approval of this agreement.
                  h. In addition,  Bank will  promptly  inform the Social Choice
Account  in the event  that  Bank  learns of a  material  adverse  change in the
financial  condition  of a Foreign  Sub-Custodian  or any  material  loss of the
assets of the Social Choice Account or is notified by such Foreign Sub-Custodian
that there appears to be a substantial  likelihood that its shareholders' equity
will decline below $200 million (U.S. dollars or the equivalent thereof) or that
its shareholders'  equity has declined below $200 million (in each case computed
in accordance with 


                                     - 16 -

<PAGE>




generally accepted U.S. accounting principles).
                  i. Anything to the contrary in this Agreement notwithstanding,
Bank shall be liable to CREF for the  benefit of the Social  Choice  Account for
any loss or  damage  to the  Social  Choice  Account  resulting  from use of any
Foreign Sub-Custodian by reason of any negligence,  misfeasance or misconduct of
Bank or any of its agents or of any of the  employees of such  Sub-Custodian  or
Bank or from  failure  of Bank or any such  agent to  enforce  effectively  such
rights as it may have  against a Foreign  Sub-Custodian;  at the election of the
CREF on behalf of Social Choice  Account,  it shall be entitled to be subrogated
to the rights of Bank with respect to any claim against a Foreign  Sub-Custodian
or any other  person  which Bank may have as a  consequence  of any such loss or
damage if and to the extent  that the Social  Choice  Account  has not been made
whole for any such loss or damage.
                  j.  Notwithstanding  any  provision  of this  Agreement to the
contrary,  settlement and payment for securities received for the account of the
Social Choice  Account and delivery of securities  maintained for the account of
the Social  Choice  Account  may be effected in  accordance  with the  customary
established securities trading or securities processing practices and procedures
in the  jurisdiction  or  market  in which the  transaction  occurs,  including,
without  limitation,  delivering  securities  to the  purchaser  thereof or to a
dealer  therefor (or an agent for such  purchaser  or dealer)  against a receipt
with the


                                     - 17 -

<PAGE>




expectation of receiving  later payment for such  securities from such purchaser
or dealer.
         10.      INCOME
                  a. Income on securities  and cash held by Bank  hereunder will
be credited  automatically  to a Deposit Account or Custody Account upon receipt
and in accordance with local market practices.  Principal received in connection
with  securities  which  mature or are  redeemed  shall be credited to a Deposit
Account  or a  Custody  Account  on the date such  principal  is  received.  All
collections  of income or  principal  paid or  distributed  with  respect to any
securities,  Cash or other  property  shall  be made at the  risk of the  Social
Choice Account,  provided  however,  that Bank takes reasonable steps to collect
such income or principal and there is no  negligence,  misfeasance or misconduct
on the part of Bank.
                  b.  Unless  instructed  otherwise,  collections  of  income in
foreign  currency  are  to be  converted  into  United  States  dollars,  and in
effecting  such  conversion  Bank may use such methods or agencies as it may see
fit including  its own  facilities  at  prevailing  rates.  All risk and expense
incident to such collection of income  regardless of the particular  currency or
currencies  involved is for the account of the undersigned,  and Bank shall have
no responsibility for fluctuations in exchange rates affecting such conversion.
                  c.  Unless  and  until  Bank  receives   written  instructions
to the contrary,  it shall:


                                     - 18 -

<PAGE>



                                    (1)     present for  payment all coupons and
other income items held by it for the  account  of  the  Social  Choice  Account
which  call  for  payment  upon presentation  and  hold  the  cash  received  by
it upon  such  payment  for the appropriate account;
                                    (2)     collect interest and cash  dividends
received, with notice to CREF, for the Social Choice Account;
                                    (3)     hold for  the  Social Choice Account
all stock dividends, rights and similar securities issued  with respect  to  any
securities held by Bank hereunder,
and with  respect  to  stock  dividends,  it is  hereby  authorized  to sell any
fractional interest and to credit the Deposit Account with the proceeds thereof;
and
                                    (4)     with respect to any dividend
reinvestment plan in which the Social Choice  Account  participates,  and as  to
which  Bank has been so  notified,  it agrees to acquire and hold hereunder  the
appropriate  number of shares issuable under  such  plan  in  lieu  of  the cash
dividend.
                  d. Any  dividends  or interest  automatically  credited to the
Deposit  Accounts  which  are  not  subsequently  collected  by  Bank  from  the
corporation  making such payment will be  reimbursed  to Bank and Bank may debit
the Deposit Accounts for this purpose.
         11.      REGISTRATION
         Securities which are eligible for deposit in Securities Depositories or
Foreign Depositories may be maintained in Bank's Account with such Depositories.
Subject to the aforesaid


                                     - 19 -


<PAGE>



provision, Bank will register all securities (except such as are in bearer form)
in the name of its  nominee  or the  nominee  of the  Securities  Depository  or
Foreign Depository,  unless alternate registration instructions are furnished by
CREF.  Bank will  retain  and have  available  at all times  for  inspection  by
regulatory  authorities  evidence  that its nominee is registered as required by
the laws and  regulations  of the United  States  and the State of New York,  as
appropriate.  All such agents shall be appointed in conformance with Section 21.
The  Social  Choice  Account  agrees  to hold  such  nominee  harmless  from any
liability  as a holder  of  record  of such  securities  and will  have the same
responsibility  as if the securities  were  registered in the name of the Social
Choice Account.  The foregoing shall not relieve Bank of its responsibilities or
liabilities  hereunder.  
        12. PROVISIONS  RELATING TO SECURITIES  LENDING 
        a. From time to time CREF on behalf of the Social  Choice  Account shall
designate in an Authorized  Instruction securities held by Bank in its Custodial
Account to be loaned to specified borrowers ("Borrowers"). Such securities shall
be termed the  "Loaned  Securities".  This  Section  shall apply to and shall be
controlling  solely with respect to such Loaned  Securities and lending services
relating  thereto.  Loaned Securities which are returned by the Borrower to Bank
shall upon receipt  thereof  constitute  securities and property held by Bank to
which the  provisions of this  Agreement  shall be applicable  unless  otherwise
provided  herein. 
                                     - 20 -



<PAGE>



        b. From time to time CREF on behalf of the Social  Choice  Account  will
provide Bank with  Authorized  Instructions  regarding the delivery or return of
Loaned Securities.  In this connection,  Bank is authorized and directed, all in
accordance with such instructions to promptly:
            (1) Deliver the Loaned  Securities  to the  Borrower  for the Social
Choice Account,  against receipt by Bank of collateral in respect of such Loaned
Securities  (the  "Collateral"),  in the  form  and  amount  specified  in  such
instructions. Bank shall promptly place the specified Collateral in a Deposit or
Custody  Account and promptly notify CREF on behalf of the Social Choice Account
of such transaction.
            (2) Receive Loaned Securities being returned by Borrower in the form
and amount specified in the Authorized Instructions.  Upon satisfactory delivery
of such Loaned  Securities,  Bank shall debit the defined Collateral from CREF's
Deposit  Account in accordance with such  instructions  and pay or redeliver the
specified  Collateral  to  Borrower  and  promptly  notify CREF on behalf of the
Social Choice Account of such transaction.
            (3) Release to Borrower any excess  Collateral or receive Collateral
from  Borrower  as  specified  in  instructions  issued by CREF on behalf of the
Social Choice Account.  Bank shall promptly transmit the specified Collateral to
be released,  or accept delivery and transmit  Collateral  received to a Deposit
Account, as the case may be, and notify CREF on behalf of the


                                     - 21 -


<PAGE>




Social Choice Account of such transmittal or receipt. Bank shall debit or credit
the defined Collateral from the Deposit Account,  as appropriate. 
        c. Where Bank has received Authorized  Instructions from CREF indicating
that CREF has previously  received  adequate  Collateral  covering  contemplated
loans,  Bank is authorized to deliver Loaned  Securities  "Free of Payment" upon
express direction from CREF with respect to designated Loaned Securities. A list
of authorized  Borrowers who are eligible to receive such Loaned Securities will
be signed by any two Authorized Officers, with the title of Chairman, President,
Executive Vice President and Treasurer, or by any one of these officers together
with  any  CREF  officers  with  the  title of  Senior  Vice  President  or Vice
President, in accordance with paragraph b. of Section 20.
        d. CREF on behalf of the Social  Choice  Account shall also provide Bank
with  written  instructions  regarding  Loaned  Securities  for  which  CREF has
previously  received adequate Collateral and their delivery "Free of Payment" to
designated  Borrowers in  accordance  with  paragraph c. hereof or the return of
Loaned  Securities.  Bank shall be authorized,  in accordance  with such written
instructions, to:
            (1) Deliver the Loaned  Securities,  "Free of Payment" to the listed
Borrower, and
            (2) Receive Loaned Securities specified in our instructions.
       Bank shall promptly advise CREFon behalf of the Social



                                     - 22 -


<PAGE>



Choice  Account of the  completion of any such specified transaction.
        e. Bank  agrees to receive  from the  Borrower  any  income,  dividends,
and/or  distributions  made by the issuer with respect to the Loaned Securities,
and to credit the  Deposit  Account or Custody  Account  when such  amounts  and
properties  are received from the Borrower in accordance  with the provisions of
Section 10.
        f. Bank shall be responsible for the Collateral and Loaned Securities in
its possession and for the handling and servicing of such property in accordance
with written  instructions.  Bank is hereby designated to acquire  possession of
Collateral  on  behalf  of the  Social  Choice  Account  and to act as bailee or
financial  intermediary (as defined in the Uniform  Commercial Code of the State
of New York, as amended the "UCC"), as the case may be, to enable CREF on behalf
of the Social  Choice  Account to perfect and maintain  perfection of a security
interest  in such  Collateral,  pursuant to the  provisions  of the UCC or other
applicable  laws, as amended from time to time. It is understood that Bank shall
not be responsible for obtaining or perfecting  CREF's security  interest in the
Collateral  other  than  in  accordance  with  the  preceding  sentence  and the
instructions  regarding  delivery and receipt,  and shall not be  responsible to
advise CREF of the steps  necessary  to obtain or perfect  such  interest or for
effecting any statutory filing,  unless mutually agreed upon at such time. Under
no circumstances and in no event


                                     - 23 -

<PAGE>


shall Bank have or be charged with any  responsibility  or liability for (i) the
credit  worthiness or continued  credit  worthiness  of any  Borrower,  (ii) the
adequacy or value of any  Collateral in connection  with any loan of securities,
(iii)  the  failure  of  the  Borrower  to  pay  any  income,   dividend  and/or
distribution made by the issuer on the Loaned Securities,  or (iv) any act taken
by it in accordance with the direction of the Social Choice Account,  or omitted
by it in the absence of such direction.
        g. Bank shall report as assets of its Custody Account  property which is
Loaned Securities that have previously been delivered to Borrowers and hence are
not in  Bank's  possession.  Bank  shall  have no  responsibility  or  liability
whatsoever with respect to such Loaned  Securities and shall perform no services
with respect thereto, except as specifically set forth herein.
        h.  Bank  shall  provide  to CREF a Report of Assets  Held  which  shall
include  all  Loaned  Securities  (whether  or not  such  securities  are in the
possession of Borrowers)  designated in such report to indicate that the same is
reported on a memorandum entry basis or on such other basis as shall be mutually
agreed upon.  Bank shall also provide to CREF all information and data specified
in  paragraphs  a., b., c. and f. of Section  15, and such  further  information
concerning  the Loaned  Securities  and  Collateral,  so that CREF may  properly
account for and segregate such  property.  Bank shall furnish CREF with all such
other reports and information as CREF shall reasonably request. Bank


                                     - 24 -

<PAGE>



shall  furnish  CREF  with  all  reports   and  information   pursuant  to  this
Amendment  within a reasonable  time after request therefor.
       13. VOTING AND OTHER ACTION
       No person may vote (other than pursuant to Authorized  Instructions)  any
securities  held by Bank  hereunder.  Bank will  promptly  transmit to CREF,  or
direct to be  transmitted  to CREF,  all notices,  proxies and proxy  soliciting
materials with respect to securities held by it hereunder, which proxies will be
executed by the registered  holder  thereof if registered  otherwise than in the
name of CREF or the Social Choice Account,  but without indicating the manner in
which such proxies are to be voted.
       Bank will promptly transmit to CREF all written  information  (including,
without  limitation,   pendency  of  calls  and  maturities  of  securities  and
expirations of rights in connection  therewith)  received by it from the issuers
of securities of other property held by it hereunder.  With respect to tender or
exchange  offers,  Bank will promptly  transmit to CREF all written  information
received by it from issuers of the  securities or other property whose tender or
exchange  is sought  and from the party (or his  agents)  making  the  tender or
exchange offer.
      14. FEES AND  EXPENSES
Bank will be  compensated  for the services  rendered  under this Agreement  and
reimbursed for out-of-pocket expenses through  arrangements  negotiated  between
CREF on behalf of the Social  Choice  Account and Bank from time to time.


                                     - 25 -

<PAGE>




      15. RECORDS, AFFIDAVITS AND REPORTS
      With  respect to the securities and other property held by Bank hereunder,
Bank agrees:  
            a. To maintain  records  sufficient  to verify  information  CREF is
required to report in Schedule D of the Annual  Statement Blank of the Insurance
Department  of the State of New York  ("Insurance  Department")  as amended from
time to time, which records will consist of a list of such securities  showing a
complete description of each issue, including the number of shares and par value
of securities so held at the end of such month and such other information as may
be  required  by such  report  or any other  report  required  by the  Insurance
Department;
            b. To maintain records regarding transactions and related activities
described in Sections 4, 5, 6, 7, 8, 9, 10, 11 and 12  sufficient  to verify the
accuracy  of regular  monthly  and other  reports  and income  received  on such
securities and other property;
            c. To maintain records sufficient to verify information  relating to
Cash held by Bank,  including  but not  limited to (i) the  purchase  of foreign
currency contracts,  (ii) the maintenance of foreign currency accounts on behalf
of CREF in the  possession  and custody of Bank,  its branches or other entities
located  outside  the United  States,  and (iii) any reports  submitted  to CREF
relating to its Cash;
            d. To create,  maintain and preserve all reports and 

                                     - 26 -


<PAGE>




records  relating to Bank's  activities and obligations  under this Agreement as
provided for in this Section in such manner as will meet the requirements of the
1940 Act,  including Section 31 thereof and Rules 31a-1 and 31a-2 thereunder and
the  Exchange  Act,  including  Section  17  thereof  and Rules  17a-3 and 17a-4
thereunder,  and to file a written  undertaking with the Commission as will meet
the  requirements  of Rule  17a-4(i)  to the effect  that such  records  are the
property  of the Social  Choice  Account and will be  surrendered  to the Social
Choice Account promptly upon request;
        e. To permit  examination  of such books and records as provided  for in
this Section at any time or from time to time during  business hours as provided
for in Section 16 by  representatives  or  designees of the  Commission,  and to
promptly furnish to the Commission or its designees true, correct,  complete and
current hard copy of any or all or any part of such books and records;
        f.  To  furnish  the  Social   Choice   Account  with  the   appropriate
affidavit(s)  in the form of Exhibit A, attached hereto or in such other form as
may be  submitted  to Bank by CREF on behalf of the Social  Choice  Account from
time to time which is acceptable to the Insurance  Department or any other state
or federal  governmental  agency having jurisdiction over CREF, in order for the
securities and other property  referred to in such affidavit(s) to be recognized
as  admitted  assets  of CREF and in order  for CREF to  comply  with any  other
requirements of such


                                     - 27 -

<PAGE>



Department or agencies;
        g. To furnish the Social Choice Account with any report obtained by Bank
on a  Securities  Depository's  or  Foreign  Sub-Custodians  system of  internal
accounting  control;  and to furnish the Social Choice Account with such reports
on Bank's system of internal  accounting control as CREF on behalf of the Social
Choice Account may reasonably require;
        h. To  furnish  all  such  other  reports  and  information  as shall be
reasonably  requested by CREF on behalf of the Social Choice Account relating to
all property held by Bank on the Social Choice  Account's behalf pursuant to the
terms of this Agreement; and
        i.  That  all  such  information,   records,   reports,  and  affidavits
maintained  or held by Bank  pursuant  to this  Section  remain the  property of
Social Choice Account and copies of all such  information will be surrendered to
Social Choice Account within a reasonable time after request therefor.
        j. The specific records,  reports and affidavits  required in a. through
i. above shall be set forth in a separate  document  which may be modified  from
time to time by agreement of the parties to this Agreement.
        16. RECONCILIATION OF STATEMENTS OR ADVICES
        CREF agrees that it will reconcile  statements and advices sent by mail
or electronic media and that all such  statements and advices will be considered
final sixty days from the date of dispatch  unless CREF has notified Bank orally
or in writing


                                     - 28 -


<PAGE>

 regarding any  questions or problems.  
     17.  ACCESS 
        a.  During  the  course  of  Bank's  regular  banking  hours,  any  duly
authorized  officer,  employee  or agent of CREF,  any  independent  accountants
selected by CREF, any member of the Insurance Department, and any representative
or designee of the Commission or other governmental agencies having jurisdiction
over CREF,  shall be entitled to examine,  on Bank's  premises,  securities  and
records of all  securities,  Cash and other property held by Bank, its branches,
or other entities  hereunder and its books and records pertaining to its actions
under this Agreement,  but only upon furnishing Bank with one day notice of such
examination  signed  by a duly  authorized  officer  of CREF.  Bank's  books and
records used in connection with CREF's indirect participation in a depository or
other entities, to the extent that they relate to depository, custodial or other
services  rendered  to CREF by Bank,  pursuant to this  Agreement,  shall at all
times during  Bank's  regular  business  hours to be open to  inspection by duly
authorized  employees  or  agents  of  CREF,  or  governmental  agencies  having
jurisdiction  over CREF, but only upon  furnishing Bank with one day's notice to
that effect as specified in the preceding sentence.
        b. Upon  receiving  a request  from CREF,  Bank agrees that it will take
such steps as are within its power to enable any of the aforementioned officers,
accountants,  employees,  agents and members of CREF, the Insurance  Department,
the


                                     - 29 -

<PAGE>




Commission  or  other governmental  agencies having  jurisdiction over CREF,  to
inspect  and  examine  securities  and   other  property  of  CREF and books and
records  of such  property  not  located  on  Bank's  premises,  which  property
and records are held on CREF's behalf by its branches or other entities pursuant
to this Agreement. 
       18. EXEMPTION FROM INCOME TAX 
            a. CREF is exempt from the payment of United States income tax. Upon
receipt of  documentation  evidencing  CREF's tax exempt status,  Bank is hereby
authorized and empowered as CREF's agent to sign in its name any  certificate of
ownership or other certificate which is or may be required by any regulations of
the Internal Revenue  Service,  the laws of any state, or other authority of the
United States.
            b. To enable Bank properly to execute the  certificate  described in
a. above,  CREF hereby  certifies that CREF is a corporation  duly organized and
existing under the laws of the State of New York,  having its principal place of
business  in the  City  of New  York.  CREF's  Employer  Identification  No.  is
136022042.
      19. AMENDMENTS
      No amendment or change to this  Agreement  shall be  authorized by CREF on
behalf of the Social Choice  Account  without the written  consent  signed by an
officer with the title of either  Chairman or President and any officer with the
title of Executive Vice President or Treasurer and accepted in writing by Bank.

                                     - 30 -

<PAGE>



      20. AUTHORIZATION
            a.  Except as  otherwise  provided  for in this  Agreement,  written
instructions  by CREF  hereunder  shall be signed  by any two of its  Authorized
Officers  specified in a separate  list for this purpose which will be furnished
to Bank from time to time signed by the treasurer or any assistant treasurer and
by the  secretary or any  assistant  secretary as certified  under the corporate
seal  of  CREF.  Such   instructions  are  referred  to  herein  as  "Authorized
Instructions".  Upon receipt of written  instructions  pursuant to paragraph b.,
below  accompanied  by a detailed  description  of  procedures  approved by such
instructions,   Authorized  Instructions  may  include  communications  effected
directly between electro-mechanical or electronic devices provided that CREF and
Bank are satisfied  that such  procedures  afford  adequate  safeguards  for the
Social Choice Account's assets.
            b. Where expressly provided for in Section 12.c. and 20.a. herein or
in  connection  with the  delivery  of  securities  or other  property  "Free of
Payment," written  instructions  shall be acted upon only if received in writing
manually signed by any two of such Authorized  Officers with the title Chairman,
President,  Executive  Vice  President,  or  Treasurer,  or by any one of  those
officers  together with any CREF officer with the title Senior Vice President or
Vice President.
            c. Bank shall not be liable for any action  taken in good faith upon
Authorized Instructions or upon written


                                     - 31 -

<PAGE>



instructions pursuant to b., above,  and may rely on such  documents that it  in
good faith believes to be validly executed. 
      21. APPOINTMENT OF AGENTS
       The Bank may at any time or times in its  discretion  appoint (and may at
any time remove) any other bank or trust company which is itself qualified under
the 1940 Act, as amended, to act as a custodian,  as its agent to carry out such
of the  provisions  of this  Agreement as the Bank may from time to time direct;
provided,  however, that the appointment of any agent shall not relieve the Bank
of its responsibilities or liabilities hereunder.
      22. NOTICES 
            a.  Official  receipts  and  advices  of all types  relating  to the
securities,  cash or other  property held by Bank  hereunder will be prepared by
Bank, in duplicate,  and forwarded to the particular divisions of CREF on behalf
of the Social Choice Account indicated in a separate listing which the treasurer
will furnish to Bank from time to time.
            b. Written notices hereunder shall be hand-delivered or mailed first
class,  addressed, if to Bank, at 60 Wall Street New York, New York 10015, or if
to CREF, at 730 Third Avenue,  New York, New York 10017,  Attention:  Treasurer.
Written notice of (i) termination of this Agreement,  (ii) termination of Bank's
participation in DTC or any other securities depository, (iii) changes in Bank's
designation  of any of its branches or  Sub-Custodians  having custody of any of
the Social Choice Account's


                                     - 32 -


<PAGE>



assets under this Agreement, or (iv) changes in Bank's insurance coverage, shall
be sent by hand or by first-class mail; provided,  however, that any such notice
pursuant hereto shall not constitute  approval by CREF of any such  termination,
change or designation nor shall such notice relieve Bank of its responsibilities
hereunder. 
           c. Any notice so addressed, hand delivered and mailed shall be deemed
to be given on whichever of the following dates shall first occur:  (i) the date
of actual receipt thereof, (ii) the fifth day next following the date mailed, or
(iii) if the  substance  thereof is  communicated  by hand delivery or certified
mail,  the date so delivered  or mailed.  
      22.  TERMINATION  OR  ASSIGNMENT
       This  Agreement  may be terminated by either party on sixty days' written
notice sent by certified mail.  Upon any termination of this Agreement,  pending
appointment  of a  successor  to Bank or a vote of the  participants  of CREF to
dissolve or to function  without a custodian  of its cash,  securities  or other
property,  Bank shall  deliver Cash,  securities or other  property to a bank or
trust company  selected by CREF on behalf of the Social Choice Account having an
aggregate capital, surplus and undivided profits, as shown by its last published
report of not less than five hundred thousand dollars  ($500,000) as a custodian
for CREF to be held under terms  similar to those of this  Agreement;  provided,
however,  that Bank shall not be required  to make any such  delivery or payment
until full payment shall have


                                     - 33 -


<PAGE>



been made by CREF on behalf of the  Social  Choice  Account  of all  liabilities
constituting  a charge on or against the  properties  then held by Bank or on or
against  it,  and until full  payment  shall have been made to Bank of all fees,
compensation,  costs and  expenses,  subject to the  provisions of Section 14 of
this Agreement.
       This  Agreement  may not be assigned by Bank without the consent of CREF,
authorized or approved by a resolution of CREF's trustees.
       23. EFFECT OF HEADINGS
       The Section headings herein are for convenience only and shall not affect
the construction thereof.
       24. GOVERNING LAW
       This Agreement  shall be governed by and construed in accordance with the
law of the State of New York.


                                     - 34 -
<PAGE>





                                    COLLEGE RETIREMENT EQUITIES FUND
                                    ON BEHALF OF SOCIAL CHOICE MARKET
                                    ACCOUNT



                                    BY:__________________________________
                                                      Thomas W. Jones
                                                      President



                                    BY:__________________________________
                                             Richard J. Adamski
                                             Vice President and
                                             Treasurer


                                    MORGAN GUARANTY TRUST COMPANY OF
                                    NEW YORK



                                    BY:__________________________________




                                    BY:__________________________________






                                     - 35 -


           PRINCIPAL UNDERWRITING AND ADMINISTRATIVE SERVICE AGREEMENT

                  The  Agreement  made this 17th day of December,  1991,  by and
between the COLLEGE  RETIREMENT  EQUITIES FUND  ("CREF"),  a New York  nonprofit
membership corporation,  and TIAA-CREF INDIVIDUAL & INSTITUTIONAL SERVICES, INC.
("Services"), a Delaware nonprofit corporation;

                                   WITNESSETH:
                  WHEREAS, CREF is a nonprofit corporation which issues variable
annuity certificates (the "Certificates")  designed for use under retirement and
tax-deferred  annuity plans adopted by nonproprietary and nonprofit education or
research  institutions that are tax exempt or which are publicly supported,  and
to be used by  employees  and  beneficiaries  of  nonproprietary  and  nonprofit
education  or research  institutions  that are tax exempt or which are  publicly
supported for tax-favored retirement savings arrangements; and

                  WHEREAS,  CREF  is  registered  as  an  open-end  distribution
investment  company under the Investment  Company Act of 1940 ("1940 Act"),  and
currently  consists of four investment  portfolios (the  "Accounts"):  the Stock
Account,  the Money  Market  Account,  the Bond Market  Account,  and the Social
Choice  Account,  and may consist of  additional  investment  portfolios  in the
future; and

                  WHEREAS,  Services is registered as a broker-dealer  under the
Securities Exchange Act of 1934 (the "1934 Act") and 

                                       -1-


<PAGE>



will become a member of the National Association of Securities Dealers, Inc.(the
"NASD"); and

                  WHEREAS,  CREF  has  registered  the  Certificates  under  the
Securities  Act of 1933  (the  "1933  Act") and  proposes  to issue and sell the
Certificates through Services,  which shall act as principal  underwriter of the
Certificates.

                  NOW,  THEREFORE,  in  consideration  of the  mutual  covenants
herein contained, it is agreed as follows:

                  1.       DISTRIBUTION SERVICES

                           (a)      CREF grants to Services the exclusive right,
during the term of this Agreement,  subject to the requirements of the 1933 Act,
the 1940 Act, the 1934 Act, and the provisions of the Charter,  Constitution and
By-Laws of CREF, to be the principal  underwriter of the Certificates.  Pursuant
to this  Agreement,  Services is  authorized  to act on behalf of CREF and enter
into arrangements in connection with the distribution of CREF's Certificates and
the  administration  of  CREF.  Services  agrees  to use  its  best  efforts  to
distribute the Certificates,  to advise existing participants in connection with
their CREF  accumulations,  and to provide assistance in designing,  installing,
and providing  administrative  services for retirement  plans for  participating
institutions and participants.

                           (b)      To  the  extent   necessary   to  offer  the
Certificates, Services shall be duly registered or otherwise qualified under the
securities laws of any state or other jurisdiction. The sales representatives of
Services shall be duly and

                                       -2-


<PAGE>



appropriately  licensed,  registered  or  otherwise  qualified  for  the sale of
such  Certificates  under the federal  securities  laws,  any  applicable  state
insurance laws and securities laws of each state or other  jurisdiction in which
such  Certificates  may  lawfully  be sold and in which  Services is licensed or
otherwise authorized to sell the Certificates. Services shall be responsible for
the training,  supervision and control of its registered representatives for the
purposes of the NASD Rules of Fair Practice and federal and state securities law
requirements  applicable  in  connection  with  the  offering  and  sale  of the
Certificates.  In this  connection,  Services shall retain  written  supervisory
procedures in compliance with Section 27 of the NASD Rules of Fair Practice.

                           (c)     Services agrees to offer the Certificates for
sale in accordance with the prospectuses  therefor filed with the Securities and
Exchange Commission (the "Commission") then in effect.

                           (d)     No payments made under the Certificates shall
be paid or remitted to Services.

                  2.       BOOKS AND RECORDS

                           (a)    CREF and Services shall cause to be maintained
and preserved all required books of account and related financial records as are
required  by the  1934  Act,  the  NASD,  and  any  other  applicable  laws  and
regulations.  All such books of account  and  records  shall be  maintained  and
preserved  pursuant  to  Rules  17a-3  and  17a-4  under  the  1934  Act (or the
correspondent  provisions of any future federal securities laws or regulations).
All such 


                                       -3-


<PAGE>



books and  records relating to the underwriting, sales, and distribution  of the
Certificates shall be the property of Services for all purposes.

                           (b)      Services shall have the responsibility for
maintaining  the  records  of sales  representatives  licensed,  registered  and
otherwise qualified to sell the Certificates.

                  3.       REPORTS

                  Services shall cause CREF to be furnished with such reports as
CREF may  reasonably  request  for the  purpose of  meeting  its  reporting  and
recordkeeping requirements under the insurance laws of the State of new York and
any other applicable states or jurisdictions.

                  4.       ADMINISTRATIVE SERVICES

                  Subject to the supervision, direction and control of the Board
of  Trustees  of  CREF   ("Trustees"),   and  the  provisions  of  the  Charter,
Constitution,  and  By-Laws of CREF,  Services  will,  directly  or through  its
agents, perform all administrative  services in connection with the operation of
CREF, other than such services as are provided in connection with the management
of CREF's assets.  These services include allocating premiums and making annuity
payments as they become due and related functions.

                  Nothing in this Section shall be construed to restrict  CREF's
ability,  at its own  expense,  to hire its own  employees  or to  contract  for
services to be performed by third parties.

                                       -4-


<PAGE>




                  5.       REIMBURSEMENTS
                  Services shall be  responsible  for all expenses in connection
with furnishing  distribution  and  administrative  services to CREF. CREF shall
reimburse Services for the cost of such services and the amount of such expenses
through daily payments (as described  below) based on an annual rate agreed upon
from time to time between CREF and Services reflecting  estimates of the cost of
such  services and expenses  with the objective of keeping the payments as close
as possible to actual expenses.  As soon as is practicable after the end of each
quarter   (usually  within  30  days),  the  amount  necessary  to  correct  any
differences  between the  payments and the expenses  actually  incurred  will be
determined. This amount will be paid by or credited to Services, as the case may
be, in equal daily installments over the remaining days in the quarter.

                        (a)      For the services rendered and expenses incurred
in connection with  distribution of the  Certificates  as provided  herein,  the
amount currently  payable from the net assets of each Account each Valuation Day
for each Calendar Day of the Valuation  Period ending on that Valuation Day will
be  .0000822%  (corresponding  to an annual  rate of 0.03% of average  daily net
assets).

                        (b)      For the services rendered and expenses incurred
in connection  with  administration  as provided  herein,  the amount  currently
payable from the net assets of each Account each Valuation Day for each Calendar
Day of the Valuation Period

                                       -5-


<PAGE>



ending on that Valuation Day will  be .0006027% (corresponding to an annual rate
of 0.22% of average daily net assets).

                  For purposes of this  Agreement,  "Valuation  Day,"  "Calendar
Day," and  "Valuation  Period"  shall  each be defined  as  specified  in CREF's
current Registration Statements.

                  6.       REGULATION

                           (a)      This  Agreement  shall  be  subject  to  the
provisions of the 1940 Act, the 1934 Act and the rules,  regulations  and ruling
thereunder,  and of the NASD,  as in effect  from time to time,  including  such
exemptions and other relief as the Commission, its staff, or the NASD may grant,
and the terms hereof shall be interpreted and construed in accordance therewith.
Without limiting the generality of the foregoing,  the term "assigned" shall not
include any transactions exempted from Section 15(b)(2) of the 1940 Act.

                           (b)      Services shall submit to all  regulatory and
administrative bodies having jurisdiction over the present and future operations
of CREF or the Accounts,  any  information,  reports or other material which any
such body by  reason of this  Agreement  may  request  or  require  pursuant  to
applicable  laws  or  regulations.   Without  limiting  the  generality  of  the
foregoing,  Services  shall furnish the SEC, the State of New York  Secretary of
State and/or the  Superintendent  of Insurance  with any  information or reports
which the SEC, the Secretary of State and/or the Superintendent of Insurance may
request in order to ascertain


                                       -6-


<PAGE>



whether the operations of CREF are being  conducted in a manner  consistent with
any other  applicable laws or regulations.

                        (c)      Services shall for all purposes herein provided
be deemed to be an independent  contractor and shall, unless otherwise expressly
provided or authorized herein, have no authority to act for or represent CREF in
any way or otherwise be deemed an agent for CREF.

                  7.       INVESTIGATION AND PROCEEDINGS

                        (a)      CREF  and  Services agree to cooperate fully in
any insurance or securities  regulatory  inspection,  inquiry,  investigation or
proceeding  or any judicial  proceeding  with respect to CREF,  Services,  their
affiliates  and  their  representatives  to the  extent  that  such  inspection,
inquiry,  investigation  or proceeding is in  connection  with the  Certificates
distributed under this Agreement.

                           (b)     In the case of a customer complaint, Services
and CREF will  cooperate in  investigating  such complaint and shall arrive at a
mutually satisfactory response.

                  8.       LIMITATION OF LIABILITY

                  Services  shall not be liable  for any  error of  judgment  or
mistake of law, or for any loss suffered by CREF in connection  with the matters
to which this Agreement relates, except loss resulting from willful misfeasance,
bad faith or gross  negligence on the part of Services in the performance of its
obligations and duties or by reason of its reckless disregard of its obligations
and duties under this Agreement. CREF shall not be liable for

                                       -7-


<PAGE>



any error of judgment or mistake of law, or for any loss suffered by Services in
connection  with the  matters  to which  this  Agreement  relates,  except  loss
resulting from willful misfeasance, bad faith or gross negligence on the part of
CREF in the  performance  of its  obligations  and  duties  or by  reason of its
reckless  disregard of its obligations  and duties under this  Agreement.  It is
understood that trustees, officers, agents and members of CREF are or may become
interested in Services as trustees, officers, agents, members, or otherwise, and
that the  trustees,  officers,  agents,  and  members  of  Services  may  become
similarly  interested in CREF;  and that the existence of any such dual interest
shall not affect the  validity of this  Agreement or any  transaction  hereunder
except  as  provided  in the  Charter,  Constitution,  or  By-Laws  of CREF  and
Services, respectively, or by the specific provisions of applicable law.

                  9.       BENEFIT

                  This  Agreement  shall  inure to the benefit of and be binding
upon the successors of the parties hereto.

                  10.      NOTICES

                  All notices and other  communications  provided for  hereunder
shall be in  writing  and  shall be  delivered  by hand or mailed  first  class,
postage prepaid, addressed as follows:

                           (a)      If to CREF -

                                    College Retirement Equities Fund
                                    730 Third Avenue
                                    New York, New York 10017
                                    Attention: Clifton R. Wharton, Jr.

                                       -8-


<PAGE>



                           (b)      If to Services -

                                    TIAA-CREf Individual & Institutional
                                      Services, Inc.
                                    730 Third Avenue
                                    New York, New York 10017
                                    Attention: John J. McCormack

or to such other address as CREF or Services  shall  designate by written notice
to the other.

                  11.  EFFECTIVE DATE AND TERM

                  This Agreement shall not become  effective unless and until it
is approved  by the  Trustees,  including  a majority  of  Trustees  who are not
parties to this  Agreement or  "interested  persons" (as that term is defined in
the 1940 Act) of any such party to this Agreement.  This Agreement shall come in
full force and effect on a date mutually  agreed upon by the parties,  but in no
event  earlier  than  the  date  all  regulatory  approvals  necessary  for  the
externalization  of CREF's  distribution and  administrative  services have been
obtained.  Thereafter, this Agreement shall continue in effect for a period more
than two  years  from  the date of its  execution,  only if its  continuance  is
approved  annually  by the  vote  of a  majority  of the  Trustees  who  are not
"interested  persons  (as that term is  defined in the 1940 Act) of any party to
this Agreement,  cast in person at a meeting called for the purpose of voting on
such approval.

                  This Agreement may be terminated:

                  (a)      by the Trustees,  without the payment of any penalty,
                  upon 60 days' written notice to Services;

                                       -9-


<PAGE>



                  (b) by Services,  without the payment of any penalty,  upon 60
                  days'  written  notice to the  Trustees;  and 

                  (c) at any  time,  upon  the  mutual  consent  of the  parties
                  thereto.  This Agreement shall terminate  automatically in the
                  event  of its  assignment.  

                  This Agreement may be amended,  changed, waived, or discharged
as mutually  agreed upon in writing by the parties from time to time;  provided,
however,  that any  amendment of this  Agreement  shall not be  effective  until
approved by a majority of the Trustees, including a majority of Trustees who are
not parties to this Agreement or  "interested  persons" (as that term is defined
in the 1940 Act) of any such party to this Agreement.

                  Upon termination of this Agreement, all authorizations, rights
and  obligations  shall  cease  except  (i) the  obligation  to settle  accounts
hereunder, and (ii) the agreements contained in Section 7 hereof.

                  12.      SEVERABILITY
                  If any  provision  of  this  Agreement  shall  be held or made
invalid by a court decision,  statute,  rule or otherwise,  the remainder of the
Agreement shall not be affected thereby.

                  13.      APPLICABLE LAW
                  This  Agreement  shall be construed and enforced in accordance
with and governed by the laws of the State of New York.

                                      -10-


<PAGE>




                  14.      COUNTERPARTS
                  This Agreement may be executed in any number of  counterparts,
each of which shall be deemed an  original  and all of which shall be deemed one
instrument.

                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Agreement to be duly executed as of the day and year first above written.

                                            COLLEGE RETIREMENT EQUITIES FUND

(seal)
Attest:

______________________                      By:_____________________________
Title:                                               Title:

                                            TIAA-CREF INDIVIDUAL & INSTITUTIONAL
                                            SERVICES, INC.

(seal)
Attest:

______________________                      By:______________________________
Title:                                               Title:

                                      -11-


<PAGE>





                                    ADDENDUM

                  Pursuant to Paragraph  11 of the  Principal  Underwriting  and
Administrative  Services  Agreement (the  "Agreement") by and between  TIAA-CREF
Individual & Institutional  Services,  Inc. and the College Retirement  Equities
Fund, dated December 17, 1991, the parties to the Agreement  mutually agree that
the Agreement shall come into full force and effect on January 1, 1992.

                  IN WITNESS WHEREOF,  the College Retirement  Equities Fund and
TIAA-CREF Individual & Institutional Services, Inc. have caused this Addendum to
the  Agreement to be executed in their names and on their behalf and under their
trust and corporate seals by and through their duly  authorized  officers on the
day and year first above written.

                                        COLLEGE RETIREMENT EQUITIES FUND

(seal)

Attest:

_______________________                 By:______________________________
Title:                                           Title:

                                        TIAA-CREF INDIVIDUAL & INSTITUTIONAL
                                        SERVICES, INC.

(seal)

Attest:

______________________                  By:_______________________________
Title:                                           Title:



<PAGE>




                   AMENDMENT TO THE PRINCIPAL UNDERWRITING AND
                        ADMINISTRATIVE SERVICES AGREEMENT

         Pursuant  to   Paragraph   11  of  the   Principal   Underwriting   and
Administrative  Services  Agreement (the  "Agreement") by and between  TIAA-CREF
Individual & Institutional Services,Inc. ("Services") and the College Retirement
Equities Fund ("CREF"),  dated December 17, 1991, and resolution of the majority
of Trustees of CREF, including a majority of Trustees who are not parties to the
Agreement or  "interested  persons"  (as that term is defined in the  Investment
Company  Act of 1940) of any such  party to the  Agreement,  the  parties to the
Agreement mutually agree that the Agreement shall be amended as set forth below,
effective  concurrent with the  effectiveness  of the  post-effective  amendment
which is the  1992  annual  update  to the  Registration  Statement  for  CREF's
variable annuity certificates, except as otherwise noted below:

         1.       The second "Whereas" clause is amended to read as
follows:

         WHEREAS,  CREF  is  registered  as an  open-end  management  investment
company under the  Investment  Company Act of 1940 ("1940  Act"),  and currently
consists of five investment portfolios (the "Accounts"):  the Stock Account, the
Money Market Account,  the Bond Market Account,  the Social Choice Account,  and
the Global Equities Account, and may consist of additional  investment portfolio
in the future; and

         2. Paragraph 5 of the Agreement is amended to read as follows:

         5.       REIMBURSEMENT

         Services  shall be  responsible  for all  expenses in  connection  with
furnishing   distribution  and  administrative  services  to  CREF.  CREF  shall
reimburse Services for the cost of such services and the amount of such expenses
through daily payments (as described below) based on the expense deduction rates
and  other  charges  agreed  upon from time to time  between  CREF and  Services
reflecting  estimates  of the  cost of  such  services  and  expenses  with  the
objective  of keeping the payments as close as possible to actual  expenses.  As
soon as is practicable  after the end of such quarter  (usually within 30 days),
the amount  necessary  to correct any  differences  between the payments and the
expenses  actually  incurred will be determined.  This amount will be paid by or
credited to Services,  as the case may be, in equal daily  installments over the
remaining days in the quarter.

                  (a)      For the services rendered  and  expenses incurred  in
connection with distribution of the Certificates as provided herein,  the amount
currently  payable from the net assets of each Account  other  than  the  Global
Equities  Account  (and,  effective  July 1,  1992,  the amount payable from the
net assets of the Global  Equities Account) each Valuation Day for each Calendar
Day of the Valuation Period ending on that Valuation Day will be .0000822%




<PAGE>




(corresponding  to an annual  rate of 0.03% of average  daily net assets).

                  (b)  For  the  services  rendered  and  expenses  incurred  in
connection with administration as provided herein:

                           (i)      the amount currently payable from the net
assets of each Account other than the Global  Equities  Account (and,  effective
July 1, 1992,  the  amount  payable  from the net assets of the Global  Equities
Account) each Valuation Day for each Calendar Day of the Valuation Period ending
on that  Valuation  Day will be  .0005205%  (corresponding  to an annual rate of
0.19% of average daily net assets); and

                      (ii)          effective  January  1,  1993,   or  as  soon
thereafter as practical, the amount payable from the net assets of CREF shall be
$15.00 in the aggregate for each external  transfer made under a Certificate  in
excess of four external transfers under such Certificate during a calendar year.
This $15.00  deduction  shall be allocated  equally  among all the CREF Accounts
from which amounts were transferred.

         For purposes of this  Agreement,  "Valuation  Day," "Calendar Day," and
"Valuation Period" shall be defined as specified in CREF's current  Registration
Statements.

         IN WITNESS WHEREOF, CREF and Services have caused this Amendment to the
Agreement  to be  executed  in their  names and on their  behalf and under their
trust  and  corporate  seals  by and  through  their  duly  authorized  officers
effective as provided above.

                                         COLLEGE RETIREMENT EQUITIES FUND

(seal)
Attest:

_______________________                  By:______________________________
                                         Title:

                                         TIAA-CREF INDIVIDUAL & INSTITUTIONAL
                                         SERVICES, INC.

(seal)
Attest:

______________________                   By:_______________________________
                                         Title:

                                       -2-



<PAGE>




                   AMENDMENT TO THE PRINCIPAL UNDERWRITING AND
                        ADMINISTRATIVE SERVICES AGREEMENT

                  Pursuant to Paragraph  11 of the  Principal  Underwriting  and
Administrative  Services  Agreement (the  "Agreement") by and between  TIAA-CREF
Individual & Institutional Services,Inc. ("Services") and the College Retirement
Equities Fund  ("CREF"),  dated  December 17, 1991, as thereafter  amended,  and
pursuant  to  resolution  of a majority  of the  Trustees  of CREF,  including a
majority  of  Trustees  who are not  parties  to the  Agreement  or  "interested
persons" (as that term is defined in the Investment  Company Act of 1940) of any
such party to the  Agreement,  the parties to the Agreement  mutually agree that
the Agreement shall be amended as set forth below, effective concurrent with the
effectiveness of the post-effective amendment which is the 1993 annual update to
the Registration  Statement for CREF's variable annuity certificates,  except as
otherwise noted below:

         1.        Paragraph 5 of the Agreement is amended to read as follows:

         5.       REIMBURSEMENT

                  Services shall be  responsible  for all expenses in connection
with furnishing  distribution  and  administrative  services to CREF. CREF shall
reimburse Services for the cost of such services and the amount of such expenses
through daily payments (as described below) based on the expense deduction rates
and  other  charges  agreed  upon from time to time  between  CREF and  Services
reflecting  estimates  of the  cost of  such  services  and  expenses  with  the
objective  of keeping the payments as close as possible to actual  expenses.  As
soon as is practicable  after the end of such quarter  (usually within 30 days),
the amount  necessary  to correct any  differences  between the payments and the
expenses  actually  incurred will be determined.  This amount will be paid by or
credited to Services,  as the case may be, in equal daily  installments over the
remaining days in the quarter.

                  (a)  For  the  services  rendered  and  expenses  incurred  in
connection with distribution of the Certificates as provided herein,  the amount
currently  payable from the net assets of each Account  each  Valuation  Day for
each Calendar Day of the Valuation  Period ending on that  Valuation Day will be
 .0000822%  (corresponding  to an  annual  rate of 0.03%  of  average  daily  net
assets).

                  (b)  For  the  services  rendered  and  expenses  incurred  in
connection with  administration  as provided herein the amount currently payable
from the net assets of each Account each  Valuation Day for each Calendar Day of
the  Valuation   Period   ending  on  that   Valuation  Day  will  be  .0005479%
(corresponding to an annual rate of 0.20% of average daily net assets).


<PAGE>



                  For purposes of this  Agreement,  "Valuation  Day,"  "Calendar
Day," and  "Valuation  Period"  shall be defined as specified in CREF's  current
Registration Statements.

                  IN  WITNESS  WHEREOF,  CREF  and  Services  have  caused  this
Amendment to the Agreement to be executed in their names and on their behalf and
under  their trust and  corporate  seals by and  through  their duly  authorized
officers effective as provided above.

                                        COLLEGE RETIREMENT EQUITIES FUND

(seal)
Attest:

_______________________                 By:______________________________
                                        Title:

                                        TIAA-CREF INDIVIDUAL & INSTITUTIONAL
                                        SERVICES, INC.

(seal)
Attest:

______________________                  By:_______________________________
                                        Title:

                                       -2-

<PAGE>


                   AMENDMENT TO THE PRINCIPAL UNDERWRITING AND
                        ADMINISTRATIVE SERVICES AGREEMENT

                  Pursuant to Paragraph  11 of the  Principal  Underwriting  and
Administrative  Services  Agreement (the  "Agreement") by and between  TIAA-CREF
Individual & Institutional Services,Inc. ("Services") and the College Retirement
Equities Fund  ("CREF"),  dated  December 17, 1991, as thereafter  amended,  and
pursuant  to  resolution  of a majority  of the  Trustees  of CREF,  including a
majority  of  Trustees  who are not  parties  to the  Agreement  or  "interested
persons" (as that term is defined in the Investment  Company Act of 1940) of any
such party to the Agreement and have no direct or indirect financial interest in
the operation of CREF's distribution  financing  arrangement  ("Plan") or in any
agreements related to the Plan, the parties to the Agreement mutually agree that
the Agreement shall be amended as set forth below,  and approve the Agreement as
so amended,  effective,  except as otherwise noted below, upon execution of this
amendment by each party to the Agreement.

                  1.       The second "Whereas" clause is  amended  to  read  as
follows:

                  WHEREAS,   CREF  is  registered  as  an  open-end   management
investment  company under the Investment  Company Act of 1940 ("1940 Act"),  and
currently  consists of seven investment  portfolios (the "Accounts"):  the Stock
Account,  the Money Market Account,  the Bond Market Account,  the Social Choice
Account,  the Equity  Index  Account and the Global  Equities  Account,  and may
consist of additional investment portfolio in the future; and

                  2.       Paragraph 3 of  the  Agreement  is amended to read as
follows:

                  3.       REPORTS

                           Services  shall cause CREF to be furnished  with such
                  reports  as CREF may  reasonably  request  for the  purpose of
                  meeting its reporting and recordkeeping requirements under the
                  insurance  laws  of  the  State  of new  York  and  any  other
                  applicable states or jurisdictions and under the provisions of
                  the 1933  Act,  the  1934  Act and the 1940 Act and the  rules
                  thereunder.

                  3.       Paragraph 11 of the Agreement is amended to read as
follows:



<PAGE>



                  11.      EFFECTIVE DATE AND TERM

                  This Agreement shall not become  effective unless and until it
is approved  by the  Trustees,  including  a majority  of  Trustees  who are not
parties to this  Agreement or  "interested  persons" (as that term is defined in
the 1940 Act) of any such party to this Agreement.  This Agreement shall come in
full force and effect on a date mutually  agreed upon by the parties,  but in no
event  earlier  than  the  date  all  regulatory  approvals  necessary  for  the
externalization  of CREF's  distribution and  administrative  services have been
obtained.  Thereafter, this Agreement shall continue in effect for a period more
than two  years  from  the date of its  execution,  only if its  continuance  is
approved  annually  by the  vote  of a  majority  of the  Trustees  who  are not
"interested  persons  (as that term is defined in the 1940 Act) of CREF and have
no direct or indirect  financial interest in the operation of the Plan or in any
agreements  related  to the Plan,  cast in person  at a meeting  called  for the
purpose of voting on such approval.

                  This Agreement may be terminated:

                  (a)      by the Trustees, without the payment of any penalty,
                  upon 60 days' written notice to Services;

                  (b) by Services,  without the payment of any penalty,  upon 60
                  days' written notice to the Trustees;

                  (c) at any time,  without the payment of any  penalty,  by the
                  vote of a majority  of the  Trustees  who are not  "interested
                  Persons" (as that term is defined in the 1940 Act) of CREF and
                  have no direct or indirect financial interest in the operation
                  of the  Plan or in any  agreements  related  to the Plan or by
                  vote of a majority of the  outstanding  voting  securities  of
                  CREF on not more  than 60 days'  written  notice  to the other
                  party to the Agreement; and

                  (d) at any  time,  upon  the  mutual  consent  of the  parties
                  thereto.

                  This Agreement shall terminate  automatically  in the event of
its assignment. This Agreement may be amended, changed, waived, or discharged as
mutually  agreed  upon in writing by the  parties  from time to time;  provided,
however,  that any  amendment of this  Agreement  shall not be  effective  until
approved by a majority of the Trustees, including a majority of Trustees who are
not parties to this Agreement or  "interested  persons" (as 

                                       -2-


<PAGE>


that term is defined in the 1940 Act) of any such party to this Agreement.

                  Upon termination of this Agreement, all authorizations, rights
and  obligations  shall  cease  except  (i) the  obligation  to settle  accounts
hereunder, and (ii) the agreements contained in Section 7 hereof.

                  4.  Effective   concurrent  with  the   effectiveness  of  the
post-effective  amendment  which is the 1994 annual  update to the  Registration
Statement for CREF's variable annuity certificates, Paragraph 5 of the Agreement
is amended to read as follows:

                  5.       REIMBURSEMENT

                  Services shall be  responsible  for all expenses in connection
with furnishing  distribution  and  administrative  services to CREF. CREF shall
reimburse Services for the cost of such services and the amount of such expenses
through daily payments (as described below) based on the expense deduction rates
and  other  charges  agreed  upon from time to time  between  CREF and  Services
reflecting  estimates  of the  cost of  such  services  and  expenses  with  the
objective  of keeping the payments as close as possible to actual  expenses.  As
soon as is practicable  after the end of each quarter  (usually within 30 days),
the amount  necessary  to correct any  differences  between the payments and the
expenses  actually  incurred will be determined.  This amount will be paid by or
credited to Services,  as the case may be, in equal daily  installments over the
remaining days in the quarter.

                        (a)      For the services rendered and expenses incurred
in connection with  distribution of the  Certificates  as provided  herein,  the
amount  currently  payable from the net assets of each Account  (and,  effective
July 1, 1994, the amount payable from the net assets of the Equity Index Account
and the  Growth  Account)  each  Valuation  Day  for  each  Calendar  Day of the
Valuation Period ending on that Valuation Day will be 0.0000822%  (corresponding
to an annual rate of 0.03% of average daily net assets).

                      (b)      For  the  services rendered and expenses incurred
in connection  with  administration  as provided  herein,  the amount  currently
payable from the net assets of each Account (and,  effective  July 1, 1994,  the
amount  payable from the net assets of the Equity  Index  Account and the Growth
Account) each Valuation Day for each Calendar Day of the Valuation Period 


                                     - 3 -

<PAGE>




ending on that Valuation Day will be 0.0005205% (corresponding to an annual rate
of 0.19% of average daily net assets).

                  For purposes of this  Agreement,  "Valuation  Day,"  "Calendar
Day," and  "Valuation  Period"  shall be defined as specified in CREF's  current
Registration Statements.

                  IN  WITNESS  WHEREOF,  CREF  and  Services  have  caused  this
Amendment to the Agreement to be executed in their names and on their behalf and
under their trust and  corporate seals as of this 15th day of March, 1994 by and
through their duly authorized  officers effective as provided above.

                                            COLLEGE RETIREMENT EQUITIES FUND

(seal)
Attest:

_______________________                     By:______________________________
                                            Title:

                                            TIAA-CREF INDIVIDUAL & INSTITUTIONAL
                                            SERVICES, INC.

(seal)
Attest:

______________________                      By:_______________________________
                                            Title:

                                       -4-

<PAGE>


                   AMENDMENT TO THE PRINCIPAL UNDERWRITING AND
                        ADMINISTRATIVE SERVICES AGREEMENT

                  Pursuant to Paragraph  11 of the  Principal  Underwriting  and
Administrative  Services  Agreement (the  "Agreement") by and between  TIAA-CREF
Individual & Institutional Services,Inc. ("Services") and the College Retirement
Equities Fund  ("CREF"),  dated  December 17, 1991, as thereafter  amended,  and
pursuant  to  resolution  of a majority  of the  Trustees  of CREF,  including a
majority  of  Trustees  who are not  parties  to the  Agreement  or  "interested
persons" (as that term is defined in the Investment  Company Act of 1940) of any
such party to the Agreement and have no direct or indirect financial interest in
the operation of CREF's distribution  financing  arrangement  ("Plan") or in any
agreements related to the Plan, the parties to the Agreement mutually agree that
the Agreement shall be amended as set forth below,  and approve the Agreement as
so amended,  effective,  except as otherwise noted below, upon execution of this
amendment by each party to the Agreement.

                  1.       REIMBURSEMENT

                  Services shall be  responsible  for all expenses in connection
with furnishing  distribution  and  administrative  services to CREF. CREF shall
reimburse Services for the cost of such services and the amount of such expenses
through daily payments (as described below) based on the expense deduction rates
and  other  charges  agreed  upon from time to time  between  CREF and  Services
reflecting  estimates  of the  cost of  such  services  and  expenses  with  the
objective  of keeping the payments as close as possible to actual  expenses.  As
soon as is practicable  after the end of such quarter  (usually within 30 days),
the amount  necessary  to correct any  differences  between the payments and the
expenses  actually  incurred will be determined.  This amount will be paid by or
credited to Services,  as the case may be, in equal daily  installments over the
remaining days in the quarter.

                  (a)  For  the  services  rendered  and  expenses  incurred  in
connection with distribution of the Certificates as provided herein,  the amount
currently  payable from the net assets of each Account  each  Valuation  Day for
each Calendar Day of the Valuation  Period ending on that  Valuation Day will be
0.0000822%  (corresponding  to an  annual  rate of 0.03% of  average  daily  net
assets).


<PAGE>




                  (b)  For  the  services  rendered  and  expenses  incurred  in
connection with  administration  as provided herein the amount currently payable
from the net assets of each Account each  Valuation Day for each Calendar Day of
the  Valuation  Period  ending  on  that  Valuation  Day   will   be  0.0005479%
(corresponding  to an annual rate of 0.20% of average daily net assets).

                  For purposes of this  Agreement,  "Valuation  Day,"  "Calendar
Day," and  "Valuation  Period"  shall be defined as specified in CREF's  current
Registration Statements.

                  IN  WITNESS  WHEREOF,  CREF  and  Services  have  caused  this
Amendment to the Agreement to be executed in their names and on their behalf and
under their trust and corporate seals as of this 16th day of April,  1996 by and
through their duly authorized officers effective as provided above.

                                                COLLEGE RETIREMENT EQUITIES FUND

(seal)
Attest:

_______________________                     By:______________________________
                                            Title:

                                            TIAA-CREF INDIVIDUAL & INSTITUTIONAL
                                            SERVICES, INC.

(seal)
Attest:

______________________                      By:_______________________________
                                            Title:

<PAGE>



                   AMENDMENT TO THE PRINCIPAL UNDERWRITING AND
                        ADMINISTRATIVE SERVICES AGREEMENT

                  Pursuant to Paragraph  11 of the  Principal  Underwriting  and
Administrative  Services  Agreement (the  "Agreement") by and between  TIAA-CREF
Individual  &  Institutional   Services,   Inc.  ("Services")  and  the  College
Retirement  Equities  Fund  ("CREF"),  dated  December 17, 1991,  as  thereafter
amended,  and  pursuant to  resolution  of a majority  of the  Trustees of CREF,
including  a  majority  of  Trustees  who are not  parties to the  Agreement  or
"interested  persons" (as that term is defined in the Investment  Company Act of
1940) of any  such  party  to the  Agreement  and  have no  direct  or  indirect
financial interest in the operation of CREF's distribution financing arrangement
("Plan") or in any agreements  related to the Plan, the parties to the Agreement
mutually  agree that the  Agreement  shall be amended  as set forth  below,  and
approve the Agreement as so amended, effective, except as otherwise noted below,
upon execution of this amendment by each party to the Agreement.

                     1. Reimbursement

                     Services   shall  be   responsible   for  all  expenses  in
  connection with furnishing  distribution and administrative  services to CREF.
  CREF shall reimburse  Services for the cost of such services and the amount of
  such expenses through daily payments (as described below) based on the expense
  deduction  rates and other charges agreed upon from time tot time between CREF
  and Services  reflecting  estimates of the cost of such  services and expenses
  with the  objective  of keeping  the  payments  as close as possible to actual
  expenses.  As soon as is  practicable  after the end of each quarter  (usually
  within 30 days), the amount  necessary to correct any differences  between the
  payments and the expenses  actually  incurred will be determined.  This amount
  will be paid by or credited to  Services,  as the cases may be, in equal daily
  installments over the remaining days in the quarter.

                     (a) For the  services  rendered  and  expenses  incurred in
  connection with  distribution  of the  Certificates  as provided  herein,  the
  amount  currently  payable from the net assets of each Account each  Valuation
  Day for each Calendar Day of the Valuation Period ending on that Valuation Day
  will be 0.0000822W  (corresponding to an annual rate of 0.03~ of average daily
  net assets).

                     (b) For the  services  rendered  and  expenses  incurred in
  connection with administration as provided herein, the amount

<PAGE>



currently  payable from the net assets of each Account  each  7aluation  Day for
each Calendar Day of the Valuation  Period ending on that  Valuation Day will be
0.0005753~~  (corresponding  to an  annual  rate of 0.21t of  average  daily net
assets).

                   For purposes of this  Agreement,  "Valuation  Day," "Calendar
 Day," and  "Valuation  Period"  shall each be defined  as  specified  in CREF's
 current Registration Statement.

                   IN  WITNESS  WHEREOF,  CREF and  Services  have  caused  this
Amendment to the Agreement to be executed in their names and on their behalf and
under  their trust and  corporate  seals as of this day of , 199_ by and through
their duly authorized officers effective as provided above.

                                        COLLEGE RETIREMENT EQUITIES FUND
(seal)
ATTEST:

________________________            By: ______________________________



                                        TIAA-CREF INVESTMENT MANAGEMENT, INC.
(seal)
ATTEST:

_______________________             By: ______________________________



<PAGE>




                  AMENDMENT TO THE PRINCIPAL UNDERWRITING AND
                        ADMINISTRATIVE SERVICES AGREEMENT

              Pursuant  to  Paragraph  11  of  the  Principal  Underwriting  and
     Administrative   Services   Agreement  (the  "Agreement")  by  and  between
     TIAA-CREF Individual & Institutional  Services,  Inc.  ("Services") and the
     College  Retirement  Equities Fund  ("CREF"),  dated  December 17, 1991, as
     thereafter  amended,  and  pursuant  to  resolution  of a  majority  of the
     Trustees of CREF,  including a majority of Trustees  who are not parties to
     the  Agreement  or  t~interested  persons"  (as that term is defined in the
     Investment Company Act of 1940) of any such party to the Agreement and have
     no  direct  or  indirect  financial  interest  in the  operation  of CREF's
     distribution financing arrangement ("Plan") or in any agreements related to
     the Plan,  the parties to the Agreement  mutually  agree that the Agreement
     shall be  amended as set forth  below,  and  approve  the  Agreement  as so
     amended  effective  upon  execution of this  amendment by each party to the
     Agreement.

              1. The second "Whereag" clause of the Agreement is amended to read
as follows:

              WHEEREAS,  CREF is registered as an open-end management investment
    company under the Investment Company Act of 1940 ("1940 Act"), and currently
    consists of eight investment portfolios (the "Accounts"): the Stock Account,
    the Money  Market  Account,  the Bond  Market  Account,  the  Social  Choice
    Account,  the Global Equities Account,  the Equity Index Account, the Growth
    Account and the Inflation-Linked Bond Account, and may consist of additional
    investment portfolios in the future.

              IN WITNESS  WHEREOF,  CREF and Services have caused this Amendment
    to the Agreement to be executed in their names and on their behalf and under
    their trust and  corporate  seals as of this 15th day of April,  1997 by and
    through their duly authorized Officers effective as provided above.


                                        COLLEGE RETIREMENT EQUITIES FUND
(seal)
ATTEST:

/s/Stewart P. Greene                    /s/Peter C. Clapman
________________________            By: ______________________________
Stewart P. Greene                        Peter C. Clapman
                                         Title: Senior Vice President
                                                and Chief Counsel,
                                                Investments


                                        TIAA-CREF INVESTMENT MANAGEMENT, INC.
(seal)
ATTEST:
/s/Stewart P. Greene                    /s/Lisa Snow
_______________________             By: ______________________________
Stewart P. Greene                        Lisa Snow
                                         Title: Secretary


                            C R E F

             RETIREMENT UNIT ANNUITY CERTIFICATE

     This  is  to  certify  that  you,  as  the  owner   (Participant)  of  this
certificate,  are  entitled  to  share in the  benefits  of  COLLEGE  RETIREMENT
EQUITIES  FUND  ("CREF").  No other  person  or  institution  is a party to this
certificate.

     This page refers briefly to some of the features of your certificate.
The next pages set forth in detail the rights and obligations of both
CREF and you under the certificate.  PLEASE READ YOUR CERTIFICATE.  IT IS
IMPORTANT.

                      GENERAL DESCRIPTION

     Each  premium  paid  to CREF  purchases  a  number  of  Accumulation  Units
representing your share in CREF. You may convert these into a lifetime income of
Annuity  Units.   If  you  die  before  starting  to  receive  this  income  the
Accumulation  Units will provide a benefit for your beneficiary under one of the
methods described in your certificate.
     Once each year we will report to you on the amount of premiums paid and the
current value of your Accumulation Units.
     When you are ready to start receiving your lifetime income,  you choose the
income  option you want from among  those  described  in your  certificate.  All
options  provide  a  lifetime  income  for you,  and all but one also  have some
provision for another person, to be named by you.
     You, or your beneficiary at your death, may have CREF pay the value of some
or all of your Accumulation Units to Teachers Insurance and Annuity  Association
of America ("TIAA") for the purchase of a fixed dollar contract, as explained in
your certificate.
     THIS CERTIFICATE  CANNOT BE ASSIGNED NOR DOES IT PROVIDE FOR CASH SURRENDER
OR LOANS.

                        INDEX OF PROVISIONS

                                                   Section
 Accumlation - Definition ............................   2
 Accumulation Units ...................................  1
 Annuity Starting Date - Change of .................... 15
               - Definition ...........................  3
 Annuity Unit - Definition ............................  4
 Assignment - Void and of no effect ................... 30
 Benefits Based on Incorrect Data ..................... 37
 Cash Surrender - No provision for .................... 31
 Claims of Creditors - Protection against ............. 29
 Commuted Value - Definition .......................... 10



<PAGE>

 Certificate - Changes of ............................. 11
 Consideration ........................................ 11
 Correspondence with us ............................... 34
 Death Benefit ........................................ 20
               - Beneficiary .......................... 21
               - Changing the Beneficiary ............. 22
               - Definition ...........................  7
               - Methods of Payment ................... 24
               - Number of Annuity Units .............. 26
               - Payment of ........................... 23
               - Payments after death of Beneficiary .. 25
 Elections and Changes - Procedure .................... 32
 Lapse - Protection against ........................... 13
 Loans - No provision for ............................. 31
 Non-Forfeiture of benefits ........................... 39
 Ownership of Certificate ............................. 29
 Payment to an Estate, Trustee, etc. .................. 33
 Premiums - Discontinuing and Resuming ................ 14
               - Payment of ........................... 12
 Proof of Survival .................................... 38
 Report of Premiums and Accumulation .................. 28
 Request for Benefits ................................. 34
 Rules of the Fund - Definition .......................  9
 Second Participant ...................................  6
 Service of Process upon CREF ......................... 35
 Transfers - .......................................... 27
               - Definition ...........................  8
 Unit Annuity - Definition ............................  5
 Unit Annuity Income - Number of Annuity Units ........ 19
               - Options .............................. 17
               - Payments during guaranteed periods ... 18
               - Starting payments .................... 16

            PART A:  TERMS USED IN THIS CERTIFICATE

1.  Accumulation  Units.  Each premium paid to your  certificate will purchase a
number of  Accumulation  Units  determined in  accordance  with the Rules of the
Fund. Before the Annuity Starting Date, your share of the net dividend and other
income of CREF will purchase additional Accumulation Units that will be credited
to you. The current value of each Accumulation Unit is based on the market value
of CREF's investments and will be determined in accordance with the Rules of the
Fund.

2. Your  ACCUMULATION  is the value of all of your  Accumulation  Units. It will
provide the benefits described in this certificate.

3. The ANNUITY STARTING DATE shown on page 3 is the date your lifetime income is



<PAGE>

scheduled to begin. The Date may be changed as explained in Sections 15 and 16.

4. An ANNUITY UNIT is the unit of payment for all periodic benefits. The current
value of an Annuity  Unit will  change  from time to time to reflect  changes in
CREF'S  investment,  mortality and expense  experience.  The dollar value of any
payment  will be the  product of the number of Annuity  Units to be paid and the
then current value of an Annuity Unit.

5. A UNIT ANNUITY is a series of payments of the current value of a fixed number
of Annuity Units.  The number of Annuity Units to be paid and their then current
value  will be  determined  in  accordance  with the  Rules of the  Fund,  using
actuarial  methods.  The Options  under which you may receive  your Unit Annuity
Income are described in Part C.

6. The SECOND  PARTICIPANT is the person you name, when starting to receive your
income under a Survivor Unit Annuity Option,  to receive a lifetime income if he
or she  survives  you. You may name your  spouse,  or any other person  eligible
under CREF's practices then in effect, to be a Second Participant.

7. The DEATH BENEFIT is the value of your  Accumulation.  It will be used to pay
your  beneficiary  an income under one of the methods set forth in Part D if you
die before the Annuity Starting Date.

8. A TRANSFER is the use of the value of some or all of your Accumulation  Units
to purchase fixed dollar benefits under a TIAA deferred or pay-out contract. The
conditions applying to transfers are set forth in Part E.

9. The RULES OF THE FUND govern all matters  affecting the interest of anyone in
the Fund to the  extent  such  matters  are not  specifically  provided  in this
certificate.  The Board of Trustees of CREF may amend the Rules of the Fund from
time to time.  Amendments to such Rules are effective  only when approved by the
Superintendent  of  Insurance  of the  State  of New York as not  being  unfair,
unjust, inequitable or prejudicial to the interest of anyone in the Fund. A copy
of the Rules was furnished to you when this certificate was issued;  you will be
notified of all amendments to the Rules.

10.  The  COMMUTED  VALUE  is a  one-sum  payment  made in lieu of a  series  of
payments.  The  Commuted  Value of a series  of  payments  of  Annuity  Units is
computed in accordance with the Rules of the Fund, in which it is referred to as
the "present value."

               PART B:  CERTIFICATE AND PREMIUMS



<PAGE>

11.  The  Certificate.  We have  issued  this  certificate  in  return  for your
completed  application  and the first premium.  Any  endorsement or amendment of
this  certificate  or waiver of any of its  provisions  will be valid only if in
writing and signed by an Executive  Officer or  Registrar of CREF.  All premiums
and benefits are payable at CREF's home office in New York, NY.

12. Premium Amount.  Premiums for this certificate may be paid in any amount not
less than $25 each. You may change the amount or frequency of future premiums at
any time. CREF will accept premiums any time before the Annuity Starting Date or
your prior death.

13. Unconditional Protection Against Lapse or Forfeiture.  Your certificate will
not lapse after the first premium has been paid. If premiums cease, you continue
to own all of your Accumulation Units.

14. Discontinuing and Resuming Premium Payments.  Premiums may be stopped at any
time without notice to CREF. Premiums may be resumed before the Annuity Starting
Date without payment of any past due premium or penalty of any kind.

                PART C:  YOUR UNIT ANNUITY INCOME

15.  Changing Your Annuity  Starting  Date. Any time before you start to receive
your Unit Annuity Income,  you may change the Annuity Starting Date to the first
of any month after the change,  but not to a month later than the one  following
your  seventy-first  birthday.  If you have not chosen an Annuity  Starting Date
prior to your  sixty-fifth  birthday,  the Date  will be the  first of the month
following that birthday.

16. Starting Your Unit Annuity Income.  Payment of your Unit Annuity Income will
begin as of the Annuity  Starting  Date you have chosen,  if you are then living
and:
   A) you have sent us this certificate;
   B) you have chosen one of the Income Options set forth in
      Section 17; and
   C) we have received due proof of your age and, if you
      choose a Survivor Unit Annuity Option, the age of your Second
      Participant.
If A, B and C of this  Section have not been  completed by the Annuity  Starting
Date you have chosen, the Annuity Starting Date will be deferred to the first of
the  month  after A, B and C have  been  completed  or to the first of the month
following your seventy-first birthday, whichever comes first.

17. INCOME  OPTIONS are the ways in which you may have your Unit Annuity  Income
paid to you. Any time before the Annuity Starting Date you may choose the Option
you want. You may change your choice any time before  payments  begin,  but once
they have begun no change can be made.



<PAGE>

Automatic  Election  Provision.  If on the Annuity  Starting Date  determined in
accordance  with Sections 15 and 16, you have not chosen an Income  Option,  you
will be deemed to have chosen the "Life Unit  Annuity  with  10-Year  Guaranteed
Period"  Option  if  you  are  then  single,  or the  "Half  Benefit  to  Second
Participant with 10-Year Guaranteed Period" Option if you are then married.

These are the Income  Options from which you will choose.  All of them provide a
lifetime  income for you,  some  provide  that  payments  will  continue for the
lifetime of a Second Participant and some provide that payments will continue in
any event during a guaranteed period as explained in Section 18:

   Single Life Unit Annuity.  A payment will be made to you each month as long
   as you live.  All payments will cease at your death.  This Option provides
   nothing for anyone after your death.

   Life Unit Annuity with 10-, 15- or 20-Year  Guaranteed Period. A payment will
   be made to you each  month as long as you live.  If you die before the end of
   the guaranteed period you have chosen,  monthly payments will continue to the
   end of that period.

Survivor  Unit Annuity  Options.  Under each of these  Options a payment will be
made to you each month as long as you live,  and payments will continue for life
to the  Second  Participant  you have  named if he or she  survives  you.  After
payments begin, you cannot change your choice of Second Participant.  The number
of  Annuity  Units  paid to you or a  surviving  Second  Participant  each month
depends on which of these Options you choose:

   Full  Benefit to Survivor  with or without a 10-,  15- or 20-Year  Guaranteed
   Period.  At the death of either you or your  Second  Participant  the monthly
   payments  that  continue to the  survivor  will be the full number of Annuity
   Units that would have been paid if both had lived. If you choose a guaranteed
   period  and you and your  Second  Participant  both die before the end of the
   period  chosen,  the same number of Annuity Units will continue to be paid to
   the end of that period; otherwise all payments will cease at the death of the
   last survivor of you and the Second Participant.

   Two-thirds  Benefit  to  Survivor  with  or  without  a 10-,  15- or  20-Year
   Guaranteed  Period. At the death of either you or your Second Participant the
   monthly  payments that continue to the survivor will be two-thirds the number
   of Annuity Units that would have been paid if both had lived. If you choose a
   guaranteed period and you and your Second Participant both die before the end
   of the period chosen, the two-thirds number of Annuity Units will continue to
   be paid to the end of that period;  otherwise  all payments will cease at the
   death of the last survivor of you and the Second Participant.

   Half  Benefit to Second  Participant  with or  without a 10-,  15- or 20-Year
   Guaranteed  Period.  The full monthly number of Annuity Units will not change
   as long as you live. If your Second Participant  survives you, he or she will
   receive payments each month of one-half the number of Annuity Units you would
   have received if you had lived. If you choose a guaranteed period and you and
   your Second  Participant  both die before the end of the period  chosen,  the





<PAGE>

   one-half  number of Annuity Units will continue to be paid to the end of that
   period;  otherwise  all payments will cease at the death of the last survivor
   of you and the Second Participant.

18. Payments to the End of a Guaranteed Period. At the time you choose an Income
Option, you name the person or persons to receive these payments.  You may later
change the named persons and, if you choose a Survivor Unit Annuity,  after your
death your surviving Second  Participant may change the named persons unless you
direct otherwise.
     At the death of the last survivor of you and your Second Participant before
the end of a guaranteed  period you have chosen  under one of the Survivor  Unit
Annuity  Options,  or at your death before the end of a guaranteed  period under
one of the other Income Options,  the monthly  payments due for the remainder of
the guaranteed  period will continue to the surviving person or persons named to
receive them. The Commuted Value of these payments may be paid in one sum unless
we are directed otherwise.
     If no one has been named to receive these  payments,  or if no one so named
is then living,  the Commuted Value will be paid in one sum to the estate of the
last  survivor of you and your Second  Participant  if you chose a Survivor Unit
Annuity Option, or to your estate if you chose one of the other Income Options.
     If a person  receiving these payments dies before the end of the guaranteed
period, the Commuted Value of any payments still due that person will be paid to
any other  person or persons  named to receive  it. If no one has been so named,
the  Commuted  Value  will be paid to the  estate  of the  last  person  who was
receiving these payments.

19. The NUMBER OF ANNUITY UNITS will be  determined  as of the Annuity  Starting
Date,  in  accordance  with the  Rules of the  Fund,  by:  A) the  value of your
Accumulation  Units at that time; B) the Income Option you choose;  C) your age;
D) if  you  choose  one  of the  Survivor  Unit  Annuity  Options,  your  Second
Participant's  age;  E) if  the  Rules  of  the  Fund  provide  for  the  use of
sex-distinct mortality, your sex and that of any Second Participant;  and F) the
value of an Annuity  Unit.  If your initial Unit Annuity  payment  would be less
than $25, CREF will have the right to change to quarterly, semi-annual or annual
payments,  whichever  would result in an initial  payment of $25 or more and the
shortest interval between payments.

     PART D:  DEATH BENEFIT

20. The Death Benefit.  If you die before the Annuity  Starting Date,  CREF will
pay the Death  Benefit to your  beneficiary  under one of the Methods of Payment
set forth in Section  24. You may choose the  Method  during  your  lifetime  as
explained in Section 32. If you do not so choose, your beneficiary will make the
choice when he or she becomes entitled to payments. You may change the Method at
any time before  payments  begin.  After your death,  your  beneficiary may also
change  the Method  chosen by you,  if you so  provide.  Any choice of Method or
change of






<PAGE>

such choice must be made in writing as explained in Section 32.

21.  Naming  Your  Beneficiary.  Beneficiaries  are  persons  you name,  in form
satisfactory to CREF, to receive the Death Benefit if you die before the Annuity
Starting Date. You may designate  different  classes of  beneficiaries,  such as
primary  (first)  and  contingent  (secondary).  These  classes set the order of
payment.  If a class  contains  more than one person,  the Death Benefit will be
paid to the then living persons in the class in equal shares, unless you provide
otherwise.  For example,  if you die before the Annuity  Starting  Date,  having
named your spouse as primary  beneficiary  and  "children"  as equal  contingent
beneficiaries, your spouse would receive the Death Benefit if he or she survived
you. But if your spouse did not survive you, then your surviving  children would
receive the Death Benefit in equal shares.
     The  terms  "children"  or "my  children"  may be used  to name a class  of
beneficiaries, either primary or contingent. Unless you specify otherwise, these
terms will mean all children born of your marriage or marriages and any children
legally adopted by you. The term "children" also has the same inclusive  meaning
when used to name as beneficiaries the children of your spouse, your child, your
brother or your sister.
    If you name your estate as beneficiary,  or if none of the beneficiaries you
have named is alive at the time of your death, the Death Benefit will be paid to
your estate in one sum.
     If you  die  prior  to the  Annuity  Starting  Date  never  having  named a
beneficiary,  your  estate  and  your  surviving  spouse,  if  any,  become  the
beneficiaries as follows:
   A) if you leave no surviving spouse, the Death Benefit will be paid
      to your estate in one sum;
   B) if you leave a surviving spouse, your spouse will receive lifetime monthly
      payments of the number of Annuity  Units he or she would have  received as
      Second Participant if you had started to receive your Income Benefit as of
      the  first  day of the month in which  you die,  having  chosen  the "Half
      Benefit to Second  Participant with 10-Year Guaranteed Period" Option. The
      part of the Death Benefit not needed to provide this income to your spouse
      will be paid to your estate in one sum.

22. Changing Your Beneficiary. At any time before the Annuity Starting Date, you
may change your  beneficiary  or add or delete  beneficiaries  as  explained  in
Section 32.

23. Payment of the Death Benefit.  Payment of the Death Benefit under one of the
Methods  set  forth in  Section  24 will  start as of the first day of the month
after we have received:
     A) this certificate;
     B) due proof of your death;
     C) the choice of a Method of Payment as provided in Section 24; and
     D) due proof of the beneficiary's age if the Method chosen
        pays a lifetime income.

24. Methods of Payment. The Death Benefit will be paid to your beneficiary under






<PAGE>




one of the Methods shown below.

   Single Life Unit  Annuity.  A payment will be made to your  beneficiary  each
   month for life.  All  payments  will cease at his or her death.  This  Method
   provides nothing for anyone after the death of your beneficiary.

   Life Unit Annuity with 10-, 15- or 20-Year  Guaranteed Period. A payment will
   be made to your beneficiary each month for life. If he or she dies before the
   end of the guaranteed  period chosen,  the monthly  payments will continue to
   the end of that period as explained in Section 25.

   Unit Annuity for a Fixed Period.  A payment
   will be made to your  beneficiary  each month for a fixed  period of not less
   than two nor more than  thirty  years,  as  chosen.  At the end of the period
   chosen  the  entire  Death  Benefit  will have  been paid out and no  further
   payments will be made. If your  beneficiary dies before the end of the period
   chosen, monthly payments will continue to the end of that period as explained
   in Section 25.

   Unit Deposit. CREF will hold your beneficiary's Accumulation Units on deposit
   for a chosen  period  of not less  than two nor more than  thirty  years.  No
   periodic  payments  will be made under this Method.  Additional  Accumulation
   Units will be  purchased in  accordance  with the Rules of the Fund from your
   beneficiary's  share of the net dividend and other income of CREF. At the end
   of the period chosen,  CREF will make a one-sum payment to your  beneficiary.
   This one-sum payment will be the then current value of all Accumulation Units
   held by CREF for your beneficiary. If your beneficiary dies while any part of
   the Death  Benefit is held by CREF,  that amount will be payable as explained
   in Section 25. Instead of a chosen period, the Accumulation Units may be held
   on deposit for "the lifetime of the  beneficiary,"  with the one-sum  payment
   made after the death of your  beneficiary  as  explained  in Section  25. The
   value of the Death Benefit placed under this Method must be at least $5,000.

   Transfer to a TIAA Dollar  Pay-out  Contract.  CREF will  transfer  the Death
   Benefit to TIAA for the  purchase of an  individual  pay-out  contract on the
   life of the  beneficiary  in any  form  then  being  issued  by TIAA for such
   transfers,  or an  Annuity  for a Fixed  Period of not less than two nor more
   than thirty years,  or an Interest  Payments  contract for A) the lifetime of
   the  beneficiary  or B) a chosen  period  of not less  than two nor more than
   thirty  years.  The  pay-out  rates for the TIAA  contract  will be the rates
   applying  to  such  transfers  at that  time;  the  contract  will  give  the
   beneficiary  the same rights as any person then  applying  for a similar TIAA
   contract.  The value of the Death Benefit  transferred under this Method must
   be at least $1,000;  however, if an Interest Payments contract is chosen, the
   value of the Death Benefit transferred must be at least $5,000.

     If any Method  chosen,  except  Unit  Deposit,  would  result in an initial
payment of less than $25, CREF will have the right to require a change in choice
that will result in an initial payment of not less than $25 a month.





<PAGE>

25. Payments after the Death of a Beneficiary. Any monthly payments still due at
the  death of your  beneficiary  during a  guaranteed  or fixed  period  will be
continued to the person or persons named by you or your  beneficiary  to receive
them.  The Commuted Value of these payments may be paid in one sum unless we are
directed otherwise.
     If no one has been named to receive these  payments,  or if no one so named
is living at the death of your  beneficiary,  the Commuted Value will be paid in
one sum to your beneficiary's estate.
     If a person  receiving these payments dies before the end of the guaranteed
or fixed period,  the Commuted  Value of any payments still due that person will
be paid to any other  person or persons  named to receive it. If no one has been
so named,  the Commuted  Value will be paid to the estate of the last person who
was receiving these payments.
     If your  beneficiary  dies  while any  Accumulation  Units are held by CREF
under the Unit Deposit Method,  their then current value will be paid in one sum
to the person or persons you or your beneficiary have named to receive it. If no
such  person  survives  your   beneficiary,   the  then  current  value  of  all
Accumulation Units held on deposit will be paid in one sum to your beneficiary's
estate.

26.  The  NUMBER OF  ANNUITY  UNITS FOR A  BENEFICIARY  will be  determined,  in
accordance  with the  Rules of the Fund,  by: A) the value of your  Accumulation
Units as of the date of your  death;  B) the  Method of  Payment  chosen for the
Death Benefit;  C) if the Method chosen pays a lifetime income,  the age of your
beneficiary  and, if the Rules of the Fund  provide for the use of  sex-distinct
mortality, his or her sex; and D) the value of an Annuity Unit.

                  PART E:  TRANSFERS

27. Transfer to TIAA Dollar Annuity. You may have CREF pay to TIAA all or a part
of your  Accumulation  for the  purchase of a TIAA  deferred or pay-out  annuity
contract on your life,  provided  the  request  for  transfer is made before the
Annuity Starting Date, and subject to the following conditions:
     A) the request for a Transfer cannot be revoked or cancelled
        after the effective date of such Transfer;
     B) you will have the same rights under the TIAA contract as any person then
        being  issued a similar  contract,  except  since a  Transfer  cannot be
        revoked or cancelled there will be no temporary right to cancel;
     C) the  premium or pay-out  rates for the TIAA  contract  will be the rates
        applying to such Transfers at the time the Transfer is made;
     D) the  effective  date of the Transfer  will be the first day of the month
        following the month in which we receive your request for transfer or the
        first day of any later month you select;
     E) the  amount  transferred  must be at least  $1,000;  
     F) no more than two Transfers  may be made in any  year;  and 
     G) the TIAA contract will not provide for assignment, loan or cash
        surrender.







<PAGE>






The  number of your  Accumulation  Units  will be  reduced by the number of such
Units transferred to TIAA.

                 PART F:  GENERAL PROVISIONS

28.  Report of  Premiums  and  Accumulation.  Once each year  until the  Annuity
Starting  Date, we will mail you a report for the calendar  year just ended.  It
will show the  amount of  premiums  paid  during  the year and the value of your
Accumulation (Death Benefit) as of the end of the year.

29. Ownership.  You own this certificate.  During your lifetime, you may, to the
extent permitted by law, exercise every right given by it without the consent of
any other person.

30. No  Assignment.  Neither  you nor any other  person may assign,  pledge,  or
transfer ownership of this certificate or any benefits under its terms.
Any such action will be void and of no effect.

31. No Cash  Surrender  or Loans.  This  certificate  does not  provide for cash
surrender or loans.

32.  Procedure  for Elections and Changes.  You, or your Second  Participant  or
beneficiary  having the right to do so, may elect or change,  in accordance with
the  terms  of  your  certificate,  any  of  the  following  by  written  notice
satisfactory to CREF sent to its home office in New York, NY:
     A) the Annuity Starting Date;
     B) an Income Option;
     C) a Transfer;
     D) a Method of Payment for the Death Benefit; or
     E) a beneficiary or any person named to receive payments remaining
        due.
No such notice will take effect unless it is received by CREF.  When received it
will take  effect as of the date it was  signed,  whether  or not the  signer is
living at the time we receive it. Any action  taken by CREF in good faith before
receiving  the notice will not subject CREF to  liability  because our acts were
contrary to what was stated in the notice.

33. Payment to an Estate, Guardian, Trustee, etc. CREF reserves the right to pay
in one sum the  Commuted  Value  of any  benefits  due an  estate,  corporation,
partnership,  trustee  or other  entity not a natural  person.  CREF will not be
responsible  for the acts or neglects of any  executor,  trustee,  guardian,  or
other third party to whom payment is made.

34.  Correspondence  and Request for  Benefits.  No notice,  application,  form,
premium  payment,  or request for  benefits  will be deemed to be received by us
unless it is received at our home  office.  All benefits are payable at our home
office.  Any questions  about this  certificate  or inquiries  about our service
should be directed to us at our address:





<PAGE>

                     CREF 
                     730 Third Avenue 
                     New York, NY 10017.

35.  Service of  Process  upon CREF.  We will  accept  service of process in any
action  or  suit  against  us  on  this  contract  in  any  court  of  competent
jurisdiction  in the United States,  Puerto Rico or Canada provided such process
is properly made. We will also accept such process sent to us by registered mail
if the plaintiff is a resident of the state, district, territory, or province in
which the  action or suit is  brought.  This  Section  does not waive any of our
rights, including the right to remove such action or suit to another court.

36. Protection Against Claims of Creditors.  The benefits and rights accruing to
you or any other  person  under this  certificate  are exempt from the claims of
creditors  or  legal  process  to the  fullest  extent  permitted  by law.  This
protection  is  contained  in the statute of the State of New York  establishing
CREF.

37. Benefits Based on Incorrect Data. If the amount of benefits is determined by
data  as  to a  person's  age  or  sex  that  is  incorrect,  benefits  will  be
recalculated  on  the  basis  of  the  correct  data.  If  any  overpayments  or
underpayments  have been made by CREF,  adjustments  will be made in  accordance
with the Rules of the Fund.

38. Proof of Survival.  CREF  reserves the right to require  satisfactory  proof
that anyone named to receive  benefits  under the terms of your  certificate  is
alive on the date any  benefit  payment is due.  If this  proof is not  received
after requested in writing, CREF will have the right to make reduced payments or
to withhold payments entirely until such proof is received.  If under a Survivor
Unit Annuity  Option CREF has overpaid  benefits  because of a death of which we
were not notified,  subsequent  payments  will be reduced or withheld  until the
amount of the overpayment has been recovered.

39. Non-Forfeiture of Benefits. Benefits payable under this certificate will not
be less  than the  minimum  required  as of the Date of Issue,  and under  other
income  methods  are  computed  on the  basis  stated in the Rate  Schedule  for
benefits bought by premiums. For premiums other than $100,




                                     C R E F

                SUPPLEMENTAL RETIREMENT UNIT ANNUITY CERTIFICATE

     This  is  to  certify  that  you,  as  the  owner   (Participant)  of  this
certificate,  are  entitled  to  share in the  benefits  of  COLLEGE  RETIREMENT
EQUITIES  FUND  ("CREF").  No other  person  or  institution  is a party to this
certificate.

     This page refers briefly to some of the features of your  certificate.  The
next pages set forth in detail the rights and  obligations  of both CREF and you
under the certificate. PLEASE READ YOUR CERTIFICATE. IT IS IMPORTANT.

                               GENERAL DESCRIPTION

     All premiums for this certificate must be remitted by your employer under a
program with CREF for the purchase of  certificates  that qualify  under Section
403(b) of the Internal  Revenue  Code of 1954 as amended or  hereafter  amended.
Each premium paid to CREF purchases a number of Accumulation  Units representing
your share in CREF.  You may  convert  these  into a lifetime  income of Annuity
Units. If you die before starting to receive this income the Accumulation  Units
will provide a benefit for your beneficiary  under one of the methods  described
in your certificate.

     Once each year we will report to you on the amount of premiums paid and the
current value of your Accumulation Units.

     You may choose to withdraw the current  value of some of your  Accumulation
Units or surrender  your  certificate  for cash before  starting to receive your
income.

     When you are ready to start  receiving  your income,  you choose the income
option you want from among  those  described  in your  certificate.  All options
provide an income for you, and all but one also have some  provision for another
person, to be named by you.

     You, or your beneficiary at your death, may have CREF pay the value of some
or all of your Accumulation Units to Teachers Insurance and Annuity  Association
of America ("TIAA") for the purchase of a fixed dollar contract, as explained in
your certificate.

       THIS CERTIFICATE CANNOT BE ASSIGNED NOR DOES IT PROVIDE FOR LOANS.


                  INDEX OF PROVISIONS

                                                   Section

 Accumulation - Definition ............................  2
 Accumulation Units ...................................  1
 Annuity Starting Date - Change of .................... 16
               - Definition ...........................  3
 Annuity Unit - Definition ............................  5
 Assignment - Void and of no effect ................... 34
 Benefits Based on Incorrect Data ..................... 41
 Claims of Creditors - Protection against ............. 33
 Commuted Value - Definition .......................... 11
 Certificate - Changes of ............................. 12


<PAGE>

 Consideration ........................................ 12
 Correspondence with us ............................... 38
 Death Benefit ........................................ 21
               - Beneficiary .......................... 22
               - Changing the Beneficiary ............. 23
               - Definition ...........................  8
               - Methods of Payment ................... 25
               - Number of Annuity Units .............. 27
               - Payment of ........................... 24
               - Payments after death of Beneficiary .. 26
 Elections and Changes - Procedure .................... 36
 Lapse - Protection against ........................... 14
 Loans - No provision for ............................. 35
 Lump-sum Benefits - Cash surrender ................... 29
               - Date of .............................. 31
               - Definition ...........................  4
               - Withdrawals .......................... 30
 Non-Forfeiture of benefits ........................... 43
 Ownership of Certificate ............................. 33
 Payment to an Estate, Trustee, etc. .................. 37
 Premiums - Discontinuing and Resuming ................ 15
               - Payment of ........................... 13
 Proof of Survival .................................... 42
 Report of Premiums and Accumulation .................. 33
 Request for Benefits ................................. 38
 Rules of the Fund - Definition ....................... 10
 Second Participant ...................................  7
 Service of Process upon CREF ......................... 39
 Transfers - .......................................... 28
               - Definition ...........................  9
 Unit Annuity - Definition ............................  6
 Unit Annuity Income - Number of Annuity Units ........ 20
               - Options .............................. 18
               - Payments during guaranteed periods ... 19
               - Starting payments .................... 17


                     PART A: TERMS USED IN THIS CERTIFICATE

1.  Accumulation  Units.  Each premium paid to your  certificate will purchase a
number of  Accumulation  Units  determined in  accordance  with the Rules of the
Fund. Before the Annuity Starting Date, your share of the net dividend and other
income of CREF will purchase additional Accumulation Units that will be credited
to you. The current value of each Accumulation Unit is based on the market value
of CREF's investments and will be determined in accordance with the Rules of the
Fund.

2. Your  ACCUMULATION  is the value of all of your  Accumulation  Units. It will
provide the benefits described in this certificate.

3. The ANNUITY STARTING DATE shown on page 3 is the date your lifetime income is
scheduled to begin. The Date may be changed as explained in Sections 16 and 17.

<PAGE>

4. LUMP-SUM  BENEFITS are those you may obtain before the Annuity  Starting Date
by  surrendering   your  certificate  for  cash  or  withdrawing  part  of  your
Accumulation as explained in Part F.

5. An ANNUITY UNIT is the unit of payment for all periodic benefits. The current
value of an Annuity  Unit will  change  from time to time to reflect  changes in
CREF'S  investment,  mortality and expense  experience.  The dollar value of any
payment  will be the  product of the number of Annuity  Units to be paid and the
then current value of an Annuity Unit.

6. A UNIT ANNUITY is a series of payments of the current value of a fixed number
of Annuity Units.  The number of Annuity Units to be paid and their then current
value  will be  determined  in  accordance  with the  Rules of the  Fund,  using
actuarial  methods.  The Options  under which you may receive  your Unit Annuity
Income are described in Part C.

7. The SECOND  PARTICIPANT is the person you name, when starting to receive your
income under a Survivor Unit Annuity  Option,  to receive a life income if he or
she survives you. You may name your spouse,  or any other person  eligible under
CREF's practices then in effect, to be a Second Participant.

8. The DEATH BENEFIT is the value of your  Accumulation.  It will be used to pay
your  beneficiary  an income under one of the methods set forth in Part D if you
die before the Annuity Starting Date.

9. A TRANSFER is the use of the value of some or all of your Accumulation  Units
to purchase fixed dollar benefits under a TIAA deferred or pay-out contract. The
conditions applying to transfers are set forth in Part E.

10. The RULES OF THE FUND govern all matters affecting the interest of anyone in
the Fund to the  extent  such  matters  are not  specifically  provided  in this
certificate.  The Board of Trustees of CREF may amend the Rules of the Fund from
time to time.  Amendments to such Rules are effective  only when approved by the
Superintendent  of  Insurance  of the  State  of New York as not  being  unfair,
unjust, inequitable or prejudicial to the interest of anyone in the Fund. A copy
of the Rules was furnished to you when this certificate was issued;  you will be
notified of all amendments to the Rules.

11. The COMMUTED VALUE is a one-sum payment made in lieu of a series of payments
after  payment  under an Income Option or Method of Payment of the Death Benefit
has begun.  The  Commuted  Value of a series of  payments  of  Annuity  Units is
computed in accordance with the Rules of the Fund, in which it is referred to as
the "present value."

                        PART B: CERTIFICATE AND PREMIUMS

12.  The  Certificate.  We have  issued  this  certificate  in  return  for your
completed  application  and the first premium.  Any  endorsement or amendment of
this certificate or waiver of any of its provisions will


<PAGE>

be valid only if in writing and signed by an  Executive  Officer or Registrar of
CREF.  All  premiums and benefits are payable at CREF's home office in New York,
NY.

     All premiums for this certificate must be remitted by your employer under a
program with CREF for the purchase of  certificates  that qualify  under Section
403(b) of the Internal Revenue Code of 1954 as amended or hereafter amended.

13. Premium Amount.  Premiums for this certificate may be paid in any amount not
less than $25 each. You may change the amount or frequency of future premiums at
any time. CREF will accept premiums any time before the Annuity Starting Date or
your prior death.

14. Unconditional Protection Against Lapse or Forfeiture.  Your certificate will
not lapse after the first premium has been paid. If premiums cease, you continue
to own all of your Accumulation Units.

15. Discontinuing and Resuming Premium Payments.  Premiums may be stopped at any
time without notice to CREF. Premiums may be resumed before the Annuity Starting
Date without payment of any past due premium or penalty of any kind.

                        PART C: YOUR UNIT ANNUITY INCOME

16.  Changing Your Annuity  Starting  Date. Any time before you start to receive
your Unit Annuity Income,  you may change the Annuity Starting Date to the first
of any month after the change,  but not to a month later than the one  following
your  seventy-first  birthday.  If you have not chosen an Annuity  Starting Date
prior to your  sixty-fifth  birthday,  the Date  will be the  first of the month
following that birthday.

17. Starting Your Unit Annuity Income.  Payment of your Unit Annuity Income will
begin as of the Annuity  Starting  Date you have chosen,  if you are then living
and: 

   A) you have sent us this certificate;

   B) you have chosen one of the Income Options set forth in Section 18; and

   C) we have  received due proof of your age and, if you choose a Survivor Unit
      Annuity Option,  the age of your Second  Participant (not required for the
      Unit Annuity for a Fixed Period Option).

If A, B and C of this  Section have not been  completed by the Annuity  Starting
Date you have chosen, the Annuity Starting Date will be deferred to the first of
the  month  after A, B and C have  been  completed  or to the first of the month
following your seventy-first birthday, whichever comes first.

18. INCOME  OPTIONS are the ways in which you may have your Unit Annuity  Income
paid to you. Any time before the Annuity Starting Date you may choose the Option
you want. You may change your choice any time before  payments  begin,  but once
they have begun no change can be made.

Automatic  Election  Provision.  If on the Annuity  Starting Date  determined in
accordance with Sections 16 and 17, you have not chosen an Income Option,


<PAGE>

you will be deemed to have chosen the "Life Unit Annuity with 10-Year Guaranteed
Period"  Option  if  you  are  then  single,  or the  "Half  Benefit  to  Second
Participant with 10-Year Guaranteed Period" Option if you are then married.

   These are the Income Options from which you will choose.  All of them provide
an income for you,  some provide that payments will continue for the lifetime of
a Second  Participant  and some provide that payments will continue in any event
during a guaranteed or fixed period as explained in Section 18:

   Single Life Unit Annuity. A payment will be made to you each month as long as
   you live. All payments will cease at your death. This Option provides nothing
   for anyone after your death.

   Life Unit Annuity with 10-, 15- or 20-Year  Guaranteed Period. A payment will
   be made to you each  month as long as you live.  If you die before the end of
   the guaranteed period you have chosen,  monthly payments will continue to the
   end of that period.

   Unit Annuity for a Fixed Period. A payment will be made to you each month for
   a fixed  period of not less than two nor more than ten years,  as chosen.  At
   the end of the period  chosen no further  payments  will be made.  If you die
   before the end of the period  chosen,  the monthly  payments will continue to
   the end of that period.

Survivor  Unit Annuity  Options.  Under each of these  Options a payment will be
made to you each month as long as you live,  and payments will continue for life
to the  Second  Participant  you have  named if he or she  survives  you.  After
payments begin, you cannot change your choice of Second Participant.  The number
of  Annuity  Units  paid to you or a  surviving  Second  Participant  each month
depends on which of these Options you choose:

   Full  Benefit to Survivor  with or without a 10-,  15- or 20-Year  Guaranteed
   Period.  At the death of either you or your  Second  Participant  the monthly
   payments  that  continue to the  survivor  will be the full number of Annuity
   Units that would have been paid if both had lived. If you choose a guaranteed
   period  and you and your  Second  Participant  both die before the end of the
   period  chosen,  the same number of Annuity Units will continue to be paid to
   the end of that period; otherwise all payments will cease at the death of the
   last survivor of you and the Second Participant.

   Two-thirds  Benefit  to  Survivor  with  or  without  a 10-,  15- or  20-Year
   Guaranteed  Period. At the death of either you or your Second Participant the
   monthly  payments that continue to the survivor will be two-thirds the number
   of Annuity Units that would have been paid if both had lived. If you choose a
   guaranteed period and you and your Second Participant both die before the end
   of the period chosen, the two-thirds number of Annuity Units will continue to
   be paid to the end of that period;  otherwise  all payments will cease at the
   death of the last survivor of you and the Second Participant.

   Half  Benefit to Second  Participant  with or  without a 10-,  15- or 20-Year
   Guaranteed  Period.  The full monthly number of Annuity Units will not change
   as long as you live. If your Second Participant  survives you, he or she will
   receive payments each month of one-half the number of Annuity Units you would
   have received if you had lived. If you choose a


<PAGE>

   guaranteed period and you and your Second Participant both die before the end
   of the period chosen,  the one-half  number of Annuity Units will continue to
   be paid to the end of that period;  otherwise  all payments will cease at the
   death of the last survivor of you and the Second Participant.

19. Payments to the End of a Guaranteed or Fixed Period.  At the time you choose
an Income Option, you name the person or persons to receive these payments.  You
may later change the named  persons and, if you choose a Survivor  Unit Annuity,
after your death your surviving Second  Participant may change the named persons
unless you direct otherwise.

     At the death of the last survivor of you and your Second Participant before
the end of a guaranteed  period you have chosen  under one of the Survivor  Unit
Annuity Options, or at your death before the end of a guaranteed or fixed period
under  one of the  other  Income  Options,  the  monthly  payments  due  for the
remainder  of the  guaranteed  or fixed  period will  continue to the  surviving
person or persons named to receive them.  The Commuted  Value of these  payments
may be paid in one sum unless we are directed otherwise.

     If no one has been named to receive these  payments,  or if no one so named
is then living,  the Commuted Value will be paid in one sum to the estate of the
last  survivor of you and your Second  Participant  if you chose a Survivor Unit
Annuity Option, or to your estate if you chose one of the other Income Options.

     If a person  receiving these payments dies before the end of the guaranteed
or fixed period,  the Commuted  Value of any payments still due that person will
be paid to any other  person or persons  named to receive it. If no one has been
so named,  the Commuted  Value will be paid to the estate of the last person who
was receiving these payments.

20. The NUMBER OF ANNUITY UNITS will be  determined  as of the Annuity  Starting
Date,  in  accordance  with the  Rules of the  Fund,  by:  A) the  value of your
Accumulation  Units at that time;  B) the Income  Option you choose;  C) for all
Options other than Unit Annuity for a Fixed  Period,  your age; D) if you choose
one of the Survivor Unit Annuity Options,  your Second  Participant's age; E) if
the Rules of the Fund provide for the use of  sex-distinct  mortality,  your sex
and that of any Second Participant; and F) the value of an Annuity Unit. If your
initial Unit Annuity payment would be less than $25, CREF will have the right to
change to quarterly,  semi-annual or annual payments,  whichever would result in
an initial payment of $25 or more and the shortest interval between payments.

                              PART D: DEATH BENEFIT

21. The Death Benefit.  If you die before the Annuity  Starting Date,  CREF will
pay the Death  Benefit to your  beneficiary  under one of the Methods of Payment
set forth in Section  25. You may choose the  Method  during  your  lifetime  as
explained in Section 36. If you do not so choose, your beneficiary will make the
choice when he or she becomes entitled to payments. You may change the Method at
any time before  payments  begin.  After your death,  your  beneficiary may also
change  the Method  chosen by you,  if you so  provide.  Any choice of Method or
change of such choice must be made in writing as explained in Section 36.

22.  Naming  Your  Beneficiary.  Beneficiaries  are  persons  you name,  in form
satisfactory to CREF, to receive the Death Benefit if 


<PAGE>

you die before the Annuity Starting Date. You may designate different classes of
beneficiaries, such as primary (first) and contingent (secondary). These classes
set the order of payment.  If a class  contains more than one person,  the Death
Benefit  will be paid to the then living  persons in the class in equal  shares,
unless you  provide  otherwise.  For  example,  if you die  before  the  Annuity
Starting Date, having named your spouse as primary beneficiary and "children" as
equal contingent  beneficiaries,  your spouse would receive the Death Benefit if
he or she  survived  you.  But if your  spouse did not  survive  you,  then your
surviving children would receive the Death Benefit in equal shares.

     The  terms  "children"  or "my  children"  may be used  to name a class  of
beneficiaries, either primary or contingent. Unless you specify otherwise, these
terms will mean all children born of your marriage or marriages and any children
legally adopted by you. The term "children" also has the same inclusive  meaning
when used to name as beneficiaries the children of your spouse, your child, your
brother or your sister.

    If you name your estate as beneficiary,  or if none of the beneficiaries you
have named is alive at the time of your death, the Death Benefit will be paid to
your estate in one sum.

     If you  die  prior  to the  Annuity  Starting  Date  never  having  named a
beneficiary,  your  estate  and  your  surviving  spouse,  if  any,  become  the
beneficiaries as follows:

   A) if you leave no surviving  spouse,  the Death Benefit will be paid to your
      estate in one sum;

   B) if you leave a surviving spouse, your spouse will receive lifetime monthly
      payments of the number of Annuity  Units he or she would have  received as
      Second Participant if you had started to receive your Income Benefit as of
      the  first  day of the month in which  you die,  having  chosen  the "Half
      Benefit to Second  Participant with 10-Year Guaranteed Period" Option. The
      part of the Death Benefit not needed to provide this income to your spouse
      will be paid to your estate in one sum.

23. Changing Your Beneficiary. At any time before the Annuity Starting Date, you
may change your  beneficiary  or add or delete  beneficiaries  as  explained  in
Section 36.

24. Payment of the Death Benefit.  Payment of the Death Benefit under one of the
Methods  set  forth in  Section  25 will  start as of the first day of the month
after we have received:
     A) this certificate;
     B) due proof of your death;
     C) the choice of a Method of Payment as provided in Section 25; and
     D) due proof of the  beneficiary's age if the Method chosen pays a lifetime
        income.

25. Methods of Payment. The Death Benefit will be paid to your beneficiary under
one of the Methods shown below.

   Single-sum Payment.  Payment will be made in one sum.

   Single Life Unit  Annuity.  A payment will be made to your  beneficiary  each
   month for life.  All  payments  will cease at his or her death.  This  Method
   provides nothing for anyone after the death of your beneficiary.

   Life Unit Annuity with 10-, 15- or 20-Year  Guaranteed Period. A payment will
   be made to your beneficiary each month for life. If he or she dies 


<PAGE>

before the end of the  guaranteed  period  chosen,  the  monthly  payments  will
continue to the end of that period as explained in Section 26.

   Unit Annuity for a Fixed Period.  A payment will be made to your  beneficiary
   each  month for a fixed  period  of not less  than two nor more  than  thirty
   years,  as chosen.  At the end of the period  chosen the entire Death Benefit
   will  have  been  paid out and no  further  payments  will be  made.  If your
   beneficiary  dies before the end of the period chosen,  monthly payments will
   continue to the end of that period as explained in Section 26.

   Unit Deposit. CREF will hold your beneficiary's Accumulation Units on deposit
   for a chosen  period  of not less  than two nor more than  thirty  years.  No
   periodic  payments  will be made under this Method.  Additional  Accumulation
   Units will be  purchased in  accordance  with the Rules of the Fund from your
   beneficiary's  share of the net dividend and other income of CREF. At the end
   of the period chosen,  CREF will make a one-sum payment to your  beneficiary.
   This one-sum payment will be the then current value of all Accumulation Units
   held by CREF for your beneficiary. If your beneficiary dies while any part of
   the Death  Benefit is held by CREF,  that amount will be payable as explained
   in Section 26. Instead of a chosen period, the Accumulation Units may be held
   on deposit for "the lifetime of the  beneficiary,"  with the one-sum  payment
   made after the death of your  beneficiary  as  explained  in Section  26. The
   value of the Death Benefit placed under this Method must be at least $5,000.

   Transfer to a TIAA Dollar  Pay-out  Contract.  CREF will  transfer  the Death
   Benefit to TIAA for the  purchase of an  individual  pay-out  contract on the
   life of the  beneficiary  in any  form  then  being  issued  by TIAA for such
   transfers,  or an  Annuity  for a Fixed  Period of not less than two nor more
   than thirty years,  or an Interest  Payments  contract for A) the lifetime of
   the  beneficiary;  or B) a chosen  period  of not less than two nor more than
   thirty  years.  The  pay-out  rates for the TIAA  contract  will be the rates
   applying  to  such  transfers  at that  time;  the  contract  will  give  the
   beneficiary  the same rights as any person then  applying  for a similar TIAA
   contract.  The value of the Death Benefit  transferred under this Method must
   be at least $1,000;  however, if an Interest Payments contract is chosen, the
   value of the Death Benefit transferred must be at least $5,000.

     If any Method  chosen,  except  Unit  Deposit,  would  result in an initial
payment of less than $25, CREF will have the right to require a change in choice
that will result in an initial payment of not less than $25 a month.

26. Payments after the Death of a Beneficiary. Any monthly payments still due at
the  death of your  beneficiary  during a  guaranteed  or fixed  period  will be
continued to the person or persons named by you or your  beneficiary  to receive
them.  The Commuted Value of these payments may be paid in one sum unless we are
directed otherwise.

     If no one has been named to receive these  payments,  or if no one so named
is living at the death of your  beneficiary,  the Commuted Value will be paid in
one sum to your beneficiary's estate.

     If a person  receiving these payments dies before the end of the guaranteed
or fixed period,  the Commuted  Value of any payments still due 


<PAGE>

that person will be paid to any other person or persons  named to receive it. If
no one has been so named,  the Commuted  Value will be paid to the estate of the
last person who was receiving these payments.

     If your  beneficiary  dies  while any  Accumulation  Units are held by CREF
under the Unit Deposit Method,  their then current value will be paid in one sum
to the person or persons you or your beneficiary have named to receive it. If no
such  person  survives  your   beneficiary,   the  then  current  value  of  all
Accumulation Units held on deposit will be paid in one sum to your beneficiary's
estate.

27.  The  NUMBER OF  ANNUITY  UNITS FOR A  BENEFICIARY  will be  determined,  in
accordance  with the  Rules of the Fund,  by: A) the value of your  Accumulation
Units as of the date of your  death;  B) the  Method of  Payment  chosen for the
Death Benefit;  C) if the Method chosen pays a lifetime income,  the age of your
beneficiary  and, if the Rules of the Fund  provide for the use of  sex-distinct
mortality, his or her sex; and D) the value of an Annuity Unit.

                                PART E: TRANSFERS

28. Transfer to TIAA Dollar Annuity. You may have CREF pay to TIAA all or a part
of your  Accumulation  for the  purchase of a TIAA  deferred or pay-out  annuity
contract on your life,  provided  the  request  for  transfer is made before the
Annuity Starting Date, and subject to the following conditions:

     A) the premium or pay-out rates for the TIAA contract will be the rates
        applying to such Transfers at the time the Transfer is made;

     B) you will have the same rights under the TIAA contract as any person then
        being  issued a similar  contract,  except  since a  Transfer  cannot be
        revoked or cancelled there will be no temporary right to cancel;

     C) the  effective  date of the Transfer  will be the first day of the month
        following the month in which we receive your request for transfer or the
        first day of any later month you select;

     D) the request for a Transfer cannot be revoked after the effective date of
        such Transfer;

     E) the  amount  transferred  must be at least  $1,000;  F) no more than two
        Transfers  may be made in any year;  and 

     G) the TIAA contract will not provide for assignment or loans.

The  number of your  Accumulation  Units  will be  reduced by the number of such
Units transferred to TIAA.

                            PART F: LUMP-SUM BENEFITS

29.  Cash  Surrender.  At any time  before  the  Annuity  Starting  Date you may
surrender this  certificate  for a cash payment equal to the  Accumulation as of
that  date.  Upon  surrender  for  cash,  all  of  our  obligations  under  this
certificate will be terminated.

30. Withdrawals.  At any time before the Annuity Starting Date but not more than
once in a six-month  period,  you may withdraw a portion of the  Accumulation in
cash.  The amount  withdrawn  must be at least  $1,000 and not greater  than the
Accumulation eligible for withdrawal. The entire Accumulation, less that portion
resulting from premiums paid in the month of withdrawal and the preceding month,
is eligible for withdrawal.  


<PAGE>

The Accumulation will be reduced by the amount of any Withdrawal.

31. Date of Surrender or Withdrawal. A cash surrender or withdrawal will be made
as of the date on which we receive your written election,  unless you request it
to be made  as of the  first  of the  next  month.  For a cash  surrender  to be
effective, you must also send us this certificate.


                           PART G: GENERAL PROVISIONS

32.  Report of  Premiums  and  Accumulation.  Once each year  until the  Annuity
Starting  Date, we will mail you a report for the calendar  year just ended.  It
will show the  amount of  premiums  paid  during  the year and the value of your
Accumulation (Death Benefit) as of the end of the year.

33. Ownership.  You own this certificate.  During your lifetime, you may, to the
extent permitted by law, exercise every right given by it without the consent of
any other person.

34. No  Assignment.  Neither  you nor any other  person may assign,  pledge,  or
transfer ownership of this certificate or any benefits under its terms. Any such
action will be void and of no effect.

35. No Loans. This certificate does not provide for loans.

36.  Procedure  for Elections and Changes.  You, or your Second  Participant  or
beneficiary  having the right to do so, may elect or change,  in accordance with
the  terms  of  your  certificate,  any  of  the  following  by  written  notice
satisfactory to CREF sent to its home office in New York, NY:
     A) the Annuity Starting Date;
     B) an Income Option;
     C) a Transfer or Lump-sum Benefit;
     D) a Method of Payment for the Death Benefit; or
     E) a beneficiary or any person named to receive payments remaining due.

No such notice will take effect unless it is received by CREF.  When received it
will take  effect as of the date it was  signed,  whether  or not the  signer is
living at the time we receive it. Any action  taken by CREF in good faith before
receiving  the notice will not subject CREF to  liability  because our acts were
contrary to what was stated in the notice.

37. Payment to an Estate, Guardian, Trustee, etc. CREF reserves the right to pay
in one sum the  Commuted  Value  of any  benefits  due an  estate,  corporation,
partnership,  trustee  or other  entity not a natural  person.  CREF will not be
responsible  for the acts or neglects of any  executor,  trustee,  guardian,  or
other third party to whom payment is made.

38.  Correspondence  and Request for  Benefits.  No notice,  application,  form,
premium  payment,  or request for  benefits  will be deemed to be received by us
unless it is received at our home  office.  All benefits are payable at our home
office.  Any questions  about this  


<PAGE>

certificate  or  inquiries  about our  service  should be  directed to us at our
address:

                     CREF 
                     730 Third Avenue 
                     New York, NY 10017.


39. Service of Process Upon CREF. We agree to appear in any action in any action
or suit against us on this  contract in any court of competent  jurisdiction  in
the United States, Puerto Rico or Canada provided such process is properly made.
We will also accept such process sent to us by registered  mail if the plaintiff
is a resident of the state, district, territory, or province in which the action
or suit is brought. This Section does not waive any of our rights, including the
right to remove such action or suit to another court.

40. Protection Against Claims of Creditors.  The benefits and rights accruing to
you or any other  person  under this  certificate  are exempt from the claims of
creditors  or  legal  process  to the  fullest  extent  permitted  by law.  This
protection  is  contained  in the statute of the State of New York  establishing
CREF.

41. Benefits Based on Incorrect Data. If the amount of benefits is determined by
data  as  to a  person's  age  or  sex  that  is  incorrect,  benefits  will  be
recalculated  on  the  basis  of  the  correct  data.  If  any  overpayments  or
underpayments  have been made by CREF,  adjustments  will be made in  accordance
with the Rules of the Fund.

42. Proof of Survival.  CREF  reserves the right to require  satisfactory  proof
that anyone named to receive  benefits  under the terms of your  certificate  is
alive on the date any  benefit  payment is due.  If this  proof is not  received
after requested in writing, CREF will have the right to make reduced payments or
to withhold payments entirely until such proof is received.  If under a Survivor
Unit Annuity  Option CREF has overpaid  benefits  because of a death of which we
were not notified,  subsequent  payments  will be reduced or withheld  until the
amount of the overpayment has been recovered.

43. Non-Forfeiture of Benefits. Benefits payable under this certificate will not
be less than the minimum  required as of the Date of Issue by any statute of the
State in which this certificate is delivered.  Any benefits  purchased cannot be
forfeited under this certificate.






                        COLLEGE RETIREMENT EQUITIES FUND
                      730 Third Avenue, New York, NY 10017

               GROUP SUPPLEMENTAL RETIREMENT UNIT-ANNUITY CONTRACT


GROUP SUPPLEMENTAL RETIREMENT UNIT-ANNUITY
         CONTRACT NO.:  [CGSRA-0001]
CONTRACTHOLDER:  [ABC UNIVERSITY]
DATE OF ISSUE:  [April 1, 1991]
[STATE OF DELIVERY:  NEW YORK]

         [ This contract ("the Contract") was made and delivered in the State of
New York.  The validity and effect of all rights and duties under this  Contract
are governed by the laws there in force.]

         This contract  [("the  Contract")]  is issued in  consideration  of the
payment of Premiums by the  Contractholder  to the College  Retirement  Equities
Fund ("CREF"). CREF will issue to each Participant a certificate ("Certificate")
setting  forth the benefits  under the Contract to be derived from Premiums paid
on behalf of such Participant.

         The Contract may be amended by agreement of CREF and the Contractholder
without  the  consent of any other  person,  provided  that such change does not
reduce  the  then  current  Accumulation  of any  Participant,  or  any  benefit
purchased under the Contract up to that time.  CREF may stop accepting  Premiums
under the Contract at any time.

         The provisions  contained on the following pages (the  Certificate) are
part of the Contract.


                                             /s/John H. Biggs
                                             -----------------------
                                                   CHAIRMAN AND
                                             CHIEF EXECUTIVE OFFICER

<PAGE>


30 DAY FREE LOOK TO YOUR CREF GROUP
SUPPLEMENTAL RETIREMENT UNIT-ANNNUITIY CERTIFICATE
- --------------------------------------------------------------------------------



                        COLLEGE RETIREMENT EQUITIES FUND
                    730 Third Avenue, New York, NY 10017-3206


                NOTICE OF 30-DAY RIGHT TO CANCEL THIS CERTIFICATE

         It is our  wish  that  you  fully  understand  the  provisions  of your
Certificate and be entirely satisfied with it. Please read it carefully. You may
cancel this  Certificate  by taking all of the following  actions within 30 days
from the date you receive it:

         1.    Delivering or mailing the Certificate to us, and

         2.    Sending us the  "Notice of  Cancellation"  below or a telegram or
               other written notification similarly worded.

         The  Certificate  and  notification  should be  delivered or mailed to:
CREF, 730 Third Avenue, New York, NY 10017-3206.

- ------------------------------------------------------------------------------


                             NOTICE OF CANCELLATION

         I am the  owner of CREF  Certificate  No._____________________  which I
received within the last 30 days.

         I hereby cancel this Certificate.  I request that all premiums paid for
it be  refunded to the  remitter  of the  premiums.  I  understand  that if this
Certificate  was issued as a result of a transfer from another CREF unit annuity
certificate  or a  certificate  or  contract  issued by Teachers  Insurance  and
Annuity  Association  of America,  the premium refund will be reinstated in such
certificate or contract.

         I  understand  that upon  delivering  or  mailing  this  notice and the
Certificate  to CREF,  the  Certificate  is void as of the date of issue  and no
benefits will be provided under it.


Dated:___________________   Signature:__________________________________________


                                   ---------------------------------------------
                                                 NAME (PLEASE PRINT)




<PAGE>


30 DAY FREE LOOK TO YOUR CREF
RETIREMENT UNIT-ANNNUITIY CERTIFICATE

- --------------------------------------------------------------------------------


                        COLLEGE RETIREMENT EQUITIES FUND
                    730 Third Avenue, New York, NY 10017-3206

                NOTICE OF 30-DAY RIGHT TO CANCEL THIS CERTIFICATE

         It is our  wish  that  you  fully  understand  the  provisions  of your
Certificate and be entirely satisfied with it. Please read it carefully. You may
cancel this  Certificate  by taking all of the following  actions within 30 days
from the date you receive it:

         1.       Delivering or mailing the Certificate to us, and

         2.       Sending us the "Notice of Cancellation" below or a telegram or
                  other written notification similarly worded.

         The  Certificate  and  notification  should be  delivered or mailed to:
CREF, 730 Third Avenue, New York, NY 10017-3206.

                               CAUTION: IMPORTANT!

         If this Certificate has been issued in accordance with the requirements
of your employer's retirement plan, keeping the Certificate may be required as a
condition  of your  employment.  If you have any  questions,  please  review the
provisions of your  employer's  retirement plan or consult with your employer to
determine  your  rights  and  obligations  with  respect  to the  plan  and this
Certificate.

- --------------------------------------------------------------------------------

                             NOTICE OF CANCELLATION

         I am the owner of CREF Certificate No._____________________ .

         I hereby cancel this Certificate.  I request that the accumulated value
of all  premiums  paid for it be refunded to the  remitter  of the  premiums.  I
understand  that if this  Certificate  was issued as a result of a transfer from
another CREF  unit-annuity  certificate or a certificate or a contract issued by
Teachers Insurance and Annuity  Association of America,  the premium refund will
be reinstated in such certificate or contract.

         I  understand  that upon  delivering  or  mailing  this  notice and the
Certificate  to CREF,  the  Certificate  is void as of the date of issue  and no
benefits will be provided under it.

Dated:___________________   Signature:__________________________________________


                                   ---------------------------------------------
                                                  NAME (PLEASE PRINT)

- --------------------------------------------------------------------------------


<PAGE>


30 DAY FREE LOOK TO YOUR CREF
SUPPLEMENTAL RETIREMENT UNIT-ANNNUITIY CERTIFICATE

- --------------------------------------------------------------------------------












- --------------------------------------------------------------------------------



<PAGE>

30 DAY FREE LOOK TO YOUR CREF
SUPPLEMENTAL RETIREMENT UNIT-ANNNUITIY CERTIFICATE

- --------------------------------------------------------------------------------


                        COLLEGE RETIREMENT EQUITIES FUND
                    730 Third Avenue, New York, NY 10017-3206

                NOTICE OF 30-DAY RIGHT TO CANCEL THIS CERTIFICATE

         It is our  wish  that  you  fully  understand  the  provisions  of your
Certificate and be entirely satisfied with it. Please read it carefully. You may
cancel this  Certificate  by taking all of the following  actions within 30 days
from the date you receive it:

         1.       Delivering or mailing the Certificate to us, and

         2.       Sending us the "Notice of Cancellation" below or a telegram or
                  other written notification similarly worded.

         The  Certificate  and  notification  should be  delivered or mailed to:
CREF, 730 Third Avenue, New York, NY 10017-3206.

- --------------------------------------------------------------------------------


                             NOTICE OF CANCELLATION

         I am the  owner of CREF  Certificate  No._____________________  which I
received within the last 30 days.

         I hereby cancel this Certificate. I request that the accumulated value,
as of the end of the Business  Day in which this notice is received by CREF,  of
all premiums paid for it be refunded to the remitter of the premiums.

         I  understand  that upon  delivering  or  mailing  this  notice and the
Certificate  to CREF,  the  Certificate  is void as of the date of issue  and no
benefits will be provided under it.

Dated:___________________   Signature:__________________________________________


                                   ---------------------------------------------
                                                  NAME (PLEASE PRINT)

- --------------------------------------------------------------------------------






                                      CREF
             GROUP SUPPLEMENTAL RETIREMENT UNIT-ANNUITY CERTIFICATE

                                                    Annuity
               Certificate   Date of     Date of    Starting
                 Number       Issue       Birth       Date
              +------------------------------------------------+
              | B-300000-0  03 01 1991  12 20 1952  01 01 2018 |
              |                                                |
   Participant| DOE, JOHN J                                    |
              |                                                |
Contractholder| ABC UNIVERSITY                      CGSRA-0001 |Contract
              +------------------------------------------------+Number

         This  Certificate  states that you,  the  Participant,  are entitled to
share in the  benefits of College  Retirement  Equities  Fund ("CREF" or "Fund")
under the provisions of a Group  Supplemental  Retirement Annuity Contract ("the
Contract") issued to your Employer, as Contractholder.
         The   Contract   may  be   amended  by   agreement   of  CREF  and  the
Contractholder,  provided  that such  change  does not reduce the number of your
Accumulation  Units or the number of Annuity  Units  purchased for you under the
Contract up to that time. CREF may stop accepting Premiums under the Contract at
any time.
         This page refers briefly to some of the Contract's  features  described
in your  Certificate.  The  next  pages  set  forth in  detail  the  rights  and
obligations of both CREF and you under the Contract.

                 PLEASE READ YOUR CERTIFICATE. IT IS IMPORTANT.

                               GENERAL DESCRIPTION
         All  Premiums on your  behalf must be remitted  under the terms of your
Employer's  Tax Deferred  Annuity  Plan.  Each Premium paid to CREF  purchases a
number of Accumulation  Units  representing  your share in CREF. You may convert
these into an income of Annuity Units.
         When you are ready to start  receiving  your  income,  you  choose  the
Income  Option you want from among  those  described  in your  Certificate.  All
options  provide an income for you, and all but one also have some provision for
another person, to be named by you.
         If you die before starting to receive annuity income, your Accumulation
Units  will  provide a benefit  for your  Beneficiary  under one of the  methods
described in your Certificate.
         Once  each  year we will  report  to you on the  current  value of your
Accumulation Units.
         You may choose to withdraw,  as a Lump-sum Benefit, all or part of your
Accumulation  before starting to receive a lifetime income.  Federal tax law may
restrict distributions before age 59 1/2, as outlined in Section 47.
         You, or your  Beneficiary at your death, may have CREF pay the value of
some or all of  your  Accumulation  Units  to  Teachers  Insurance  and  Annuity
Association of America  ("TIAA") for the purchase of a fixed-dollar  contract or
certificate, as explained in your Certificate.

       THIS CERTIFICATE CANNOT BE ASSIGNED, NOR DOES IT PROVIDE FOR LOANS.
                       THIS CERTIFICATE DOES NOT GUARANTEE
                  ANY FIXED-DOLLAR AMOUNT OF ANNUITY PAYMENTS.

                               INDEX ON NEXT PAGE

<PAGE>

                        INDEX OF PROVISIONS

                                                       Section
Accounts
         Definition..........................................1
         Deletion 2
Accumulation
         Definition..........................................4
Accumulation Units
         Definition..........................................3
         Number of...........................................5
Annuity Benefit
         Annuity Unit........................................7
         Unit Annuity.......................................22
Annuity Starting Date
         Change of..........................................27
         Definition..........................................6
Assignment
         Void and of no effect..............................44
Benefits Based on Incorrect Data............................52
Business Day.................................................9
Claims of Creditors
         Protection against.................................46
Commuted Value
         Definition.........................................10
Contract
         Consists of........................................24
Correspondence with us......................................55
Death Benefit
         Beneficiary.........................................8
         Changing the Beneficiary...........................34
         Definition.........................................11
         Methods of Payment.................................35
         Naming Your Beneficiary............................33
         Number of Annuity Units............................37
         Payment of.........................................32
         Payments after death of Beneficiary................36
Elections and Changes
         Procedure..........................................49
Elective Deferrals
         Restrictions on Distribution.......................47
Employer
         Definition.........................................12


                                                       Section
ERISA
         Definition.........................................13
Funding Vehicle
         Definition.........................................14
Income Benefit
         Definition.........................................15
         Number of Annuity Units............................31
         Options ...........................................29
         Payments during guaranteed or fixed periods........30
         Starting payments..................................28
IRC
         Definition.........................................16
Lapse or Forfeiture
         Protection against.................................26
Laws and Regulations
         Compliance with....................................54
Loans
         No Provision for...................................45
Lump-sum Benefit
         Availability of....................................39
         Definition.........................................17
         Payment of.........................................40
Non-Forfeiture of Benefits..................................48
Payment to an Estate, Trustee, etc..........................50
Premiums....................................................25
Proof of Survival...........................................53
Report of Accumulation......................................43
Rules of the Fund
         Definition.........................................18
Second Participant..........................................19
Service of Process upon CREF................................51
Spouse's Rights.............................................41
         Definition.........................................20
         Waiver of..........................................42
Tax Deferred Annuity Plan
         Definition.........................................21
Transfer....................................................38
Valuation Day
         Definition.........................................23


<PAGE>




                        COLLEGE RETIREMENT EQUITIES FUND

                                               ANNUITY
          CERTIFICATE   DATE OF     DATE OF    STARTING
            NUMBER       ISSUE       BIRTH       DATE

          [B-300000-0  03 01 1991  12 20 1952  01 01 2018]

   PARTICIPANT [DOE, JOHN J                                   ]

CONTRACTHOLDER [ABC UNIVERSITY                                ]

GROUP SUPPLEMENTAL RETIREMENT ANNUITY CONTRACT NO: [ CGSRA-0001 ]

SOCIAL SECURITY NUMBER:   999-99-9999



THE CONTRACT UNDER WHICH THIS  CERTIFICATE  WAS ISSUED WAS MADE AND DELIVERED IN
THE [STATE OF NEW YORK].  THE VALIDITY AND EFFECT OF ALL RIGHTS AND DUTIES UNDER
THE CONTRACT ARE GOVERNED BY THE LAWS THERE IN FORCE.


<PAGE>





                     PART A: TERMS USED IN THIS CERTIFICATE

1. ACCOUNTS. CREF  maintains  the  following four investment Accounts, each with
its own distinct investment portfolio:

         The CREF  STOCK  ACCOUNT  maintains  a  broadly  diversified  portfolio
         consisting primarily of common stocks.

         The  CREF  MONEY  MARKET  ACCOUNT  maintains  a  portfolio   consisting
         primarily of short-term debt securities.

         The CREF BOND MARKET ACCOUNT maintains a portfolio consisting primarily
         of investment grade bonds.

         The  CREF  SOCIAL  CHOICE  ACCOUNT  maintains  a  portfolio  consisting
         primarily of common stocks, investment grade bonds, and short-term debt
         securities.

In  the  future,  CREF  may  establish  other  Accounts  with  other  investment
portfolios.

Your right to allocate Premiums or transfer any part of your Accumulation to the
CREF Bond Market Account,  the CREF Social Choice  Account,  and any future CREF
Account may be limited under the terms of your  Employer's Tax Deferred  Annuity
Plan.

2. DELETION OF A CREF ACCOUNT. CREF may delete the CREF Bond Market Account, the
CREF Social Choice  Account,  and any future Account.  If you have  Accumulation
Units in a CREF Account that is deleted,  you must transfer them to another CREF
Account.  If you do not make a choice,  CREF  will  transfer  your  Accumulation
Units, if any, in such Account to the CREF Money Market Account.

3. ACCUMULATION UNITS. Each CREF Account maintains a separate  Accumulation Unit
value.  The current value of each  Account's  Accumulation  Unit is based on the
market value of that Account's investments, and will be determined in accordance
with the Rules of the Fund.

4. Your ACCUMULATION is the sum of the value of all of your  Accumulation  Units
in all of the  Accounts  under this  Certificate.  It will  provide the benefits
described in this Certificate.

5. NUMBER OF ACCUMULATION  UNITS. Each of the Premiums paid on your behalf under
this  Certificate  will purchase a number of  Accumulation  Units  determined in
accordance  with the Rules of the Fund. The Premiums will be allocated among the
CREF  Accounts  under  your  certificate  in  accordance  with your most  recent
instructions  received  by CREF,  as  detailed in Section 25. The number of your
Accumulation Units in any Account under your Certificate will be increased by:

         A) any Premiums paid to that Account under your Certificate; and
         B) any transfers to that Account under your Certificate from another 
            CREF Account; and will be reduced by:




<PAGE>

         C) the application of  Accumulation  Units from that Account to provide
         an Income Benefit;
         D) any Lump-sum Benefits paid from that Account; and
         E) any transfers  from that Account to TIAA,  another CREF Account,  or
         another Funding Vehicle.

6. The ANNUITY  STARTING DATE shown on Page 3 is the date your Income Benefit is
scheduled to begin. The Date may be changed as explained in Sections 27 and 28.

7. An ANNUITY  UNIT is the unit of payment for all  unit-annuity  benefits.  The
CREF Stock and CREF Money Market Accounts  maintain  separate Annuity Units. All
CREF Unit-Annuity Income Options and Methods of Payment of the Death Benefit are
available  from the CREF Stock  Account and the CREF Money Market  Account.  The
current  value of an  Annuity  Unit will  change  from  time to time to  reflect
changes in CREF's  investment,  mortality,  and expense  experience.  The dollar
value of any  Unit-Annuity  payment will be the product of the number of Annuity
Units to be paid and the then current value of an Annuity Unit.

8.  BENEFICIARIES  are  persons you name,  in a form  satisfactory  to CREF,  to
receive the Death Benefit if you die before the Annuity Starting Date.

9. A  BUSINESS  DAY is any day  that  the New York  Stock  Exchange  is open for
trading.  A Business  Day ends at 4:00 p.m. New York time,  or, if earlier,  the
time trading on the New York Stock Exchange closes for that day.

10. COMMUTED VALUE. The commuted  (discounted) value is a one-sum amount paid in
lieu of a series of  payments.  The  Commuted  Value of a series of  payments of
Annuity Units is computed in accordance  with the Rules of the Fund, in which it
is referred to as the Present Value.

11. The DEATH BENEFIT is the current value of your Accumulation. It will be used
to pay your  Beneficiary  an income under one of the methods set forth in Part D
if you die before the Annuity Starting Date.

12.  EMPLOYER.  As used in this  Certificate,  your Employer is the organization
named as Contractholder on Page 3, even if you separate from the service of such
Employer after the Date of Issue.

13. ERISA is the Employee Retirement Income Security Act of 1974, as amended.

14. A FUNDING VEHICLE is an annuity contract or a custodial account  established
to provide retirement benefits under IRC Section 403(b).

15. The INCOME  BENEFIT is the  monthly  amount  payable to you under one of the
options  set forth in Part C. The  monthly  amount  will first be payable on the
Annuity Starting Date.


<PAGE>


16. The IRC is the Internal Revenue Code of 1986, as amended.

17. A LUMP-SUM  BENEFIT is a  withdrawal  in a single sum of all or part of your
Accumulation.  Federal tax law may restrict  distributions before age 59 1/2, as
outlined in Section 47. The  provisions  concerning  Lump-sum  Benefits  are set
forth in Part F.

18. The RULES OF THE FUND govern all matters affecting the interest of anyone in
the Fund to the  extent  such  matters  are not  specifically  provided  in this
Certificate.  The Board of Trustees of CREF may amend the Rules of the Fund from
time to time.  Amendments to such Rules are effective  only when approved by the
Superintendent of Insurance of New York as not being unfair, unjust, inequitable
or prejudicial to the interest of anyone in the Fund. A copy of the Rules of the
Fund was furnished to you when this Certificate was issued; you will be notified
of all amendments to such Rules.

19. The SECOND PARTICIPANT is the person you name, when starting to receive your
income under a Survivor  Unit-Annuity  Option, to receive a life income if he or
she survives you. You may name your spouse,  or any other person  eligible under
CREF's  practices  then in effect,  to be a Second  Participant,  subject to the
rights of your spouse, if any, as described in Part G.

20. SPOUSE'S RIGHTS.  If your  Accumulation is subject to ERISA, your spouse may
have rights to a Survivor  Retirement  Benefit or a Survivor Death  Benefit,  as
explained in Part G. Your spouse's right to these benefits may limit your choice
of Income Option, Beneficiary, Lump-sum Benefit, or Transfer.

21. A TAX DEFERRED  ANNUITY PLAN is an employee benefit plan established by your
Employer  under IRC Section  403(b),  under which you may make salary  reduction
contributions to an annuity contract.

22. A UNIT-ANNUITY  is a series of payments of the then current value of a fixed
number of Annuity  Units.  The number of Annuity Units to be paid and their then
current value will be determined in accordance  with the Rules of the Fund using
actuarial methods. A Unit-Annuity Benefit may be elected as described in Part C.

23. A  VALUATION  DAY is a day on which the  dollar  values of the  Accumulation
Units in the CREF  Accounts  are  established.  The  procedure  for  determining
Valuation Days is contained in the Rules of the Fund.

                          PART B: CONTRACT AND PREMIUMS

24. THE CONTRACT.  The Contract  (including  this  Certificate)  constitutes the
entire contract between CREF and the Contractholder,  and the provisions therein
alone will  govern  with  respect to the rights  and  obligations  of CREF,  the
Contractholder,  and you. The payment of Premiums by the  Contractholder to CREF
is the consideration for the Contract.  The 





<PAGE>

Contract may be amended by agreement of CREF and the Contractholder  without the
consent of you or any other  person,  provided  that such change does not reduce
the number of your  Accumulation  Units or the number of Annuity Units purchased
for you under the Contract up to that time. Any endorsement or amendment of this
Certificate, or waiver of any of its provisions will be valid only if in writing
and signed by an  Executive  Officer or  Registrar  of CREF.  All  Premiums  and
Benefits  are  payable at CREF's  home  office in New York,  NY.  Nothing in the
Contract  invalidates  or impairs any right  granted to you by law or under this
Certificate.

25.  PREMIUMS.  All Premiums on your behalf must be remitted  under the terms of
your  Employer's Tax Deferred  Annuity Plan. We have issued this  Certificate in
consideration  of  Premiums  paid on your  behalf.  Premiums  may be paid in any
amount and at any  frequency,  in accordance  with your  Employer's Tax Deferred
Annuity Plan.  Premiums will be credited to your  Certificate  as of the date on
which they are  received.  CREF will  accept  Premiums  on your  behalf any time
before the Annuity  Starting  Date or your prior  death;  however  CREF may stop
accepting Premiums under the Contract at any time.
         You may  allocate any whole  number  percentage  of a Premium to a CREF
Account. CREF will credit your Premiums among the Accounts according to the most
recent  instructions  CREF has received  from you.  Your right to allocate  such
Premiums to the Bond Market Account,  to the Social Choice  Account,  and to any
future  CREF  Account  may be  limited  under the terms of your  Employer's  Tax
Deferred  Annuity Plan. If no allocation  instructions  have been received,  all
Premiums will be allocated to the Money Market Account.

26. UNCONDITIONAL PROTECTION AGAINST LAPSE OR FORFEITURE.  Your rights under the
Contract  will not lapse  after the first  Premium  has been paid.  If  Premiums
cease,   you  will  continue  to  own  all  benefits  to  be  derived  from  the
Accumulation.

                           PART C: YOUR INCOME BENEFIT

27.  CHANGING YOUR ANNUITY  STARTING DATE.  You may change the Annuity  Starting
Date at any time  before you start to receive  your Income  Benefit,  by written
notice to CREF as explained  in Section 49. You may change the Annuity  Starting
Date,  subject to the Federal tax law  restrictions  described in Section 47, to
the first of any month after the change, but not to a month later than the April
first of the calendar  year  following the calendar year in which you attain age
70  1/2.  If you  have  not  chosen  an  Annuity  Starting  Date  prior  to your
sixty-fifth  birthday,  you will be deemed to have chosen the first of the month
following that birthday.

28. STARTING YOUR INCOME  BENEFIT.  Payment of your Income Benefit will begin as
of the Annuity Starting Date you have chosen, if you are then living and:



<PAGE>

         A) you have chosen one of the Income Options set forth in Section 29;
         B) if you choose an Income Option that pays a lifetime income,  we have
         received  due  proof  of  your  age  and,  if  you  choose  a  Survivor
         Unit-Annuity Option, the age of your Second Participant; and 
         C) if your Accumulation is subject to the ERISA requirements described
         in Part G, and
                  (1)  you  are   married   and  have  not   chosen  a  Survivor
                  Unit-Annuity Option with your spouse as Second Participant, we
                  have  received  a Waiver of  Spouse's  Rights;  or 
                  (2) we have received proof that you are not married.

         If the  requirements  of this  Section  have not been  completed by the
Annuity  Starting  Date you have  chosen,  the  Annuity  Starting  Date  will be
deferred to the first of the month after the  requirements  have been completed,
or if earlier,  to the April first of the calendar  year  following the calendar
year in which you attain age 70 1/2.

29. INCOME  OPTIONS are the ways in which you may have your Income  Benefit paid
to you. Any time before the Annuity  Starting Date you may choose the Option you
want. You may change your choice any time before payments  begin,  but once they
have begun no change can be made.  Any choice of Option or change of such choice
must be made by written notice to CREF as explained in Section 49. Your right to
elect an option or change  such  election  may be  limited  in  accordance  with
Section 54. The value of your  Accumulation will be the consideration for a CREF
individual  pay-out  annuity  certificate  providing  benefits  under the Income
Option you choose.
         If your  Accumulation  is subject to ERISA,  then your choice of Income
Option is subject to the right of your spouse,  if any, to benefits as explained
in Part G.
     The following are the Income Options from which you may choose. All of them
provide an income for you,  some provide  that  payments  will  continue for the
lifetime of a Second Participant and some provide that payments will continue in
any event  during a  guaranteed  or fixed period as explained in Section 30. The
monthly amount paid to you or a surviving Second Participant depends on which of
these Options you choose:

         SINGLE LIFE UNIT-ANNUITY. A payment will be made to you each  month  as
         long as  you  live.  All payments will cease at your death. This Option
         provides nothing for anyone after your death.

         LIFE UNIT-ANNUITY WITH 10-, 15- OR 20-YEAR GUARANTEED PERIOD. A payment
         will be made to you each  month as long as you live.  If you die before
         the end of the guaranteed period you have chosen,  the monthly payments
         will continue to the end of that period.

         UNIT-ANNUITY  FOR A FIXED  PERIOD.  A payment  will be made to you each
         month for a fixed  period  of not less  than five nor more than  thirty
         years, as chosen.  At the end of the period chosen no further  payments
         will be made.  If you die  before  the end of the  period  chosen,  the
         monthly payments will continue to the end of that period.




<PAGE>

         SURVIVOR  UNIT-ANNUITY  OPTIONS.  Under each of the following Options a
         payment  will be made to you each  month for as long as you  live,  and
         will be continued for life to the Second  Participant you have named if
         he or she survives you.  After payments  begin,  you cannot change your
         choice of Second Participant.

                  FULL BENEFIT TO SURVIVOR WITH OR WITHOUT A 10-, 15- OR 20-YEAR
                  GUARANTEED  PERIOD.  At the death of either you or your Second
                  Participant the monthly payments that continue to the survivor
                  will be based on the full  number of Annuity  Units that would
                  have been paid if both had lived.  If you choose a  guaranteed
                  period and you and your Second Participant both die before the
                  end of the period chosen,  the monthly  payments will be based
                  on the full number of Annuity  Units that would have been paid
                  if both had lived,  and will continue to be paid to the end of
                  that  period.  If you do not  choose a  guaranteed  period all
                  payments  will cease at the death of the last  survivor of you
                  and the Second Participant.

                  TWO-THIRDS  BENEFIT TO SURVIVOR  WITH OR WITHOUT A 10-, 15- OR
                  20-YEAR  GUARANTEED PERIOD. At the death of either you or your
                  Second  Participant the monthly  payments that continue to the
                  survivor  will be based on two-thirds of the number of Annuity
                  Units  that  would  have been paid if both had  lived.  If you
                  choose a guaranteed period and you and your Second Participant
                  both die  before  the end of the period  chosen,  the  monthly
                  payments  will be based on two-thirds of the number of Annuity
                  Units that  would  have been paid if both had lived,  and will
                  continue to be paid to the end of that  period.  If you do not
                  choose a  guaranteed  period  all  payments  will cease at the
                  death of the last survivor of you and the Second Participant.

                  HALF BENEFIT TO SECOND  PARTICIPANT WITH OR WITHOUT A 10-, 15-
                  OR 20-YEAR GUARANTEED PERIOD. Monthly income equal to the full
                  number of Annuity  Units will continue as long as you live. If
                  your Second  Participant  survives  you, the monthly  payments
                  that  continue will be based on one-half the number of Annuity
                  Units that you would have  received  if you had lived.  If you
                  choose a guaranteed period and you and your Second Participant
                  both die  before  the end of the period  chosen,  the  monthly
                  payments  will be based on  one-half  of the number of Annuity
                  Units that  would  have been paid if you had  lived,  and will
                  continue to be paid to the end of that  period.  If you do not
                  choose a  guaranteed  period  all  payments  will cease at the
                  death of the last survivor of you and the Second Participant.



<PAGE>




    AUTOMATIC ELECTION PROVISION.  If on the Annuity Starting Date determined in
accordance  with Sections 27 and 28, you have not chosen an Income  Option,  you
will be deemed to have chosen the "Life  Unit-Annuity  with  10-Year  Guaranteed
Period"  Option  if  you  are  then  single,  or the  "Half  Benefit  to  Second
Participant with 10-Year  Guaranteed Period" Survivor  Unit-Annuity  Option with
your spouse as Second Participant if you are then married.

30. PAYMENTS TO THE END OF A GUARANTEED OR FIXED PERIOD.  At the time you choose
an Income Option,  you name the person or persons to receive these payments,  as
explained  in Section  49. You may later  change the named  persons  and, if you
choose a Survivor Unit-Annuity, your surviving Second Participant may change the
named persons after your death unless you direct otherwise.
     At the death of the last survivor of you and your Second Participant before
the end of a guaranteed period under one of the Survivor  Unit-Annuity  Options,
or at your death before the end of a guaranteed or fixed period under one of the
other  Income  Options,  the  monthly  payments  due  for the  remainder  of the
guaranteed  or fixed  period will  continue to the  surviving  person or persons
named to receive them.  The Commuted  Value of these payments may be paid in one
sum unless we are directed otherwise.
         If no one has been named to  receive  these  payments,  or if no one so
named is then living,  the Commuted Value will be paid to your estate or, if you
chose a Survivor  Unit-Annuity Option, to the estate of the last survivor of you
and your Second Participant.
     If a person  receiving these payments dies before the end of the guaranteed
or fixed period,  the Commuted  Value of any payments still due that person will
be paid to any other surviving  person or persons named to receive it. If no one
so named is then living,  the  Commuted  Value will be paid to the estate of the
last person who was receiving these payments.

31. The NUMBER OF ANNUITY UNITS in each Account under your  certificate  will be
determined as of the Annuity  Starting Date, in accordance with the Rules of the
Fund, on the basis of:
        A) the value of your  Accumulation  Units in that  Account  under  your
        Certificate  at that time; 
        B) the Income  Option you choose;  
        C) if you choose an Income Option that pays a lifetime income, your age;
        D) if you choose a Survivor  Unit-Annuity  Option, your Second  
        Participant's age; and
        E) the value of that Account's Annuity Unit at that time.

         If your initial  Income  Benefit  would be less than $25 a month,  CREF
will  have the right to change to  quarterly,  semi-annual  or annual  payments,
whichever  will  result in an initial  payment  of $25 or more and the  shortest
interval between payments.


<PAGE>


                              PART D: DEATH BENEFIT

32. PAYMENT OF THE DEATH BENEFIT.  If you die before the Annuity  Starting Date,
CREF will pay the Death Benefit to your Beneficiary  under one of the Methods of
Payment set forth in Section 35. You may choose the Method  during your lifetime
by written  notice to CREF, as explained in Section 49. If you do not so choose,
your  Beneficiary  will  make the  choice  when he or she  becomes  entitled  to
payments.  You may change the Method at any time before  payments  begin.  After
your  death,  your  Beneficiary  may change the Method  chosen by you, if you so
provide.  Any choice of Method or change of such  choice must be made by written
notice to CREF, as explained in Section 49.
         Payment  of the Death  Benefit  under one of the  Methods  set forth in
Section 35 will start as of the first day of the month after we have received:
         A) due proof of your death;
         B) the  choice of a Method of Payment  set forth in Section  35; and
         C) due proof of the Beneficiary's age if the Method chosen pays a 
            lifetime income.

33.  NAMING YOUR  BENEFICIARY.  Beneficiaries  are persons you name,  by written
notice to CREF as explained  in Section 49, to receive the Death  Benefit if you
die before the Annuity  Starting  Date. You may designate  different  classes of
beneficiaries, such as primary (first) and contingent (secondary). These classes
set the order of payment.  If a class  contains more than one person,  the Death
Benefit  will be paid to the then living  persons in the class in equal  shares,
unless you  provide  otherwise.  For  example,  if you die  before  the  Annuity
Starting Date, having named your spouse as primary Beneficiary and "children" as
equal contingent  Beneficiaries,  your spouse would receive the Death Benefit if
he or she  survived  you.  But if your  spouse did not  survive  you,  then your
surviving children would receive the Death Benefit in equal shares.

     The  terms  "children"  or "my  children"  may be used  to name a class  of
beneficiaries, either primary or contingent. Unless you specify otherwise, these
terms will mean all children born of your marriage or marriages and any children
legally adopted by you. The term "children" also has the same inclusive  meaning
when used to name as beneficiaries the children of your spouse,  child,  brother
or sister.
         If you name your estate as Beneficiary, or if none of the Beneficiaries
you have named is alive at the time of your  death,  the Death  Benefit  will be
paid to your estate in one sum.
         If your  Accumulation  is subject  to ERISA,  then your right to name a
Beneficiary  for the Death  Benefit is subject to the right of your  spouse,  if
any, to benefits as described in Part G.
         If you die prior to the  Annuity  Starting  Date never  having  named a
Beneficiary,  your  estate  and  your  surviving  spouse,  if  any,  become  the
Beneficiaries as follows:
         A) if you leave no surviving spouse,  the Death Benefit will be paid to
         your estate in one sum; 
         B) if you leave a surviving spouse, your spouse will receive a benefit,
         payable  under one of the Methods of Payment,  which  is  the actuarial
         equivalent as of the date Death Benefit payments are paid  or  begin of
         one-half of your Accumulation,  with the remainder of your Accumulation
         being paid to your estate in one sum.



<PAGE>




34. CHANGING YOUR BENEFICIARY.  At any time before the Annuity Starting Date you
may change your Beneficiary or add or delete Beneficiaries, by written notice to
CREF as explained in Section 49,  subject to the rights of your spouse,  if any,
as described in Part G.

35. METHODS OF PAYMENT. The Death Benefit will be paid to your Beneficiary under
one of the Methods shown below.  For all Methods except  Single-sum and Transfer
to a TIAA Pay-out  Contract,  the Death Benefit will be the  consideration for a
CREF  individual  pay-out  certificate  providing  benefits  under the Method of
Payment  chosen.  Each of the Methods of Payment,  other than the Single-sum and
Transfer to a TIAA Pay-out Contract, is available in either the Stock Account or
the Money Market Account.
         The  distribution of the Death Benefit under any Method of Payment must
be made over the  lifetime  of your  Beneficiary  or over a period not to exceed
your  Beneficiary's  life expectancy.  The Death Benefit must be applied under a
chosen  Method of Payment  within one year of the date of your death;  otherwise
payments  will be made to your  Beneficiary  beginning  on the  first day of the
month in which the first  anniversary  of your date of death  occurs,  under the
Unit- Annuity for a Fixed Period Method for a period of five years with payments
made annually.

         SINGLE-SUM PAYMENT. The Death Benefit will be paid to your Beneficiary
         in one sum.

         SINGLE LIFE  UNIT-ANNUITY.  A payment will be made to your  Beneficiary
         each month for life. All payments will cease at his or her death.  This
         Method provides nothing for anyone after the death of your Beneficiary.

         LIFE UNIT-ANNUITY WITH 10-, 15- OR 20-YEAR GUARANTEED PERIOD. A payment
         will be made to your Beneficiary each month for life. If he or she dies
         before the end of the guaranteed  period chosen,  the monthly  payments
         will continue to the end of that period as explained in Section 36.

         UNIT-ANNUITY  FOR A  FIXED  PERIOD.  A  payment  will  be  made to your
         Beneficiary  each  month  for a fixed  period of not less than five nor
         more than thirty years, as chosen.  At the end of the period chosen the
         entire Death  Benefit  will have been paid out and no further  payments
         will be made.  If your  Beneficiary  dies  before the end of the period
         chosen, the monthly payments will continue to the end of that period as
         explained in Section 36.

         UNIT DEPOSIT.  CREF will hold your Beneficiary's  Accumulation Units on
         deposit  for a chosen  period of not less than two nor more than thirty
         years. No periodic  payments will be made under this Method. At the end
         of the  period  chosen,  CREF  will  make a  one-sum  payment  to  your
         Beneficiary. This one-sum payment will be the then-current value of all
         Accumulation  Units  held  by  CREF  for  your  Beneficiary.   If  your
         Beneficiary  dies while any part of the Death  Benefit is held by CREF,
         that amount will be payable as explained in Section 36.



<PAGE>

                   The value of the Death Benefit  placed under this Method must
          be at least $5,000.

         TRANSFER TO A TIAA  PAY-OUT  CONTRACT.  CREF will pay to TIAA the Death
         Benefit  for the  purchase  of a  pay-out  annuity  on the  life of the
         Beneficiary,  or a pay-out  annuity for a fixed period of not less than
         two nor more than thirty years, or an Interest  Payments contract for a
         chosen  period  of not less than two nor more than  thirty  years.  The
         Premium  and  pay-out  rates  for the TIAA  contract  will be the rates
         applying to such  transfers at that time;  the  contract  will give the
         Beneficiary  the same rights as any person then being  issued a similar
         TIAA contract.

                   The value of a Death  Benefit  transferred  under this Method
must be at least $5,000.

         If any Method chosen,  except Unit Deposit,  would result in an initial
payment  of less than $25 a month,  CREF will have the right to require a change
in choice that will result in an initial payment of not less than $25 a month.

36. PAYMENTS AFTER THE DEATH OF A BENEFICIARY. Any monthly payments still due at
the  death of your  Beneficiary  during a  guaranteed  or fixed  period  will be
continued to the person or persons named by you or your  Beneficiary  to receive
them, by written  notice to CREF as explained in Section 49. The Commuted  Value
of these payments may be paid in one sum unless we are directed otherwise.
     If no one has been named to receive these  payments,  or if no one so named
is living at the death of your  Beneficiary,  the Commuted Value will be paid in
one sum to your Beneficiary's estate.
     If a person  receiving these payments dies before the end of the guaranteed
or fixed period,  the Commuted  Value of any payments still due that person will
be paid to any other  person or persons  named to receive it. If no one has been
so named,  the Commuted  Value will be paid to the estate of the last person who
was receiving these payments.
     If your  Beneficiary  dies  while any  Accumulation  Units are held by CREF
under the Unit Deposit Method,  then their current value will be paid in one sum
to the person or persons you or your Beneficiary have named to receive it. If no
such  person  survives  your   Beneficiary,   the  then-current   value  of  all
Accumulation Units held on deposit will be paid in one sum to your Beneficiary's
estate.

37. The NUMBER OF ANNUITY  UNITS FOR A  BENEFICIARY  in each Account  under your
Beneficiary's  certificate  will be determined  as of the date the  Unit-Annuity
begins, in accordance with the Rules of the Fund, on the basis of:
         A) the value of your  Accumulation  Units in that  Account  under  your
         Certificate at that time; 
         B) the Method of Payment chosen for the Death Benefit;  
         C) if the Method chosen pays a lifetime income, the age of your  
         Beneficiary;  and 
         D) the value of that Account's  Annuity Unit at that time.



<PAGE>


                                PART E: TRANSFERS

38. You may TRANSFER some or all of your Accumulation  Units from a CREF Account
under your Certificate:  (a) to purchase  Accumulation Units in one of the other
CREF Accounts under your Certificate, (b) to a fixed-dollar TIAA annuity, or (c)
to a Funding Vehicle not offered by CREF or TIAA.
         Your right to transfer to the Bond Market Account, to the Social Choice
Account, to any future CREF Account,  and/or to a Funding Vehicle not offered by
TIAA or CREF,  may be limited  under the terms of your  Employer's  Tax Deferred
Annuity Plan.
         If you choose to Transfer,  we will pay your Accumulation,  or any part
         thereof not less than $1,000.  All values will be  determined as of the
         end of the Business Day in which CREF has received, in a form
         acceptable to CREF:A) your request for a Transfer; and
         B) when required by law, if your  Accumulation  is subject to the ERISA
         requirements  described in Part G, a Waiver of Spouse's Rights or proof
         that you are not married.
You may choose to defer the effective date of the Transfer until the last day of
any month following the date on which we receive the above requirements, and all
values will be determined as of the end of such effective  date. The request for
a Transfer cannot be revoked after the effective date of such Transfer.
         If you Transfer to a TIAA annuity,  you will have the same rights under
the TIAA contract as any person then being issued a similar contract.
         If all of your Accumulation  Units under your Certificate are withdrawn
as a Transfer, all obligations of CREF to you under the contract are fulfilled.
         CREF may limit Transfers to not more than twice in any calendar year.

                            PART F: LUMP-SUM BENEFITS

39. AVAILABILITY OF LUMP-SUM BENEFIT.  Before the Annuity Starting Date, you may
choose to receive a Lump-sum  Benefit from some or all of a specified  Account's
Accumulation  Units.  Any  choice of  Lump-sum  Benefit  must be made by written
notice to CREF as explained in Section 49.
         If your  Accumulation  is  subject  to ERISA,  your  right to receive a
Lump-sum  Benefit is subject to the rights of your spouse,  if any, as described
in Part G.  Federal  tax law may  restrict  distributions  before age 59 1/2, as
outlined in Section 47.
         A tax-free  rollover of your  Lump-sum  Benefit may be available to you
under the IRC and the rulings and regulations issued thereunder.



<PAGE>



40. PAYMENT OF THE LUMP-SUM BENEFIT. If you choose the Lump-sum Benefit, we will
pay your Accumulation, or any part thereof not less than $1,000. All values will
be determined as of the end of the Business Day in which CREF has received, in a
form acceptable to CREF:
         A) your request for a Lump-sum Benefit; and
         B) if your Accumulation is subject to the ERISA requirements  described
         in Part G, a  Waiver  of  Spouse's  Rights  or  proof  that you are not
         married.
You may choose to defer the  effective  date of the Lump-sum  Benefit  until the
last  day of any  month  following  the  date on  which  we  receive  the  above
requirements,  and all values will be determined as of the end of such effective
date.  The request for a Lump-sum  Benefit cannot be revoked after the effective
date of such Lump-sum Benefit.
         If all of your Accumulation  Units under your Certificate are withdrawn
as a Lump-sum  Benefit,  all  obligations  of CREF to you under the contract are
fulfilled.

                       PART G: SPOUSE'S RIGHTS TO BENEFITS

41.      SPOUSE'S RIGHT TO BENEFITS.  If A) you are married,  and B) all or part
         of your Accumulation is attributable to contributions  made under a Tax
         Deferred Annuity Plan subject to ERISA, and C) a plan  contribution has
         been paid on your behalf after August 22, 1984,
then, only to the extent required by the IRC or ERISA,  your rights to choose an
Income  Option,  name a Beneficiary  for the Death  Benefit,  receive a Lump-sum
Benefit,  or Transfer are restricted by the rights of your spouse to benefits as
follows:

         SPOUSE'S SURVIVOR RETIREMENT BENEFIT. If you are married on the Annuity
         Starting  Date,  your  Income  Benefit  must be paid  under a  Survivor
         Unit-Annuity Option with your spouse as Second Participant.

         SPOUSE'S SURVIVOR DEATH BENEFIT. If you die before the Annuity Starting
         Date and your spouse  survives you, the payment of the Death Benefit to
         your named  Beneficiary  is subject to your spouse's right to receive a
         Death Benefit of a Unit-Annuity which is the actuarial equivalent as of
         the date such Unit-Annuity begins of one-half of your Accumulation,  if
         any, attributable to contributions made under a plan subject to ERISA.

         Your  spouse  may  consent  to a waiver  of his or her  rights to these
benefits, as explained in Section 42.

42.  WAIVER OF SPOUSE'S  RIGHTS.  Your spouse must consent to a waiver of his or
her right to survivor benefits before you can choose:
         A) an Income Option other than a Survivor Unit-Annuity with your spouse
         as Second  Participant;  




<PAGE>

         B)  Beneficiaries  who are not your spouse for  more than half of the
         Death Benefit; 
         C) a Lump-sum  Benefit;  or
         D) to the extent required by law, a Transfer.
In order to waive the right to spousal  survivor  benefits we must  receive,  in
form  satisfactory to CREF, your spouse's written consent,  or verification that
your  spouse  cannot be located.  A waiver of rights  with  respect to an Income
Option may be made by you and  consented  to by your  spouse no earlier  than 90
days before the Annuity  Starting  Date. A waiver of the Survivor  Death Benefit
may not be  effective  if it is made  prior to the plan year in which you attain
age 35,  or,  if  earlier,  your  separation  from  service  of  your  Employer.
Generally, a waiver of rights with respect to the portion of the Accumulation to
be used for a Lump-sum  Benefit or Transfer  may be made no earlier than 90 days
before the effective date of such Lump-sum Benefit or Transfer.
         Verification   of  your  marital  status  may  be  required,   in  form
satisfactory  to CREF,  for  purposes of  establishing  your  spouse's  right to
benefits or a waiver of these  rights.  You may revoke a waiver of your spouse's
rights to benefits at any time during your lifetime.  Your spouse may not revoke
a consent after the consent has been given.

                           PART H: GENERAL PROVISIONS

43. REPORT OF  ACCUMULATION.  Once each year until the Annuity Starting Date, we
will mail you a report for the calendar year just ended.  It will show the value
of your Accumulation as of the end of the year.

44. NO  ASSIGNMENT.  Neither  you nor any other  person may assign,  pledge,  or
transfer ownership of this Certificate or any benefits, nor transfer any of your
duties, under the terms of the Contract.  Any such action will be void and of no
effect.

45. NO LOANS.  The  Contract  does not  provide  for  loans.  You may,  however,
transfer your Accumulation to TIAA, where loans may be available, subject to the
terms of your Employer's Tax Deferred Annuity Plan.

46. PROTECTION AGAINST CLAIMS OF CREDITORS.  The benefits and rights accruing to
you or any other  person  under  the  Contract  are  exempt  from the  claims of
creditors  or  legal  process  to the  fullest  extent  permitted  by law.  This
protection  is  contained  in the statute of the State of New York  establishing
CREF.

47. RESTRICTIONS ON ELECTIVE DEFERRALS.  This Certificate is designed to be part
of a tax-deferred  group annuity contract as specified under IRC Section 403(b).
IRC Section  403(b)  prohibits  the  distribution  of the portion,  if any, of a
participant's accumulation equal to:
         A) amounts  attributable to funds  transferred from a custodial account
         established under IRC Section 403(b)(7);  plus



<PAGE>
 
         B) amounts  attributable to  premiums  paid to an IRC  Section  403(b)
         (1) annuity  contract  as
         elective  deferrals  under a salary  reduction  agreement  (within  the
         meaning of IRC Section  403(b)(11) ); less 
         C) the value, if any, of the
         amounts described in B) determined as of December 31, 1988;
until the participant:

         (1) attains age 59 1/2;
         (2)  separates  from  service  of the  employer  under  whose  plan the
         aforementioned portion is attributable;  (3) dies; (4) becomes disabled
         within the meaning of IRC Section 72(m)(7); or (5) encounters financial
         "hardship" within the meaning of IRC Section 403(b).

         In the case of hardship,  IRC Section 403(b) requires that any earnings
credited after December 31, 1988 and, in addition any  contributions  paid after
December 31, 1988 to a custodial account established under IRC Section 403(b)(7)
that are not elective deferrals under a salary reduction agreement,  will not be
available for distribution.
         Any request for an early  withdrawal due to disability or hardship must
be submitted with evidence of the  disability or hardship on forms  satisfactory
to CREF and not inconsistent with applicable law.

48.  NON-FORFEITURE OF BENEFITS.  Amounts payable under the Contract will not be
less than the  minimum  required  as of the Date of Issue by any  statute of the
State or other  jurisdiction in which the Contract is issued.  Your Accumulation
and any benefits purchased cannot be forfeited under the Contract.

49.  PROCEDURE FOR ELECTIONS AND CHANGES.  An election or change may be made, in
accordance with the terms of your Certificate, by written notice satisfactory to
CREF.  No such notice will take effect unless it is received by CREF at its home
office in New York,  NY. Any  notice of change in  Beneficiary  or other  person
named to receive payments will take effect as of the date it was signed, whether
or not the signer is living at the time we receive  it.  Any other  notice  will
take  effect as of the date it is  received.  Any  action  taken by CREF in good
faith before receiving the notice will not subject CREF to liability even though
our acts were contrary to what was stated in the notice.

50. PAYMENT TO AN ESTATE,  GUARDIAN,  TRUSTEE,  ETC. CREF may pay in one sum the
Commuted Value of any benefits due an estate, corporation,  partnership, trustee
or other entity not a natural person.  CREF will not be responsible for the acts
of or any neglect by any executor,  trustee,  guardian,  or other third party to
whom payment is made.

51.  SERVICE OF  PROCESS  UPON CREF.  We will  accept  service of process in any
action or suit against us on the Contract in any court of competent jurisdiction
in the United  States,  Puerto Rico or Canada  provided such process is properly
made.  We will also accept such  process  sent to us by  registered  mail if the
plaintiff is a resident of the state, district,  territory, or province in which
the action or suit is brought.  This  Section  does not waive any of our rights,
including the right to remove such action or suit to another court.




<PAGE>



52. BENEFITS BASED ON INCORRECT DATA. If the amount of benefits is determined by
data as to a person's age or any other factor that is  incorrect,  benefits will
be  recalculated  on the  basis of the  correct  data.  If any  overpayments  or
underpayments  have been made by CREF,  adjustments  will be made in  accordance
with the Rules of the Fund.

53. PROOF OF SURVIVAL.  CREF may require satisfactory proof that anyone named to
receive  benefits  under  the  terms  of the  Contract  is alive on the date any
benefit  payment  is due.  If this  proof is not  received  after  requested  in
writing,  CREF will  have the  right to make  reduced  payments  or to  withhold
payments entirely until such proof is received. If under a Survivor Unit-Annuity
Option  CREF  has  overpaid  benefits  because  of a death  of which we were not
notified,  subsequent  payments will be reduced or withheld  until the amount of
the overpayment has been recovered.

54. COMPLIANCE WITH LAWS AND REGULATIONS.  CREF will administer the Contract and
this Certificate to comply with all laws and regulations pertaining to the terms
and conditions of the Contract and this Certificate. If the Contract and/or this
Certificate  conflict as of the Date of Issue with any  applicable  state law or
regulation, such law or regulation will prevail.

         The choice of Income  Option,  Annuity  Starting  Date,  Beneficiary or
Second Participant, Method of Payment of the Death Benefit, and the availability
of Lump-sum  Benefits and Transfers as set forth in the  Certificate are subject
to  the  applicable  restrictions,  distribution  requirements,  and  incidental
benefit  requirements  of ERISA and the IRC,  and any  rulings  and  regulations
issued under ERISA and the IRC.

55.  CORRESPONDENCE  AND REQUESTS FOR BENEFITS.  No notice,  application,  form,
Premium  payment or request  for  benefits  will be deemed to be  received by us
unless it is  received  at our home  office in New York,  NY. All  Premiums  and
benefits are payable at our home office in New York, NY. Any questions about the
Contract or this Certificate,  or inquiries about our service should be directed
to us at our home office address:

                                      CREF
                                730 Third Avenue
                               New York, NY 10017.



                  ELECTION TO PARTICIPATE IN THE TIAA AND CREF
                             GROUP RETIREMENT TRUSTS


     ___________________________,  pursuant to its Retirement Plan as amended or
adopted  by its  Board  of  Trustees  on_______,  a copy of which  plan  will be
forwarded when  approved,  does hereby elect to participate in the TIAA and CREF
Group Retirement Trusts and, further, does agree to the following:

         Contributions for the Retirement Plan, commencing on _________________,
will be remitted by us to TIAA and CREF, which shall apply them as premiums to
Group Retirement Annuities issued by TIAA and CREF to the Trusts.

         We will remit only Retirement Plan premium contributions for
application to the Group Retirement Annuities.

         Benefits will be provided by the Group Retirement Annuities to
participating employees and their beneficiaries.

         This election is made in accordance with the terms of the TIAA and CREF
Group Retirement Trust agreements and is subject to their provisions.

         Our Retirement Plan qualifies under Section 403(a), 401(a), or 403(b)
of the Internal Revenue Code.

     Our  Retirement  Plan  provides  that the Lump Sum Benefit  available  to a
terminating   employee  is  ___%  of  the   Accumulation   attributable  to  all
contributions made on the employee's behalf.

  Dated:
        -------                              -----------------------------------
                                                     (Name of Institution)

                                             By: 
                                                 -------------------------------
                                                             (Name)

                                                 -------------------------------
                                                            (Title)

         TIAA-CREF hereby consents to the participation of ____________________
in the TIAA and CREF Group Retirement Trusts, this _____________day of ________,
19__.

- -------------------------
         (Name)

- -------------------------
         (Title)


<PAGE>



                           CREF GROUP RETIREMENT TRUST

                 AGREEMENT, by and between College Retirement Equities Fund
(hereinafter referred to as "CREF") and United States Trust Company of New York
(hereinafter the "Trustee") establishing the CREF Group Retirement Trust. This
agreement is effective as of the date of execution herein.

                 (Section)PURPOSE. The purpose of the Trust is to aid and
strengthen nonproprietary and nonprofit-making colleges, universities and other
institutions engaged primarily in education or research by providing retirement
annuities suited to the needs of such institutions and of the teachers and other
persons employed by them for the benefit of, and on terms as advantageous to,
such institutions and their employees as shall be practicable, without profit to
CREF or its stockholders.

                 (Section)2. DEFINITIONS.

                 a) "Eligible Institution." An institution is eligible to
participate in this trust only if it is eligible to participate in the TIAA-CREF
system. Eligibility for TIAA-CREF is subject to the eligibility rules of
TIAA-CREF then in effect. Generally, these rules require that an institution be:
1.) organized or incorporated in the United States, 2.) nonproprietary and
nonprofit-making, whether publicly or privately supported, 3.) if privately
supported, has received a ruling from the Internal Revenue Service that it is
exempt from federal income taxes as an organization described in Section
501(c)(3) of the Internal Revenue Code of


<PAGE>


1954 or any predecessor of this section under prior law [an institution will be
provisionally eligible if it has pending a valid application for 501(c)(3)
status] and 4.) either offers a regular course of instruction as its primary
purpose or conducts research or serves or supports education or research as its
primary purpose or is ancillary to an institution with such primary purposes.
The foregoing shall include, but not be limited to, colleges, universities,
independent schools, research organizations, libraries, museums and educational
associations. It shall not, however, include an institution which is either a
public school below the college level or a private foundation as defined in
Section 509 of the Internal Revenue Code.

                 b) "Employer." An Eligible Institution participating in this
Trust in accordance with Section 4 of this trust agreement.

                 c) "Participant." An employee of an Employer on whose behalf
Contributions are remitted by such Employer under its Retirement Plan in
accordance with Section 5 of this trust agreement.

                 d) "Retirement Plan." A defined contribution retirement plan
qualifying under Section 403(a) of the Internal Revenue Code or providing for
the purchase of annuity contracts that qualify under Section 403(b) of such
Code. The plan must require periodic contributions by an Employer and may
require contributions by Participants through payroll withholding or, for a
Section 403(b) plan, through a Salary Reduction Agreement.

                 e) "Salary Reduction Agreement." An agreement between an
Employer and a Participant whereby the Participant reduces his or her salary

                                      -2-


<PAGE>



or forgoes an increase in salary as described in S1.403(b)-l(b)(3) of the
Federal Income Tax Regulations.

                 f) "Contributor." A payment to be applied to the Contract as a
premium remitted by an Employer under a Retirement Plan in accordance with
(Section)5 of this trust agreement.

                 (Section)3. THE CONTRACT. CREF will issue to the Trustee a
Group Retirement Annuity contract (The "Contract") to provide annuity benefits
for enrolled Participants. The provisions of the Contract and the certificates
issued thereunder will govern the rights, responsibilities and obligations of
CREF and participants.

                 (Section)4. PARTICIPATION IN THE TRUST. To participate in this
Trust an eligible institution must: a) obtain the written consent of CREF to do
so; b) submit documents required by CREF for participation and c) remit
Contributions as required by (Section)5 of this trust agreement.

                 (Section)5. CONTRIBUTIONS. An Employer shall remit Retirement
Plan Contributions to CREF, which shall apply such Contributions to the Contract
as premiums. Such Contributions shall be remitted in the form and manner
specified by CREF.

                 (Section)6. PROTECTION AGAINST CLAIMS OF CREDITORS AND
PROHIBITION OF ASSIGNMENT. The interest, rights and benefits of any person which
may be derived from this Trust are exempt from claims of creditors and all legal
process. Such interest, rights and benefits may not be assigned, pledged or
transferred and any attempt to do so will be void and of no effect.


                                       -3-


<PAGE>



                 (Section)7. POWERS, RIGHTS AND DUTIES OF TRUSTEE. Subject to
the provisions of (Section)8, the Trustee shall have the following powers and
rights with respect to the Trust in addition to those vested in it elsewhere in
this trust agreement or by law:

                 a) To enter into a Group Retirement Annuity Contract and
amendments thereof with CREF and to exercise any rights that exist for the
Contract Holder thereof.

                 b) To institute, maintain or defend any litigation appropriate
or necessary in connection with the Trust, except that the Trustee shall not be
obligated or required to do so unless it has been or shall be indemnified by
CREF to its satisfaction against all expenses and liabilities sustained or
anticipated by reason thereof.

                 c) To pay any taxes or fees incurred or assessed with respect
to the Trust, subject to the provisions of (Section)9.

                 d) To delegate powers in connection with the administration of
the Trust to CREF.

                 e) To settle, compromise or abandon any claims or demands in
favor of or against the Trust, but only with the prior written consent of CREF.


                 f) To perform any and all other acts as may in its judgment be
necessary or appropriate to fulfill its responsibilities under this trust
agreement.


                 g) To deal with CREF in accordance with the terms of the
Contract issued to it and in such manner as the Trustee and CREF shall agree,
without the consent of any other person or persons interested in the Trust.


                 (Section)8. RESPONSIBILITY OF TRUSTEE. The Trustee shall have
no responsibility for the validity or effect of the Contract issued to it by
CREF, for the eligibility of any institution or Participant to participate


                                      -4-


<PAGE>


in the Trust, for the validity or acceptability of any Contributions or for the
compliance of any Retirement Plan or Salary Reduction Agreement with any
applicable provision of law. The Trustee shall have no responsibility for the
administration of any Retirement Plan or Salary Reduction Agreement and its sole
responsibility to Participants shall be to act as Contract Holder of the
Contract.

                 The Trustee shall not be liable for any Contributions. CREF
shall be solely responsible for providing benefits to participants and their
beneficiaries. The Trustee shall not be liable for any payment made to or
benefit claimed by any Participant or for the acts or omissions of CREF with
respect to the administration of the contract. The Trustee shall not be liable
with respect to any act or acts which it may perform on the express written
instructions of CREF, and CREF shall indemnify and save the Trustee harmless
with respect to all claims that may arise as a result of its compliance with
such instructions.

                 (Section)9. COMPENSATION OF TRUSTEE AND REIMBURSEMENT OF
EXPENSES. CREF shall pay the Trustee the compensation from time to time agreed
upon by the Trustee and CREF, and shall reimburse the Trustee for all reasonable
expenses (including taxes and fees) incurred in connection with the
administration and operation of the Trust.

                 (Section)10. PRESUMPTION OF PROPRIETY OF TRUSTEE'S ACTS. Any
party dealing with the Trustee may conclusively presume that the Trustee is
acting in accordance with the provisions of this Trust and shall not be obliged
to take cognizance of such provisions or to inquire into the propriety of any
act of the Trustee.

                 (Section)11. SUCCESSOR TRUSTEES. The Trustee may resign on 60
days' advance written notice to CREF and CREF may remove the Trustee with or


                                       -5-


<PAGE>


without cause on 60 days' advance written notice to the Trustee. In any such
event, CREF may appoint a successor Trustee and, upon such appointment and the
acceptance thereof by the successor Trustee, the predecessor Trustee shall
promptly assign the Contract to the successor Trustee, establishing it as the
Contract Holder thereof, and furnish to the successor Trustee an account of its
administration. The predecessor Trustee shall execute any documents and do any
acts necessary to record the appointment of the successor Trustee. Each
successor Trustee shall have all the powers, rights and duties conferred by this
trust agreement as if originally named Trustee. No successor Trustee shall be
liable for any act or failure to act of a predecessor Trustee.

                 (Section)12. SUCCESSORS IN INTEREST OF TRUSTEE. This trust
agreement shall be binding upon the successors and assigns of the Trustee. Any
corporation which shall, by merger, consolidation, purchase or otherwise,
succeed to substantially all of the trust business of a corporation acting as
Trustee shall, upon such succession, and without appointment or other action by
any person, be and become a successor Trustee hereunder.

                 (Section)13. TRUST CREATED FOR EXCLUSIVE BENEFIT OF
PARTICIPANTS. This Trust is intended to implement the Retirement Plans of
Employers. No part of the Trust may be used for or diverted to purposes other
than for the exclusive benefit of Participants covered by such plans and their
beneficiaries. Benefits purchased under the Contract cannot be forfeited.

                 (Section)14. PARTIES. No person other than CREF and the Trustee
or their lawful successors shall be or be considered a party to this trust
agreement.

                 (Section)15. ENTIRE AGREEMENT. This trust agreement shall
constitute the entire agreement between the parties, which shall not be deemed
to be


                                       -6-


<PAGE>


varied, altered or amended nor shall any provision thereof be waived except by
signed, written agreement of the parties.

                 (Section)16. SITUS. This trust agreement is created and made in
the State of New York and all questions pertaining to its validity, construction
and administration shall be determined in accordance with the laws of said
State.

                 (Section)17. TERMINATION OF CONTRIBUTIONS. Termination of
Contributions shall not cause benefits purchased under the Contract prior
thereto to be forfeited.

                 (Section)18. AMENDMENT OF THE TRUST. The trust agreement may be
amended from time to time by a signed, written supplemental agreement between
CREF and the Trustee. No amendment shall reduce benefits purchased prior
thereto.

                 (Section)19. TERMINATION OF THE TRUST. CREF may in its sole
discretion voluntarily terminate this Trust in any manner and for any reason
upon giving three months' prior written notice to Employers, Participants and
the Trustee by mail directed to their addresses then appearing on CREF's
records. The Trustee, if so directed by CREF, will assign the Trust corpus to
CREF on the effective date of termination. Termination of the Trust shall not
cause any benefits purchased under the Contract to be forfeited nor any part of
the Trust to be used for or diverted to purposes other than for the exclusive
benefit of Participants and their beneficiaries.

                 IN WITNESS WHEREOF, CREF and the Trustee have caused this


                                      -7-

<PAGE>


Trust Agreement to be executed by their respective duly authorized officers on
this ___ day of September, 1984


                                               COLLEGE RETIREMENT EQUITIES FUND


(Seal)                                        By:       RUSSELL E. BONE
                                                  --------------------------
                                                            (Name)

                                                     Executive Vice President
                                                  ------------------------------
                                                            (Title)


STATE OF NEW YORK        )
                         :  ss.:
COUNTY OF NEW YORK       )


                 On this 28th day of August, 1984, before me personally came
Russell E. Bone, to me known, who, being by me duly sworn, did depose and say
that he resides at Colonia, New Jersey, and is Executive Vice President of
College Retirement Equities Fund, the corporation described in and which
executed the foregoing instrument; that he knows the seal of said corporation;
and the seal affixed to said instrument is such corporate seal; that it was so
affixed by order of the Board of Trustees of said corporation, and that he
signed his name thereto by like order.


          MICHELLE WARREN                        MICHELLE WARREN
  NOTARY PUBLIC, State of New York       -------------------------------
           No. 60-2937525                        Notary Public
  Qualified in Westchester County
Certificate filed in New York County
  Commission Expires March 30, 1985


                                         UNITED STATES TRUST COMPANY OF NEW YORK


(Seal)                                  By      
                                            ----------------------------
                                                      (Name)

                                            -----------------------------
                                                      (Title)


STATE OF NEW YORK        )
                         :  ss.:
COUNTY OF NEW YORK       )

       On the ___th day of August, 1984, before me personally


                                      -8-


<PAGE>


came ___________________, to me known, who, being by me duly sworn, did depose 
and say that he resides at No. __________________; that he is a Vice President
of UNITED STATES TRUST COMPANY OF NEW YORK, the corporation described in and
which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by order of the Board of Trustees of said corporation,
and that he signed his name thereto by like order.


                                                     Preston F. Flores
                                                  -----------------------
                                                       Notary Public

                                                     PRESTON F. FLORES
                                             Notary Public, State of New York
   (Sealed)                              No. 43-8392125 Qual. in Richmond County
                                             Commission Expires march 30, 1986





                                      -9-


<PAGE>


                                  AMENDMENT TO
                          CREF GROUP RETIREMENT TRUST


                 AGREEMENT, by and between College Retirement Equities Fund
(hereinafter, "CREF") and United States Trust Company of New York (hereinafter,
"The Trustee") amending the CREF Group Retirement Trust. This agreement is
effective as of the date of execution herein.

                 WHEREAS, CREF and The Trustee entered into a trust agreement,
known as the CREF Group Retirement Trust, effective September 1, 1984,

                 AND WHEREAS, said Trust provides that it may be amended from
time to time,

                 AND WHEREAS, CREF and The Trustee wish to amend said Trust,

                 NOW THEREFORE, CREF and The Trustee agree that Sections 2(d)
and (e) of said Trust are hereby amended to read as follows:

                 d) "Retirement Plan." A defined contribution retirement plan
qualifying under Sections 401(a), 401(k) or 403(a) of the Internal Revenue Code,
or providing for the purchase of annuity contracts that qualify under Sec.
403(b) of such Code. Except for Sec. 401(k) plans, the plan must require
periodic contributions by an Employer and may require contributions by
Participants through payroll withholding or,


<PAGE>


                                                                          Page 2


for a Sec. 403(b) plan, through a Salary Reduction Agreement. For Sec. 401(k)
plans, a Participant may elect to make contributions through a Salary Reduction
Agreement.

                 e) "Salary Reduction Agreement." An agreement between an
Employer and a Participant whereby the Participant reduces his or her salary or
forgoes an increase in salary as provided for in the Federal income Tax
Regulations governing Sec. 401(k) plans and Sec. 403(b) annuities.

                 IN WITNESS WHEREOF, CREF and the Trustee have caused this Trust
Agreement to be executed by their respective duly authorized officers on this
______________ day of March, 1985.


                                  
                                        By      Russell E. Bone
(Seal)                                    ----------------------------
                                                    (Name)

                                          Executive Vice President
                                          -----------------------------
                                                    (Title)


                                        UNITED STATES TRUST COMPANY OF NEW YORK


                                       By
                                         -----------------------------
(Seal)                                              (Name)


                                          -----------------------------
                                                    (Title)


<PAGE>


                                                                          Page 3


STATE OF NEW YORK        )
                         :  ss.:
COUNTY OF NEW YORK       )

                 On this 18th day of March, 1985, before me personally came
Russell E. Bone, to me known, who, being by me duly sworn, did depose and say
that he resides at Skyline Ridge, Bridgetown, CT 06752, and is Executive Vice
President of College Retirement Equities Fund Association, the corporation
described in and which executed the foregoing instrument; that he knows the seal
of said corporation; and the seal affixed to said instrument is such corporate
seal; that it was so affixed by order of the Board of Trustees of said
corporation, and that he signed his name thereto by like order.


                                                   Michelle Warren
                                              --------------------------
                                                    Notary Public

                                                 MICHELLE WARREN
                                        NOTARY PUBLIC, State of New York
                                                 No.  60293762
(Notarial Seal)                         Qualified in Westchester County
                                      Certificate filed in New York County
                                       Commission Expires March 30, 1985


STATE OF NEW YORK        )
                         :  ss.:
COUNTY OF NEW YORK       )

                 on the 21st day of March, 1985, before me personally came Jack
_________________________, to me known, who, being by me duly sworn, did depose
and say that he resides at 1918 Miller Place No. ______________ Merrick, N.Y.
11566; that he is a Vice President of United States Trust Company of New York,
the corporation described in and which executed the foregoing instrument; that
he knows the seal of said corporation; that the seal affixed to said instrument
is such corporate seal; that it was so affixed by order of the Board of Trustees
of said corporation, and that he signed his name thereto by like order.


                                                Judith M. Trepanowski
                                              --------------------------
                                                    Notary Public

                                              JUDITH M. TREPANOWSKI
                                        NOTARY PUBLIC, State of New York
                                                 No. __________
(Notarial Seal)                         Qualified in Westchester County
                                          Certified in New York County
                                       Commission Expires March 30, 1986


<PAGE>


                 AMENDMENT NO. 1 TO CREF GROUP RETIREMENT TRUST

                 AGREEMENT, by and between College Retirement Equities Fund
(hereinafter referred to as "CREF") and United States Trust Company of New York
(hereinafter the "Trustee") amending the CREF Group Retirement Trust entered
into between CREF and the Trustee on September 1, 1984.

                 The following amendments are hereby made to Section 2,
Definitions:


Paragraph (a), "Eligible Institution" is amended by the addition of the phrase
"or Canada" at the end of clause (1) of the third sentence.

Paragraph (d), "Retirement Plan" is deleted and replaced by:

     (d) "Retirement Plan" A defined contribution retirement plan qualifying
     under sections 403(a) or 401(a) of the Internal Revenue Code or providing
     for the purchase of annuity contracts that qualify under section 403(b) of
     such Code or a registered pension plan within the meaning of Section 248(1)
     of the Canadian Income Tax Act.

                 IN WITNESS WHEREOF, CREF and the Trustee have caused this
Amendment to be executed by their respective duly authorized officer on this 1st
day of May, 1989.


                                              COLLEGE RETIREMENT EQUITIES FUND


                                              By       John J. McCormack
                                                 -----------------------------


STATE OF NEW YORK        )
                         :  ss.:
COUNTY OF NEW YORK       )

                 On this 1st day of May, 1989, before me personally came John J.
McCormack, to me known, who, being by me duly sworn, did depose and say that he
resides at _________________________ and is Executive Vice President of College
Retirement Equities Fund, the corporation described in and which executed the
foregoing instrument; that he knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
order of the Board of Trustees of said corporation, and that he signed his name
thereto by like order.



                                                   Michelle Warren
                                              --------------------------
                                                    Notary Public

                                                 MICHELLE WARREN
                                        NOTARY PUBLIC, State of New York
                                                 No. 602937625
(Notarial Seal)                         Qualified in Westchester County
                                      Certificate filed in New York County
                                       Commission Expires March 30, 1985

<PAGE>

                                         UNITED STATES TRUST COMPANY OF NEW YORK


                                       By     Joseph L. D'Addeuio
                                         -----------------------------
                                                    (Name)

                                                 Vice President
                                          -----------------------------
                                                    (Title)


STATE OF NEW YORK        )
                         :  ss.:
COUNTY OF NEW YORK       )

                 On the 30th day of May, 1989, before me personally came Joseph
L. D'Addeuio , to me known, who, being by me duly sworn, did depose and say that
he resides at 68-47 Hollow St., Forest Hills, NY that he is a Vice President of
UNITED STATES TRUST COMPANY OF NEW YORK, the corporation described in and which
executed the foregoing instrument; that he knows the seal of said corporation;
that the seal affixed to said instrument is such corporate seal; that it was so
affixed by order of the Board of Trustees of said corporation, and that he
signed his name thereto by like order.



                                                Judith M. Trepanowski
                                              --------------------------
                                                    Notary Public

                                              JUDITH M. TREPANOWSKI
                                        NOTARY PUBLIC, State of New York
                                                    No. 9377693
                                        Qualified in Westchester County
                                          Certified in New York County
                                       Commission Expires June 30, 1990


<PAGE>
                 AMENDMENT NO. 2 TO CREF GROUP RETIREMENT TRUST


                 AGREEMENT, by and between College Retirement Equities Fund
(hereinafter referred to as "CREF") and Chase Manhattan Bank, N.A. successor to
the United States Trust Company of New York, (hereinafter the "Trustee")
amending the CREF Group Retirement Trust entered into between CREF and the
Trustee on September 1, 1984.

                 The following amendments are hereby made to Section 2,
Definitions:

                 Paragraph (a), "Eligible Institution" is amended by the
                 deletion of the phrase "or Canada" at the end of clause (1)
                 of the third sentence.

                 Paragraph (d), "Retirement Plan" is amended by the deletion of
                 the phrase "or a registered pension plan within the meaning of
                 Section 248(a) of the Canadian Income Tax Act" at the end of
                 the first sentence.

                 IN WITNESS WHEREOF, CREF and the Trustee have caused this
Amendment to be executed by their respective duly authorized officers on this
26th day of December, 1995.


                                   COLLEGE RETIREMENT EQUITIES FUND


                                   By              C. H. Stamm
                                     -------------------------------------------
                                                      (Name)

                                      Executive Vice President & General Counsel
                                      ------------------------------------------
                                                      (Title)



STATE OF NEW YORK        )
                         :  ss.:
COUNTY OF NEW YORK       )

                 On this 26th day of December, 1995, before me personally came
C. H. Stamm, to me known, who, being by me duly sworn, did depose and say that
he resides at 12 Runkenhage Drive, Darien, CT, and is Executive V.P & General
Counsel of College Retirement Equities Fund, the corporation described in


<PAGE>


and which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by order of the Board of Trustees of said corporation,
and that he signed his name thereto by like order.



      JONAH J. APPLEBAUM                         Jonah J. Applebaum
Notary Public, State of New York           -----------------------------
         No 02AP5040660                          (Notary Public)
My Commission Expires March 20, 1997

                                        CHASE MANHATTAN BANK, N.A.


                                        By   Otis A. Sinnott, Jr.
                                          -----------------------------
                                                   (Name)

                                                 Vice President
                                          -----------------------------
                                                    (Title)


STATE OF NEW YORK        )
                         :  ss.:
COUNTY OF NEW YORK       )

                 On the 28th day of December, 1995, before me personally came
Otis A. Sinnott, Jr., to me known, who, being by me duly sworn, did depose and
say that he resides at N.Y, N.Y., and is Vice President of Chase Manhattan Bank,
N.A., the corporation described in and which executed the foregoing instrument;
that he knows the seal of said corporation; and the seal affixed to said
instrument is such corporate seal; that it was so affixed by order of the Board
of Trustees of said corporation, and that he signed his name thereto by like
order.



                                                  Lorraine M. Mazzie
                                             --------------------------
                                                     Notary Public

                                              LORRAINE M. MAZZIE
                                        Notary Public, State of New York
                                                    No. 31-4768768
                                          Qualified in New York County
                                       Commission Expires May 31, 1996


<PAGE>


                   TEACHERS INSURANCE AND ANNUITY ASSOCIATION
                                 NEW YORK, N.Y.

                       GROUP RETIREMENT ANNUITY CERTIFICATE

     CERTIFICATE      DATE OF ISSUE      DATE OF BIRTH     ANNUITY STARTING DATE
       NUMBER          MO. DAY YR.        MO. DAY YR.           MO. DAY YR.
     -----------      -------------      -------------     ---------------------

ANNUITANT



This certificate  states the rights that you, the Annuitant,  have under a Group
Retirement  Annuity Contract ("the Contract")  issued by TEACHERS  INSURANCE AND
ANNUITY  ASSOCIATION  ("TIAA") to the United  States  Trust  Company of New York
("the Contract Holder") under a trust agreement.

This page refers  briefly to some of the Contract's  features  described in your
certificate.  The next pages set forth in detail the rights and  obligations  of
both TIAA and you under  the  Contract.  PLEASE  READ  YOUR  CERTIFICATE.  IT IS
IMPORTANT.

                               GENERAL DESCRIPTION

 All premiums on your behalf must be remitted under the terms of your Employer's
Retirement Plan.

Each premium  paid to TIAA for your  annuity buys a definite  amount of lifetime
income  for  you.  If you die  before  starting  to  receive  this  income,  the
accumulated  funds will provide a benefit for your beneficiary  under one of the
methods  described in your  certificate.  The benefit amounts  purchased by each
premium are  determined  by the Rate  Schedule in effect for the Contract at the
time the premium is paid.  Benefits  over and above those  guaranteed  under the
Contract may be bought by Additional Amounts, which may be credited to you under
the Contract by TLAA from time to time.

Once each year we will report to you on the current value of your Accumulation.

When you are ready to start receiving your income,  you choose the income option
you want from among those  described  in your  certificate.  The  Payments for a
Fixed Period option is only available after  Termination of Employment,  and may
be limited  under the terms of your  Employer's  Retirement  Plan.  All  options
provide an income for you, and all but one also have some  provision for another
person to be named by you.

 You may also be permitted to choose a Lump-sum  Benefit  payment in  accordance
 with  your  Employer's   Retirement  Plan,  but  only  within  120  days  after
 Termination of Employment with your Employer.

 THIS CERTIFICATE CANNOT BE ASSIGNED NOR DOES # PROVIDE FOR LOANS.



                                                       /s/ JOHN H. BIGGS
                                                       -------------------------
                                                           John H. Biggs
                                                           Chairman and
                                                     Chief Executive Officer

- --------------------------------------------------------------------------------
G-1000.4                        INDEX ON NEXT PAGE                      ED. 3-93
TIAA GRA



<PAGE>


YOUR TIAA GROUP
RETIREMENT ANNUITY CERTIFICATE                                             INDEX
================================================================================


                              INDEX OF PROVISIONS



                                                         SECTION
Accumulation
    Definition ..........................................   1
Additional Amounts
    Definition ..........................................   2
Annuity Starting Date
    Change of ...........................................  16
    Definition ..........................................   3
Assignment
    Void and of no effect ...............................  33
Benefits Based on Incorrect Data ........................  40
Cash Surrender
    Limited benefit .....................................  35
Claims of Creditors
    Protection against ..................................  36
Commuted Value
    Definition ..........................................   9
Consideration ...........................................  13
Contract
    Consists of .........................................  13
Correspondence with TIAA ................................  42
Death Benefit ...........................................  21
    Amount of Payments ..................................  27
    Beneficiary .........................................  22
    Changing the Beneficiary ............................  23
    Definition ..........................................   6
    Methods of Payment ..................................  25
    Payments after death
    of Beneficiary ......................................  26
    Starting payments ...................................  24
Elections and Changes
    Procedure ...........................................  37
Employer
    Definition ..........................................  10
Income Benefit
    Amount of payments ..................................  20
    Definition ..........................................   4
    Options .............................................  18
    Payments during
    guaranteed period ...................................  19
    Starting payments ...................................  17
Lapse or Forfeiture
    Protection against ..................................  15
Laws and Regulations
    Compliance with .....................................  44
Loans
    No provision for ....................................  34
Lump-sum Benefit 
    Availability ........................................  28
    Definition ..........................................   7
    Payment of ..........................................  29
Payment to an Estate, Trustee, etc ......................  38
Premiums ................................................  14
    Overpayment of ......................................  43
Proof of Survival .......................................  41
Rate Schedule ...........................................  46
    Change of ...........................................  45
    Definition ..........................................   8
Report of Accumulation ..................................  32
Request for Benefits ....................................  42
Retirement Plan .........................................  12
Second Annuitant ........................................   5
Service of Process upon TIAA ............................  39
Spouse's Right to Benefits ..............................  30
    Liability of TIAA ...................................  31
Termination of Employment ...............................  11





- --------------------------------------------------------------------------------
G-1000.4
TIAA GRA                                                                ED. 3-93


<PAGE>


YOUR TIAA GROUP
RETIREMENT ANNUITY CERTIFICATE
================================================================================


                  TEACHERS INSURANCE AND ANNIJllY ASSOCLAlION



           CERTIFICATE        DATE OF        DATE OF           ANNUITY STARTING
              NUMBER           Issue          Birth                  Date
           -----------        -------        -------           ----------------



ANNUITANT


          GROUP RETIREMENT ANNUITY CONTRACT NO. - GRA-01

          Social Security Number

Employer  National Academy Of Sciences

The Contract under which this  Certificate  was issued was made and delivered in
the State of New York.  The  validity  and effect of all rights and duties under
the Contract are governed by the laws there in force.






- --------------------------------------------------------------------------------
G-1000.4                                                                  Page 3
TIAA GRA


<PAGE>


ENDORSEMENT TO YOUR TIAA GROUP
RETIREMENT ANNUITY CONTRACT
================================================================================


                   TEACHERS INSURANCE AND ANNUITY ASSOCIATION
                                     (TIAA)
                 730 Third Avenue, New York, New York 10017-3206


            ENDORSEMENT TO TIAA GROUP RETIREMENT ANNUITY CERTIFICATES
                             ISSUED ON FORM G1000.4

This  endorsement  is part of your  agreement  with  TIAA.  The  purpose  of an
endorsement  is to make changes to the  provisions of your  certificate.  Please
read this endorsement in conjunction with your certificate.

The following is added to the ADDITIONAL AMOUNTS provision:

         Additional  Amounts,  if any,  will be  credited  under a  schedule  of
         Additional  Amount rates declared by TIAA. For an Accumulation in force
         as of the  effective  date of such a schedule,  the  Additional  Amount
         rates will not be modified for a period of twelve-months  following the
         schedule's  effective date. For any premiums  received,  any Additional
         Amounts  credited,  and any  Transfers  from CREF  credited  during the
         twelve-month  period  described  in the  preceding  sentence,  TIAA may
         declare  Additional  Amounts at rates which are effective for less than
         twelve  months,  but which  remain in  effect  through  the end of such
         twelve-month period.  Thereafter,  any Additional Amount rates declared
         for such  premiums,  Additional  Amounts,  and Transfers from CREF will
         remain in effect for periods of twelve months or more.

The ANNUITY STARTING DATE provision is modified by the following:

         The  Annuity  Starting  Date is the date your  Income  Benefit  or your
         Transfer Payout Annuity  begins.  You may not start your Income Benefit
         any  earlier  than the  earliest  date  allowed  under your  Employer's
         Retirement  Plan,  nor any later  than the April  first  following  the
         calendar  year in which you reach age 70*. At any time before you begin
         to receive your Income Benefit or your Transfer Payout Annuity, you may
         change your Annuity  Starting  Date to the first of any month after the
         change,  as  described  in your  certificate,  as long as the new  date
         satisifies the preceding conditions.

A new option is added to the INCOME OPTIONS provision:

         MINIMUM DISTRIBUTION  ANNUITY. This Income Option is designed to enable
         you to meet the minimum  distribution  requirements  under  federal tax
         law. A payment will be made to you each year until your Accumulation is
         entirely  paid out, or until your prior death.  If required to meet the
         minimum distribution  requirements,  an initial payment will be made on
         the Annuity Starting Date, generally on or before the April 1 following
         the

- --------------------------------------------------------------------------------
G-1000.4                                                                 Page E1
TIAA GRA                                                                ED. 7-94


<PAGE>


ENDORSEMENT TO YOUR TIAA GROUP 
RETIREMENT ANNUITY CONTRACT
================================================================================

         calendar year in which you reach age 704. This option may not provide a
         lifetime income in all situations.

            If you die before the  Accumulation  has been  entirely  paid out, a
         death benefit equal to the remaining  Accumulation  will be paid to the
         Beneficiary you name when electing this option.

            This option is only available when you must begin  receiving  income
         in order to avoid penalties under federal tax law.

The INTEREST  PAYMENT AND RETIREMENT  ANNUITY INCOME OPTION is replaced with the
following:

         INTEREST PAYMENT AND RETIREMENT  ANNUITY. A payment will be made to you
         each  month  until you die or convert to  another  Income  Option.  The
         amount of the  payment  will be equal to the  interest  that TIAA would
         otherwise credit to your Accumulation.

            You must  convert to another  Income  Option no later than the April
         first following the calendar year in which you reach age 70 1/2.

            If you  die  before  converting,  a  Death  Benefit  equal  to  your
         Accumulation  plus any accrued  interest since the last payment will be
         paid to the Beneficiary you name when - electing this option.

            This  option is only  available  if you are at least age 55, but not
         older than age 69 1/2. The value of the Accumulation  placed under this
         option must be at least $10,000.

One new  method  is  added  to the  METHODS  OF  PAYMENT  of the  DEATH  BENEFIT
provision:

         MINIMUM  DISTRIBUTION  ANNUITY.  This  Method of Payment is designed to
         enable your Beneficiary to meet the minimum  distribution  requirements
         under  federal  tax law.  A  payment  will be made for each year that a
         distribution is required until your  Accumulation is entirely paid out,
         or until the  prior  death of your  Beneficiary.  This  method  may not
         provide a lifetime income in all situations.

            If your Beneficiary dies before your  Accumulation has been entirely
         paid out,  the  remaining  Accumulation  will be paid in one sum to the
         payee named to receive it.

A provision on TRANSFERS is added:

         TRANSFERS. You may choose to transfer your Accumulation to CREF under a
         Transfer Payout Annuity.  Annuity payments will be made over a ten year
         period to your CREF  Group  Retirement  Unit-Annuity  certificate.  The
         amount of each  annuity  payment will be  determined  as of the Annuity
         Starting Date by:

                  A) the amount of your Accumulation; and
                  B) the interest rate(s) in the Rate Schedule(s) under which
                     premiums, any Additional Amounts, and any Transfers from
                     CREF were credited.



- --------------------------------------------------------------------------------
G-994                                                                    Page E2
TIAA GRA                                                                ED. 7-94


<PAGE>


ENDORSEMENT TO YOUR TIAA GROUP
RETIREMENT ANNUITY CONTRACT
================================================================================

            Each  payment  to  CREF  is  subject  to  the  terms  of  your  CREF
         certificate  and CREF's Rules of the Fund.  Your request for a Transfer
         Payout Annuity must be made by written notice to TIAA.
               
            If you die before all annuity payments have been made, any remaining
         payments will continue to the  Beneficiary  you name when electing this
         option.  Alternatively,  a death benefit equal to the commuted value of
         any remaining annuity payments may be elected.

The following is added to the CHANGE OF RATE SCHEDULE provision:

         Any change in the interest  rate credited  before the Annuity  Starting
         Date or your prior death is subject to the minimum  rate  specified  in
         the  applicable  state  nonforfeiture  law,  if any,  or if  none,  the
         applicable  National  Association  of  Insurance   Commissioners  model
         nonforfeiture   law.   Any  change  in  the  charge  for   expenses  or
         contingencies must comply with any applicable state nonforfeiture law.

The RATE SCHEDULE provision is modified by the following:

         Transfers from CREF are credited to your certificate as of the day TIAA
         receives the funds,  which is the day  following the date the funds are
         transferred out of CREF.

                                                /s/ JOHN H. BIGGS
                                                -------------------------------
                                                    John H. Biggs
                                                    CHAIRMAN and
                                               CHIEF EXECUTIVE OF OFFICER




- --------------------------------------------------------------------------------
G-994                                                                    Page E3
TIAA GRA                                                                ED. 7-94




<PAGE>


YOUR TIAA GROUP
RETIREMENT ANNUITY CERTIFICATE                                      SECTIONS 1-8
================================================================================


                     PART A: TERMS USED IN THIS CERTIFICATE

1.   The Accumulation is equal to:
             A) all premiums paid on your behalf; plus
             B) any Additional Amounts credited to you under the Contract before
             the  Annuity  Starting  Date  or  your  prior  death;  plus  C) any
             transfers   from  CREF;   less  D)  any  charge  for  expenses  and
             contingencies set forth in the Rate Schedule; less E) the amount of
             any Lump-sum  Benefit paid,  plus any  Surrender  Charge;  plus F)
             interest credited under the terms of the Contract.

      Your Accumulation will provide the benefits described in this certificate.

2.   ADDITIONAL AMOUNTS may be credited to you under the Contract by TIAA. Those
     credited before the Annuity  Starting Date or your prior death buy benefits
     for you, above the benefits bought by premiums,  based on the Rate Schedule
     in effect when the Additional  Amount is credited.  Any Additional  Amounts
     credited  after the  Annuity  Starting  Date or your  death will be paid in
     addition  to the  Income  or Death  Benefit  then  payable.  TIAA  does not
     guarantee that there will be Additional Amounts.

3.   The  ANNUITY  STARTING  DATE shown on Page 3 is the date your  income is to
     begin. The date may be changed as explained in Sections 16 and 17.

4.   The INCOME  BENEFIT is the monthly  amount  payable to you under one of the
     options  set forth in Part C. These  payments  will first be payable on the
     Annuity Starting Date.

5.   The SECOND  ANNUITANT is the person you name, when starting to receive your
     income under a Survivor  Annuity Option,  to receive a life income if he or
     she survives  you. You may name your spouse,  or any other person  eligible
     under TIAA's practices then in effect, to be a Second Annuitant.

6.   The DEATH  BENEFIT is the current  value of your  Accumulation.  It will be
     used to pay your  beneficiary  an income under one of the methods set forth
     in Part D if you die before the Annuity Starting Date.

7.   A LUMP-SUM BENEFIT may be available to you before the Annuity Starting Date
     and  within  120 days  after  Termination  of  Employment.  The  provisions
     concerning this benefit are detailed in Part E and may be limited under the
     terms of your Employer's Retirement Plan. .

8.   The RATE SCHEDULE is the part of the Contract that sets forth the bases for
     computing  the  Accumulation,  the Income and Death  Benefits  and Lump-sum
     Benefits. TIAA may change the Rate Schedule,  after three months' notice to
     your Employer, for premiums



- --------------------------------------------------------------------------------
G-994                                                                     Page 5
TIAA GRA                                                                ED. 3-93


<PAGE>


paid,  Additional  Amounts  credited,  and  transfers  from CREF made  after the
change. No change of Rate Schedule will affect benefits bought by premiums paid,
Additional Amounts credited, or transfers from CREF made prior to the change.

9.   COMMUTED VALUE. The commuted  (discounted)  value is a one-sum payment made
     in lieu of a  series  of  payments.  It is less  than  the  total  of those
     payments,  because future  interest,  included when computing the series of
     pay  ments,  will not be earned if  payment  is to be made in one sum.

         The commuted value of future  payments  is  therefore  the sum of those
     payments  less the interest from the date of  commutation  to the date each
     payment  would  have been  made.  The same  interest  rate or rates used in
     computing  the benefit  payments  will be used to  determine  the  commuted
     value.

10.  Your EMPLOYER is the organization named on Page 3.

11.  TERMINATION OF EMPLOYMENT for the purpose of determining  the  availability
     of the Lump-sum  Benefit and the  Payments  for a Fixed Period  Option is a
     bona fide  cessation  of an  employment  relationship  with your  Employer.
     Dissolution or modification of the Retirement Plan;  changes in the name or
     affiliation  of your  Employer;  leaves of  absence,  with or without  pay;
     vacations; or other events not in fact a termination of employment will not
     be considered a Termination of Employment.

12.  A RETIREMENT PLAN is an employer's  plan,  qualifying under Section 401(a),
     403(a), or 403(b) of the Internal Revenue Code of 1986 ("IRC"), as amended,
     for providing retirement benefits for employees.

                          PART B: CONTRACT AND PREMIUMS

13.  THE CONTRACT.  The Contract is the entire contract between the parties, and
     its provisions alone will govern with respect to the rights and obligations
     of TIAA. The sole  responsibility  of the Contract  Holder is to serve as a
     party to the  Contract.  Any Employer  paying  premiums  under the Contract
     shall be deemed to accept its terms and those of the trust  agreement under
     which it has been issued.

        The  payment  of  premiums  is the consideration  for the  Contract. The
     Contract  may be  amended  by  agreement  of TIAA and the  Contract  Holder
     without the consent of any other person, provided that such change does not
     reduce any  benefit  purchased  under the  Contract  up to that  time.  Any
     endorsement  or  amendment  of  this  certificate,  waiver  of  any  of its
     provisions, or change in the Rate Schedule will be valid only if in writing
     and signed by an Executive Officer or Registrar of TIAA.

14.  PREMIUMS.  All premiums on your behalf must be remitted  under the terms of
     your  Employer's  Retirement  Plan.  We have  issued  this  certificate  in
     consideration of


- --------------------------------------------------------------------------------
G-994                                                                     Page 6
TIAA GRA                                                                ED. 3-93


<PAGE>


     premiums  paid on your  behalf.  All  premiums  and benefits are payable at
     TIAA's home office in New York, NY.  Premiums may be paid in any amount and
     at any frequency,  in accordance with your Employer's Retirement Plan. TIAA
     will accept  premiums on your behalf only if they are  remitted  before the
     Annuity Starting Date or your prior death.  TIAA reserves the right to stop
     accepting premiums under the Contract at any time.

15.  UNCONDITIONAL   PROTECTION  AGAINST  LAPSE  OR  FORFEITURe.   The  benefits
     described in your  certificate  will not lapse after the first  premium has
     been paid. If premiums  cease,  you continue to own all benefits  bought by
     premiums  paid,  any Additional  Amounts  credited,  and any transfers from
     CREF.

                           PART C: YOUR INCOME BENEFIT

16.  CHANGING YOUR ANNUITY  STARTING  DATE. Any time before you start to receive
     your Income Benefit,  you may change the Annuity Starting Date to the first
     of any month  after the date of the  change,  but not to a month later than
     April of the calendar year  following the calendar year in which you attain
     age 70*.  If prior to your  sixty-fifth  birthday  you have not  chosen  an
     Annuity  Starting  Date, you will be deemed to have chosen the first of the
     month following that birthday.

     The portion, if any, of your Accumulation equal to:

          A) amounts  attributable to funds transferred to your certificate from
             a custodial account established under IRC Section 403(b)(7); plus
     
          B) amounts  attributable to premiums paid to an IRC Section  403(b)(1)
             annuity contract as elective  deferrals  under a  salary  reduction
             agreement (within the meaning of lRC Section 403(b)(11)); less
    
          C) the value, if any, of the amounts described in (B) determined as of
             December 31, 1988;

     will not be available to provide Income Benefits  until you:

             (1)  attain  age 59 1/2
             (2)  separate  from  service of the employer under whose plan  the
                  aforementioned portion is attributable;
             (3)  die;
             (4)  become disabled within the meaning of IRC Section 72(m)(7); or
             (5)  encounter  financial  "hardship"  within  the  meaning  of IRC
                  Section 403(b).

     In the case of hardship, any earnings credited after December 31, 1988, and
in  addition,  any  contributions  paid after  December  31, 1988 to a custodial
account  established under IRC Section  403(b)(7) other than elective  deferrals
under a salary reduction agreement, will not be available for distribution.


- --------------------------------------------------------------------------------
G-1000.4                                                                  Page 7
TIAA GRA                                                                ED. 3-93


<PAGE>


YOUR TIAA GROUP
RETIREMENT ANNULTY CERTIFICATE                                    SECTIONS 16-18
================================================================================


         Any request for an early  withdrawal due to disability or hardship must
      be  submitted  with  evidence  of the  disability  or  hardship  on  forms
      satisfactory to TIAA and not inconsistent with applicable law.

17.   STARTING YOUR INCOME BENEFIT. Payment of your Income Benefit will begin as
      of the Annuity Starting Date you have chosen, if you are then living and:

             A) you have sent us this certificate;
             B) you have  chosen,  as  provided in Section 37, one of the Income
                Options set forth in Section 18;
             C) if you choose an Income  Option that pays a lifetime income, we
                have  received  due  proof  of  your  age  and, if  you choose a
                Survivor Annuity Option, the age of your Second Annuitant;
             D) if you choose the Payments for a Fixed Period Option,  we have
                received   written   certification   from  your   Employer  of
                Termination  of Employment  and of your  eligibility  for this
                Income Option; and
             E) if  your  Accumulation is subject to  the  requirements  of  the
                Employee  Retirement  Income  Security  Act  of  1974 ("ERISA"),
                as amended,  that are described  in Part F, and  you are married
                and have not chosen a Survivor Annuity  Option, we have received
                a certified waiver of your spouse's right to a survivor annuity.

             If the  requirements of this Section have not been completed by the
         Annuity  Starting Date you have chosen,  the Annuity Starting Date will
         be deferred to the first of the month after the requirements  have been
         completed  or to the April first of the  calendar  year  following  the
         calendar year in which you attain age 70*, whichever comes first.

18.   INCOME OPTIONS are the ways in which you may have your Income Benefit paid
      to you.  Any time before the  Annuity  Starting  Date,  you may choose the
      Option you want.  You may change  your  choice  any time  before  payments
      begin,  but once they have begun no change can be made. The Payments for a
      Fixed Period Option is available only after Termination of Employment, and
      may be limited under the terms of your  Employer's  Retirement  Plan.  The
      value of your Accumulation will be the consideration for a TIAA individual
      pay-out annuity contract providing for the Income Option you choose.

         If all or part of your  Accumulation is  attributable to  contributions
      made under a  retirement  plan or tax  deferred  annuity  plan  subject to
      ERISA,  then, only to the extent required by the IRC or ERISA, your rights
      to choose an Income  Option are  subject to the right of your  spouse,  if
      any, to benefits as explained in Part F.



================================================================================
G-1000.4                                                                  Page 8
TIAA GRA                                                                Ed. 3-93


<PAGE>


YOUR TIAA GROUP
RETIREMENT ANNUITY CERTIFICATE                                     SECTION 18-19
================================================================================

         These are the Income  Options  from which you may  choose.  All of them
      provide an income for you,  some provide that  payments  will continue for
      the lifetime of a Second  Annuitant  and some provide that  payments  will
      continue in any event during a guaranteed  or fixed period as explained in
      Section 19:

      Single Life  Annuity.  A payment will be made to you each month as long as
      you live. All payments cease at your death.  This Option provides  nothing
      for anyone after your death.

      LIFE ANNUITY WITH 10-, 15- OR 20-YEAR GUARANTEED PERIOD. A payment will be
      made to you each  month as long as you live.  If you die before the end of
      the  guaranteed  = period  you have  chosen,  the  monthly  payments  will
      continue to the end of that I period.

      PAYMENTS FOR A FIXED  PERIOD.  A payment of principal and interest will be
      made to you each  month for a fixed  period of not less than five nor more
      than thirty years,  as chosen.  At the end of the period  chosen,  all the
      principal and interest credited will have been paid out. If you die before
      the end of the period  chosen,  the monthly  payments will continue to the
      end of that period.  Your right to receive Payments for a Fixed Period may
      be limited by the terms of your Employer's Retirement Plan. This Option is
      only available after Termination of Employment.

      INTEREST  PAYMENT AND  RETIREMENT  ANNUITY.  A payment of interest will be
      made to you each month until a conversion date. On the conversion date you
      will begin to receive  benefits in  accordance  with an Income  Option you
      choose from among those described in this section. The conversion date may
      be no  earlier  than one year from the date of the first  payment,  and no
      later than April 1 of the calendar  year  following  the calendar  year in
      which you  attain  age 70 1/2.  If, as of the  latter  date,  you have not
      elected  another Income  Option,  you will receive income under the option
      specified  in the  Automatic  Election  Provision.  If you die  before the
      conversion   date,  your   beneficiary  will  receive  the  value  of  the
      Accumulation  as a death  benefit  under  one of the  Methods  of  Payment
      described  in Part D. This Option is only  available  after you attain age
      55, and before you attain age 69 1/2.

      SURVIVOR ANNUITY OPTIONS.  Under each of these Options,  a payment will be
      made to you each month as long as you live, and will be continued for life
      to the Second  Annuitant you have named if he or she survives  you.  After
      payments  begin,  you cannot change your choice of Second  Annuitant.  The
      monthly  amount paid to you or a  surviving  Second  Annuitant  depends on
      which of these Options you choose.

            FULL  BENEFIT  TO  SURVIVOR  WITH OR  WITHOUT A 10-,  15- or 20-Year
            Guaranteed  PERIOD.  At the  death  of  either  you or  your  Second
            Annuitant,  the monthly  benefits that continue to the survivor will
            be the full amount that would have been


================================================================================
G-1000.4                                                                  Page 9
 TIAA GRA                                                               Ed. 3-93


<PAGE>


YOUR TIAA GROUP
RETIREMENT ANNUITY CERTIFICATE                                     SECTION 18-19
================================================================================


            paid if both had lived.  If you choose a  guaranteed  period and you
            and your  Second  Annuitant  both die  before  the end of the period
            chosen,  the Full Benefit monthly  payments will continue to the end
            of that period; otherwise, all payments - will cease at the death of
            the last survivor of you and the Second Annuitant.

            Two-thirds Benefit to Survivor with or without a 10-, 15- or 20-Year
            Guaranteed  Period.  At the  death  of  either  you or  your  Second
            Annuitant,  the monthly  payments that continue to the survivor will
            be  two-thirds  of the amount  that would have been paid if both had
            lived.  If you choose a  guaranteed  period and you and your  Second
            Annuitant  both  die  before  the  end of  the  period  chosen,  the
            Two-thirds Benefit monthly payments will continue to the end of that
            period;  otherwise, all payments will cease at the death of the last
            survivor of you and the Second Annuitant. .

            HALF  BENEFIT  TO SECOND  ANNUITANT  WITH OR  WITHOUT A 10-,  15- OR
            20-YEAR  GUARANTEED PERIOD. The full monthly income will continue as
            long as you live. If your Second  Annuitant  survives you, he or she
            will  receive  payments  each month of one-half the amount you would
            have  received if you had lived.  If you choose a guaranteed  period
            and you and your  Second  Annuitant  both die  before the end of the
            period chosen,  the Half Benefit  monthly  payments will continue to
            the end of that period;  otherwise,  all payments  will cease at the
            death of the last survivor of you and the Second Annuitant.

            AUTOMATIC ELECTION  PROVISION.  If  on  the  Annuity  Starting  Date
      determined in  accordance  with Sections 16 and 17, you have not chosen an
      Income  Option,  you will be deemed to have chosen the 'Life  Annuity with
      10-Year Guaranteed Period Option if you are then not married,  or the Half
      Benefit to Second Annuitant with 10-Year  Guaranteed  Period Option if you
      are then married.


19.   PAYMENTS  TO THE END OF A  GUARANTEED  OR  FIXED  PERIOD.  At the time you
      choose an Income  Option,  you name the person or persons to receive these
      payments.  You may later  change the named  persons  and,  if you choose a
      Survivor  Annuity,  after your death your surviving  Second  Annuitant may
      change the named persons unless you direct otherwise.

         Any  monthly  payments  due after your death and,  if you have chosen a
      Survivor Annuity Option, the death of your Second Annuitant, will continue
      to the surviving person or persons named to receive them for the remainder
      of the  guaranteed or fixed period you have chosen.  The Commuted Value of
      these payments may be paid in one sum unless we are directed otherwise.

         If no one has been named to  receive  these  payments,  or if no one so
      named is then living,  the Commuted  Value will be paid in one sum to your
      estate or, if you chose a Survivor  Annuity  Option,  to the estate of the
      last survivor of you and your Second Annuitant.




================================================================================
G-1000.4                                                                 Page 10
TIAA GRA                                                                Ed. 3-93


<PAGE>


YOUR TIAA GROUP
RETIREMENT ANNUITY CERTIFICATE                                     SECTION 19-22
================================================================================


         If a  person  receiving  these  payments  dies  before  the  end of the
      guaranteed or fixed period,  the Commuted  Value of any payments still due
      that person will be paid to any other surviving person or persons named to
      receive it. If no one so named is then living,  the Commuted Value will be
      paid to the estate of the last person who was receiving these payments.

20.   The AMOUNT OF YOUR MONTHLY  INCOME  BENEFIT will be  determined  as of the
      Annuity Starting Date by:

          A) the amount of your Accumulation at that time;
          B) the Rate Schedule or Schedules under which premiums, any Additional
             Amounts and any transfers from CREF have been credited;
          C) the Income Option you choose;
          D) if you  choose an Income Option that pays a lifetime income,  your
             age;  and E) if you  choose one  of  the Survivor  Annuity Options,
             your Second Annuitant's age.

         If your Income  Benefit would be less than $25 a month,  TIAA will have
      the  right  to  change  to  quarterly,  semi-annual  or  annual  payments,
      whichever will result in payments of $25 or more and the shortest interval
      between payments.

                             PART D: DEATH BENEFIT

21.   PAYMENT OF THE DEATH BENEFIT. If you die before the Annuity Starting Date,
      TIAA  will pay the  Death  Benefit  to your  beneficiary  under one of the
      Methods  of  Payment  set forth in  Section  25. You may choose the Method
      during your  lifetime as explained in Section 37. If you do not so choose,
      your  beneficiary  will make the choice when he or she becomes entitled to
      payments.  You may change the Method at any time  before  payments  begin.
      After your death, your beneficiary may change the Method chosen by you, if
      you so provide. Any choice of Method or change of such choice must be made
      in writing as explained in Section 37. '


22.   NAMING YOUR  BENEFICIARY.  Beneficiaries  are  persons  you name,  in form
      satisfactory  to TIAA,  to receive the Death Benefit if you die before the
      Annuity   Starting   Date.   You  may  designate   different   classes  of
      beneficiaries,  such as primary (first) and contingent (secondary).  These
      classes  set the  order of  payment.  If a class  contains  more  than one
      person,  the Death Benefit will be paid to the then living  persons in the
      class in equal shares,  unless you provide otherwise.  For example, if you
      die before the Annuity Starting Date,  having named your spouse as primary
      beneficiary and ^"children" as equal contingent beneficiaries, your spouse
      would  receive the Death  Benefit if he or she  survived  you. But if your
      spouse did not survive you, then your surviving children would receive the
      Death Benefit in equal shares.


================================================================================
G-1000.4                                                                 Page 11
TIAA GRA                                                                Ed. 3-93


<PAGE>


YOUR TIAA GROUP
RETIREMENT ANNUITY CERTIFICATE                                     SECTION 22-25
================================================================================


         The terms  "children"  or "my  children" may be used to name a class of
      beneficiaries, either primary or contingent. Unless you specify otherwise,
      these terms will mean all children  born of your marriage or marriages and
      any children legally adopted by you. The term "children" also has the same
      inclusive  meaning when used to name as beneficiaries the children of your
      spouse, your child, your brother or your sister.

         If all or part of your  Accumulation is  attributable to  contributions
      made under a  retirement  plan or tax  deferred  annuity  plan  subject to
      ERISA;  then, only to the extent required by the IRC or ERISA, your rights
      to name a  beneficiary  for the Death  Benefit are subject to the right of
      your spouse, if any, to benefits as explained in Part F.

         If you name your estate as beneficiary, or if none of the beneficiaries
      you have named is alive at the time of your death,  the Death Benefit will
      be paid to your estate in one sum.

         If you die prior to the  Annuity  Starting  Date never  having  named a
      beneficiary,  your estate and your surviving  spouse,  if any,  become the
      beneficiaries as follows:

         A) if you leave no surviving spouse,  the Death  Benefit  will be  paid
            to your estate in one sum;

         B) if you leave a surviving  spouse, your  spouse will  receive a Death
            Benefit, payable under one of the Methods  of  Payment  of the Death
            Benefit,  which  is  the  actuarial  equivalent  of  one-half of the
            Accumulation, with the remainder of the  Accumulation  being paid to
            your estate in one sum.

23.   CHANGING YOUR  BENEFICIARY.  At any time before the Annuity  Starting Date
      you  may  change  your  beneficiary  or add or  delete  beneficiaries,  as
      explained in Section 37, subject to the rights,  if any, of your spouse as
      described in Part F.

24.   Starting Payment of the Death Benefit.  Payment of the Death Benefit under
      one of the  Methods set forth in Section 25 will start as of the first day
      of the month after we have received:

         A) this certificate;
         B) due proof of your death;
         C) the choice, as provided  in  Section 37, of  a Method of Payment set
            forth in Section 25; and
         D) due  proof  of  the  beneficiary's  age, if the Method chosen pays a
            lifetime income.

25.   METHODS OF PAYMENT.  The Death  Benefit  will be paid to your  beneficiary
      under one of the Methods shown below.  For all Methods except  Single-sum,
      the Death Benefit will be the consideration for a TIAA individual  pay-out
      contract  providing for the Method of Payment chosen.  The distribution of
      the Death  Benefit  under  any  Method  of  Payment  must be made over the
      lifetime  of  your  beneficiary  or  over  a  period  not  exceeding  your
      beneficiary's  life expectancy.  The Death Benefit must be applied under a
      chosen  Method  of  Payment  within  one year of the  date of your  death;
      otherwise payments will be made to your beneficiary beginning on the first
      day of the month in which the first anniversary


================================================================================
G-1000.4                                                                 Page 12
TIAA GRA                                                                Ed. 3-93


<PAGE>


YOUR TIAA GROUP
RETIREMENT ANNUITY CERTIFICATE                                     SECTION 25-26
================================================================================


      of your date of death occurs, under the Payments for a Fixed Period Method
      for a period of five years with payments made annually.

         SINGLE-SUM.  The Death Benefit will be paid to your  beneficiary in one
         sum.

         Single Life Annuity.  A payment will be made to your  beneficiary  each
         month for life.  All  payments  will  cease at his or her  death.  This
         Method provides nothing for anyone after the death of your beneficiary.

         LIFE ANNUITY WITH 10-, 15- OR 20-YEAR GUARANTEED PERIOD. A payment will
         be made to your  beneficiary  each  month for  life.  If he or she dies
         before the end of the guaranteed  period chosen,  the monthly  payments
         will continue to the end of that period as explained in Section 26.

         PAYMENTS FOR A FIXED  PERIOD.  A payment of principal and interest will
         be made to your  beneficiary  each month for a fixed period of not less
         than two nor more  than  thirty  years,  as  chosen.  At the end of the
         period chosen,  all the principal and interest  credited will have been
         paid out. If your beneficiary dies before the end of the period chosen,
         the  monthly  payments  will  continue  to the  end of that  period  as
         explained in Section 26.

         INTEREST  PAYMENTS.  A payment of interest on the Death Benefit will be
         made to your  beneficiary  each  month for a chosen  period of not less
         than two nor more than thirty years.  At the end of the period  chosen,
         TIAA  will  pay  the  Death  Benefit  to  your  beneficiary.   If  your
         beneficiary  dies while any part of the Death  Benefit is held by TIAA,
         that amount will be payable as  explained  in Section 26.  Instead of a
         chosen period,  interest  payments may be made for "the lifetime of the
         beneficiary," with payment of the Death Benefit made after the death of
         your  beneficiary  as  explained  in Section 26. The value of the Death
         Benefit placed under this Method must be at least $5,000.

         If any  Method  chosen,  except  Interest  Payments,  would  result  in
      payments  of less than $25 a month,  TIAA will have the right to require a
      change in  choice  that will  result  in  payments  of not less than $25 a
      month.

26.  PAYMENTS AFTER THE DEATH OF A BENEFICIARY.  Any monthly  payments still due
     at the death of your  beneficiary  during a guaranteed or fixed period will
     be continued to the person or persons named by you or your  beneficiary  to
     receive them.  The Commuted  Value of these payments may be paid in one sum
     unless we are directed otherwise.


         If no one has been named to  receive  these  payments,  or if no one so
      named is living at the death of your beneficiary,  the Commuted Value will
      be paid in one sum to your  beneficiary's  estate.

         If a  person  receiving  these  payments  dies  before  the  end of the
      guaranteed or fixed period,  the Commuted  Value of any payments still due
      that person will be paid to any


================================================================================
G-1000.4                                                                 Page 13
TIAA GRA                                                                Ed. 3-93


<PAGE>


YOUR TIAA GROUP
RETIREMENT ANNUITY CERTIFICATE                                     SECTION 26-29
================================================================================



     other  surviving  person or persons named to receive it. If no one so named
     is then living,  the Commuted  Value will be paid to the estate of the last
     person who was receiving these payments.

         If your beneficiary dies while all or part of the Death Benefit is held
     by TIAA under  the Interest  Payments  Method,  that amount will be paid in
     one sum to  the person or  persons  you or your  beneficiary  have named to
     receive  it. If no such person survives your beneficiary, the Death Benefit
     will be paid in one sum to your beneficiary's estate.

27.  The AMOUNT OF DEATH BENEFIT PAYMENTS will be determined by:

          A) the amount of your Accumulation as of the date of your death;
          B) the Rate  Schedule  or  Schedules  under which your  premiums,  any
          Additional ~ Amounts and any transfers from CREF were credited;
          C) the Method of Payment chosen for the Death Benefit; and
          D) if the  Method  chosen  pays a  lifetime  income,  the  age of your
          beneficiary.

                           PART E: LUMP-SUM BENEFITS

28.  AVAILABILITY  OF LUMP-SUM  BENEFIT.  Within 120 days after  Termination  of
     Employment and before the Annuity  Starting Date, you may choose to receive
     a Lump-sum  Benefit if provided for under your Employer's  Retirement Plan.
     After the 120-day period expires,  the election of a Lump-sum  Benefit wi11
     never again be available.  The portion of the Accumulation available to you
     as a Lump-sum Benefit may be limited by your Employer's Retirement Plan.

         If all or part of your  Accumulation is  attributable to  contributions
     made  under a  retirement  plan or tax  deferred  annuity  plan  subject to
     ERISA;  then,  only to the extent required by the IRC or ERISA, your rights
     to receive a  Lump-sum Benefit are subject to the right of your spouse,  if
     any, to benefits as explained in Part F.

29.  PAYMENT OF THE LUMP-SUM  BENEFIT.  If you choose the Lump-sum  Benefit,  we
     will pay the  portion of the  Accumulation  available  to you,  or any part
     thereof not less than $1,000,  less any surrender charge in accordance with
     the applicable  Rate Schedule or Schedules.  Payment will be made as of the
     day we receive:

          A) your request for a Lump-sum Benefit;

          B)  written   certification  from  your  Employer  of  Termination  of
              Employment and of your eligibility for a Lump-sum Benefit;

          C) all  premium  payments  to be made  for  your  benefit  under  your
             Employer's Retirement Plan; and

          D) if your Accumulation is subject to the ERISA requirements described
             in  Part F, and  you are married,  your spouse's written consent to
             the payment of the Lump-sum Benefit.


================================================================================
G-1000.4                                                                 Page 14
TIAA GRA                                                                Ed. 3-93


<PAGE>


YOUR TIAA GROUP
RETIREMENT ANNUITY CERTIFICATE                                     SECTION 29-30
================================================================================


          You may choose to defer the  effective  date of the  Lump-sum  Benefit
          until  the  first  day of the  month  following  the month in which we
          receive  (A),  (B),  (C) and (D)  above.  In no event,  however,  will
          payment  of  the  Lump-sum  Benefit  be  made  prior  to the  date  of
          Termination of  Employment.  The  Accumulation  will be reduced by the
          amount of any Lump-sum Benefit paid, plus any Surrender  Charge.  When
          different Rate Schedules apply to different parts of the Accumulation,
          the reduction will be allocated among the parts. The reduction made to
          each part will be in  proportion to that part's share of the available
          Accumulation.  If  the  entire  Accumulation  is  paid  as a  Lump-sum
          Benefit,  all  obligations  of  TIAA to you  under  the  Contract  are
          fulfilled.

                       PART F: SPOUSE'S RIGHT TO BENEFITS

30.  SPOUSE'S  RIGHT  TO  BENEFITS.  If all or  part  of  your  Accumulation  is
     attributable to contributions  made under a retirement plan or tax deferred
     annuity plan subject to ERISA; then, only to the extent required by the IRC
     or ERISA,  your  rights to  receive a  Lump-sum  Benefit,  choose an Income
     Option,  and name a  beneficiary  for the Death  Benefit are subject to the
     right of your spouse, if any, to benefits as follows:

          SPOUSE'S  SURVIVOR  ANNUITY INCOME.  If YOU ARE married on the Annuity
          Starting  Date,  your  Income  Benefit  must be paid  under a Survivor
          Annuity Option with your spouse as Second Annuitant unless we receive,
          in form  satisfactory  to TIAA, a waiver of your  spouse's  right to a
          Survivor   Annuity  Income  with  your  spouse's  written  consent  or
          verification that your spouse cannot be located!

          SPOUSE'S  SURVIVOR  DEATH  BENEFIT.  If you  die  before  the  Annuity
          Starting  Date and you are then  married,  the  payment  of the  Death
          Benefit to your named beneficiary is subject to your spouse's right to
          receive  a  Death  Benefit  of  an  annuity  which  is  the  actuarial
          equivalent  of one-half of the  portion of the  Accumulation,  if any,
          attributable to contributions made under a plan subject to ERISA. Your
          spouse's  right to a Survivor  Death  Benefit  may be waived,  in form
          satisfactory   to  TIAA,   with  your  spouse's   written  consent  or
          verification  that  your  spouse  cannot be  located.  A waiver of the
          Survivor  Death Benefit may not be made prior to the year in which you
          attain age 35, or, if earlier, your termination of employment with the
          institution then remitting premiums for this certificate.

          YOUR  LUMP-SUM  BENEFIT.  If you are married on the date you request a
          Lump-sum Benefit,  we must receive, in form satisfactory to TIAA, your
          spouse's  written  consent to the payment of the  Lump-sum  Benefit or
          verification that your spouse cannot be located.


================================================================================
G-1000.4                                                                 Page 15
TIAA GRA                                                                Ed. 3-93


<PAGE>


YOUR TIAA GROUP
RETIREMENT ANNUITY CERTIFICATE                                     SECTION 30-37
================================================================================


     Verification of your marital status may be required,  in form  satisfactory
     to TIAA, for purposes of establishing  your spouse's right to benefits or a
     waiver of these rights.  You may revoke a waiver of your spouse's  right to
     benefits at any time during your  lifetime and before the Annuity  Starting
     Date.  Your  spouse may not  revoke a consent  after the  consent  has been
     given.

31.  LIABILITY OF TIAA. Any action taken by TIAA in good faith before  receiving
     written notice of a waiver of rights  included in this  certificate,  or of
     revocation of such waiver,  will not subject TIAA to liability  because our
     acts were contrary to what was stated in such waiver or revocation.

                           PART G: GENERAL PROVISIONS

32.  REPORT OF ACCUMULATION.  Once each year until the Annuity Starting Date, we
     will mail you a report for the calendar  year just ended.  It will show the
     value of your Accumulation (Death Benefit) as of the end of the year.

33.  No  ASSIGNMENT.  Neither you nor any other  person may assign,  pledge,  or
     transfer  ownership of the  certificate  or any benefits under the terms of
     the Contract. Any such action will be void and of no effect.

34.  NO LOANS. The Contract does not provide for loans.

35.  LIMITED CASH  SURRENDER  BENEFITS.  The only  provision for cash  surrender
     under  the  Contract  is the  Lump-sum  Benefit.  There  is no  other  cash
     surrender available under the terms of the Contract.

36.  PROTECTION AGAINST CLAIMS OF CREDITORS. The benefits and rights accruing to
     you or any other  person  under the  Contract are exempt from the claims of
     creditors or legal process to the fullest extent permitted by law.

37.  PROCEDURE  FOR  ELECTIONS  AND  CHANGES.  You, or your Second  Annuitant or
     beneficiary  having the right to do so, may elect or change,  in accordance
     with the terms of your certificate,  any of the following by written notice
     satisfactory to TIAA, sent to its home office in New York, NY:

          A) the Annuity Starting Date;
          B) an Income Option;
          C) a Lump-sum Benefit;
          D) a Method of Payment for the Death Benefit; or
          E) a  beneficiary  or any person named to receive  payments  remaining
             due.



================================================================================
G-1000.4                                                                 Page 16
TIAA GRA                                                                Ed. 3-93


<PAGE>


YOUR TIAA GROUP
RETIREMENT ANNUITY CERTIFICATE                                     SECTION 37-42
================================================================================





         No such  notice will take  effect  unless it is received by TIAA.  When
      received, it will take effect as of the date it was signed, whether or not
      the,  signer is living at the time we receive it. Any action taken by TIAA
      in good faith  before  receiving  such  notice  will not  subject  TIAA to
      liability because our acts were contrary to what was stated in the notice.

38.  PAYMENT TO AN ESTATE,  GUARDIAN,  TRUSTEE,  ETC. TIAA reserves the right to
     pay  in  one  sum,  the  Commuted  Value  of any  benefits  due an  estate,
     corporation,  partnership,  trustee,  or other entity not a natural person.
     TIAA will not be  responsible  for the acts or  neglects  of any  executor,
     trustee, guardian, or other third party to whom payment is made.

39.  SERVICE OF  PROCESS  UPON TIAA.  We will  accept  service of process in any
     action  or suit  against  us on the  Contract  in any  court  of  competent
     jurisdiction  in the United  States,  Puerto Rico or Canada,  provided such
     process is properly  made.  We will also accept such  process sent to us by
     registered  mail if the  plaintiff  is a resident  of the state,  district,
     territory, or province in which the action or suit is brought. This Section
     does not waive any of our rights, including the right to remove such action
     or suit to another court.

40.  BENEFITS  BASED ON INCORRECT  DATA. If the amount of benefits is determined
     by data as to a person's age and if that data is  incorrect,  benefits will
     be recalculated on the basis of the correct data. Any amounts  underpaid by
     TIAA on the  basis  of the  incorrect  data  will be paid at the  time  the
     correction  is  made.  Any  amounts  overpaid  by TIAA on the  basis of the
     incorrect data will be charged against the payments due after correction is
     made. Any amounts so paid or charged will include compound  interest at the
     effective rate of 6% per year.

41.  PROOF OF SURVIVAL.  TIAA reserves the right to require  satisfactory  proof
     that anyone  named to receive  benefits  under the terms of the Contract is
     alive on the date any benefit payment is due. If this proof is not received
     after  requested  in  writing,  TIAA will  have the  right to make  reduced
     payments or to withhold payments entirety until such proof is received.  If
     under a Survivor  Annuity Option,  TIAA has overpaid  benefits because of a
     death,  subsequent payments will be reduced or withheld until the amount of
     the overpayment has been recovered.

42.  CORRESPONDENCE  and REQUESTS FOR BENEFITS.  No notice,  application,  form,
     premium  payment,  or request for benefits will be deemed to be received by
     us unless it is received at our home  office.  All  benefits are payable at
     our home office.  Any questions  about the Contract or this  certificate or
     inquiries about our service should be directed to us at our address:

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



================================================================================
G-1000.4                                                                 Page 17
TIAA GRA                                                                Ed. 3-93


<PAGE>


YOUR TIAA GROUP
RETIREMENT ANNUITY CERTIFICATE                                     SECTION 43-45
================================================================================


43.  OVERPAYMENTS  OF PREMIUMS.  Any  payments of premiums  made in error by the
     Employer  in  excess  of those  required  by the  Retirement  Plan  will be
     refunded to the Employer if  requested in writing by the Employer  prior to
     the Annuity Starting Date, subject however,  to prior transfers or Lump-sum
     Benefits  made from such funds.  TIAA is entitled  -to rely on  information
     provided by the Employer.  The Employer shall  indemnify TIAA and hold TIAA
     harmless for any action taken in reliance on such - information.

44.  COMPLIANCE WITH LAWS AND REGULATIONS. TIAA will administer the Contract and
     this certificate to comply with all laws and regulations  pertaining to the
     terms and conditions of the Contract and this certificate.  If the Contract
     and/or this  certificate  conflict with any  applicable  law or regulation,
     such law or regulation will prevail. The choice of Income Option, Method of
     Payment of a Death Benefit,  Annuity  Starting Date,  Beneficiary or Second
     Annuitant and the  availability of the Lump-sum Benefit as set forth in the
     certificate  are  subject  to  the  applicable  restrictions,  distribution
     requirements  and incidental  benefit  requirements of the Internal Revenue
     Code  of  1986,  as  amended,   and  the  rulings  and  regulations  issued
     thereunder,  and the Employee  Retirement  Income  Security Act of 1974, as
     amended, and the rulings and regulations issued thereunder.

45.  CHANGE  OF RATE  SCHEDULE.  We may,  at any  time  and  from  time to time,
     substitute  a new  Rate  Schedule  for the one in  Section  46.  A new Rate
     Schedule  will apply only to  benefits  arising  from  premiums  paid,  any
     Additional  Amounts  credited and any  transfers  from CREF made while that
     Schedule  is in  effect.  A change in the Rate  Schedule  will be made only
     after we have given  your  Employer  three  months'  written  notice of the
     change.  If premiums have been paid for you during the twelve-month  period
     before  such notice we will also  notify you three  months in advance.  Any
     such change will not affect the amount of benefits  purchased  prior to the
     change by premiums,  Additional  Amounts and transfers  from CREF.  Any new
     Rate  Schedule  will specify the charges for expenses and -  contingencies,
     the interest rates and the mortality bases used for  determining  benefits,
     and any  applicable  Surrender  Charge on lump-sum  Benefits  arising  from
     premiums paid,  Additional  Amounts  credited,  and any transfers from CREF
     made while such Rate Schedule is in effect.


================================================================================
G-1000.4                                                                 Page 18
TIAA GRA                                                                Ed. 3-93


<PAGE>


YOUR TIAA GROUP
RETIREMENT ANNUITY CERTIFICATE                                        SECTION 46
================================================================================


46.  RATE  SCHEDULE.  The  benefits  bought by  premiums  paid  while  this Rate
     Schedule is in effect will be computed on this basis:

          (1) no deduction for expenses or contingencies;

          (2) interest at the effective annual rate of 3 % from the first day of
              the month  in which the  premium is  paid to  the Annuity Starting
              Date or your prior death, and at the effective annual rate of 2.5%
              thereafter; and

          (3) mortality according to the 1983 Table a (Merged Gender Mod A).

     THE BENEFITS BOUGHT BY ADDITIONAL AMOUNTS credited while this Rate Schedule
     is in effect will be computed on the same basis as for premiums.

     THE BENEFITS BOUGHT BY TRANSFERS from CREF made while this Rate Schedule is
     in effect will be computed  on the same basis as for  premiums  except that
     interest will be credited from the day TIAA receives the funds transferred.

     When payments start to you, or to your  beneficiary  under an income method
     involving life contingencies,  we will compute any benefits provided by the
     portion  of the  Accumulation  resulting  from  premiums  paid,  Additional
     Amounts  credited and transfers  from CREF made while this Rate Schedule is
     in effect, on whichever of these bases produces the largest payments:

          (1) the  applicable  interest  rate and  mortality  tables,  as stated
              above; or


          (2) the  interest  rate  and  mortality  table  in use by TIAA for any
              individual  single  premium immediate annuities being offered when
              the payments start.

     A SURRENDER  CHARGE OF 2.5 % will be  deducted  from any  Lump-sum  Benefit
     arising from premiums,  any Additional  Amounts and any transfers from CREF
     credited while this Rate Schedule is in effect.







================================================================================
G-1000.4                                                                 Page 19
TIAA GRA                                                                Ed. 3-93


<PAGE>


YOUR TIAA GROUP
RETIREMENT ANNUITY CERTIFICATE                                        SECTION 46
================================================================================


================================================================================
  Amount of Yearly Iife Annuity with 10-Year Guarantee Purchasable by a Single
                                 Premium of $100
             One-twelfth of the snount shown is payable each month.

<TABLE>
<CAPTION>

 AGE                                  AGE                                  AGE
ATTAINED                           ATTAINED                             ATTAINED
 WHEN       ANNUITY BEGINNING AT      WHEN        ANNUITY BEGINNING AT     WHEN     ANNUITY BEGINNING AT
PREMIUM                            PREMIUM                               PREMIUM
IS DUE     AGE 60   AGE 65  AGE 70  IS DUE     AGE 60    AGE 65   AGE 70  IS DUE   AGE 60  AGE 65   AGE 70
- ----------------------------------------------------------------------------------------------------------
<S>        <C>      <C>      <C>       <C>      <C>      <C>      <C>      <C>     <C>      <C>      <C>

  20      $15.01   $19.17   $24.87     37      $9.08    $11.60   $15.05    54      $5.49    $7.01    $9.10
  21       14.58    18.61    24.15     38       8.82     11.26    14.61    55       5.33     6.81     8.84
  22       14.15    18.07    23.44     39       8.56     10.93    14.18    56       5.18     6.61     8.58
  23       13.74    17.54    22.76     40       8.31     10.61    13.77    57       5.03     6.42     8.33
  24       13.34    17.03    22.10     41       8.07     10.30    13.37    58       4.88     6.23     8.09
  25       12 95    16.54    21.45     42       7.83     10.00    12.98    59       4.74     6.05     7.85
  26       12.57    16.05    20.83     43       7.60      9.71    12.60    60       4.60     5.87     7.62
  27       12.21    15.59    20.22     44       7.38      9.43    12.23    61                5.70     7.40
  28       11.85    15.13    19.63     45       7.17      9.15    11.88    62                5.54     7.18
  29       11.51    14.69    19.06     46       6.96      8.89    11.53    63                5.37     6.97
  30       11.17    14.26    18.50     47       6.76      8.63    11.19    64                5.22     6.77
  31       10.84    13.85    17.97     48       6.56      8.38    10.87    65                5.07     6.57
  32       10.53    13.44    17.44     49       6.37      8.13    10.55    66                         6.38
  33       10.22    13.05    16.93     50       6.18      7.90    10.24    67                         6.20
  34        9.92    12.67    16.44     51       6.00      7.67     9.94    68                         6.01
  35        9.63    12.30    15.96     52       5.83      7.44     9.66    69                         5.84
  36        9.35    11.95    15.50     53       5.66      7.22     9.37    70                         5.67
- ----------------------------------------------------------------------------------------------------------
</TABLE>

The yearly  payments  shown  above are those that  result from a premium of $100
paid or  credited  when you have  reached  an age shown in  the"Age  Attained  '
column, but have not passed that birthday by as much as one month. All ages used
in computing benefits are calculated in completed years and months.  Payments at
ages other than those shown, and under other income methods, are computed on the
basis stated in the Rate Schedule for benefits bought by premiums.
For premiums other than $100, payments will be proportionate.




================================================================================
G-1000.4                                                                 Page 20
TIAA GRA                                                                Ed. 3-93





================================================================================
                        COLLEGE RETIREMENT EQUITIES FUND

                      730 THIRD AVENUE, NEW YORK, NY 10017

                     GROUP RETIREMENT UNIT-ANNUITY CONTRACT


GROUP RETIREMENT UNIT-ANNUITY CONTRACT NO.:
CONTRACTHOLDER:
DATE OF ISSUE:


         This contract  ("the  Contract") was made and delivered in the State of
Oregon. The validity and effect of all rights and duties under this Contract are
governed by the laws there in force.

         This contract is issued in  consideration of the payment of Premiums by
the Contractholder to College Retirement Equities Fund ("CREF"). CREF will issue
to each Annuitant a certificate ("the  Certificate")  setting forth the benefits
under the Contract to be derived from Premiums paid on behalf of such Annuitant.

         The Contract may be amended by agreement of CREF and the Contractholder
without  the  consent of any other  person,  provided  that such change does not
reduce the then current Accumulation of any Annuitant,  or any benefit purchased
under the Contract up to that time.  CREF may stop accepting  Premiums under the
Contract at any time.

              The provisions  contained on the following pages (the Certificate)
are part of the Contract.

                      Chairman and Chief Executive Officer






                        COLLEGE RETIREMENT EQUITIES FUND
                      730 Third Avenue, New York, NY 10017

                     GROUP RETIREMENT UNIT-ANNUITY CONTRACT (for use in Oregon)


GROUP RETIREMENT UNIT-ANNUITY CONTRACT NO.:  [GRA-0010]
CONTRACTHOLDER:  [ABC UNIVERSITY]
DATE OF ISSUE:  [April 1, 1991]


     This  contract  ("the  Contract")  was made and  delivered  in the State of
Oregon. The validity and effect of all rights and duties under this Contract are
governed by the laws there in force.

     This contract is issued in  consideration of the payment of Premiums by the
Contractholder to the College Retirement Equities Fund ("CREF"). CREF will issue
to each Annuitant a certificate ("the  Certificate")  setting forth the benefits
under the Contract to be derived from Premiums paid on behalf of such Annuitant.

     The Contract  may be amended by  agreement  of CREF and the  Contractholder
without  the  consent of any other  person,  provided  that such change does not
reduce the then current Accumulation of any Annuitant,  or any benefit purchased
under the Contract up to that time.  CREF may stop accepting  Premiums under the
Contract at any time.

     The provisions  contained on the following pages (the Certificate) are part
of the Contract.





                                      CREF
          GROUP RETIREMENT UNIT-ANNUITY CERTIFICATE (for use in Oregon)

                                                    Annuity
               Certificate   Date of     Date of    Starting
                 Number       Issue       Birth       Date
              +------------------------------------------------+
              | 1-300000-0  06  1 90    12 20 49    01  1 15   |
              |                                                |
   Participant| DOE, JOHN J                                    |
              |                                                |
              +------------------------------------------------+

This is to certify  that you,  the  Participant,  are  entitled  to share in the
benefits of COLLEGE RETIREMENT  EQUITIES FUND ("CREF") under the provisions of a
Group Retirement  Unit-Annuity  Contract ("the  Contract")  issued to the United
States  Trust  Company  of New  York  ("the  Contract  Holder")  under  a  trust
agreement.

This page refers  briefly to some of the  Contract's  features described in your
certificate.  The  next  pages set forth in detail the Rights and obligations of
both CREF and you under the  Contract.  PLEASE  READ  YOUR  CERTIFICATE.  IT  IS
IMPORTANT.

                               GENERAL DESCRIPTION
All premiums on your behalf must be remitted under the terms of your  Employer's
Retirement Plan.

Each premium paid to CREF purchases a number of Accumulation  Units representing
your share in CREF.  You may convert these into an income of Annuity  Units.  If
you die before  starting to receive this  income,  the  Accumulation  Units will
provide a benefit for your  beneficiary  under one of the methods  described  in
your certificate.

Once each year we will report to you on the current  value of your  Accumulation
Units.

When you are ready to start receiving your income,  you choose the income option
you want from among those described in your certificate.  The Unit Annuity for a
Fixed Period option is only available after  Termination of Employment,  and may
be limited  under the terms of your  Employer's  Retirement  Plan.  All  options
provide an income for you, and all but one also have some  provision for another
person to be named by you.

You, or your  beneficiary at your death,  may have CREF pay the value of some or
all of your Accumulation Units to Teachers Insurance and Annuity  Association of
America ("TIAA") for the purchase of a fixed-dollar contract or certificate,  as
explained in your certificate.

You may also be permitted to choose a Lump-sum Benefit payment after Termination
of Employment in accordance with your Employer's Retirement Plan.

You may also have CREF pay the value of some or all of your  Accumulation  Units
to other Funding Vehicles offered under your Employer's Retirement Plan.

    THIS CERTIFICATE  CANNOT BE ASSIGNED NOR DOES IT PROVIDE  FOR  LOANS.  THIS
CERTIFICATE  DOES NOT GUARANTEE ANY FIXED-DOLLAR AMOUNT OF ANNUITY PAYMENTS.


<PAGE>







                        INDEX OF PROVISIONS
                                                       Section
Accounts......................................................1
Accumulation
         Definition..........................................3
Accumulation Units...........................................2
Annuity Starting Date
         Change of..........................................22
         Definition..........................................4
Annuity Unit
         Definition..........................................5
Assignment
         Void and of no effect..............................40
Benefits Based on Incorrect Data............................47
Business Day................................................12
Cash Surrender
         Limited benefit....................................42
Claims of Creditors
         Protection against.................................43
Consideration...............................................19
Contract
         Consists of........................................19
Correspondence with CREF....................................50
Death Benefit...............................................27
         Beneficiary........................................28
         Changing the Beneficiary...........................29
         Definition..........................................8
         Methods of Payment.................................31
         Number of Annuity Units............................33
         Payments after death of Beneficiary................32
         Starting payment...................................30
Elections and Changes
         Procedure..........................................44
Employer
         Definition.........................................15
Funding Vehicle.............................................18
Lapse
         Protection against.................................21
Laws and Regulations
         Compliance with....................................52
Loans
         No provision for...................................41
Lump-sum Benefit
         Availability.......................................35
         Definition.........................................10
         Payment of.........................................36
Non-Forfeiture of benefits..................................49
Payment to an Estate, Trustee, etc..........................45
Premiums....................................................20
         Refund of Overpayments.............................51
Present Value
         Definition.........................................14
Proof of Survival...........................................48
Report of Accumulation......................................39
Request for Benefits........................................50
Retirement Plan.............................................17
Rules for Determining Benefits
         Definition.........................................13
Second Participant...........................................7
Service of Process upon CREF................................46
Spouse's Right to Benefits..................................37
         Liability of CREF..................................38
Termination of Employment...................................16
Transfers...................................................34
         Definition..........................................9
Unit Annuity
         Definition..........................................6
Unit Annuity Income
         Number of Annuity Units............................26
         Options  24
         Payments during guaranteed periods.................25
         Starting payments..................................23
Valuation Day...............................................11


<PAGE>



                     PART A: TERMS USED IN THIS CERTIFICATE

1. ACCOUNTS. CREF maintains the following four investment Accounts, each with
its own distinct investment portfolio:

          The CREF  STOCK  ACCOUNT  maintains  a broadly  diversified  portfolio
          consisting primarily of common stocks.

          The  CREF  MONEY  MARKET  ACCOUNT  maintains  a  portfolio  consisting
          primarily of short-term debt securities.

          The  CREF  BOND  MARKET  ACCOUNT  maintains  a  portfolio   consisting
          primarily of investment grade bonds.

          The CREF  SOCIAL  CHOICE  ACCOUNT  maintains  a  portfolio  consisting
          primarily of common  stocks,  investment  grade bonds,  and short-term
          debt securities.

In  the  future,  CREF  may  establish  other  Accounts  with  other  investment
portfolios.  CREF reserves the right to delete the CREF Bond Market Account, the
CREF  Social  Choice  Account,  and any future  Account.  As of the date of such
deletion, CREF will transfer your Accumulation,  if any, in such Account, to the
CREF Money Market Account unless you notify CREF otherwise.

2.  ACCUMULATION  UNITS. Each premium paid on your behalf will purchase a number
of Accumulation  Units  determined in accordance with the Rules of the Fund. The
premiums will be allocated  among CREF's  accounts in accordance  with your most
recent  instructions  received  by CREF,  as detailed in Section 20. The current
value of each Account's  Accumulation  Unit is based on the market value of that
Account's investments and will be determined in accordance with the Rules of the
Fund.

3. Your  ACCUMULATION  is the value of all of your  Accumulation  Units. It will
provide the benefits described in this certificate.

4. The  ANNUITY  STARTING  DATE  shown on Page 3 is the date  your  income is to
begin. The Date may be changed as explained in Sections 22 and 23.

5. An ANNUITY  UNIT is the unit of payment for all periodic  benefits.  The CREF
Stock and CREF Money Market  Accounts each maintain  separate  Annuity Units and
values.  The current  value of an Annuity  Unit will change from time to time to
reflect changes in that Account's investment,  mortality and expense experience.
The dollar  value of any  payment  will be the  product of the number of Annuity
Units to be paid and the then current value of an Annuity Unit. All CREF Annuity
Income  Options and Methods of Payment of the Death Benefit are  available  from
the CREF Stock Account and from the CREF Money Market Account.

6. A UNIT ANNUITY is a series of payments of the then  current  value of a fixed
number of Annuity  Units.  The number of Annuity Units to be paid and their then
current value will be determined in accordance with the Rules of the Fund, using
actuarial  methods.  The Options  under which you may receive  your Unit Annuity
Income are described in Part C.


<PAGE>



7. The SECOND  PARTICIPANT is the person you name, when starting to receive your
income under a Survivor Unit Annuity Option,  to receive a lifetime income if he
or she  survives  you. You may name your  spouse,  or any other person  eligible
under CREF's practices then in effect, to be a Second Participant.

8. The DEATH BENEFIT is the value of your  Accumulation.  It will be used to pay
your  beneficiary  an income under one of the methods set forth in Part D if you
die before the Annuity Starting Date.

9. A TRANSFER is the use of the value of some or all of your Accumulation  Units
to purchase  fixed dollar  benefits under a TIAA annuity  contract,  to purchase
Accumulation  Units in another CREF Account,  or to purchase  benefits through a
Funding  Vehicle  not  offered  by CREF or  TIAA.  The  conditions  applying  to
Transfers are set forth in Part E.

10. A LUMP-SUM  BENEFIT may be available to you before the Annuity Starting Date
and after Termination of Employment.  The provisions concerning this benefit are
detailed  in  Part F and may be  limited  under  the  terms  of your  Employer's
Retirement Plan.

11. A  VALUATION  DAY is a day on which the  dollar  values of the  Accumulation
Units in the CREF  Accounts  are  established.  The  procedure  for  determining
Valuation Days is contained in the Rules of the Fund.

12. A  BUSINESS  DAY is any day that the New  York  Stock  Exchange  is open for
trading.  A Business  Day ends at 4:00 p.m. New York time,  or, if earlier,  the
time trading on the New York Stock Exchange closes for that day.

13. The RULES OF THE FUND govern all matters affecting the interest of anyone in
CREF  to  the  extent  such  matters  are  not  specifically  provided  in  this
certificate.  The Board of Trustees of CREF may amend the Rules of the Fund from
time to time.  Amendments to such Rules are effective  only when approved by the
Superintendent  of  Insurance  of the  State  of New York as not  being  unfair,
unjust,  inequitable or prejudicial to the interest of anyone in CREF. A copy of
the Rules was  furnished to you when this  certificate  was issued;  you will be
notified of all amendments to the Rules.

14. The PRESENT VALUE is a one-sum payment made in lieu of a series of payments.
The  Present  Value of a series of  payments  of Annuity  Units is  computed  in
accordance with the Rules of the Fund.

15. Your EMPLOYER is the organization named on Page 3.

16. TERMINATION OF EMPLOYMENT for the purpose of determining the availability of
the Lump-sum  Benefit and the Unit  Annuity for a Fixed Period  Option is a bona
fide cessation of an employment relationship with your Employer.  Dissolution or
modification of the Retirement Plan;  changes in the name or affiliation of your
Employer; leaves of absence, with or without pay; vacations; or other events not
in fact a  termination  of employment  will not be  considered a Termination  of
Employment.




<PAGE>

17. A RETIREMENT PLAN is an employer's  plan,  qualifying  under Section 401(a),
403(a), or 403(b) of the Internal Revenue Code of 1986 ("IRC"), as amended,  for
providing retirement benefits for employees.

18. A FUNDING  VEHICLE is an annuity or an  investment  account  established  to
provide retirement benefits from monies remitted under a Retirement Plan.

                          PART B: CONTRACT AND PREMIUMS

19. THE CONTRACT.  The Contract is the entire  contract  between the parties and
its provisions  alone will govern with respect to the rights and  obligations of
CREF. The sole  responsibility  of the Contract Holder is to serve as a party to
the Contract. Any Employer paying premiums under the Contract shall be deemed to
accept  its  terms  and those of the  trust  agreement  under  which it has been
issued.
         The payment of  premiums is the  consideration  for the  Contract.  The
Contract may be amended by agreement of CREF and the Contract Holder without the
consent  of any other  person,  provided  that such  change  does not reduce any
benefit  purchased  under this  certificate up to that time. Any  endorsement or
amendment of this  certificate or waiver of any of its provisions  will be valid
only if in writing and signed by an Executive Officer or Registrar of CREF.

20.  PREMIUMS.  All premiums on your behalf must be remitted  under the terms of
your   Employer's   Retirement   Plan.  We  have  issued  this   certificate  in
consideration  of premiums  paid on your  behalf.  All premiums and benefits are
payable  at CREF's  home  office in New York,  NY.  Premiums  may be paid in any
amount and at any frequency, in accordance with your Employer's Retirement Plan.
CREF will accept premiums on your behalf if they are remitted before the Annuity
Starting  Date or your prior death.  CREF  reserves the right to stop  accepting
premiums under the Contract at any time.
     You may  allocate  any  whole  number  percentage  of a  premium  to a CREF
Account. CREF will credit your premiums among the Accounts according to the most
recent  instructions  CREF has received  from you.  Your right to allocate  such
premiums to the Bond Market Account,  to the Social Choice  Account,  and to any
future CREF Account may be limited under the terms of your Employer's Retirement
Plan. If no allocation  instructions  have been  received,  all premiums will be
allocated to the Money Market Account.

21. UNCONDITIONAL PROTECTION AGAINST LAPSE OR FORFEITURE. The benefits described
in your  certificate  will not lapse after the first  premium has been paid.  If
premiums  cease,  you  continue  to own all  benefits  to be  derived  from  the
Accumulation Units already purchased.



<PAGE>

                        PART C: YOUR UNIT ANNUITY INCOME

22.  CHANGING YOUR ANNUITY  STARTING  DATE. Any time before you start to receive
your Unit Annuity Income,  you may change the Annuity Starting Date to the first
of any month after the date of the  change,  but not to a month later than April
of the calendar year following the calendar year in which you attain age 70 1/2.
If prior to your  sixty-fifth  birthday you have not chosen an Annuity  Starting
Date,  you will be deemed to have chosen the first of the month  following  that
birthday.

The portion, if any, of your Accumulation equal to:

         (a) amounts  attributable to funds transferred to your certificate from
         a custodial account  established under IRC Section 403(b)(7);  plus (b)
         amounts  attributable  to  premiums  paid to an IRC  Section  403(b)(1)
         annuity contract as elective deferrals under a salary
         reduction  agreement  (within the  meaning of IRC Section  403(b)(11));
         less (c) the value, if any, of the amounts  described in (b) determined
         as of December 31, 1988;
will not be available to provide Income Benefits until you:
         (1) attain age 59 1/2;
         (2) separate  from  service  of  the  employer  under  whose  plan  the
         aforementioned portion is attributable;
         (3) die; 
         (4) become disabled
         within the meaning of IRC Section 72(m)(7);  or 
         (5) encounter  financial  "hardship"  within the meaning of IRC Section
         403(b).
In the case of hardship,  any earnings  credited after December 31, 1988, and in
addition,  any contributions paid after December 31, 1988 to a custodial account
established  under IRC Section  403(b)(7) other than elective  deferrals under a
salary reduction agreement, will not be available for distribution.

Any request  for an early  withdrawal  due to  disability  or  hardship  must be
submitted with evidence of the disability or hardship on forms  satisfactory  to
TIAA and not inconsistent with applicable law.

23. STARTING YOUR UNIT ANNUITY INCOME.  Payment of your Unit Annuity Income will
begin as of the Annuity  Starting  Date you have chosen,  if you are then living
and:

         A) you have sent us this certificate;
         B) you have  chosen,  as  provided  in  Section  44,  one of the Income
         Options set forth in Section 24.
         C) if you choose an Income Option that pays a lifetime income,  we have
         received  due  proof of your age and,  if you  choose a  Survivor  Unit
         Annuity Option, the age of your Second Participant; 





<PAGE>

         D) if you choose a Unit Annuity for a Fixed  Period,  we have  received
         written certification  from your Employer of Termination of  Employment
         and of your eligibility for this Income Option;  and 
         E) if your  Accumulation is subject to the requirements of the Employee
         Retirement  Income  Security Act of 1974 ("ERISA"),  as  amended,  that
         are  described  in Part G,  and you are married  and  have not chosen a
         Survivor  Unit  Annuity  Option,  we have received  a certified  waiver
         of your  spouse's  right to a  survivor annuity.

If the  requirements  of this  Section  have not been  completed  by the Annuity
Starting Date you have chosen, the Annuity Starting Date will be deferred to the
first of the month after the  requirements  have been  completed or to the April
first of the calendar  year  following the calendar year in which you attain age
70 1/2, whichever comes first.

24. INCOME  OPTIONS are the ways in which you may have your Unit Annuity  Income
paid to you.  Any time  before the  Annuity  Starting  Date,  you may choose the
Option you want. You may change your choice any time before payments begin,  but
once they have begun no change can be made.  The Unit Annuity for a Fixed Period
is available only after Termination of Employment,  and may be limited under the
terms  of  your  Employer's  Retirement  Plan.  Your  Accumulation  will  be the
consideration for a CREF individual pay-out unit-annuity  certificate  providing
for the Income  Option you choose.  Each of the Income  Options is  available in
either the Stock Account or the Money Market Account.
         If all or part of your  Accumulation is  attributable to  contributions
made under a  retirement  plan or tax  deferred  annuity  plan subject to ERISA,
then, only to the extent required by the IRC or ERISA,  your rights to choose an
Income  Option are subject to the right of your  spouse,  if any, to benefits as
explained in Part G.

These are the Income  Options from which you may choose.  All of them provide an
income for you,  some provide that  payments will continue for the lifetime of a
Second  Participant  and some provide that  payments  will continue in any event
during a guaranteed or fixed period as explained in Section 25:

         SINGLE LIFE UNIT ANNUITY.  A payment will be made to you  each month as
         long as you live. All payments cease at your death.This Option provides
         nothing for anyone after your death.

         UNIT  ANNUITY FOR A FIXED  PERIOD.  A payment  will be made to you each
         month for a fixed  period  of not less  than five nor more than  thirty
         years, as chosen.  At the end of the period chosen, no further payments
         will be made.  If you die  before  the end of the  period  chosen,  the
         monthly payments will continue to the end of that period. Your right to
         receive a Unit  Annuity for a Fixed  Period may be limited by the terms
         of your Employer's Retirement Plan. This Option is only available after
         Termination of Employment.




<PAGE>




         LIFE UNIT ANNUITY WITH 10-, 15- OR 20-YEAR GUARANTEED PERIOD. A payment
         will be made to you each  month as long as you live.  If you die before
         the end of the guaranteed period you have chosen, monthly payments will
         continue to the end of that period.

         SURVIVOR UNIT ANNUITY OPTIONS.  Under each of these Options,  a payment
         will be made to you each month as long as you live,  and payments  will
         be continued for life to the Second Participant you have named if he or
         she survives you. After payments  begin,  you cannot change your choice
         of Second  Participant.  The number of  Annuity  Units paid to you or a
         surviving  Second  Participant  each  month  depends  on which of these
         Options you choose:

                  FULL BENEFIT TO SURVIVOR WITH OR WITHOUT A 10-, 15- OR 20-YEAR
                  GUARANTEED  PERIOD.  At the death of either you or your Second
                  Participant,   the  monthly  payments  that  continue  to  the
                  survivor  will be the full number of Annuity  Units that would
                  have been paid if both had lived.  If you choose a  guaranteed
                  period and you and your Second Participant both die before the
                  end of the period  chosen,  the same  number of Annuity  Units
                  will continue to be paid to the end of that period; otherwise,
                  all payments  will cease at the death of the last  survivor of
                  you and the Second Participant.

                  TWO-THIRDS  BENEFIT TO SURVIVOR  WITH OR WITHOUT A 10-, 15- OR
                  20-YEAR  GUARANTEED PERIOD. At the death of either you or your
                  Second Participant,  the monthly payments that continue to the
                  survivor will be  two-thirds  the number of Annuity Units that
                  would  have  been  paid if both  had  lived.  If you  choose a
                  guaranteed period and you and your Second Participant both die
                  before the end of the period chosen,  the two-thirds number of
                  Annuity  Units  will  continue  to be  paid to the end of that
                  period; otherwise, all payments will cease at the death of the
                  last survivor of you and the Second Participant.

                  HALF BENEFIT TO SECOND  PARTICIPANT WITH OR WITHOUT A 10-, 15-
                  OR  20-YEAR  GUARANTEED  PERIOD.  The full  monthly  number of
                  Annuity  Units  will not  change as long as you live.  If your
                  Second  Participant  survives  you,  he or  she  will  receive
                  payments  each month of one-half  the number of Annuity  Units
                  you would  have  received  if you had  lived.  If you choose a
                  guaranteed period and you and your Second Participant both die
                  before the end of the period  chosen,  the one-half  number of
                  Annuity  Units  will  continue  to be  paid to the end of that
                  period; otherwise, all payments will cease at the death of the
                  last survivor of you and the Second Participant.



<PAGE>

AUTOMATIC  ELECTION  PROVISION.  If on the Annuity  Starting Date  determined in
accordance  with Sections 22 and 23, you have not chosen an Income  Option,  you
will be deemed to have chosen the "Life Unit  Annuity  with  10-Year  Guaranteed
Period"  Option  if you are then not  married,  or the "Half  Benefit  to Second
Participant with 10-Year Guaranteed Period" Option if you are then married.

25. PAYMENTS TO THE END OF A GUARANTEED OR FIXED PERIOD.  At the time you choose
an Income Option, you name the person or persons to receive these payments.  You
may later change the named  persons and, if you choose a Survivor  Unit Annuity,
after your death your surviving Second  Participant may change the named persons
unless you direct otherwise.

         Any  monthly  payments  due after your death and,  if you have chosen a
Survivor  Unit  Annuity  Option,  the  death of your  Second  Participant,  will
continue  to the  surviving  person or  persons  named to  receive  them for the
remainder of the  guaranteed or fixed period you have chosen.  The Present Value
of these payments may be paid in one sum unless we are directed otherwise. If no
one has been  named to  receive  these  payments,  or if no one so named is then
living,  the  Present  Value  will be paid in one sum to your  estate or, if you
chose a Survivor Unit Annuity Option,  to the estate of the last survivor of you
and your Second Participant.
         If a  person  receiving  these  payments  dies  before  the  end of the
guaranteed  or fixed period,  the Present  Value of any payments  still due that
person will be paid to any other  surviving  person or persons  named to receive
it. If no one has been so named, the Present Value will be paid to the estate of
the last person who was receiving these payments.

26. The NUMBER OF ANNUITY  UNITS in each  Account will be  determined  as of the
Annuity Starting Date, in accordance with the Rules of the Fund, by:

        A) the value of your Accumulation Units in the Account at that time;
        B) the Income Option you choose;
        C) if you choose an Income Option that pays a lifetime income, your age;
        D) if you choose one  of  the Survivor Unit Annuity Options, your Second
        Participant's age; and 
        E) the value of the Account's Annuity Unit at that time.

If your initial Unit Annuity  payment would be less than $25, CREF will have the
right to change to quarterly,  semi-annual or annual  payments,  whichever would
result in an initial  payment of $25 or more and the shortest  interval  between
payments.

                              PART D: DEATH BENEFIT

27. THE DEATH BENEFIT.  If you die before the Annuity  Starting Date,  CREF will
pay the Death  Benefit to your  beneficiary  under one of the Methods of Payment
set forth in Section  31. You may choose the  Method  during  your  lifetime  as
explained in Section 44. If you do not so choose, your beneficiary will make the
choice when he or she becomes entitled to payments. You may change the Method at
any time before  payments  begin.  After your death,  your  beneficiary may also
change  the Method  chosen by you,  if you so  provide.  Any choice of Method or
change of such choice must be made in writing as explained in Section 44.



<PAGE>

28.  NAMING  YOUR  BENEFICIARY.  Beneficiaries  are  persons  you name,  in form
satisfactory to CREF, to receive the Death Benefit if you die before the Annuity
Starting Date. You may designate  different  classes of  beneficiaries,  such as
primary  (first)  and  contingent  (secondary).  These  classes set the order of
payment.  If a class  contains  more than one person,  the Death Benefit will be
paid to the then living persons in the class in equal shares, unless you provide
otherwise.  For example,  if you die before the Annuity  Starting  Date,  having
named your spouse as primary  beneficiary  and  "children"  as equal  contingent
beneficiaries, your spouse would receive the Death Benefit if he or she survived
you. But if your spouse did not survive you, then your surviving  children would
receive the Death Benefit in equal shares.
         The terms  "children"  or "my  children" may be used to name a class of
beneficiaries, either primary or contingent. Unless you specify otherwise, these
terms will mean all children born of your marriage or marriages and any children
legally adopted by you. The term "children" also has the same inclusive  meaning
when used to name as beneficiaries the children of your spouse, your child, your
brother or your sister.
         If all or part of your  Accumulation is  attributable to  contributions
made under a  retirement  plan or tax  deferred  annuity  plan subject to ERISA;
then,  only to the extent  required  by the IRC or ERISA,  your rights to name a
beneficiary  for the Death  Benefit are subject to the right of your spouse,  if
any, to benefits as explained in Part G.
         If you name your estate as beneficiary, or if none of the beneficiaries
you have named is alive at the time of your  death,  the Death  Benefit  will be
paid to your estate in one sum.
         If you die prior to the  Annuity  Starting  Date never  having  named a
beneficiary,  your  estate  and  your  surviving  spouse,  if  any,  become  the
beneficiaries as follows:

         A) if you leave no surviving spouse, the Death Benefit will be  paid to
         your estate in one sum;
         B) if you leave a surviving  spouse,  your spouse will  receive a Death
         Benefit,  payable  under one of the  Methods  of  Payment  of the Death
         Benefit,   which  is  the  actuarial  equivalent  of  one-half  of  the
         Accumulation with the remainder of the Accumulation  being paid to your
         estate in one sum.

29. CHANGING YOUR BENEFICIARY. At any time before the Annuity Starting Date, you
may change your  beneficiary  or add or delete  beneficiaries  as  explained  in
Section 44,  subject to the rights,  if any, of your spouse as described in Part
G.

30. PAYMENT OF THE DEATH BENEFIT.  Payment of the Death Benefit under one of the
Methods  set  forth in  Section  31 will  start as of the first day of the month
after we have received:

         A) this certificate;
         B) due proof of your death;




<PAGE>

         C) the choice, as provided in Section 44, of a Method of Payment set
         forth in Section 31; and 
         D) due proof of the beneficiary's age,  if  the  Method  chosen  pays a
         lifetime income.

The amount to be paid under the  Single-sum  Method will be determined as of the
end of the Business Day in which all the above requirements are met.

31. METHODS OF PAYMENT. The Death Benefit will be paid to your beneficiary under
one of the Methods shown below.  For all Methods except  Single-sum and Transfer
to a TIAA Pay-out  Contract,  the Death Benefit will be the  consideration for a
CREF individual pay-out certificate  providing for the Method of Payment chosen.
Each of the Methods of Payment,  other than the Single-sum and the Transfer to a
TIAA Pay-out  Contract,  is  available in either the Stock  Account or the Money
Market Account.
     The  distribution  of the Death Benefit under any Method of Payment must be
made over the lifetime of your  beneficiary  or over a period not exceeding your
beneficiary's life expectancy.  The Death Benefit must be applied under a chosen
Method of Payment within one year of the date of your death;  otherwise payments
will be made to your  beneficiary  beginning  on the  first  day of the month in
which the first anniversary of your date of death occurs, under the Unit Annuity
for a Fixed  Period  Method  for a  period  of five  years  with  payments  made
annually.

         SINGLE-SUM.  The Death Benefit will be paid to your beneficiary in one 
         sum.

         SINGLE LIFE UNIT  ANNUITY.  A payment will be made to your  beneficiary
         each month for life. All payments will cease at his or her death.  This
         Method provides nothing for anyone after the death of your beneficiary.

         LIFE UNIT ANNUITY WITH 10-, 15- OR 20-YEAR GUARANTEED PERIOD. A payment
         will be made to your beneficiary each month for life. If he or she dies
         before the end of the guaranteed  period chosen,  the monthly  payments
         will continue to the end of that period as explained in Section 32.

         UNIT  ANNUITY  FOR A  FIXED  PERIOD.  A  payment  will  be made to your
         beneficiary  each month for a fixed period of not less than two or more
         than thirty  years,  as chosen.  At the end of the period  chosen,  the
         entire Death  Benefit  will have been paid out and no further  payments
         will be made.  If your  beneficiary  dies  before the end of the period
         chosen,  monthly  payments  will  continue to the end of that period as
         explained in Section 32.

         UNIT DEPOSIT.  CREF will hold your beneficiary's  Accumulation Units on
         deposit  for a chosen  period of not less than two nor more than thirty
         years. No periodic  payments will be made under this Method. At the end
         of the  period  chosen,  CREF  will  make a  one-sum  payment  to  your
         beneficiary. This one-sum payment will be the then current value of all
         Accumulation  Units  held  by  CREF  for  your  beneficiary.   If  your
         beneficiary  dies while any part of the Death  Benefit is held by CREF,
         that amount will be payable as  explained  in Section 32.  Instead of a
         chosen period,  the Accumulation  Units may be held on deposit for "the
         lifetime of the  beneficiary,"  with the one-sum payment made after the
         death of your beneficiary as explained in Section 32.
         The value of the Death  Benefit  placed  under this  Method  must be at
         least $5,000.



<PAGE>




         TRANSFER TO A TIAA  PAY-OUT  CONTRACT.  CREF will pay to TIAA the Death
         Benefit  for the  purchase  of a  pay-out  annuity  on the  life of the
         beneficiary,  or a pay-out  annuity for a fixed period of not less than
         two nor more than thirty years, or an Interest Payments contract for A)
         the lifetime of the  beneficiary or B) a chosen period of not less than
         two nor more than thirty  years.  The premium and pay-out rates for the
         TIAA  contract  will be the rates  applying to such  transfers  at that
         time;  the contract  will give the  beneficiary  the same rights as any
         person then being issued a similar TIAA contract.  The value of a Death
         Benefit transferred under this Method must be at least $1,000; however,
         if an  Interest  Payments  contract  is  chosen,  the  value of a Death
         Benefit transferred must be at least $5,000.

         If any Method chosen,  except Unit Deposit,  would result in an initial
payment of less than $25, CREF will have the right to require a change in choice
that will result in an initial payment of not less than $25 a month.

32. PAYMENTS AFTER THE DEATH OF A BENEFICIARY. Any monthly payments still due at
the  death of your  beneficiary  during a  guaranteed  or fixed  period  will be
continued to the person or persons named by you or your  beneficiary  to receive
them.  The Present Value of these  payments may be paid in one sum unless we are
directed otherwise.
         If no one has been named to  receive  these  payments,  or if no one so
named is living at the death of your beneficiary, the Present Value will be paid
in one sum to your beneficiary's estate.
         If a  person  receiving  these  payments  dies  before  the  end of the
guaranteed  or fixed period,  the Present  Value of any payments  still due that
person will be paid to any other  surviving  person or persons  named to receive
it. If no one has been so named, the Present Value will be paid to the estate of
the last person who was receiving these payments.
         If your beneficiary dies while any Accumulation  Units are held by CREF
under the Unit Deposit Method,  their then current value will be paid in one sum
to the  surviving  person or  persons  named to  receive  it. If no such  person
survives your beneficiary, the then current value of all Accumulation Units held
on deposit will be paid in one sum to your beneficiary's estate.

33.  The  NUMBER  OF  ANNUITY  UNITS FOR A  BENEFICIARY  in an  Account  will be
determined, in accordance with the Rules of the Fund, by:



<PAGE>



         A) the value of your Accumulation Units in the Account as of  the  date
         of your death;
         B) the Method of Payment chosen for the Death Benefit;
         C) if the Method chosen pays a lifetime income, the age of your 
         beneficiary; and
         D) the value of the Account's Annuity Unit.

                                PART E: TRANSFERS

34. You may TRANSFER some or all of your Accumulation  Units from a CREF Account
(a) to purchase  Accumulation  Units in one of the other CREF  Accounts,  (b) to
purchase a TIAA  fixed-dollar  annuity,  or (c) to transfer to a Funding Vehicle
not offered by CREF or TIAA,  if provided for under your  Employer's  Retirement
Plan.

Your request for a Transfer must be made before the Annuity Starting Date and is
subject to the following conditions:

         A) the Transfer  will take effect and all values will be  determined as
         of the end of the Business Day in which CREF  receives your request for
         Transfer,  or if you choose,  the last day of the current month or of a
         specified future month; 
         B) the request for a Transfer cannot be revoked
         after the  effective  date of such  Transfer;  
         C) if less than the full Accumulation in an Account is being
         Transferred, the amount Transferred  must be at least $1,000; and 
         D) for a Transfer to a TIAA fixed-dollar annuity you will have the same
         rights under the TIAA contract as any person then being issued a 
         similar contract.

The  number of your  Accumulation  Units  will be reduced by the number of units
Transferred.

CREF  reserves  the  right to limit  Transfers  to not  more  than  twice in any
calendar year.

Your right to Transfer to the Bond Market Account, to the Social Choice Account,
to any future CREF  Account  and/or to a Funding  Vehicle not offered by CREF or
TIAA, may be limited under the terms of your Employer's Retirement Plan.

                            PART F: LUMP-SUM BENEFITS

35. AVAILABILITY OF LUMP-SUM BENEFIT.  After Termination of Employment,  you may
choose to receive a Lump-sum  Benefit from some or all of a specified  Account's
Accumulation  Units, if provided for under your Employer's  Retirement Plan. The
portion of the Accumulation  available to you as a Lump-sum Benefit,  as well as
the timing and  frequency of such  payments,  may be limited by your  Employer's
Retirement Plan.
         If all or part of your  Accumulation is  attributable to  contributions
made under a  retirement  plan or tax  deferred  annuity  plan subject to ERISA;
then, only to the extent required by the IRC or ERISA,  your rights to receive a
Lump-sum Benefit are subject to the right of your spouse, if any, to benefits as
explained in Part G.




<PAGE>




36. PAYMENT OF THE LUMP-SUM BENEFIT. Your request for a Lump-sum Benefit must be
made  before  the  Annuity  Starting  Date,  and is  subject  to  the  following
conditions:

         A)       all values will be  determined  as of the end of the  Business
                  Day in  which  CREF  has  received:  (1)  your  request  for a
                  Lump-sum Benefit; (2) written certification from your Employer
                  of  Termination of Employment  and of your  eligibility  for a
                  Lump-sum  Benefit;  (3)  all  premiums  to  be  paid  to  your
                  certificate  under  your  Retirement  Plan;  and  (4) if  your
                  Accumulation is subject to the ERISA requirements described in
                  Part G, and you are married,  your spouse's written consent to
                  the payment of the Lump-sum Benefit;
         or,  if  you  choose,  the  last  day of the then-current month or of a
         specified future month;
         B) the  request  for a Lump-sum  Benefit  cannot be  revoked  after the
         effective date of such Lump-sum Benefit; and 
         C) if the Lump-sum Benefit is less than the  full  Accumulation  in  an
         Account,  the Lump-sum Benefit must be at least $1,000.

                       PART G: SPOUSE'S RIGHT TO BENEFITS

37.  SPOUSE'S  RIGHT  TO  BENEFITS.  If all or  part  of  your  Accumulation  is
attributable  to  contributions  made under a  retirement  plan or tax  deferred
annuity plan subject to ERISA;  then,  only to the extent required by the IRC or
ERISA,  your rights to receive a Lump Sum Benefit,  to choose an Income  Option,
and to name a beneficiary for the Death Benefit are subject to the right of your
spouse, if any, to benefits as follows:

         SPOUSE'S  SURVIVOR  UNIT  ANNUITY  INCOME.  If you are  married  on the
         Annuity  Starting  Date,  your  Income  Benefit  must be  paid  under a
         Survivor  Unit  Annuity  Option with your spouse as Second  Participant
         unless  we  receive,  in form  satisfactory  to CREF,  a waiver of your
         spouse's  right to a Survivor  Unit Annuity  Income with your  spouse's
         written consent or verification that your spouse cannot be located.

         SPOUSE'S SURVIVOR DEATH BENEFIT. If you die before the Annuity Starting
         Date and you are then married, the payment of the Death Benefit to your
         named  beneficiary is subject to your spouse's right to receive a Death
         Benefit of a unit-annuity which is the actuarial equivalent of one-half
         of  the  portion  of  the   Accumulation,   if  any,   attributable  to
         contributions  made under a plan subject to ERISA.  Your spouse's right
         to a Survivor  Death  Benefit may be waived,  in form  satisfactory  to
         CREF,  with your spouse's  written  consent or  verification  that your
         spouse  cannot be located.  A waiver of the Survivor  Death Benefit may
         not be made  prior to the year in  which  you  attain  age 35,  or,  if
         earlier,  your  termination  of employment  with the  institution  then
         remitting premiums for this certificate.



<PAGE>


         YOUR  LUMP-SUM  BENEFIT.  If you are  married on the date you request a
         Lump-sum Benefit,  we must receive,  in form satisfactory to CREF, your
         spouse's  written  consent to the  payment of the  Lump-sum  Benefit or
         verification that your spouse cannot be located.

Verification  of your marital status may be required,  in form  satisfactory  to
CREF, for purposes of  establishing  your spouse's right to benefits or a waiver
of these rights.  You may revoke a waiver of your spouse's  right to benefits at
any time during your lifetime and before the Annuity  Starting Date. Your spouse
may not revoke a consent  after the  consent has been given.  38.  LIABILITY  OF
CREF. Any action taken by CREF in good faith before receiving  written notice of
a waiver  of rights  included  in this  certificate,  or of  revocation  of such
waiver,  will not subject  CREF to liability  because our acts were  contrary to
what was stated in such waiver or revocation.

                           PART H: GENERAL PROVISIONS

39. REPORT OF  ACCUMULATION.  Once each year until the Annuity Starting Date, we
will mail you a report for the calendar year just ended.  It will show the value
of your Accumulation (Death Benefit) as of the end of the year.

40. NO  ASSIGNMENT.  Neither  you nor any other  person may assign,  pledge,  or
transfer  ownership of this  certificate  or any benefits under the terms of the
Contract. Any such action will be void and of no effect.

41. NO LOANS. The Contract does not provide for loans.

42. LIMITED CASH SURRENDER BENEFITS. The only provision for cash surrender under
the Contract is the Lump-sum Benefit. There is no other cash surrender available
under the terms of the Contract.

43. PROTECTION AGAINST CLAIMS OF CREDITORS.  The benefits and rights accruing to
you or any other  person  under  the  Contract  are  exempt  from the  claims of
creditors  or  legal  process  to the  fullest  extent  permitted  by law.  This
protection  is  contained  in the statute of the State of New York  establishing
CREF.

44.  PROCEDURE  FOR ELECTIONS AND CHANGES.  You, or your Second  Participant  or
beneficiary  having the right to do so, may elect or change,  in accordance with
the  terms  of  your  certificate,  any  of  the  following  by  written  notice
satisfactory to CREF sent to its home office in New York, NY:

         A) the Annuity Starting Date;
         B) an Income Option;
         C) a Transfer;
         D) a Lump-sum Benefit;
         E) a Method of Payment for the Death Benefit;



<PAGE>



         F) a beneficiary or any person named to receive payments remaining due;
         or
         G) the allocation of future premiums among the CREF Accounts.

No such notice will take effect unless it is received by CREF.  When received it
will be  considered  operative as of the date it was signed,  whether or not the
signer is living at the time we receive  it.  Any  action  taken by CREF in good
faith before receiving the notice will not subject CREF to liability because our
acts were contrary to what was stated in the notice.

45. PAYMENT TO AN ESTATE, GUARDIAN, TRUSTEE, ETC. CREF reserves the right to pay
in one sum  the  Present  Value  of any  benefits  due an  estate,  corporation,
partnership,  trustee  or other  entity not a natural  person.  CREF will not be
responsible  for the acts or neglects of any  executor,  trustee,  guardian,  or
other third party to whom payment is made.

46.  SERVICE OF  PROCESS  UPON CREF.  We will  accept  service of process in any
action or suit against us on the Contract in any court of competent jurisdiction
in the United  States,  Puerto Rico or Canada  provided such process is properly
made.  We will also accept such  process  sent to us by  registered  mail if the
plaintiff is a resident of the state, district,  territory, or province in which
the action or suit is brought.

This  Section  does not waive any of our rights,  including  the right to remove
such action or suit to another court.

47. BENEFITS BASED ON INCORRECT DATA. If the amount of benefits is determined by
data as to a  person's  age and if that  data  is  incorrect,  benefits  will be
recalculated  on  the  basis  of  the  correct  data.  If  any  overpayments  or
underpayments  have been made by CREF,  adjustments  will be made in  accordance
with the Rules of the Fund.

48. PROOF OF SURVIVAL.  CREF  reserves the right to require  satisfactory  proof
that anyone named to receive  benefits  under the terms of the Contract is alive
on the date any  benefit  payment is due.  If this proof is not  received  after
requested in writing,  CREF will have the right to make  reduced  payments or to
withhold  payments  entirely  until such proof is received.  If under a Survivor
Unit Annuity Option,  CREF has overpaid benefits because of a death,  subsequent
payments  will be reduced or withheld  until the amount of the  overpayment  has
been recovered.

49. NON-FORFEITURE OF BENEFITS.  Benefits payable under the Contract will not be
less than the  minimum  required  as of the Date of Issue by any  statute of the
State of New  York.  Any  benefits  purchased  cannot  be  forfeited  under  the
Contract.

50.  CORRESPONDENCE  AND REQUEST FOR  BENEFITS.  No notice,  application,  form,
premium  payment,  or request for  benefits  will be deemed to be received by us
unless it is received at our home  office.  All benefits are payable at our home
office.  Any questions about the Contract or this certificate or inquiries about
our service should be directed to us at our address:



<PAGE>

                                      CREF
                                730 Third Avenue
                               New York, NY 10017.

51.  OVERPAYMENTS  OF PREMIUMS.  Any  payments of premiums  made in error by the
Employer in excess of those required by the Retirement  Plan will be refunded to
the  Employer  if  requested  in writing by the  Employer  prior to the  Annuity
Starting Date subject,  however,  to prior  Transfers or Lump-sum  Benefits made
from  such  funds.  CREF is  entitled  to rely on  information  provided  by the
Employer.  The  Employer  shall  indemnify  CREF and hold CREF  harmless for any
action taken in reliance on such request.

52. COMPLIANCE WITH LAWS AND REGULATIONS.  CREF will administer the Contract and
this certificate to comply with all laws and regulations pertaining to the terms
and conditions of the Contract and this certificate. If the Contract and/or this
certificate  conflict  with  any  applicable  law  or  regulation,  such  law or
regulation will prevail.

         The choice of Income  Option,  Method of  Payment  of a Death  Benefit,
Lump-sum Benefit,  Annuity Starting Date,  Beneficiary or Second  Participant as
set  forth  in  the  certificate  is  subject  to the  applicable  restrictions,
distribution  requirements,  and incidental benefit requirements of the Internal
Revenue  Code of 1986,  as  amended,  and the  rulings  and  regulations  issued
thereunder, and the Employee Retirement Income Security Act of 1974, as amended,
and the rulings and regulations issued thereunder.






                        COLLEGE RETIREMENT EQUITIES FUND
                                 NEW YORK, N.Y.

             ROLLOVER INDIVIDUAL RETIREMENT UNIT-ANNUITY CERTIFICATE

 Certificate        Date of Issue        Date of Birth     Annuity Starting Date
   Number            Mo. Day Yr.          Mo. Day Yr.           Mo. Day Yr.
 B-300000-0          03  01  1992          12  20  1952          01  01  2018

  Participant        DOE, JOHN J

This is to certify that you, as the owner (Participant), of this certificate are
entitled to share in the benefits of College Retirement Equities Fund ("CREF" or
"Fund").

This page refers briefly to some of the features  described in your certificate.
The next pages set forth in detail the rights and  obligations  of both CREF and
you under the certificate.

                 PLEASE READ YOUR CERTIFICATE. IT IS IMPORTANT.

                               GENERAL DESCRIPTION

All premiums must be Rollover Amounts that meet the requirements of the Internal
Revenue Code. Each premium paid to CREF purchases a number of Accumulation Units
representing your share in CREF. You may convert these into an income of Annuity
Units.

When you are ready to start receiving your income,  you choose the Income Option
you want from among those described in your certificate.  All options provide an
income for you, and all but one also have some provision for another person,  to
be named by you.

If you die before starting to receive annuity income,  your  Accumulation  Units
will provide a benefit for your Beneficiary  under one of the methods  described
in your certificate.

At least  once each  year we will  report  to you on any  premiums  paid and the
current value of your Accumulation Units.

You  may  choose  to  withdraw,  as a  Lump-sum  Benefit,  all or  part  of your
Accumulation before starting to receive an income.

You, or your  Beneficiary at your death,  may have CREF pay the value of some or
all of your Accumulation Units to Teachers Insurance and Annuity  Association of
America  ("TIAA") for the purchase of a fixed-dollar  contract,  as explained in
your certificate.

30 DAY  RIGHT TO  EXAMINE  YOUR  CERTIFICATE.  You have 30 days from the day you
receive this  certificate  to examine and to cancel it if you decide not to keep
it. To cancel the certificate,  simply send us your written request to cancel at
the address  below.  As of the end of the Business Day in which we have received
your  request,  CREF will refund to the  remitter the  accumulated  value of all
premiums paid. As of that date, the  certificate  will be void as of the date of
issue and no benefits will be provided under it. If this  certificate was issued
as a result of a transfer from another contract or certificate issued by TIAA or
CREF, the  accumulated  value of the premium will be reinstated in such contract
or certificate as of the date of cancellation.

       THIS CERTIFICATE CANNOT BE ASSIGNED, NOR DOES IT PROVIDE FOR LOANS.
                       THIS CERTIFICATE DOES NOT GUARANTEE
                  ANY FIXED-DOLLAR AMOUNT OF ANNUITY PAYMENTS.




<PAGE>





                        INDEX OF PROVISIONS

                                                       Section
Accounts
             - Definition....................................1
             - Deletion.....................................49
Accumulation - Definition....................................3
Accumulation Units
             - Definition....................................2
             - Number of.....................................4
Amendment, Right to Amend...................................56
Annuity Benefit
             - Annuity Unit..................................6
             - Unit Annuity.................................18
Annuity Starting Date
             - Change of....................................23
             - Definition....................................5
Assignment - Void and of no effect..........................45
Benefits
             - Based on Incorrect Data......................53
             - Requests for.................................58
Business Day.................................................8
Certificate - Changes to....................................20
Claims of Creditors - Protection against....................47
Commuted Value - Definition................................. 9
Correspondence with us......................................58
Death Benefit
             - Beneficiary...................................7
             - Changing the Beneficiary.....................30
             - Definition...................................10
             - Methods of Payment...........................31
             - Naming Your Beneficiary......................29
             - Number of Annuity Units......................33
             - Payment of...................................28
             - Payments after death of
                       Beneficiary..........................32
Distribution, amount required to be distributed.............39
Distribution Periods, requirements
             - Distribution beginning after death...........41
             - Distribution beginning before
                       death................................40
             - Limits on Distribution Periods...............38
             - Required Beginning Date......................37
Distribution Requirements - Definitions.....................42
Elections and Changes - Procedure...........................50
Errors, premium received in error...........................57
Exclusive Benefit...........................................46
Income Benefit
             - Definition...................................11
             - Number of Annuity Units......................27
             - Options......................................25
             - Guaranteed or fixed periods..................26
             - Starting payments............................24
Lump-sum Benefit
             - Availability of..............................35
             - Definition...................................14
             - Payment of...................................36
IRA - Definition............................................12
IRC - Definition............................................13
Lapse or Forfeiture - Protection against....................22
Laws and Regulations - Compliance with......................55
Loans - Loans not available.................................45
Non-Forfeiture of Benefits..................................48
Ownership...................................................44
Payment to an Estate, Trustee, etc..........................51
Premiums....................................................21
Proof of Survival...........................................54
Report of Premiums and Accumulation.........................43
Rollover Amount
             - Definition of................................15
- - Premiums must be Rollover
                       Amounts..............................21
Rules of the Fund - Definition..............................16
Second Participant..........................................17
Service of Process upon CREF................................52
Transfer....................................................34
Valuation Day - Definition..................................19




<PAGE>

                        COLLEGE RETIREMENT EQUITIES FUND


CERTIFICATE           DATE OF      DATE OF          ANNUITY STARTING
   NUMBER              ISSUE        BIRTH                 DATE

[B-300000-0         03 01 1992   12 20 1952            01 01 2018]

PARTICIPANT       [DOE, JOHN J]

SOCIAL SECURITY NUMBER:   [999-99-9999]



[THIS  CERTIFICATE WAS MADE AND DELIVERED IN THE STATE OF NEW YORK. THE VALIDITY
AND EFFECT OF ALL  RIGHTS  AND DUTIES  UNDER THIS CERTIFICATE  ARE  GOVERNED  BY
THE LAWS THERE IN FORCE.]


<PAGE>






                     PART A: TERMS USED IN THIS CERTIFICATE

1. ACCOUNTS.  CREF maintains the following four investment Accounts,  each  with
its own distinct investment portfolio:

The CREF STOCK  ACCOUNT  maintains a broadly  diversified  portfolio  consisting
primarily of common stocks.

The CREF MONEY  MARKET  ACCOUNT  maintains a portfolio  consisting  primarily of
short-term debt securities.

The CREF BOND  MARKET  ACCOUNT  maintains a portfolio  consisting  primarily  of
investment grade bonds.

The  CREF  SOCIAL  CHOICE  ACCOUNT maintains  a  portfolio  consisting primarily
of common stocks,  investment grade bonds, and short-term debt securities.

In  the  future,  CREF  may  establish  other  Accounts  with  other  investment
portfolios.

2. ACCUMULATION UNITS. Each CREF Account maintains a separate  Accumulation Unit
value.  The current value of each  Account's  Accumulation  Unit is based on the
market value of that Account's investments, and will be determined in accordance
with the Rules of the Fund.

3. Your ACCUMULATION is the sum of the value of all of your  Accumulation  Units
in all of the  Accounts  under this  certificate.  It will  provide the benefits
described in this certificate.

4. NUMBER OF ACCUMULATION  UNITS.  Each premium paid under this certificate will
purchase a number of Accumulation  Units determined in accordance with the Rules
of the Fund.  The premiums will be allocated  among the CREF Accounts under your
certificate in accordance with your most recent  instructions  received by CREF,
as detailed in Section 21. The number of your Accumulation  Units in any Account
under your certificate will be increased by:

           A)  any premiums paid to that Account under your certificate; and
           B)  any Transfers to that Account under your certificate from another
CREF Account; And will be reduced by:
           C)          the application of Accumulation Units from that Account 
to provide an Income Benefit;
           D)          any Lump-sum Benefits paid from that Account; and
           E)          any Transfers from that Account to TIAA or another CREF 
Account.

5. The  ANNUITY  STARTING  DATE  shown on Page 3 is the date your Income Benefit
is  scheduled  to begin.  The Date may be changed as explained in Sections 23 
and 24.

6. An ANNUITY  UNIT is the unit of payment for all  Unit-Annuity  benefits.  The
CREF Stock Account,  the CREF Money Market  Account,  and the CREF Social Choice
Account each maintain  separate  Annuity Units.  The current value of an Annuity
Unit will  change  from time to time to reflect  changes  in CREF's  investment,
mortality, and expense experience.  The dollar value of any Unit-Annuity payment
will be the  product  of the  number  of  Annuity  Units to be paid and the then
current value of an Annuity Unit.

7.  BENEFICIARIES  are  persons you name,  in a form  satisfactory  to CREF,  to
receive the Death Benefit if you die before the Annuity Starting Date.

8. A  BUSINESS  DAY is any day  that  the New York  Stock  Exchange  is open for
trading.  A Business  Day ends at 4:00 p.m. New York time,  or, if earlier,  the
time trading on the New York Stock Exchange closes for that day.




<PAGE>





9. COMMUTED VALUE. The commuted  (discounted)  value is a one-sum amount paid in
lieu of a series of  payments.  The  Commuted  Value of a series of  payments of
Annuity Units is computed in accordance  with the Rules of the Fund, in which it
is referred to as the Present Value.

10. The DEATH BENEFIT is the current value of your Accumulation. It will be paid
to your  Beneficiary  under one of the Methods of Payment set forth in Part D if
you die before the Annuity Starting Date.

11. The INCOME  BENEFIT is the periodic  amount  payable to you under one of the
options  set forth in Part C. The first  payment  will be payable on the Annuity
Starting Date.

12. An IRA is an Individual Retirement Annuity as described in IRC Section 408.

13. The IRC is the Internal Revenue Code of 1986, as amended.

14. A LUMP-SUM  BENEFIT is a  withdrawal  in a single sum of all or part of your
Accumulation.  The provisions concerning Lump-sum Benefits are set forth in Part
F.

15. A ROLLOVER  AMOUNT is a rollover  contribution  as described in IRC Sections
402(a)(5),  402(a)(6),  402(a)(7),  403(a)(4), 403(b)(8), and 408(d)(3). It also
includes a transfer  from another IRA where the source of funds in such IRA is a
rollover contribution.

16. The RULES OF THE FUND govern all matters affecting the interest of anyone in
the Fund to the  extent  such  matters  are not  specifically  provided  in this
certificate.  The Board of Trustees of CREF may amend the Rules of the Fund from
time to time.  Amendments to such Rules are effective  only when approved by the
Superintendent  of  Insurance  of the  State  of New York as not  being  unfair,
unjust, inequitable or prejudicial to the interest of anyone in the Fund. A copy
of the Rules of the Fund was furnished to you when this  certificate was issued;
you will be notified of all amendments to such Rules.

17. The SECOND PARTICIPANT is the person you name, when starting to receive your
income under a Survivor  Unit-Annuity  Option, to receive a life income if he or
she survives you. You may name your spouse,  or any other person  eligible under
CREF's practices then in effect, to be a Second Participant.

18. A UNIT-ANNUITY  is a series of payments of the then current value of a fixed
number of Annuity  Units.  A  Unit-Annuity  may be paid only from the CREF Stock
Account,  the CREF Money Market Account, or the CREF Social Choice Account.  The
number  of  Annuity  Units to be paid  and  their  then  current  value  will be
determined in accordance with the Rules of the Fund using actuarial  methods.  A
Unit-Annuity Benefit may be elected as described in Part C and D.

19. A  VALUATION  DAY is a day on which the  dollar  values of the  Accumulation
Units in the CREF  Accounts  are  established.  The  procedure  for  determining
Valuation Days is contained in the Rules of the Fund.

                        PART B: CERTIFICATE AND PREMIUMS

20.  THE  CERTIFICATE.  We have  issued  this  certificate  in  return  for your
completed  application.  Any  endorsement  or amendment of this  certificate  or
waiver of any of its  provisions  will be valid only if in writing and signed by
an Executive Officer or Registrar of CREF. All premiums and benefits are payable
at CREF's home office in New York, NY.

21. PREMIUMS. All premiums must be Rollover Amounts. CREF may accept premiums at
any time before the Annuity Starting Date or your prior death.  Premiums will be
credited to your certificate as of the end of the Business Day on which they are
received by CREF at its home office in New York, NY.



<PAGE>



             You may allocate any whole number percentage of a premium to a CREF
Account. CREF will credit your premiums among the Accounts according to the most
recent  instructions  CREF has received from you. If no allocation  instructions
have been received, all premiums will be allocated to the Money Market Account.

22. UNCONDITIONAL PROTECTION AGAINST LAPSE OR FORFEITURE.  Your rights under the
certificate  will not lapse after the first premium has been paid. No additional
premiums are required. You own all benefits to be derived from the Accumulation.

                           PART C: YOUR INCOME BENEFIT

23.  CHANGING YOUR ANNUITY  STARTING DATE.  You may change the Annuity  Starting
Date at any time  before you start to receive  your Income  Benefit,  by written
notice to CREF as explained  in Section 50. You may change the Annuity  Starting
Date to the first of any month after the  change,  but not to a month later than
the April first of the calendar  year  following  the calendar year in which you
attain age 70 1/2, or to a date  otherwise  permitted by federal tax law. If you
have not chosen an Annuity Starting Date prior to your sixty-fifth birthday, you
will be deemed to have chosen the first of the month following that birthday.

24. STARTING YOUR INCOME  BENEFIT.  Payment of your Income Benefit will begin as
of the Annuity Starting Date you have chosen, if you are then living and:
           A) you have chosen one of the Income Options set forth in Section 25;
           B) if you choose an Income Option  that  pays a lifetime  income,  we
           have  received  due proof of your age and, if you choose  a  Survivor
           Unit-Annuity  Option,  the   age  of  your  Second  Participant;  and

           C) if you choose the Minimum  Distribution  Annuity, we have received
           due proof of your age and the age of the oldest  primary  beneficiary
           you name under the Minimum Distribution Annuity, if any.

           If the  requirements  of this Section have not been  completed by the
Annuity  Starting  Date you have  chosen,  the  Annuity  Starting  Date  will be
deferred to the first of the month after the  requirements  have been completed,
or if earlier,  to the April first of the calendar  year  following the calendar
year in which you attain age 70 1/2.

25. INCOME  OPTIONS are the ways in which you may have your Income  Benefit paid
to you. Any time before the Annuity  Starting Date you may choose the Option you
want. You may change your choice any time before payments  begin,  but once they
have begun no change can be made.  Any choice of Option or change of such choice
must be made by written notice to CREF as explained in Section 50.

     The following are the Income Options from which you may choose. All of them
provide an income for you,  some provide  that  payments  will  continue for the
lifetime of a Second Participant and some provide that payments will continue in
any event  during a  guaranteed  or fixed period as explained in Section 26. The
periodic amount paid to you or a surviving Second  Participant  depends on which
of these Options you choose:

           SINGLE LIFE UNIT-ANNUITY. A payment will be made to you each month as
           long as you live. All payments will cease at your death.  This Option
           provides nothing for anyone after your death.

           LIFE  UNIT-ANNUITY  WITH 10-,  15- OR 20-YEAR  GUARANTEED  PERIOD.  A
           payment  will be made to you each  month as long as you live.  If you
           die before the end of the  guaranteed  period  you have  chosen,  the
           monthly payments will continue to the end of that period.

           UNIT-ANNUITY  FOR A FIXED PERIOD.  A payment will be made to you each
           month for a fixed  period of not less than five nor more than  thirty
           years, as chosen. At the end of the period chosen no further payments
           will be made.  If you die before the end of the  period  chosen,  the
           monthly payments will continue to the end of that period.



<PAGE>

            SURVIVOR  UNIT-ANNUITY OPTIONS. Under each of the following  Options
            a payment will  be  made  to you each month as long as you live, and
            will be  continued  for life  to  the  Second  Participant  you have
            named if he or she  survives  you.  After payments begin, you cannot
            change your choice of Second Participant.

                       FULL  BENEFIT TO SURVIVOR  WITH OR WITHOUT A 10-,  15- OR
                       20-YEAR  GUARANTEED PERIOD. At the death of either you or
                       your  Second  Participant,   the  monthly  payments  that
                       continue to the survivor will be based on the full number
                       of  Annuity  Units  that would have been paid if both had
                       lived. If you choose a guaranteed period and you and your
                       Second  Participant both die before the end of the period
                       chosen,  the monthly  payments  will be based on the full
                       number of Annuity Units that would have been paid if both
                       had  lived,  and will  continue  to be paid to the end of
                       that period.  If you do not choose a  guaranteed  period,
                       all payments will cease at the death of the last survivor
                       of you and the Second Participant.

                       TWO-THIRDS BENEFIT TO SURVIVOR WITH OR WITHOUT A 10-, 15-
                       OR 20-YEAR  GUARANTEED PERIOD. At the death of either you
                       or your Second  Participant,  the monthly  payments  that
                       continue to the survivor  will be based on  two-thirds of
                       the number of Annuity  Units that would have been paid if
                       both had lived. If you choose a guaranteed period and you
                       and your  Second  Participant  both die before the end of
                       the period chosen,  the monthly payments will be based on
                       two-thirds of the number of Annuity Units that would have
                       been paid if both had lived, and will continue to be paid
                       to the  end of  that  period.  If  you  do not  choose  a
                       guaranteed period all payments will cease at the death of
                       the last survivor of you and the Second Participant.

                       HALF BENEFIT TO SECOND PARTICIPANT WITH OR WITHOUT A 10-,
                       15- OR 20-YEAR GUARANTEED PERIOD. Monthly income equal to
                       the full number of Annuity Units will continue as long as
                       you live.  If your Second  Participant  survives you, the
                       monthly  payments that continue will be based on one-half
                       the number of Annuity  Units that you would have received
                       if you had lived.  If you choose a guaranteed  period and
                       you and your Second  Participant  both die before the end
                       of the period chosen,  the monthly payments will be based
                       on  one-half  of the number of  Annuity  Units that would
                       have been paid if you had lived,  and will continue to be
                       paid to the end of that  period.  If you do not  choose a
                       guaranteed period all payments will cease at the death of
                       the last survivor of you and the Second Participant.

             MINIMUM  DISTRIBUTION  ANNUITY.  This Income  Option is designed to
             enable you to meet the minimum distribution requirements of federal
             tax law. Annual payments reducing your Accumulation will be made to
             you each December 1 until your  Accumulation  is entirely paid out,
             or until your prior death. An initial payment may be made as of the
             April first of the year  following the year in which you attain age
             70 1/2, if required to meet the minimum distribution  requirements.
             This option may not  provide a lifetime  income for you. If you die
             before the entire  accumulation  has been paid out, a death benefit
             will be paid to the beneficiary or beneficiaries you named when you
             chose this Option.  The death benefit will be paid under one of the
             Methods of Payment of the death  benefit  set forth in the  Minimum
             Distribution Annuity, subject to any limitations imposed by federal
             tax law.  The  amount of the death  benefit  will be the  remaining
             accumulation.  This  option is only  available  when you must begin
             receiving income in order to comply with federal tax law.

    AUTOMATIC ELECTION PROVISION.  If on the Annuity Starting Date determined in
accordance  with Sections 23 and 24, you have not chosen an Income  Option,  you
will be deemed to have chosen the Minimum Distribution Annuity.

26. PAYMENTS TO THE END OF A GUARANTEED OR FIXED PERIOD.  At the time you choose
an Income Option,  you name the person or persons to receive these payments,  as
explained  in Section  50. You may later  change the named  persons  and, if you
choose a Survivor Unit-Annuity, your surviving Second Participant may change the
named persons after your death unless you direct otherwise.



<PAGE>



     At the death of the last survivor of you and your Second Participant before
the end of a guaranteed period under one of the Survivor  Unit-Annuity  Options,
or at your death before the end of a guaranteed or fixed period under one of the
other  Income  Options,  the  monthly  payments  due  for the  remainder  of the
guaranteed  or fixed  period will  continue to the  surviving  person or persons
named to receive them.  The Commuted  Value of these payments may be paid in one
sum unless we are directed otherwise.
     If no person has been named to receive these  payments,  or if no person so
named is then living,  the Commuted Value will be paid to your estate or, if you
chose a Survivor  Unit-Annuity Option, to the estate of the last survivor of you
and your Second Participant.
     If a person  receiving these payments dies before the end of the guaranteed
or fixed period,  the Commuted  Value of any payments still due that person will
be paid to any other  surviving  person or persons  named to  receive  it. If no
person so named is then living, the Commuted Value will be paid to the estate of
the last person who was receiving these payments.

27. The NUMBER OF ANNUITY UNITS in each Account under your  certificate  will be
determined as of the Annuity  Starting Date, in accordance with the Rules of the
Fund, on the basis of:

            A) the value of your  Accumulation  Units in that Account under your
            certificate at that time;
            B) the Income Option you choose;
            C) if you choose an Income Option that pays a lifetime income,  your
            age;
            D) if  you  choose  a  Survivor  Unit-Annuity  Option,  your  Second
            Participant's age; and
            E) the value of that Account's Annuity Unit at that time.

            If your initial  Income Benefit would be less than $25 a month, CREF
will  have the right to change to  quarterly,  semi-annual  or annual  payments,
whichever  will  result in an initial  payment  of $25 or more and the  shortest
interval between payments.

                              PART D: DEATH BENEFIT

28. PAYMENT OF THE DEATH BENEFIT.  If you die before the Annuity  Starting Date,
CREF will pay the Death Benefit to your Beneficiary  under one of the Methods of
Payment set forth in Section 31. You may choose the Method  during your lifetime
by written  notice to CREF, as explained in Section 50. If you do not so choose,
your  Beneficiary  will  make the  choice  when he or she  becomes  entitled  to
payments.  You may change the Method at any time before  payments  begin.  After
your  death,  your  Beneficiary  may change the Method  chosen by you, if you so
provide.  Any choice of Method or change of such  choice must be made by written
notice to CREF, as explained in Section 50.

             Payment of the Death  Benefit under one of the Methods set forth in
Section 31 will start as of the first day of the month after we have received:
        A)     due proof of your death;
        B)     the choice of a Method of Payment set forth in Section 31;
        C)     due  proof of the  Beneficiary's  age if the  Method  of  Payment
               chosen  is the  Minimum  Distribution  Annuity  or the  Method of
               Payment pays a lifetime income.

29.  NAMING YOUR  BENEFICIARY.  Beneficiaries  are persons you name,  by written
notice to CREF as explained  in Section 50, to receive the Death  Benefit if you
die before the Annuity  Starting  Date. You may designate  different  classes of
Beneficiaries, such as primary (first) and contingent (secondary). These classes
set the order of payment.  If a class  contains more than one person,  the Death
Benefit  will be paid to the then living  persons in the class in equal  shares,
unless you  provide  otherwise.  For  example,  if you die  before  the  Annuity
Starting Date, having named your spouse as primary Beneficiary and "children" as
equal contingent  Beneficiaries,  your spouse would receive the Death Benefit if
he or she  survived  you.  But if your  spouse did not  survive  you,  then your
surviving children would receive the Death Benefit in equal shares.
     The  terms  "children"  or "my  children"  may be used  to name a class  of
Beneficiaries, either primary or contingent. Unless you specify otherwise, these
terms will mean all children born of your marriage or marriages and any children


<PAGE>



legally adopted by you. The term "children" also has the same inclusive  meaning
when used to name as Beneficiaries the children of your spouse,  child,  brother
or sister.
        If you name your estate as Beneficiary,  or if none of the Beneficiaries
you have named is alive at the time of your  death,  the Death  Benefit  will be
paid to your estate in one sum.
        If you die prior to the  Annuity  Starting  Date  never  having  named a
Beneficiary, the Death Benefit will be paid to your estate in one sum.

30. CHANGING YOUR BENEFICIARY.  At any time before the Annuity Starting Date you
may change your Beneficiary or add or delete Beneficiaries, by written notice to
CREF as explained in Section 50.

31. METHODS OF PAYMENT. The Death Benefit will be paid to your Beneficiary under
one of the Methods shown below.

        As required by federal tax law, the  distribution  of the Death  Benefit
under any Method of Payment must be made over the  lifetime of your  Beneficiary
or over a period not to exceed your  Beneficiary's  life  expectancy.  The Death
Benefit,  as permitted by federal tax law, must be applied under a chosen Method
of Payment  within one year of the date of your death;  otherwise,  beginning on
the first day of the month in which the first  anniversary of your date of death
occurs,  five annual  payments will be made under the  Unit-Annuity  for a Fixed
Period Method.  However,  if the Beneficiary is your spouse,  the payment of the
Death Benefit may be delayed  until the December  first of the year in which you
would have attained age 70 1/2.

        SINGLE-SUM  PAYMENT.  The Death Benefit will be paid to your Beneficiary
        in one sum.

        SINGLE LIFE  UNIT-ANNUITY.  A payment  will be made to your  Beneficiary
        each month for life.  All payments will cease at his or her death.  This
        Method provides nothing for anyone after the death of your Beneficiary.

        LIFE UNIT-ANNUITY WITH 10-, 15- OR 20-YEAR  GUARANTEED PERIOD. A payment
        will be made to your  Beneficiary each month for life. If he or she dies
        before the end of the  guaranteed  period chosen,  the monthly  payments
        will continue to the end of that period as explained in Section 32.

        UNIT-ANNUITY  FOR A  FIXED  PERIOD.  A  payment  will  be  made  to your
        Beneficiary each month for a fixed period of not less than five nor more
        than thirty years, as chosen. At the end of the period chosen the entire
        Death  Benefit will have been paid out and no further  payments  will be
        made. If your Beneficiary dies before the end of the period chosen,  the
        monthly payments will continue to the end of that period as explained in
        Section 32.

        UNIT  DEPOSIT.   Subject  to  federal  tax  law,  CREF  will  hold  your
        Beneficiary's  Accumulation  Units on deposit for a chosen period of not
        less than two nor more than thirty years.  No periodic  payments will be
        made under this Method. At the end of the period chosen,  CREF will make
        a one-sum payment to your Beneficiary.  This one-sum payment will be the
        then-current  value  of all  Accumulation  Units  held by CREF  for your
        Beneficiary.  If your  Beneficiary  dies  while  any  part of the  Death
        Benefit is held by CREF,  that  amount will be payable as  explained  in
        Section 32.
               The value of the Death  Benefit  placed under this Method must be
         at least $5,000.

        MINIMUM  DISTRIBUTION  ANNUITY.  This  Method of Payment is  designed to
        enable your Beneficiary to meet the minimum distribution requirements of
        federal tax law. For each year that a distribution  is required,  annual
        payments  reducing  your  Accumulation  will be made on December 1 until
        your accumulation is entirely paid out, or until the prior death of your
        Beneficiary.  This  option may not  provide a  lifetime  income for your
        Beneficiary. If your Beneficiary dies before the entire accumulation has
        been paid out, the remaining accumulation will be paid in one sum to the
        payee named to receive it.

        TRANSFER  TO A TIAA  PAY-OUT  CONTRACT.  CREF will pay to TIAA the Death
        Benefit  for  the  purchase  of a  pay-out  annuity  on the  life of the
        Beneficiary,  or a pay-out  annuity for a fixed  period of not less than



<PAGE>



        five nor more than thirty years, or an Interest  Payments contract for a
        chosen  period  of not less  than two nor more than  thirty  years.  The
        premium  and  pay-out  rates  for the TIAA  contract  will be the  rates
        applying to such  Transfers  at that time;  the  contract  will give the
        Beneficiary  the same rights as any person  then being  issued a similar
        TIAA contract.

         The value of a Death Benefit  transferred  under this Method must be at
least $5,000.

        If any Method  chosen,  except Unit Deposit,  would result in an initial
payment  of less than $25 a month,  CREF will have the right to require a change
in choice that will result in an initial payment of not less than $25.

32. PAYMENTS AFTER THE DEATH OF A BENEFICIARY. Any monthly payments still due at
the  death of your  Beneficiary  during a  guaranteed  or fixed  period  will be
continued to the person or persons named by you or your  Beneficiary  to receive
them, by written  notice to CREF as explained in Section 50. The Commuted  Value
of these payments may be paid in one sum unless we are directed otherwise.
     If no person has been named to receive these  payments,  or if no person so
named is living at the death of your  Beneficiary,  the  Commuted  Value will be
paid in one sum to your Beneficiary's estate.
     If a person  receiving these payments dies before the end of the guaranteed
or fixed period,  the Commuted  Value of any payments still due that person will
be paid to any other  person or persons  named to  receive  it. If no person has
been so named,  the Commuted Value will be paid to the estate of the last person
who was receiving these payments.
     If your  Beneficiary  dies  while any  Accumulation  Units are held by CREF
under the Unit Deposit Method or the Minimum  Distribution  Annuity,  then their
current  value  will be paid in one sum to the  person  or  persons  you or your
Beneficiary  have  named  to  receive  it.  If  no  such  person  survives  your
Beneficiary,  the then-current  value of all Accumulation  Units held on deposit
will be paid in one sum to your Beneficiary's estate.

33. The NUMBER OF ANNUITY  UNITS FOR A  BENEFICIARY  in each Account  under your
Beneficiary's  certificate  will be determined  as of the date the  Unit-Annuity
begins, in accordance with the Rules of the Fund, on the basis of:

          A) the value of your  Accumulation  Units in that  Account  under your
          certificate  at that time;  
          B) the  Method of  Payment  chosen for the Death Benefit; 
          C) if the Method chosen pays a lifetime income, the age of your  
          Beneficiary;  
          D) the value of that Account's  Annuity Unit at that time.

                                PART E: TRANSFERS

34. You may TRANSFER some or all of your Accumulation  Units from a CREF Account
under your certificate to purchase  Accumulation  Units in one of the other CREF
Accounts under your certificate or to a fixed-dollar TIAA annuity.
         All values  will be  determined  as of the end of the  Business  Day in
which CREF has  received  your  request for a Transfer in a form  acceptable  to
CREF.
         You may choose to defer the  effective  date of the Transfer  until the
last day of any month  following the date on which we receive your request,  and
all values will be determined as of the end of such effective  date. The request
for a Transfer cannot be revoked after the effective date of such Transfer.
         If a new TIAA  contract is issued when you Transfer to a TIAA  annuity,
you will have the same rights  under the TIAA  contract as any person then being
issued a similar contract, except for the temporary right to cancel.
         If all of your Accumulation  Units under your certificate are withdrawn
as a  Transfer,  all  obligations  of CREF to you  under  this  certificate  are
fulfilled.
         CREF may limit  Transfers to not more than twice in any calendar  year.
The minimum  amount you may Transfer from a CREF Account is $1,000,  or if less,
all Accumulation Units in an Account.



<PAGE>




                            PART F: LUMP-SUM BENEFITS

35. AVAILABILITY OF LUMP-SUM BENEFIT.  Before the Annuity Starting Date, you may
choose to withdraw,  as a Lump-sum Benefit, all or part of a specified Account's
Accumulation  Units.  Any  choice of  Lump-sum  Benefit  must be made by written
notice to CREF as explained in Section 50.

36. PAYMENT OF THE LUMP-SUM BENEFIT. If you choose the Lump-sum Benefit, we will
pay your Accumulation, or any part thereof not less than $1,000. All values will
be determined as of the end of the Business Day in which CREF has received, in a
form acceptable to CREF, your request for a Lump-sum Benefit.

         You may  choose to defer the  effective  date of the  Lump-sum  Benefit
until  the last day of any month  following  the date on which we  receive  your
request, and all values will be determined as of the end of such effective date.
The request for a Lump-sum Benefit cannot be revoked after the effective date of
such Lump-sum Benefit.

         If all of your Accumulation  Units under your certificate are withdrawn
as a Lump-sum Benefit, all obligations of CREF to you under this certificate are
fulfilled.

                        PART G: DISTRIBUTION REQUIREMENTS

         Notwithstanding any other provision to the contrary,  all distributions
(under this  certificate)  shall be determined  and made in accordance  with IRC
408(a)(6) and IRC 401(a)(9), including the incidental death benefit requirements
of 401(a)(9)(G), and the proposed regulations thereunder,  including the minimum
distribution  incidental  benefits  requirement of Section  1.401(a)(9)-2 of the
proposed regulation, or any applicable successor provision to those regulations.
The following are the minimum  distribution  requirements imposed by the IRC and
the proposed regulations promulgated thereunder.

37.      REQUIRED BEGINNING DATE. Your entire Accumulation  must be  distributed
         or  begin  to be distributed no later than April 1 of the calendar year
         following the calendar year in which you reach age 70 1/2.

38.      LIMITS ON DISTRIBUTION PERIODS.  Distributions, if not made in a single
         sum,  may  only  be  made  over  one of  the  following  periods  (or a
         combination thereof):
          (a)     your life;
          (b)     the life of you and a Designated Beneficiary;
          (c)     a period certain not extending beyond your Life Expectancy; or
          (d) a period certain not extending  beyond the Joint and Last Survivor
Expectancy of you and a Designated Beneficiary.

                  Distributions  must be made no less  frequently than annually.
         In addition,  annuity distributions must be either nonincreasing or may
         increase  only as provided in Q&A F-3 of Section  1.401(a)(9)-1  of the
         proposed regulation.

39.      DETERMINATION  OF AMOUNT TO BE DISTRIBUTED  EACH YEAR. If your interest
         is to be  distributed in other than a life annuity or a single sum, the
         following minimum  distribution rules shall apply to the first calendar
         year for which distributions are required, and each year thereafter:

         (a)      The amount to be distributed  each year shall not be less than
                  the quotient  obtained by dividing your Accumulation as of the
                  end of the prior calendar year by the lesser of:

                   (1)     the Applicable Life Expectancy, or

                   (2)     if your spouse is not the Designated Beneficiary, the
                           applicable  divisor  determined  from the  table  set
                           forth  in  Q&A-4  of  Section  1.401(a)(9)-2  of  the
                           proposed regulations.



<PAGE>

                  Distributions  after your death shall be distributed using the
                  Applicable  Life  Expectancy as the relevant  divisor  without
                  regard to Section 1.401(a)(9)-2 of the proposed regulations.

        (b) In  no  event  shall  the  amount  to  be  distributed   exceed  the
            Accumulation as of the date the distribution is made.

40.      DISTRIBUTION  BEGINNING BEFORE DEATH. If you die after  distribution of
         your interest has begun,  the  remaining  portion of such interest will
         continue to be  distributed  at least as rapidly as under the method of
         distribution being used prior to your death.

41.      DISTRIBUTION  BEGINNING AFTER DEATH. If you die before  distribution of
         your interest  begins,  distribution  of your entire  interest shall be
         completed  by December 31 of the  calendar  year  containing  the fifth
         anniversary of your death except to the extent that an election is made
         to receive distributions in accordance with (a), (b) or (c) below:

         (a)      If any  portion of your  interest  is payable to a  Designated
                  Beneficiary,  distribution may be made over the life or over a
                  period  certain not greater  than the Life  Expectancy  of the
                  Designated  Beneficiary commencing on or before December 31 of
                  the calendar year  immediately  following the calendar year in
                  which you die;

         (b)      If the Designated  Beneficiary is your surviving  spouse,  the
                  date  distributions  are required to begin in accordance  with
                  (a) above shall not be earlier than the later of: (1) December
                  31 of the calendar  year  immediately  following  the calendar
                  year in which you died,  and (2)  December 31 of the  calendar
                  year in which you would have attained age 70 1/2.

         (c)      Alternatively,  your  surviving  spouse may elect to treat the
                  account  as his/her  own by making a rollover  to or from such
                  account or by failing to commence  receiving  distributions in
                  accordance  with  Section 41 (b). If such an election is made,
                  the distribution requirements of this Part G shall apply as if
                  the spouse were the original owner of the IRA.

42.      DEFINITIONS RELATING TO DISTRIBUTION REQUIREMENTS.

    a.   LIFE EXPECTANCY AND JOINT AND LAST SURVIVOR EXPECTANCY. Life Expectancy
         and Joint  and Last  Survivor  Expectancy  are  computed  by use of the
         expected  return  multiples in Tables V and VI of Section 1.72-9 of the
         regulations,   or  any   applicable   successor   provision   to  those
         regulations.

    b.   APPLICABLE  LIFE  EXPECTANCY.  (i) For purposes of Section 38, the Life
         Expectancy  (or Joint and Last Survivor  expectancy)  calculated  using
         your attained age (and that of the Designated  Beneficiary)  as of your
         (and the  Designated  Beneficiary's)  birthday and (ii) for purposes of
         Section  41,  the Life  Expectancy  calculated  using  your  Designated
         Beneficiary's   attained  age  as  of  your  Designated   Beneficiary's
         birthday,  each in the applicable calendar year reduced by one for each
         calendar  year which has  elapsed  since the date Life  Expectancy  was
         first  calculated.  If  Life  Expectancy  is  being  recalculated,  the
         Applicable  Life  Expectancy   shall  be  the  Life  Expectancy  as  so
         recalculated.   The  applicable   calendar  year  shall  be  the  first
         distribution   calendar   year,   and  if  Life   Expectancy  is  being
         recalculated such succeeding calendar year.

         Unless  otherwise  elected  by you  (or  your  spouse,  in the  case of
         distributions  described in Section 41 above) by the time distributions
         are  required  to  begin,  Life  Expectancies   shall  be  recalculated
         annually.  Such election shall be irrevocable as to the participant (or
         spouse) and shall apply to all subsequent years. The Life Expectancy of
         a nonspouse beneficiary may not be recalculated.

    c.   DESIGNATED  BENEFICIARY.  For  purposes of this Part G, the  Designated
         Beneficiary shall be the oldest primary  Beneficiary,  as determined in
         accordance with Section 1.401(a)(9)-1 of the proposed regulations.



<PAGE>




    d.   BEGINNING  OF  DISTRIBUTION.  For  purposes  of  Sections  40  and  41,
         distributions are considered to have begun if distributions are made on
         account of your reaching your  required  beginning  date or if prior to
         your required beginning date distributions  irrevocably commence to you
         over a period permitted and in an annuity form acceptable under Section
         1.401(a)(9) of the proposed regulations.

                           PART H: GENERAL PROVISIONS

43.  REPORT OF  PREMIUMS  AND  ACCUMULATION.  At least  once each year until the
Annuity  Starting  Date,  we will mail you a report for the  calendar  year just
ended.  It will  show the  amount  of any  premiums  paid and the  value of your
Accumulation (Death Benefit).

44. OWNERSHIP.  You own this certificate.  During your lifetime, you may, to the
extent permitted by law, exercise every right given by it without the consent of
any other person.

45. NO  ASSIGNMENT,  TRANSFER,  OR LOANS.  Neither you nor any other  person may
assign,  pledge, or transfer ownership of this certificate or any benefits,  nor
transfer  any of your  duties,  under  the terms of this  certificate.  Any such
action  will be void and of no effect.  This  certificate  does not  provide for
loans.

46. EXCLUSIVE BENEFIT. This certificate is established for the exclusive benefit
of you or your Beneficiaries.

47. PROTECTION AGAINST CLAIMS OF CREDITORS.  The benefits and rights accruing to
you or any other  person  under this  certificate  are exempt from the claims of
creditors  or  legal  process  to the  fullest  extent  permitted  by law.  This
protection  is  contained  in the statute of the State of New York  establishing
CREF.

48.  NON-FORFEITURE OF BENEFITS.  Amounts payable under the certificate will not
be less than the minimum  required as of the Date of Issue by any statute of the
State  or  other   jurisdiction  in  which  the  certificate  is  issued.   Your
Accumulation   and  any  benefits   purchased  cannot  be  forfeited  under  the
certificate.

49.  DELETION OF A CREF ACCOUNT.  CREF may delete the CREF Bond Market  Account,
the CREF Social Choice  Account,  and any future  Account.  Also,  CREF may stop
providing  Unit-Annuities  in the CREF  Social  Choice  Account or in any future
Account.  If you have Accumulation Units in a CREF Account that is deleted,  you
must transfer them to another CREF  Account.  If you do not make a choice,  CREF
will transfer your Accumulation Units, if any, in such Account to the CREF Money
Market Account.  If you have a Unit-Annuity in a CREF Account that is deleted or
in a CREF  Account in which CREF stops  providing  Unit-Annuities,  any  Annuity
Units in such  Account must be  converted  to a  Unit-Annuity  in any other CREF
Account that maintains  Annuity Units. If no choice is made, any Unit-Annuity in
the  Account  will be  converted  to a  Unit-Annuity  in the CREF  Money  Market
Account.  All elections and choices made in connection  with an Income Option or
Method  of  Payment  of the  Death  Benefit  and in  effect  as of the  date  of
conversion will remain in effect.  The number of Annuity Units in the Account to
which the  Unit-Annuity  is converted will be determined in accordance  with the
Rules of the Fund.

50.  PROCEDURE FOR ELECTIONS AND CHANGES.  An election or change may be made, in
accordance with the terms of your certificate, by written notice satisfactory to
CREF.  No such notice will take effect unless it is received by CREF at its home
office in New York,  NY. Any  notice of change in  Beneficiary  or other  person
named to receive payments will take effect as of the date it was signed, whether
or not the signer is living at the time we receive  it.  Any other  notice  will
take  effect as of the date it is  received.  Any  action  taken by CREF in good
faith before receiving the notice will not subject CREF to liability even though
our acts were contrary to what was stated in the notice.

51. PAYMENT TO AN ESTATE,  GUARDIAN,  TRUSTEE,  ETC. CREF may pay in one sum the
Commuted Value of any benefits due an estate, corporation,  partnership, trustee
or other entity not a natural person.  CREF will not be responsible for the acts
of or any neglect by any executor,  trustee,  guardian,  or other third party to
whom payment is made.


<PAGE>



52.  SERVICE OF  PROCESS  UPON CREF.  We will  accept  service of process in any
action  or  suit  against  us  on  this  contract  in  any  court  of  competent
jurisdiction  in the United States,  Puerto Rico or Canada provided such process
is properly made. We will also accept such process sent to us by registered mail
if the plaintiff is a resident of the state, district, territory, or province in
which the  action or suit is  brought.  This  Section  does not waive any of our
rights, including the right to remove such action or suit to another court.

53. BENEFITS BASED ON INCORRECT DATA. If the amount of benefits is determined by
data as to a person's age or any other factor that is  incorrect,  benefits will
be  recalculated  on the  basis of the  correct  data.  If any  overpayments  or
underpayments  have been made by CREF,  adjustments  will be made in  accordance
with the Rules of the Fund.

54. PROOF OF SURVIVAL.  CREF may require satisfactory proof that anyone named to
receive  benefits  under the terms of this  certificate is alive on the date any
benefit  payment  is due.  If this  proof is not  received  after  requested  in
writing,  CREF will  have the  right to make  reduced  payments  or to  withhold
payments entirely until such proof is received. If under a Survivor Unit-Annuity
Option  CREF  has  overpaid  benefits  because  of a death  of which we were not
notified,  subsequent  payments will be reduced or withheld  until the amount of
the overpayment has been recovered.

55. COMPLIANCE WITH LAWS AND REGULATIONS.  CREF will administer this certificate
to comply with all laws and  regulations  pertaining to the terms and conditions
of the  certificate.  If the certificate  conflicts as of the Date of Issue with
any applicable law or regulation, such law or regulation will prevail.

         The choice of Income  Option,  Annuity  Starting  Date,  Beneficiary or
Second Participant, Method of Payment of the Death Benefit, and the availability
of  Lump-sum  Benefits  as set  forth in this  certificate  are  subject  to the
applicable  restrictions  and distribution  requirements and incidental  benefit
requirements of the IRC, and any rulings and regulations issued under the IRC.

56. RIGHT TO AMEND. CREF reserves the right to change this certificate from time
to time in  order  to  comply  with the IRC and the  regulations  relating  to a
prototype IRA. If you do not agree to such a change,  this  certificate may fail
to be a qualified IRA under the prototype to which the Internal  Revenue Service
approval letter and serial number apply.  When required by law, CREF will obtain
the approval of any appropriate regulatory authority to such amendment.

57.  PREMIUM  RECEIVED IN ERROR,  RELIANCE ON  INFORMATION  FROM YOU.  CREF will
refund the  accumulated  value of any  premium  received  that is not a Rollover
Amount.  CREF is  entitled to rely on  information  you  provide  regarding  any
premium  you remit to this  certificate.  CREF  shall be held  harmless  for any
action taken in reliance on such information.

58.  CORRESPONDENCE  AND REQUESTS FOR BENEFITS.  No notice,  application,  form,
premium  payment or request  for  benefits  will be deemed to be  received by us
unless it is  received  at our home  office in New York,  NY. All  premiums  and
benefits  are payable at our home office in New York,  NY. Any  questions  about
this certificate, or inquiries about our service should be directed to us at our
home office address: CREF, 730 Third Avenue, New York, NY 10017-3206.





                        COLLEGE RETIREMENT EQUITIES FUND
                     730 THIRD AVENUE, NEW YORK, N.Y. 10017
                             TELEPHONE: 800-842-2733

                                LIFE UNIT-ANNUITY

                     CERTIFICATE    DATE OF FIRST PAYMENT        FREQUENCY OF
                       NUMBER          MO.   DAY   YR.              PAYMENT
                      IA00000-0          10  01  87                 MONTHLY

   PARTICIPANT       [DOE, JOHN]

                        1.256                                       $100.00
                        -----                                       -------
                ANNUITY UNITS PAYABLE                           AMOUNT OF FIRST
                                                                ANNUITY PAYMENT

        This  is to  certify  that  you,  as the  owner  (Participant)  of  this
certificate,  are  entitled  to  share in the  benefits  of  COLLEGE  RETIREMENT
EQUITIES FUND ("CREF").

        This page refers  briefly to some of the features of  your  certificate.
The next pages set forth in detail the rights and  obligations  as  between CREF
and you under the  certificate.  PLEASE READ YOUR  CERTIFICATE. IT IS IMPORTANT.

                               GENERAL DESCRIPTION

        This certificate  provides a lifetime income for you.  Payments start as
of the date shown above and end at your death.  Payments  are not  provided  for
anyone after your death.

        You will be paid an  income  of a fixed  number of  annuity  units.  The
amount of dollars payable per unit will change primarily with the changes in the
value of CREF's investments. There is no guarantee of any dollar amount; you are
assured of full participation in CREF. All dollar amounts payable are determined
by actuarial methods.

CHAIRMAN AND
CHIEF EXECUTIVE OFFICER

COUNTERSIGNED------------------------------------
                           REGISTRAR

               THIS CERTIFICATE  CANNOT BE ASSIGNED NOR DOES IT PROVIDE FOR CASH
                 SURRENDER OR LOANS.  THIS  CERTIFICATE  DOES NOT  GUARANTEE ANY
                 FIXED DOLLAR AMOUNT OF ANNUITY PAYMENTS.


<PAGE>



                              INDEX OF PROVISIONS

                                                                      Section

Assignment -- Void and of no effect....................................     9
Benefits Based on Incorrect Data......................................      6
Cash Surrender -- No provision for.....................................    10
Certificate............................................................    11
Claims of Creditors -- Protection against..............................    13
Consideration..........................................................     1
Correspondence with us..................................................   15
Loans -- No provision for...............................................   10
Ownership..............................................................     8
Payment to an Estate, Trustee, etc......................................   14
Proof of Survival......................................................     7
Requests for Benefits...................................................   15
Rules of the Fund......................................................     3
Service of Process upon CREF...........................................    12
Unit Annuity Payments..................................................     2
        - Change of frequency..........................................     4
        - Termination of................................................    5


<PAGE>




                        COLLEGE RETIREMENT EQUITIES FUND

                                    DATE OF
                   CERTIFICATE       FIRST       FREQUENCY             DATE OF
                     NUMBER         PAYMENT     OF PAYMENT              BIRTH
                                                                      MO  DA  YR
                   IA00000-0      10  01  87     MONTHLY

PARTICIPANT     JOHN DOE                                              09  23  22



                      1.269
                  STOCK ACCOUNT                                        $63.07

                  ANNUITY UNITS                                     AMOUNT OF
                      PAYABLE                                    FIRST ANNUITY
                                                                     PAYMENT

                  DATE OF ISSUE
                  MO   DA   YR
                  10   01   87

                                   PROVISIONS

1.      CONSIDERATION.
        THIS CERTIFICATE IS ISSUED IN EXCHANGE FOR THE SURRENDER TO CREF OF 
CERTIFICATE  NUMBER [P000000-0] AND THE APPLYING OF ITS PROCEEDS OF [$10,000.00]
TO THIS  CERTIFICATE.  THESE  ACTS  FULFILL  ALL  OBLIGATIONS OF THE CERTIFICATE
THAT HAS BEEN SURRENDERED.
        THE CONSIDERATION FOR THIS CERTIFICATE HAS BEEN DELIVERED AT CREF'S HOME
OFFICE IN NEW YORK, NEW YORK.


<PAGE>



                        This page is intentionally blank.


<PAGE>



2. UNIT ANNUITY PAYMENTS. Your income will begin as of the Date of First Payment
if you are then alive.  Payments will continue for the rest of your life.  There
are no payments provided for anyone after your death.
     The dollar  amount of each payment will be the current value on the date of
each  payment of the number of Annuity  Units  stated on Page 3. The value of an
Annuity  Unit  will  change  from  time to time to  reflect  CREF's  investment,
mortality and expense  experience and will be determined in accordance  with the
Rules of the Fund, using actuarial methods.
     The Date of First  Payment,  the  Frequency  of  Payment  and the number of
Annuity Units payable are shown on Page 3.

     3. RULES OF THE FUND.  The Rules of the Fund govern all  matters  affecting
the  interest  of  anyone  in the  Fund  to the  extent  such  matters  are  not
specifically  provided  in this  certificate.  The Board of Trustees of CREF may
amend  the Rules of the Fund from  time to time.  Amendments  to such  Rules are
effective only when approved by the  Superintendent of Insurance of the State of
New York as not being unfair, unjust, inequitable or prejudicial to the interest
of  anyone  in the Fund.  A copy of the  Rules  was  furnished  to you when this
certificate was issued; you will be notified of all amendments to the Rules.

     4. CHANGE OF FREQUENCY OF UNIT ANNUITY  PAYMENTS.  You may request a change
to  equivalent  payments  made  annually,  semi-annually,  quarterly or monthly.
However,  CREF may  decline to make a change  from one  frequency  to another of
fewer  payments  per year.  CREF will also have the right to decline  any change
that would result in an initial payment of less than $25.

     5. TERMINATION OF UNIT ANNUITY PAYMENTS. The final payment to be made under
this  certificate  will be the last  payment  due on or before  the date of your
death. The certificate will terminate at your death.

     6.  BENEFITS  BASED  ON  INCORRECT  DATA.  If the  amount  of  benefits  is
determined by data as to your age and if that data is  incorrect,  benefits will
be  recalculated  on the  basis of the  correct  data.  If any  overpayments  or
underpayments  have been made by CREF,  adjustments  will be made in  accordance
with the Rules of the Fund.

     7. PROOF OF SURVIVAL. CREF reserves the right to require satisfactory proof
that  you are  alive on the  date  each  payment  is due.  If this  proof is not
received  by us after  requested  in  writing,  CREF has the  right to  withhold
payments entirely until such proof is received.

     8. OWNERSHIP.  You own this certificate.  During your lifetime, you may, to
the extent  permitted  by law,  exercise  every  right  given by it without  the
consent of any other person.

     9. NO ASSIGNMENT.  Neither you nor any other person may assign,  pledge, or
transfer ownership of this certificate or any benefits under its terms. Any such
action will be void and of no effect.

     10. NO CASH SURRENDER OR LOANS.  This certificate does not provide for cash
surrender or loans.



<PAGE>




     11. THE  CERTIFICATE.  Any endorsement or amendment of this  certificate or
waiver of any if its  provisions  will be valid only if in writing and signed by
an Executive Officer or Registrar of CREF.

     The consideration has been delivered and all benefits are payable at CREF's
home office in New York, NY.

     12.  SERVICE OF PROCESS UPON CREF. We will accept service of process in any
action  or suit  against  us on  this  certificate  in any  court  of  competent
jurisdiction  in the United States,  Puerto Rico or Canada provided such process
is properly made. We will also accept such process sent to us by registered mail
if the plaintiff is a resident of the state, district, territory, or province in
which the  action or suit is  brought.  This  Section  does not waive any of our
rights, including the right to remove such action or suit to another court.

     13.  PROTECTION  AGAINST  CLAIMS OF  CREDITORS.  The  benefits  and  rights
accruing to you under this  certificate  are exempt from the claims of creditors
or legal  process to the fullest  extent  permitted by law.  This  protection is
contained in the statute of the State of New York establishing CREF.

     14. PAYMENT TO AN ESTATE,  TRUSTEE,  ETC. CREF will not be responsible  for
the acts or neglects of any executor, trustee, guardian, or other third party to
whom payment is made.

     15. CORRESPONDENCE AND REQUESTS FOR BENEFITS. No notice, application,  form
or  request  for  benefits  will be  deemed  to be  received  by us unless it is
received at our home office.  Any questions about this  certificate or inquiries
about our service should be sent to us at our address:

                                      CREF
                                730 Third Avenue
                               New York, NY 10017.




                        COLLEGE RETIREMENT EQUITIES FUND
                     730 THIRD AVENUE, NEW YORK, N.Y. 10017
                             TELEPHONE: 800-442-2733

                                LIFE UNIT-ANNUITY
                         WITH MINIMUM GUARANTEED PERIOD

 CERTIFICATE        DATE OF FIRST PAYMENT    FREQUENCY OF    MINIMUM GUARANTEED
   NUMBER               MO. DAY YR.            PAYMENT            PERIOD
- ------------        ---------------------    ------------    ------------------
  IA00000-0               10 01 87             MONTHLY            10 YEARS

PARTICIPANT    [DOE, JOHN]

  ANNUITY UNITS PAYABLE                                         AMOUNT OF FIRST
                                                                ANNUITY PAYMENT

        This  is to  certify  that  you,  as the  owner  (Participant)  of  this
certificate,  are  entitled  to  share in the  benefits  of  COLLEGE  RETIREMENT
EQUITIES FUND ("CREF").

        This page refers  briefly to some of the  features of your  certificate.
The next pages set forth in detail the rights and  obligations  as between  CREF
and you under the certificate. PLEASE READ YOUR CERTIFICATE. IT IS IMPORTANT.

                               GENERAL DESCRIPTION

        This  certificate  provides a lifetime income for you starting as of the
 Date of First  Payment.  If you die  before the end of the  Minimum  Guaranteed
 Period, payments will continue to the end of that period to the beneficiary; or
 the  present  value of these  payments  may be paid in one  sum,  unless  other
 specified on Page 5.

        You, or your  beneficiary,  will be paid an income of a fixed  number of
annuity units. The amount of dollars payable per unit will change primarily with
the changes in the value of CREF's  investments.  There is no  guarantee  of any
dollar amount; you are assured of full participation in CREF. All dollar amounts
payable are determined by actuarial methods.



                                                       /s/ John H Biggs
                                                       ------------------------
                                                            CHAIRMAN AND
                                                       CHIEF EXECUTIVE OFFICER

Countersigned 
              ------------------------------------------------ 
                                   Registrar

       THIS CERTIFICATE CANNOT BE ASSIGNED NOR DOES IT PROVIDE FOR LOANS.
THIS CERTIFICATE DOES NOT GUARANTEE ANY FIXED DOLLAR AMOUNT OF ANNUITY PAYMENTS.

  C1006.4                       INDEX ON NEXT PAGE                     Ed. 1-93
  LGP                                             


<PAGE>


                              INDEX OF PROVISIONS

                                                                        Section

Assignment -- Void and of no effect ..................................       12
Beneficiary ..........................................................        7
Benefits Based on Incorrect Data .....................................        8
Certificate ..........................................................       14
Claims of Creditors -- Protection against ............................       16
Consideration ........................................................       16
Correspondence with us ...............................................       18
Loans -- No Provision for ............................................       13
Ownership ............................................................       11
Payment to an Estate, Trustee, .......................................       17
Present Value ........................................................        3
Procedure for Elections and Changes ..................................       10
Proof of Survival ....................................................        9
Requests for Benefits ................................................       18
Rules of the Fund ....................................................        4
Service of Process upon CREF .........................................       15
Unit Annuity Payments ................................................        2
          - Change of frequency ......................................        5
          - Termination of ...........................................        6





C1006.4                                                                   Page 2
LGP                                                                     Ed. 1-93

<PAGE>



                        COLLEGE RETIREMENT EQUITIES FUND

                              DATE OF                   MINIMUM        DATE OF
               CERTIFICATE     FIRST      FREQUENCY    GUARANTEED       BIRTH
                 NUMBER       PAYMENT     OF PAYMENT     PERIOD        MO DA YR
 
               IA00000-0     10 01 87      MONTHLY     10 YEARS
  PARTICIPANT  JOHN DOE                                               09 23 22
 
                 1.222
             STOCK ACCOUNT                                $60.74

       ANNUITY UNITS                                     AMOUNT OF
          PAYABLE                                      FIRST ANNUITY
                                                          PAYMENT

      DATE OF' ISSUE
       MO  DA  YR
       10  01  87

                                   PROVISIONS

1.  CONSIDERATION.
        THIS  CERTIFICATE  IS ISSUED IN EXCHANGE  FOR THE  SURRENDER  TO CREF OF
CERTIFICATE  NUMBER [P000000-0] AND THE APPLYING OF ITS PROCEEDS OF [$10,000.00]
TO THIS CERTIFICATE.  THESE ACTS FULFILL ALL OBLIGATIONS OF THE CERTIFICATE THAT
HAS BEEN SURRENDERED.
        THE CONSIDERATION FOR THIS CERTIFICATE HAS BEEN DELIVERED AT CREF'S HOME
OFFICE IN NEW YORK, NEW YORK.

C1006.4                              PAGE 3                                 LGP

<PAGE>



                       This page is intentionally blank.




<PAGE>


                            BENEFICIARY DESIGNATION

                             CLASS I BENEFICIARIES

NAME                                               RELATIONSHIP TO PARTICIPANT

MARY DOE                                                       WIFE

                             CLASS II BENEFICIARIES

NAME                                                RELATIONSHIP TO PARTICIPANT

JANE DOE                                                     DAUGHTER





C1006.4                          PAGE 5                                     LGP


<PAGE>



     2.  UNIT  ANNUITY  PAYMENTS.  Your  income  begins  as of the Date of First
Payment if you are then  alive.  PAYMENTS  WILL  CONTINUE TO you for THE REST OF
your life. If you die within THE Minimum  Guaranteed  Period which starts on the
Date of Issue,  payments will be continued to the  beneficiary for the remainder
of that Period.  In lieu of such  payments the Present Value of the payments due
the beneficiary may be paid in one sum,  unless  otherwise  specified on Page 5.
The Date of First Payment,  Minimum Guaranteed Period, Frequency of Payment, and
the number of Annuity Units payable are shown on Page 3.

     If you outlive  all  beneficiaries,  and die within the Minimum  Guaranteed
Period,  we will pay to your estate the Present Value of any payments  remaining
due. If a beneficiary dies while entitled to receive payments, the Present Value
of any  payments  remaining  due him or her will be paid to any other  surviving
person or persons  named to receive it. If no one so named is then  living,  the
Present Value will be paid to the estate of such beneficiary.

     The dollar  amount of each payment will be the current value on the date of
each  payment of the number of Annuity  Units  stated on Page 3. The value of an
Annuity  Unit  will  change  from  time to time to  reflect  CREF's  investment,
mortality and expense  experience and will be determined in accordance  with the
Rules of the Fund, using actuarial methods.

     Payments are subject to any method of payment  agreement or the  provisions
of any beneficiary designation in effect under this contract.

     3. PRESENT VALUE. The Present  (discounted)  Value is a one-sum amount paid
in lieu of a series  of  payments.  The  Present  Value of  future  payments  is
computed in accordance with the Rules of the Fund.

     4. RULES OF THE FUND.  The Rules of the Fund govern all  matters  affecting
the  interest  of  anyone  in the  Fund  to the  extent  such  matters  are  not
specifically  provided  in this  certificate.  The Board of Trustees of CREF may
amend  the Rules of the Fund from  time to time.  Amendments  to such  Rules are
effective only when approved by the  Superintendent of Insurance of the State of
New York as not being unfair, unjust, inequitable or prejudicial to the interest
of  anyone  in the Fund.  A copy of the  Rules  was  furnished  to you when this
certificate was issued; you will be notified of all amendments to the Rules.

     5. CHANGE OF FREQUENCY OF UNIT ANNUITY  PAYMENTS.  You may request a change
to  equivalent  payments  made  annually,  semi-annually,  quarterly or monthly.
However,  CREF may  decline to make a change  from one  frequency  to another of
fewer  payments  per year.  CREF will also have the right to decline  any change
that would result in an initial payment of less than $25.

     6. TERMINATION OF UNIT ANNUITY PAYMENTS. The final payment to be made under
this certificate will be the last payment due before your death,  unless you die
within the Minimum  Guaranteed  Period.  In that case, the final payment will be
the last payment due within that period. However, payments to a beneficiary will
cease if the Present Value of the payments due him or her is paid in one sum.

     7. YOUR BENEFICIARY.  Beneficiaries are persons named, in form satisfactory
to CREF, to receive any payments remaining due at your death.  Different classes
of  beneficiaries,  such as primary (first) and contingent  (secondary),  may be
designated.  These  classes set the order of payment.  If a class  contains more
than one person,  any payments  remaining  due at your death will be paid to the
then living persons in a class in equal shares,  unless provided otherwise.  For
example,  if you die  during the Period of  Annuity  Payments  with your  spouse
having been named


C1006.4                                                                   Page 7
Ed. 10-87                                                                    LGP


<PAGE>



as primary beneficiary and "my children" as equal contingent beneficiaries, your
spouse would receive any payments  remaining due upon surviving you. But if your
spouse did not survive you,  then your  surviving  children  would receive equal
shares of any payments remaining due.

     The  terms  "children"  or "my  children"  may be used  to name a class  of
beneficiaries,  either primary or contingent.  Unless otherwise specified, these
terms will mean all children born of your marriage or marriages and any children
legally adopted by you. The term "children" also has the same inclusive  meaning
when used to name as beneficiaries the children of your spouse, your child, your
brother or your sister.

     The  beneficiary  designation  may be changed as  explained  below,  unless
otherwise specified on Page 5.

     8.  BENEFITS  BASED  ON  INCORRECT  DATA.  If the  amount  of  benefits  is
determined by data as to a person's age and if that data is incorrect,  benefits
will be  recalculated  on the basis of the correct data. If any  overpayments or
underpayments  have been made by CREF,  adjustments  will be made in  accordance
with the Rules of the Fund.

     9. PROOF OF SURVIVAL. CREF reserves the right to require satisfactory proof
that anyone named to receive  benefits  under the terms of your  certificate  is
alive on the date any payment is due. If this proof is not  received by us after
requested  in writing,  CREF will have the right to withhold  payments  entirely
until such proof is received.

     10. PROCEDURE FOR ELECTIONS AND CHANGES. You or a beneficiary,  when having
the right to do so, may elect or change,  in  accordance  with the terms of your
certificate, any of the following by written notice satisfactory to CREF sent to
its home office in New York, NY:

              A) the method of payment to the beneficiary;
              B) the beneficiary;
              C) the frequency of payments; or
              D) the surrender of  this certificate  for its Present Value (only
                 a beneficiary may have this right).

No such  notice  will take  effect  unless it has been  received  by CREF.  When
received it will take  effect as of the date it was  signed,  whether or not the
signer is living at the time we receive  it.  Any  action  taken by CREF in good
faith before receiving the notice will not subject CREF to liability that is due
to our acts being contrary to what was stated in the notice.

     11. OWNERSHIP. You own this certificate.  During your lifetime, you may, to
the extent  permitted  by law,  exercise  every  right  given by it without  the
consent of any other person.

     12. NO ASSIGNMENT.  Neither you nor any other person may assign, pledge, or
transfer ownership of this certificate or any benefits under its terms. Any such
action will be void and of no effect.

13. NO LOANS. This certificate does not provide for loans.

     14. THE  CERTIFICATE.  Any endorsement or amendment of this  certificate or
waiver of any if its  provisions  will be valid only if in writing and signed by
an Executive  Officer or Registrar of CREF.

     The consideration has been delivered and all benefits are payable at CREF's
home office in New York, NY.


C1006.4                                                                   Page 8
Ed. 10-87                                                                    LGP

<PAGE>



     15.  SERVICE OF PROCESS UPON CREF. We will accept service of process in any
action  or suit  against  us on  this  certificate  in any  court  of  competent
jurisdiction  in the United States,  Puerto Rico or Canada provided such process
is properly made. We will also accept such process sent to us by registered mail
if the plaintiff is a resident of the state, district, territory, or province in
which the  action or suit is  brought.  This  Section  does not waive any of our
rights, including the right to remove such action or suit to another court.

     16.  PROTECTION  AGAINST  CLAIMS OF  CREDITORS.  The  benefits  and  rights
accruing to you or any other person under this  certificate  are exempt from the
claims of creditors  or legal  process to the fullest  extent  permitted by law.
This  protection  is  contained  in  the  statute  of  the  State  of  New  York
establishing CREF.

     17. PAYMENT TO AN ESTATE,  TRUSTEE,  ETC. CREF reserves the right to pay in
one  sum  the  Present  Value  of  any  benefits  due  an  estate,  corporation,
partnership,  trustee,  or other entity not a natural  person.  CREF will not be
responsible  for the acts or neglects of any  executor,  trustee,  guardian,  or
other third party to whom payment is made.

     18. CORRESPONDENCE AND REQUESTS FOR BENEFITS. No notice, application,  form
or  request  for  benefits  will be  deemed  to be  received  by us unless it is
received at our home office.  Any questions about this  certificate or inquiries
about our service should be sent to us at our address:

                                      CREF
                                730 Third Avenue
                               New York, NY 10017.


C1006.4                                                                   Page 9
Ed. 10-87                                                                    LGP




                        COLLEGE RETIREMENT EQUITIES FUND
                     730 THIRD AVENUE, NEW YORK, N.Y. 10017

                             TELEPHONE: 800-842-2733

                         LAST SURVIVOR LIFE UNIT-ANNUITY

                         CERTIFICATE     DATE OF FIRST PAYMENT      FREQUENCY OF
                           NUMBER           MO.   DAY   YR.            PAYMENT
                          IA00000-0           10  01  87               MONTHLY

FIRST PARTICIPANT       [DOE, JOHN]
Second Participant      [DOE, MARY]

            1.138                     0.569                    $56.58
    ANNUITY UNITS PAYABLE     ANNUITY UNITS PAYABLE        AMOUNT OF FIRST
    TO FIRST PARTICIPANT      TO SECOND PARTICIPANT        ANNUITY PAYMENT

        This is to certify  that you, as the owner (First  Participant)  of this
certificate,  are  entitled  to  share in the  benefits  of  COLLEGE  RETIREMENT
EQUITIES FUND ("CREF").

        This page refers  briefly to  some of the features of your  certificate.
The next pages set forth in detail  the rights and  obligations  as between CREF
and you under the certificate. PLEASE READ YOUR CERTIFICATE. IT IS IMPORTANT.

                               GENERAL DESCRIPTION

        This certificate will provide a lifetime income for you with payments to
start as of the date shown  above.  It will also provide an income to the Second
Participant  as long as he or she survives  you. No payments  will be made after
both Participants have died.

        You,  or your  Second  Participant,  will be paid an  income  of a fixed
number of annuity  units.  The amount of dollars  payable  per unit will  change
primarily  with the  changes  in the  value of CREF's  investments.  There is no
guarantee of any dollar amount;  you are assured of full  participation in CREF.
All dollar amounts payable are determined by actuarial methods.

CHAIRMaN AND
CHIEF EXECUTIVE OFFICER

COUNTERSIGNED-----------------------------------------
                               REGISTRAR

               THIS CERTIFICATE  CANNOT BE ASSIGNED NOR DOES IT PROVIDE FOR CASH
                 SURRENDER OR LOANS.  THIS  CERTIFICATE  DOES NOT  GUARANTEE ANY
                 FIXED DOLLAR AMOUNT OF ANNUITY PAYMENTS.


<PAGE>



                                                INDEX OF PROVISIONS

                                                                    Section

Assignment -- Void and of no effect..................................     9
Benefits Based on Incorrect Data....................................      6
Cash Surrender -- No provision for...................................    10
Certificate..........................................................    11
Claims of Creditors -- Protection against............................    13
Consideration........................................................     1
Correspondence with us................................................   15
Loans -- No provision for.............................................   10
Ownership............................................................     8
Payment to an Estate, Trustee, etc....................................   14
Proof of Survival....................................................     7
Requests for Benefits.................................................   15
Rules of the Fund....................................................     3
Service of Process upon CREF.........................................    12
Unit Annuity Payments................................................     2
        - Change of frequency........................................     4
        - Termination of..............................................    5




<PAGE>



                        COLLEGE RETIREMENT EQUITIES FUND

                                        DATE OF
                       CERTIFICATE        FIRST    FREQUENCY       DATE OF
                          NUMBER        PAYMENT     OF PAYMENT      BIRTH
                                                                  MO  DA  YR
                         IA00000-0      10  01  87    MONTHLY

FIRST PARTICIPANT        JOHN DOE                                 09   23  22
SECOND PARTICIPANT       MARY DOE                                 09   15  25

             1.138                        0.569
         STOCK ACCOUNT                STOCK ACCOUNT                  $56.58

         ANNUITY UNITS                ANNUITY UNITS                 AMOUNT OF
            PAYABLE                      PAYABLE                  FIRST ANNUITY

           TO FIRST                     TO SECOND                    PAYMENT
          PARTICIPANT                  PARTICIPANT

         DATE OF ISSUE
          MO   DA   YR

          10  01    87


                                   PROVISIONS

1.       CONSIDERATION.

         THIS  CERTIFICATE  IS  ISSUED  IN EXCHANGE FOR THE SURRENDER TO CREF OF
CERTIFICATE NUMBER [P000000-0] AND THE APPLYING OF ITS PROCEEDS OF  [$10,000.00]
TO  THIS  CERTIFICATE.  THESE  ACTS  FULFILL ALL OBLIGATIONS  OF THE CERTIFICATE
THAT HAS BEEN SURRENDERED.
         THE  CONSIDERATION  FOR THIS  CERTIFICATE  HAS BEEN DELIVERED AT CREF'S
HOME OFFICE IN NEW YORK, NEW YORK.


<PAGE>



                        This page is intentionally blank.


<PAGE>



2. UNIT ANNUITY PAYMENTS. Your income will begin as of the Date of First Payment
if both you and the Second  Participant  are then alive.  Payments will continue
for the rest of your life.  Payments will be made to the Second  Participant for
as long as he or she  survives  you.  The Date of First  Payment,  Frequency  of
Payment,   and  the  number  of  Annuity  Units  payable  to  First  and  Second
Participants are shown on Page 3.
     The dollar  amount of each payment will be the current value on the date of
each  payment of the number of Annuity  Units  stated on Page 3. The value of an
Annuity  Unit  will  change  from  time to time to  reflect  CREF's  investment,
mortality and expense  experience and will be determined in accordance  with the
Rules of the Fund, using actuarial methods.

     3. RULES OF THE FUND.  The Rules of the Fund govern all  matters  affecting
the  interest  of  anyone  in the  Fund  to the  extent  such  matters  are  not
specifically  provided  in this  certificate.  The Board of Trustees of CREF may
amend  the Rules of the Fund from  time to time.  Amendments  to such  Rules are
effective only when approved by the  Superintendent of Insurance of the State of
New York as not being unfair, unjust, inequitable or prejudicial to the interest
of  anyone  in the Fund.  A copy of the  Rules  was  furnished  to you when this
certificate was issued; you will be notified of all amendments to the Rules.

     4. CHANGE OF FREQUENCY OF UNIT ANNUITY PAYMENTS. At your request, CREF will
change  to  equivalent  payments  made  annually,  semi-annually  or  quarterly.
However, CREF will have the right to decline a change to less frequent payments.
CREF will also  have the  right to  decline  any  change  that  would  result in
payments of less than $25 each. After your death, the Second Participant will be
able to request a change in frequency of payments.

     5. TERMINATION OF UNIT ANNUITY PAYMENTS. The final payment to be made under
this  certificate  will be the last  payment due before the death of the last to
die of you or Second Participant.  The certificate will terminate at the time of
such death.

     6.  BENEFITS  BASED  ON  INCORRECT  DATA.  If the  amount  of  benefits  is
determined by data as to a person's age and if that data is incorrect,  benefits
will be  recalculated  on the basis of the correct data. If any  overpayments or
underpayments  have been made by CREF,  adjustments  will be made in  accordance
with the Rules of the Fund.

     7. PROOF OF SURVIVAL. CREF reserves the right to require satisfactory proof
that you or the Second  Participant is alive on the date each payment is due. If
this proof is not received after  requested in writing,  or if we receive notice
of the death of either Participant after any payment in excess of those required
under this  contract has been made,  CREF has the following  rights:  A) to make
reduced  payments of an amount  determined by us until such excess is recovered;
or B) to withhold payments until such excess is recovered.

     8. OWNERSHIP. You own this certificate.  If the Second Participant survives
you,  he or she becomes the owner of the  certificate  at your death.  The owner
may, to the extent  permitted by law,  exercise  every right given by it without
the consent of any other person.

     9. NO ASSIGNMENT.  Neither you nor any other person may assign,  pledge, or
transfer ownership of this certificate or any benefits under its terms. Any such
action will be void and of no effect.




<PAGE>




     10. NO CASH SURRENDER OR LOANS.  This certificate does not provide for cash
surrender or loans.

     11. THE  CERTIFICATE.  Any endorsement or amendment of this  certificate or
waiver of any of its  provisions  will be valid only if in writing and signed by
an Executive Officer or Registrar of CREF.
     The consideration has been delivered and all benefits are payable at CREF's
home office in New York, NY.

     12.  SERVICE OF PROCESS UPON CREF. We will accept service of process in any
action  or suit  against  us on  this  certificate  in any  court  of  competent
jurisdiction  in the United States,  Puerto Rico or Canada provided such process
is properly made. We will also accept such process sent to us by registered mail
if the plaintiff is a resident of the state, district, territory, or province in
which the  action or suit is  brought.  This  Section  does not waive any of our
rights, including the right to remove such action or suit to another court.

     13.  PROTECTION  AGAINST  CLAIMS OF  CREDITORS.  The  benefits  and  rights
accruing to either Participant under this certificate are exempt from the claims
of  creditors or legal  process to the fullest  extent  permitted  by law.  This
protection  is  contained  in the statute of the State of New York  establishing
CREF.

     14. PAYMENT TO AN ESTATE,  TRUSTEE,  ETC. CREF will not be responsible  for
the acts or neglects of any executor, trustee, guardian, or other third party to
whom payment is made.

     15. CORRESPONDENCE AND REQUESTS FOR BENEFITS. No notice, application,  form
or  request  for  benefits  will be  deemed  to be  received  by us unless it is
received at our home office.  Any questions about this  certificate or inquiries
about our service should be sent to us at our address:

                                      CREF
                                730 Third Avenue
                               New York, NY 10017.






                        COLLEGE RETIREMENT EQUITIES FUND
                     730 THIRD AVENUE, NEW YORK, N.Y. 10017

                             TELEPHONE: 800-842-2733

                      JOINT AND SURVIVOR LIFE UNIT-ANNUITY

                       CERTIFICATE      DATE OF FIRST PAYMENT      FREQUENCY OF
                         NUMBER            MO.   DAY   YR.            PAYMENT
                        IA00000-0            10  01  87               MONTHLY

FIRST PARTICIPANT      [DOE, JOHN]
Second Participant     [DOE, MARY]

          1.150                         0.767                       $57.20
  ANNUITY UNITS PAYABLE         ANNUITY UNITS PAYABLE           AMOUNT OF FIRST
       WHILE BOTH             TO SURVIVING PARTICIPANT          ANNUITY PAYMENT
   PARTICIPANTS ALIVE

        This is to certify  that you, as the owner (First  Participant)  of this
certificate,  are  entitled  to  share in the  benefits  of  COLLEGE  RETIREMENT
EQUITIES FUND ("CREF").

        This page refers  briefly to some of the features  of your  certificate.
The next pages set forth in detail the rights and  obligations  as  between CREF
and you under the  certificate.  PLEASE READ YOUR  CERTIFICATE. IT IS IMPORTANT.

                               GENERAL DESCRIPTION

        This  certificate  provides a lifetime  income for you with  payments to
start as of the date shown  above.  It will also provide an income to the Second
Participant  as long as he or she survives you.  After the death of the first to
die of the Second  Participant  or you, the number of annuity units payable will
be reduced to two-thirds  of the initial  number of Annuity  Units.  No payments
will be made after both Participants have died.

        You, or the Second Participant, will be paid an income of a fixed number
of annuity units.  The amount of dollars payable per unit will change  primarily
with the changes in the value of CREF's  investments.  There is no  guarantee of
any dollar  amount;  you are assured of full  participation  in CREF. All dollar
amounts payable are determined by actuarial methods.

CHAIRMaN AND
CHIEF EXECUTIVE OFFICER

COUNTERSIGNED--------------------------------------
                          REGISTRAR

               THIS CERTIFICATE  CANNOT BE ASSIGNED NOR DOES IT PROVIDE FOR CASH
                 SURRENDER OR LOANS.  THIS  CERTIFICATE  DOES NOT  GUARANTEE ANY
                 FIXED DOLLAR AMOUNT OF ANNUITY PAYMENTS.


<PAGE>



                               INDEX OF PROVISIONS

                                                                   Section

Assignment -- Void and of no effect.................................     9
Benefits Based on Incorrect Data...................................      6
Cash Surrender -- No provision for..................................    10
Certificate.........................................................    11
Claims of Creditors -- Protection against...........................    13
Consideration.......................................................     1
Correspondence with us...............................................   15
Loans -- No provision for............................................   10
Ownership...........................................................     8
Payment to an Estate, Trustee, etc...................................   14
Proof of Survival...................................................     7
Requests for Benefits................................................   15
Rules of the Fund...................................................     3
Service of Process upon CREF........................................    12
Unit Annuity Payments...............................................     2
        - Change of frequency.......................................     4
        - Termination of.............................................    5


<PAGE>



                        COLLEGE RETIREMENT EQUITIES FUND

                                        DATE OF
                    CERTIFICATE          FIRST        FREQUENCY         DATE OF
                      NUMBER            PAYMENT      OF PAYMENT         BIRTH
                                                                     MO  DA  YR
                     IA00000-0         10  01  87     MONTHLY

FIRST PARTICIPANT    JOHN DOE                                        09  23  22
SECOND PARTICIPANT   MARY DOE                                        09  15  25



                 1.150                      0.767
             STOCK ACCOUNT              STOCK ACCOUNT                  $57.20

             ANNUITY UNITS              ANNUITY UNITS                AMOUNT OF
                PAYABLE                    PAYABLE                FIRST ANNUITY

              WHILE BOTH                TO SURVIVING                 PAYMENT
              PARTICIPANT                PARTICIPANT

                 ALIVE

             DATE OF ISSUE
              MO   DA   YR
              10   01   87


                                                     PROVISIONS

1.       CONSIDERATION.

         THIS  CERTIFICATE IS ISSUED IN EXCHANGE FOR THE SURRENDER  TO  CREF  OF
CERTIFICATE  NUMBER [P000000-0] AND THE APPLYING OF ITS PROCEEDS OF [$10,000.00]
TO  THIS  CERTIFICATE.  THESE ACTS  FULFILL ALL  OBLIGATIONS  OF THE CERTIFICATE
THAT HAS BEEN SURRENDERED.
         THE  CONSIDERATION  FOR THIS  CERTIFICATE  HAS BEEN DELIVERED AT CREF'S
HOME OFFICE IN NEW YORK, NEW YORK.




<PAGE>




                        This page is intentionally blank.


<PAGE>



2. UNIT ANNUITY PAYMENTS. Your income will begin as of the Date of First Payment
if both you and the Second  Participant  are then alive.  Payments will continue
for the rest of your life.  If the Second  Participant  dies  before  you,  your
payments  will be reduced to  two-thirds  the  number of Annuity  Units.  If the
Second  Participant  survives  you,  payments of this reduced  number of Annuity
Units will be made to him or her for life. The Date of First Payment,  Frequency
of  Payment,  and the  number of  Annuity  Units  payable  to First  and  Second
Participants are shown on Page 3.
     The dollar  amount of each payment will be the current value on the date of
each  payment of the number of Annuity  Units  stated on Page 3. The value of an
Annuity  Unit  will  change  from  time to time to  reflect  CREF's  investment,
mortality and expense  experience and will be determined in accordance  with the
Rules of the Fund, using actuarial methods.

     3. RULES OF THE FUND.  The Rules of the Fund govern all  matters  affecting
the  interest  of  anyone  in the  Fund  to the  extent  such  matters  are  not
specifically  provided  in this  certificate.  The Board of Trustees of CREF may
amend  the Rules of the Fund from  time to time.  Amendments  to such  Rules are
effective only when approved by the  Superintendent of Insurance of the State of
New York as not being unfair, unjust, inequitable or prejudicial to the interest
of  anyone  in the Fund.  A copy of the  Rules  was  furnished  to you when this
certificate was issued; you will be notified of all amendments to the Rules.

     4. CHANGE OF FREQUENCY OF UNIT ANNUITY PAYMENTS. At your request, CREF will
change  to  equivalent  payments  made  annually,  semi-annually  or  quarterly.
However, CREF will have the right to decline a change to less frequent payments.
CREF will also  have the  right to  decline  any  change  that  would  result in
payments of less than $25 each. After your death, the Second Participant will be
able to request a change in frequency of payments.

     5. TERMINATION OF UNIT ANNUITY PAYMENTS. The final payment to be made under
this  certificate  will be the last  payment due before the death of the last to
die of you and the Second  Participant.  The  certificate  will terminate at the
time of such death.

     6.  BENEFITS  BASED  ON  INCORRECT  DATA.  If the  amount  of  benefits  is
determined by data as to a person's age and if that data is incorrect,  benefits
will be  recalculated  on the basis of the correct data. If any  overpayments or
underpayments  have been made by CREF,  adjustments  will be made in  accordance
with the Rules of the Fund.

     7. PROOF OF SURVIVAL. CREF reserves the right to require satisfactory proof
that you or the Second  Participant is alive on the date each payment is due. If
this proof is not received after  requested in writing,  or if we receive notice
of the death of either Participant after any payment in excess of those required
under this  contract has been made,  CREF has the following  rights:  A) to make
reduced  payments of an amount  determined by us until such excess is recovered;
or B) to withhold payments until such excess is recovered.

     8. OWNERSHIP. You own this certificate.  If the Second Participant survives
you,  he or she becomes the owner of the  certificate  at your death.  The owner
may, to the extent  permitted by law,  exercise  every right given by it without
the consent of any other person.

     9. NO ASSIGNMENT.  Neither you nor any other person may assign,  pledge, or
transfer ownership of this certificate or any benefits under its terms. Any such
action will be void and of no effect.



<PAGE>





     10. NO CASH SURRENDER OR LOANS.  This certificate does not provide for cash
surrender or loans.

     11. THE  CERTIFICATE.  Any endorsement or amendment of this  certificate or
waiver of any of its  provisions  will be valid only if in writing and signed by
an Executive Officer or Registrar of CREF.
     The consideration has been delivered and all benefits are payable at CREF's
home office in New York, NY.

     12.  SERVICE OF PROCESS UPON CREF. We will accept service of process in any
action  or suit  against  us on  this  certificate  in any  court  of  competent
jurisdiction  in the United States,  Puerto Rico or Canada provided such process
is properly made. We will also accept such process sent to us by registered mail
if the plaintiff is a resident of the state, district, territory, or province in
which the  action or suit is  brought.  This  Section  does not waive any of our
rights, including the right to remove such action or suit to another court.

     13.  PROTECTION  AGAINST  CLAIMS OF  CREDITORS.  The  benefits  and  rights
accruing to either Participant under this certificate are exempt from the claims
of  creditors or legal  process to the fullest  extent  permitted  by law.  This
protection  is  contained  in the statute of the State of New York  establishing
CREF.

     14. PAYMENT TO AN ESTATE,  TRUSTEE,  ETC. CREF will not be responsible  for
the acts or neglects of any executor, trustee, guardian, or other third party to
whom payment is made.

     15. CORRESPONDENCE AND REQUESTS FOR BENEFITS. No notice, application,  form
or  request  for  benefits  will be  deemed  to be  received  by us unless it is
received at our home office.  Any questions about this  certificate or inquiries
about our service should be sent to us at our address:

                                      CREF
                                730 Third Avenue
                               New York, NY 10017.



                        COLLEGE RETIREMENT EQUITIES FUND
                     730 THIRD AVENUE, NEW YORK, N.Y. 10017
                             TELEPHONE: 800-842-2733

                         LAST SURVIVOR LIFE UNIT-ANNUITY
                         WITH MINIMUM GUARANTEED PERIOD
<TABLE>
<CAPTION>

                            CERTIFICATE         DATE OF FIRST PAYMENT     FREQUENCY OF      MINIMUM GUARANTEED
                              NUMBER               MO.   DAY   YR.           PAYMENT              PERIOD
                             IA00000-0               10  01  87              MONTHLY             10 YEARS

<S>                          <C>                <C>                       <C>               <C>
FIRST PARTICIPANT           [DOE, JOHN]
Second Participant          [DOE, MARY]


                       ANNUITY UNITS PAYABLE         ANNUITY UNITS PAYABLE             AMOUNT OF FIRST
                       TO FIRST PARTICIPANT          TO SECOND PARTICIPANT             ANNUITY PAYMENT
                                                       OR TO BENEFICIARY
</TABLE>

     This is to  certify  that you,  as the owner  (First  Participant)  of this
certificate,  are  entitled  to  share in the  benefits  of  COLLEGE  RETIREMENT
EQUITIES FUND ("CREF").

     This page refers briefly to some of the features of your  certificate.  The
next pages set forth in detail the rights and  obligations  as between  CREF and
you under the certificate. PLEASE READ YOUR CERTIFICATE. IT IS IMPORTANT.

                               GENERAL DESCRIPTION

     This  certificate  provides a lifetime income for you. It will also provide
an income to the  Second  Participant  as long as he or she  survives  you.  The
number  of  annuity  units  payable  to  you,  the  Second  Participant  or  the
beneficiary is shown above.  Payments start as of the date shown above.  If both
you and the  Second  Participant  die  within  the  Minimum  Guaranteed  Period,
payments  will  continue  to the end of the  period to the  beneficiary;  or the
present  value  of  such  payments  may be  paid in one  sum,  unless  otherwise
specified on Page 5.

     You, your Second Participant or your beneficiary, will be paid an income of
a fixed  number of annuity  units.  The amount of dollars  payable per unit will
change primarily with the changes in the value of CREF's  investments.  There is
no  guarantee of any dollar  amount;  you are assured of full  participation  in
CREF. All dollar amounts payable are determined by actuarial methods.


                                          /s/ John H. Biggs
                                          -----------------------
                                                CHAIRMAN AND
                                          CHIEF EXECUTIVE OFFICER

COUNTERSIGNED -----------------------------------------------------
                                  REGISTRAR

       THIS CERTIFICATE CANNOT BE ASSIGNED NOR DOES IT PROVIDE FOR LOANS.
THIS CERTIFICATE DOES NOT GUARANTEE ANY FIXED DOLLAR AMOUNT OF ANNUITY PAYMENTS.


<PAGE>






                               INDEX OF PROVISIONS

                                                                       Section

Assignment -- Void and of no effect...................................   11
Beneficiary...........................................................    7
Benefits Based on Incorrect Data......................................    8
Certificate...........................................................   13
Claims of Creditors -- Protection against.............................   16
Consideration.........................................................    1
Correspondence with us................................................   18
Loans -- No provision for.............................................   12
Ownership.............................................................   10
Payment to an Estate, Trustee, etc....................................   17
Present Value.........................................................    3
Procedure for Elections and Changes....................................  14
Proof of Survival.....................................................    9
Requests for Benefits.................................................   18
Rules of the Fund.....................................................    4
Service of Process upon CREF..........................................   15
Unit Annuity Payments.................................................    2
        - Change of frequency.........................................    5
        - Termination of..............................................    6


<PAGE>
                        COLLEGE RETIREMENT EQUITIES FUND


<TABLE>
<CAPTION>

                                          DATE OF                            MINIMUM
                       CERTIFICATE         FIRST           FREQUENCY       GUARANTEED          DATE OF
                         NUMBER           PAYMENT         OF PAYMENT         PERIOD             BIRTH
                                                                                              MO DA  YR
                       [IA00000-0       10  01  87          MONTHLY         10 YEARS]
<S>                    <C>              <C>               <C>              <C>              <C>
    PARTICIPANT        [JOHN DOE]                                                           [09  23   22]
SECOND PARTICIPANT     [MARY DOE]                                                           [09  15  25]


                         [1.137]                            [0.568]
                     [STOCK ACCOUNT]                    [STOCK ACCOUNT]                       [$56.52]

                      ANNUITY UNITS                      ANNUITY UNITS                        AMOUNT OF
                         PAYABLE                            PAYABLE                         FIRST ANNUITY
                        TO FIRST                           TO SECOND                           PAYMENT
                       PARTICIPANT                      PARTICIPANT OR
                                                        TO BENEFICIARY

                      DATE OF ISSUE
                      MO   DA   YR
                     [10   01   87]


                                                     PROVISIONS
</TABLE>

1.       CONSIDERATION.
     THIS CERTIFICATE IS ISSUED IN EXCHANGE FOR APPLYING  [$10,000.00]  FROM THE
ACCUMULATION OF [CREF CERTIFICATE NUMBER  P-000000-0] TO THIS CERTIFICATE.  THIS
FULFILLS ALL OBLIGATIONS  UNDER CREF CERTIFICATE  NUMBER  [P-000000-0] AS TO THE
AMOUNT OF THE ACCUMULATION THAT HAS BEEN APPLIED.

     THE  CONSIDERATION  FOR THIS  CERTIFICATE HAS BEEN DELIVERED AT CREF'S HOME
OFFICE IN NEW YORK, NEW YORK.


<PAGE>


                        This page is intentionally blank.


<PAGE>



                    BENEFICIARY DESIGNATION (SEE PROVISION 3)


                            CLASS I BENEFICIARY(IES)

NAME                                 RELATIONSHIP TO FIRST PARTICIPANT

MARY DOE                                           WIFE



                            CLASS II BENEFICIARY(IES)

NAME                                  RELATIONSHIP TO FIRST PARTICIPANT

JANE DOE                                          DAUGHTER




|_|  Right to receive present value of unit-annuity  payments in one sum. At the
     surviving  participant's  death,  each beneficiary  shall have the right to
     elect to  receive  in one sum the then  present  value of the  share of any
     remaining unpaid unit-annuity payments apportioned to such beneficiary.

             [This provision is applicable only if the preceding box
                          (|_|) is marked with an (x).]

|_|  Automatic one-sum payment of present value of unit-annuity payments. At the
     surviving  participant's  death,  the  present  value  of the  share of any
     remaining unpaid unit-annuity  payments  apportioned to a beneficiary shall
     be paid in one sum.

             [This provision is applicable only if the preceding box
                         (|_|) is marked with an (x).]

<PAGE>




                              ADDITIONAL PROVISIONS


     It is  understood  and agreed  that if a  testamentary  trustee or an inter
     vivos trustee is designated as beneficiary:

(A)  CREF shall not be  obliged to inquire  into the terms of any will or of any
     trust  affecting  this  certificate  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 the last
     surviving  participant's  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 the last surviving  participant's
     death;  or (III) if evidence  satisfactory to CREF is furnished 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)  are designated and survive
     the  last   surviving   participant;   otherwise   to  the   executors   or
     administrators of the last surviving participant.

(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
     benefits;  or (III) the  qualified  trustee  is not  willing  to accept the
     benefits,  payment  shall  be made  to the  successor  beneficiary(ies)  as
     designated on the reverse side, if any such beneficiary(ies) are designated
     and survive the last surviving  participant;  otherwise to the executors or
     administrators of the last surviving participant.

(D)  Payment to and receipt by said trustee, said successor  beneficiary(ies) or
     said  executors  or  administrators,  as provided  for in (B) or (C) above,
     shall  fully  discharge  CREF  from all  liability  to the  extent  of such
     payment.  CREF shall have no obligations as to the  application of funds so
     paid and shall, in all dealings with said trustee or with said executors or
     administrators, including but not limited to any consent, release or waiver
     of interest,  be fully protected against the claims or demands of any other
     person or persons.


<PAGE>


      2. UNIT ANNUITY  PAYMENTS.  Your income will begin as of the Date of First
Payment if both you and the Second  Participant  are then alive.  Payments  will
continue  for the  rest  of  your  life.  Payments  will  be made to the  Second
Participant  for as long as he or she  survives  you. If both you and the Second
Participant die before the end of the Minimum  Guaranteed Period which starts at
the Date of Issue, we will continue payments to the beneficiary until the end of
that period. In lieu of payments due the beneficiary,  the Present Value of such
payments may be paid to the beneficiary in one sum, unless  otherwise  specified
on Page 5. The Date of First Payment,  Frequency of Payment,  Minimum Guaranteed
Period  and the  number  of  Annuity  Units  payable  to the  First  and  Second
Participants are shown on Page 3.
      The dollar amount of each payment will be the current value on the date of
each  payment of the number of Annuity  Units  stated on Page 3. The value of an
Annuity  Unit  will  change  from  time to time to  reflect  CREF's  investment,
mortality and expense  experience and will be determined in accordance  with the
Rules of the Fund, using actuarial methods.
      If one of the Participants outlives all beneficiaries, at his or her death
we will pay to that  person's  estate  the then  Present  Value of any  payments
remaining  due. If a beneficiary  dies while entitled to receive  payments,  the
then Present Value of any payments  remaining due him or her will be paid to any
other  surviving  person or persons  named to receive  it. If no one so named is
then  living,  the  then  Present  Value  will  be paid  to the  estate  of such
beneficiary.
      Payments are subject to any method of payment  agreement or the provisions
of any beneficiary designation in effect under this contract.

      3. PRESENT VALUE. The Present  (discounted) Value is a one-sum amount paid
in lieu of a series  of  payments.  The  Present  Value of  future  payments  is
computed in accordance with the Rules of the Fund.

      4. RULES OF THE FUND.  The Rules of the Fund govern all matters  affecting
the  interest  of  anyone  in the  Fund  to the  extent  such  matters  are  not
specifically  provided  in this  certificate.  The Board of Trustees of CREF may
amend  the Rules of the Fund from  time to time.  Amendments  to such  Rules are
effective only when approved by the  Superintendent of Insurance of the State of
New York as not being unfair, unjust, inequitable or prejudicial to the interest
of  anyone  in the Fund.  A copy of the  Rules  was  furnished  to you when this
certificate was issued; you will be notified of all amendments to the Rules.

      5. CHANGE OF FREQUENCY OF UNIT ANNUITY  PAYMENTS.  At your  request,  CREF
will change to equivalent  payments made annually,  semi-annually  or quarterly.
However, CREF will have the right to decline a change to less frequent payments.
CREF will also  have the  right to  decline  any  change  that  would  result in
payments of less than $25 each. After your death, the Second Participant will be
able to request a change in frequency of payments.

      6.  TERMINATION  OF UNIT ANNUITY  PAYMENTS.  The final  payment to be made
under this certificate will be the last payment due before the death of the last
to die of you or Second Participant, unless such death occurs within the Minimum
Guaranteed  Period. In that case, the final payment will be the last payment due
within  that  period.  However,  payments  may  end  at  an  earlier  date  if a
beneficiary receives the then present value of the payments due him or her.

      7.  YOUR  BENEFICIARY.   Beneficiaries  are  persons  you  name,  in  form
satisfactory  to CREF, to receive any payments  remaining due after the death of
both you and the Second  Participant.  You may  designate  different  classes of
beneficiaries, such as primary (first) and contingent (secondary). These classes
set the order of payment. If a class contains more than one person,


<PAGE>

any payments  remaining due will be paid to the then living persons in the class
in equal shares,  unless you provide otherwise.  For example,  if you die during
the Period of Annuity  Payments having named your mother as primary  beneficiary
and "children" as equal contingent beneficiaries,  your mother would receive any
payments  remaining  due if she survived you. But if your mother did not survive
you,  then your children  would  receive equal shares of any payments  remaining
due.
      The  terms  "children"  or "my  children"  may be used to name a class  of
beneficiaries, either primary or contingent. Unless you specify otherwise, these
terms will mean all children born of your marriage or marriages and any children
legally adopted by you. The term "children" also has the same inclusive  meaning
when used to name as beneficiaries the children of your spouse, your child, your
brother or your sister.
      You, or after your death the Second Participant, may change, add or delete
beneficiaries as explained in Section 14, unless otherwise specified on Page 5.

      8.  BENEFITS  BASED ON  INCORRECT  DATA.  If the  amount  of  benefits  is
determined by data as to a person's age and if that data is incorrect,  benefits
will be  recalculated  on the basis of the correct data. If any  overpayments or
underpayments  have been made by CREF,  adjustments  will be made in  accordance
with the Rules of the Fund.

      9. PROOF OF  SURVIVAL.  CREF  reserves  the right to require  satisfactory
proof that you,  the Second  Participant  or any other  person  named to receive
benefits  under the terms of this  certificate is alive on the date each payment
is due. If this proof is not  received  after  requested  in  writing,  or if we
receive notice of the death of either  Participant after excess payment has been
made, CREF has the following  rights:  A) to make reduced  payments of an amount
determined  by us until such excess is  recovered;  or B) to  withhold  payments
until such excess is recovered.

      10.  OWNERSHIP.  You  own  this  certificate.  If the  Second  Participant
survives you, he or she becomes the owner of the certificate at your death.  The
owner may,  to the extent  permitted  by law,  exercise  every right given by it
without the consent of any other person.

      11. NO ASSIGNMENT. Neither you nor any other person may assign, pledge, or
transfer ownership of this certificate or any benefits under its terms. Any such
action will be void and of no effect.

      12. NO LOANS. This certificate does not provide for loans.

      13. THE  CERTIFICATE.  Any endorsement or amendment of this certificate or
waiver of any if its  provisions  will be valid only if in writing and signed by
an Executive Officer or Registrar of CREF.
      The  consideration  has been  delivered  and all  benefits  are payable at
CREF's home office in New York, NY.

      14. PROCEDURE FOR ELECTIONS AND CHANGES.  You, the Second Participant or a
beneficiary,  when having the right to do so, may elect or change, in accordance
with the terms of your  certificate,  any of the  following  by  written  notice
satisfactory to CREF sent to its home office in New York, NY:

     A)   the method of payment to the beneficiary as explained in Section 3;
     B)   the beneficiary as explained in Section 5;


<PAGE>

     C)   the frequency of payments as explained in Section 4; or
     D)   the  surrender  of this  certificate  for its  Present  Value  (only a
          beneficiary may have this right).

No such  notice  will take  effect  unless it has been  received  by CREF.  When
received it will take  effect as of the date it was  signed,  whether or not the
signer is living at the time we receive  it.  Any  action  taken by CREF in good
faith before receiving the notice will not subject CREF to liability because our
acts were contrary to what was stated in the notice.

      15. SERVICE OF PROCESS UPON CREF. We will accept service of process in any
action  or suit  against  us on  this  certificate  in any  court  of  competent
jurisdiction  in the United States,  Puerto Rico or Canada provided such process
is properly made. We will also accept such process sent to us by registered mail
if the plaintiff is a resident of the state, district, territory, or province in
which the  action or suit is  brought.  This  Section  does not waive any of our
rights, including the right to remove such action or suit to another court.

      16.  PROTECTION  AGAINST  CLAIMS OF  CREDITORS.  The  benefits  and rights
accruing to you or any other person under this  certificate  are exempt from the
claims of creditors  or legal  process to the fullest  extent  permitted by law.
This  protection  is  contained  in  the  statute  of  the  State  of  New  York
establishing CREF.

      17. PAYMENT TO AN ESTATE,  TRUSTEE, ETC. CREF reserves the right to pay in
one sum the then  present  value of any  benefits  due an  estate,  corporation,
partnership,  trustee,  or other entity not a natural  person.  CREF will not be
responsible  for the acts or neglects of any  executor,  trustee,  guardian,  or
other third party to whom payment is made.

      18. CORRESPONDENCE AND REQUESTS FOR BENEFITS. No notice, application, form
or  request  for  benefits  will be  deemed  to be  received  by us unless it is
received at our home office.  Any questions about this  certificate or inquiries
about our service should be sent to us at our address:

                                      CREF
                                730 Third Avenue
                               New York, NY 10017.



                        COLLEGE RETIREMENT EQUITIES FUND
                     730 THIRD AVENUE, NEW YORK, N.Y. 10017

                             TELEPHONE: 800-842-2733

                      JOINT AND SURVIVOR LIFE UNIT-ANNUITY
                         WITH MINIMUM GUARANTEED PERIOD

<TABLE>
<CAPTION>
                        CERTIFICATE      DATE OF FIRST PAYMENT      FREQUENCY OF        MINIMUM GUARANTEED
                          NUMBER            MO.   DAY   YR.            PAYMENT                PERIOD
                         IA00000-0            10  01  87               MONTHLY               10 YEARS

<S>                     <C>                      <C>                                      <C> 
FIRST PARTICIPANT       [DOE, JOHN]
Second Participant      [DOE, MARY]

                      1.149                                 0.766                              $57.11
              ANNUITY UNITS PAYABLE                 ANNUITY UNITS PAYABLE                  AMOUNT OF FIRST
                   WHILE BOTH                     TO SURVIVING PARTICIPANT                 ANNUITY PAYMENT

               PARTICIPANTS ALIVE                     OR TO BENEFICIARY

</TABLE>

        This is to certify  that you, as the owner (First  Participant)  of this
certificate,  are  entitled  to  share in the  benefits  of  COLLEGE  RETIREMENT
EQUITIES FUND ("CREF").

        This page refers  briefly to some of the features  of your  certificate.
The next pages set forth in detail the rights and  obligations  as  between CREF
and you under the  certificate.  PLEASE READ YOUR  CERTIFICATE. IT IS IMPORTANT.

                               GENERAL DESCRIPTION

        This  certificate  provides  a  lifetime  income  for you.  It will also
provide an income to the Second  Participant  as long as he or she survives you.
After  the  death of the  first to die of you and the  Second  Participant,  the
number of annuity  units of each  payment will be reduced to  two-thirds  of the
initial number of Annuity Units.  Payments start as of the date shown above.  If
both you and the Second  Participant die within the Minimum  Guaranteed  Period,
the reduced  payments will continue to the end of the period to the beneficiary;
or the present value of such payments may be paid in one sum,  unless  otherwise
specified on Page 5.

        You, your Second Participant or your beneficiary, will be paid an income
of a fixed number of annuity units.  The amount of dollars payable per unit will
change primarily with the changes in the value of CREF's  investments.  There is
no  guarantee of any dollar  amount;  you are assured of full  participation  in
CREF. All dollar amounts payable are determined by actuarial methods.
       
                                                            /s/John H. Biggs
                                                               -------------
                                                               CHAIRMAN AND
                                                         CHIEF EXECUTIVE OFFICER

COUNTERSIGNED--------------------------------------
                             REGISTRAR

       THIS CERTIFICATE  CANNOT BE ASSIGNED NOR DOES IT PROVIDE FOR LOANS.
THIS CERTIFICATE DOES NOT GUARANTEE ANY FIXED DOLLAR AMOUNT OF ANNUITY PAYMENTS.


<PAGE>



                              INDEX OF PROVISIONS

                                                                       Section

Assignment -- Void and of no effect....................................     11
Beneficiary..............................................................    7
Benefits Based on Incorrect Data........................................     8
Certificate.............................................................    13
Claims of Creditors -- Protection against...............................    16
Consideration...........................................................     1
Correspondence with us...................................................   18
Loans -- No provision for................................................   12
Ownership..............................................................     10
Payment to an Estate, Trustee, etc.......................................   17
Present Value............................................................    3
Procedure for Elections and Changes......................................   14
Proof of Survival.......................................................     9
Requests for Benefits....................................................   18
Rules of the Fund.......................................................     4
Service of Process upon CREF............................................    15
Unit Annuity Payments...................................................     2
        - Change of frequency...........................................     5
        - Termination of.................................................    6


<PAGE>



                        COLLEGE RETIREMENT EQUITIES FUND
<TABLE>
<CAPTION>

                                         DATE OF                                      MINIMUM
                  CERTIFICATE             FIRST                FREQUENCY            GUARANTEED
                    NUMBER               PAYMENT              OF PAYMENT              PERIOD              DATE OF
                                                                                                           BIRTH
<S>               <C>                   <C>                     <C>                  <C>                <C>                        
                  IA00000-01            0  01  87               MONTHLY              10 YEARS           MO  DA  YR

FIRST PARTICIPANT  JOHN DOE                                                                             09  23  22
SECOND PARTICIPANT MARY DOE                                                                             09  15  25



                     1.149                                     0.766
                 STOCK ACCOUNT                             STOCK ACCOUNT                     $57.20
                 ANNUITY UNITS                             ANNUITY UNITS                    AMOUNT OF
                    PAYABLE                                   PAYABLE                     FIRST ANNUITY
                  WHILE BOTH                               TO SURVIVING                      PAYMENT
                 PARTICIPANTS                             PARTICIPANT OR
                     ALIVE                                TO BENEFICIARY

                 DATE OF ISSUE
                 MO   DA   YR
                 10   01   87

</TABLE>

                                   PROVISIONS

1.       CONSIDERATION.
         THIS  CERTIFICATE IS ISSUED IN EXCHANGE FOR THE SURRENDER  TO  CREF  OF
CERTIFICATE NUMBER [P000000-0] AND THE APPLYING OF ITS PROCEEDS OF  [$10,000.00]
TO  THIS  CERTIFICATE.  THESE ACTS  FULFILL ALL  OBLIGATIONS  OF THE CERTIFICATE
THAT HAS BEEN SURRENDERED.
         THE  CONSIDERATION  FOR THIS  CERTIFICATE  HAS BEEN DELIVERED AT CREF'S
HOME OFFICE IN NEW YORK, NEW YORK.



<PAGE>




                        This page is intentionally blank.


<PAGE>



                    BENEFICIARY DESIGNATION (SEE PROVISION 3)

                            CLASS I BENEFICIARY(IES)

NAME                                   RELATIONSHIP TO FIRST PARTICIPANT

MARY DOE                                                 WIFE

                                CLASS II BENEFICIARY(IES)

NAME                                   RELATIONSHIP TO FIRST PARTICIPANT

JANE DOE                                                               DAUGHTER
 _
|_|  Right to receive present value of unit-annuity  payments in one sum. At the
     surviving  participant's  death,  each beneficiary  shall have the right to
     elect to  receive  in one sum the then  present  value of the  share of any
     remaining unpaid unit-annuity payments apportioned to such beneficiary.
                                                                          _
                [This provision is applicable only if the preceding box (|_|) is
                 marked with an (x).]
 _
|_|  Automatic one-sum payment of present value of unit-annuity payments. At the
     surviving  participant's  death,  the  present  value  of the  share of any
     remaining unpaid unit-annuity  payments  apportioned to a beneficiary shall
     be paid in one sum.
                                                                          _
                [This provision is applicable only if the preceding box (|_|) is
                 marked with an (x).]


<PAGE>



                                                ADDITIONAL PROVISIONS

         It is understood and agreed that if a testamentary  trustee or an inter
         vivos trustee is designated as beneficiary:

(A)      CREF shall not be  obliged to inquire  into the terms of any will or of
         any trust  affecting  this  certificate 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
         the  last  surviving  participant's  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 the last
         surviving  participant's  death;  or (III) if evidence  satisfactory to
         CREF is furnished 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)  are  designated and survive the last  surviving
         participant;  otherwise  to the executors or administrators of the last
         surviving participant.

(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
         benefits;  or (III) the qualified  trustee is not willing to accept the
         benefits,  payment shall be made to the successor  beneficiary(ies)  as
         designated  on the  reverse  side,  if any  such  beneficiary(ies)  are
         designated and survive the last surviving participant; otherwise to the
         executors or administrators of the last surviving participant.

(D)      Payment to and receipt by said trustee, said successor beneficiary(ies)
         or said  executors  or  administrators,  as provided  for in (B) or (C)
         above,  shall fully  discharge CREF from all liability to the extent of
         such payment.  CREF shall have no obligations as to the  application of
         funds so paid and shall, in all dealings with said trustee or with said
         executors or administrators,  including but not limited to any consent,
         release or waiver of interest, be fully protected against the claims or
         demands of any other person or persons.


<PAGE>




      2. UNIT ANNUITY  PAYMENTS.  Your income will begin as of the Date of First
Payment,  if both you and the Second  Participant are then alive.  Payments will
continue for the rest of your life. If the Second  Participant  dies before you,
your payments  will be reduced to  two-thirds  of the initial  number of Annuity
Units. In addition,  if the Second  Participant  survives you,  payments of this
reduced number of Annuity Units will be made to him or her for life. If both you
and the Second  Participant die before the end of the Minimum Guaranteed Period,
which starts at the Date of Issue, we will continue the reduced  payments to the
beneficiary  until  the  end of  that  period.  In  lieu  of  payments  due  the
beneficiary,  the Present Value of such payments may be paid to the  beneficiary
in one sum,  unless  otherwise  specified on Page 5. The Date of First  Payment,
Frequency of Payment,  Minimum  Guaranteed  Period,  the number of Annuity Units
payable  while  both  Participants  are alive and the  number of  Annuity  Units
payable after the death of one of the Participants are shown on Page 3.
      The dollar amount of each payment will be the current value on the date of
each  payment of the number of Annuity  Units  stated on Page 3. The value of an
Annuity  Unit  will  change  from  time to time to  reflect  CREF's  investment,
mortality and expense  experience and will be determined in accordance  with the
Rules of the Fund, using actuarial methods.
      If the last  surviving  Participant  outlives all  beneficiaries  but dies
within the Minimum Guaranteed  Period, we will pay to such Participant's  estate
the Present Value of any payments  remaining  due. If a  beneficiary  dies while
entitled to receive payments, the Present Value of any payments still due to him
or her will be paid to the  surviving  person or persons named to receive it. If
no one so named is then living,  the Present Value will be paid to the estate of
such beneficiary.
      Payments are subject to the provisions of any method of payment  agreement
or any beneficiary designation in effect under this certificate.

      3. PRESENT VALUE. The Present  (discounted) Value is a one-sum amount paid
in lieu of a series  of  payments.  The  Present  Value of  future  payments  is
computed in accordance with the Rules of the Fund.

      4. RULES OF THE FUND.  The Rules of the Fund govern all matters  affecting
the  interest  of  anyone  in the  Fund  to the  extent  such  matters  are  not
specifically  provided  in this  certificate.  The Board of Trustees of CREF may
amend  the Rules of the Fund from  time to time.  Amendments  to such  Rules are
effective only when approved by the  Superintendent of Insurance of the State of
New York as not being unfair, unjust, inequitable or prejudicial to the interest
of  anyone  in the Fund.  A copy of the  Rules  was  furnished  to you when this
certificate was issued; you will be notified of all amendments to the Rules.

      5. CHANGE OF FREQUENCY OF UNIT ANNUITY  PAYMENTS.  At your  request,  CREF
will change to equivalent  payments made annually,  semi-annually  or quarterly.
However, CREF will have the right to decline a change to less frequent payments.
CREF will also  have the  right to  decline  any  change  that  would  result in
payments of less than $25 each. After your death, the Second Participant will be
able to request a change in frequency of payments.

      6.  TERMINATION  OF UNIT ANNUITY  PAYMENTS.  The final  payment to be made
under this certificate will be the last payment due before the death of the last
to die of you or Second Participant, unless such death occurs within the Minimum
Guaranteed  Period. In that case, the final payment will be the last payment due
within  that  period.  However,  payments  may  end  at  an  earlier  date  if a
beneficiary receives the then present value of the payments due him or her.



<PAGE>



      7.  YOUR  BENEFICIARY.   Beneficiaries  are  persons  you  name,  in  form
satisfactory  to CREF, to receive any payments  remaining due after the death of
both you and the Second  Participant.  You may  designate  different  classes of
beneficiaries, such as primary (first) and contingent (secondary). These classes
set the order of payment. If a class contains more than one person, any payments
remaining  due will be paid to the then  living  persons  in the  class in equal
shares, unless you provide otherwise.  For example, if you die during the Period
of  Annuity  Payments  having  named  your  mother as  primary  beneficiary  and
"children"  as equal  contingent  beneficiaries,  your mother would  receive any
payments  remaining  due if she survived you. But if your mother did not survive
you,  then your children  would  receive equal shares of any payments  remaining
due.
      The  terms  "children"  or "my  children"  may be used to name a class  of
beneficiaries, either primary or contingent. Unless you specify otherwise, these
terms will mean all children born of your marriage or marriages and any children
legally adopted by you. The term "children" also has the same inclusive  meaning
when used to name as beneficiaries the children of your spouse, your child, your
brother or your sister.
      You, or after your death the Second Participant, may change, add or delete
beneficiaries as explained in Section 14, unless otherwise specified on Page 5.

      8.  BENEFITS  BASED ON  INCORRECT  DATA.  If the  amount  of  benefits  is
determined  by data as to a person's age and sex and if that data is  incorrect,
benefits  will  be  recalculated  on the  basis  of  the  correct  data.  If any
overpayments or underpayments  have been made by CREF,  adjustments will be made
in accordance with the Rules of the Fund.

      9. PROOF OF  SURVIVAL.  CREF  reserves  the right to require  satisfactory
proof that you,  the Second  Participant  or any other  person  named to receive
benefits  under the terms of this  certificate is alive on the date each payment
is due. If this proof is not  received  after  requested  in  writing,  or if we
receive notice of the death of either  Participant after excess payment has been
made, CREF has the following  rights:  A) to make reduced  payments of an amount
determined  by us until such excess is  recovered;  or B) to  withhold  payments
until such excess is recovered.

      10.  OWNERSHIP.  You  own  this  certificate.  If the  Second  Participant
survives you, he or she becomes the owner of the certificate at your death.  The
owner may,  to the extent  permitted  by law,  exercise  every right given by it
without the consent of any other person.

      11. NO ASSIGNMENT. Neither you nor any other person may assign, pledge, or
transfer ownership of this certificate or any benefits under its terms. Any such
action will be void and of no effect.

      12. NO LOANS. This certificate does not provide for loans.

      13. THE  CERTIFICATE.  Any endorsement or amendment of this certificate or
waiver of any of its  provisions  will be valid only if in writing and signed by
an Executive Officer or Registrar of CREF.

      The  consideration  has been  delivered  and all  benefits  are payable at
CREF's home office in New York, NY.

      14. PROCEDURE FOR ELECTIONS AND CHANGES.  You, the Second Participant or a
beneficiary,  when having the right to do so, may elect or change, in accordance
with the terms of your  certificate,  


<PAGE>




any of the  following by written  notice  satisfactory  to CREF sent to its home
office in New York, NY:

     A)      the method of payment to the beneficiary as explained in Section 3;
     B)      the beneficiary as explained in Section 5;
     C)      the frequency of payments as explained in Section 4; or

     D)      the  surrender  of this  certificate  for its Present Value (only a
             beneficiary  may have this right).

No such  notice  will take  effect  unless it has been  received  by CREF.  When
received it will take  effect as of the date it was  signed,  whether or not the
signer is living at the time we receive  it.  Any  action  taken by CREF in good
faith before receiving the notice will not subject CREF to liability because our
acts were contrary to what was stated in the notice.

      15. SERVICE OF PROCESS UPON CREF. We will accept service of process in any
action  or suit  against  us on  this  certificate  in any  court  of  competent
jurisdiction  in the United States,  Puerto Rico or Canada provided such process
is properly made. We will also accept such process sent to us by registered mail
if the plaintiff is a resident of the state, district, territory, or province in
which the  action or suit is  brought.  This  Section  does not waive any of our
rights, including the right to remove such action or suit to another court.

      16.  PROTECTION  AGAINST  CLAIMS OF  CREDITORS.  The  benefits  and rights
accruing to you or any other person under this  certificate  are exempt from the
claims of creditors  or legal  process to the fullest  extent  permitted by law.
This  protection  is  contained  in  the  statute  of  the  State  of  New  York
establishing CREF.

      17. PAYMENT TO AN ESTATE,  TRUSTEE, ETC. CREF reserves the right to pay in
one  sum  the  Present  Value  of  any  benefits  due  an  estate,  corporation,
partnership,  trustee  or other  entity not a natural  person.  CREF will not be
responsible  for the acts or neglects of any  executor,  trustee,  guardian,  or
other third party to whom payment is made.

      18. CORRESPONDENCE AND REQUESTS FOR BENEFITS. No notice, application, form
or  request  for  benefits  will be  deemed  to be  received  by us unless it is
received at our home office.  Any questions about this  certificate or inquiries
about our service should be sent to us at our address:

                                      CREF
                                730 Third Avenue
                               New York, NY 10017.






                        COLLEGE RETIREMENT EQUITIES FUND
                     730 THIRD AVENUE, NEW YORK, N.Y. 10017

                             TELEPHONE: 800-842-2733

                              UNIT-ANNUITY CERTAIN

<TABLE>
<CAPTION>
<S>            <C>            <C>                     <C>             <C> 
               CERTIFICATE    DATE OF FIRST PAYMENT   FREQUENCY OF    DATE OF LAST PAYMENT
                 NUMBER          MO.   DAY   YR.         PAYMENT         MO.   DAY   YR.

                IA00000-0          10  01  87            MONTHLY          09   01   97

   PARTICIPANT        [DOE, JOHN]

                         2.023                    $100.58                   10 YEARS
                         -----                    -------                   --------
                 ANNUITY UNITS PAYABLE        AMOUNT OF FIRST               PERIOD OF
                                              ANNUITY PAYMENT           ANNUITY PAYMENTS

</TABLE>

        This  is to  certify  that  you,  as the  owner  (Participant)  of  this
certificate,  are  entitled  to  share in the  benefits  of  COLLEGE  RETIREMENT
EQUITIES FUND ("CREF").

        This  page refers  briefly to some of the features of your  certificate.
The next pages set forth in detail the rights and  obligations  as between  CREF
and you under the  certificate.  PLEASE READ YOUR  CERTIFICATE. IT IS IMPORTANT.

                               GENERAL DESCRIPTION

        This  certificate  will provide an income to you,  while you are living,
for a specified  period of years.  If you die within this period,  payments will
continue to the end of the period to the beneficiary. Unless otherwise specified
on Page 5, the present value of these payments may be paid in one sum.

        You, or your  beneficiary,  will be paid an income of a fixed  number of
annuity units. The amount of dollars payable per unit will change primarily with
the changes in the value of CREF's  investments.  There is no  guarantee  of any
dollar amount;  you, or your beneficiary,  are assured of full  participation in
CREF. All dollar amounts payable are determined by actuarial methods.

                                                           /s/John H. Biggs
                                                               CHAIRMAN AND
                                                         CHIEF EXECUTIVE OFFICER

COUNTERSIGNED---------------------------------------
                             REGISTRAR

             THIS CERTIFICATE CANNOT BE ASSIGNED NOR DOES IT PROVIDE
         FOR LOANS. THIS CERTIFICATE DOES NOT GUARANTEE ANY FIXED DOLLAR
                           AMOUNT OF ANNUITY PAYMENTS.


<PAGE>



                               INDEX OF PROVISIONS

                                                                         Section

Assignment -- Void and of no effect.....................................     12
Beneficiary...............................................................    8
Certificate..............................................................    14
Claims of Creditors -- Protection against................................    16
Consideration............................................................     1
Correspondence with us....................................................   18
Loans -- No provision for.................................................   13
Ownership...............................................................     11
Payment to an Estate, Trustee, etc........................................   17
Present Value.............................................................    3
Procedure for Elections and Changes......................................    10
Proof of Survival........................................................     9
Requests for Benefits.....................................................   18
Rules of the Fund........................................................     4
Service of Process upon CREF.............................................    15
Surrender Right...........................................................    5
Unit Annuity Payments....................................................     2
        - Change of frequency............................................     6
        - Termination of..................................................    7


<PAGE>



                        COLLEGE RETIREMENT EQUITIES FUND
<TABLE>
<CAPTION>

<S>           <C>               <C>              <C>                 <C>           <C>
                                 Date of                             Date of
              Certificate         First           Frequency           Last
                Number           Payment         of Payment          Payment          Date of
                                                                                       Birth
               IA00000-0       10  01  87          MONTHLY                          MO  DA  YR

Participant   [DOE, JOHN]                                                           09   23  22

</TABLE>

                 2.023
             STOCK ACCOUNT       $100.58      10 YEARS

             Annuity Units                    Amount of          Period of
                Payable                     First Annuity         Annuity
                                               Payment           Payments

             DATE OF ISSUE
              MO   DA   YR
           10      01     87


                                                     PROVISIONS

1.    CONSIDERATION.

      THIS  CERTIFICATE  IS  ISSUED  IN  EXCHANGE  FOR  THE SURRENDER TO CREF OF
CERTIFICATE  NUMBER [P000000-0] AND THE APPLYING OF ITS PROCEEDS OF [$10,000.00]
TO THIS  CERTIFICATE.  THESE  ACTS  FULFILL  ALL  OBLIGATIONS OF THE CERTIFICATE
THAT HAS BEEN SURRENDERED.
      THE  CONSIDERATION  FOR THIS CERTIFICATE HAS BEEN DELIVERED AT CREF'S HOME
OFFICE IN NEW YORK, NEW YORK.


<PAGE>




                        This page is intentionally blank.


<PAGE>



                             BENEFICIARY DESIGNATION

                              CLASS I BENEFICIARIES

NAME                                         RELATIONSHIP TO PARTICIPANT

MARY DOE                                                   WIFE

                                   CLASS II BENEFICIARIES

NAME                                         RELATIONSHIP TO PARTICIPANT

JANE DOE                                                 DAUGHTER


<PAGE>





2. UNIT ANNUITY PAYMENTS. Your income will begin as of the Date of First Payment
if you are then  alive.  Payments  will  continue  to you  during  the period of
Annuity Payments as long as you live. If you die before the end of the Period of
Annuity  Payments,  we will continue  payments to the  beneficiary to the end of
that Period. No payments will be made after the Period of Annuity  Payments.  In
lieu of payments due the  beneficiary  the Present  Value of any payments may be
paid to the  beneficiary  in one sum unless  otherwise  specified on Page 5. The
Date of First Payment, Frequency of Payment, Period of Annuity Payments, Date of
Last Payment and the number of Annuity Units payable are shown on Page 3.

     If you  outlive  all  beneficiaries  but die  within  the Period of Annuity
Payments, we will pay to your estate the Present Value of any payments remaining
due. If a beneficiary dies while entitled to receive payments, the Present Value
of any payments still due to him or her will be paid to the surviving  person or
persons  named to received  it. If no one so named is then  living,  the Present
Value will be paid to the estate of such beneficiary.

     The dollar  amount of each payment will be the current value on the date of
each  payment of the number of Annuity  Units  stated on Page 3. The value of an
Annuity  Unit  will  change  from  time to time to  reflect  CREF's  investment,
mortality and expense  experience and will be determined in accordance  with the
Rules of the Fund, using actuarial methods.

     Payments are subject to any method of payment  agreement or the  provisions
of any beneficiary designation in effect under this certificate.

     3. PRESENT VALUE. The Present  (discounted)  Value is a one-sum amount paid
in lieu of a series  of  payments.  The  Present  Value of  future  payments  is
computed in accordance with the Rules of the Fund.

     4. RULES OF THE FUND.  The Rules of the Fund govern all  matters  affecting
the  interest  of  anyone  in the  Fund  to the  extent  such  matters  are  not
specifically  provided  in this  certificate.  The Board of Trustees of CREF may
amend  the Rules of the Fund from  time to time.  Amendments  to such  Rules are
effective only when approved by the  Superintendent of Insurance of the State of
New York as not being unfair, unjust, inequitable or prejudicial to the interest
of  anyone  in the Fund.  A copy of the  Rules  was  furnished  to you when this
certificate was issued; you will be notified of all amendments to the Rules.

     5. SURRENDER RIGHT. Unless otherwise specified on Page 5, you may surrender
this  certificate  for a  one-sum  payment.  This  payment  will be equal to the
Present  Value of all payments  remaining  due. A surrender  may be made without
regard to the interest of any beneficiary.

     6. CHANGE OF  FREQUENCY  OF UNIT ANNUITY  PAYMENTS.  You, or a  beneficiary
receiving  payments,  may request a change to equivalent payments made annually,
semi-annually,  quarterly or monthly. However, CREF has the right to decline any
change that would result in an initial payment of less than $25.

     7. TERMINATION OF UNIT ANNUITY PAYMENTS. The final payment to be made under
this certificate  will be the payment due on the Date of Last Payment,  shown on
Page 3.

     8. YOUR BENEFICIARY.  Beneficiaries are persons named, in form satisfactory
to CREF, to receive any payments remaining due at your death.  Different classes
of  beneficiaries,  such as primary (first) and contingent  (secondary),  may be
designated.  These  classes set the order of payment.  If a class  contains more
than one person,  any payments  remaining  due at your death will be paid to the
then living persons in a class in equal shares,  unless provided otherwise.  For
example,  if you die  during the Period of  Annuity  Payments  with your  spouse
having been named as primary  beneficiary and "my children" as equal  contingent
beneficiaries,  your  spouse  would  receive  any  payments  remaining  due upon
surviving  you.  But if your spouse did not  survive  you,  then your  surviving
children would receive equal shares of any payments remaining due.



<PAGE>




     The  terms  "children"  or "my  children"  may be used  to name a class  of
beneficiaries,  either primary or contingent.  Unless otherwise specified, these
terms will mean all children born of your marriage or marriages and any children
legally adopted by you. The term "children" also has the same inclusive  meaning
when used to name as beneficiaries the children of your spouse, your child, your
brother or your sister.

     The  beneficiary  designation  may be changed as  explained  below,  unless
otherwise specified on Page 5.

     9. PROOF OF SURVIVAL. CREF reserves the right to require satisfactory proof
that anyone named to receive  benefits  under the terms of your  certificate  is
alive on the date any payment is due. If this proof is not  received by us after
requested  in writing,  CREF will have the right to withhold  payments  entirely
until such proof is received.

     10. PROCEDURE FOR ELECTIONS AND CHANGES. You or a beneficiary,  when having
the right to do so, may elect or change,  in  accordance  with the terms of your
certificate, any of the following by written notice satisfactory to CREF sent to
its home office in New York, NY:

               A) the method of payment to the beneficiary;
               B) the beneficiary; or
               C) the frequency of payments; or
               D) the  surrender  of this  certificate  for its  Present  Value
                 (only a  beneficiary  may have this right).

No such  notice  will take  effect  unless it has been  received  by CREF.  When
received it will take  effect as of the date it was  signed,  whether or not the
signer is living at the time we receive  it.  Any  action  taken by CREF in good
faith before receiving the notice will not subject CREF to liability that is due
to our acts being contrary to what was stated in the notice.

     11. OWNERSHIP. You own this certificate.  During your lifetime, you may, to
the extent  permitted  by law,  exercise  every  right  given by it without  the
consent of any other person.

     12. NO ASSIGNMENT.  Neither you nor any other person may assign, pledge, or
transfer ownership of this certificate or any benefits under its terms. Any such
action will be void and of no effect.

     13. NO LOANS. This certificate does not provide for loans.

     14. THE  CERTIFICATE.  Any endorsement or amendment of this  certificate or
waiver of any of its  provisions  will be valid only if in writing and signed by
an Executive Officer or Registrar of CREF.

     The  consideration  has been delivered and all benefits are payable at CREF
home office in New York, NY.

     15.  SERVICE OF PROCESS UPON CREF. We will accept service of process in any
action  or suit  against  us on  this  certificate  in any  court  of  competent
jurisdiction  in the United States,  Puerto Rico or Canada provided such process
is properly made. We will also accept such process sent to us by registered mail
if the plaintiff is a resident of the state, district, territory, or province in
which the  action or suit is  brought.  This  Section  does not waive any of our
rights, including the right to remove such action or suit to another court.



<PAGE>




     16.  PROTECTION  AGAINST  CLAIMS OF  CREDITORS.  The  benefits  and  rights
accruing to you or any other person under this  certificate  are exempt from the
claims of creditors  or legal  process to the fullest  extent  permitted by law.
This  protection  is  contained  in  the  statute  of  the  State  of  New  York
establishing CREF.

     17. PAYMENT TO AN ESTATE,  TRUSTEE,  ETC. CREF reserves the right to pay in
one  sum  the  Present  Value  of  any  benefits  due  an  estate,  corporation,
partnership,  trustee  or other  entity not a natural  person.  CREF will not be
responsible  for the acts or neglects of any  executor,  trustee,  guardian,  or
other third party to whom payment is made.

     18. CORRESPONDENCE AND REQUESTS FOR BENEFITS. No notice, application,  form
or  request  for  benefits  will be  deemed  to be  received  by us unless it is
received at our home office.  Any questions about this  certificate or inquiries
about our service should be sent to us at our address:

                                      CREF
                                730 Third Avenue
                               New York, NY 10017.



C1027
CREF MDO-Cash                                            
                        College Retirement Equities Fund
                     730 Third Avenue, New York, N.Y. 10017
                             Telephone: 800-842-2733

                    Minimum Distribution Annuity Certificate

<TABLE>
<CAPTION>
<S>          <C>          <C>                        <C>                         <C>                   <C>
                                                      Date of First
                          Certificate                Annual Payment              Calculation           Date of Birth
                            Number                     Mo. Day Yr.                 Method               Mo. Day Yr.
                           DA00000-0                  12  01  1991

             Payee        DOE, JOHN J                                                 R                04  01  1920

       Calculation         DOE, MARY                                                  R                04  01  1923
       Beneficiary
</TABLE>

      This  Certificate  states  that  you,  as  the  owner  ("Payee")  of  this
certificate,  are  entitled  to  share in the  benefits  of  COLLEGE  RETIREMENT
EQUITIES FUND ("CREF" or "Fund").

      This page  refers  briefly  to some of the  features of your  certificate.
The next pages set forth in  detail the  rights  and  obligations  of  both CREF
and you under the  certificate.  PLEASE  READ YOUR CERTIFICATE. IT IS IMPORTANT.

                               GENERAL DESCRIPTION

      This  certificate will provide Annual Payments to you. The Annual Payments
will vary each year in accordance with the procedure described in Part C. Annual
Payments will continue until the year in which the Life  Expectancy,  as defined
in Part C, is less than or equal to one year,  when your remaining  Accumulation
will be paid to you in one sum.
      Your  life  expectancy  and  the  life  expectancy  of  your   Calculation
Beneficiary,  if any, as shown  above,  will be used in the  calculation  of the
Initial and Annual Payments. If your Calculation  Beneficiary dies while you are
receiving  Annual  Payments,  you must notify us so that the  calculation may be
changed as necessary to comply with Federal tax law.
      If you die before  the entire  Accumulation  is paid out,  your  remaining
Accumulation  will  provide  a  benefit  for your  Beneficiary  under one of the
methods described in your certificate.
      Any Considerations for this certificate must be transferred  directly from
another CREF certificate.  Each consideration paid to CREF purchases a number of
Accumulation  Units  representing  your share in CREF. Before you attain age 90,
you may,  to the extent  permitted  by  Federal  tax law,  convert  these into a
lifetime income of Annuity Units.
      Once each year we will  report  to you on the then  current  value of your
      remaining  Accumulation  Units.  You may choose to withdraw all or part of
      the  current  value of your  remaining  Accumulation  Units.  You, or your
      Beneficiary  at your death,  may have CREF pay the value of some or all of
      your remaining
Accumulation  Units to Teachers  Insurance  and Annuity  Association  of America
("TIAA")  for the  purchase  of a fixed  dollar  pay-out  annuity  contract,  as
explained in your certificate.



INDEX ON NEXT PAGE                                                      Ed. 1-93


                                                             /s/John H. Biggs
                                                                -------------
                                                               Chairman and
                                                         Chief Executive Officer


       THIS CERTIFICATE CANNOT BE ASSIGNED NOR DOES IT PROVIDE FOR LOANS.
    THIS CERTIFICATE DOES NOT GUARANTEE ANY FIXED DOLLAR AMOUNT OF BENEFITS.


<PAGE>






                                                       Section
Accounts
    Definition ..............................................1
Accumulation
    Definition ..............................................3
Accumulation Units
    Definition ..............................................2
    Number of ...............................................4
Annual Payments ............................................24
    Allocation Among Accounts ..............................31
    Amount of ..............................................25
    Calculation Beneficiary ................................10
    Calculation Method .....................................28
    Change of Calculation Beneficiary ......................29
    Definition ..............................................5
    Excluded Amount ........................................26
    Initial Payment ........................................30
    Life Expectancy ........................................27
Annuity Benefit ............................................35
    Annuity Unit ............................................6
    Benefits Based on Incorrect Data .......................37
    Number of Annuity Units ................................36
    Single Life Unit-Annuity ...............................17
    Survivor Unit-Annuity ..................................19
    Unit-Annuity ............................................7
Assignment
    Void and of No Effect ..................................44
Business Day ................................................9
Certificate
    Changes of .............................................22
Claims of Creditors
    Protection Against .....................................46
Commuted Value
    Definition .............................................11
Compliance with Laws and Regulations .......................53
Considerations .............................................23



                                                       Section

Correspondence .............................................54
Death Benefit
    Beneficiary .............................................8
    Change of Beneficiary ..................................34
    Definition .............................................12
    Methods of Payment .....................................33
    Payment of .............................................32
Elections and Changes
    Procedure ..............................................47
ERISA
    Definition .............................................13
IRC
    Definition .............................................14
Loans
    No Provision for .......................................45
Lump-sum Benefit ...........................................39
    Definition..............................................15
Ownership of certificate ...................................43
Payment to an Estate, Guardian, Trustee, etc. ..............48
Proof of Survival...........................................50
Report of Accumulation .....................................42
Right to Amend .............................................51
Right to Split Your Certificate ............................52
Rules of the Fund
    Definition .............................................16
Service of Process upon CREF................................49
Spouse's Rights ............................................40
    Definition .............................................18
    Waiver of ..............................................41
Transfer....................................................38
    Definition .............................................20
Valuation Day
    Definition .............................................21





<PAGE>




                        COLLEGE RETIREMENT EQUITIES FUND

                             BENEFICIARY DESIGNATION



                              PRIMARY BENEFICIARIES

                NAME           DATE OF BIRTH    RELATIONSHIP TO PARTICIPANT
[*            Mary Doe          04 01 1923               wife   ]



                                       CONTINGENT BENEFICIARIES

                NAME           DATE OF BIRTH      RELATIONSHIP TO PARTICIPANT
[             Jane Doe          06 23 1946                daughter ]




























[ * Calculation Beneficiary ]


<PAGE>






                       PART A: TERMS USED IN THIS CONTRACT


1.  Accounts.  CREF  maintains  the  following  four  investment  Accounts, each
with its own distinct  investment portfolio:

     The CREF Stock Account maintains a broadly diversified portfolio consisting
     primarily of common stocks.

     The CREF Money Market Account maintains a portfolio consisting primarily of
     short-term debt securities.

     The CREF Bond Market Account maintains a portfolio  consisting primarily of
     investment grade bonds.

     The CREF Social Choice Account maintains a portfolio  consisting  primarily
     of common stocks, investment grade bonds, and short-term debt securities.

In  the  future,  CREF  may  establish  other  Accounts  with  other  investment
portfolios.
     CREF may  delete  the CREF Bond  Market  Account,  the CREF  Social  Choice
Account,  and any future  Account.  As of the date of such  deletion,  CREF will
transfer your  Accumulation  Units,  if any, in such Account,  to the CREF Money
Market Account unless you notify CREF otherwise.

2. Accumulation Units. Each CREF Account maintains a separate  Accumulation Unit
value.  The value of each  Accumulation  Unit will  change  from time to time to
reflect the CREF  Account's  investment  experience,  and will be  determined in
accordance with the Rules of the Fund.

3. Your Accumulation is the sum of the value of all of your  Accumulation  Units
in all of the  Accounts  under this  Certificate.  It will  provide the benefits
described in this certificate.

4. Number of Accumulation  Units. The number of your Accumulation Units at issue
and the Accounts under your  Certificate in which they  participate are shown on
Page 3.  The  number  of your  Accumulation  Units  in any  Account  under  your
Certificate will be increased by:
     A) any Considerations paid to that Account under your Certificate;
     B) any Transfers to that Account under your  Certificate from  another CREF
        Account; and reduced by:
     C) any Initial and Annual Payments paid from that Account;
     D) any  application  of  Accumulation  Units from that Account to provide a
     Unit-Annuity;  E) any Lump-sum Benefits paid from that Account;  and F) any
     Transfers  from that  Account to TIAA,  another  CREF  account,  or another
     funding vehicle.

5. The Annual  Payment is the amount payable to you each December 1 as described
in Part C.

6. An Annuity  Unit is the unit of payment for all  Unit-Annuity  benefits.  The
CREF Stock and CREF Money Market Accounts  maintain  separate Annuity Units. All
CREF Unit-Annuity Income Options and Methods of Payment of the Death Benefit are
available  from the CREF Stock  Account and the CREF Money Market  Account.  The
current  value of an  Annuity  Unit will  change  from  time to time to  reflect
changes in CREF's  investment,  mortality,  and expense  experience.  The dollar
value of any  Unit-Annuity  payment will be the product of the number of Annuity
Units to be paid and the then current value of an Annuity Unit.

7. A  Unit-Annuity  is a series of payments of the then current value of a fixed
number of Annuity  Units.  The number of Annuity Units to be paid and their then
current value will be determined in accordance  with the Rules of the Fund using
actuarial  methods.  A  Unit-Annuity  Benefit  may  be  elected  subject  to the
restrictions described in Part E.


<PAGE>


8. The Beneficiary is the person you name to receive any payments  remaining due
at your death. The primary and contingent beneficiaries are named on Page 5.

9. A  Business  Day is any day  that  the New York  Stock  Exchange  is open for
trading.  A Business  Day ends at 4:00 p.m. New York time,  or, if earlier,  the
time trading on the New York Stock Exchange closes for that day.

10. Calculation  Beneficiary.  The life expectancy of a Calculation  Beneficiary
may be used in the  calculation  of the Annual  Payment.  If you have selected a
Calculation Beneficiary, that person is named on Page 3.

11. Commuted Value. The commuted  (discounted) value is a one-sum amount paid in
lieu of a series of  payments.  The  Commuted  Value of a series of  payments of
Annuity Units is computed in accordance  with the Rules of the Fund, in which it
is referred to as the Present Value.

12. The Death Benefit is the current value of your  Accumulation  Units. It will
be used to pay your  Beneficiary an income under one of the methods set forth in
Part D.

13. ERISA is the Employee Retirement Income Security Act of 1974, as amended.

14. The IRC is the Internal Revenue Code of 1986, as amended.

15. Lump-sum Benefit.  You may choose to receive a Lump-sum Benefit from some or
all of a specified Account's  Accumulation Units. The provisions concerning this
benefit are detailed in Part G.

16. The Rules of the Fund govern all matters affecting the interest of anyone in
the Fund to the  extent  such  matters  are not  specifically  provided  in this
certificate.  The Board of Trustees of CREF may amend the Rules of the Fund from
time to time.  Amendments to such Rules are effective  only when approved by the
Superintendent of Insurance of New York as not being unfair, unjust, inequitable
or prejudicial to the interest of anyone in the Fund. A copy of the Rules of the
Fund was furnished to you when this certificate was issued; you will be notified
of all amendments to such Rules.

17. A Single Life Unit-Annuity  provides a payment to you each month for as long
as you live.  Subject to  applicable  restrictions,  you may choose a guaranteed
period of 10, 15 or 20 years, or no guaranteed period. If you die before the end
of a chosen guaranteed  period, the monthly payments will continue to the end of
that period. Once payments have begun under this option no change may be made. A
Single Life Unit-Annuity may be available to you as described in Part E.

18. Spouse's Rights.  If your  Accumulation is subject to ERISA, your spouse may
have  rights to a Survivor  Retirement  Benefit,  as  explained  in Part H. Your
spouse's right to these benefits may limit your choice of Unit-Annuity  Benefit,
Beneficiary, Lump-sum Benefit, or Transfer.

19. A Survivor  Unit-Annuity provides a payment to you each month for as long as
you live, and will be continued to your  Calculation  Beneficiary for his or her
life  if he or she  survives  you.  Payments  after  the  death  of you or  your
Calculation Beneficiary may be reduced in accordance with the annuity option you
choose. Subject to applicable  restrictions,  you may choose a guaranteed period
of 10, 15 or 20 years,  or no  guaranteed  period.  If you and your  Calculation
Beneficiary  die  before  the end of a chosen  guaranteed  period,  the  monthly
payments will continue to the end of that period. Once payments have begun under
this option no change may be made. A Survivor  Unit-Annuity  may be available to
you as described in Part E.



<PAGE>

20. A Transfer is the use of the value of some or all of your Accumulation Units
to  purchase  fixed-dollar  benefits  under  a TIAA  pay-out  annuity  contract,
Accumulation Units in another CREF Account,  or benefits through another Funding
Vehicle not offered by TIAA or CREF.  The  conditions  applying to Transfers are
set forth in Part F.

21. A  Valuation  Day is a day on which the  dollar  values of the  Accumulation
Units in the CREF  Accounts  are  established.  The  procedure  for  determining
Valuation Days is contained in the Rules of the Fund.


                     PART B: CERTIFICATE AND CONSIDERATIONS


22.  The  Certificate.  We have  issued  this  certificate  in  return  for your
completed application and the consideration as stated on Page 3. Any endorsement
or amendment of this  certificate,  or waiver of any of its  provisions  will be
valid only if in writing  and signed by an  Executive  Officer or  Registrar  of
CREF. All  considerations  and benefits are payable at CREF's home office in New
York, NY.

23.  Considerations  are  all  amounts  paid to  purchase  benefits  under  this
contract.  Any Considerations for this certificate must be transferred  directly
from a CREF  Supplemental  Retirement  Unit-Annuity  Certificate  or CREF  Group
Supplemental   Retirement   Unit-Annuity    Certificate.    CREF   will   accept
Considerations any time while this certificate is in force.

                           PART C: YOUR ANNUAL PAYMENT


24. Annual Payments will be made to you each December,  beginning as of the Date
of First Annual Payment if you are then alive.  Annual payments will continue to
you  until the year in which  the Life  Expectancy  is less than or equal to one
year,  when your Annual  Payment will include your  remaining  Accumulation.  No
further  payments  will be made to you after the  Annual  Payment in the year in
which the Life Expectancy is less than or equal to one.

25.  Amount of  Annual  Payments.  The  amount  of the  payment  to be made each
December  will be the  Accumulation  as of the  previous  December  31, less the
Excluded Amount,  all divided by the Life Expectancy as of the current year. The
Annual  Payment may be adjusted if additional  Considerations  have been paid or
amounts have been  withdrawn  during the current  calendar year. In no case will
the Annual Payment exceed your total  Accumulation as of the date the payment is
made. If the calculated  value is less than $25, the Annual Payment will be $25,
or if less, your total Accumulation.

26. The  Excluded  Amount is that portion of the  Accumulation  that will not be
included in the calculation of the Annual Payment.  The initial  Excluded Amount
is  shown  on Page 3. The  Excluded  Amount  will be  adjusted  if any  Lump-sum
Benefits or  Transfers  are paid,  and if any  Considerations  after the Initial
Consideration are received.  The Excluded Amount may be reduced at your request,
or if  required  by  Federal  tax law,  and will be  reduced  to zero  upon your
attainment of age 75.

27. The Life Expectancy as of any year will be calculated in accordance with IRC
Section 401(a)(9) and the regulations issued thereunder.
     If  your  Calculation  Beneficiary  dies  while  you are  receiving  Annual
Payments, you must notify us so that the calculation may be changed as necessary
to comply with Federal tax law.



<PAGE>



28.  The  Calculation  Method  shown  on  Page 3 will  determine  how  the  Life
Expectancy  is  calculated.  Use of the  Recalculation  Method for an individual
indicates that the Life  Expectancy,  with respect to that  individual,  will be
recalculated  each  year.  Use of the  Straight-line  Method  for an  individual
indicates that the Life  Expectancy,  with respect to that  individual,  will be
calculated at the Date of Issue,  and reduced by one for each calendar year that
has elapsed since that date.

29.  Change of  Calculation  Beneficiary.  If you have  selected  a  Calculation
Beneficiary,  that  person  is  named  on Page  3.  Your  right  to  change  the
Calculation  Beneficiary  may be  limited by  Federal  tax law.  If you change a
primary  Beneficiary  after  the Date of  Issue,  or if you have  more  than one
primary Beneficiary, the Calculation Beneficiary, if any, may have to be changed
to comply with Federal tax law.

30. An Initial  Payment may be made to you as of the Date of Issue if  necessary
to meet the  requirements  of IRC Section  401(a)(9).  The amount of any Initial
Payment is shown on Page 3. If an  Initial  Payment  is made,  the first  Annual
Payment will be reduced by the amount of the Initial Payment divided by the Life
Expectancy as of the year of the first Annual Payment.

31.  Allocation Among Accounts.  Your Accumulation will be reduced by the amount
of each Annual Payment.  You may tell us how to allocate the reduction among the
Accounts under your Certificate.  You may reduce your  Accumulation  Units in an
Account by any whole number  percentage  of the Annual  Payment.  You may change
your allocation from time to time, as explained in Section 47. If we do not have
a valid allocation,  or if the value of your  Accumulation  Units in any Account
under your  Certificate is not sufficient to cover the allocated  portion of the
Annual Payment,  your Accumulation  Units in the Accounts under your Certificate
will be reduced in proportion to their share of your total Accumulation.


                              PART D: DEATH BENEFIT


32. Payment of the Death Benefit.  If you die before the entire  Accumulation is
paid out, CREF will pay the Death Benefit to your  Beneficiary  under one of the
Methods of Payment  set forth in  Section  33. You may choose the Method  during
your  lifetime  as  explained  in  Section  47.  If you do not so  choose,  your
Beneficiary  will make the choice when he or she becomes  entitled to  payments.
You may change the Method at any time before payments  begin.  After your death,
your Beneficiary may change the Method chosen by you, if you so provide.

33. Methods of Payment. The Death Benefit will be paid to your Beneficiary as 
follows:
     A) your Accumulation may be paid in one sum;
     B) your Accumulation may be applied to a Unit-Annuity, as described in Part
     E; or
     C) if  a  surviving  Beneficiary  is  the Calculation  Beneficiary,  Annual
     Payments  may  be  continued  under  a  new  Minimum  Distribution  Annuity
     Certificate.

34. The Beneficiary is the person you name to receive any payments remaining due
at your death.  Different classes of beneficiaries,  such as primary (first) and
contingent  (secondary),  may be  designated.  These  classes  set the  order of
payment. If a class contains more than one person, any payments remaining due at
your death will be paid to the then living  persons in a class in equal  shares,
unless  provided   otherwise.   For  example,  if  you  die  before  the  entire
Accumulation  is paid  out  with  your  spouse  having  been  named  as  primary
beneficiary  and "my children" as equal  contingent  beneficiaries,  your spouse
would receive any payments  remaining due upon surviving you. But if your spouse
did not survive you, then your surviving  children would receive equal shares of
any payments remaining due.
     The  terms  "children"  or "my  children"  may be used  to name a class  of
beneficiaries,  either primary or contingent.  Unless otherwise specified, these
terms will mean all children born of your marriage or marriages and any children
legally adopted by you. The term "children" also has the same inclusive  meaning
when used to name as beneficiaries the children of your spouse,  your brother or
your sister.



<PAGE>




     If you name your estate as beneficiary, or if none of the beneficiaries you
have named is alive at the time of your death, the Death Benefit will be paid to
your estate in one sum.
     If you die never having named a beneficiary, your estate and your surviving
spouse become the beneficiaries as follows:
     A) if you leave no surviving spouse, the Death Benefit will be paid to your
     estate in one sum;  B) if you leave a  surviving  spouse,  your spouse will
     receive  one-half  of your  Accumulation  in one sum,  and your estate will
     receive one-half of your Accumulation in one sum.

     You may change  your  Beneficiary  or add or delete  Beneficiaries,  unless
otherwise specified on Page 5, by written notice to CREF as explained in Section
47. Any change in Beneficiary  is subject to the rights of your spouse,  if any,
as described in Part H. Any change in a primary Beneficiary may require a change
in the Calculation Beneficiary, if any, to comply with Federal tax law.


                          PART E: UNIT-ANNUITY BENEFIT


35.  Choosing  an  Annuity.  You or your  surviving  Beneficiary  may apply your
Accumulation to purchase a Unit-Annuity  for a Fixed Period of no less than five
years,  nor more than the lesser of 30 years or the Life  Expectancy.  If you or
your surviving  Calculation  Beneficiary are under the Recalculation  Method and
have not yet  attained  age 90,  you may  alternatively  choose  a  Single  Life
Unit-Annuity  with or without a  Guaranteed  Period.  If you and your  surviving
Calculation Beneficiary are both under the Recalculation Method and have not yet
attained age 90, you may  alternatively  choose any Survivor  Unit-Annuity  then
being offered by CREF, with or without a Guaranteed Period.
     No  guaranteed or fixed period can extend  beyond the Life  Expectancy,  as
calculated in the calendar year in which you begin Annuity Payments.  The choice
of any annuity is subject to Federal tax law limitations.
     If your Accumulation is subject to ERISA, then your choice of an annuity is
subject to the right of your spouse, if any, to benefits as explained in Part H.

36. The Number of Annuity Units in each Account  under your pay-out  certificate
will be  determined  in  accordance  with  the  Rules of the Fund as of the date
annuity payments start by:
     A) the  value  of your  Accumulation  Units  in  that  Account  under  your
     Certificate at that time; B) the form of annuity chosen; C) if you choose a
     lifetime Unit-Annuity, your age, and the age of your Second Participant, if
     any; and D) the value of that Account's Annuity Unit at that time.

If your initial  Unit-Annuity  payment would be less than $25 a month, CREF will
have the right to change to quarterly, semi-annual or annual payments, whichever
will  result  in  payments  of $25 or more  and the  shortest  interval  between
payments.

37.  Benefits  Based on  Incorrect  Data.  If the amount of Annuity  Benefits is
determined  by data as to a person's age or any other factor that is  incorrect,
benefits  will  be  recalculated  on the  basis  of  the  correct  data.  If any
overpayments or underpayments  have been made by CREF,  adjustments will be made
in accordance with the Rules of the Fund.

                                PART F: TRANSFERS


38. You may Transfer some or all of your Accumulation  Units from a CREF Account
under your  Certificate (a) to purchase  Accumulation  Units in one of the other
CREF  Accounts  under your  Certificate,  (b) to  purchase a fixed  dollar  TIAA
pay-out  annuity  contract,  or (c) to a Funding  Vehicle not offered by CREF or
TIAA.


<PAGE>




     If your  Contract  qualifies  under IRC  Section  403(b),  then a  tax-free
Transfer  may be made only to a Funding  Vehicle  established  under IRC Section
403(b).
     If your  Accumulation  is subject to ERISA,  your right to Transfer to some
Funding  Vehicles  may be  subject  to the  rights of your  spouse,  if any,  as
described in Part H.

     If you  choose  to  Transfer,  we will pay your  Accumulation,  or any part
     thereof not less than $1,000.  All values will be  determined as of the end
     of the Business Day in which CREF has received, in a form
acceptable to CREF:
     A) your request for a Transfer; and
     B) when  required  by law,  if your  Accumulation  is  subject to the ERISA
     requirements described in Part H, a Waiver of Spouse's Rights or proof that
     you are not married.
You may choose to defer the effective date of the Transfer until the last day of
any month following the date on which we receive the above requirements, and all
values will be determined as of the end of such effective  date. The request for
a Transfer cannot be revoked after the effective date of such Transfer.
     If you  Transfer to a TIAA pay-out  annuity,  you will have the same rights
under the TIAA contract as any person then being issued a similar contract.
     If all of your Accumulation Units under your Certificate are withdrawn as a
Transfer, all obligations of CREF to you under the contract are fulfilled.
     CREF may limit Transfers to not more than twice in any calendar year.


                            PART G: LUMP-SUM BENEFIT


39. Lump-sum Benefit.  You may choose to receive a Lump-sum Benefit from some or
all of a specified Account's  Accumulation Units. Any choice of Lump-sum Benefit
must be made by written notice to CREF as explained in Section 47.
     If your  Accumulation is subject to ERISA, your right to receive a Lump-sum
Benefit is subject to the rights of your spouse, if any, as described in Part H.
All values will be  determined  as of the end of the  Business Day in which CREF
has received, in a form acceptable to CREF:
     A) your request for a Lump-sum Benefit; and
     B) if your Accumulation is subject to the ERISA  requirements  described in
     Part H, a Waiver of Spouse's Rights or proof that you are not married.
You may choose to defer the  effective  date of the Lump-sum  Benefit  until the
last  day of any  month  following  the  date on  which  we  receive  the  above
requirements,  and all values will be determined as of the end of such effective
date.  The request for a Lump-sum  Benefit cannot be revoked after the effective
date of such Lump-sum Benefit.
     If all of your Accumulation Units under your Certificate are withdrawn as a
Lump-sum  Benefit,  all  obligations of CREF to you under this  Certificate  are
fulfilled.


                       PART H: SPOUSE'S RIGHTS TO BENEFITS


40.  Spouse's Right to Benefits.  If A) you are married on the date you elect an
Annuity or Lump-sum Benefit, or on the date you request a change in Beneficiary,
and
     B) all or part of your  Accumulation is attributable to contributions  made
     under a retirement plan or tax deferred  annuity plan subject to ERISA, and
     C) a plan contribution has been paid on your behalf after August 22, 1984,
then, only to the extent  required by the IRC or ERISA,  your rights to choose a
Unit-Annuity  Benefit,  change a Beneficiary for the Death Benefit, or receive a
Lump-sum  Benefit  are  restricted  by the right of your  spouse  to a  Survivor
Retirement  Benefit.  Transfers to some Funding  Vehicles may also be restricted
under this section.



<PAGE>

     Your spouse may  consent to a waiver of his or her rights to this  benefit,
as explained in Section 41.

41.  Waiver of Spouse's  Rights.  Your spouse must consent to a waiver of his or
her right to survivor benefits before you can choose:
     A) a  Unit-Annuity  Benefit  other than a Survivor  Unit-Annuity  with your
     spouse as Second Participant; 
     B) Beneficiaries who are not your spouse for  more than half of the Death
     Benefit;  
     C) a Lump-sum  Benefit;  or
     D) to the extent required by law, a Transfer.
     In order to  waive  the  right to a  Survivor  Retirement  Benefit  we must
receive,  in form  satisfactory  to CREF,  your  spouse's  written  consent,  or
verification that your spouse cannot be located. A waiver of rights with respect
to a  Unit-Annuity  or Lump-sum  Benefit may be made by you and  consented to by
your spouse no earlier than 90 days before the date you elect the Benefit.
     Verification of your marital status may be required, in a form satisfactory
to CREF,  for  purposes of  establishing  your  spouse's  right to benefits or a
waiver  of these  rights.  You may  revoke a waiver of your  spouse's  rights to
benefits at any time during your lifetime.  Your spouse may not revoke a consent
after the consent has been given.


                           PART I: GENERAL PROVISIONS


42.  Report of  Accumulation.  Once each year we will mail you a report  for the
year just ended.  It will show the value of your  Accumulation  as of the end of
the year.

43. Ownership of certificate.  You own this  certificate.  During your lifetime,
you may, to the extent permitted by law, exercise every right given by it.

44. No  Assignment.  Neither  you nor any other  person may assign,  pledge,  or
transfer ownership of this certificate or any benefits under its terms. Any such
action will be void and of no effect.

45. No Loans. This certificate does not provide for loans.

46. Protection Against Claims of Creditors.  The benefits and rights accruing to
you or any other  person  under this  certificate  are exempt from the claims of
creditors  or  legal  process  to the  fullest  extent  permitted  by law.  This
protection  is  contained  in the statute of the State of New York  establishing
CREF.

47.  Procedure for Elections and Changes.  An election or change may be made, in
accordance  with the terms of your contract,  by written notice  satisfactory to
CREF.  No such notice will take effect unless it is received by CREF at its home
office in New York,  NY. When notice of a change in  Beneficiary or person named
to receive  payments  remaining  due is received,  it will take effect as of the
date it was  signed,  whether or not the signer is living at the time we receive
it. When any other notice is received,  it will take effect as of the date it is
received.
     Any action taken by CREF in good faith before receiving the notice will not
subject CREF to liability  even though our acts were contrary to what was stated
in the notice.

48. Payment to an Estate,  Guardian,  Trustee,  etc. CREF may pay in one sum the
Commuted Value of any benefits due an estate, corporation,  partnership, trustee
or other entity not a natural person.  CREF will not be responsible for the acts
or neglects of any  executor,  trustee,  guardian,  or other third party to whom
payment is made.



<PAGE>




49.  Service of  Process  upon CREF.  We will  accept  service of process in any
action  or suit  against  us on  this  certificate  in any  court  of  competent
jurisdiction in the United States, Puerto Rico, or Canada, provided such process
is properly made. We will also accept such process sent to us by registered mail
if the plaintiff is a resident of the state, district, territory, or province in
which the  action or suit is  brought.  This  Section  does not waive any of our
rights, including the right to remove such action or suit to another court.

50. Proof of Survival.  CREF may require satisfactory proof that anyone named to
receive benefits,  or anyone whose life expectancy is used in the calculation of
benefits under the terms of your certificate is alive on the date any payment is
due. If this proof is not received  after  requested in writing,  CREF will have
the right to make reduced payments or to withhold  payments  entirely until such
proof is  received.  If under a Survivor  Unit-Annuity  Option CREF has overpaid
benefits because of a death of which we were not notified,  subsequent  payments
will be  reduced  or  withheld  until  the  amount of the  overpayment  has been
recovered.

51. Right to Amend. CREF reserves the right to:
     A) apply the provisions of this certificate in a manner which CREF believes
     is  consistent  with  Federal  tax law;  and B) amend this  certificate  if
     necessary to comply with Federal tax law.
When  required  by  law,  CREF  will  obtain  the  approval  of any  appropriate
regulatory authority.

52. CREF's Right to Split Your Certificate. If your right to a Lump-sum Benefit,
a Unit-Annuity for a Fixed Period, or a Transfer does not apply uniformly to all
your  Accumulation  Units, CREF may split your certificate into two or more CREF
certificates. A Lump-sum Benefit, a Unit-Annuity for a Fixed Period, and certain
Transfers may not be available to you until CREF has split your certificate.

53. Compliance with Laws and Regulations.  CREF will administer this certificate
to comply with all laws and  regulations  pertaining to the terms and conditions
of this  certificate.  If, as of the Date of Issue,  this certificate  conflicts
with any applicable  State law or regulation,  such State law or regulation will
prevail.
     The choice of Unit-Annuity Benefit,  Lump-sum Benefit, Method of Payment of
the  Death  Benefit,  Beneficiary,  or  Second  Participant  as set forth in the
certificate   is   subject   to  the   applicable   restrictions,   distribution
requirements,  and incidental benefit  requirements of ERISA and the IRC and any
rulings and regulations issued under ERISA and the IRC.

54.  Correspondence.  No  notice,  application,  or form  will be  deemed  to be
received by us unless it is  received  at our home  office in New York,  NY. All
benefits  are payable at our home office in New York,  NY. Any  questions  about
this  certificate or inquiries about our service should be directed to us at our
address:
                                      CREF
                                730 Third Avenue
                               New York, NY 10017

<PAGE>


                    MINIMUM DISTRIBUTION ANNUITY CERTIFICATE

<TABLE>
<CAPTION>
<S>    <C>                <C>                      <C>                           <C>                   <C>
                                                      Date of First
                          Certificate                Annual Payment              Calculation           Date of Birth
                            Number                  Mo.    Day    Yr.              Method               Mo. Day Yr.
                           DA00000-0                12    01    1991

             Payee        DOE, JOHN J                                                 R                04  01  1920

       Calculation         DOE, MARY                                                  R                04  01  1923
       Beneficiary

</TABLE>

      This  Certificate  states  that  you,  as  the  owner  ("Payee")  of  this
certificate,  are  entitled  to  share in the  benefits  of  COLLEGE  RETIREMENT
EQUITIES FUND ("CREF" or "Fund").
      This page  refers  briefly  to some of the features  of your  certificate.
The  next  pages set forth in detail the rights and obligations of both CREF and
you under the certificate.  PLEASE READ YOUR CERTIFICATE. IT IS IMPORTANT.

                               GENERAL DESCRIPTION

      This  certificate will provide Annual Payments to you. The Annual Payments
will vary each year in accordance with the procedure described in Part C. Annual
Payments will continue until the year in which the Life  Expectancy,  as defined
in Part C, is less than or equal to one year,  when your remaining  Accumulation
will be paid to you in one sum.

      Your  life  expectancy  and  the  life  expectancy  of  your   Calculation
Beneficiary,  if any, as shown  above,  will be used in the  calculation  of the
Initial and Annual Payments. If your Calculation  Beneficiary dies while you are
receiving  Annual  Payments,  you must notify us so that the  calculation may be
changed as necessary to comply with Federal tax law.

      If you die before  the entire  Accumulation  is paid out,  your  remaining
Accumulation  will  provide  a  benefit  for your  Beneficiary  under one of the
methods described in your certificate.

      Any Considerations for this certificate must be transferred  directly from
another CREF certificate.  Each consideration paid to CREF purchases a number of
Accumulation  Units  representing  your share in CREF. Before you attain age 90,
you may,  to the extent  permitted  by  Federal  tax law,  convert  these into a
lifetime income of Annuity Units.

      Once each year we will  report  to you on the then  current  value of your
remaining Accumulation Units.

       You may also be  permitted  to choose a Lump-sum  Benefit  payment  after
Termination of Employment, in accordance with the Rules of the Fund.

      You, or your  Beneficiary  at your  death,  may have CREF pay the value of
some or all of your  remaining  Accumulation  Units to  Teachers  Insurance  and
Annuity  Association  of America  ("TIAA")  for the  purchase of a fixed  dollar
pay-out annuity contract, as explained in your certificate.

      You may  also  have  CREF pay the  value of some or all of your  remaining
Accumulation  Units to other  Funding  Vehicles  offered  under your  Employer's
Retirement Plan.




                                                              Chairman and
                                                         Chief Executive Officer


       THIS CERTIFICATE CANNOT BE ASSIGNED NOR DOES IT PROVIDE FOR LOANS.
    THIS CERTIFICATE DOES NOT GUARANTEE ANY FIXED DOLLAR AMOUNT OF BENEFITS.


<PAGE>



                                                       Section
Accounts
    Definition ..............................................1
Accumulation
    Definition ..............................................3
Accumulation Units
    Definition ..............................................2
    Number of ...............................................4
Annual Payments ............................................28
    Allocation Among Accounts ..............................35
    Amount of ..............................................29
    Calculation Beneficiary ................................10
    Calculation Method .....................................32
    Change of Calculation
         Beneficiary .......................................33
    Definition ..............................................5
    Excluded Amount ........................................30
    Initial Payment ........................................34
    Life Expectancy ........................................31
Annuity Benefit ............................................39
    Annuity Unit ............................................6
    Benefits Based on Incorrect Data .......................41
    Number of Annuity Units ................................40
    Single Life Unit-Annuity ...............................20
    Survivor Unit- Annuity .................................22
    Unit-Annuity ............................................7
Assignment
    Void and of No Effect ..................................48
Business Day ................................................9
Certificate
    Changes of .............................................26
Claims of Creditors
    Protection Against .....................................50
Commuted Value
    Definition .............................................11
Compliance with Laws and Regulations .......................57
Considerations .............................................27
Correspondence .............................................58


                                                       Section

Death Benefit
    Beneficiary .............................................8
    Change of Beneficiary ..................................38
    Definition .............................................12
    Methods of Payment .....................................37
    Payment of .............................................36
Elections and Changes
    Procedure ..............................................51
Employer
    Definition .............................................13
ERISA
    Definition .............................................14
Funding Vehicle
    Definition .............................................15
IRC
    Definition .............................................16
Loans
    No Provision for .......................................49
Lump-sum Benefit ...........................................43
    Definition .............................................17
Ownership of certificate ...................................47
Payment to an Estate, Guardian, Trustee, etc. ..............52
Proof of Survival ..........................................54
Report of Accumulation .....................................46
Retirement Plan
    Definition..............................................18
Right to Amend .............................................55
Right to Split Your Certificate ............................56
Rules of the Fund
    Definition .............................................19
Service of Process upon CREF ...............................53
Spouse's Rights ............................................44
    Definition .............................................21
    Waiver of ..............................................45
Termination of Employment ..................................23
Transfer ...................................................42
    Definition .............................................24
Valuation Day
    Definition .............................................25



<PAGE>



<TABLE>
<CAPTION>
                                          COLLEGE RETIREMENT EQUITIES FUND

<S>                            <C>                      <C>                        <C>                  <C> 
                                                        Date of First                                    Date
                               Certificate                 Annual                  Calculation            of
                                 Number                    Payment                  Method  *            Birth

                                DA00000-0               12  01  1991

       Payee                   DOE, John J                                              R            04  01  1920

       Calculation             DOE, Mary                                                R            04  01  1923
       Beneficiary

                              Date of Issue                                      Social Security
                                  Issue                                              Number
                           [        04/01/1991                                  999-99-9999    ]
</TABLE>


INITIAL CONSIDERATION.

THIS CERTIFICATE IS ISSUED IN EXCHANGE FOR APPLYING PROCEEDS OF [  $10,000.00  ]
FROM  CERTIFICATE  NUMBER [ P000000-0 ] TO THIS CERTIFICATE.

THE INITIAL CONSIDERATION FOR THIS CERTIFICATE HAS BEEN DELIVERED AT CREF'S HOME
OFFICE IN NEW YORK, NEW YORK.

THE INITIAL CONSIDERATION HAS BEEN APPLIED TO PURCHASE THE FOLLOWING 
ACCUMULATION UNITS:

                               ACCUMULATION
                              UNITS AT ISSUE

STOCK ACCOUNT:                   100.000
MONEY MARKET ACCOUNT:            100.000
SOCIAL CHOICE ACCOUNT:           100.000
BOND ACCOUNT:                    100.000
GLOBAL EQUITIES ACCOUNT:         100.000
GROWTH ACCOUNT:                  100.000
EQUITY INDEX ACCOUNT:            100.000

INITIAL PAYMENT.
THE INITIAL PAYMENT IS $500.

INITIAL EXCLUDED AMOUNT.
THE INITIAL EXCLUDED AMOUNT IS [ $6,500.00 ]

*  R = RECALCULATION METHOD
   Y = STRAIGHT-LINE METHOD


<PAGE>



                        COLLEGE RETIREMENT EQUITIES FUND


                             BENEFICIARY DESIGNATION


                              PRIMARY BENEFICIARIES

        NAME           DATE OF BIRTH                RELATIONSHIP TO PARTICIPANT
  [  *  Mary Doe        04 01 1923                            wife ]



                               CONTINGENT BENEFICIARIES

        NAME           DATE OF BIRTH                RELATIONSHIP TO PARTICIPANT
   [    Jane Doe        06 23 1946                          daughter ]





























[ * Calculation Beneficiary ]


<PAGE>








                       PART A: TERMS USED IN THIS CONTRACT

1. Accounts. CREF maintains the following four investment Accounts,each with its
own distinct investment portfolio:

      The  CREF  Stock  Account  maintains  a  broadly   diversified   portfolio
consisting primarily of common stocks.

      The CREF Money Market Account maintains a portfolio  consisting  primarily
of short-term debt securities.

      The CREF Bond Market Account maintains a portfolio consisting primarily of
investment grade bonds.

      The CREF Social Choice Account maintains a portfolio  consisting primarily
      of common stocks, investment grade bonds, and short-term debt securities.

In  the  future,  CREF  may  establish  other  Accounts  with  other  investment
portfolios.
      CREF may delete  the CREF Bond  Market  Account,  the CREF  Social  Choice
Account,  and any future  Account.  As of the date of such  deletion,  CREF will
transfer your  Accumulation  Units,  if any, in such Account,  to the CREF Money
Market Account unless you notify CREF otherwise.

2. Accumulation Units. Each CREF Account maintains a separate  Accumulation Unit
value.  The value of each  Accumulation  Unit will  change  from time to time to
reflect the CREF  Account's  investment  experience,  and will be  determined in
accordance with the Rules of the Fund.

3. Your Accumulation is the sum of the value of all of your  Accumulation  Units
in all of the  Accounts  under this  Certificate.  It will  provide the benefits
described in this certificate.

4. Number of Accumulation  Units. The number of your Accumulation Units at issue
and the Accounts under your  Certificate in which they  participate are shown on
Page 3.  The  number  of your  Accumulation  Units  in any  Account  under  your
Certificate will be increased by:
      A) any Considerations paid to that Account under your Certificate;
      B) any Transfers to  that Account under your Certificate from another CREF
      Account; and reduced by:
      C) any Initial and Annual Payments paid from that Account;
      D) any  application of  Accumulation  Units from that Account to provide a
      Unit-Annuity;  E) any Lump-sum Benefits paid from that Account; and F) any
      Transfers  from that  Account to TIAA,  another CREF  account,  or another
      funding vehicle.

5. The Annual  Payment is the amount payable to you each December 1 as described
in Part C.

6. An Annuity  Unit is the unit of payment for all  Unit-Annuity  benefits.  The
CREF Stock and CREF Money Market Accounts  maintain  separate Annuity Units. All
CREF Unit-Annuity Income Options and Methods of Payment of the Death Benefit are
available  from the CREF Stock  Account and the CREF Money Market  Account.  The
current  value of an  Annuity  Unit will  change  from  time to time to  reflect
changes in CREF's  investment,  mortality,  and expense  experience.  The dollar
value of any  Unit-Annuity  payment will be the product of the number of Annuity
Units to be paid and the then current value of an Annuity Unit.

7. A  Unit-Annuity  is a series of payments of the then current value of a fixed
number of Annuity  Units.  The number of Annuity Units to be paid and their then
current value will be determined in accordance  with the Rules of the Fund using
actuarial  methods.  A Unit-Annuity  Benefit  may  be  elected  subject  to  the
restrictions  described in Part E.




<PAGE>


8. The Beneficiary is the person you name to receive any payments  remaining due
at your death. The primary and contingent beneficiaries are named on Page 5.

9. A  Business  Day is any day  that  the New York  Stock  Exchange  is open for
trading.  A Business  Day ends at 4:00 p.m. New York time,  or, if earlier,  the
time trading on the New York Stock Exchange closes for that day.

10. Calculation  Beneficiary.  The life expectancy of a Calculation  Beneficiary
may be used in the  calculation  of the Annual  Payment.  If you have selected a
Calculation Beneficiary, that person is named on Page 3.

11. Commuted Value. The commuted  (discounted) value is a one-sum amount paid in
lieu of a series of  payments.  The  Commuted  Value of a series of  payments of
Annuity Units is computed in accordance  with the Rules of the Fund, in which it
is referred to as the Present Value.

12. The Death Benefit is the current value of your  Accumulation  Units. It will
be used to pay your  Beneficiary an income under one of the methods set forth in
Part D.

13. Your Employer is the organization  that remitted premiums to the certificate
named on Page 3 that provided the consideration for this certificate.  More than
one Employer may have remitted premiums to that certificate.

14. ERISA is the Employee Retirement Income Security Act of 1974, as amended.

15. A Funding  Vehicle is an annuity or other  investment  fund  established  to
provide retirement benefits from monies remitted under a Retirement Plan.

16. The IRC is the Internal Revenue Code of 1986, as amended.

17. A Lump-sum Benefit may be available to you after  Termination of Employment.
The  availability  and amount of the Lump-sum  Benefit may be limited  under the
Rules of the Fund. The provisions  concerning  this benefit are detailed in Part
G.

18. A  Retirement  Plan is an  Employer's  plan,  qualified  under IRC  Sections
401(a), 403(a), or 403(b), for providing retirement benefits for employees.

19. The Rules of the Fund govern all matters affecting the interest of anyone in
the Fund to the  extent  such  matters  are not  specifically  provided  in this
certificate.  The Board of Trustees of CREF may amend the Rules of the Fund from
time to time.  Amendments to such Rules are effective  only when approved by the
Superintendent of Insurance of New York as not being unfair, unjust, inequitable
or prejudicial to the interest of anyone in the Fund. A copy of the Rules of the
Fund was furnished to you when this certificate was issued; you will be notified
of all amendments to such Rules.

20. A Single Life Unit-Annuity  provides a payment to you each month for as long
as you live.  Subject to  applicable  restrictions,  you may choose a guaranteed
period of 10, 15 or 20 years, or no guaranteed period. If you die before the end
of a chosen guaranteed  period, the monthly payments will continue to the end of
that period. Once payments have begun under this option no change may be made. A
Single Life Unit-Annuity may be available to you as described in Part E.

21. Spouse's Rights.  If your  Accumulation is subject to ERISA, your spouse may
have  rights to a Survivor  Retirement  Benefit,  as  explained  in Part H. Your
spouse's right to these benefits may limit your choice of Unit-Annuity  Benefit,
Beneficiary, Lump-sum Benefit, or Transfer.

22. A Survivor  Unit-Annuity provides a payment to you each month for as long as
you live, and will be continued to your  Calculation  Beneficiary for his or her
life  if he or she  survives  you.  Payments  after  the  death  of you or  your
Calculation Beneficiary may be reduced in accordance with the annuity option you
choose. Subject to applicable  restrictions,  you may choose a guaranteed period
of 10, 15 or 20 years,  or no  guaranteed  period.  If you and your  Calculation
Beneficiary  die  before  the end of a chosen  guaranteed  period,  the  monthly
payments will continue to the end of that period. Once payments have begun under
this option no change may be made. A Survivor  Unit-Annuity  may be available to
you as described in Part E.




<PAGE>




23.  Termination  of  Employment  is a  bona  fide  cessation  of an  employment
relationship  with your Employer.  Dissolution or modification of the Retirement
Plan;  changes in the name or affiliation  of your Employer;  leaves of absence,
with or without  pay;  vacations or other  events not in fact a  termination  of
employment will not be considered a Termination of Employment.

24. A Transfer is the use of the value of some or all of your Accumulation Units
to  purchase  fixed-dollar  benefits  under  a TIAA  pay-out  annuity  contract,
Accumulation Units in another CREF Account,  or benefits through another Funding
Vehicle not offered by TIAA or CREF.  The  conditions  applying to Transfers are
set forth in Part F.

25. A  Valuation  Day is a day on which the  dollar  values of the  Accumulation
Units in the CREF  Accounts  are  established.  The  procedure  for  determining
Valuation Days is contained in the Rules of the Fund.



                     PART B: CERTIFICATE AND CONSIDERATIONS


26.  The  Certificate.  We have  issued  this  certificate  in  return  for your
completed application and the consideration as stated on Page 3. Any endorsement
or amendment of this  certificate,  or waiver of any of its  provisions  will be
valid only if in writing  and signed by an  Executive  Officer or  Registrar  of
CREF. All  considerations  and benefits are payable at CREF's home office in New
York, NY.

27.  Considerations  are  all  amounts  paid to  purchase  benefits  under  this
contract.  Any Considerations for this certificate must be transferred  directly
from another CREF certificate.  CREF will accept  Considerations  any time while
this certificate is in force.


                           PART C: YOUR ANNUAL PAYMENT

28. Annual Payments will be made to you each December,  beginning as of the Date
of First Annual Payment if you are then alive.  Annual payments will continue to
you  until the year in which  the Life  Expectancy  is less than or equal to one
year,  when your Annual  Payment will include your  remaining  Accumulation.  No
further  payments  will be made to you after the  Annual  Payment in the year in
which the Life Expectancy is less than or equal to one.

29.  Amount of  Annual  Payments.  The  amount  of the  payment  to be made each
December  will be the  Accumulation  as of the  previous  December  31, less the
Excluded Amount,  all divided by the Life Expectancy as of the current year. The
Annual  Payment may be adjusted if additional  Considerations  have been paid or
amounts have been  withdrawn  during the current  calendar year. In no case will
the Annual Payment exceed your total  Accumulation as of the date the payment is
made. If the calculated  value is less than $25, the Annual Payment will be $25,
or if less, your total Accumulation.

30. The  Excluded  Amount is that portion of the  Accumulation  that will not be
included in the calculation of the Annual Payment.  The initial  Excluded Amount
is  shown  on Page 3. The  Excluded  Amount  will be  adjusted  if any  Lump-sum
Benefits or  Transfers  are paid,  and if any  Considerations  after the Initial
Consideration are received.  The Excluded Amount may be reduced at your request,
or if  required  by  Federal  tax law,  and will be  reduced  to zero  upon your
attainment of age 75.



<PAGE>


31. The Life  Expectancy  as of any year will be  calculated in accordance  with
IRC Section  401(a)(9) and the  regulations  issued thereunder.
      If your  Calculation  Beneficiary  dies  while  you are  receiving  Annual
Payments, you must notify us so that the calculation may be changed as necessary
to comply with Federal tax law.

32.  The  Calculation  Method  shown  on  Page 3 will  determine  how  the  Life
Expectancy  is  calculated.  Use of the  Recalculation  Method for an individual
indicates that the Life  Expectancy,  with respect to that  individual,  will be
recalculated  each  year.  Use of the  Straight-line  Method  for an  individual
indicates that the Life  Expectancy,  with respect to that  individual,  will be
calculated at the Date of Issue,  and reduced by one for each calendar year that
has elapsed since that date.

33.  Change of  Calculation  Beneficiary.  If you have  selected  a  Calculation
Beneficiary,  that  person  is  named  on Page  3.  Your  right  to  change  the
Calculation  Beneficiary  may be  limited by  Federal  tax law.  If you change a
primary  Beneficiary  after  the Date of  Issue,  or if you have  more  than one
primary Beneficiary, the Calculation Beneficiary, if any, may have to be changed
to comply with Federal tax law.

34. An Initial  Payment may be made to you as of the Date of Issue if  necessary
to meet the  requirements  of IRC Section  401(a)(9).  The amount of any Initial
Payment is shown on Page 3. If an  Initial  Payment  is made,  the first  Annual
Payment will be reduced by the amount of the Initial Payment divided by the Life
Expectancy as of the year of the first Annual Payment.

35.  Allocation Among Accounts.  Your Accumulation will be reduced by the amount
of each Annual Payment.  You may tell us how to allocate the reduction among the
Accounts under your Certificate.  You may reduce your  Accumulation  Units in an
Account by any whole number  percentage  of the Annual  Payment.  You may change
your allocation from time to time, as explained in Section 51. If we do not have
a valid allocation,  or if the value of your  Accumulation  Units in any Account
under your  Certificate is not sufficient to cover the allocated  portion of the
Annual Payment,  your Accumulation  Units in the Accounts under your Certificate
will be reduced in proportion to their share of your total Accumulation.


                              PART D: DEATH BENEFIT

36. Payment of the Death Benefit.  If you die before the entire  Accumulation is
paid out, CREF will pay the Death Benefit to your  Beneficiary  under one of the
Methods of Payment  set forth in  Section  37. You may choose the Method  during
your  lifetime  as  explained  in  Section  51.  If you do not so  choose,  your
Beneficiary  will make the choice when he or she becomes  entitled to  payments.
You may change the Method at any time before payments  begin.  After your death,
your Beneficiary may change the Method chosen by you, if you so provide.

37.   Methods of Payment.  The Death Benefit will be paid to your Beneficiary as
      follows: A) your Accumulation may be paid in one sum; B) your Accumulation
      may be applied to a Unit-Annuity, as described in Part E; or
      C) if a  surviving  Beneficiary  is the  Calculation  Beneficiary,  Annual
      Payments may be continued  under a new Minimum
      Distribution Annuity Certificate.

38. The Beneficiary is the person you name to receive any payments remaining due
at your death.  Different classes of beneficiaries,  such as primary (first) and
contingent  (secondary),  may be  designated.  These  classes  set the  order of
payment. If a class contains more than one person, any payments remaining due at
your death will be paid to the then living  persons in a class in equal  shares,
unless  provided   otherwise.   For  example,  if  you  die  before  the  entire
Accumulation  is paid  out  with  your  spouse  having  been  named  as  primary
beneficiary  and "my children" as equal  contingent  beneficiaries,  your spouse
would receive any payments  remaining due upon surviving you. But if your spouse
did not survive you, then your surviving  children would receive equal shares of
any payments remaining due.




<PAGE>

      The  terms  "children"  or "my  children"  may be used to name a class  of
beneficiaries,  either primary or contingent.  Unless otherwise specified, these
terms will mean all children born of your marriage or marriages and any children
legally adopted by you. The term "children" also has the same inclusive  meaning
when used to name as beneficiaries the children of your spouse,  your brother or
your sister.
      If you name your estate as  beneficiary,  or if none of the  beneficiaries
you have named is alive at the time of your  death,  the Death  Benefit  will be
paid to your estate in one sum.
      If you die  never  having  named  a  beneficiary,  your  estate  and  your
      surviving spouse become the  beneficiaries as follows:  A) if you leave no
      surviving  spouse,  the Death  Benefit  will be paid to your estate in one
      sum; B) if you leave a surviving spouse, your spouse will receive one-half
      of your  Accumulation in one sum, and your estate will receive one-half of
      your Accumulation in one sum.

      You may change your  Beneficiary  or add or delete  Beneficiaries,  unless
otherwise specified on Page 5, by written notice to CREF as explained in Section
51. Any change in Beneficiary  is subject to the rights of your spouse,  if any,
as described in Part H. Any change in a primary Beneficiary may require a change
in the Calculation Beneficiary, if any, to comply with Federal tax law.


                          PART E: UNIT-ANNUITY BENEFIT

39.  Choosing  an  Annuity.  You or your  surviving  Beneficiary  may apply your
Accumulation to purchase a Unit-Annuity  for a Fixed Period of no less than five
years,  nor  more  than  the  lesser  of 30  years  or the  Life  Expectancy.  A
Unit-Annuity  for  a  Fixed  Period  is  only  available  after  Termination  of
Employment.  If you or your  surviving  Calculation  Beneficiary  are  under the
Recalculation  Method and have not yet  attained  age 90, you may  alternatively
choose a Single Life  Unit-Annuity  with or without a Guaranteed  Period. If you
and your  surviving  Calculation  Beneficiary  are both under the  Recalculation
Method  and have not yet  attained  age 90,  you may  alternatively  choose  any
Survivor  Unit-Annuity  then being offered by CREF, with or without a Guaranteed
Period.
      No guaranteed or fixed period can extend  beyond the Life  Expectancy,  as
calculated in the calendar year in which you begin Annuity Payments.  The choice
of any annuity is subject to Federal tax law limitations.
      For Accumulation Units purchased by premiums remitted on your behalf under
a Retirement  Plan, your right to receive a Unit-Annuity  for a Fixed Period may
be limited in accordance with the Rules of the Fund.
      If your  Accumulation is subject to ERISA,  then your choice of an annuity
is subject to the right of your spouse, if any, to benefits as explained in Part
H.

40. The Number of Annuity Units in each Account  under your pay-out  certificate
will be  determined  in  accordance  with  the  Rules of the Fund as of the date
annuity payments start by:
      A) the  value  of your  Accumulation  Units  in that  Account  under  your
      Certificate at that time;
      B) the form of annuity chosen;  
      C) if you choose  a  lifetime Unit-Annuity,  your age, and the age of your
      Second Participant if any; and 
      D) the value of that Account's Annuity Unit at that time.

If your initial  Unit-Annuity  payment would be less than $25 a month, CREF will
have the right to change to quarterly, semi-annual or annual payments, whichever
will  result  in  payments  of $25 or more  and the  shortest  interval  between
payments.

41.  Benefits  Based on  Incorrect  Data.  If the amount of Annuity  Benefits is
determined  by data as to a person's age or any other factor that is  incorrect,
benefits  will  be  recalculated  on the  basis  of  the  correct  data.  If any
overpayments or underpayments  have been made by CREF,  adjustments will be made
in accordance with the Rules of the Fund.





<PAGE>



                                PART F: TRANSFERS

42. You may Transfer some or all of your Accumulation  Units from a CREF Account
under your  Certificate (a) to purchase  Accumulation  Units in one of the other
CREF  Accounts  under your  Certificate,  (b) to  purchase a fixed  dollar  TIAA
pay-out  annuity  contract,  or (c) to a Funding  Vehicle not offered by CREF or
TIAA.
      For Accumulation Units purchased by premiums remitted on your behalf under
a Retirement  Plan,  your right to transfer to the Bond Market  Account,  to the
Social Choice Account,  to any future CREF Account,  or to a Funding Vehicle not
offered  by CREF or TIAA,  may be limited  in  accordance  with the Rules of the
Fund.
      If your  Contract  qualifies  under IRC  Section  403(b),  then a tax-free
Transfer  may be made only to a Funding  Vehicle  established  under IRC Section
403(b).
      If your  Accumulation is subject to ERISA,  your right to Transfer to some
Funding  Vehicles  may be  subject  to the  rights of your  spouse,  if any,  as
described in Part H.

      If you  choose to  Transfer,  we will pay your  Accumulation,  or any part
thereof not less than $1,000.
      All values will be  determined  as of the end of the Business Day in which
CREF has received, in a form acceptable to CREF:(a) your request for a Transfer;
and
      (b) when  required  by law, if your  Accumulation  is subject to the ERISA
      requirements  described  in Part H, a Waiver of  Spouse's  Rights or proof
      that you are not married.
You may choose to defer the effective date of the Transfer until the last day of
any month following the date on which we receive the above requirements, and all
values will be determined as of the end of such effective  date. The request for
a Transfer cannot be revoked after the effective date of such Transfer.
      If you Transfer to a TIAA pay-out  annuity,  you will have the same rights
under the TIAA contract as any person then being issued a similar contract.
      If all of your Accumulation  Units under your Certificate are withdrawn as
a Transfer, all obligations of CREF to you under the contract are fulfilled.
      CREF may limit Transfers to not more than twice in any calendar year.

                            PART G: LUMP-SUM BENEFIT

43. LUMP-SUM BENEFIT. After Termination of Employment, you may choose to receive
a Lump-sum Benefit from some or all of a specified Account's Accumulation Units.
Any  choice  of  Lump-sum  Benefit  must be made by  written  notice  to CREF as
explained in Section 51.
      For Accumulation Units purchased by premiums remitted on your behalf under
a Retirement Plan, your right to a Lump-sum Benefit may be limited in accordance
with the Rules of the Fund.
      If your Accumulation is subject to ERISA, your right to receive a Lump-sum
Benefit is subject to the rights of your spouse, if any, as described in Part H.

All values will be determined as of the end of the  Business Day  in  which CREF
has received, in a form acceptable to CREF:
      A) your request for a Lump-sum Benefit;
      B) if your  Accumulation is subject to  the ERISA  requirements  described
      in Part H, a Waiver of Spouse's Rights or proof
      that you are not married; and
      C) verification of Termination of Employment.
You may choose to defer the  effective  date of the Lump-sum  Benefit  until the
last  day of any  month  following  the  date on  which  we  receive  the  above
requirements,  and all values will be determined as of the end of such effective
date.  The request for a Lump-sum  Benefit cannot be revoked after the effective
date of such Lump-sum Benefit.



<PAGE>


      If all of your Accumulation  Units under your Certificate are withdrawn as
a Lump-sum  Benefit,  all obligations of CREF to you under this  Certificate are
fulfilled.


                       PART H: SPOUSE'S RIGHTS TO BENEFITS

44.   Spouse's   Right   to   Benefits.   If  A)  you   are   married   on   the
date   you   elect   an   Annuity   or   Lump-sum Benefit, or on  the  date  you
request a change in Beneficiary, and
      B) all or part of your Accumulation is attributable to contributions  made
      under a retirement plan or tax deferred annuity plan subject to ERISA, and
      C) a plan contribution has been paid on your behalf after August 22, 1984,
then, only to the extent  required by the IRC or ERISA,  your rights to choose a
Unit-Annuity  Benefit,  change a Beneficiary for the Death Benefit, or receive a
Lump-sum  Benefit  are  restricted  by the right of your  spouse  to a  Survivor
Retirement Benefit.
Transfers to some Funding Vehicles may also be restricted under this section.
      Your spouse may consent to a waiver of his or her rights to this  benefit,
as explained in Section 45.

45.   Waiver of Spouse's Rights.  Your spouse must consent to a waiver of his or
      her right to survivor  benefits  before you can choose:  A) a Unit-Annuity
      Benefit  other than a  Survivor  Unit-Annuity  with your  spouse as Second
      Participant;  B) Beneficiaries  who are not your spouse for more than half
      of the Death Benefit;  C) a Lump-sum Benefit; or D) to the extent required
      by law, a Transfer.

      In order to waive  the  right to a  Survivor  Retirement  Benefit  we must
receive,  in form  satisfactory  to CREF,  your  spouse's  written  consent,  or
verification that your spouse cannot be located. A waiver of rights with respect
to a  Unit-Annuity  or Lump-sum  Benefit may be made by you and  consented to by
your spouse no earlier than 90 days before the date you elect the Benefit.
      Verification   of  your  marital  status  may  be  required,   in  a  form
satisfactory  to CREF,  for  purposes of  establishing  your  spouse's  right to
benefits or a waiver of these  rights.  You may revoke a waiver of your spouse's
rights to benefits at any time during your lifetime.  Your spouse may not revoke
a consent after the consent has been given.


                           PART I: GENERAL PROVISIONS

46.  Report of  Accumulation.  Once each year we will mail you a report  for the
year just ended.  It will show the value of your  Accumulation  as of the end of
the year.

47. Ownership of certificate.  You own this  certificate.  During your lifetime,
you may, to the extent permitted by law, exercise every right given by it.

48. No  Assignment.  Neither  you nor any other  person may assign,  pledge,  or
transfer ownership of this certificate or any benefits under its terms. Any such
action will be void and of no effect.

49. No Loans. This certificate does not provide for loans.



<PAGE>


50. Protection Against Claims of Creditors.  The benefits and rights accruing to
you or any other  person  under this  certificate  are exempt from the claims of
creditors  or  legal  process  to the  fullest  extent  permitted  by law.  This
protection  is  contained  in the statute of the State of New York  establishing
CREF.

51.  Procedure for Elections and  Changes.An  election or change may be made, in
accordance  with the terms of your contract,  by written notice  satisfactory to
CREF.  No such notice will take effect unless it is received by CREF at its home
office in New York,  NY. When notice of a change in  Beneficiary or person named
to receive  payments  remaining  due is received,  it will take effect as of the
date it was  signed,  whether or not the signer is living at the time we receive
it. When any other notice is received,  it will take effect as of the date it is
received.
      Any action  taken by CREF in good faith before  receiving  the notice will
not subject  CREF to  liability  even though our acts were  contrary to what was
stated in the notice.

52. Payment to an Estate,  Guardian,  Trustee,  etc. CREF may pay in one sum the
Commuted Value of any benefits due an estate, corporation,  partnership, trustee
or other entity not a natural person.  CREF will not be responsible for the acts
or neglects of any  executor,  trustee,  guardian,  or other third party to whom
payment is made.

53.  Service of  Process  upon CREF.  We will  accept  service of process in any
action  or suit  against  us on  this  certificate  in any  court  of  competent
jurisdiction in the United States, Puerto Rico, or Canada, provided such process
is properly made. We will also accept such process sent to us by registered mail
if the plaintiff is a resident of the state, district, territory, or province in
which the  action or suit is  brought.  This  Section  does not waive any of our
rights, including the right to remove such action or suit to another court.

54. Proof of Survival.  CREF may require satisfactory proof that anyone named to
receive benefits,  or anyone whose life expectancy is used in the calculation of
benefits under the terms of your certificate is alive on the date any payment is
due. If this proof is not received  after  requested in writing,  CREF will have
the right to make reduced payments or to withhold  payments  entirely until such
proof is  received.  If under a Survivor  Unit-Annuity  Option CREF has overpaid
benefits because of a death of which we were not notified,  subsequent  payments
will be  reduced  or  withheld  until  the  amount of the  overpayment  has been
recovered.

55. Right to Amend. CREF reserves the right to:
      A)  apply  the  provisions  of this  certificate  in a manner  which  CREF
      believes is consistent with Federal tax law; and B) amend this certificate
      if necessary to comply with Federal tax law.
When  required  by  law,  CREF  will  obtain  the  approval  of any  appropriate
regulatory authority.

56. CREF's Right to Split Your Certificate. If your right to a Lump-sum Benefit,
a Unit-Annuity for a Fixed Period, or a Transfer does not apply uniformly to all
your  Accumulation  Units, CREF may split your certificate into two or more CREF
certificates. A Lump-sum Benefit, a Unit-Annuity for a Fixed Period, and certain
Transfers may not be available to you until CREF has split your certificate.

57. Compliance with Laws and Regulations.  CREF will administer this certificate
to comply with all laws and  regulations  pertaining to the terms and conditions
of this  certificate.  If, as of the Date of Issue,  this certificate  conflicts
with any applicable  State law or regulation,  such State law or regulation will
prevail.
      The choice of Unit-Annuity Benefit, Lump-sum Benefit, Method of Payment of
the  Death  Benefit,  Beneficiary,  or  Second  Participant  as set forth in the
certificate   is   subject   to  the   applicable   restrictions,   distribution
requirements,  and incidental benefit  requirements of ERISA and the IRC and any
rulings and regulations issued under ERISA and the IRC.



<PAGE>




58.  Correspondence.  No  notice,  application,  or form  will be  deemed  to be
received by us unless it is  received  at our home  office in New York,  NY. All
benefits  are payable at our home office in New York,  NY. Any  questions  about
this  certificate or inquiries about our service should be directed to us at our
address:
                                      CREF
                                730 Third Avenue
                               New York, NY 10017

<PAGE>




                        COLLEGE RETIREMENT EQUITIES FUND
                     730 THIRD AVENUE, NEW YORK, N.Y. 10017
                             TELEPHONE: 800-842-2733
 
                    MINIMUM DISTRIBUTION ANNUITY CERTIFICATE

                                 Date of First
                   Certificate   Annual Payment      Calculation   Date of Birth
                     Number      Mo.  Day   Yr.         Method      Mo. Day Yr.
                    DA00000-0    12   01   1991

      Payee         DOE, JOHN J                          R          04  01 1920

Calculation         DOE, MARY                            R          04  01 1923
Beneficiary

     This  Certificate   states  that  you,  as  the  owner  ("Payee")  of  this
certificate,  are  entitled  to  share in the  benefits  of  COLLEGE  RETIREMENT
EQUITIES FUND ("CREF" or "Fund").
     This page refers briefly to some of the features of your  certificate.  The
next pages set forth in detail the rights and  obligations  of both CREF and you
under the certificate. PLEASE READ YOUR CERTIFICATE. IT IS IMPORTANT.

                               GENERAL DESCRIPTION
     This  certificate  will provide Annual Payments to you. The Annual Payments
will vary each year in accordance with the procedure described in Part C. Annual
Payments will continue until the year in which the Life  Expectancy,  as defined
in Part C, is less than or equal to one year,  when your remaining  Accumulation
will be paid to you in one sum.
     Your  life  expectancy  and  the  life   expectancy  of  your   Calculation
Beneficiary,  if any, as shown  above,  will be used in the  calculation  of the
Initial and Annual Payments. If your Calculation  Beneficiary dies while you are
receiving  Annual  Payments,  you must notify us so that the  calculation may be
changed as necessary to comply with Federal tax law.
     If you die before  the  entire  Accumulation  is paid out,  your  remaining
Accumulation  will  provide  a  benefit  for your  Beneficiary  under one of the
methods described in your certificate.
     Any Considerations  for this certificate must be transferred  directly from
another CREF certificate.  Each consideration paid to CREF purchases a number of
Accumulation  Units  representing  your share in CREF. Before you attain age 90,
you may,  to the extent  permitted  by  Federal  tax law,  convert  these into a
lifetime income of Annuity Units.
     Once each  year we will  report  to you on the then  current  value of your
remaining  Accumulation  Units.  You may also be  permitted to choose a Lump-sum
Benefit payment after Termination of Employment, in accordance with the Rules of
the Fund.
     You, or your Beneficiary at your death, may have CREF pay the value of some
or all of your remaining  Accumulation  Units to Teachers  Insurance and Annuity
Association  of America  ("TIAA")  for the  purchase of a fixed  dollar  pay-out
annuity contract, as explained in your certificate.

     You may  also  have  CREF pay the  value  of some or all of your  remaining
Accumulation  Units to other  Funding  Vehicles  offered  under your  Employer's
Retirement Plan.



                                                  /s/ John H. Biggs
                                                  ------------------------
                                                  Chairman and
                                                  Chief Executive Officer


       THIS CERTIFICATE CANNOT BE ASSIGNED NOR DOES IT PROVIDE FOR LOANS.
    THIS CERTIFICATE DOES NOT GUARANTEE ANY FIXED DOLLAR AMOUNT OF BENEFITS.

<PAGE>

                        INDEX OF PROVISIONS


                                                       Section
Accounts
    Definition ..............................................1
Accumulation
    Definition ..............................................3
Accumulation Units
    Definition ..............................................2
    Number of ...............................................4
Annual Payments ............................................28
    Allocation Among Accounts ..............................35
    Amount of ..............................................29
    Calculation Beneficiary ................................10
    Calculation Method .....................................32
    Change of Calculation
         Beneficiary .......................................33
    Definition ..............................................5
    Excluded Amount ........................................30
    Initial Payment ........................................34
    Life Expectancy ........................................31
Annuity Benefit ............................................39
    Annuity Unit ............................................6
    Benefits Based on Incorrect Data .......................41
    Number of Annuity Units ................................40
    Single Life Unit-Annuity ...............................20
    Survivor Unit- Annuity .................................22
    Unit-Annuity ............................................7
Assignment
    Void and of No Effect ..................................48
Business Day ................................................9
Certificate
    Changes of .............................................26
Claims of Creditors
    Protection Against .....................................50
Commuted Value
    Definition .............................................11
Compliance with Laws and Regulations .......................57
Considerations .............................................27
Correspondence .............................................58
Death Benefit
    Beneficiary .............................................8
    Change of Beneficiary ..................................38
    Definition .............................................12
    Methods of Payment .....................................37
    Payment of .............................................36
Elections and Changes
    Procedure ..............................................51
Employer
    Definition .............................................13
ERISA
    Definition .............................................14
Funding Vehicle
    Definition .............................................15
IRC
    Definition .............................................16
Loans
    No Provision for .......................................49
Lump-sum Benefit ...........................................43
    Definition .............................................17
Ownership of certificate ...................................47
Payment to an Estate, Guardian, Trustee, etc. ..............52
Proof of Survival ..........................................54
Report of Accumulation .....................................46
Retirement Plan
    Definition..............................................18
Right to Amend .............................................55
Right to Split Your Certificate ............................56
Rules of the Fund
    Definition .............................................19
Service of Process upon CREF ...............................53
Spouse's Rights ............................................44
    Definition .............................................21
    Waiver of ..............................................45
Termination of Employment ..................................23
Transfer ...................................................42
    Definition .............................................24
Valuation Day
    Definition .............................................25


<PAGE>

                               COLLEGE RETIREMENT EQUITIES FUND
<TABLE>
<CAPTION>
<S>    <C>                     <C>                     <C>                         <C>                   <C>    

                                                        Date of First                                    Date
                               Certificate                 Annual                  Calculation            of
                                 Number                    Payment                  Method  *            Birth

                                DA00000-0               12  01  1991

             Payee             DOE, John J                                              R            04  01  1920

       Calculation             DOE, Mary                                                R            04  01  1923
       Beneficiary

                              Date of Issue                                      Social Security
                                  Issue                                              Number
                           [        04/01/1991                                  999-99-9999    ]

</TABLE>

INITIAL CONSIDERATION.

THIS  CERTIFICATE IS ISSUED IN EXCHANGE FOR APPLYING  PROCEEDS OF [ $10,000.00 ]
FROM CERTIFICATE NUMBER [ P000000-0 ] TO THIS CERTIFICATE.

THE INITIAL CONSIDERATION FOR THIS CERTIFICATE HAS BEEN DELIVERED AT CREF'S HOME
OFFICE IN NEW YORK, NEW YORK.

THE  INITIAL   CONSIDERATION   HAS  BEEN  APPLIED  TO  PURCHASE  THE   FOLLOWING
ACCUMULATION UNITS:

                                                        ACCUMULATION
                                                       UNITS AT ISSUE

STOCK ACCOUNT:                                           100.000
MONEY MARKET ACCOUNT:                                    100.000
SOCIAL CHOICE ACCOUNT:                                   100.000
BOND ACCOUNT:                                            100.000
GLOBAL EQUITIES ACCOUNT:                                 100.000
GROWTH ACCOUNT:                                          100.000
EQUITY INDEX ACCOUNT:                                    100.000

INITIAL PAYMENT.
THE INITIAL PAYMENT IS $500.

INITIAL EXCLUDED AMOUNT.
THE INITIAL EXCLUDED AMOUNT IS [ $6,500.00 ]

*  R = RECALCULATION METHOD
   Y = STRAIGHT-LINE METHOD

<PAGE>

                        This page is intentionally blank.

<PAGE>

                        COLLEGE RETIREMENT EQUITIES FUND

                             BENEFICIARY DESIGNATION


                              PRIMARY BENEFICIARIES


      NAME                 DATE OF BIRTH             RELATIONSHIP TO PARTICIPANT
[  *  Mary Doe              04 01 1923                            wife ]



                                   CONTINGENT BENEFICIARIES

      NAME                 DATE OF BIRTH             RELATIONSHIP TO PARTICIPANT
 [    Jane Doe              06 23 1946                          daughter ]



[ * Calculation Beneficiary ]



<PAGE>


                       PART A: TERMS USED IN THIS CONTRACT

1. ACCOUNTS.  CREF maintains the following four investment  Accounts,  each with
its own distinct investment portfolio:

     The CREF STOCK ACCOUNT maintains a broadly diversified portfolio consisting
     primarily of common stocks.

     The CREF MONEY MARKET ACCOUNT maintains a portfolio consisting primarily of
     short-term debt securities.

     The CREF BOND MARKET ACCOUNT maintains a portfolio  consisting primarily of
     investment grade bonds.

     The CREF SOCIAL CHOICE ACCOUNT maintains a portfolio  consisting  primarily
     of common stocks, investment grade bonds, and short-term debt securities.

In  the  future,  CREF  may  establish  other  Accounts  with  other  investment
portfolios.
     CREF may  delete  the CREF Bond  Market  Account,  the CREF  Social  Choice
Account,  and any future  Account.  As of the date of such  deletion,  CREF will
transfer your  Accumulation  Units,  if any, in such Account,  to the CREF Money
Market Account unless you notify CREF otherwise.

2. ACCUMULATION UNITS. Each CREF Account maintains a separate  Accumulation Unit
value.  The value of each  Accumulation  Unit will  change  from time to time to
reflect the CREF  Account's  investment  experience,  and will be  determined in
accordance with the Rules of the Fund.

3. Your ACCUMULATION is the sum of the value of all of your  Accumulation  Units
in all of the  Accounts  under this  Certificate.  It will  provide the benefits
described in this certificate.

4. NUMBER OF ACCUMULATION  UNITS. The number of your Accumulation Units at issue
and the Accounts under your  Certificate in which they  participate are shown on
Page 3.  The  number  of your  Accumulation  Units  in any  Account  under  your
Certificate will be increased by:

     A) any Considerations paid to that Account under your Certificate;

     B) any Transfers to that Account under your  Certificate  from another CREF
        Account; and reduced by:
     C) any Initial and Annual Payments paid from that Account;
     D) any  application  of  Accumulation  Units from that Account to provide a
        Unit-Annuity;
     E) any Lump-sum Benefits paid from that Account; and
     F) any  Transfers  from that  Account to TIAA,  another  CREF  account,  or
        another funding vehicle.

5. The ANNUAL  PAYMENT is the amount payable to you each December 1 as described
in Part C.

<PAGE>


6. An ANNUITY  UNIT is the unit of payment for all  Unit-Annuity  benefits.  The
CREF Stock and CREF Money Market Accounts  maintain  separate Annuity Units. All
CREF Unit-Annuity Income Options and Methods of Payment of the Death Benefit are
available  from the CREF Stock  Account and the CREF Money Market  Account.  The
current  value of an  Annuity  Unit will  change  from  time to time to  reflect
changes in CREF's  investment,  mortality,  and expense  experience.  The dollar
value of any  Unit-Annuity  payment will be the product of the number of Annuity
Units to be paid and the then current value of an Annuity Unit.

7. A  UNIT-ANNUITY  is a series of payments of the then current value of a fixed
number of Annuity  Units.  The number of Annuity Units to be paid and their then
current value will be determined in accordance  with the Rules of the Fund using
actuarial  methods.  A  Unit-Annuity  Benefit  may  be  elected  subject  to the
restrictions described in Part E.

8. The BENEFICIARY is the person you name to receive any payments  remaining due
at your death. The primary and contingent beneficiaries are named on Page 5.

9. A  BUSINESS  DAY is any day  that  the New York  Stock  Exchange  is open for
trading.  A Business  Day ends at 4:00 p.m. New York time,  or, if earlier,  the
time trading on the New York Stock Exchange closes for that day.

10. CALCULATION  BENEFICIARY.  The life expectancy of a Calculation  Beneficiary
may be used in the  calculation  of the Annual  Payment.  If you have selected a
Calculation Beneficiary, that person is named on Page 3.

11. COMMUTED VALUE. The commuted  (discounted) value is a one-sum amount paid in
lieu of a series of  payments.  The  Commuted  Value of a series of  payments of
Annuity Units is computed in accordance  with the Rules of the Fund, in which it
is referred to as the Present Value.

12. The DEATH BENEFIT is the current value of your  Accumulation  Units. It will
be used to pay your  Beneficiary an income under one of the methods set forth in
Part D.

13. Your EMPLOYER is the organization  that remitted premiums to the certificate
named on Page 3 that provided the consideration for this certificate.  More than
one Employer may have remitted premiums to that certificate.

14. ERISA is the Employee Retirement Income Security Act of 1974, as amended.

15. A FUNDING  VEHICLE is an annuity or other  investment  fund  established  to
provide retirement benefits from monies remitted under a Retirement Plan.

16. The IRC is the Internal Revenue Code of 1986, as amended.

17. A LUMP-SUM BENEFIT may be available to you after  Termination of Employment.
The  availability  and amount of the Lump-sum  Benefit may be limited  under the
Rules of the Fund. The provisions  concerning  this benefit are detailed in Part
G.


<PAGE>


18. A  RETIREMENT  PLAN is an  Employer's  plan,  qualified  under IRC  Sections
401(a), 403(a), or 403(b), for providing retirement benefits for employees.

19. The RULES OF THE FUND govern all matters affecting the interest of anyone in
the Fund to the  extent  such  matters  are not  specifically  provided  in this
certificate.  The Board of Trustees of CREF may amend the Rules of the Fund from
time to time.  Amendments to such Rules are effective  only when approved by the
Superintendent of Insurance of New York as not being unfair, unjust, inequitable
or prejudicial to the interest of anyone in the Fund. A copy of the Rules of the
Fund was furnished to you when this certificate was issued; you will be notified
of all amendments to such Rules.

20. A SINGLE LIFE UNIT-ANNUITY  provides a payment to you each month for as long
as you live.  Subject to  applicable  restrictions,  you may choose a guaranteed
period of 10, 15 or 20 years, or no guaranteed period. If you die before the end
of a chosen guaranteed  period, the monthly payments will continue to the end of
that period. Once payments have begun under this option no change may be made. A
Single Life Unit-Annuity may be available to you as described in Part E.

21. SPOUSE'S RIGHTS.  If your  Accumulation is subject to ERISA, your spouse may
have  rights to a Survivor  Retirement  Benefit,  as  explained  in Part H. Your
spouse's right to these benefits may limit your choice of Unit-Annuity  Benefit,
Beneficiary, Lump-sum Benefit, or Transfer.

22. A SURVIVOR  UNIT-ANNUITY provides a payment to you each month for as long as
you live, and will be continued to your  Calculation  Beneficiary for his or her
life  if he or she  survives  you.  Payments  after  the  death  of you or  your
Calculation Beneficiary may be reduced in accordance with the annuity option you
choose. Subject to applicable  restrictions,  you may choose a guaranteed period
of 10, 15 or 20 years,  or no  guaranteed  period.  If you and your  Calculation
Beneficiary  die  before  the end of a chosen  guaranteed  period,  the  monthly
payments will continue to the end of that period. Once payments have begun under
this option no change may be made. A Survivor  Unit-Annuity  may be available to
you as described in Part E.

23.  TERMINATION  OF  EMPLOYMENT  is a  bona  fide  cessation  of an  employment
relationship  with your Employer.  Dissolution or modification of the Retirement
Plan;  changes in the name or affiliation  of your Employer;  leaves of absence,
with or without  pay;  vacations or other  events not in fact a  termination  of
employment will not be considered a Termination of Employment.

24. A TRANSFER is the use of the value of some or all of your Accumulation Units
to  purchase  fixed-dollar  benefits  under  a TIAA  pay-out  annuity  contract,
Accumulation Units in another CREF Account,  or benefits through another Funding
Vehicle not offered by TIAA or CREF.  The  conditions  applying to Transfers are
set forth in Part F.

25. A  VALUATION  DAY is a day on which the  dollar  values of the  Accumulation
Units in the CREF  Accounts  are  established.  The  procedure  for  determining
Valuation Days is contained in the Rules of the Fund.

<PAGE>


                     PART B: CERTIFICATE AND CONSIDERATIONS


26.  THE  CERTIFICATE.  We have  issued  this  certificate  in  return  for your
completed application and the consideration as stated on Page 3. Any endorsement
or amendment of this  certificate,  or waiver of any of its  provisions  will be
valid only if in writing  and signed by an  Executive  Officer or  Registrar  of
CREF. All  considerations  and benefits are payable at CREF's home office in New
York, NY.

27.  CONSIDERATIONS  are  all  amounts  paid to  purchase  benefits  under  this
contract.  Any Considerations for this certificate must be transferred  directly
from another CREF certificate.  CREF will accept  Considerations  any time while
this certificate is in force.


                           PART C: YOUR ANNUAL PAYMENT

28. ANNUAL PAYMENTS will be made to you each December,  beginning as of the Date
of First Annual Payment if you are then alive.  Annual payments will continue to
you  until the year in which  the Life  Expectancy  is less than or equal to one
year,  when your Annual  Payment will include your  remaining  Accumulation.  No
further  payments  will be made to you after the  Annual  Payment in the year in
which the Life Expectancy is less than or equal to one.

29.  AMOUNT OF  ANNUAL  PAYMENTS.  The  amount  of the  payment  to be made each
December  will be the  Accumulation  as of the  previous  December  31, less the
Excluded Amount,  all divided by the Life Expectancy as of the current year. The
Annual  Payment may be adjusted if additional  Considerations  have been paid or
amounts have been  withdrawn  during the current  calendar year. In no case will
the Annual Payment exceed your total  Accumulation as of the date the payment is
made. If the calculated  value is less than $25, the Annual Payment will be $25,
or if less, your total Accumulation.

30. The  EXCLUDED  AMOUNT is that portion of the  Accumulation  that will not be
included in the calculation of the Annual Payment.  The initial  Excluded Amount
is  shown  on Page 3. The  Excluded  Amount  will be  adjusted  if any  Lump-sum
Benefits or  Transfers  are paid,  and if any  Considerations  after the Initial
Consideration are received.  The Excluded Amount may be reduced at your request,
or if  required  by  Federal  tax law,  and will be  reduced  to zero  upon your
attainment of age 75.

31. The LIFE EXPECTANCY as of any year will be calculated in accordance with IRC
Section 401(a)(9) and the regulations issued thereunder.

       If your  Calculation  Beneficiary  dies  while you are  receiving  Annual
Payments, you must notify us so that the calculation may be changed as necessary
to comply with Federal tax law.

32.  The  CALCULATION  METHOD  shown  on  Page 3 will  determine  how  the  Life
Expectancy  is  calculated.  Use of the  Recalculation  Method for an individual
indicates that the Life  Expectancy,  with respect to that  individual,  will be
recalculated  each  year.  Use of the  Straight-line  Method  for an  individual
indicates that the Life  Expectancy,  with respect to that  individual,  will be



<PAGE>

calculated at the Date of Issue,  and reduced by one for each calendar year that
has elapsed since that date.

33.  CHANGE OF  CALCULATION  BENEFICIARY.  If you have  selected  a  Calculation
Beneficiary,  that  person  is  named  on Page  3.  Your  right  to  change  the
Calculation  Beneficiary  may be  limited by  Federal  tax law.  If you change a
primary  Beneficiary  after  the Date of  Issue,  or if you have  more  than one
primary Beneficiary, the Calculation Beneficiary, if any, may have to be changed
to comply with Federal tax law.

34. An INITIAL  PAYMENT may be made to you as of the Date of Issue if  necessary
to meet the  requirements  of IRC Section  401(a)(9).  The amount of any Initial
Payment is shown on Page 3. If an  Initial  Payment  is made,  the first  Annual
Payment will be reduced by the amount of the Initial Payment divided by the Life
Expectancy as of the year of the first Annual Payment.

35.  ALLOCATION AMONG ACCOUNTS.  Your Accumulation will be reduced by the amount
of each Annual Payment.  You may tell us how to allocate the reduction among the
Accounts under your Certificate.  You may reduce your  Accumulation  Units in an
Account by any whole number  percentage  of the Annual  Payment.  You may change
your allocation from time to time, as explained in Section 51. If we do not have
a valid allocation,  or if the value of your  Accumulation  Units in any Account
under your  Certificate is not sufficient to cover the allocated  portion of the
Annual Payment,  your Accumulation  Units in the Accounts under your Certificate
will be reduced in proportion to their share of your total Accumulation.


                              PART D: DEATH BENEFIT

36. PAYMENT OF THE DEATH BENEFIT.  If you die before the entire  Accumulation is
paid out, CREF will pay the Death Benefit to your  Beneficiary  under one of the
Methods of Payment  set forth in  Section  37. You may choose the Method  during
your  lifetime  as  explained  in  Section  51.  If you do not so  choose,  your
Beneficiary  will make the choice when he or she becomes  entitled to  payments.
You may change the Method at any time before payments  begin.  After your death,
your Beneficiary may change the Method chosen by you, if you so provide.

37.  METHODS OF PAYMENT.  The Death Benefit will be paid to your  Beneficiary as
follows:
      A) your Accumulation may be paid in one sum;
      B) your Accumulation may be applied  to a  Unit-Annuity,  as  described in
         Part E; or

      C) if a surviving  Beneficiary  is  the  Calculation  Beneficiary,  Annual
         Payments may  be continued  under a  new  Minimum  Distribution Annuity
         Certificate.

38. The BENEFICIARY is the person you name to receive any payments remaining due
at your death.  Different classes of beneficiaries,  such as primary (first) and
contingent  (secondary),  may be  designated.  These  classes  set the  order of
payment. If a class contains more than one person, any payments remaining due at
your death will be paid to the then living  persons in a class in equal  shares,
unless  provided   otherwise.   For  example,  if  you  die  before  the  entire
Accumulation  is paid  out  with  your  spouse  having  been  named  as  primary
beneficiary  and "my children" as equal  contingent  beneficiaries,  your spouse
would receive any payments remaining due upon


<PAGE>

surviving  you.  But if your spouse did not  survive  you,  then your  surviving
children would receive equal shares of any payments remaining due.
     The  terms  "children"  or "my  children"  may be used  to name a class  of
beneficiaries,  either primary or contingent.  Unless otherwise specified, these
terms will mean all children born of your marriage or marriages and any children
legally adopted by you. The term "children" also has the same inclusive  meaning
when used to name as beneficiaries the children of your spouse,  your brother or
your sister.
     If you name your estate as beneficiary, or if none of the beneficiaries you
have named is alive at the time of your death, the Death Benefit will be paid to
your estate in one sum.

     If you die never having named a beneficiary, your estate and your surviving
spouse become the beneficiaries as follows:
     A) if you leave no surviving spouse, the Death Benefit will be paid to your
     estate in one sum;
     B) if you leave a surviving  spouse,  your spouse will receive  one-half of
     your Accumulation in one sum, and your estate will receive one-half of your
     Accumulation in one sum.

     You may change  your  Beneficiary  or add or delete  Beneficiaries,  unless
otherwise specified on Page 5, by written notice to CREF as explained in Section
51. Any change in Beneficiary  is subject to the rights of your spouse,  if any,
as described in Part H. Any change in a primary Beneficiary may require a change
in the Calculation Beneficiary, if any, to comply with Federal tax law.


                          PART E: UNIT-ANNUITY BENEFIT

     39. CHOOSING AN ANNUITY.  You or your surviving  Beneficiary may apply your
Accumulation to purchase a Unit-Annuity  for a Fixed Period of no less than five
years,  nor  more  than  the  lesser  of 30  years  or the  Life  Expectancy.  A
Unit-Annuity  for  a  Fixed  Period  is  only  available  after  Termination  of
Employment.  If you or your  surviving  Calculation  Beneficiary  are  under the
Recalculation  Method and have not yet  attained  age 90, you may  alternatively
choose a Single Life  Unit-Annuity  with or without a Guaranteed  Period. If you
and your  surviving  Calculation  Beneficiary  are both under the  Recalculation
Method  and have not yet  attained  age 90,  you may  alternatively  choose  any
Survivor  Unit-Annuity  then being offered by CREF, with or without a Guaranteed
Period.

     No  guaranteed or fixed period can extend  beyond the Life  Expectancy,  as
calculated in the calendar year in which you begin Annuity Payments.  The choice
of any annuity is subject to Federal tax law limitations.
     For Accumulation  Units purchased by premiums remitted on your behalf under
a Retirement  Plan, your right to receive a Unit-Annuity  for a Fixed Period may
be limited in accordance with the Rules of the Fund.
     If your Accumulation is subject to ERISA, then your choice of an annuity is
subject to the right of your spouse, if any, to benefits as explained in Part H.

40. THE NUMBER OF ANNUITY UNITS in each Account  under your pay-out  certificate
will be  determined  in  accordance  with  the  Rules of the Fund as of the date
annuity payments start by:

<PAGE>

     A) the  value  of your  Accumulation  Units  in  that  Account  under  your
     Certificate at that time;
     B) the form of annuity chosen;
     C) if you choose a  lifetime  Unit-Annuity,  your age,  and the age of your
     Second Participant if any; and
     D) the value of that Account's Annuity Unit at that time.
 
If your initial  Unit-Annuity  payment would be less than $25 a month, CREF will
have the right to change to quarterly, semi-annual or annual payments, whichever
will  result  in  payments  of $25 or more  and the  shortest  interval  between
payments.

41.  BENEFITS  BASED ON  INCORRECT  DATA.  If the amount of Annuity  Benefits is
determined  by data as to a person's age or any other factor that is  incorrect,
benefits  will  be  recalculated  on the  basis  of  the  correct  data.  If any
overpayments or underpayments  have been made by CREF,  adjustments will be made
in accordance with the Rules of the Fund.


                                PART F: TRANSFERS

42. You may TRANSFER some or all of your Accumulation  Units from a CREF Account
under your  Certificate (a) to purchase  Accumulation  Units in one of the other
CREF  Accounts  under your  Certificate,  (b) to  purchase a fixed  dollar  TIAA
pay-out  annuity  contract,  or (c) to a Funding  Vehicle not offered by CREF or
TIAA.
     For Accumulation  Units purchased by premiums remitted on your behalf under
a Retirement  Plan,  your right to transfer to the Bond Market  Account,  to the
Social Choice Account,  to any future CREF Account,  or to a Funding Vehicle not
offered  by CREF or TIAA,  may be limited  in  accordance  with the Rules of the
Fund.
     If your  Contract  qualifies  under IRC  Section  403(b),  then a  tax-free
Transfer  may be made only to a Funding  Vehicle  established  under IRC Section
403(b).
     If your  Accumulation  is subject to ERISA,  your right to Transfer to some
Funding  Vehicles  may be  subject  to the  rights of your  spouse,  if any,  as
described in Part H.
     If you  choose  to  Transfer,  we will pay your  Accumulation,  or any part
thereof not less than $1,000. All values will be determined as of the end of the
Business Day in which CREF has received,  in a form  acceptable to CREF:(a) your
request for a Transfer; and
     (b) when  required  by law,  if your  Accumulation  is subject to the ERISA
     requirements described in Part H, a Waiver of Spouse's Rights or proof that
     you are not married.
     You may choose to defer the effective  date of the Transfer  until the last
day of any month following the date on which we receive the above  requirements,
and all values will be  determined  as of the end of such  effective  date.  The
request  for a  Transfer  cannot be  revoked  after the  effective  date of such
Transfer.
     If you  Transfer to a TIAA pay-out  annuity,  you will have the same rights
under the TIAA contract as any person then being issued a similar contract.
     If all of your Accumulation Units under your Certificate are withdrawn as a
Transfer, all obligations of CREF to you under the contract are fulfilled. 

     CREF may limit Transfers to not more than twice in any calendar year.


<PAGE>


                            PART G: LUMP-SUM BENEFIT

43. LUMP-SUM BENEFIT. After Termination of Employment, you may choose to receive
a Lump-sum Benefit from some or all of a specified Account's Accumulation Units.
Any  choice  of  Lump-sum  Benefit  must be made by  written  notice  to CREF as
explained in Section 51.
     For Accumulation  Units purchased by premiums remitted on your behalf under
a Retirement Plan, your right to a Lump-sum Benefit may be limited in accordance
with the Rules of the Fund.
     If your  Accumulation is subject to ERISA, your right to receive a Lump-sum
Benefit is subject to the rights of your spouse, if any, as described in Part H.

All values will be  determined  as of the end of the  Business Day in which CREF
has received, in a form acceptable to CREF:
     A) your request for a Lump-sum Benefit;
     B) if your Accumulation is subject to the ERISA  requirements  described in
     Part H, a Waiver of Spouse's Rights or proof that you are not married; and
     C) verification of Termination of Employment.

You may choose to defer the  effective  date of the Lump-sum  Benefit  until the
last  day of any  month  following  the  date on  which  we  receive  the  above
requirements,  and all values will be determined as of the end of such effective
date.  The request for a Lump-sum  Benefit cannot be revoked after the effective
date of such Lump-sum Benefit.

     If all of your Accumulation Units under your Certificate are withdrawn as a
Lump-sum  Benefit,  all  obligations of CREF to you under this  Certificate  are
fulfilled.


                       PART H: SPOUSE'S RIGHTS TO BENEFITS
 
44.   SPOUSE'S   RIGHT   TO   BENEFITS.   If  
     A) you are married on the date you elect an Annuity or Lump-sum Benefit, or
     on the date you request a change in Beneficiary, and
     B) all or part of your  Accumulation is attributable to contributions  made
     under a retirement plan or tax deferred annuity plan subject to ERISA, and
     C) a plan contribution has been paid on your behalf after August 22, 1984,
then, only to the extent  required by the IRC or ERISA,  your rights to choose a
Unit-Annuity  Benefit,  change a Beneficiary for the Death Benefit, or receive a
Lump-sum  Benefit  are  restricted  by the right of your  spouse  to a  Survivor
Retirement  Benefit.  Transfers to some Funding  Vehicles may also be restricted
under this section.  
     Your spouse may  consent to a waiver of his or her rights to this  benefit,
as explained in Section 45.

45.  WAIVER OF SPOUSE'S  RIGHTS.  Your spouse must consent to a waiver of his or
her right to survivor benefits before you can choose:
     A) a  Unit-Annuity  Benefit  other than a Survivor  Unit-Annuity  with your
     spouse as Second Participant;
     B)  Beneficiaries  who are not your  spouse for more than half of the Death
     Benefit;


<PAGE>

     C) a Lump-sum Benefit; or
     D) to the extent required by law, a Transfer.

     In order to  waive  the  right to a  Survivor  Retirement  Benefit  we must
receive,  in form  satisfactory  to CREF,  your  spouse's  written  consent,  or
verification that your spouse cannot be located. A waiver of rights with respect
to a  Unit-Annuity  or Lump-sum  Benefit may be made by you and  consented to by
your spouse no earlier than 90 days before the date you elect the Benefit.
     Verification of your marital status may be required, in a form satisfactory
to CREF,  for  purposes of  establishing  your  spouse's  right to benefits or a
waiver  of these  rights.  You may  revoke a waiver of your  spouse's  rights to
benefits at any time during your lifetime.  Your spouse may not revoke a consent
after the consent has been given.


                           PART I: GENERAL PROVISIONS

46.  REPORT OF  ACCUMULATION.  Once each year we will mail you a report  for the
year just ended.  It will show the value of your  Accumulation  as of the end of
the year.

47. OWNERSHIP OF CERTIFICATE.  You own this  certificate.  During your lifetime,
you may, to the extent permitted by law, exercise every right given by it.

48. NO  ASSIGNMENT.  Neither  you nor any other  person may assign,  pledge,  or
transfer ownership of this certificate or any benefits under its terms. Any such
action will be void and of no effect.

49. NO LOANS. This certificate does not provide for loans.

50. PROTECTION AGAINST CLAIMS OF CREDITORS.  The benefits and rights accruing to
you or any other  person  under this  certificate  are exempt from the claims of
creditors  or  legal  process  to the  fullest  extent  permitted  by law.  This
protection  is  contained  in the statute of the State of New York  establishing
CREF.

51.  PROCEDURE FOR ELECTIONS AND  CHANGES. An election or change may be made, in
accordance  with the terms of your contract,  by written notice  satisfactory to
CREF.  No such notice will take effect unless it is received by CREF at its home
office in New York,  NY. When notice of a change in  Beneficiary or person named
to receive  payments  remaining  due is received,  it will take effect as of the
date it was  signed,  whether or not the signer is living at the time we receive
it. When any other notice is received,  it will take effect as of the date it is
received.  

      Any action  taken by CREF in good faith before  receiving  the notice will
not subject  CREF to  liability  even though our acts were  contrary to what was
stated in the notice.

52. PAYMENT TO AN ESTATE,  GUARDIAN,  TRUSTEE,  ETC. CREF may pay in one sum the
Commuted Value of any benefits due an estate, corporation,  partnership, trustee
or other entity not a natural person.  CREF will not be responsible for the acts
or neglects of any  executor,  trustee,  guardian,  or other third party to whom
payment is made.

<PAGE>

53.  SERVICE OF  PROCESS  UPON CREF.  We will  accept  service of process in any
action  or suit  against  us on  this  certificate  in any  court  of  competent
jurisdiction in the United States, Puerto Rico, or Canada, provided such process
is properly made. We will also accept such process sent to us by registered mail
if the plaintiff is a resident of the state, district, territory, or province in
which the  action or suit is  brought.  This  Section  does not waive any of our
rights, including the right to remove such action or suit to another court.

54. PROOF OF SURVIVAL.  CREF may require satisfactory proof that anyone named to
receive benefits,  or anyone whose life expectancy is used in the calculation of
benefits under the terms of your certificate is alive on the date any payment is
due. If this proof is not received  after  requested in writing,  CREF will have
the right to make reduced payments or to withhold  payments  entirely until such
proof is  received.  If under a Survivor  Unit-Annuity  Option CREF has overpaid
benefits because of a death of which we were not notified,  subsequent  payments
will be  reduced  or  withheld  until  the  amount of the  overpayment  has been
recovered.

55. RIGHT TO AMEND. CREF reserves the right to:

     A) apply the provisions of this certificate in a manner which CREF believes
     is consistent with Federal tax law; and
     B) amend this certificate if necessary to comply with Federal tax law. 

     When  required  by law,  CREF will obtain the  approval of any  appropriate
     regulatory authority.

56. CREF'S RIGHT TO SPLIT YOUR CERTIFICATE. If your right to a Lump-sum Benefit,
a Unit-Annuity for a Fixed Period, or a Transfer does not apply uniformly to all
your  Accumulation  Units, CREF may split your certificate into two or more CREF
certificates. A Lump-sum Benefit, a Unit-Annuity for a Fixed Period, and certain
Transfers may not be available to you until CREF has split your certificate.

57. COMPLIANCE WITH LAWS AND REGULATIONS.  CREF will administer this certificate
to comply with all laws and  regulations  pertaining to the terms and conditions
of this  certificate.  If, as of the Date of Issue,  this certificate  conflicts
with any applicable  State law or regulation,  such State law or regulation will
prevail.

     The choice of Unit-Annuity Benefit,  Lump-sum Benefit, Method of Payment of
the  Death  Benefit,  Beneficiary,  or  Second  Participant  as set forth in the
certificate   is   subject   to  the   applicable   restrictions,   distribution
requirements,  and incidental benefit  requirements of ERISA and the IRC and any
rulings and regulations issued under ERISA and the IRC.

58.  CORRESPONDENCE.  No  notice,  application,  or form  will be  deemed  to be
received by us unless it is  received  at our home  office in New York,  NY. All
benefits  are payable at our home office in New York,  NY. Any  questions  about
this  certificate or inquiries about our service should be directed to us at our
address:
             
                                      CREF
                                730 Third Avenue
                               New York, NY 10017





                        COLLEGE RETIREMENT EQUITIES FUND

                                 NEW YORK, N.Y.

                      ACCUMULATION-UNIT DEPOSIT CERTIFICATE

                            Certificate                           Maturity Date
                              Number                             Mo.  Day  Year
                            P-990000-0
       Participant          John J. Doe                           03  01  2020


      Accumulation         100.000 UNITS IN THE STOCK ACCOUNT
             Units         100.000 UNITS IN THE MONEY MARKET ACCOUNT
        On Deposit         100.000 UNITS IN THE BOND MARKET ACCOUNT
         At Issue:         100.000 UNITS IN THE SOCIAL CHOICE ACCOUNT

This is to certify that you, as the owner (Participant) of this certificate, are
entitled to share in the benefits of COLLEGE RETIREMENT EQUITIES FUND ("CREF").

This  page  refers  briefly  to  some  of  the   features  of your  certificate.
The  next  pages set forth in detail the rights  and  obligations  between  CREF
and you under the certificate. PLEASE READ  YOUR  CERTIFICATE.  IT IS IMPORTANT.

                               GENERAL DESCRIPTION

This  certificate will provide a payment to you on the Maturity Date, if you are
then living.  If you die before the  Maturity  Date payment will be made to your
beneficiary.

The amount payable will be the value of all Accumulation  Units credited to this
certificate  as of the date of payment.  The amount of dollars  payable per unit
will change primarily with the changes in the value of CREF's investments. There
is no guarantee of any dollar amount;  you, or your beneficiary,  are assured of
full  participation  in CREF.  All dollar  amounts  payable  are  determined  by
actuarial methods.

Unless  otherwise  specified  on Page 5, you may make  withdrawals  reducing the
number of Accumulation Units on deposit from each CREF Account.

You may also use the value of some or all of your Accumulation  Units to provide
for  payments  under any form of  pay-out  unit  annuity  then  offered by CREF.
Transfers  between CREF Accounts may be made subject to the conditions  found in
Section 9. In  addition,  you may request  CREF to transfer the value of some or
all of your Accumulation Units to Teachers Insurance and Annuity  Association of
America  ("TIAA") to purchase a pay-out  annuity.  The conditions  applicable to
these Transfers are contained in Section 10.

                                                            /s/John H. Biggs
                                                               --------------
                                                                CHAIRMAN AND
                                                         CHIEF EXECUTIVE OFFICER

                 THIS CERTIFICATE CANNOT BE ASSIGNED NOR DOES IT
             PROVIDE FOR LOANS. THIS CERTIFICATE DOES NOT GUARANTEE
                  ANY FIXED DOLLAR AMOUNT OF ANNUITY PAYMENTS.


<PAGE>



                              INDEX OF PROVISIONS

                                                                        Section

         Accounts .......................................................    4
         Accumulation Unit Payments .....................................    2
         Assignment - Void and of no effect ..............................  15
         Beneficiary .....................................................  11
         Business Day....................................................    6
         Certificate .....................................................  17
         Change to a Pay-out Unit Annuity................................    8
         Claims of creditors - Protection against ........................  19
         Compliance with Laws and Regulations ............................  22
         Consideration ..................................................    1
         Correspondence with CREF ........................................  21
         Loans - No provision for ........................................  16
         Ownership .......................................................  14
         Payment to an Estate, Trustee, etc. .............................  20
         Procedure for Elections and Changes .............................  13
         Proof of Survival ..............................................   12
         Requests for Benefits ...........................................  21
         Rules of the Fund ..............................................    3
         Service of Process upon CREF ....................................  18
         Transfer to a TIAA Dollar Pay-out Contract ......................  10
         Transfer to Another CREF Account ...............................    9
         Valuation Day  .................................................    5
         Withdrawal of Accumulation Units ...............................    7


<PAGE>




                        COLLEGE RETIREMENT EQUITIES FUND

                               Certificate                  Maturity
                                 Number                       Date
                               P-990000-0               Mo.   Day    Year

       Participant             John J. Doe              03     01    2020

      Accumulation            100.000 UNITS IN THE STOCK ACCOUNT
             Units            100.000 UNITS IN THE MONEY MARKET ACCOUNT
        On Deposit            100.000 UNITS IN THE BOND MARKET ACCOUNT
         At Issue:            100.000 UNITS IN THE SOCIAL CHOICE ACCOUNT

                              DATE OF ISSUE
                              MO   DA   YEAR
                              03   01   1990

                                   PROVISIONS

1.  CONSIDERATION.  THIS  CERTIFICATE IS ISSUED IN EXCHANGE FOR THE SURRENDER TO
CREF OF  CERTIFICATE  NUMBER  [P000000-0]  AND THE  APPLYING OF ITS  PROCEEDS OF
$10,000 TO THIS CERTIFICATE.

THESE ACTS FULFILL ALL OBLIGATIONS OF THE CERTIFICATE THAT HAS BEEN SURRENDERED.

THE CONSIDERATION FOR THIS CERTIFICATE HAS BEEN DELIVERED AT CREF'S HOME OFFICE,
730 THIRD AVENUE, NEW YORK, NY 10017.


<PAGE>




                        COLLEGE RETIREMENT EQUITIES FUND

                             BENEFICIARY DESIGNATION

PRIMARY BENEFICIARY(IES)  -  CLASS I

NAME                                               RELATIONSHIP TO PARTICIPANT

MARY DOE                                                      WIFE

SECONDARY BENEFICIARY(IES)  -  CLASS II

NAME                                               RELATIONSHIP TO PARTICIPANT

JANE DOE                                                    DAUGHTER


<PAGE>








      2.  ACCUMULATION  UNIT PAYMENT.  If you are living on the Maturity Date, a
one-sum  payment  will be made to you.  If you die before  that date,  a one-sum
payment will be made as a Death Benefit to the beneficiary or, if no beneficiary
is then  living,  to your  estate.  A payment of the Death  Benefit will be made
after CREF receives this certificate and proof of your death.

      The  dollar  amount  of a one-sum  payment  from any  Account  will be the
product of the value of one  Accumulation  Unit in the Account and the number of
Accumulation Units on Deposit in that Account.  The number of Accumulation Units
on Deposit at Issue,  the Account in which they  participate,  and the  Maturity
Date are shown on Page 3. The  number of  Accumulation  Units on  Deposit in any
Account will be reduced by withdrawals in accordance  with Section 7, by changes
to a pay-out  unit annuity in  accordance  with Section 8, and by transfers to a
TIAA  pay-out  contract in  accordance  with  Section 10, and will be reduced or
increased  by transfers  to or from  another  CREF  Account in  accordance  with
Section 9. The value of an  Accumulation  Unit will  change from time to time to
reflect the CREF  Account's  investment  experience  and will be  determined  in
accordance with the Rules of the Fund.
      Payments are subject to any method of payment  agreement or the provisions
of any beneficiary designation in effect under this certificate.

      3. RULES OF THE FUND.  The Rules of the Fund govern all matters  affecting
the  interest  of  anyone  in the  Fund  to the  extent  such  matters  are  not
specifically  provided  in this  certificate.  The Board of Trustees of CREF may
amend  the Rules of the Fund from  time to time.  Amendments  to such  Rules are
effective only when approved by the  Superintendent of Insurance of the State of
New York as not being unfair, unjust, inequitable or prejudicial to the interest
of  anyone  in the Fund.  A copy of the  Rules  was  furnished  to you when this
certificate was issued; you will be notified of all amendments to the Rules.

      4. ACCOUNTS.  CREF maintains the following four investment Accounts,  each
with its own distinct investment portfolio:

         The CREF  STOCK  ACCOUNT  maintains  a  broadly  diversified  portfolio
consisting primarily of common stocks.

         The  CREF  MONEY  MARKET  ACCOUNT  maintains  a  portfolio   consisting
primarily of short-term debt securities.

         The CREF BOND MARKET ACCOUNT contains a portfolio  consisting primarily
of investment grade bonds.

         The  CREF  SOCIAL  CHOICE  ACCOUNT  maintains  a  portfolio  consisting
         primarily of common stocks, investment grade bonds, and short-term debt
         securities.

         In the future,  CREF may establish other Accounts with other investment
portfolios.

         DELETION OF A CREF ACCOUNT.  CREF reserves the right to delete the CREF
         Bond Market  Account,  the CREF Social Choice  Account,  and any future
         Account.  As of the date of such  deletion,  CREF  will  transfer  your
         Accumulation, if any, in such Account, to the CREF Money Market Account
         unless you notify CREF otherwise.

      5. A VALUATION DAY is a day on which dollar values of  Accumulation  Units
in the CREF Accounts are  established.  The procedure for determining  Valuation
Days is contained in the Rules of the Fund.



<PAGE>




      6. A BUSINESS DAY is any day that the New York Stock  Exchange is open for
trading.  A Business  Day ends at 4:00 p.m. New York time,  or, if earlier,  the
time trading on the New York Stock Exchange closes for that day.

      7.  WITHDRAWAL OF  ACCUMULATION  UNITS.  If the right of withdrawal is not
restricted on Page 5, you may at any time before the Maturity Date withdraw some
or all of your Accumulation  Units. The value of each such withdrawal must be at
least  $1,000.  A  withdrawal  will be  effective  as of the  Business  Day CREF
receives  your written  request or, if you so specify,  the last day of the then
current month or of a specified future month provided any withdrawal is prior to
the  Maturity  Date.  You must  specify  the  Account or  Accounts  from which a
withdrawal is to be made.  The number of  Accumulation  Units on Deposit will be
reduced by any Units  withdrawn.  If, as a result of a withdrawal,  the value of
all Accumulation  Units on Deposit is less than $5,000,  CREF reserves the right
to pay  you the  entire  value  of all  Accumulation  Units  on  Deposit  and to
terminate this certificate.

      8. CHANGE TO A PAY-OUT UNIT ANNUITY.  You may have CREF apply the value of
some or all of your  Accumulation  Units in an Account to provide benefits under
any form of pay-out unit annuity then being offered by CREF. The initial monthly
payment  provided by such unit annuity  must be at least $25. In  addition,  the
value of the Accumulation  Units remaining to your credit under this certificate
must be at least  $5,000 on the  effective  date of the unit  annuity  payments.
Federal pension law may restrict your right to elect a pay-out unit annuity.
      The unit  annuity  payments  will be  effective as of the first day of the
month  following the Business Day in which we receive your  request,  or, if you
choose,  the first day of a  specified  future  month.  You may not revoke  this
change once the unit annuity payments become effective.

      9.  TRANSFER TO ANOTHER CREF  ACCOUNT.  You may have CREF use the value of
some or all of your  Accumulation  Units to purchase  Accumulation  Units in any
other CREF Account at their then current value. The request for such transfer is
subject to the following conditions:

         A)   the transfer will take effect and all values will be determined as
              of the end of the Business Day in which CREF receives your request
              for transfer, or, if you choose, the last day of the current month
              or of a specified future month;

         B)   the request for a transfer cannot be revoked after  the  effective
              date of such transfer;

         C)   if  less  than  the  full  Accumulation  in an  Account  is  being
              transferred,the  amount  transferred  from one  Account to another
              must be at least $1,000; and

         D)   CREF  reserves the right to limit such  transfers to not more than
              twice in any calendar year.

      10.TRANSFER TO A TIAA DOLLAR PAY-OUT CONTRACT.  You may have CREF transfer
the value of some or all of your Accumulation  Units to TIAA for the purchase of
an  individual  pay-out  contract on your life in any form then being  issued by
TIAA for such transfers, or for the purchase of an Annuity-Certain  contract, or
for the purchase of an Interest  Payments  contract.  The pay-out  rates for the
TIAA contract  will be the rates  applying to such  transfers at that time;  the
contract will give you the same rights as any person then applying for a similar
TIAA  contract.  The transfer will take effect and all values will be determined
as of the end of the Business Day in which we receive your request for transfer,
or, if you choose,  the last day 




<PAGE>



of the  current  month or of a  specified  future  month.  You must  specify the
Account or Accounts from which a transfer is to be made.  The request for such a
transfer cannot be revoked after the effective date of such transfer. The amount
transferred  from  any  Account  must be at  least  $1,000;  however,  if a TIAA
Interest  Payment contract is to be purchased with the amount  transferred,  the
transfer must be at least $5,000.  In addition,  a transfer may be denied if the
amount  would cause the value of all  Accumulation  Units on Deposit  under this
certificate to fall below $5,000. Federal pension law may restrict your right to
a pay-out contract from TIAA. CREF reserves the right to limit such transfers to
not more than twice in any calendar year.

      11.YOUR  BENEFICIARY.  Beneficiaries  are  persons  you  name,  in a  form
satisfactory to CREF, to receive any payments  remaining due at your death.  You
may designate  different classes of  beneficiaries,  such as primary (first) and
contingent  (secondary).  These  classes  set the order of  payment.  If a class
contains more than one person,  any payments remaining due at your death will be
paid to the then living  persons in a class in equal shares,  unless you provide
otherwise.  For example,  if you die before the Maturity  Date having named your
spouse as primary beneficiary and "children" as equal contingent  beneficiaries,
your spouse would  receive the Death  Benefit if he or she survived  you. But if
your spouse did not survive you, then your  children  would receive equal shares
of the Death Benefit.
      You may change, add, or delete  beneficiaries,  unless otherwise specified
on Page 5.
      The  terms  "children"  or "my  children"  may be used to name a class  of
beneficiaries, either primary or contingent. Unless you specify otherwise, these
terms will mean all children born of your marriage or marriages and any children
legally adopted by you. The term "children" also has the same inclusive  meaning
when used to name as beneficiaries the children of your spouse, your child, your
brother or your sister.

      12.PROOF OF  SURVIVAL.  CREF  reserves  the right to require  satisfactory
proof that anyone named to receive  benefits under the terms of your certificate
is alive on the date any  payment is due.  If this proof is not  received  by us
after  requested  in  writing,  CREF will have the  right to  withhold  payments
entirely until such proof is received.

      13.PROCEDURE  FOR  ELECTIONS  AND  CHANGES.  You may elect or  change,  in
accordance with the terms of your  certificate,  any of the following by written
notice satisfactory to CREF sent to its home office in New York, NY:

            A)    the beneficiary;

            B)    a withdrawal of Accumulation Units;

            C)    a transfer of Accumulation Units to another CREF Account;

            D)    the application of Accumulation Units to provide benefits
                  under a CREF pay-out unit annuity; or

            E)    the transfer of Accumulation Units to TIAA.

No such  notice  will take  effect  unless it has been  received  by CREF.  When
received  the notice will take  effect as of the date it was signed,  whether or
not the signer is living at the time we receive it. Any action  taken by CREF in
good faith before  receiving the notice will not subject CREF to liability  that
is due to our acts being contrary to what was stated in the notice.



<PAGE>





      14.OWNERSHIP. You own this certificate.  During your lifetime, you may, to
the extent  permitted  by law,  exercise  every right given by this  certificate
without the consent of any other person.

      15.NO ASSIGNMENT.  Neither you nor any other person may assign, pledge, or
transfer ownership of this certificate or any benefits under its terms. Any such
action will be void and of no effect.

      16.NO LOANS. This certificate does not provide for loans.

      17.THE  CERTIFICATE.  Any endorsement or amendment of this  certificate or
waiver of any of its  provisions  will be valid only if in writing and signed by
an Executive Officer or Registrar of CREF.

      The  consideration  has been  delivered  and all  benefits  are payable at
CREF's home office in New York, NY.

      18.SERVICE OF PROCESS UPON CREF. We will accept  service of process in any
action  or suit  against  us on  this  certificate  in any  court  of  competent
jurisdiction  in the United States,  Puerto Rico or Canada provided such process
is properly made. We will also accept such process sent to us by registered mail
if the plaintiff is a resident of the state, district, territory, or province in
which the  action or suit is  brought.  This  Section  does not waive any of our
rights, including the right to remove such action or suit to another court.

      19.PROTECTION  AGAINST  CLAIMS  OF  CREDITORS.  The  benefits  and  rights
accruing to you or any other person under this  certificate  are exempt from the
claims of creditors  or legal  process to the fullest  extent  permitted by law.
This  protection  is  contained  in  the  statute  of  the  State  of  New  York
establishing CREF.

      20.PAYMENT TO AN ESTATE,  TRUSTEE,  ETC. CREF will not be responsible  for
the acts or neglects of any executor, trustee, guardian, or other third party to
whom payment is made.

      21.CORRESPONDENCE AND REQUESTS FOR BENEFITS. No notice, application, form,
or  request  for  benefits  will be  deemed  to be  received  by us unless it is
received at our home office.  Any questions about this  certificate or inquiries
about our service should be sent to us at our address:

                                                     CREF 
                                                     730 Third  Avenue 
                                                     New York, NY 10017.

      22.COMPLIANCE  WITH  LAWS  AND  REGULATIONS.  CREF  will  administer  this
certificate to comply with all laws and regulations  pertaining to the terms and
conditions  of  this  certificate.   If  this  certificate  conflicts  with  any
applicable law or regulation, such law or regulation will prevail.





                        COLLEGE RETIREMENT EQUITIES FUND
                                     (CREF)
                   730 Third Avenue, New York, New York 10017

             ENDORSEMENT TO CREF RETIREMENT UNIT-ANNUITY CERTIFICATE

                          Effective Date: July 1, 1992


This  endorsement  adds the  following to the  corresponding  provisions of your
certificate  and/or adds the  following  provisions  to your  certificate.  This
endorsement is to be read in conjunction with your certificate.


                          CREF GLOBAL EQUITIES ACCOUNT

As of the effective date, CREF  maintains,  in addition to its other  investment
Accounts, the Global Equities Account.

The CREF GLOBAL  EQUITIES  ACCOUNT  maintains a broadly  diversified  investment
portfolio  consisting  primarily of foreign and  domestic  common  stocks.  This
Account maintains  separate  Accumulation Unit and Annuity Unit values. All CREF
Annuity Income Options and Methods of Payment of the Death Benefit are available
from the Global Equities Account.  The Rules of the Fund may limit your right to
allocate premiums to this Account,  Transfer funds to this Account, or choose an
Income Option from this Account.  CREF may delete the Global Equities Account or
stop providing Unit-Annuities in the Global Equities Account.


                          RESTRICTIONS ON DISTRIBUTION
                 OF ACCUMULATION ARISING FROM ELECTIVE DEFERRALS

This certificate may be used as part of a tax-deferred annuity plan as specified
under IRC Section 403(b).  IRC Section 403(b)  prohibits the distribution to you
of the portion, if any, of your Accumulation equal to:

     A)   amounts  attributable to funds  transferred to this certificate from a
          custodial account established under IRC Section 403(b)(7); plus
     B)   amounts  attributable  to premiums  paid to an IRC  Section  403(b)(1)
          annuity  contract  as  elective  deferrals  under a  salary  reduction
          agreement (within the meaning of IRC Section 403(b)(11)); less
     C)   the value,  if any, of the amounts  described in (B)  determined as of
          December 31, 1988; until you:

          (1)  attain age 59 1/2;
          (2)  separate  from  service  of the  employer  under  whose  plan the
               aforementioned portion is attributable;
          (3)  die; or
          (4)  become disabled within the meaning of IRC Section 72(m)(7).

In the case of hardship,  IRC Section 403(b) requires that any earnings credited
after December 31, 1988 and, in addition any  contributions  paid after December
31, 1988 to a custodial account established under IRC Section 403(b)(7) that are
not elective deferrals under a salary reduction agreement, will not be available
for distribution.

Any request for an early  withdrawal  due to disability  must be submitted  with
evidence of the disability on forms  satisfactory  to CREF and not  inconsistent
with applicable law.

                                                      CHAIRMAN AND
                                                CHIEF EXECUTIVE OFFICER





                        COLLEGE RETIREMENT EQUITIES FUND

                                     (CREF)

                 730 Third Avenue, New York, New York 10017-3206

      ENDORSEMENT TO CREF SUPPLEMENTAL RETIREMENT UNIT-ANNUITY CERTIFICATE

                        Effective Date: [________, 1993]

This  endorsement is part of your  agreement with CREF,  which also includes any
prior  endorsements.  The purpose of an  endorsement  is to make  changes to the
provisions of your certificate.  Please read this endorsement, then attach it to
your certificate.

A new option is added to the INCOME OPTIONS provision:

     MINIMUM DISTRIBUTION  ANNUITY. This Income Option is designed to enable you
     to meet the  minimum  distribution  requirements  under  federal tax law. A
     payment will be made to you each year until your  Accumulation  is entirely
     paid out,  or until your  prior  death.  If  required  to meet the  minimum
     distribution  requirements,  an initial payment will be made on the Annuity
     Starting  Date,  generally on or before the April 1 following  the calendar
     year in which you attain age 70 1/2. This option may not provide a lifetime
     income in all situations.

          If you die before the Accumulation has been entirely paid out, a death
     benefit equal to the remaining Accumulation will be paid to the Beneficiary
     you name when electing this option.

          This option is only available when you must begin receiving  income in
     order to avoid penalties under federal tax law.

A new method is added to the METHODS OF PAYMENT of the DEATH BENEFIT provision:

     MINIMUM DISTRIBUTION  ANNUITY. This Method of Payment is designed to enable
     your  Beneficiary  to meet  the  minimum  distribution  requirements  under
     federal tax law. A payment  will be made for each year that a  distribution
     is required  until your  Accumulation  is  entirely  paid out, or until the
     prior  death of your  Beneficiary.  This  method may not provide a lifetime
     income in all situations.

          If your  Beneficiary  dies before your  Accumulation has been entirely
     paid out, the remaining  accumulation  will be paid in one sum to the payee
     named to receive it.


<PAGE>



The portion of the  TRANSFERS  provision  relating to  frequency of transfers is
modified to read as follows:

         CREF may limit Transfers from each Account to not more than one in each
calendar quarter.


                                       /s/ John H. Biggs
                                       ------------------------------------
                                       CHAIRMAN AND CHIEF EXECUTIVE OFFICER






ENDORSEMENT TO YOUR CREF SUPPLEMENTAL
RETIREMENT UNIT-ANNUITY CERTIFICATE
- --------------------------------------------------------------------------------

                        COLLEGE RETIREMENT EQUITIES FUND
                                     (CREF)
                 730 Third Avenue, New York, New York 10017-3206

      ENDORSEMENT TO CREF SUPPLEMENTAL RETIREMENT UNIT-ANNUITY CERTIFICATE




This  endorsement  is  part of your  agreement  with  CREF.  The  purpose  of an
endorsement  is to make changes to the  provisions of your  certificate.  Please
read this endorsement in conjunction with your certificate.


Provisions regarding the CREF Accounts are added:

         Accounts.  CREF  maintains the following five investment Accounts, each
with its own distinct investment portfolio:

                  The  CREF  Stock  Account  maintains  a  broadly   diversified
                  portfolio consisting primarily of common stocks.

                  The CREF Money Market Account maintains a portfolio consisting
                  primarily  of  short-term  debt  securities  and money  market
                  instruments.

                  The CREF Bond Market Account maintains a portfolio  consisting
                  primarily of investment grade fixed income securities.

                  The  CREF  Social   Choice   Account   maintains  a  portfolio
                  consisting  of common  stocks,  investment  grade fixed income
                  securities, and short-term debt securities.

                  The  CREF  Global   Equities   Account   maintains  a  broadly
                  diversified  portfolio  consisting  primarily  of foreign  and
                  domestic common stocks.

         In the future,  CREF may establish other Accounts with other investment
portfolios.

         Deletion of a CREF Account or a Unit-Annuity.  CREF may delete the CREF
         Bond Market Account,  the CREF Social Choice  Account,  the CREF Global
         Equities Account, and any future Account. Also, CREF may stop providing
         Unit-Annuities  in the CREF  Social  Choice  Account,  the CREF  Global
         Equities Account or in any future Account.

                  Accumulation. If you have Accumulation Units in a CREF Account
                  that is  deleted,  you  must  transfer  them to  another  CREF
                  Account.  If you do not make a choice, CREF will transfer your
                  Accumulation in such Account to the CREF Money Market Account.



<PAGE>



ENDORSEMENT TO YOUR CREF SUPPLEMENTAL
RETIREMENT UNIT-ANNUITY CERTIFICATE
- --------------------------------------------------------------------------------


                  Unit-Annuity.  If a  CREF  Account  is  deleted  or if a  CREF
                  Account stops providing  Unit-Annuities,  any Annuity Units in
                  such Account must be converted to a Unit-Annuity  in any other
                  CREF Account that  maintains  Annuity  Units.  If no choice is
                  made, any  Unit-Annuity  in the Account will be converted to a
                  Unit-Annuity in the CREF Money Market  Account.  All elections
                  and  choices  made in  connection  with an Income  Option or a
                  Method of Payment of the Death Benefit and in effect as of the
                  date of  conversion  will  remain  in  effect.  The  number of
                  Annuity  Units in the  Account  to which the  Unit-Annuity  is
                  converted  will be determined in accordance  with the Rules of
                  the Fund.

The Accumulation Units provision is replaced with:

         Each CREF Account  maintains a separate  Accumulation  Unit value.  The
         current value of each Account's Accumulation Unit is based generally on
         the market value of that Account's  investments  and will be determined
         in accordance with the Rules of the Fund.

The following is added to the Annuity Starting Date provision:

         Your Annuity  Starting  Date may not be deferred  beyond April 1 of the
         calendar  year  following  the calendar  year in which you reach age 70
         1/2.

The following is added to the Annuity Units provision:

         The CREF Stock, CREF Money Market,  CREF Social Choice, and CREF Global
         Equities  Accounts  each  maintain  separate  Annuity  Units.  All CREF
         Annuity  Income Options and Methods of Payment of the Death Benefit are
         available from these Accounts.

The Transfer term in the Terms Used in This Certificate is replaced with:

         A Transfer is the use of the value of some or all of your  Accumulation
         Units to purchase  fixed-dollar benefits under a TIAA annuity contract,
         or  to  purchase  Accumulation  Units  in  another  CREF  Account.  The
         conditions applying to Transfers are set forth below.



<PAGE>



ENDORSEMENT TO YOUR CREF SUPPLEMENTAL
RETIREMENT UNIT-ANNUITY CERTIFICATE
- --------------------------------------------------------------------------------

The following Terms Used in This Certificate are added:

         A Business Day is any day that the New York Stock  Exchange is open for
         trading.  A  Business  Day ends at 4:00  p.m.  New York  time,  or,  if
         earlier,  the time  trading on the New York Stock  Exchange  closes for
         that day.

         ERISA is the  Employee  Retirement  Income  Security  Act of  1974,  as
         amended.

         The IRC is the Internal Revenue Code of 1986, as amended.

         A Valuation Day is a day on which the dollar values of the Accumulation
         Units  in  the  CREF  Accounts  are  established.   The  procedure  for
         determining Valuation Days is contained in the Rules of the Fund.


The following is added to the Premium Amount provision:

         You may  allocate any whole  number  percentage  of a premium to a CREF
         Account. CREF will credit your premiums among the Accounts according to
         the most recent instructions CREF has received from you.


A new option is added to the Income Options provision:

         Minimum Distribution  Annuity. This Income Option is designed to enable
         you to meet the minimum  distribution  requirements  under  federal tax
         law. A payment will be made to you each year until your Accumulation is
         entirely  paid out, or until your prior death.  If required to meet the
         minimum distribution  requirements,  an initial payment will be made on
         the Annuity Starting Date, generally on or before the April 1 following
         the  calendar  year in which you reach age 70 1/2.  This option may not
         provide a lifetime income in all situations.
                  If you die before the Accumulation has been entirely paid out,
         a death benefit equal to the remaining Accumulation will be paid to the
         Beneficiary you name when electing this option.
                  This option is only  available  when you must begin  receiving
         income in order to avoid penalties under federal tax law.


The Naming Your Beneficiary provision is modified by the following:

         If you die prior to the  Annuity  Starting  Date never  having  named a
         Beneficiary,  your estate and your surviving spouse, if any, become the
         Beneficiaries as follows:


                  A)       if you leave no surviving spouse, the Death Benefit 
                           will be paid to your estate in one sum;



<PAGE>



ENDORSEMENT TO YOUR CREF SUPPLEMENTAL
RETIREMENT UNIT-ANNUITY CERTIFICATE
- --------------------------------------------------------------------------------

                  B)       if you leave a surviving  spouse,  your  spouse  will
                           receive a Death Benefit,  payable under one of
                           the  Methods  of  Payment,  which  is  the  actuarial
                           equivalent  of one-half of your  Accumulation,  as of
                           the date Death  Benefit  payments  are paid or begin.
                           The  remainder of your  Accumulation  will be paid to
                           your estate in one sum.


The following is added to the Methods of Payment of the Death Benefit provision:

         In accordance with federal tax law requirements,  a fixed or guaranteed
         period  chosen  under  any  Method  of  Payment  may  not  exceed  your
         Beneficiary's life expectancy.  The Death Benefit must be applied under
         a chosen  Method of Payment  within one year of the date of your death;
         otherwise  payments will be made to your  Beneficiary  beginning on the
         first day of the month in which the first  anniversary  of your date of
         death occurs,  under the  Unit-Annuity  for a Fixed Period method for a
         period of five years with payments made annually.


A new method is added to the Methods of Payment of the Death Benefit provision:

         Minimum  Distribution  Annuity.  This  Method of Payment is designed to
         enable your Beneficiary to meet the minimum  distribution  requirements
         under  federal  tax law.  A  payment  will be made for each year that a
         distribution is required until your  Accumulation is entirely paid out,
         or until the  prior  death of your  Beneficiary.  This  method  may not
         provide a lifetime income in all situations.
                  If your  Beneficiary  dies before your  Accumulation  has been
         entirely paid out, the remaining  accumulation  will be paid in one sum
         to the payee named to receive it.


The Transfers provision is replaced with:

         You  may  apply  some  or all of your  Accumulation  Units  from a CREF
         Account under your certificate:  (a) to purchase  Accumulation Units in
         one of the  other  CREF  Accounts  under  your  certificate,  or (b) to
         purchase a TIAA fixed-dollar annuity.
                  If you choose to Transfer,  we will pay your Accumulation,  or
                  any part  thereof  not less than  $1,000.  
                  All values  will be determined as of the end of the Business
                  Day in which CREF has received, in a form acceptable to CREF:

                  A)   your request for a Transfer; and
                  B)   when required by law, if your  Accumulation is subject to
                       the ERISA requirements described in the Spouse's Right to
                       Benefits  provision below, a Waiver of Spouse's Rights or
                       proof that you are not married.


<PAGE>



ENDORSEMENT TO YOUR CREF SUPPLEMENTAL
RETIREMENT UNIT-ANNUITY CERTIFICATE
- --------------------------------------------------------------------------------

                  You may  choose to defer the  effective  date of the  Transfer
         until the last day of any month  following the date on which we receive
         the above requirements, and all values will be determined as of the end
         of such effective date.
                  The  request  for a  Transfer  cannot  be  revoked  after  the
                  effective  date of such  Transfer.  If you  Transfer to a TIAA
                  annuity, you will have the same rights under the TIAA contract
                  as any person
         then being issued a similar contract.
                  The number of your  Accumulation  Units will be reduced by the
         number of units  Transferred.  If all of your Accumulation  Units under
         your  certificate are withdrawn as a Transfer,  all obligations of CREF
         to you under this  certificate are fulfilled.  CREF may limit Transfers
         from each Account to not more than one in each calendar quarter.

Provisions on Spouse's Rights to Benefits is added:

         Spouse's Rights to Benefits.  If

                  A)   you are married, and
                  B)   all or part  of  your  Accumulation  is  attributable  to
                       contributions   made   under   a   retirement   plan   or
                       tax-deferred annuity plan subject to ERISA, and
                  C)   a  plan  contribution  has been paid on your behalf after
                       August 22, 1984,

         then, only to the extent  required by the IRC or ERISA,  your rights to
         choose an Income  Option,  name a  Beneficiary  for the Death  Benefit,
         receive a Lump-sum Benefit, or Transfer are restricted by the rights of
         your spouse to benefits as follows:

                  Spouse's Survivor  Retirement  Benefit.  If you are married on
                  the Annuity  Starting  Date,  your Income Benefit must be paid
                  under a  Survivor  Unit-Annuity  Option  with  your  spouse as
                  Second Participant.

                  Spouse's Survivor Death Benefit. If you die before the Annuity
                  Starting Date and your spouse survives you, the payment of the
                  Death  Benefit  to your named  Beneficiary  is subject to your
                  spouse's  right to receive a Death  Benefit of a  Unit-Annuity
                  which  is  the  actuarial  equivalent  as  of  the  date  such
                  Unit-Annuity begins of one-half of your Accumulation,  if any,
                  attributable  to  contributions  made under a plan  subject to
                  ERISA.

                  Your  spouse  may  consent to a waiver of his or her rights to
         these benefits, as explained in the following section.

         WAIVER OF SPOUSE'S RIGHTS.  Your spouse must consent to a waiver of his
         or her rights to survivor  benefits before you can choose:

                  A) an Income  Option other than a Survivor  Unit-Annuity  with
                  your spouse as Second  Participant;  






<PAGE>



ENDORSEMENT TO YOUR CREF SUPPLEMENTAL
RETIREMENT UNIT-ANNUITY CERTIFICATE
- --------------------------------------------------------------------------------

                 B) Beneficiaries  who are not your spouse for more than half of
                 the Death Benefit;  
                 C) a  Lump-sum Benefit;  or 
                 D) to the extent such waiver is required by law, a Transfer.

         In order to waive  the  rights to  spousal  survivor  benefits  we must
         receive,  in form  satisfactory to CREF, your spouse's written consent,
         or verification that your spouse cannot be located.  A waiver of rights
         with respect to an Income Option may be made by you and consented to by
         your spouse no earlier than 90 days before the Annuity Starting Date. A
         waiver of the Survivor Death Benefit may not be effective if it is made
         prior to the plan year in which you reach age 35, or, if earlier,  your
         separation from service of your Employer. Generally, a waiver of rights
         with  respect  to the  portion  of the  Accumulation  to be used  for a
         Lump-sum Benefit or Transfer may be made no earlier than 90 days before
         the effective date of such Lump-sum Benefit or Transfer.
                  Verification  of your marital status may be required,  in form
         satisfactory to CREF, for purposes of establishing your spouse's rights
         to  benefits  or a waiver of these  rights.  You may revoke a waiver of
         your spouse's rights to benefits at any time during your lifetime. Your
         spouse may not revoke a consent after the consent has been given.


The Procedure for Election and Changes provision is replaced by:

         An election or change may be made, in accordance with the terms of your
         certificate,  by written  notice  satisfactory  to CREF. No such notice
         will take  effect  unless it is  received by CREF at its home office in
         New York, NY. Any notice of change in Beneficiary or other person named
         to  receive  payments  will take  effect as of the date it was  signed,
         whether  or not the  signer is living at the time we  received  it. Any
         other notice will take effect as of the date it is received. Any action
         taken  by CREF in good  faith  before  receiving  the  notice  will not
         subject  CREF to liability  even though our acts were  contrary to what
         was stated in the notice.


The following General Provisions are added:

         Restrictions  on  Distribution  of  Accumulation  Arising from Elective
         Deferrals.  This  certificate  may be used  as  part of a  tax-deferred
         annuity plan as specified under IRC Section 403(b).  IRC Section 403(b)
         prohibits the  distribution,  in accordance  with the provisions of the
         contract, to you of the portion, if any, of your Accumulation equal to:

                  A)   amounts  attributable  to  funds  transferred   to   this
                       certificate from a custodial  account  established  under
                       IRC Section 403(b)(7); plus
                  B)   amounts  attributable  to premiums paid to an IRC Section
                       403(b)(1) annuity contract as elective  deferrals under a
                       salary  reduction  agreement  (within  the meaning of IRC
                       Section 403(b)(11)); less




<PAGE>



ENDORSEMENT TO YOUR CREF SUPPLEMENTAL
RETIREMENT UNIT-ANNUITY CERTIFICATE
- --------------------------------------------------------------------------------


                  C)   the value, if any, of the amounts described in (B) 
                       determined as of December 31, 1988; 

until you:

                  (1) reach age 59 1/2;
                  (2) separate from service of the employer under whose plan the
                  aforementioned  portion is  attributable;  
                  (3) die; 
                  (4) become  disabled  within  the  meaning   of  IRC  Section
                  72(m)(7);  or 
                  (5) encounter  financial  "hardship"  within  the  meaning  of
                  IRC Section 403(b).

         In the case of hardship,  IRC Section 403(b) requires that any earnings
         credited  after  December 31, 1988 and, in addition  any  contributions
         paid after December 31, 1988 to a custodial  account  established under
         IRC Section  403(b)(7) that are not elective  deferrals  under a salary
         reduction agreement, will not be available for distribution.
                  Any  request  for an early  withdrawal  due to  disability  or
         hardship must be submitted  with evidence of the disability or hardship
         on forms satisfactory to CREF and not inconsistent with applicable law.
         An individual shall be considered to be disabled if he or she is unable
         to  engage  in  any  substantial  gainful  activity  by  reason  of any
         medically  determinable  physical  or  mental  impairment  which can be
         expected to result in death or to be of  long-continued  and indefinite
         duration.


         Compliance  with  Laws  and  Regulations.  CREF  will  administer  this
         certificate to comply with all laws and  regulations  pertaining to the
         terms and conditions of this certificate. If this certificate conflicts
         with any  applicable  law or  regulation,  such law or regulation  will
         prevail.
                  The  choice  of  Income   Option,   Annuity   Starting   Date,
         Beneficiary,  Second  Participant,  Method  of  Payment  of  the  Death
         Benefit, and the availability of Lump-sum Benefits and Transfers as set
         forth in this  certificate are subject to the applicable  restrictions,
         distribution requirements, and incidental benefit requirements of ERISA
         and the IRC, and any rulings and regulations issued under ERISA and the
         IRC.

                                                            /s/John H. Biggs
                                                               -------------
                                                                Chairman and
                                                         Chief Executive Officer





                        COLLEGE RETIREMENT EQUITIES FUND

                                     (CREF)

                   730 Third Avenue, New York, New York 10017

             ENDORSEMENT TO CREF RETIREMENT UNIT-ANNUITY CERTIFICATE

                          Effective Date: July 1, 1992

This  endorsement  adds the  following to the  corresponding  provisions of your
certificate  and/or adds the  following  provisions  to your  certificate.  This
endorsement is to be read in conjunction with your certificate.

                          CREF GLOBAL EQUITIES ACCOUNT

As of the effective date, CREF  maintains,  in addition to its other  investment
Accounts, the Global Equities Account.

The CREF GLOBAL  EQUITIES  ACCOUNT  maintains a broadly  diversified  investment
portfolio  consisting  primarily of foreign and  domestic  common  stocks.  This
Account maintains  separate  Accumulation Unit and Annuity Unit values. All CREF
Annuity Income Options and Methods of Payment of the Death Benefit are available
from the Global Equities Account.  The Rules of the Fund may limit your right to
allocate premiums to this Account,  Transfer funds to this Account, or choose an
Income Option from this Account.  CREF may delete the Global Equities Account or
stop providing Unit-Annuities in the Global Equities Account.

                          RESTRICTIONS ON DISTRIBUTION
                 OF ACCUMULATION ARISING FROM ELECTIVE DEFERRALS

This certificate may be used as part of a tax-deferred annuity plan as specified
under IRC Section 403(b).  IRC Section 403(b)  prohibits the distribution to you
of the portion, if any, of your Accumulation equal to:

     A)   amounts  attributable to funds  transferred to this certificate from a
          custodial account established under IRC Section 403(b)(7); plus

     B)   amounts  attributable  to premiums  paid to an IRC  Section  403(b)(1)
          annuity  contract  as  elective  deferrals  under a  salary  reduction
          agreement (within the meaning of IRC Section 403(b)(11)); less

     C)   the value,  if any, of the amounts  described in (B)  determined as of
          December 31, 1988; until you:

          (1)  attain age 59 1/2;
          (2)  separate  from  service  of the  employer  under  whose  plan the
               aforementioned portion is attributable;
          (3)  die; or
          (4)  become disabled within the meaning of IRC Section 72(m)(7).

Any request for an early  withdrawal  due to disability  must be submitted  with
evidence of the disability on forms  satisfactory  to CREF and not  inconsistent
with applicable law.

                                                      CHAIRMAN AND
                                                CHIEF EXECUTIVE OFFICER






                        COLLEGE RETIREMENT EQUITIES FUND

                                     (CREF)

                 730 Third Avenue, New York, New York 10017-3206

            ENDORSEMENT TO CREF RETIREMENT UNIT-ANNUITY CERTIFICATES

                        Effective Date: [--------, 1993]

This  endorsement is part of your  agreement with CREF,  which also includes any
prior  endorsements.  The purpose of an  endorsement  is to make  changes to the
provisions of your certificate.  Please read this endorsement, then attach it to
your certificate.

A new option is added to the INCOME OPTIONS provision:

     MINIMUM DISTRIBUTION  ANNUITY. This Income Option is designed to enable you
     to meet the  minimum  distribution  requirements  under  federal tax law. A
     payment will be made to you each year until your  Accumulation  is entirely
     paid out,  or until your  prior  death.  If  required  to meet the  minimum
     distribution  requirements,  an initial payment will be made on the Annuity
     Starting  Date,  generally on or before the April 1 following  the calendar
     year in which you reach age 70 1/2.  This option may not provide a lifetime
     income in all situations.

          If you die before the Accumulation has been entirely paid out, a death
     benefit equal to the remaining Accumulation will be paid to the Beneficiary
     you name when electing this option.

          This option is only available when you must begin receiving  income in
     order to avoid penalties under federal tax law.

The UNIT-ANNUITY  FOR A FIXED PERIOD portion of the INCOME OPTIONS  provision is
replaced with the following:

     UNIT-ANNUITY  FOR A FIXED PERIOD.  A payment will be made to you each month
     for a fixed  period  of not less than two nor more than  thirty  years,  as
     chosen.  At the end of the period chosen, no further payments will be made.
     If you die before the end of the period chosen,  the monthly  payments will
     continue to the end of that period,  as explained  in your  certificate.  A
     Unit-Annuity  for a Fixed  Period is subject to the terms set forth in your
     certificate  for the other types of  Unit-Annuities.  The Rules of the Fund
     may limit your right to receive a Unit-Annuity for a Fixed Period.

The term TERMINATION OF EMPLOYMENT is replaced with the following:

     TERMINATION  OF  EMPLOYMENT  IS a  bona  fide  cessation  of an  employment
     relationship  with  your  Employer.  Dissolution  or  modification  of  the
     Retirement  Plan;  changes  in the name


<PAGE>

     or affiliation of your  Employer;  leaves of absence,  with or without pay;
     vacations; or other events not in fact a termination of employment will not
     be considered a Termination of Employment.

Two new  methods  are added to the  METHODS  OF  PAYMENT  of the  DEATH  BENEFIT
provision:

     SINGLE-SUM  PAYMENT.  The Death Benefit will be paid to your Beneficiary in
     one sum.

     MINIMUM DISTRIBUTION  ANNUITY. This Method of Payment is designed to enable
     your  Beneficiary  to meet  the  minimum  distribution  requirements  under
     federal tax law. A payment  will be made for each year that a  distribution
     is required  until your  Accumulation  is  entirely  paid out, or until the
     prior  death of your  Beneficiary.  This  method may not provide a lifetime
     income in all situations.

          If your  Beneficiary  dies before your  Accumulation has been entirely
     paid out, the remaining  accumulation  will be paid in one sum to the payee
     named to receive it.

The LUMP-SUM BENEFITS provision is replaced with the following:

     1.  AVAILABILITY OF LUMP-SUM  BENEFITS.  On or before the Annuity  Starting
     Date you may choose to withdraw,  as a Lump-sum  Benefit,  all or part of a
     specified  Account's  Accumulation  Units.  The Rules of the Fund may limit
     your right to a Lump-sum  Benefit.  Any choice of Lump-sum  Benefit must be
     made by written notice to CREF.

          If you are married  and your  Accumulation  is subject to ERISA,  your
     right to receive a Lump-sum Benefit is subject to the rights of your spouse
     as described in your certificate.

     2. PAYMENT OF THE LUMP-SUM BENEFIT. If you choose the Lump-sum Benefit, the
     minimum  amount you may withdraw as a Lump-sum  Benefit from a CREF Account
     is $1,000,  or, if less, the value of all Accumulation Units in an Account.
     All values will be  determined  as of the end of the  Business Day in which
     CREF has received, in a form acceptable to CREF:

     A.   your request for a Lump-sum Benefit;

     B.   verification  of your  eligibility  for a Lump-sum  Benefit  for those
          Accumulation Units purchased by premiums remitted on your behalf under
          a Retirement Plan; and

     C.   if your Accumulation is subject to the ERISA requirements described in
          your  certificate,  a Waiver of  Spouse's  Rights and  consent to that
          waiver by your spouse, or proof that you are not married.

          You may choose to defer the  effective  date of the  Lump-sum  Benefit
     until the last day of any month  following the date on which we receive the
     above requirements, and all values will be determined as of the end of such
     effective date. The request for a Lump-sum  Benefit cannot be revoked after
     the effective date of such Lump-sum Benefit.
<PAGE>

          If all of your Accumulation Units under this certificate are withdrawn
     as  a  Lump-sum  Benefit,  all  obligations  of  CREF  to  you  under  this
     certificate are fulfilled.

The portion of the  TRANSFERS  provision  relating to  frequency of transfers is
modified to read as follows:

         CREF may limit Transfers from each Account to not more than one in each
calendar quarter.

                                                      CHAIRMAN AND
                                                CHIEF EXECUTIVE OFFICER



Endorsement to Your CREF
Retirement Unit-Annuity Certificate
- --------------------------------------------------------------------------------

                        COLLEGE RETIREMENT EQUITIES FUND
                                     (CREF)
                 730 Third Avenue, New York, New York 10017-3206

             Endorsement to CREF Retirement Unit-Annuity Certificate

This  endorsement  is  part of your  agreement  with  CREF.  The  purpose  of an
endorsement  is to make changes to the  provisions of your  certificate.  Please
read this endorsement in conjunction with your certificate.


Provisions regarding the CREF Accounts are added:

         Accounts.  CREF maintains the following five investment  Accounts, each
         with its own distinct  investment portfolio:

                  The  CREF  Stock  Account  maintains  a  broadly   diversified
                  portfolio consisting primarily of common stocks.

                  The CREF Money Market Account maintains a portfolio consisting
                  primarily  of  short-term  debt  securities  and money  market
                  instruments.

                  The CREF Bond Market Account maintains a portfolio  consisting
                  primarily of investment grade fixed income securities.

                  The  CREF  Social   Choice   Account   maintains  a  portfolio
                  consisting primarily of common stocks,  investment grade fixed
                  income securities, and short-term debt securities.

                  The  CREF  Global   Equities   Account   maintains  a  broadly
                  diversified  portfolio  consisting  primarily  of foreign  and
                  domestic common stocks.

         In the future,  CREF may establish other Accounts with other investment
         portfolios.

         Deletion of a CREF Account or a Unit-Annuity.  CREF may delete the CREF
         Bond Market Account,  the CREF Social Choice  Account,  the CREF Global
         Equities Account, and any future Account. Also, CREF may stop providing
         Unit-Annuities in the CREF Social Choice Account,  CREF Global Equities
         Account or in any future Account.

                  Accumulation. If you have Accumulation Units in a CREF Account
                  that is  deleted,  you  must  transfer  them to  another  CREF
                  Account.  If you do not make


<PAGE>



ENDORSEMENT TO YOUR CREF SUPPLEMENTAL
RETIREMENT UNIT-ANNUITY CERTIFICATE
- --------------------------------------------------------------------------------

                  a choice, CREF will transfer your Accumulation in such Account
                  to the CREF Money Market Account.

                  Unit-Annuity.  If a  CREF  Account  is  deleted  or if a  CREF
                  Account stops providing  Unit-Annuities,  any Annuity Units in
                  such Account must be converted to a Unit-Annuity  in any other
                  CREF Account that  maintains  Annuity  Units.  If no choice is
                  made, any  Unit-Annuity  in the Account will be converted to a
                  Unit-Annuity in the CREF Money Market  Account.  All elections
                  and  choices  made in  connection  with an Income  Option or a
                  Method of Payment of the Death Benefit and in effect as of the
                  date of  conversion  will  remain  in  effect.  The  number of
                  Annuity  Units in the  Account  to which the  Unit-Annuity  is
                  converted  will be determined in accordance  with the Rules of
                  the Fund.

The Accumulation Units provision is replaced with:

         Each CREF Account  maintains a separate  Accumulation  Unit value.  The
         current value of each Account's Accumulation Unit is based generally on
         the market value of that Account's  investments  and will be determined
         in accordance with the Rules of the Fund.

The following is added to the Annuity Starting Date provision:

         Your Annuity  Starting  Date may not be deferred  beyond April 1 of the
         calendar  year  following  the calendar year in which you attain age 70
         1/2.

The following is added to the Annuity Units provision:

         The CREF Stock, CREF Money Market,  CREF Social Choice, and CREF Global
         Equities  Accounts  each  maintain  separate  Annuity  Units.  All CREF
         Annuity  Income Options and Methods of Payment of the Death Benefit are
         available from these  Accounts.  For  Accumulation  Units  purchased by
         premiums remitted on your behalf under a Retirement Plan, your right to
         choose an Income  Option  from the CREF  Social  Choice or CREF  Global
         Equities  Accounts or any future  Account may be limited in  accordance
         with the Rules of the Fund.

The Transfer term in the Terms Used in this Certificate is replaced with:

         A Transfer is the use of the value of some or all of your  Accumulation
         Units to purchase  fixed-dollar benefits under a TIAA annuity contract,
         to purchase  Accumulation Units in another CREF Account, or to purchase
         benefits  through another Funding Vehicle.  The conditions  applying to
         Transfers are set forth below.




<PAGE>



ENDORSEMENT TO YOUR CREF SUPPLEMENTAL
RETIREMENT UNIT-ANNUITY CERTIFICATE
- --------------------------------------------------------------------------------

The following Terms Used in This Certificate are added:

         A Business Day is any day that the New York Stock  Exchange is open for
         trading.  A  Business  Day ends at 4:00  p.m.  New York  time,  or,  if
         earlier,  the time  trading on the New York Stock  Exchange  closes for
         that day.

         Employer.  Your  Employer is the  organization  that remits premiums to
         this  certificate. More than one Employer may have remitted premiums to
         this certificate.

         ERISA is the  Employee  Retirement  Income  Security  Act of  1974,  as
         amended.

         A Funding  Vehicle is an annuity or an investment  fund  established to
         provide  retirement  benefits from monies  remitted  under a Retirement
         Plan.

         The IRC is the Internal Revenue Code of 1986, as amended.

         A  Retirement  Plan is an  Employer's  plan,  qualified  under  Section
         401(a),  403(a),  or 403(b)  of the  Internal  Revenue  Code of 1986 as
         amended, for providing retirement benefits for employees.

         A Valuation Day is a day on which the dollar values of the Accumulation
         Units  in  the  CREF  Accounts  are  established.   The  procedure  for
         determining Valuation Days is contained in the Rules of the Fund.


The following is added to the Premium Amount provision:

         You may  allocate any whole  number  percentage  of a premium to a CREF
         Account. CREF will credit your premiums among the Accounts according to
         the most recent  instructions  CREF has received from you. For premiums
         remitted on your  behalf as part of a  Retirement  Plan,  your right to
         allocate  such  premiums to the CREF Bond Market  Account,  to the CREF
         Social Choice Account, to the CREF Global Equities Account,  and to any
         future CREF Account may be limited in accordance  with the Rules of the
         Fund.

Two new options are added to the Income Options provision. The first option, the
Unit-Annuity for a Fixed Period, does not provide a lifetime income for you. The
second  option,  the Minimum  Distribution  Annuity,  may not provide a lifetime
income in all  situations;  however,  this option may be  converted to an option
that provides a lifetime income, subject to federal tax law limitations.

         Unit-Annuity  for a Fixed  Period.  A payment  will be made to you each
         month for a fixed  period  of not less  than two nor more  than  thirty
         years, as chosen.  At the end of the period chosen, no further payments
         will be made.  If you die  before  the end of the  period  chosen,  the
         monthly payments will continue to the end of that period,  as explained


<PAGE>



ENDORSEMENT TO YOUR CREF SUPPLEMENTAL
RETIREMENT UNIT-ANNUITY CERTIFICATE
- --------------------------------------------------------------------------------

         in your  certificate.  A Unit-Annuity  for a Fixed Period is subject to
         the  terms  set  forth  in your  certificate  for the  other  types  of
         Unit-Annuities. The Rules of the Fund may limit your right to receive a
         Unit-Annuity for a Fixed Period.

         Minimum Distribution  Annuity. This Income Option is designed to enable
         you to meet the minimum  distribution  requirements  under  federal tax
         law. A payment will be made to you each year until your Accumulation is
         entirely  paid out, or until your prior death.  If required to meet the
         minimum distribution  requirements,  an initial payment will be made on
         the Annuity Starting Date, generally on or before the April 1 following
         the calendar year in which you reach age 70 1/2.
                  If you die before the Accumulation has been entirely paid out,
         a death benefit equal to the remaining Accumulation will be paid to the
         Beneficiary you name when electing this option.
                  This option is only  available  when you must begin  receiving
         income in order to avoid penalties under federal tax law.


The Naming Your Beneficiary provision is modified by the following:

         If you die prior to the  Annuity  Starting  Date never  having  named a
         Beneficiary,  your estate and your surviving spouse, if any, become the
         Beneficiaries as follows:

                  A)       if you leave no surviving  spouse,  the Death Benefit
                           will be paid to your estate in one sum;
                  B)       if you leave a  surviving  spouse,  your  spouse will
                           receive  a Death  Benefit,  payable  under one of the
                           Methods of Payment, which is the actuarial equivalent
                           of  one-half  of your  Accumulation,  as of the  date
                           Death  Benefit   payments  are  paid  or  begin.  The
                           remainder of your  Accumulation  will be paid to your
                           estate in one sum.


The following is added to the Methods of Payment of the Death Benefit provision:

         In accordance with federal tax law requirements,  a fixed or guaranteed
         period  chosen  under  any  Method  of  Payment  may  not  exceed  your
         Beneficiary's life expectancy.  The Death Benefit must be applied under
         a chosen  Method of Payment  within one year of the date of your death;
         otherwise  payments will be made to your  Beneficiary  beginning on the
         first day of the month in which the first  anniversary  of your date of
         death occurs,  under the  Unit-Annuity  for a Fixed Period method for a
         period of five years with payments made annually.


<PAGE>



ENDORSEMENT TO YOUR CREF SUPPLEMENTAL
RETIREMENT UNIT-ANNUITY CERTIFICATE
- --------------------------------------------------------------------------------

Two new  methods  are added to the  Methods  of  Payment  of the  Death  Benefit
provision:

         Single-sum Payment. The  Death Benefit will be paid to your Beneficiary
         in one sum.

         Minimum  Distribution  Annuity.  This  Method of Payment is designed to
         enable your Beneficiary to meet the minimum  distribution  requirements
         under  federal  tax law.  A  payment  will be made for each year that a
         distribution is required until your  Accumulation is entirely paid out,
         or until the  prior  death of your  Beneficiary.  This  method  may not
         provide a lifetime income in all situations.
                  If your  Beneficiary  dies before your  Accumulation  has been
         entirely paid out, the remaining  accumulation  will be paid in one sum
         to the payee named to receive it.

The provision on Transfers is replaced with:

         You may  Transfer  some or all of your  Accumulation  Units from a CREF
         Account under your certificate:  (a) to purchase  Accumulation Units in
         one of the other CREF Accounts under your certificate,  (b) to purchase
         a TIAA fixed-dollar annuity, or (c) to a Funding Vehicle not offered by
         CREF or TIAA.
                  For Accumulation  Units purchased by premiums remitted on your
         behalf under a Retirement Plan, your right to Transfer to the CREF Bond
         Market Account,  to the CREF Social Choice Account,  to the CREF Global
         Equities  Account,  to any  future  CREF  Account,  and/or to a Funding
         Vehicle not offered by CREF or TIAA, may be limited in accordance  with
         the Rules of the Fund.
                  If  you  choose to  Transfer,  we will pay your  Accumulation,
         or any part  thereof  not less than $1,000.
                  All values will be  determined  as of the end of the  Business
         Day in which CREF has received, in a form acceptable to CREF:

                  A)   your request for a Transfer; and
                  B)   when required by law, if your  Accumulation is subject to
                       the ERISA requirements described in the Spouse's Right to
                       Benefits  provision below, a Waiver of Spouse's Rights or
                       proof that you are not married.

                  You may  choose to defer the  effective  date of the  Transfer
         until the last day of any month  following the date on which we receive
         the above requirements, and all values will be determined as of the end
         of such effective date.
                  The  request  for a  Transfer  cannot  be  revoked  after  the
                  effective  date of such  Transfer.  If you  Transfer to a TIAA
                  annuity, you will have the same rights under the TIAA contract
                  as any
         person then being issued a similar contract.
                  The number of your  Accumulation  Units will be reduced by the
         number of units  Transferred.  If all of your Accumulation  Units under
         your  certificate are withdrawn as a Transfer,  all obligations of CREF
         to you under this  certificate are fulfilled.  CREF may limit Transfers
         from each Account to not more than one in each calendar quarter.


<PAGE>



ENDORSEMENT TO YOUR CREF SUPPLEMENTAL
RETIREMENT UNIT-ANNUITY CERTIFICATE
- --------------------------------------------------------------------------------

A provision on LUMP-SUM BENEFITS is added:

         AVAILABILITY OF LUMP-SUM  BENEFITS.  On or before the Annuity  Starting
         Date you may choose to withdraw,  as a Lump-sum Benefit, all or part of
         a specified  Account's  Accumulation  Units.  The Rules of the Fund may
         limit your right to a Lump-sum Benefit.  Any choice of Lump-sum Benefit
         must be made by written notice to CREF.
                  If you are married and your  Accumulation is subject to ERISA,
         your right to  receive a  Lump-sum  Benefit is subject to the rights of
         your  spouse as  described  in your  certificate.  Federal  tax law may
         restrict   distributions  before  age  59  1/2,  as  described  in  the
         Restrictions  on  Distribution  of  Accumulation  Arising from Elective
         Deferrals provision below.

         PAYMENT OF THE LUMP-SUM  BENEFIT.  If you choose the Lump-sum  Benefit,
         the minimum  amount you may withdraw as a Lump-sum  Benefit from a CREF
         Account is $1,000,  or, if less, the value of all Accumulation Units in
         an Account. All values will be determined as of the end of the Business
         Day in which CREF has received, in a form acceptable to CREF:

                  A)   your request for a Lump-sum Benefit;
                  B)   verification of your  eligibility for a Lump-sum  Benefit
                       for  those   Accumulation  Units  purchased  by  premiums
                       remitted on your behalf under a Retirement Plan; and
                  C)   if your Accumulation is subject to the ERISA requirements
                       described  in your  certificate,  a  Waiver  of  Spouse's
                       Rights and  consent  to that  waiver by your  spouse,  or
                       proof that you are not married.

                  You may  choose to defer the  effective  date of the  Lump-sum
         Benefit until the last day of any month  following the date on which we
         receive the above requirements, and all values will be determined as of
         the end of such effective date.
                  The request for a Lump-sum Benefit cannot be revoked after the
         effective date of such Lump-sum Benefit.
                  If all of your  Accumulation  Units under this certificate are
         withdrawn as a Lump-sum  Benefit,  all obligations of CREF to you under
         this certificate are fulfilled.


A provision on SPOUSE'S RIGHTS TO BENEFITS is added:

         Spouse's Rights to Benefits.  If

                  A)   you are married, and
                  B)   all or part  of  your  Accumulation  is  attributable  to
                       contributions   made   under   a   retirement   plan   or
                       tax-deferred annuity plan subject to ERISA, and
                  C)   a plan contribution has been paid on  your  behalf  after
                       August 22, 1984,


<PAGE>



ENDORSEMENT TO YOUR CREF SUPPLEMENTAL
RETIREMENT UNIT-ANNUITY CERTIFICATE
- --------------------------------------------------------------------------------


         then, only to the extent  required by the IRC or ERISA,  your rights to
         choose an Income  Option,  name a  Beneficiary  for the Death  Benefit,
         receive  a  Lump-sum   Benefit,   or  Transfer  your  Accumulation  are
         restricted by the rights of your spouse to benefits as follows:

                  SPOUSE'S SURVIVOR  RETIREMENT  BENEFIT.  If you are married on
                  the Annuity  Starting  Date,  your Income Benefit must be paid
                  under a  Survivor  Unit-Annuity  Option  with  your  spouse as
                  Second Participant.

                  SPOUSE'S SURVIVOR DEATH BENEFIT. If you die before the Annuity
                  Starting Date and your spouse survives you, the payment of the
                  Death  Benefit  to your named  Beneficiary  is subject to your
                  spouse's  right to receive a Death  Benefit of a  Unit-Annuity
                  which  is  the  actuarial  equivalent  as  of  the  date  such
                  Unit-Annuity begins of one-half of your Accumulation,  if any,
                  attributable  to  contributions  made under a plan  subject to
                  ERISA.

                  Your  spouse  may  consent to a waiver of his or her rights to
         these benefits, as explained in the following section.

         WAIVER  OF  SPOUSE'S  RIGHTS.  Your  spouse  must  consent  to a waiver
         of his or her  rights to  survivor benefits before you can choose:

                  A) an Income  Option other than a Survivor  Unit-Annuity  with
                  your spouse as Second  Participant;  
                  B) Beneficiaries who are not your spouse for more than half of
                  the Death Benefit; 
                  C) a Lump-sum Benefit;  or 
                  D) to the extent such waiver is required by law, a Transfer.

         In order to waive  the  rights to  spousal  survivor  benefits  we must
         receive,  in form  satisfactory to CREF, your spouse's written consent,
         or verification that your spouse cannot be located.  A waiver of rights
         with respect to an Income Option may be made by you and consented to by
         your spouse no earlier than 90 days before the Annuity Starting Date. A
         waiver of the Survivor Death Benefit may not be effective if it is made
         prior to the plan year in which you reach age 35, or, if earlier,  your
         separation from service of your Employer. Generally, a waiver of rights
         with  respect  to the  portion  of the  Accumulation  to be used  for a
         Lump-sum Benefit or Transfer may be made no earlier than 90 days before
         the effective date of such Lump-sum Benefit or Transfer.
                  Verification  of your marital status may be required,  in form
         satisfactory to CREF, for purposes of establishing your spouse's rights
         to  benefits  or a waiver of these  rights.  You may revoke a waiver of
         your spouse's rights to benefits at any time during your lifetime. Your
         spouse may not revoke a consent after the consent has been given.




<PAGE>



ENDORSEMENT TO YOUR CREF SUPPLEMENTAL
RETIREMENT UNIT-ANNUITY CERTIFICATE
- --------------------------------------------------------------------------------

The Procedure for Elections and Changes provision is replaced by:

         An election or change may be made, in accordance with the terms of your
         certificate,  by written  notice  satisfactory  to CREF. No such notice
         will take  effect  unless it is  received by CREF at its home office in
         New York, NY. Any notice of change in Beneficiary or other person named
         to  receive  payments  will take  effect as of the date it was  signed,
         whether  or not the  signer is living at the time we  received  it. Any
         other notice will take effect as of the date it is received. Any action
         taken  by CREF in good  faith  before  receiving  the  notice  will not
         subject  CREF to liability  even though our acts were  contrary to what
         was stated in the notice.


The following General Provisions are added:

         CREF's  Right to Split  Your  Certificate.  If your right to a Lump-sum
         Benefit,  a  Unit-Annuity  for a Fixed  Period,  or a Transfer does not
         apply uniformly to all your Accumulation Units, CREF reserves the right
         to  split  your  certificate  into  two or more  CREF  certificates.  A
         Lump-sum  Benefit,  a  Unit-Annuity  for a Fixed  Period,  and  certain
         Transfers  may not be  available  to you  until  CREF  has  split  your
         certificate.

         Restrictions  on  Distribution  of  Accumulation  Arising from Elective
         Deferrals.  This  certificate  may be used  as  part of a  tax-deferred
         annuity plan as specified under IRC Section 403(b).  IRC Section 403(b)
         prohibits the  distribution,  in accordance  with the provisions of the
         contract, to you of the portion, if any, of your Accumulation equal to:

                   A)  amounts   attributable   to  funds  transferred  to  this
                       certificate  from a  custodial  account established under
                       IRC Section 403(b)(7); plus
                   B)  amounts  attributable  to premiums paid to an IRC Section
                       403(b)(1) annuity contract as elective  deferrals under a
                       salary  reduction  agreement  (within  the meaning of IRC
                       Section 403(b)(11)); less
                   C) the  value,  if  any,  of  the  amounts  described  in (B)
                      determined as of December 31, 1988; until you:

                  (1)  reach age 59 1/2;
                  (2)  separate  from service of the  employer  under whose plan
                       the aforementioned portion is attributable;
                  (3)  die;
                  (4)  become   disabled  within  the  meaning  of  IRC  Section
                  72(m)(7);  or (5) encounter  financial  "hardship"  within the
                  meaning of IRC Section 403(b).

         In the case of hardship,  IRC Section 403(b) requires that any earnings
         credited  after  December 31, 1988 and, in addition  any  contributions
         paid after December 31, 1988 to a custodial  account  established under
         IRC Section  403(b)(7) that are not elective  deferrals  under a salary
         agreement, will not be available for distribution.





<PAGE>



ENDORSEMENT TO YOUR CREF SUPPLEMENTAL
RETIREMENT UNIT-ANNUITY CERTIFICATE
- --------------------------------------------------------------------------------


                  Any  request  for an early  withdrawal  due to  disability  or
         hardship must be submitted  with evidence of the disability or hardship
         on forms satisfactory to CREF and not inconsistent with applicable law.
         An individual shall be considered to be disabled if he or she is unable
         to  engage  in  any  substantial  gainful  activity  by  reason  of any
         medically  determinable  physical  or  mental  impairment  which can be
         expected to result in death or to be of  long-continued  and indefinite
         duration.


         Compliance  with  Laws  and  Regulations.  CREF  will  administer  this
         certificate to comply with all laws and  regulations  pertaining to the
         terms and conditions of this certificate. If this certificate conflicts
         with any  applicable  law or  regulation,  such law or regulation  will
         prevail.
                  The  choice  of  Income   Option,   Annuity   Starting   Date,
         Beneficiary,  Second  Participant,  Method  of  Payment  of  the  Death
         Benefit, and the availability of Lump-sum Benefits and Transfers as set
         forth in this  certificate are subject to the applicable  restrictions,
         distribution requirements, and incidental benefit requirements of ERISA
         and the IRC, and any rulings and regulations issued under ERISA and the
         IRC.

                                                           /s/John H. Biggs
                                                              -------------
                                                              Chairman and
                                                         Chief Executive Officer




                        COLLEGE RETIREMENT EQUITIES FUND

                                     (CREF)

                   730 Third Avenue, New York, New York 10017

   ENDORSEMENT TO CREF GROUP SUPPLEMENTAL RETIREMENT UNIT-ANNUITY CERTIFICATE

                          Effective Date: July 1, 1992

This  endorsement  adds the  following to the  corresponding  provisions of your
certificate  and/or adds the  following  provisions  to your  certificate.  This
endorsement is to be read in conjunction with your certificate.

                          CREF GLOBAL EQUITIES ACCOUNT

As of the effective date, CREF  maintains,  in addition to its other  investment
Accounts, the Global Equities Account.

The CREF GLOBAL  EQUITIES  ACCOUNT  maintains a broadly  diversified  investment
portfolio  consisting  primarily of foreign and  domestic  common  stocks.  This
Account maintains  separate  Accumulation Unit and Annuity Unit values. All CREF
Annuity Income Options and Methods of Payment of the Death Benefit are available
from the Global Equities Account.  The Rules of the Fund may limit your right to
allocate premiums to this Account,  Transfer funds to this Account, or choose an
Income Option from this Account.  CREF may delete the Global Equities Account or
stop providing Unit-Annuities in the Global Equities Account.

                                                           CHAIRMAN AND
                                                     CHIEF EXECUTIVE OFFICER

ENDORSEMENT TO YOUR CREF GROUP SUPPLEMENTAL
RETIREMENT UNIT-ANNUITY CERTIFICATE PAGE 2 OF 2





                        COLLEGE RETIREMENT EQUITIES FUND
                                     (CREF)
                 730 Third Avenue, New York, New York 10017-3206

   ENDORSEMENT TO CREF GROUP SUPPLEMENTAL RETIREMENT UNIT-ANNUITY CERTIFICATE

                        Effective Date: [________, 1993]


This  endorsement is part of your  agreement with CREF,  which also includes any
prior  endorsements.  The purpose of an  endorsement  is to make  changes to the
provisions of your certificate.  Please read this endorsement, then attach it to
your certificate.


A new option is added to the INCOME OPTIONS provision:

         MINIMUM DISTRIBUTION  ANNUITY. This Income Option is designed to enable
         you to meet the minimum  distribution  requirements  under  federal tax
         law. A payment will be made to you each year until your Accumulation is
         entirely  paid out, or until your prior death.  If required to meet the
         minimum distribution  requirements,  an initial payment will be made on
         the Annuity Starting Date, generally on or before the April 1 following
         the  calendar  year in which you reach age 70 1/2.  This option may not
         provide a lifetime income in all situations.
                  If you die before the Accumulation has been entirely paid out,
         a death benefit equal to the remaining Accumulation will be paid to the
         Beneficiary you name when electing this option.
                  This option is only  available  when you must begin  receiving
         income in order to avoid penalties under federal tax law.


A new method is added to the METHODS OF PAYMENT of the DEATH BENEFIT provision:

         MINIMUM  DISTRIBUTION  ANNUITY.  This  Method of Payment is designed to
         enable your Beneficiary to meet the minimum  distribution  requirements
         under  federal  tax law.  A  payment  will be made for each year that a
         distribution is required until your  Accumulation is entirely paid out,
         or until the  prior  death of your  Beneficiary.  This  method  may not
         provide a lifetime income in all situations.
                  If your  Beneficiary  dies before your  Accumulation  has been
         entirely paid out, the remaining  accumulation  will be paid in one sum
         to the payee named to receive it.



<PAGE>



The portion of the  TRANSFERS  provision  relating to  frequency of transfers is
modified to read as follows:

         CREF may limit Transfers from each Account to not more than one in each
calendar quarter.

                                                        /s/John H. Biggs
                                                        ----------------
                                                           CHAIRMAN AND
                                                     CHIEF EXECUTIVE OFFICER





ENDORSEMENT TO YOUR CREF GROUP SUPPLEMENTAL
RETIREMENT UNIT-ANNUITY CERTIFICATE
- --------------------------------------------------------------------------------


                        COLLEGE RETIREMENT EQUITIES FUND
                                     (CREF)
                 730 Third Avenue, New York, New York 10017-3206

   Endorsement to CREF Group Supplemental Retirement Unit-Annuity Certificate

This  endorsement is part of your  agreement with CREF,  which also includes any
prior  endorsements.  The purpose of an  endorsement  is to make  changes to the
provisions of your certificate. Please read this endorsement in conjunction with
your certificate.

The following is added to the Accounts provision:

         CREF  maintains,  in addition  to its other  investment  Accounts,  the
         Global Equities Account.  This Account maintains separate  Accumulation
         Unit and  Annuity  Unit  values.  Your right to  allocate  premiums  or
         transfer  funds to this Account may be limited  under the terms of your
         Employer's Tax Deferred Annuity Plan.

                  The  CREF  Global   Equities   Account   maintains  a  broadly
                  diversified   investment  portfolio  consisting  primarily  of
                  foreign and domestic common stocks.

         Deletion of a CREF Account or a Unit-Annuity.  CREF may delete the CREF
         Bond Market Account,  the CREF Social Choice  Account,  the CREF Global
         Equities Account, and any future Account. Also, CREF may stop providing
         Unit-Annuities  in the CREF  Social  Choice  Account,  the CREF  Global
         Equities Account or in any future Account.

                  Accumulation. If you have Accumulation Units in a CREF Account
                  that is  deleted,  you  must  transfer  them to  another  CREF
                  Account.  If you do not make a choice, CREF will transfer your
                  Accumulation in such Account to the CREF Money Market Account.

                  Unit-Annuity.  If a  CREF  Account  is  deleted  or if a  CREF
                  Account stops providing  Unit-Annuities,  any Annuity Units in
                  such Account must be converted to a Unit-Annuity  in any other
                  CREF Account that  maintains  Annuity  Units.  If no choice is
                  made, any  Unit-Annuity  in the Account will be converted to a
                  Unit-Annuity in the CREF Money Market  Account.  All elections
                  and  choices  made in  connection  with an Income  Option or a
                  Method of Payment of the Death Benefit and in effect as of the
                  date of  conversion  will  remain  in  effect.  The  number of
                  Annuity  Units in the  Account  to which the  Unit-Annuity  is
                  converted  will be determined in accordance  with the Rules of
                  the Fund.



<PAGE>



ENDORSEMENT TO YOUR CREF GROUP SUPPLEMENTAL
RETIREMENT UNIT-ANNUITY CERTIFICATE
- --------------------------------------------------------------------------------

The following is added to the Annuity Units provision:

         The CREF Stock, CREF Money Market,  CREF Social Choice, and CREF Global
         Equities  Accounts  each  maintain  separate  Annuity  Units.  All CREF
         Annuity  Income Options and Methods of Payment of the Death Benefit are
         available  from these  Accounts.  Your right to choose an Income Option
         from the CREF  Social  Choice or CREF Global  Equities  Accounts or any
         future  Account may be limited under the terms of your  Employer's  Tax
         Deferred Annuity Plan.

A new option is added to the Income Options provision:

         Minimum Distribution  Annuity. This Income Option is designed to enable
         you to meet the minimum  distribution  requirements  under  federal tax
         law. A payment will be made to you each year until your Accumulation is
         entirely  paid out, or until your prior death.  If required to meet the
         minimum distribution  requirements,  an initial payment will be made on
         the Annuity Starting Date, generally on or before the April 1 following
         the  calendar  year in which you reach age 70 1/2.  This option may not
         provide a lifetime income in all situations.
                  If you die before the Accumulation has been entirely paid out,
         a death benefit equal to the remaining Accumulation will be paid to the
         Beneficiary you name when electing this option.
                  This option is only  available  when you must begin  receiving
         income in order to avoid penalties under federal tax law.

A new method is added to the Methods of Payment of the Death Benefit provision:

         Minimum  Distribution  Annuity.  This  Method of Payment is designed to
         enable your Beneficiary to meet the minimum  distribution  requirements
         under  federal  tax law.  A  payment  will be made for each year that a
         distribution is required until your  Accumulation is entirely paid out,
         or until the  prior  death of your  Beneficiary.  This  method  may not
         provide a lifetime income in all situations.
                  If your  Beneficiary  dies before your  Accumulation  has been
         entirely paid out, the remaining  accumulation  will be paid in one sum
         to the payee named to receive it.

The portion of the  Transfers  provision  relating to  frequency of transfers is
modified to read as follows:

         CREF may limit Transfers from each Account to not more than one in each
         calendar quarter.

                                                           /s/John H. Biggs
                                                              -------------
                                                              Chairman and
                                                         Chief Executive Officer



ENDORSEMENT TO YOUR CREF GROUP SUPPLEMENTAL
RETIREMENT UNIT-ANNUITY CERTIFICATE
- --------------------------------------------------------------------------------


                        COLLEGE RETIREMENT EQUITIES FUND
                                     (CREF)
                    730 THIRD AVENUE, NEW YORK, NY 10017-3206


   ENDORSEMENT TO CREF GROUP SUPPLEMENTAL RETIREMENT UNIT-ANNUITY CERTIFICATE


This  endorsement  is  part of your  agreement  with  CREF.  The  purpose  of an
endorsement  is to make changes to the  provisions of your  Certificate.  Please
read this endorsement in conjunction with your Certificate.


The ANNUITY STARTING DATE provision is modified by the following:

         The Annuity  Starting Date is the date your Income Benefit begins.  You
         may not start your Income  Benefit any earlier than the  earliest  date
         allowed under your Employer's Tax Deferred  Annuity Plan, nor any later
         than the April first following the calendar year in which you reach age
         70 1/2.  At any time before you begin to receive  your Income  Benefit,
         you may change  your  Annuity  Starting  Date to the first of any month
         after the change, as described in your Certificate,  as long as the new
         date satisfies the preceding conditions.


The following TERMS USED IN THIS CERTIFICATE are replaced by the following:

         A FUNDING VEHICLE is an annuity contract,  custodial account,  or trust
         designated  to receive  contributions  under the Tax  Deferred  Annuity
         Plan.

         A TAX DEFERRED  ANNUITY PLAN is an employee benefit plan established by
         your Employer which  contains an  arrangement  described in IRC Section
         401(k),  under which you may make salary reduction  contributions to an
         annuity contract.


The following is added to the AVAILABILITY OF LUMP-SUM BENEFIT provision:

         A Lump-sum  Benefit  will not be  available  before the  earliest  date
         permitted under your Employer's Tax Deferred Annuity Plan.


<PAGE>




The Restrictions on Elective Deferrals provision is replaced with:

              This  Certificate  is designed to be used under a cash or deferred
         arrangement  described  in  IRC  Section  401(k).  IRC  Section  401(k)
         prohibits   the   distribution   of  the  portion  of  an   Annuitant's
         Accumulation  attributable  to  Premiums  paid as  elective  deferrals,
         except as a tax-free  transfer to another  Funding  Vehicle,  until the
         Annuitant:

            A)    attains age 59 1/2, in the case of a profit-sharing plan;
            B)    separates  from  service  of  the  employer  under whose  plan
                  the  aforementioned   portion  is attributable;
            C)    dies;
            D) becomes disabled within the meaning of IRC Section  72(m)(7);  E)
            encounters  financial  "hardship"  within the meaning of IRC Section
            401(k).

         or, if earlier, upon the termination of the Tax Deferred Annuity Plan.

              In the case of hardship,  IRC Section  401(k)  requires  that  any
         earnings  credited   after  December  31,  1988   be  unavailable   for
         distribution.
              Any request for an early  withdrawal due to disability or hardship
         must be submitted  with evidence of the disability or hardship on forms
         satisfactory to CREF and not inconsistent with applicable law.


                                                         /s/John H. Biggs
                                                            --------------
                                                              Chairman and
                                                         Chief Executive Officer







                        COLLEGE RETIREMENT EQUITIES FUND
                                     (CREF)
                   730 Third Avenue, New York, New York 10017

          ENDORSEMENT TO CREF GROUP RETIREMENT UNIT-ANNUITY CERTIFICATE

                          Effective Date: July 1, 1992


This  endorsement  adds the  following to the  corresponding  provisions of your
certificate  and/or adds the  following  provisions  to your  certificate.  This
endorsement is to be read in conjunction with your certificate.


   CREF GLOBAL EQUITIES ACCOUNT

As of the effective date, CREF  maintains,  in addition to its other  investment
Accounts, the Global Equities Account.

The CREF GLOBAL  EQUITIES  ACCOUNT  maintains a broadly  diversified  investment
portfolio  consisting  primarily of foreign and  domestic  common  stocks.  This
Account maintains  separate  Accumulation Unit and Annuity Unit values. All CREF
Annuity Income Options and Methods of Payment of the Death Benefit are available
from the Global Equities Account.  The Rules of the Fund may limit your right to
allocate premiums to this Account,  Transfer funds to this Account, or choose an
Income Option from this Account.  CREF may delete the Global Equities Account or
stop providing Unit-Annuities in the Global Equities Account.



                                                        /s/C.R. Wharton
                                                        ----------------
                                                           CHAIRMAN AND
                                                     CHIEF EXECUTIVE OFFICER






                        COLLEGE RETIREMENT EQUITIES FUND
                                     (CREF)
                   730 Third Avenue, New York, New York 10017

          ENDORSEMENT TO CREF GROUP RETIREMENT UNIT-ANNUITY CERTIFICATE

                          Effective Date: July 1, 1992


This  endorsement  adds the  following to the  corresponding  provisions of your
certificate  and/or adds the  following  provisions  to your  certificate.  This
endorsement is to be read in conjunction with your certificate.


                          CREF GLOBAL EQUITIES ACCOUNT

As of the effective date, CREF  maintains,  in addition to its other  investment
Accounts, the Global Equities Account.

The CREF GLOBAL  EQUITIES  ACCOUNT  maintains a broadly  diversified  investment
portfolio  consisting  primarily of foreign and  domestic  common  stocks.  This
Account maintains  separate  Accumulation Unit and Annuity Unit values. All CREF
Annuity Income Options and Methods of Payment of the Death Benefit are available
from the Global Equities Account.  The Rules of the Fund may limit your right to
allocate premiums to this Account,  Transfer funds to this Account, or choose an
Income Option from this Account.  CREF may delete the Global Equities Account or
stop providing Unit-Annuities in the Global Equities Account.


                          RESTRICTIONS ON DISTRIBUTION
                 OF ACCUMULATION ARISING FROM ELECTIVE DEFERRALS


This certificate may be used as part of a tax-deferred annuity plan as specified
under IRC Section 403(b).  IRC Section 403(b)  prohibits the distribution to you
of the portion, if any, of your Accumulation equal to: 
     
     A) amounts  attributable to funds  transferred to this  certificate  from a
        custodial account established under IRC Section 403(b)(7); plus
     B) amounts  attributable  to  premiums  paid  to an IRC  Section  403(b)(1)
        annuity  contract  as  elective   deferrals  under  a  salary  reduction
        agreement (within the meaning of IRC Section 403(b)(11)); less
     C) the value,  if any, of the amounts  described  in (B)  determined  as of
        December 31, 1988; until you:
        (1) attain age 59 1/2;
        (2) separate  from   service  of  the  employer  under  whose  plan  the
            aforementioned portion is attributable;
        (3) die;
        (4) become disabled within the meaning of IRC Section 72(m)(7); or
        (5) encounter  financial  "hardship"  within the  meaning of IRC Section
            403(b).

In the case of hardship,  IRC Section 403(b) requires that any earnings credited
after December 31, 1988 and, in addition any  contributions  paid after December
31, 1988 to a custodial account established under IRC Section 403(b)(7) that are
not elective deferrals under a salary reduction agreement, will not be available
for distribution.

Any request  for an early  withdrawal  due to  disability  or  hardship  must be
submitted with evidence of the disability or hardship on forms  satisfactory  to
CREF and not inconsistent with applicable law.



                                                        /s/C.R. Wharton
                                                        ----------------
                                                           CHAIRMAN AND
                                                     CHIEF EXECUTIVE OFFICER


<PAGE>




                        COLLEGE RETIREMENT EQUITIES FUND
                    730 Third Avenue, New York, NY 10017-3206


         ENDORSEMENT TO SUPPLEMENTAL RETIREMENT UNIT-ANNUITY CERTIFICATE



This endorsement adds the following  provision to your  Supplemental  Retirement
Unit-Annuity Certificate:

Once  each  calendar  year a  transfer  will  be  made  from  your  Supplemental
Retirement  Unit-Annuity  Certificate  and  applied  as  Consideration  for your
Minimum Distribution Annuity Certificate. The amount of the transfer will be the
Accumulation  in this  Supplemental  Retirement  Unit-Annuity  Certificate as of
December 31 of the previous calendar year, adjusted for any subsequent transfers
to or from such  Certificate,  but not to exceed the total  Accumulation  on the
date of the  transfer.  If the total  Accumulation  is less than $25,  the total
Accumulation  will be transferred.  The transfer will be made on a prorata basis
from all the CREF Accounts as of the date of the transfer, and will be allocated
to the  corresponding  CREF  Accounts  under your Minimum  Distribution  Annuity
Certificate. CREF will notify you when the Accumulation has been transferred.

This  endorsement  does not change any other rights or obligations  you may have
under your Supplemental Retirement Unit-Annuity Certificate.

Supplemental Retirement Unit-Annuity Certificate Number:  DA0000-0
Minimum Distribution Annuity Certificate Number:  DA00000-1
Effective Date of this Endorsement: December 1, 1991


                                                        /s/John H. Biggs
                                                        ----------------
                                                           CHAIRMAN AND
                                                     CHIEF EXECUTIVE OFFICER





                        COLLEGE RETIREMENT EQUITIES FUND
                                     (CREF)
                 730 Third Avenue, New York, New York 10017-3206

          ENDORSEMENT TO CREF GROUP RETIREMENT UNIT-ANNUITY CERTIFICATE

                        Effective Date: July 1, 1994


This  endorsement is part of your  agreement with CREF,  which also includes any
prior  endorsements.  The purpose of an  endorsement  is to make  changes to the
provisions of your certificate.  Please read this endorsement, then attach it to
your certificate.


The ANNUITY STARTING DATE provision is modified by the following:

         You may not start  annuity  benefits any earlier than the earliest date
         allowed under your Employer's  Retirement  Plan, nor any later than the
         April first  following the calendar year in which you reach age 70 1/2.
         You may change your Annuity  Starting  Date at any time, as long as the
         new date  satisfies the preceding  conditions and conforms to the terms
         of your certificate.


A new option is added to the INCOME OPTIONS provision:

         MINIMUM DISTRIBUTION  ANNUITY. This Income Option is designed to enable
         you to meet the minimum  distribution  requirements  under  federal tax
         law. A payment will be made to you each year until your Accumulation is
         entirely  paid out, or until your prior death.  If required to meet the
         minimum distribution  requirements,  an initial payment will be made on
         the Annuity Starting Date, generally on or before the April 1 following
         the  calendar  year in which you reach age 70 1/2.  This option may not
         provide a lifetime income in all situations.
                  If you die before the Accumulation has been entirely paid out,
         a death benefit equal to the remaining Accumulation will be paid to the
         Beneficiary you name when electing this option.
                  This option is only  available  when you must begin  receiving
         income in order to avoid penalties under federal tax law.


The UNIT-ANNUITY  FOR A FIXED PERIOD portion of the INCOME OPTIONS  provision is
replaced with the following:

         UNIT-ANNUITY  FOR A FIXED  PERIOD.  A payment  will be made to you each
         month for a fixed  period  of not less  than two nor more  than  thirty
         years, as chosen.  At the end of the period chosen, no further payments
         will be made.  If you die  before  the end of the  period  chosen,  the
         monthly payments will continue to the end of that period,  as explained
         in your  certificate.  A Unit-Annuity  for a Fixed Period is subject to
         the  terms  set  forth  in your  certificate  for the  other  types  of
         Unit-Annuities. Your Employer's Retirement Plan may limit your right to
         receive a Unit-Annuity for a Fixed Period.


The term TERMINATION OF EMPLOYMENT is replaced with the following:

         TERMINATION  OF  EMPLOYMENT  IS a bona fide  cessation of an employment
         relationship  with your Employer.  Dissolution or  modification  of the
         Retirement  Plan;  changes in the name or affiliation of your Employer;
         leaves of absence, with or without pay; vacations;  or other events not
         in  fact  a  termination  of  employment   will  not  be  considered  a
         Termination of Employment.


A new method is added to the METHODS OF PAYMENT of the DEATH BENEFIT provision:

         MINIMUM  DISTRIBUTION  ANNUITY.  This  Method of Payment is designed to
         enable your Beneficiary to meet the minimum  distribution  requirements
         under  federal  tax law.  A  payment  will be made for each year that a
         distribution is required until your  Accumulation is entirely paid out,
         or until the  prior  death of your  Beneficiary.  This  method  may not
         provide a lifetime income in all situations.
                  If your  Beneficiary  dies before your  Accumulation  has been
         entirely paid out, the remaining  accumulation  will be paid in one sum
         to the payee named to receive it.


The LUMP-SUM BENEFITS provision is replaced with the following:

         1.       AVAILABILITY  OF LUMP-SUM  BENEFITS.  On or before the Annuity
                  Starting  Date  you may  choose  to  withdraw,  as a  Lump-sum
                  Benefit,  all or part of a  specified  Account's  Accumulation
                  Units. Your Employer's Retirement Plan may limit your right to
                  a Lump-sum  Benefit.  Any choice of Lump-sum  Benefit  must be
                  made by written notice to CREF.
                           If you are married and your  Accumulation  is subject
                  to ERISA,  your right to receive a Lump-sum Benefit is subject
                  to the rights of your spouse as described in your certificate.

         2.       PAYMENT OF THE  LUMP-SUM  BENEFIT.  If you choose the Lump-sum
                  Benefit,  the  minimum  amount you may  withdraw as a Lump-sum
                  Benefit from a CREF Account is $1,000,  or, if less, the value
                  of all  Accumulation  Units in an Account.  All values will be
                  determined as of the end of the Business Day in which CREF has
                  received, in a form acceptable to CREF:

                  A)       your request for a Lump-sum Benefit;
                  B)       verification  of  your  eligibility  for  a  Lump-sum
                           Benefit; and




<PAGE>



                  C)       if  your   Accumulation   is  subject  to  the  ERISA
                           requirements described in your certificate,  a Waiver
                           of Spouse's Rights and consent to that waiver by your
                           spouse, or proof that you are not married.

                           You may  choose  to defer the  effective  date of the
                  Lump-sum Benefit until the last day of any month following the
                  date on which  we  receive  the  above  requirements,  and all
                  values  will be  determined  as of the  end of such  effective
                  date.
                           The request for a Lump-sum  Benefit cannot be revoked
                  after the effective date of such Lump-sum Benefit.
                           If  all  of  your   Accumulation   Units  under  this
                  certificate   are  withdrawn  as  a  Lump-sum   Benefit,   all
                  obligations  of  CREF  to  you  under  this   certificate  are
                  fulfilled.


The portion of the  TRANSFER  provision  relating to  frequency  of transfers is
modified to read as follows:

         CREF may limit Transfers from each Account to not more than one in each
calendar quarter.


                                                         /s/John H. Biggs
                                                        ----------------
                                                           CHAIRMAN AND
                                                     CHIEF EXECUTIVE OFFICER




                        COLLEGE RETIREMENT EQUITIES FUND
                                     (CREF)
                 730 Third Avenue, New York, New York 10017-3206

          ENDORSEMENT TO CREF GROUP RETIREMENT UNIT-ANNUITY CERTIFICATE

                        Effective Date: July 1, 1994


This  endorsement is part of your  agreement with CREF,  which also includes any
prior  endorsements.  The purpose of an  endorsement  is to make  changes to the
provisions of your certificate.  Please read this endorsement, then attach it to
your certificate.


The ANNUITY STARTING DATE provision is modified by the following:

         You may not start  annuity  benefits any earlier than the earliest date
         allowed under your Employer's  Retirement  Plan, nor any later than the
         April first  following the calendar year in which you reach age 70 1/2.
         You may change your Annuity  Starting  Date at any time, as long as the
         new date  satisfies the preceding  conditions and conforms to the terms
         of your certificate.


A new option is added to the INCOME OPTIONS provision:

         MINIMUM DISTRIBUTION  ANNUITY. This Income Option is designed to enable
         you to meet the minimum  distribution  requirements  under  federal tax
         law. A payment will be made to you each year until your Accumulation is
         entirely  paid out, or until your prior death.  If required to meet the
         minimum distribution  requirements,  an initial payment will be made on
         the Annuity Starting Date, generally on or before the April 1 following
         the  calendar  year in which you reach age 70 1/2.  This option may not
         provide a lifetime income in all situations.
                  If you die before the Accumulation has been entirely paid out,
         a death benefit equal to the remaining Accumulation will be paid to the
         Beneficiary you name when electing this option.
                  This option is only  available  when you must begin  receiving
         income in order to avoid penalties under federal tax law.


The UNIT-ANNUITY  FOR A FIXED PERIOD portion of the INCOME OPTIONS  provision is
replaced with the following:

         UNIT-ANNUITY  FOR A FIXED  PERIOD.  A payment  will be made to you each
         month for a fixed  period  of not less  than two nor more  than  thirty
         years, as chosen.  At the end of the period chosen, no further payments
         will be made.  If you die  before  the end of the  period  chosen,  the
         monthly payments will continue to the end of that period,  as explained
         in your  certificate.  A Unit-Annuity  for a Fixed Period is subject to
         the  terms  set  forth  in your  certificate  for the  other  types  of
         Unit-Annuities. Your Employer's Retirement Plan may limit your right to
         receive a Unit-Annuity for a Fixed Period.


The term TERMINATION OF EMPLOYMENT is replaced with the following:

         TERMINATION  OF  EMPLOYMENT  IS a bona fide  cessation of an employment
         relationship  with your Employer.  Dissolution or  modification  of the
         Retirement  Plan;  changes in the name or affiliation of your Employer;


<PAGE>



         leaves of absence, with or without pay; vacations;  or other events not
         in  fact  a  termination  of  employment   will  not  be  considered  a
         Termination of Employment.


A new method is added to the METHODS OF PAYMENT of the DEATH BENEFIT provision:

         MINIMUM  DISTRIBUTION  ANNUITY.  This  Method of Payment is designed to
         enable your Beneficiary to meet the minimum  distribution  requirements
         under  federal  tax law.  A  payment  will be made for each year that a
         distribution  is  required  on  December 1 until your  Accumulation  is
         entirely paid out, or until the prior death of your  Beneficiary.  This
         method may not provide a lifetime income in all situations.
                  If your  Beneficiary  dies before your  Accumulation  has been
         entirely paid out, the remaining  accumulation  will be paid in one sum
         to the payee named to receive it.


The LUMP-SUM BENEFITS provision is replaced with the following:

         1.       AVAILABILITY  OF LUMP-SUM  BENEFITS.  On or before the Annuity
                  Starting  Date  you may  choose  to  withdraw,  as a  Lump-sum
                  Benefit,  all or part of a  specified  Account's  Accumulation
                  Units. Your Employer's Retirement Plan may limit your right to
                  a Lump-sum  Benefit.  Any choice of Lump-sum  Benefit  must be
                  made by written notice to CREF.
                           If you are married and your  Accumulation  is subject
                  to ERISA,  your right to receive a Lump-sum Benefit is subject
                  to the rights of your spouse as described in your certificate.
                           Federal tax law may restrict distributions before age
                  59 1/2, as described in the  Restrictions of  Distributions of
                  Accumulation Arising from Elective Deferrals provision below.

         2.       PAYMENT OF THE  LUMP-SUM  BENEFIT.  If you choose the Lump-sum
                  Benefit,  the  minimum  amount you may  withdraw as a Lump-sum
                  Benefit from a CREF Account is $1,000,  or, if less, the value
                  of all  Accumulation  Units in an Account.  All values will be
                  determined as of the end of the Business Day in which CREF has
                  received, in a form acceptable to CREF:


<PAGE>



                  A)       your request for a Lump-sum Benefit;
                  B)       verification  of  your  eligibility  for  a  Lump-sum
                           Benefit; and
                  C)       if  your   Accumulation   is  subject  to  the  ERISA
                           requirements described in your certificate,  a Waiver
                           of Spouse's Rights and consent to that waiver by your
                           spouse, or proof that you are not married.

                           You may  choose  to defer the  effective  date of the
                  Lump-sum Benefit until the last day of any month following the
                  date on which  we  receive  the  above  requirements,  and all
                  values  will be  determined  as of the  end of such  effective
                  date.
                           The request for a Lump-sum  Benefit cannot be revoked
                  after the effective date of such Lump-sum Benefit.
                           If  all  of  your   Accumulation   Units  under  this
                  certificate   are  withdrawn  as  a  Lump-sum   Benefit,   all
                  obligations  of  CREF  to  you  under  this   certificate  are
                  fulfilled.


The portion of the  TRANSFER  provision  relating to  frequency  of transfers is
modified to read as follows:

         CREF may limit Transfers from each Account to not more than one in each
calendar quarter.


The following GENERAL PROVISION is added:

         RESTRICTIONS  ON  DISTRIBUTION  OF  ACCUMULATION  ARISING FROM ELECTIVE
         DEFERRALS.  This  certificate  may be used  as  part of a  tax-deferred
         annuity plan as specified under IRC Section 403(b).  IRC Section 403(b)
         prohibits the  distribution,  in accordance  with the provisions of the
         contract, to you of the portion, if any, of your Accumulation equal to:

                  A)       amounts  attributable  to funds  transferred  to this
                           certificate  from  a  custodial  account  established
                           under IRC Section 403(b)(7); plus
                  B)       amounts  attributable  to  premiums  paid  to an  IRC
                           Section   403(b)(1)   annuity  contract  as  elective
                           deferrals under a salary reduction  agreement (within
                           the meaning of IRC Section 403(b)(11)); less
                  C)       the value,  if any, of the amounts  described  in (B)
                           determined as of December 31, 1988;

         until you:

                  (1)      reach age 59 1/2;
                  (2)      separate  from  service of the  employer  under whose
                           plan the aforementioned portion is attributable;
                  (3)      die;


<PAGE>



                  (4)      become  disabled  within the  meaning of IRC  Section
                           72(m)(7);   or  
                  (5)      encounter financial  "hardship" within the meaning of
                           IRC Section 403(b).

         In the case of hardship,  IRC Section 403(b) requires that any earnings
         credited  after  December 31, 1988 and, in addition  any  contributions
         paid after December 31, 1988 to a custodial  account  established under
         IRC Section  403(b)(7) that are not elective  deferrals  under a salary
         reduction agreement, will not be available for distribution.
                  Any  request  for an early  withdrawal  due to  disability  or
         hardship must be submitted  with evidence of the disability or hardship
         on forms satisfactory to CREF and not inconsistent with applicable law.
         An individual shall be considered to be disabled if he or she is unable
         to  engage  in  any  substantial  gainful  activity  by  reason  of any
         medically  determinable  physical  or  mental  impairment  which can be
         expected to result in death or to be of  long-continued  and indefinite
         duration.


                                                        /s/John H. Biggs
                                                        ----------------
                                                           CHAIRMAN AND
                                                     CHIEF EXECUTIVE OFFICER





                        COLLEGE RETIREMENT EQUITIES FUND

                   730 THIRD AVENUE, NEW YORK, NEW YORK 10017



ENDORSEMENT  TO ALL  RETIREMENT  UNIT  ANNUITY  CERTIFICATES,  ALL  SUPPLEMENTAL
RETIREMENT  UNIT  ANNUITY  CERTIFICATES,   ALL  GROUP  RETIREMENT  UNIT  ANNUITY
CERTIFICATES AND ALL ACCUMULATION UNIT DEPOSIT CERTIFICATES.


Effective at the close of business on December 31, 1986, the  Accumulation  Unit
value will be restated. The number of Accumulation Units credited to you will be
increased so that your  Accumulation  based on the new  Accumulation  Unit value
will be equal to your Accumulation based on the old Accumulation Unit value.

Effective on January 1, 1987, net dividend income will be reflected in the value
of each  Accumulation  Unit and will no  longer be used to  purchase  additional
Accumulation  Units.  The  Accumulation  Unit value will then vary in accordance
with net dividend income, as well as capital gains and losses.





                                                        /s/John H. Biggs
                                                        ----------------
                                                           CHAIRMAN AND
                                                     CHIEF EXECUTIVE OFFICER





                Endorsement to Your CREF Unit-Annuity Certificate
- --------------------------------------------------------------------------------

                        COLLEGE RETIREMENT EQUITIES FUND
                                     (CREF)
                 730 Third Avenue, New York, New York 10017-3206

ENDORSEMENT  TO RETIREMENT  UNIT-ANNUITY  CERTIFICATE,  SUPPLEMENTAL  RETIREMENT
UNIT-ANNUITY  CERTIFICATE,  GROUP  RETIREMENT  UNIT-ANNUITY  CERTIFICATE,  GROUP
SUPPLEMENTAL RETIREMENT UNIT-ANNUITY CERTIFICATE, ROLLOVER INDIVIDUAL RETIREMENT
UNIT-ANNUITY   CERTIFICATE,   MINIMUM   DISTRIBUTION   ANNUITY  CERTIFICATE  AND
ACCUMULATION-UNIT DEPOSIT CERTIFICATE

This  endorsement is part of your  agreement with CREF,  which also includes any
prior  endorsements.  The purpose of an  endorsement  is to make  changes to the
provisions of your certificate.  Please read this endorsement, then attach it to
your certificate.

The  Accounts  provision  is  modified  by adding the  Growth  and Equity  Index
Accounts, available as of July 1, 1994, as follows:

Accounts.  CREF   maintains  the  following   seven  investment  Accounts,  each
with  its own  distinct  investment portfolio:

         The CREF  Stock  Account  maintains  a  broadly  diversified  portfolio
         consisting primarily of common stocks.

         The  CREF  Money  Market  Account  maintains  a  portfolio   consisting
         primarily of short-term debt securities and money market instruments.

         The CREF Bond Market Account maintains a portfolio consisting primarily
         of investment grade fixed income securities.

         The  CREF  Social  Choice  Account  maintains  a  portfolio  consisting
         primarily of common stocks,  investment grade fixed income  securities,
         and short-term debt securities.

         The CREF  Global  Equities  Account  maintains  a  broadly  diversified
         portfolio consisting primarily of foreign and domestic common stocks.

         The CREF Growth Account maintains a portfolio  consisting  primarily of
         common stocks that present the opportunity for exceptional growth.

         The  CREF  Equity  Index  Account  maintains  a  portfolio   consisting
         primarily of domestic  stocks  selected to track the overall U.S. stock
         market.

In  the  future,  CREF  may  establish  other  Accounts  with  other  investment
portfolios.

                                                            /s/John H. Biggs
                                                               -------------
                                                               Chairman and
                                                         Chief Executive Officer



                        COLLEGE RETIREMENT EQUITIES FUND

                                     (CREF)

                   730 Third Avenue, New York, New York 10017

          ENDORSEMENT TO CREF GROUP RETIREMENT UNIT-ANNUITY CERTIFICATE

This  endorsement  adds the  following to the  corresponding  provisions of your
certificate  and/or adds the  following  provisions  to your  certificate.  This
endorsement is to be read in conjunction with your certificate.

                                  CREF ACCOUNTS

ACCOUNTS.  CREF maintains the following four investment Accounts,  each with its
own distinct investment portfolio:

The CREF STOCK  ACCOUNT  maintains a broadly  diversified  portfolio  consisting
primarily of common stocks.

The CREF MONEY  MARKET  ACCOUNT  maintains a portfolio  consisting  primarily of
short-term debt securities.

The CREF BOND  MARKET  ACCOUNT  maintains a portfolio  consisting  primarily  of
investment grade bonds.

The CREF SOCIAL CHOICE  ACCOUNT  maintains a portfolio  consisting  primarily of
common stocks, investment grade bonds, and short-term debt securities.

In  the  future,  CREF  may  establish  other  Accounts  with  other  investment
portfolios.

                         TERMS USED IN THIS CERTIFICATE

ACCUMULATION  UNITS.  Each CREF Account  maintains a separate  Accumulation Unit
value.

ANNUITY  UNITS.  The CREF  Stock,  CREF Money  Market,  and CREF  Social  Choice
Accounts each maintain  separate  Annuity Units. All CREF Annuity Income Options
and Methods of Payment of the Death Benefit are available  from these  Accounts.
For  Accumulation  Units  purchased by premiums  remitted on your behalf under a
Retirement Plan, your right to choose a Unit-Annuity Income Option from the CREF
Social  Choice  Account  may be  limited  in  accordance  with  your  Employer's
Retirement Plan.

A VALUATION DAY is a day on which the dollar values of the Accumulation Units in
the CREF Accounts are established.  The procedure for determining Valuation Days
is contained in the Rules of the Fund.

A BUSINESS DAY is any day that the New York Stock  Exchange is open for trading.
A Business Day ends at 4:00 p.m. New York time, or, if earlier, the time trading
on the New York Stock Exchange closes for that day.

<PAGE>


A FUNDING  VEHICLE is an annuity or an investment  fund  established  to provide
retirement benefits from monies remitted under a Retirement Plan.

A TRANSFER is the use of the value of some or all of your Accumulation  Units to
purchase  fixed-dollar  benefits  under a TIAA  annuity  contract,  to  purchase
Accumulation  Units in another CREF  Account,  or to purchase  benefits  through
another  Funding  Vehicle.  The  conditions  applying to Transfers are set forth
below.

                             ALLOCATION OF PREMIUMS

You may  allocate any whole number  percentage  of a premium to a CREF  Account.
CREF will credit your premiums  among the Accounts  according to the most recent
instructions CREF has received from you. For premiums remitted on your behalf as
part of a Retirement Plan, your right to allocate such premiums to the CREF Bond
Market  Account,  to the CREF  Social  Choice  Account,  and to any future  CREF
Account may be limited in accordance with your Employer's Retirement Plan.

                                    TRANSFERS

You may Transfer some or all of your Accumulation  Units from a CREF Account (a)
to  purchase  Accumulation  Units  in one of the  other  CREF  Accounts,  (b) to
purchase a TIAA  fixed-dollar  annuity,  or (c) to Transfer to a Funding Vehicle
not offered by CREF or TIAA.

Your request for a Transfer must be made before the Annuity Starting Date and is
subject to the following conditions:

     (A)  the Transfer  will take effect and all values will be determined as of
          the end of the  Business Day in which CREF  receives  your request for
          Transfer, or, if you choose, the last day of the current month or of a
          specified future month;

     (B)  the request for a Transfer  cannot be revoked after the effective date
          of such Transfer;

     (C)  if less than the full Accumulation in an Account is being Transferred,
          the amount Transferred must be at least $1,000; and

     (D)  for a Transfer to a TIAA fixed-dollar  annuity, you will have the same
          rights  under the TIAA  contract  as any person  then  being  issued a
          similar  contract,  except  that there will be no  temporary  right to
          cancel.

The  number of your  Accumulation  Units  will be reduced by the number of units
Transferred.

CREF  reserves  the  right to limit  Transfers  to not  more  than  twice in any
calendar year.

For  Accumulation  Units  purchased by premiums  remitted on your behalf under a
Retirement Plan, your right to Transfer to the CREF Bond Market Account,  to the
CREF Social  Choice  Account,  to any future CREF  Account,  and/or to a Funding
Vehicle  not  offered  by  CREF or  TIAA,  may be  limited  in  accordance  your
Employer's Retirement Plan.


<PAGE>


                                LUMP-SUM BENEFITS

After  Termination of Employment,  you may choose to receive a LUMP-SUM  BENEFIT
from some or all of a specified  Account's  Accumulation Units. For Accumulation
Units  purchased by premiums  remitted on your behalf  under a Retirement  Plan,
your  right to a  Lump-sum  Benefit  may be  limited  in  accordance  with  your
Employer's  Retirement  Plan.  Your request for a Lump-sum  Benefit must be made
before the Annuity Starting Date, and is subject to the following conditions:

     (A)  all values will be  determined  as of the end of the  Business  Day in
          which CREF has received:

          (1)  your  request  for  a  Lump-sum  Benefit;
          (2)  verification of Termination of Employment; and
          (3)  all premiums to be paid to your certificate under your Retirement
               Plan;

          or,  if you  choose,  the last day of the  then-current  month or of a
          specified future month;

     (B)  the  request  for a  Lump-sum  Benefit  cannot  be  revoked  after the
          effective date of such Lump-sum Benefit; and

     (C)  if the  Lump-sum  Benefit  is less  than the full  Accumulation  in an
          Account, the Lump-sum Benefit must be at least $1,000.

                     CREF'S RIGHT TO SPLIT YOUR CERTIFICATE

If your right to a Lump-sum  Benefit,  a Unit-Annuity  for a Fixed Period,  or a
Transfer does not apply uniformly to all your Accumulation  Units, CREF reserves
the  right to split  your  certificate  into two or more  CREF  certificates.  A
Lump-sum Benefit,  a Unit-Annuity for a Fixed Period,  and certain Transfers may
not be available to you until CREF has split your certificate.

                            PARTICIPANT INSTRUCTIONS

CREF will specify the acceptable form of instructions for requesting a Transfer,
a Lump-sum  Benefit,  a Unit-Annuity  for a Fixed Period,  and the Allocation of
Premiums.  CREF may reasonably rely on your instructions,  where properly given,
for a Transfer,  a Lump-sum Benefit,  a Unit-Annuity for a Fixed Period, and the
Allocation of premiums.

                  DELETION OF A CREF ACCOUNT OR A UNIT-ANNUITY

CREF may delete the CREF Bond Market  Account,  the CREF Social Choice  Account,
and any future Account. Also, CREF may stop providing Unit-Annuities in the CREF
Social Choice Account or in any future Account.

     ACCUMULATION.  If you have  Accumulation  Units in a CREF  Account  that is
     deleted, you must transfer them to another CREF Account. If you do not make
     a choice,  CREF will transfer the Accumulation Units in such Account to the
     CREF Money Market Account.

     UNIT-ANNUITY.  If a CREF  Account  is deleted  or if a CREF  Account  stops
     providing  Unit-Annuities,  any  Annuity  Units  in  such  Account  must be
     converted  to a  Unit-Annuity  in any other  CREF  Account  that  maintains
     Annuity Units.  If no choice is made, any  Unit-Annuity in the Account will
     be  converted  to a  Unit-Annuity  in the CREF Money  Market  Account.  All
     elections and choices made in connection  with an Income Option or a Method
     of Payment of the Death  Benefit and in effect as of the date of conversion
     will remain in effect.  The number of Annuity Units in the Account to which
     the  Unit-Annuity  is converted  will be determined in accordance  with the
     Rules of the Fund.


<PAGE>

                            OVERPAYMENTS OF PREMIUMS

Any  payments  of premiums  by the  Employer in excess of those  required by the
Retirement Plan made in error,  will be refunded to the Employer if requested in
writing by the Employer prior to the Annuity Starting Date, subject, however, to
prior Transfers or Lump-sum  Benefits made from such funds.  CREF is entitled to
rely on information provided by the Employer.  The Employer shall indemnify CREF
and hold CREF harmless for any action taken in reliance on such request.

                      COMPLIANCE WITH LAWS AND REGULATIONS

CREF will  administer  this  certificate to comply with all laws and regulations
pertaining to the terms and conditions of this certificate.  If this certificate
conflicts with any applicable  law or  regulation,  such law or regulation  will
prevail.

CHAIRMAN AND
CHIEF EXECUTIVE OFFICER





                        COLLEGE RETIREMENT EQUITIES FUND
                    730 Third Avenue, New York, NY 10017-3206


               ENDORSEMENT TO RETIREMENT UNIT-ANNUITY CERTIFICATE


This  endorsement adds the following  provision to your Retirement  Unit-Annuity
Certificate:

Once  each  calendar  year  a  transfer  will  be  made  from  your   Retirement
Unit-Annuity   Certificate  and  applied  as  Consideration   for  your  Minimum
Distribution  Annuity  Certificate.  The  amount  of the  transfer  will  be the
Accumulation  in this Retirement  Unit-Annuity  Certificate as of December 31 of
the previous  calendar year,  adjusted for any  subsequent  transfers to or from
such  Certificate,  but not to exceed the total  Accumulation on the date of the
transfer.  If the total  Accumulation  is less than $25, the total  Accumulation
will be  transferred.  The transfer will be made on a prorata basis from all the
CREF  Accounts  as of the date of the  transfer,  and will be  allocated  to the
corresponding CREF Accounts under your Minimum Distribution Annuity Certificate.
CREF will notify you when the Accumulation has been transferred.

This  endorsement  does not change any other rights or obligations  you may have
under your Retirement Unit-Annuity Certificate.

Retirement Unit-Annuity Certificate Number:  DA0000-0
Minimum Distribution Annuity Certificate Number:  DA00000-1
Effective Date of this Endorsement: December 1, 1991



                                                        /s/John H. Biggs
                                                        ----------------
                                                           CHAIRMAN AND
                                                     CHIEF EXECUTIVE OFFICER



<PAGE>




                        COLLEGE RETIREMENT EQUITIES FUND
                    730 Third Avenue, New York, NY 10017-3206


         ENDORSEMENT TO SUPPLEMENTAL RETIREMENT UNIT-ANNUITY CERTIFICATE



This endorsement adds the following  provision to your  Supplemental  Retirement
Unit-Annuity Certificate:

Once  each  calendar  year a  transfer  will  be  made  from  your  Supplemental
Retirement  Unit-Annuity  Certificate  and  applied  as  Consideration  for your
Minimum Distribution Annuity Certificate. The amount of the transfer will be the
Accumulation  in this  Supplemental  Retirement  Unit-Annuity  Certificate as of
December 31 of the previous calendar year, adjusted for any subsequent transfers
to or from such  Certificate,  but not to exceed the total  Accumulation  on the
date of the  transfer.  If the total  Accumulation  is less than $25,  the total
Accumulation  will be transferred.  The transfer will be made on a prorata basis
from all the CREF Accounts as of the date of the transfer, and will be allocated
to the  corresponding  CREF  Accounts  under your Minimum  Distribution  Annuity
Certificate. CREF will notify you when the Accumulation has been transferred.

This  endorsement  does not change any other rights or obligations  you may have
under your Supplemental Retirement Unit-Annuity Certificate.

Supplemental Retirement Unit-Annuity Certificate Number:  DA0000-0
Minimum Distribution Annuity Certificate Number:  DA00000-1
Effective Date of this Endorsement: December 1, 1991



                                                        /s/John H. Biggs
                                                        ----------------
                                                           CHAIRMAN AND
                                                     CHIEF EXECUTIVE OFFICER



<PAGE>




                        COLLEGE RETIREMENT EQUITIES FUND
                   730 Third Avenue, New York, NY 10017-3206


            ENDORSEMENT TO GROUP RETIREMENT UNIT-ANNUITY CERTIFICATE



This  endorsement  adds  the  following   provision  to  your  Group  Retirement
Unit-Annuity Certificate:

Once each  calendar  year a  transfer  will be made from your  Group  Retirement
Unit-Annuity   Certificate  and  applied  as  Consideration   for  your  Minimum
Distribution  Annuity  Certificate.  The  amount  of the  transfer  will  be the
Accumulation in this Group Retirement Unit-Annuity Certificate as of December 31
of the previous calendar year, adjusted for any subsequent  transfers to or from
such  Certificate,  but not to exceed the total  Accumulation on the date of the
transfer.  If the total  Accumulation  is less than $25, the total  Accumulation
will be  transferred.  The transfer will be made on a prorata basis from all the
CREF  Accounts  as of the date of the  transfer,  and will be  allocated  to the
corresponding CREF Accounts under your Minimum Distribution Annuity Certificate.
CREF will notify you when the Accumulation has been transferred.

This  endorsement  does not change any other rights or obligations  you may have
under your Group Retirement Unit-Annuity Certificate.

Group Retirement Unit-Annuity Certificate Number:  DA0000-0
Minimum Distribution Annuity Certificate Number:  DA00000-1
Effective Date of this Endorsement: December 1, 1991



                                                        /s/John H. Biggs
                                                        ----------------
                                                           CHAIRMAN AND
                                                     CHIEF EXECUTIVE OFFICER



<PAGE>



                        COLLEGE RETIREMENT EQUITIES FUND
                    730 Third Avenue, New York, NY 10017-3206


            ENDORSEMENT TO GROUP SUPPLEMENTAL RETIREMENT UNIT-ANNUITY
                                  CERTIFICATE



This  endorsement  adds  the  following  provision  to your  Group  Supplemental
Retirement Unit-Annuity Certificate:

Once each  calendar  year a transfer  will be made from your Group  Supplemental
Retirement  Unit-Annuity  Certificate  and  applied  as  Consideration  for your
Minimum Distribution Annuity Certificate. The amount of the transfer will be the
Accumulation in this Group Supplemental Retirement  Unit-Annuity  Certificate as
of  December 31 of the  previous  calendar  year,  adjusted  for any  subsequent
transfers to or from such Certificate,  but not to exceed the total Accumulation
on the date of the  transfer.  If the total  Accumulation  is less than $25, the
total  Accumulation will be transferred.  The transfer will be made on a prorata
basis from all the CREF  Accounts  as of the date of the  transfer,  and will be
allocated to the  corresponding  CREF Accounts  under your Minimum  Distribution
Annuity  Certificate.  CREF  will  notify  you  when the  Accumulation  has been
transferred.

This  endorsement  does not change any other rights or obligations  you may have
under your Group Supplemental Retirement Unit-Annuity Certificate.

Group Retirement Unit-Annuity Certificate Number:  DA0000-0
Minimum Distribution Annuity Certificate Number:  DA00000-1
Effective Date of this Endorsement: December 1, 1991


                                                        /s/John H. Biggs
                                                        ----------------
                                                           CHAIRMAN AND
                                                     CHIEF EXECUTIVE OFFICER



<PAGE>



                        COLLEGE RETIREMENT EQUITIES FUND
                   730 THIRD AVENUE, NEW YORK, N.Y. 10017-3206
                                 1 800 842-2733

                ENDORSEMENT TO YOUR CREF UNIT-ANNUITY CERTIFICATE


Added  to all Life  Unit-Annuity,  Life  Unit-Annuity  with  Minimum  Guaranteed
Period,  Last Survivor Life  Unit-Annuity,  Last Survivor Life Unit-Annuity with
Minimum  Guaranteed  Period,  Joint and Survivor  Life  Unit-Annuity,  Joint and
Survivor Life  Unit-Annuity  with Minimum  Guaranteed  Period,  and Unit-Annuity
Certain certificates.

          Effective  Date:  [  March  31,  1996,  or  issue  date  of  new  CREF
certificate (if later)]

         This document,  called an "endorsement," changes some of the provisions
of your CREF  unit-annuity  certificate and becomes part of it. IT DOES NOT TAKE
AWAY  ANY OF THE  RIGHTS  ESTABLISHED  UNDER  YOUR  CURRENT  CERTIFICATE.  It is
important  that  you  read  the  endorsement,  and  attach  it to  your  current
certificate.

         In this  endorsement  "you"  refers  to the  participant  or after  the
participant's  death to the  second  participant,  if any,  or to a  beneficiary
receiving   payments  after  the  death  of  the   participant  and  any  second
participant.

         CREF now  offers  you the  option  of  transferring  some or all of the
Annuity Units payable from any Account under your CREF unit-annuity  certificate
to any of the other CREF Accounts in order to receive future  benefits from that
Account. In addition,  you may transfer some or all of the Annuity Units payable
under your CREF  unit-annuity  certificate to a comparable  annuity payable from
TIAA.  Contracts are comparable if they have the same annuity option,  remaining
guaranteed  period  (if any),  first  annuitant  (or  participant),  and  second
annuitant (or participant) if any.  Teachers  Insurance and Annuity  Association
(TIAA) is a companion company of CREF.

A PROVISION ON TRANSFERS IS ADDED TO YOUR CERTIFICATE:

TRANSFERS.  You may transfer some or all of the Annuity Units payable under your
CREF  certificate  from one CREF Account to another  CREF Account then  offering
unit-annuities,  or to a comparable  TIAA  fixed-dollar  or Real Estate  Account
contract. You cannot transfer out of a TIAA fixed-dollar annuity contract so any
transfers  you make to TIAA  fixed-dollar  annuity  contract must remain in that
contract.  Transfers to the Real Estate Account,  however,  may  subsequently be
transferred out of the Real Estate Account. We may limit, in accordance with the
Rules of the Fund, your right to transfer to a CREF Account which is added after
March 31, 1996.
         If you are receiving  unit-annuity payments from a comparable TIAA Real
Estate  Account  unit-annuity  contract,  you can  (subject  to its  provisions)
transfer  annuity  units  from  that  certificate  to  your  CREF   unit-annuity
certificate.
         Contracts  are  comparable  if  they  have  the  same  annuity  option,
remaining  guaranteed  period (if any),  first annuitant (or  participant),  and
second annuitant (or participant) if any.
         All transfers  will be effective on March 31. CREF must receive,  in an
acceptable  form,  your  request for a transfer on or before the end of the last
Business Day in March in order for the transfer to be effective on March 31. You
cannot revoke a transfer after its effective date.
         The number of Annuity  Units  payable  from an Account  under your CREF
unit-annuity  certificate  will be reduced  by the  number of Annuity  Units you
transfer  out of that  Account.  The number of  Annuity  Units  payable  from an
Account  under  your  CREF  unit-annuity   certificate  will  be  increased,  in
accordance  with  the  Rules  of the  Fund,  by any  transfers  you make to that
Account.



<PAGE>



               ENDORSEMENT TO YOUR CREF UNIT-ANNUITY CERTIFICATE

          Any  unit-annuity  payment  due on the day after a transfer  (April 1)
will be made based on the number of Annuity  Units payable in each Account prior
to the transfer. Unit-annuity payments due on and after the following May 1 will
be made based on the number of Annuity Units in each Account after the transfer.

TWO PROVISIONS ON THE CREF ACCOUNtS ARE ADDED TO YOUR CERTIFICATE:

     ACCOUNTS. CREF maintains the following seven investment Accounts, each with
     its own distinct investment portfolio:

             The CREF STOCK ACCOUNT  maintains a broadly  diversified  portfolio
             consisting primarily of common stocks.

             The CREF MONEY  MARKET  ACCOUNT  maintains a  portfolio  consisting
             primarily  of   short-term   debt   securities   and  money  market
             instruments.

             The CREF BOND  MARKET  ACCOUNT  maintains  a  portfolio  consisting
             primarily of investment grade fixed income securities.

             The CREF SOCIAL  CHOICE  ACCOUNT  maintains a portfolio  consisting
             primarily  of  common   stocks,   investment   grade  fixed  income
             securities, and short-term debt securities.

             The CREF GLOBAL EQUITIES  ACCOUNT  maintains a broadly  diversified
             portfolio  consisting  primarily  of foreign  and  domestic  common
             stocks.

             The CREF GROWTH ACCOUNT maintains a portfolio  consisting primarily
             of common  stocks  that we  believe  present  the  opportunity  for
             exceptional growth.

             The CREF EQUITY  INDEX  ACCOUNT  maintains  a portfolio  consisting
             primarily  of domestic  stocks  selected to track the overall  U.S.
             stock market.

     In the future,  CREF may establish  other  Accounts  with other  investment
     portfolios.

    DELETION  OF A CREF  ACCOUNT OR  UNIT-ANNUITIES  FROM AN  ACCOUNT.  CREF can
    delete or stop providing unit-annuities in any Account, including any future
    Accounts,  except the Stock  Account  and the Money  Market  Account.  If an
    Account  in which  you hold  Annuity  Units is  deleted  or stops  providing
    unit-annuities,  you'll have to transfer  your Annuity Units to another CREF
    Account or to TIAA as described  above.  If you don't tell us which  Account
    you want to  transfer  your  Annuity  Units to,  we'll move them to the CREF
    Money Market Account.



                                                        /s/John H. Biggs
                                                        ----------------
                                                           CHAIRMAN AND
                                                     CHIEF EXECUTIVE OFFICER


IF YOU HAVE ANY  QUESTIONS  ABOUT  YOUR  CERTIFICATE  OR NEED HELP TO  RESOLVE A
PROBLEM, YOU CAN CONTACT US AT THE ADDRESS OR PHONE NUMBER ON THE OPPOSITE SIDE.




ENDORSEMENT TO YOUR CREF GROUP
RETIREMENT UNIT-ANNUITY CERTIFICATE
- --------------------------------------------------------------------------------



                        COLLEGE RETIREMENT EQUITIES FUND
                                     (CREF)
                 730 Third Avenue, New York, New York 10017-3206

          ENDORSEMENT TO CREF GROUP RETIREMENT UNIT-ANNUITY CERTIFICATE




This  endorsement  is  part of your  agreement  with  CREF.  The  purpose  of an
endorsement  is to make changes to the  provisions of your  certificate.  Please
read this endorsement in conjunction with your certificate.


The following is added to the ACCOUNTS provision:

         CREF  maintains,  in addition  to its other  investment  Accounts,  the
         Global Equities Account.  This Account maintains separate  Accumulation
         Unit and  Annuity  Unit  values.  Your right to  allocate  premiums  or
         Transfer  funds to this Account may be limited  under the terms of your
         Employer's Retirement Plan.

                  The  CREF  GLOBAL   EQUITIES   ACCOUNT   maintains  a  broadly
                  diversified   investment  portfolio  consisting  primarily  of
                  foreign and domestic common stocks.


         DELETION OF A CREF ACCOUNT OR A UNIT-ANNUITY.  CREF may delete the CREF
         Bond Market Account,  the CREF Social Choice  Account,  the CREF Global
         Equities Account, and any future Account. Also, CREF may stop providing
         Unit-Annuities  in the CREF  Social  Choice  Account,  the CREF  Global
         Equities Account or in any future Account.

                  ACCUMULATION. If you have Accumulation Units in a CREF Account
                  that is  deleted,  you  must  transfer  them to  another  CREF
                  Account.  If you do not make a choice, CREF will transfer your
                  Accumulation in such Account to the CREF Money Market Account.

                  UNIT-ANNUITY.  If a  CREF  Account  is  deleted  or if a  CREF
                  Account stops providing  Unit-Annuities,  any Annuity Units in
                  such Account must be converted to a Unit-Annuity  in any other
                  CREF Account that  maintains  Annuity  Units.  If no choice is
                  made, any  Unit-Annuity  in the Account will be converted to a
                  Unit-Annuity in the CREF Money Market  Account.  All elections
                  and  choices  made in  connection  with an Income  Option or a
                  Method of Payment of the Death Benefit and in effect as of the
                  date of  conversion  will  remain  in  effect.  The  number of
                  Annuity  Units in the  Account  to which the  Unit-Annuity  is
                  converted  will be determined in accordance  with the Rules of
                  the Fund.


- --------------------------------------------------------------------------------
<PAGE>

ENDORSEMENT TO YOUR CREF GROUP
RETIREMENT UNIT-ANNUITY CERTIFICATE
- --------------------------------------------------------------------------------



The ANNUITY STARTING DATE provision is modified by the following:

         You may not start  annuity  benefits any earlier than the earliest date
         allowed under your Employer's  Retirement  Plan, nor any later than the
         April first  following the calendar year in which you reach age 70 1/2.
         You may change your Annuity  Starting  Date at any time, as long as the
         new date  satisfies the preceding  conditions and conforms to the terms
         of your certificate.


The following is added to the ANNUITY UNITS provision:

         The CREF Stock, CREF Money Market,  CREF Social Choice, and CREF Global
         Equities  Accounts  each  maintain  separate  Annuity  Units.  All CREF
         Annuity  Income Options and Methods of Payment of the Death Benefit are
         available  from these  Accounts.  Your right to choose an Income Option
         from the CREF  Social  Choice or CREF Global  Equities  Accounts or any
         future  Account  may be  limited  under  the  terms of your  Employer's
         Retirement Plan.


A new option is added to the INCOME OPTIONS provision:

         MINIMUM DISTRIBUTION  ANNUITY. This Income Option is designed to enable
         you to meet the minimum  distribution  requirements  under  federal tax
         law. A payment will be made to you each year until your Accumulation is
         entirely  paid out, or until your prior death.  If required to meet the
         minimum distribution  requirements,  an initial payment will be made on
         the Annuity Starting Date, generally on or before the April 1 following
         the  calendar  year in which you reach age 70 1/2.  This option may not
         provide a lifetime income in all situations.
                  If you die before the Accumulation has been entirely paid out,
         a death benefit equal to the remaining Accumulation will be paid to the
         Beneficiary you name when electing this option.
                  This option is only  available  when you must begin  receiving
         income in order to avoid penalties under federal tax law.


The UNIT-ANNUITY  FOR A FIXED PERIOD portion of the INCOME OPTIONS  provision is
replaced with the following:

         UNIT-ANNUITY  FOR A FIXED  PERIOD.  A payment  will be made to you each
         month for a fixed  period  of not less  than two nor more  than  thirty
         years, as chosen.  At the end of the period chosen, no further payments
         will be made.  If you die  before  the end of the  period  chosen,  the
         monthly payments will continue to the end of that period,  as explained
         in your  certificate.  A Unit-Annuity  for a Fixed Period is subject to
         the  terms  set  forth  in your  certificate  for the  other  types  of
         Unit-Annuities. Your Employer's Retirement Plan may limit your right to
         receive a Unit-Annuity for a Fixed Period.


- --------------------------------------------------------------------------------

<PAGE>

ENDORSEMENT TO YOUR CREF GROUP
RETIREMENT UNIT-ANNUITY CERTIFICATE
- --------------------------------------------------------------------------------

The term TERMINATION OF EMPLOYMENT is replaced with the following:

         TERMINATION  OF  EMPLOYMENT  IS a bona fide  cessation of an employment
         relationship  with your Employer.  Dissolution or  modification  of the
         Retirement  Plan;  changes in the name or affiliation of your Employer;
         leaves of absence, with or without pay; vacations;  or other events not
         in  fact  a  termination  of  employment   will  not  be  considered  a
         Termination of Employment.


A new method is added to the METHODS OF PAYMENT of the DEATH BENEFIT provision:

         MINIMUM  DISTRIBUTION  ANNUITY.  This  Method of Payment is designed to
         enable your Beneficiary to meet the minimum  distribution  requirements
         under  federal  tax law.  A  payment  will be made for each year that a
         distribution is required until your  Accumulation is entirely paid out,
         or until the  prior  death of your  Beneficiary.  This  method  may not
         provide a lifetime income in all situations.
                  If your  Beneficiary  dies before your  Accumulation  has been
         entirely paid out, the remaining  accumulation  will be paid in one sum
         to the payee named to receive it.


The LUMP-SUM BENEFITS provision is replaced with the following:

         1.       AVAILABILITY  OF LUMP-SUM  BENEFITS.  On or before the Annuity
                  Starting  Date  you may  choose  to  withdraw,  as a  Lump-sum
                  Benefit,  all or part of a  specified  Account's  Accumulation
                  Units. Your Employer's Retirement Plan may limit your right to
                  a Lump-sum  Benefit.  Any choice of Lump-sum  Benefit  must be
                  made by written notice to CREF.

                           If you are married and your  Accumulation  is subject
                  to ERISA,  your right to receive a Lump-sum Benefit is subject
                  to the rights of your spouse as described in your certificate.

                           Federal tax law may restrict distributions before age
                  59 1/2, as described in the  Restrictions of  Distributions of
                  Accumulation Arising from Elective Deferrals provision below.

         2.       PAYMENT OF THE  LUMP-SUM  BENEFIT.  If you choose the Lump-sum
                  Benefit,  the  minimum  amount you may  withdraw as a Lump-sum
                  Benefit from a CREF Account is $1,000,  or, if less, the value
                  of all  Accumulation  Units in an Account.  All values will be
                  determined as of the end of the Business Day in which CREF has
                  received, in a form acceptable to CREF:

                  A)       your request for a Lump-sum Benefit;
                  B)       verification  of  your  eligibility  for  a  Lump-sum
                           Benefit; and
                  C)       if  your   Accumulation   is  subject  to  the  ERISA
                           requirements described in your certificate,  a Waiver
                           of Spouse's Rights and consent to that waiver by your
                           spouse, or proof that you are not married.

- --------------------------------------------------------------------------------

<PAGE>

ENDORSEMENT TO YOUR CREF GROUP
RETIREMENT UNIT-ANNUITY CERTIFICATE
- --------------------------------------------------------------------------------

                           You may  choose  to defer the  effective  date of the
                  Lump-sum Benefit until the last day of any month following the
                  date on which  we  receive  the  above  requirements,  and all
                  values  will be  determined  as of the  end of such  effective
                  date.
                           The request for a Lump-sum  Benefit cannot be revoked
                  after the effective date of such Lump-sum Benefit.
                           If  all  of  your   Accumulation   Units  under  this
                  certificate   are  withdrawn  as  a  Lump-sum   Benefit,   all
                  obligations  of  CREF  to  you  under  this   certificate  are
                  fulfilled.


The portion of the  TRANSFER  provision  relating to  frequency  of transfers is
modified to read as follows:

         CREF may limit Transfers from each Account to not more than one in each
calendar quarter.


The following GENERAL PROVISION is added:

         RESTRICTIONS  ON  DISTRIBUTION  OF  ACCUMULATION  ARISING FROM ELECTIVE
         DEFERRALS.  This  certificate  may be used  as  part of a  tax-deferred
         annuity plan as specified under IRC Section 403(b).  IRC Section 403(b)
         prohibits the  distribution,  in accordance  with the provisions of the
         contract, to you of the portion, if any, of your Accumulation equal to:
                  A)       amounts  attributable  to funds  transferred  to this
                           certificate from a custodial account
                           established under IRC Section 403(b)(7); plus
                  B)       amounts  attributable  to  premiums  paid  to an  IRC
                           Section   403(b)(1)   annuity  contract  as  elective
                           deferrals under a salary reduction  agreement (within
                           the meaning of IRC Section 403(b)(11)); less
                  C)       the value,  if any, of the amounts  described  in (B)
                           determined as of December 31, 1988;

         until you:

                  (1)      reach age 59 1/2;
                  (2)      separate  from  service of the  employer  under whose
                           plan the aforementioned portion is attributable;
                  (3)      die;
                  (4)      become  disabled  within the  meaning of IRC  Section
                           72(m)(7); or
                   (5)     encounter financial  "hardship" within the meaning of
                           IRC Section 403(b).

         In the case of hardship,  IRC Section 403(b) requires that any earnings
         credited  after  December 31, 1988 and, in addition  any  contributions
         paid after December 31, 1988 to 



- --------------------------------------------------------------------------------

<PAGE>

ENDORSEMENT TO YOUR CREF GROUP
RETIREMENT UNIT-ANNUITY CERTIFICATE
- --------------------------------------------------------------------------------


          a custodial  account  established under IRC Section 403(b)(7) that are
          not elective deferrals under a salary reduction agreement, will not be
          available for distribution.

                  Any  request  for an early  withdrawal  due to  disability  or
         hardship must be submitted  with evidence of the disability or hardship
         on forms satisfactory to CREF and not inconsistent with applicable law.
         An individual shall be considered to be disabled if he or she is unable
         to  engage  in  any  substantial  gainful  activity  by  reason  of any
         medically  determinable  physical  or  mental  impairment  which can be
         expected to result in death or to be of  long-continued  and indefinite
         duration.


                                                  CHAIRMAN AND
                                             CHIEF EXECUTIVE OFFICER


- --------------------------------------------------------------------------------

<PAGE>


                        COLLEGE RETIREMENT EQUITIES FUND
                                     (CREF)
                   730 Third Avenue, New York, New York 10017

   ENDORSEMENT TO CREF ROLLOVER INDIVIDUAL RETIREMENT UNIT-ANNUITY CERTIFICATE

                          Effective date: July 1, 1992

This  endorsement  adds the  following to the  corresponding  provisions of your
certificate  and/or adds the  following  provisions  to your  certificate.  This
endorsement is to be read in conjunction with your certificate.

                          CREF GLOBAL EQUITIES ACCOUNT

         As of the  effective  date,  CREF  maintains,  in addition to its other
         investment Accounts, the Global Equities Account.

         The CREF  GLOBAL  EQUITIES  ACCOUNT  maintains  a  broadly  diversified
         investment  portfolio  consisting  primarily  of foreign  and  domestic
         common stocks.  This Account maintains  separate  Accumulation Unit and
         Annuity Unit values.  All CREF  Annuity  Income  Options and Methods of
         Payment of the Death  Benefit are  available  from the Global  Equities
         Account.  CREF may delete the Global Equities Account or stop providing
         Unit-Annuities in the Global Equities Account.

                                                      CHAIRMAN AND
                                                 CHIEF EXECUTIVE OFFICER





                        COLLEGE RETIREMENT EQUITIES FUND
                                     (CREF)
                   730 Third Avenue, New York, New York 10017

          ENDORSEMENT TO CREF MINIMUM DISTRIBUTION ANNUITY CERTIFICATE

                          Effective Date: July 1, 1992


This  endorsement  adds the  following to the  corresponding  provisions of your
certificate  and/or adds the  following  provisions  to your  certificate.  This
endorsement is to be read in conjunction with your certificate.


                          CREF GLOBAL EQUITIES ACCOUNT

     As of the  effective  date,  CREF  maintains,  in  addition  to  its  other
     investment Accounts, the Global Equities Account.

     The CREF GLOBAL EQUITIES ACCOUNT maintains a broadly diversified investment
     portfolio  consisting primarily of foreign and domestic common stocks. This
     Account maintains  separate  Accumulation Unit and Annuity Unit values. All
     CREF Annuity Income Options and Methods of Payment of the Death Benefit are
     available from the Global Equities Account. The Rules of the Fund may limit
     your right to allocate  Considerations  to this Account,  Transfer funds to
     this Account, or choose an Income Option from this Account. CREF may delete
     the Global Equities Account or stop providing  Unit-Annuities in the Global
     Equities Account.



                                                        /s/John H. Biggs
                                                        ----------------
                                                           CHAIRMAN AND
                                                     CHIEF EXECUTIVE OFFICER





                        COLLEGE RETIREMENT EQUITIES FUND
                                     (CREF)
                   730 Third Avenue, New York, New York 10017

          Endorsement to CREF Minimum Distribution Annuity Certificate

                          Effective Date: July 1, 1992

This  endorsement  adds the  following to the  corresponding  provisions of your
certificate  and/or adds the  following  provisions  to your  certificate.  This
endorsement is to be read in conjunction with your certificate.

                          CREF GLOBAL EQUITIES ACCOUNT

As of the effective date, CREF  maintains,  in addition to its other  investment
Accounts, the Global Equities Account.

The CREF Global  Equities  Account  maintains a broadly  diversified  investment
portfolio  consisting  primarily of foreign and  domestic  common  stocks.  This
Account maintains separate  Accumulation Unit and Annuity Unit values. The Rules
of the Fund may limit your right to allocate Considerations or Transfer funds to
this Account.

                         TERMS USED IN THIS CERTIFICATE

Annuity  Units.  An  Annuity  Unit is the unit of payment  for all  Unit-Annuity
benefits. The CREF Stock, CREF Money Market, CREF Social Choice, and CREF Global
Equities  Accounts each maintain  separate Annuity Units. All CREF  Unit-Annuity
Income  Options and Methods of Payment of the Death Benefit are  available  from
these Accounts.  For Accumulation Units purchased by Considerations  remitted on
your behalf under a Retirement Plan, your right to choose a Unit-Annuity  Income
Option from the CREF Social Choice  Account or CREF Global  Equities  Account or
any future Account may be limited in accordance  with the Rules of the Fund. The
current  value of an  Annuity  Unit will  change  from  time to time to  reflect
changes in CREF's  investment,  mortality,  and expense  experience.  The dollar
value of any  Unit-Annuity  payment will be the product of the number of Annuity
Units to be paid and the then-current value of an Annuity Unit.

                  DELETION OF A CREF ACCOUNT OR A UNIT-ANNUITY

CREF may delete the CREF Bond Market  Account,  the CREF Social Choice  Account,
the CREF Global Equities  Account,  and any future Account.  Also, CREF may stop
providing  Unit-Annuities  in the CREF Social  Choice  Account,  the CREF Global
Equities Account or in any future Account.

      Accumulation. If you have Accumulation  Units in a CREF  Account  that  is
      deleted, you must  transfer  them to  another CREF  Account. If you do not
      make a choice, CREF will transfer your Accumulation in such Account to the
      CREF Money Market Account.

      Unit-Annuity.  If a CREF  Account is deleted  or if a CREF  Account  stops
      providing  Unit-Annuities,  any  Annuity  Units  in such  Account  must be
      converted  to a  Unit-Annuity  in any other CREF  Account  that  maintains
      Annuity Units. If no choice is made, any  Unit-Annuity in the Account will
      be  converted to a  Unit-Annuity  in the CREF Money  Market  Account.  All
      elections and choices made in connection with an Income Option or a Method
      of Payment of the Death Benefit and in effect as of the date of conversion
      will remain in effect. The number of Annuity Units in the Account to which
      the  Unit-Annuity  is converted will be determined in accordance  with the
      Rules of the Fund.

                                                              Chairman and
                                                         Chief Executive Officer






                        COLLEGE RETIREMENT EQUITIES FUND
                                     (CREF)
                   730 Third Avenue, New York, New York 10017

          ENDORSEMENT TO CREF MINIMUM DISTRIBUTION ANNUITY CERTIFICATE

                          Effective Date: July 1, 1992


This  endorsement  adds the  following to the  corresponding  provisions of your
certificate  and/or adds the  following  provisions  to your  certificate.  This
endorsement is to be read in conjunction with your certificate.


                          CREF GLOBAL EQUITIES ACCOUNT

     As of the  effective  date,  CREF  maintains,  in  addition  to  its  other
     investment Accounts, the Global Equities Account.

     The CREF GLOBAL EQUITIES ACCOUNT maintains a broadly diversified investment
     portfolio  consisting primarily of foreign and domestic common stocks. This
     Account maintains  separate  Accumulation Unit and Annuity Unit values. All
     CREF Annuity Income Options and Methods of Payment of the Death Benefit are
     available  from the  Global  Equities  Account.  CREF may delete the Global
     Equities  Account or stop providing  Unit-Annuities  in the Global Equities
     Account.



                                                        /s/John H. Biggs
                                                        ----------------
                                                           CHAIRMAN AND
                                                     CHIEF EXECUTIVE OFFICER


<PAGE>



                          RESTRICTIONS ON DISTRIBUTION
                OF ACCUMULATION ARISING FROM ELECTIVE DEFERRALS

     This  certificate  may be used as part of a  tax-deferred  annuity  plan as
     specified  under IRC Section  403(b).  IRC  Section  403(b)  prohibits  the
     distribution to you of the portion,  if any, of your Accumulation equal to:
 
                  A)       amounts  attributable  to funds  transferred  to this
                           certificate  from  a  custodial  account  established
                           under IRC Section 403(b)(7); plus

                  B)       amounts  attributable  to  premiums  paid  to an  IRC
                           Section   403(b)(1)   annuity  contract  as  elective
                           deferrals under a salary reduction  agreement (within
                           the meaning of IRC Section 403(b)(11)); less

                  C)       the value,  if any, of the amounts  described  in (B)
                           determined as of December 31, 1988; until you:

                  (1)      attain age 59 1/2;

                  (2)      separate  from  service of the  employer  under whose
                           plan the aforementioned portion is attributable;  (3)
                           die; or

                  (4)      become  disabled  within the  meaning of IRC  Section
                           72(m)(7).

Any request for an early  withdrawal  due to disability  must be submitted  with
evidence of the disability on forms  satisfactory  to CREF and not  inconsistent
with applicable law.


                                                        /s/             
                                                        ----------------
                                                           CHAIRMAN AND
                                                     CHIEF EXECUTIVE OFFICER




                        COLLEGE RETIREMENT EQUITIES FUND
                                     (CREF)
                   730 Third Avenue, New York, New York 10017

          ENDORSEMENT TO CREF MINIMUM DISTRIBUTION ANNUITY CERTIFICATE

                          Effective Date: July 1, 1992

This  endorsement  adds the  following to the  corresponding  provisions of your
certificate  and/or adds the  following  provisions  to your  certificate.  This
endorsement is to be read in conjunction with your certificate.


                          CREF GLOBAL EQUITIES ACCOUNT

As of the effective date, CREF  maintains,  in addition to its other  investment
Accounts, the Global Equities Account.

The CREF Global  Equities  Account  maintains a broadly  diversified  investment
portfolio  consisting  primarily  of  foreign  and domestic common stocks.  This
Account maintains separate Accumulation Unit and Annuity Unit values.


                         TERMS USED IN THIS CERTIFICATE

Annuity  Units.  An  Annuity  Unit is the unit of payment  for all  Unit-Annuity
benefits. The CREF Stock, CREF Money Market, CREF Social Choice, and CREF Global
Equities  Accounts each maintain  separate Annuity Units. All CREF  Unit-Annuity
Income  Options and Methods of Payment of the Death Benefit are  available  from
these  Accounts.  The current  value of an Annuity Unit will change from time to
time to reflect changes in CREF's investment, mortality, and expense experience.
The dollar value of any  Unit-Annuity  payment will be the product of the number
of Annuity Units to be paid and the then-current value of an Annuity Unit.


                  DELETION OF A CREF ACCOUNT OR A UNIT-ANNUITY

CREF may delete the CREF Bond Market  Account,  the CREF Social Choice  Account,
the CREF Global Equities  Account,  and any future Account.  Also, CREF may stop
providing  Unit-Annuities  in the CREF Social  Choice  Account,  the CREF Global
Equities Account or in any future Account.

Accumulation.  If you have Accumulation Units in a CREF Account that is deleted,
you must  transfer  them to another CREF  Account.  If you do not make a choice,
CREF will  transfer your  Accumulation  in such Account to the CREF Money Market
Account.

      Unit-Annuity.  If a CREF  Account is deleted  or if a CREF  Account  stops
      providing  Unit-Annuities,  any  Annuity  Units  in such  Account  must be
      converted  to a  Unit-Annuity  in any other CREF  Account  that  maintains
      Annuity Units. If no choice is made, any  Unit-Annuity in the Account will
      be  converted to a  Unit-Annuity  in the CREF Money  Market  Account.  All
      elections and choices made in connection with an Income Option or a Method
      of Payment of the Death Benefit and in effect as of the date of conversion
      will remain in effect. The number of Annuity Units in the Account to which
      the  Unit-Annuity  is converted will be determined in accordance  with the
      Rules of the Fund.


                                                               Chairman and
                                                         Chief Executive Officer




                        COLLEGE RETIREMENT EQUITIES FUND

                                     (CREF)
                   730 Third Avenue, New York, New York 10017

                  ENDORSEMENT TO CREF UNIT-ANNUITY CERTIELCATE

                          Effective Date: July 1, 1992

This  endorsement  adds the  following to the  corresponding  provisions of your
certificate  and/or adds the  following  provisions  to your  certificate.  This
endorsement is to be read in conjunction with your certificate.

                          CREF GLOBAL EQUITIES ACCOUNT

As of the effective date, CREF  maintains,  in addition to its other  investment
Accounts, the Global Equities Account.

The CREF GLOBAL EQLOITIES  ACCOUNT  maintains a broadly  diversified  investment
portfolio  consisting  primarily of foreign and  domestic  common  stocks.  This
Account maintains separate Accumulation Unit and Annuity Unit values.

                           DELETION OF A UNIT-ANNUITY

CREF may stop providing  Unit-Annuities in the CREF Social Choice Account,  CREF
Global  Equities  Account  or in any future  Account.  If a CREF  Account  stops
providing Unit-Annuities, any Annuity Units in such Account must be converted to
a  Unit-Annuity  in any other CREF Account that maintains  Annuity Units.  If no
choice  is  made,  any  Unit-Annuity  in the  Account  will  be  converted  to a
Unit-Annuity in the CREF Money Market Account. All elections and choices made in
connection with an Income Option or a Method of Payment of the Death Benefit and
in effect as of the date of  conversion  will  remain in  effect.  The number of
Annuity  Units in the Account to which the  Unit-Annuity  is  converted  will be
determined in accordance with the Rules of the Fund.

                                                              CHAIRMAN AND
                                                         CHIEF EXECUTIVE OFFICER





                                                  File: FLRAE.TXT

APPLICATION
For TIAA-CREF
Retirement Annuity Contracts
For Plans Covered By ERISA

IMPORTANT: Use this application to enroll in your institution's basic retirement
plan only,  not for  personal  tax-deferred  savings.  It's Easy to Enroll  Just
complete the application and return it to your benefits office.  Questions? Call
our  Enrollment  Hotline at 1 800 842-2888  8am - 11pm ET weekdays  9/97 edition
(FLA.) Instructions for filling out the application 

1. Personal Information 

Your  retirement  income  starting  date is when  you  plan to  start  receiving
TIAA-CREF  retirement income. You can change it any time. If you do not select a
date or an age, we will assume age 65 when preparing your benefit illustrations.
We are complying with a regulatory agency requirement in asking that you provide
the Existing Contracts information in this section.

2. Your premium allocation 

You can allocate  premiums to the TIAA Traditional  Annuity,  the CREF Stock and
Money Market accounts,  and to any of the other TIAA and CREF accounts available
under your employer's  retirement plan.  Before  allocating money to any account
(other than the TIAA  Traditional  Annuity) please read the current  prospectus.
Premium allocations have to be in whole percentages and total 100%.

NOTE:  TIAA limits  transfers  from the Real Estate  Account to one per calendar
month. In the future,  TIAA and CREF may restrict transfers from the Real Estate
Account or from any of the CREF accounts to one per calendar  quarter.  TIAA has
the  right to stop  accepting  premiums  and/or  transfers  to the  Real  Estate
Account.


<PAGE>

You can change your  allocation of future premiums  anytime.  If your allocation
does not total 100%, if it violates any plan limitations,  or if we receive your
premiums  before we receive your  application,  any premiums will go to the CREF
Money  Market  Account.  Upon  receiving a valid  allocation,  we will apply all
future  premiums  accordingly.  For  more  information,   please  see  the  CREF
prospectus.

3. Your designation of beneficiary

If you die before annuity payments start, your designated  beneficiary(ies) will
receive the total value of your accumulations as a death benefit.  If no primary
beneficiary  lives longer than you,  death  benefits will go to your  contingent
beneficiary(ies).  For example,  a married  person with children  might name the
spouse as primary beneficiary and the children as contingent beneficiaries.

If you die before annuity  payments  start,  have not named a  beneficiary,  and
leave no spouse,  your estate receives the entire  accumulation.  If you leave a
spouse, he or she will receive 50% of the value of your accumulation  under each
contract; the remainder will be paid to your estate.

If you do not have the date of birth and / or Social  Security number for one of
your beneficiaries, you can send in this form now and forward the information to
us later. The beneficiary  designations that you provide on this form will apply
only to this contract.  If you have other TIAA-CREF  contracts,  you may want to
make sure your beneficiary designations reflect your current intentions. For any
questions about naming your beneficiary(ies), please call us at 1 800 842-2776.

Notice of Spouse's  Right to Annuity Death  Benefits

Your  employer's  retirement plan is subject to the Employee  Retirement  Income
Security Act of 1974 (ERISA).  Under ERISA, your surviving spouse has a right to
an annuity  worth 50% of the value of your  accumulation  under each contract at
your date of death,  unless your spouse  consents to the  designation of another
primary  beneficiary.  To permit  someone other than your spouse to receive more
than 50% of the  annuity  death  benefits,  your spouse must sign the consent in
Section 5 of the application.  A spouse's consent will not be valid with respect
to any different spouse you may have in the future.


<PAGE>

4.  note:  

The TIAA Traditional Annuity does not provide any cash surrender value. However,
you may transfer all or part of your TIAA  Traditional  Annuity  accumulation to
CREF or TIAA Real Estate in  substantially  equal annual amounts over a ten-year
period.  Also, if permitted by your  employer's  plan, you may receive a full or
partial cash withdrawal of your CREF or TIAA Real Estate accumulations.

5. Waiver of spouse's right to a preretirement survivor death benefit

If you are  married  and  you  have  not  named  your  spouse  as  your  primary
beneficiary  for at least 50% of your annuity  death  benefits,  then by signing
this  application,  you are  waiving  your  spouse's  right  to a  preretirement
survivor  death benefit and your spouse must agree to this waiver by signing the
consent.  Generally,  you can make  this  waiver  only if you're at least 35. If
you're under 35, please contact your Benefits Office for more information.

You can revoke the waiver any time before your annuity  income  begins by naming
your  spouse as your  primary  beneficiary.  Consent by Spouse By  signing  this
consent,  your  spouse is giving up all  rights  to  receive  the  preretirement
survivor benefit.  Your spouse cannot revoke consent once it has been given. Any
survivor  benefits  payable before annuity income payments begin will be paid to
the  beneficiary(ies)  you named.  (Your spouse's signature must be witnessed by
your employer's plan  representative  or a notary public.) 

CREF  certificates and interests in the TIAA Real Estate Account are distributed
by TIAA-CREF Individual & Institutional Services.  Standard RA (ERISA) 9/97 FLA.
Application for TIAA and CREF Retirement Annuity Contracts


Please type or print in ink and provide all information requested. A

1. Personal Information

Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other Mailing  Address  Street
City State Zip Code Daytime  Telephone  Number Sex Date of Birth Social Security
Number Spouse's Name ( ) n M n F Mo. Day Yr. Employing Institution Campus/Branch
Job Title/Position

Existing Contracts Will these annuity contracts replace an existing annuity from
another company?  n Yes n No From what company?  Contract Number Your Retirement
Income Starting Date The first day of (Month) (Year) , or at the age of .
<PAGE>

2. Your Premium Allocation

TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF  Traditional Real Estate Stock
Money Market  Social  Choice Bond Market  Global  Equities  Growth  Equity Index
Inflation-Linked Bond % % % % % % % % % % = 100%

3. Your Designation of Beneficiary

Name(s) of Primary  Beneficiary(ies)  Relationship  to You Date of Birth  Social
Security Number Name(s) of Contingent Beneficiary(ies)  Relationship to You Date
of Birth Social Security Number

4. You cannot assign or take loans from these  contracts.  Distributions  before
age 59 1/2, or before termination of service, may be prohibited, limited, and/or
subject  to  substantial  tax  penalties.  Your  TIAA  contract  does not  allow
single-sum  withdrawals,  but does allow transfers from the Traditional  Annuity
accumulation to CREF over a ten-year period.  Real Estate Account  accumulations
may be  transferred  to CREF in a single sum. We may be required under your CREF
contract to limit withdrawals,  transfers among the CREF accounts,  or transfers
to alternate funding vehicles.  CREF account accumulations and benefit payments,
and Real Estate Account  accumulations,  are variable and not  guaranteed;  they
depend on the investment performance of these accounts.

Under ERISA,  each contract  gives your spouse the right to an annuity worth 50%
of the value of your  accumulations at the date of your death.  Your spouse must
consent below to any beneficiary designation that doesn't meet this requirement.

I have read and understood all provisions of this application. I have received a
current CREF prospectus and a current Real Estate Account prospectus.

         Signed                             Date

5. Consent to Waiver of Spouse's Right to a Preretirement Survivor Death Benefit

If you have waived your spouse's right to a preretirement survivor death benefit
under ERISA by naming other primary beneficiaries for more than 50% of any death
benefit,  your spouse must  consent to the  waiver.  

Consent by Spouse (must be  witnessed)  With this consent I am  voluntarily  and
irrevocably  giving  up my right to a  qualified  preretirement  survivor  death
benefit under ERISA. I recognize that any  preretirement  death benefit  payable
under these contracts will be paid to the beneficiaries as specified above.
         
         Signed (Spouse)   Soc. Sec. No.    Date
         Notary or Plan Representative   Date
         Signature of Florida Licensed Agent
         LIC. NO. 593282667
If  you  would like to receive CREF's Statement of Additional Information, which
supplements the CREF prospectus, check here.   n
                                            Code
10.34.3E (10/95) FLA.
Any person who  knowingly  and with  intent to injure,  defraud,  or deceive any
insurer  files a  statement  of claim or an  application  containing  any false,
incomplete,  or  misleading  information,  is  guilty  of a felony  of the third
degree. (C) 1997 Teachers Insurance and Annuity Association o College Retirement
Equities Fund

Printed on Recycled Paper

Teachers Insurance and Annuity Association

College Retirement Equities Fund

730 Third Avenue
New York, NY 10017-3206
1 800 842-2733
212 490-9000

Standard RA (ERISA) 9/97 FLA.



<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

                                                  File: CARAE.TXT

APPLICATION
For TIAA-CREF
Retirement Annuity Contracts
For Plans Covered By ERISA

IMPORTANT: Use this application to enroll in your institution's basic retirement
plan only,  not for  personal  tax-deferred  savings.  

It's Easy to Enroll Just complete the application and return it to your benefits
office.  Questions?  Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET
weekdays 9/97 edition (CA) Instructions for filling out the application

1. Personal  Information 

Your  retirement  income  starting  date is when  you  plan to  start  receiving
TIAA-CREF  retirement income. You can change it any time. If you do not select a
date or an age, we will assume age 65 when preparing your benefit illustrations.
We are complying with a regulatory agency requirement in asking that you provide
the Existing Contracts information in this section.

2. Your premium allocation 

You can allocate  premiums to the TIAA Traditional  Annuity,  the CREF Stock and
Money Market  accounts,  and to any of the other CREF accounts  available  under
your employer's  retirement plan.  Before allocating money to any account (other
than the TIAA Traditional  Annuity) please read the current prospectus.  Premium
allocations have to be in whole percentages and total 100%.

NOTE: In the future,  CREF may restrict  transfers from any of the CREF accounts
to one per calendar quarter.

You can change your  allocation of future premiums  anytime.  If your allocation
does not total 100%, if it violates any plan limitations,  or if we receive your
premiums  before we receive your  application,  any premiums will go to the CREF
Money  Market  Account.  Upon  receiving a valid  allocation,  we will apply all
future  premiums  accordingly.  For  more  information,   please  see  the  CREF
prospectus.


<PAGE>

CALIFORNIA RESIDENTS PLEASE NOTE: These annuity contracts are issued
in California,  where the TIAA Real Estate Account is not available.  California
residents cannot allocate to this account. 

3. Your designation of beneficiary 

If you die before annuity payments start, your designated  beneficiary(ies) will
receive the total value of your accumulations as a death benefit.  If no primary
beneficiary  lives longer than you,  death  benefits will go to your  contingent
beneficiary(ies).  For example,  a married  person with children  might name the
spouse as primary beneficiary and the children as contingent beneficiaries.

If you die before annuity  payments  start,  have not named a  beneficiary,  and
leave no spouse,  your estate receives the entire  accumulation.  If you leave a
spouse, he or she will receive 50% of the value of your accumulation  under each
contract; the remainder will be paid to your estate.

If you do not have the date of birth and / or Social  Security number for one of
your beneficiaries, you can send in this form now and forward the information to
us later. The beneficiary  designations that you provide on this form will apply
only to this contract.  If you have other TIAA-CREF  contracts,  you may want to
make sure your beneficiary designations reflect your current intentions. For any
questions about naming your beneficiary(ies), please call us at 1 800 842-2776.

Notice of Spouse's Right to Annuity Death Benefits

Your  employer's  retirement plan is subject to the Employee  Retirement  Income
Security Act of 1974 (ERISA).  Under ERISA, your surviving spouse has a right to
an annuity  worth 50% of the value of your  accumulation  under each contract at
your date of death,  unless your spouse  consents to the  designation of another
primary  beneficiary.  To permit  someone other than your spouse to receive more
than 50% of the  annuity  death  benefits,  your spouse must sign the consent in
Section 5 of the application.  A spouse's consent will not be valid with respect
to any different spouse you may have in the future.


<PAGE>

4. note: 

 The TIAA  Traditional  Annuity  does not provide any cash
surrender value.  However, you may transfer all or part of your TIAA Traditional
Annuity  accumulation  to CREF in  substantially  equal  annual  amounts  over a
ten-year  period.  Also, if permitted by your employer's plan, you may receive a
full or  partial  cash  withdrawal  of your  CREF  accumulations.  

5. Waiver of spouse's right to a preretirement survivor death benefit

If you are  married  and  you  have  not  named  your  spouse  as  your  primary
beneficiary  for at least 50% of your annuity  death  benefits,  then by signing
this  application,  you are  waiving  your  spouse's  right  to a  preretirement
survivor  death benefit and your spouse must agree to this waiver by signing the
consent.  Generally,  you can make  this  waiver  only if you're at least 35. If
you're under 35, please contact your Benefits Office for more information.

You can revoke the waiver any time before your annuity  income  begins by naming
your spouse as your primary beneficiary.

Consent by Spouse 

By signing  this  consent,  your  spouse is giving up all rights to receive  the
preretirement  survivor  benefit.  Your spouse cannot revoke consent once it has
been given.  Any survivor  benefits payable before annuity income payments begin
will be paid to the beneficiary(ies) you named. (Your spouse's signature must be
witnessed by your employer's plan representative or a notary public.)

CREF   certificates   are   distributed  by  TIAA-CREF   Individual  &
Institutional  Services.  Standard RA (ERISA) 9/97 CA  Application  for TIAA and
CREF Retirement  Annuity  Contracts  Please type or print in ink and provide all
information requested. A

1. Personal Information

Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other Mailing  Address  Street
City State Zip Code Daytime  Telephone  Number Sex Date of Birth Social Security
Number Spouse's Name ( ) n M n F Mo. Day Yr. Employing Institution Campus/Branch
Job Title/Position

Existing Contracts Will these annuity contracts replace an existing annuity from
another company?  n Yes n No From what company?  Contract Number Your Retirement
Income Starting Date The first day of (Month) (Year) , or at the age of .


<PAGE>

2. Your Premium Allocation

TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF  Traditional Real Estate Stock
Money Market  Social  Choice Bond Market  Global  Equities  Growth  Equity Index
Inflation-Linked Bond % N/A % % % % % % % % % = 100%

3. Your Designation of Beneficiary

Name(s) of Primary  Beneficiary(ies)  Relationship  to You Date of Birth  Social
Security Number Name(s) of Contingent Beneficiary(ies)  Relationship to You Date
of Birth Social Security Number

4. You cannot assign or take loans from these  contracts.  Distributions  before
age 59 1/2, or before termination of service, may be prohibited, limited, and/or
subject  to  substantial  tax  penalties.  Your  TIAA  contract  does not  allow
single-sum  withdrawals,  but does allow transfers from the Traditional  Annuity
accumulation to CREF over a ten-year period.  Real Estate Account  accumulations
may be  transferred  to CREF in a single sum. We may be required under your CREF
contract to limit withdrawals,  transfers among the CREF accounts,  or transfers
to alternate funding vehicles.  CREF account accumulations and benefit payments,
and Real Estate Account  accumulations,  are variable and not  guaranteed;  they
depend on the investment performance of these accounts.

Under ERISA,  each contract  gives your spouse the right to an annuity worth 50%
of the value of your  accumulations at the date of your death.  Your spouse must
consent below to any beneficiary designation that doesn't meet this requirement.
I have read and understood all provisions of this application. I have received a
current CREF prospectus and a current Real Estate Account prospectus.

         Signed                             Date

5. Consent to Waiver of Spouse's Right to a Preretirement Survivor Death Benefit

If you have waived your spouse's right to a preretirement survivor death benefit
under ERISA by naming other primary beneficiaries for more than 50% of any death
benefit, your spouse must consent to the waiver.

Consent by Spouse (must be witnessed)


<PAGE>

With  this  consent I am  voluntarily  and  irrevocably  giving up my right to a
qualified preretirement survivor death benefit under ERISA. I recognize that any
preretirement  death benefit  payable under these  contracts will be paid to the
beneficiaries as specified above.
         Signed (Spouse)   Soc. Sec. No.    Date
         Notary or Plan Representative   Date
If you would like to receive CREF's Statement of Additional Information, which 
supplements the CREF prospectus, check here.   n
                                            Code
10.34.3E (10/95)  CA

(C) 1997  Teachers  Insurance  and  Annuity  Association  o  College  Retirement
Equities Fund

Printed on Recycled Paper

Teachers Insurance and Annuity Association

College Retirement Equities Fund

730 Third Avenue
New York, NY 10017-3206
1 800 842-2733
212 490-9000

Standard RA (ERISA) 9/97 CA

<PAGE>


                                                  File: CARAE.TXT

APPLICATION

For TIAA-CREF
Retirement Annuity Contracts

For Plans Covered By ERISA

IMPORTANT: Use this application to enroll in your institution's basic retirement
plan only,  not for  personal  tax-deferred  savings.  It's Easy to Enroll  Just
complete the application and return it to your benefits office.  Questions? Call
our  Enrollment  Hotline at 1 800 842-2888  8am - 11pm ET weekdays  9/97 edition
(CA) 


<PAGE>


INSTRUCTIONS FOR FILLING OUT THE APPLICATION 

1. PERSONAL  INFORMATION

Your  retirement  income  starting  date is when  you  plan to  start  receiving
TIAA-CREF  retirement income. You can change it any time. If you do not select a
date or an age, we will assume age 65 when preparing your benefit illustrations.
     We are complying  with a regulatory  agency  requirement in asking that you
provide the Existing Contracts information in this section.

2. YOUR PREMIUM  ALLOCATION  
You can allocate  premiums to the TIAA Traditional  Annuity,  the CREF Stock and
Money Market  accounts,  and to any of the other CREF accounts  available  under
your employer's  retirement plan.  Before allocating money to any account (other
than the TIAA Traditional  Annuity) please read the current prospectus.  Premium
allocations have to be in whole percentages and total 100%. NOTE: In the future,
CREF may restrict  transfers  from any of the CREF  accounts to one per calendar
quarter. 
     YOU  CAN  CHANGE  YOUR  ALLOCATION  OF  FUTURE  PREMIUMS  ANYTIME.  If your
allocation  does not total 100%, if it violates any plan  limitations,  or if we
receive your premiums before we receive your  application,  any premiums will go
to the CREF Money Market  Account.  Upon receiving a valid  allocation,  we will
apply all future premiums accordingly. For more information, please see the CREF
prospectus.

CALIFORNIA  RESIDENTS  PLEASE  NOTE:  These  annuity  contracts  are  issued  in
California,  where the TIAA Real  Estate  Account is not  available.  California
residents cannot allocate to this account.

3. YOUR DESIGNATION OF BENEFICIARY 
If you die before annuity payments start, your designated  beneficiary(ies) will
receive the total value of your accumulations as a death benefit.  If no primary
beneficiary  lives longer than you,  death  benefits will go to your  contingent
beneficiary(ies).  For example,  a married  person with children  might name the
spouse as primary beneficiary and the children as contingent  beneficiaries.  If
you die before annuity payments start,  have not named a beneficiary,  and leave
no spouse, your estate receives the entire accumulation.  
     If you  leave a  spouse,  he or she will  receive  50% of the value of your
accumulation under each contract;  the remainder will be paid to your estate. If
you do not have the date of birth and / or  Social  Security  number  for one of
your beneficiaries, you can send in this form now and forward the information to
us later. The beneficiary  designations that you provide on this form will apply
only to this contract.  
     If you have  other  TIAA-CREF  contracts,  you may want to make  sure  your
beneficiary  designations  reflect your current  intentions.  For any  questions
about naming your beneficiary(ies),  please call us at 1 800 842-2776. 

NOTICE OF SPOUSE'S  RIGHT TO ANNUITY DEATH BENEFITS Your  employer's  retirement
plan is subject to the Employee  Retirement Income Security Act of 1974 (ERISA).
Under ERISA,  your  surviving  spouse has a right to an annuity worth 50% of the
value of your  accumulation  under each  contract at your date of death,  unless
your spouse  consents to the  designation  of another  primary  beneficiary.  To
permit  someone  other than your spouse to receive  more than 50% of the annuity
death  benefits,  your  spouse  must  sign  the  consent  in  Section  5 of  the
application.  A spouse's consent will not be valid with respect to any different
spouse you may have in the future.

4. NOTE:
The TIAA Traditional Annuity does not provide any cash surrender value. However,
you may transfer all or part of your TIAA  Traditional  Annuity  accumulation to
CREF in  substantially  equal annual  amounts over a ten-year  period.  Also, if
permitted  by your  employer's  plan,  you may  receive a full or  partial  cash
withdrawal  of your  CREF  accumulations.

5. WAIVER OF SPOUSE'S RIGHT TO A PRERETIREMENT SURVIVOR DEATH BENEFIT
If you are  married  and  you  have  not  named  your  spouse  as  your  primary
beneficiary  for at least 50% of your annuity  death  benefits,  then by signing
this  application,  you are  waiving  your  spouse's  right  to a  preretirement
survivor  death benefit and your spouse must agree to this waiver by signing the
consent.  Generally,  you can make  this  waiver  only if you're at least 35. If
you're under 35, please contact your Benefits Office for more  information.  
     You can revoke the waiver any time before  your  annuity  income  begins by
naming your  spouse as your  primary  beneficiary.  

CONSENT BY SPOUSE 
By signing  this  consent,  your  spouse is giving up all rights to receive  the
preretirement  survivor  benefit.  Your spouse cannot revoke consent once it has
been given.  Any survivor  benefits payable before annuity income payments begin
will be paid to the beneficiary(ies) you named. (Your spouse's signature must be
witnessed by your  employer's  plan  representative  or a notary  public.)


<PAGE>


CREF certificates are distributed by TIAA-CREF Individual & Institutional 
Services.

Standard RA (ERISA) 9/97

Application for TIAA and CREF Retirement Annuity Contracts 

Please type or print in ink and provide all information  requested.  

A

1. PERSONAL INFORMATION

Last Name     First     Middle     n Mr.    n Mrs.    n Ms.   n Dr.    n Other

Mailing Address  Street  City  State  Zip Code 

Daytime Telephone Number  Sex  Date of Birth  Social Security Number  
Spouse's Name ( )   n M   n F   Mo. Day Yr.  Employing
Institution Campus/Branch Job Title/Position

EXISTING CONTRACTS    Will these annuity contracts replace an existing annuity 
from another company?   n Yes   n No

From what company?                                   Contract Number

Your Retirement Income Starting Date   The first day of (Month)
(Year)               , or at the age of .

2. YOUR PREMIUM ALLOCATION

TIAA    TIAA    CREF    CREF    CREF     CREF     CREF     CREF     CREF    CREF
Traditional  Real Estate Stock Money Market Social Choice Bond Market Global 
Equities Growth Equity Index Inflation-Linked Bond

%    N/A     %      %      %     %     %     %     %     %     %      =     100%

3. YOUR DESIGNATION OF BENEFICIARY

Name(s) of Primary Beneficiary(ies) 

Relationship to You    Date of Birth     Social Security Number

Name(s) of Contingent Beneficiary(ies)   Relationship to You   Date of Birth 

Social Security Number

4. 

You cannot assign or take loans from these contracts.  Distributions  before age
591/2,  or before  termination of service,  may be prohibited,  limited,  and/or
subject  to  substantial  tax  penalties.  Your  TIAA  contract  does not  allow
single-sum  withdrawals,  but does allow transfers from the Traditional  Annuity
accumulation to CREF over a ten-year period.  Real Estate Account  accumulations
may be  transferred  to CREF in a single sum. We may be required under your CREF
contract to limit withdrawals,  transfers among the CREF accounts,  or transfers
to alternate funding vehicles.  

CREF account accumulations and benefit payments,
and Real Estate Account  accumulations,  are variable and not  guaranteed;  they
depend on the  investment  performance  of these  accounts.  Under  ERISA,  each
contract  gives your  spouse  the right to an annuity  worth 50% of the value of
your  accumulations at the date of your death. Your spouse must consent below to
any beneficiary designation that doesn't meet this requirement.  I have read and
understood  all provisions of this  application.  I have received a current CREF
prospectus and a current Real Estate Account prospectus.  Signed Date

5. CONSENT TO WAIVER OF SPOUSE'S RIGHT TO A PRERETIREMENT SURVIVOR DEATH BENEFIT
     If you have waived your spouse's  right to a  preretirement  survivor death
benefit under ERISA by naming other primary  beneficiaries  for more than 50% of
any death benefit, your spouse must consent to the waiver.
CONSENT BY SPOUSE  (MUST BE WITNESSED)
     With this consent I am voluntarily and irrevocably  giving up my right to a
qualified preretirement survivor death benefit under ERISA. I recognize that any
preretirement  death benefit  payable under these  contracts will be paid to the
beneficiaries as specified above.

Signed  (Spouse)        Soc. Sec. No.           Date

Notary or Plan Representative                   Date 

If you would like to receive CREF's Statement of Additional Information, which 
supplements the CREF prospectus, check here.   n

Code 10.34.3E (10/95)

CA (C) 1997 Teachers  Insurance and Annuity  Association o

College Retirement Equities Fund

Printed on Recycled Paper

Teachers Insurance and Annuity Association

College Retirement Equities Fund

730 Third Avenue
New York, NY 10017-3206
1 800 842-2733
212 490-9000

Standard RA (ERISA) 9/97 CA


                                                  File: RA(N).TXT

APPLICATION
For TIAA-CREF
Retirement Annuity Contracts
For Plans Not Covered By ERISA

IMPORTANT: Use this application to enroll in your institution's basic retirement
plan only,  not for  personal  tax-deferred  savings.  It's Easy to Enroll  Just
complete the application and return it to your benefits office.  Questions? Call
our  Enrollment  Hotline at 1 800 842-2888  8am - 11pm ET weekdays  9/97 edition
Instructions  for filling  out the  application  

1.  Personal  Information  

Your  retirement  income  starting  date is when  you  plan to  start  receiving
TIAA-CREF  retirement income. You can change it any time. If you do not select a
date or an age, we will assume age 65 when preparing your benefit illustrations.
We are complying with a regulatory agency requirement in asking that you provide
the Existing Contracts information in this section.

2. Your premium allocation 

You can allocate  premiums to the TIAA Traditional  Annuity,  the CREF Stock and
Money Market accounts,  and to any of the other TIAA and CREF accounts available
under your employer's  retirement plan.  Before  allocating money to any account
(other than the TIAA  Traditional  Annuity) please read the current  prospectus.
Premium allocations have to be in whole percentages and total 100%.

NOTE:  TIAA limits  transfers  from the Real Estate  Account to one per calendar
month. In the future,  TIAA and CREF may restrict transfers from the Real Estate
Account or from any of the CREF accounts to one per calendar  quarter.  TIAA has
the  right to stop  accepting  premiums  and/or  transfers  to the  Real  Estate
Account.

<PAGE>

You can change your  allocation of future premiums  anytime.  If your allocation
does not total 100%, if it violates any plan limitations,  or if we receive your
premiums  before we receive your  application,  any premiums will go to the CREF
Money  Market  Account.  Upon  receiving a valid  allocation,  we will apply all
future  premiums  accordingly.  For  more  information,   please  see  the  CREF
prospectus.

3. Your designation of beneficiary

If you die before annuity payments start, your designated  beneficiary(ies) will
receive the total value of your accumulations as a death benefit.  If no primary
beneficiary  lives longer than you,  death  benefits will go to your  contingent
beneficiary(ies).  For example,  a married  person with children  might name the
spouse as primary beneficiary and the children as contingent beneficiaries.

If you die before annuity  payments  start,  have not named a  beneficiary,  and
leave no spouse,  your estate receives the entire  accumulation.  If you leave a
spouse, he or she will receive 50% of the value of your accumulation  under each
contract; the remainder will be paid to your estate.

If you do not have the date of birth and / or Social  Security number for one of
your beneficiaries, you can send in this form now and forward the information to
us later. The beneficiary  designations that you provide on this form will apply
only to this contract.  If you have other TIAA-CREF  contracts,  you may want to
make sure your beneficiary designations reflect your current intentions. For any
questions about naming your beneficiary(ies), please call us at 1 800 842-2776.

4. note:

The TIAA Traditional Annuity does not provide any cash surrender value. However,
you may transfer all or part of your TIAA  Traditional  Annuity  accumulation to
CREF or TIAA Real Estate in  substantially  equal annual amounts over a ten-year
period.  Also, if permitted by your  employer's  plan, you may receive a full or
partial cash  withdrawal  of your CREF or TIAA Real Estate  accumulations.  CREF
certificates  and interests in the TIAA Real Estate  Account are  distributed by
TIAA-CREF  Individual &  Institutional  Services.  Standard RA (Non-ERISA)  9/97
Application  for TIAA and CREF  Retirement  Annuity  Contracts  (FOR  PLANS  NOT
COVERED BY ERISA)


<PAGE>

Please type or print in ink and provide all information requested. B

1. Personal  Information Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other
Mailing Address Street City State Zip Code Daytime  Telephone Number Sex Date of
Birth Social  Security  Number  Spouse's Name ( ) n M n F Mo. Day Yr.  Employing
Institution Campus/Branch Job Title/Position

Existing Contracts Will these annuity contracts replace an existing annuity from
another company?  n Yes n No From what company?  Contract Number Your Retirement
Income  Starting  Date The first day of  (Month)  (Year) , or at the age of . 2.
Your  Premium  Allocation  TIAA  TIAA  CREF  CREF  CREF CREF CREF CREF CREF CREF
Traditional  Real Estate Stock Money  Market  Social  Choice Bond Market  Global
Equities Growth Equity Index Inflation-Linked Bond % % % % % % % % % % = 100%

3. Your Designation of Beneficiary

Name(s) of Primary  Beneficiary(ies)  Relationship  to You Date of Birth  Social
Security Number Name(s) of Contingent Beneficiary(ies)  Relationship to You Date
of Birth Social Security Number

4. This  application is for contracts issued under a retirement plan not covered
by the  Employee  Retirement  Income  Security Act of 1974  (ERISA).  Generally,
retirement  plans other than those of public  institutions  and certain churches
are  covered by ERISA.  If you are  employed  at any time by an  employer  whose
retirement plan is covered by ERISA, your benefits from contributions made under
that plan will be subject  to your  spouse's  rights.  This  could  affect  your
beneficiary designation if you have named someone other than your spouse.

You cannot assign or take loans from these contracts.  Distributions  before age
59 1/2, or before  termination of service,  may be prohibited,  limited,  and/or
subject  to  substantial  tax  penalties.  Your  TIAA  contract  does not  allow
single-sum  withdrawals but does allow  transfers from the  Traditional  Annuity
accumulation to CREF over a ten-year period.  Real Estate Account  accumulations
may be  transferred  to CREF in a single sum. We may be required under your CREF
contract to limit withdrawals,  transfers among the CREF accounts,  or transfers
to alternate funding vehicles.

CREF  account  accumulations  and  benefit  payments,  and Real  Estate  Account
accumulations,  are variable and not  guaranteed;  they depend on the investment
performance of these accounts. I have read and understood all provisions of this
application. I have received a current CREF prospectus and a current Real Estate
Account prospectus.
         Signed                             Date

If you would like to receive CREF's Statement of Additional  Information,  which
supplements the CREF prospectus, check here. n

                                            Code
10.34.3N (10/95)


<PAGE>

For your  protection,  some states require a warning  against fraud to appear on
this form.  These states,  including  Colorado,  Kentucky,  New York,  and Ohio,
require a warning  substantially  similar to the following  warning.  People who
file  applications  for  insurance  or  statements  of claim commit a fraudulent
insurance act if they:

* knowingly  do so with  intent to injure,  defraud,  or deceive  any  insurance
company or another person; and/or

* knowingly  include in their  application  or statement of claim any materially
false or misleading information;  and/or 

* knowingly  conceal  information  for the purpose of misleading  concerning any
fact  material to the  application  or claim.  A fraudulent  insurance  act is a
crime, and penalties may include imprisonment,  fines, denial of insurance,  and
civil damages.

New York residents, please note:
Civil  penalties  shall not exceed  $5,000 and the stated value of the claim for
each such violation.  Colorado residents,  please note: Any insurance company or
any agent of an insurance company who knowingly provides false,  incomplete,  or
misleading  facts  or  information  to  a  policyholder or to a claimant for the
purpose of  defrauding or attempting to defraud the policyholder or the claimant
with  regard  to a settlement or award payable from the insurance proceeds shall
be  reported  to  the  Colorado  Division of  Insurance within the Department of
Regulatory Agencies.

(C) 1997  Teachers  Insurance  and  Annuity  Association  o  College  Retirement
Equities Fund

Printed on Recycled Paper

Teachers Insurance and Annuity Association

College Retirement Equities Fund

730 Third Avenue
New York, NY 10017-3206
1 800 842-2733
212 490-9000

Standard RA (Non-ERISA) 9/97


<PAGE>


                                                  File: FLRAN.TXT

APPLICATION
For TIAA-CREF
Retirement Annuity Contracts
For Plans Not Covered By ERISA

IMPORTANT: Use this application to enroll in your institution's basic retirement
plan only,  not for  personal  tax-deferred  savings.  It's Easy to Enroll  Just
complete the application and return it to your benefits office.  Questions? Call
our  Enrollment  Hotline at 1 800 842-2888  8am - 11pm ET weekdays  9/97 edition
(FLA.) Instructions for filling out the application

1. Personal Information 

Your  retirement  income  starting  date is when  you  plan to  start  receiving
TIAA-CREF  retirement income. You can change it any time. If you do not select a
date or an age, we will assume age 65 when preparing your benefit illustrations.
We are complying with a regulatory agency requirement in asking that you provide
the Existing Contracts information in this section.

2. Your premium allocation You
can allocate premiums to the TIAA Traditional  Annuity, the CREF Stock and Money
Market accounts,  and to any of the other TIAA and CREF accounts available under
your employer's  retirement plan.  Before allocating money to any account (other
than the TIAA Traditional  Annuity) please read the current prospectus.  Premium
allocations  have to be in whole  percentages and total 100%.

NOTE:  TIAA limits  transfers  from the Real Estate  Account to one per calendar
month. In the future,  TIAA and CREF may restrict transfers from the Real Estate
Account or from any of the CREF accounts to one per calendar  quarter.  TIAA has
the  right to stop  accepting  premiums  and/or  transfers  to the  Real  Estate
Account.


<PAGE>

You can change your  allocation of future premiums  anytime.  If your allocation
does not total 100%, if it violates any plan limitations,  or if we receive your
premiums  before we receive your  application,  any premiums will go to the CREF
Money  Market  Account.  Upon  receiving a valid  allocation,  we will apply all
future  premiums  accordingly.  For  more  information,   please  see  the  CREF
prospectus.

3. Your designation of beneficiary

If you die before annuity payments start, your designated  beneficiary(ies) will
receive the total value of your accumulations as a death benefit.  If no primary
beneficiary  lives longer than you,  death  benefits will go to your  contingent
beneficiary(ies).  For example,  a married  person with children  might name the
spouse as primary beneficiary and the children as contingent beneficiaries.

If you die before annuity  payments  start,  have not named a  beneficiary,  and
leave no spouse,  your estate receives the entire  accumulation.  If you leave a
spouse, he or she will receive 50% of the value of your accumulation  under each
contract; the remainder will be paid to your estate.

If you do not have the date of birth and / or Social  Security number for one of
your beneficiaries, you can send in this form now and forward the information to
us later. The beneficiary  designations that you provide on this form will apply
only to this contract.  If you have other TIAA-CREF  contracts,  you may want to
make sure your beneficiary designations reflect your current intentions. For any
questions about naming your beneficiary(ies), please call us at 1 800 842-2776.

4.  note:  

The TIAA Traditional Annuity does not provide any cash surrender value. However,
you may transfer all or part of your TIAA  Traditional  Annuity  accumulation to
CREF or TIAA Real Estate in  substantially  equal annual amounts over a ten-year
period.  Also, if permitted by your  employer's  plan, you may receive a full or
partial cash  withdrawal  of your CREF or TIAA Real Estate  accumulations.  CREF
certificates  and interests in the TIAA Real Estate  Account are  distributed by
TIAA-CREF Individual & Institutional Services. Standard RA (Non-ERISA) 9/97 FLA.
Application  for TIAA and CREF  Retirement  Annuity  Contracts  (FOR  PLANS  NOT
COVERED BY ERISA)

Please type or
print in ink and provide all information requested. B

1. Personal Information

Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other Mailing  Address  Street
City State Zip Code Daytime  Telephone  Number Sex Date of Birth Social Security
Number Spouse's Name ( ) n M n F Mo. Day Yr. Employing Institution Campus/Branch
Job Title/Position


<PAGE>

Existing Contracts Will these annuity contracts replace an existing annuity from
another company?  n Yes n No From what company?  Contract Number Your Retirement
Income Starting Date The first day of (Month) (Year) , or at the age of .

2. Your Premium Allocation

TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF  Traditional Real Estate Stock
Money Market  Social  Choice Bond Market  Global  Equities  Growth  Equity Index
Inflation-Linked Bond % % % % % % % % % % = 100%

3. Your Designation of Beneficiary

Name(s) of Primary  Beneficiary(ies)  Relationship  to You Date of Birth  Social
Security Number Name(s) of Contingent Beneficiary(ies)  Relationship to You Date
of Birth Social Security Number

4. This  application is for contracts issued under a retirement plan not covered
by the  Employee  Retirement  Income  Security Act of 1974  (ERISA).  Generally,
retirement  plans other than those of public  institutions  and certain churches
are  covered by ERISA.  If you are  employed  at any time by an  employer  whose
retirement plan is covered by ERISA, your benefits from contributions made under
that plan will be subject  to your  spouse's  rights.  This  could  affect  your
beneficiary designation if you have named someone other than your spouse.

You cannot assign or take loans from these contracts.  Distributions  before age
59 1/2, or before  termination of service,  may be prohibited,  limited,  and/or
subject  to  substantial  tax  penalties.  Your  TIAA  contract  does not  allow
single-sum  withdrawals but does allow  transfers from the  Traditional  Annuity
accumulation to CREF over a ten-year period.  Real Estate Account  accumulations
may be  transferred  to CREF in a single sum. We may be required under your CREF
contract to limit withdrawals,  transfers among the CREF accounts,  or transfers
to alternate funding vehicles.

CREF  account  accumulations  and  benefit  payments,  and Real  Estate  Account
accumulations,  are variable and not  guaranteed;  they depend on the investment
performance of these accounts. I have read and understood all provisions of this
application. I have received a current CREF prospectus and a current Real Estate
Account prospectus.
         Signed                             Date
         Signature of Florida Licensed Agent
         LIC. NO. 593282667

If you would like to receive CREF's Statement of Additional  Information,  which
supplements the CREF prospectus, check here. n

                                            Code
10.34.3N (10/95) FLA.
Any person who  knowingly  and with  intent to injure,  defraud,  or deceive any
insurer  files a  statement  of claim or an  application  containing  any false,
incomplete,  or  misleading  information,  is  guilty  of a felony  of the third
degree. 

(C) 1997  Teachers  Insurance  and  Annuity  Association  o  College  Retirement
Equities Fund

Printed on Recycled Paper

Teachers Insurance and Annuity Association

College Retirement Equities Fund

730 Third Avenue
New York, NY 10017-3206
1 800 842-2733
212 490-9000

Standard RA (Non-ERISA) 9/97 FLA.


<PAGE>

                                                  File: RA(N).TXT

APPLICATION

FOR TIAA-CREF
RETIREMENT ANNUITY CONTRACTS

FOR PLANS NOT COVERED BY ERISA

IMPORTANT: Use this application to enroll in your institution's basic retirement
plan only,  not for  personal  tax-deferred  savings.  It's Easy to Enroll  Just
complete the application and return it to your benefits office.  Questions? Call
our  Enrollment  Hotline at 1 800 842-2888  8am - 11pm ET weekdays  9/97 edition
Instructions  for filling  out the  application  




<PAGE>


1. PERSONAL INFORMATION

Your  retirement  income  starting  date is when  you  plan to  start  receiving
TIAA-CREF  retirement income. You can change it any time. If you do not select a
date or an age, we will assume age 65 when preparing your benefit illustrations.
     We are complying  with a regulatory  agency  requirement in asking that you
provide the Existing  Contracts  information  in this  section.

2. YOUR PREMIUM ALLOCATION 
You can allocate premiums to the TIAA Traditional  Annuity,  the CREF
Stock and Money Market accounts,  and to any of the other TIAA and CREF accounts
available under your employer's  retirement plan. Before allocating money to any
account  (other  than the TIAA  Traditional  Annuity)  please  read the  current
prospectus.  Premium allocations have to be in whole percentages and total 100%.
NOTE:  TIAA limits  transfers  from the Real Estate  Account to one per calendar
month. In the future,  TIAA and CREF may restrict transfers from the Real Estate
Account or from any of the CREF accounts to one per calendar  quarter.  TIAA has
the  right to stop  accepting  premiums  and/or  transfers  to the  Real  Estate
Account.  
YOU CAN CHANGE YOUR  ALLOCATION OF FUTURE PREMIUMS  ANYTIME.  If your allocation
does not total 100%, if it violates any plan limitations,  or if we receive your
premiums  before we receive your  application,  any premiums will go to the CREF
Money  Market  Account.  Upon  receiving a valid  allocation,  we will apply all
future  premiums  accordingly.  For  more  information,   please  see  the  CREF
prospectus.

3. YOUR  DESIGNATION OF BENEFICIARY 
If you die before annuity payments start, your designated  beneficiary(ies) will
receive the total value of your accumulations as a death benefit.  If no primary
beneficiary  lives longer than you,  death  benefits will go to your  contingent
beneficiary(ies).  For example,  a married  person with children  might name the
spouse as primary beneficiary and the children as contingent beneficiaries.

If you die before annuity  payments  start,  have not named a  beneficiary,  and
leave no spouse,  your estate receives the entire  accumulation.  If you leave a
spouse, he or she will receive 50% of the value of your accumulation  under each
contract; the remainder will be paid to your estate. If you do not have the date
of birth and / or Social Security number for one of your beneficiaries,  you can
send in this form now and forward the  information to us later.  The beneficiary
designations that you provide on this form will apply only to this contract. 
If you  have  other  TIAA-CREF  contracts,  you  may  want  to  make  sure  your
beneficiary  designations  reflect your current  intentions.  For any  questions
about naming your  beneficiary(ies),  please call us at 1 800 842-2776. 

4. NOTE:
The TIAA Traditional Annuity does not provide any cash surrender value. However,
you may transfer all or part of your TIAA  Traditional  Annuity  accumulation to
CREF or TIAA Real Estate in  substantially  equal annual amounts over a ten-year
period.  Also, if permitted by your  employer's  plan, you may receive a full or
partial cash  withdrawal  of your CREF or TIAA Real Estate  accumulations.  


CREF  certificates and interests in the TIAA Real Estate Account are distributed
by TIAA-CREF Individual & Institutional Services.

Standard RA (Non-ERISA)  9/97


<PAGE>


APPLICATION  FOR TIAA AND CREF  RETIREMENT  ANNUITY  CONTRACTS  (FOR  PLANS  NOT
COVERED  BY  ERISA)  

PLEASE  TYPE OR PRINT IN INK AND  PROVIDE  ALL  INFORMATION requested.

B 

1. PERSONAL INFORMATION 

Last Name        First        Middle        n Mr.      n Mrs.     n Ms. n Other

Mailing Address   Street   City   State   Zip Code    Daytime Telephone Number

Sex Date of Birth     Social Security Number   Spouse's Name ( ) n M n F 

Mo. Day Yr.

Employing Institution Campus/Branch Job Title/Position

EXISTING CONTRACTS    Will these annuity contracts replace an existing annuity 
from another company?   n Yes   n No

From what company?                                   Contract Number

YOUR RETIREMENT INCOME STARTING DATE   The first day of (Month)             
               (Year)               , or at the age of .
2. Your Premium Allocation

TIAA    TIAA    CREF    CREF   CREF     CREF     CREF     CREF     CREF    CREF

Traditional  Real Estate Stock Money Market Social Choice Bond Market Global 
Equities Growth Equity Index Inflation-Linked Bond
%      %      %     %      %      %      %      %     %      %      =      100%

3. YOUR DESIGNATION OF BENEFICIARY

Name(s) of Primary Beneficiary(ies)    Relationship to You 

Date of Birth             Social Security Number

Name(s) of Contingent Beneficiary(ies)          Relationship to You

Date of Birth                 Social Security Number

4. This  application is for contracts issued under a retirement plan not covered
by the  Employee  Retirement  Income  Security Act of 1974  (ERISA).  Generally,
retirement  plans other than those of public  institutions  and certain churches
are  covered by ERISA.  If you are  employed  at any time by an  employer  whose
retirement plan is covered by ERISA, your benefits from contributions made under
that plan will be subject  to your  spouse's  rights.  This  could  affect  your
beneficiary  designation  if you have named someone other than your spouse.  
     You cannot assign or take loans from these contracts.  Distributions before
age 591/2, or before termination of service, may be prohibited,  limited, and/or
subject  to  substantial  tax  penalties.  Your  TIAA  contract  does not  allow
single-sum  withdrawals but does allow  transfers from the  Traditional  Annuity
accumulation to CREF over a ten-year period.  Real Estate Account  accumulations
may be  transferred  to CREF in a single sum. We may be required under your CREF
contract to limit withdrawals,  transfers among the CREF accounts,  or transfers
to alternate funding vehicles. 
     CREF account  accumulations and benefit  payments,  and Real Estate Account
accumulations,  are variable and not  guaranteed;  they depend on the investment
performance of these accounts.
     I HAVE READ AND  UNDERSTOOD  ALL  PROVISIONS  OF THIS  APPLICATION.  I HAVE
RECEIVED A CURRENT CREF PROSPECTUS AND A CURRENT REAL ESTATE ACCOUNT PROSPECTUS.

SIGNED                    DATE 

If you would like to receive CREF's Statement of
Additional  Information,  which  supplements the CREF prospectus,  check here. n

Code 10.34.3N (10/95) 

For your  protection,  some states require a warning  against fraud to appear on
this form.  These states,  including  Colorado,  Kentucky,  New York,  and Ohio,
require a warning  substantially  similar to the following  warning.  People who
file  applications  for  insurance  or  statements  of claim commit a fraudulent
insurance  act if they:  

o knowingly  do so with intent to injure,  defraud,  or deceive any insurance
  company or another person;  and/or 

o knowingly include in their  application  or statement  of claim any 
  materially  false or  misleading information;   and/or 

o  knowingly  conceal  information  for  the  purpose  of misleading  concerning
   any  fact  material  to  the  application  or  claim.  

A fraudulent  insurance act is a crime, and penalties may include  imprisonment,
fines, denial of insurance, and civil damages. New York residents,  please note:
Civil  penalties  shall not exceed  $5,000 and the stated value of the claim for
each such violation.  Colorado residents,  please note: Any insurance company or
any agent of an insurance company who knowingly provides false,  incomplete,  or
misleading  facts or  information  to a  policyholder  or to a claimant  for the
purpose of defrauding or attempting to defraud the  policyholder or the claimant
with regard to a settlement or award payable from the insurance  proceeds  shall
be reported to the  Colorado  Division of  Insurance  within the  Department  of
Regulatory  Agencies.  

(C) 1997 Teachers Insurance and Annuity Association o 

Printed on Recycled Paper

Teachers Insurance and Annuity Association

College Retirement Equities Fund

730 Third Avenue
New York, NY 10017-3206
1 800 842-2733
212 490-9000

Standard RA (Non-ERISA) 9/97



FOR PLANS COVERED BY ERISA



                                  APPLICATION

                                      FOR

                                   TIAA-CREF

                                  SUPPLEMENTAL

                                   RETIREMENT

                                    ANNUITY

                                   CONTRACTS

Welcome to the TIAA-CRiF  retirement  system. If you have any questions or would
like additional  information,  please call our Enrollment Hotline toll free at 1
800 842-2888.

10/95 edition


<PAGE>


INSTRUCTIONS FOR FILLING OUT THE APPLICATION

- --------------------------------------------------------------------------------
1. > PERSONAL INFORMATION 

Your  retirement  income  starting  date is when  you  plan to  start  receiving
TIAA-CREF  retirement income. You can change it any time. If you do not select a
date or an age, we will assume age 65 when preparing your benefit illustrations.

     We are complying  with a regulatory  agency  requirement in asking that you
provide the Existing Contracts information in this section.

- ---------------------------------------
2. > YOUR PREMIUM ALLOCATION

You can allocate  premiums to the TIAA Traditional  Annuity,  the CREF Stock and
Money Market accounts,  and to any of the other TIAA and CREF accounts available
under your employer's  retirement plan.  Before  allocating money to any account
(other than the TIAA  Traditional  Annuity) please read the current  prospectus.
Premium allocations have to be in whole percentages and total 100%.

     You can  change  your  allocation  of future  premiums  any  time.  If your
allocation does not total 100%, or if we receive your premiums before we receive
your  application,  any premiums will go to the CREF Money Market Account.  Upon
receiving a valid allocation, we will apply all future premiums accordingly. For
more information, please see the CREF prospectus.

- ---------------------------------------
3. > YOUR DESIGNATION OF BENEFICIARY

If you die before annuity payments start, your designated  beneficiary(ies) will
receive the total value of your accumulations as a death benefit.  If no primary
beneficiary  lives longer than you,  death  benefits will go to your  contingent
beneficiary(ies).  For example,  a married  person with children  might name the
spouse as primary  beneficiary  and the  children as  contingent  beneficiaries.
Unless  you tell us  differently  or unless  state law  provides  otherwise,  we
consider your  "children" as your  offspring  from all your  marriages,  and any
persons you've adopted.

     If you die before annuity payments start, have not named a beneficiary, and
leave no spouse,  your estate receives the entire  accumulation.  If you leave a
spouse, he or she will receive 50% of the value of your accumulation  under each
contract; the remainder will be paid to your estate.

     If you have questions  about naming your  beneficiary(ies),  please call us
toll free at 1 800 842-2776.

NOTICE OF SPOUSE'S RIGHT TO ANNUITY DEATH BENEFITS 
Your employer's  tax-deferred annuity plan is subject to the Employee Retirement
Income Security Act of 1974 (ERISA).  Under ERISA,  your surviving  spouse has a
right to an  annuity  worth 50% of the  value of your  accumulation  under  each
contract at your date of death,  unless your spouse  consents to the designation
of another  primary  beneficiary.  To permit  someone  other than your spouse to
receive more than 50% of the annuity  death  benefit,  your spouse must sign the
consent in Section 5 of the  application.  A spouse's  consent will not be valid
with respect to any different spouse you may have in the future.

- ---------------------------------------
4. > NOTE:
Please read all information and sign where indicated.

5. > WAIVER OF SPOUSE'S RIGHT TO A PRERETIREMENT SURVIVOR DEATH BENEFIT
If you are  married  and  you  have  not  named  your  spouse  as  your  primary
beneficiary  for at least 50% of your annuity  death  benefits,  then by signing
this  application,  you are  waiving  your  spouse's  right  to a  preretirement
survivor  death benefit and your spouse must agree to this waiver by signing the
consent.  Generally,  you can make  this  waiver  only if you're at least 35. If
you're under 35, please contact your Benefits Office for more information.

     You can revoke the waiver any time before  your  annuity  income  begins by
naming your spouse as your primary beneficiary.

CONSENT BY SPOUSE
By signing  this  consent,  your  spouse is giving up all rights to receive  the
preretirement  survivor  benefit.  Your spouse cannot revoke consent once it has
been given.  Any survivor  benefits payable before annuity income payments begin
will be paid to the beneficiary(ies) you named. (Your spouse's signature must be
witnessed by your employer's plan representative or a notary public.)

CREF  Certificates  are  distributed  by TIAA-CREF  Individual  &  Institutional
Services Standard SRA (ERISA) 10/95


Please detach here and keep instructions for your reference. ~~


<PAGE>


APPLICATION FOR TIAA AND CREF
SUPPLEMENTAL RETIREMENT ANNUITY CONTRACTS                                      K

PLEASE TYPE OR PRINT IN INK AND PROVIDE ALL INFORMATION REQUESTED.


1. > PERSONAL INFORMATION

Last Name                     First   Middle  [ ] Mr. [ ] Mrs. [ ] Ms. [ ] Other

Mailing Address Street        City    State   Zip Code

Daytime Telephone Number   Sex            Date of Birth    
(    )                    [ ] M [ ] F     Mo. Day Yr.

Social Security Number      Spouse's Name

Employing Institution              Campus/Branch              Job Title/Position

EXISTING CONTRACTS Will these annuity contracts replace an existing annuity from
another company? [ ]Yes [ ] No

From what company?              Contract Number

YOUR RETIREMENT INCOME STARTING DATE 
The first day of (Month)        (Year)        , or at the age of           .

2. > YOUR PREMIUM ALLOCATION
<TABLE>
<CAPTION>

<S>           <C>       <C>       <C>      <C>             <C>            <C>            <C>              <C>
TIAA          TIAA      CREF      CREF     CREF            CREF            CREF          CREF             CREF
Traditional   Real      Estate    Stock    Money Market    Social Choice   Bond Market   Global Equities  Growth Equity Index
Annuity       Account   Account   Account  Account         Account         Account       Account          Account
              %         %         %         %              %               %             %                %               % = 100%
</TABLE>

3. > YOUR DESIGNATION OF BENEFICIARY

Name(s) of Primary  Beneficiary(ies)  Relationship  to You Date of Birth  Social
Security Number

Name(s) of Contingent Beneficiary(ies)  Relationship to You Date of Birth Social
Security Number

4. > You cannot assign or take loans from these contracts.  Distributions before
age 59 1/2, or before termination of service, may be prohibited, limited, and/or
subject to substantial tax penalties.

     Premiums must be remitted under the terms of your  employer's  tax-deferred
annuity plan.

     CREF account  accumulations and benefit  payments,  and Real Estate Account
accumulations,  are variable and not  guaranteed;  they depend on the investment
performance of these accounts.

     Under ERISA,  each contract gives your spouse the right to an annuity worth
50% of the value of your  accumulations  at the date of your death.  Your spouse
must  consent  below to any  beneficiary  designation  that  doesn't  meet  this
requirement.

     I HAVE READ AND  UNDERSTOOD  ALL  PROVISIONS  OF THIS  APPLICATION.  I HAVE
RECEIVED A CURRENT CREF PROSPECTUS AND A CURRENT REAL ESTATE ACCOUNT PROSPECTUS.
Signed Date

5.>   CONSENT TO WAIVER OF  SPOUSE'S  RIGHT TO A  PRERETIREMENT  SURVIVOR  DEATH
      BENEFIT

     If you have waived your spouse's  right to a  preretirement  survivor death
benefit under ERISA by naming other primary  beneficiaries  for more than 50% of
any death benefit, your spouse must consent to the waiver.

CONSENT BY SPOUSE (MUST BE WITNESSED)

     With this consent I am voluntarily and irrevocably  giving up my right to a
qualified preretirement survivor death benefit under ERISA. I recognize that any
preretirement  death benefit  payable under these  contracts will be paid to the
beneficiaries as specified above.

SIGNED (Spouse)                         Soc. Sec. No.                      Date

Notary or Plan Representative                                              Date

If you would like to receive CREF's Statement of Additional  Information,  which
supplements the CREF prospectus, check here. [ ]

DO NOT FILL IN THESE BLANKS              Region                  Code

1210.2.3E (10195)


<PAGE>


- --------------------------------------------------------------------------------
Ohio and Kentucky residents, please note: Any person who, with intent to defraud
or knowing that he is  facilitating  a fraud against an insurer or other person,
submits  an  application  or  files a claim  containing  a  false  or  deceptive
statement is guilty of insurance fraud.

LOGO

Teachers
Insurance and
Annuity
Association

College
Retirement
Equities
Fund

730 Third Avenue
New York, NY 10017-3206
1 800 842-2733
2 1 2 490-9000

Standard SRA (ERISA) 10/95


1995 Teachers Insurance and Annuity Association College Retirement Equities Fund

@ Printed on Recycled Paper


<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
                                                 File: FLSRAE.TXT

APPLICATION
For TIAA-CREF Supplemental
Retirement Annuity Contracts
For Plans Covered By ERISA
IMPORTANT:  This application is for personal tax-deferred savings only, not your
institution's  basic  retirement  plan.  

It's Easy to Enroll Just complete the application and return it to your benefits
office.  Questions?  Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET
weekdays 9/97 edition (FLA.) Instructions for filling out the application

1.  Personal  Information  

Your  retirement  income  starting  date is when  you  plan to  start  receiving
TIAA-CREF  retirement income. You can change it any time. If you do not select a
date or an age, we will assume age 65 when preparing your benefit illustrations.
We are complying with a regulatory agency requirement in asking that you provide
the Existing Contracts information in this section.

2. Your premium allocation 

You can allocate  premiums to the TIAA Traditional  Annuity,  the CREF Stock and
Money Market accounts,  and to any of the other TIAA and CREF accounts available
under your employer's  retirement plan.  Before  allocating money to any account
(other than the TIAA  Traditional  Annuity) please read the current  prospectus.
Premium allocations have to be in whole percentages and total 100%.

NOTE:  TIAA limits  transfers  from the Real Estate  Account to one per calendar
month. In the future,  TIAA and CREF may restrict transfers from the Real Estate
Account or from any of the CREF accounts to one per calendar  quarter.  TIAA has
the  right to stop  accepting  premiums  and/or  transfers  to the  Real  Estate
Account.


<PAGE>

You can change your  allocation of future premiums  anytime.  If your allocation
does not total  100%,  or if we receive  your  premiums  before we receive  your
application,  any  premiums  will go to the  CREF  Money  Market  Account.  Upon
receiving a valid allocation, we will apply all future premiums accordingly. For
more information, please see the CREF prospectus.

3. Your  designation of beneficiary 

If you die before annuity payments start, your designated  beneficiary(ies) will
receive the total value of your accumulations as a death benefit.  If no primary
beneficiary  lives longer than you,  death  benefits will go to your  contingent
beneficiary(ies).  For example,  a married  person with children  might name the
spouse as primary beneficiary and the children as contingent beneficiaries.

If you die before annuity  payments  start,  have not named a  beneficiary,  and
leave no spouse,  your estate receives the entire  accumulation.  If you leave a
spouse, he or she will receive 50% of the value of your accumulation  under each
contract; the remainder will be paid to your estate.

If you do not have the date of birth and / or Social  Security number for one of
your beneficiaries, you can send in this form now and forward the information to
us later. The beneficiary  designations that you provide on this form will apply
only to this contract.  If you have other TIAA-CREF  contracts,  you may want to
make sure your beneficiary designations reflect your current intentions. For any
questions about naming your beneficiary(ies), please call us at 1 800 842-2776.

Notice of Spouse's Right to Annuity Death Benefits Your employer's  tax-deferred
annuity plan is subject to the Employee  Retirement  Income Security Act of 1974
(ERISA).  Under ERISA, your surviving spouse has a right to an annuity worth 50%
of the value of your  accumulation  under each  contract  at your date of death,
unless your spouse consents to the  designation of another primary  beneficiary.
To permit someone other than your spouse to receive more than 50% of the annuity
death  benefit,  your  spouse  must  sign  the  consent  in  Section  5  of  the
application.  A spouse's consent will not be valid with respect to any different
spouse you may have in the future.

4. NOTE:

Please read all information and sign where indicated.


<PAGE>

5. Waiver of spouse's right to a preretirement survivor death benefit If you are
married and you have not named your spouse as your  primary  beneficiary  for at
least 50% of your annuity death benefits, then by signing this application,  you
are waiving your spouse's  right to a  preretirement  survivor death benefit and
your spouse must agree to this waiver by signing the consent. Generally, you can
make this waiver only if you're at least 35. If you're under 35, please  contact
your Benefits Office for more information.

You can revoke the waiver any time before your annuity  income  begins by naming
your  spouse as your  primary  beneficiary.  Consent by Spouse By  signing  this
consent,  your  spouse is giving up all  rights  to  receive  the  preretirement
survivor benefit.  Your spouse cannot revoke consent once it has been given. Any
survivor  benefits  payable before annuity income payments begin will be paid to
the  beneficiary(ies)  you named.  (Your spouse's signature must be witnessed by
your employer's plan representative or a notary public.)

CREF certificates and interests in the TIAA
Real Estate  Account are  distributed  by TIAA-CREF  Individual &  Institutional
Services.  Standard  SRA  (ERISA)  9/97  FLA.  Application  for  TIAA  and  CREF
SUPPLEMENTAL  Retirement  Annuity  Contracts  

Please type or print in ink and provide all information requested. K

1. Personal  Information Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other
Mailing Address Street City State Zip Code Daytime  Telephone Number Sex Date of
Birth Social  Security  Number  Spouse's Name ( ) n M n F Mo. Day Yr.  Employing
Institution Campus/Branch Job Title/Position

Existing Contracts Will these annuity contracts replace an existing annuity from
another company?  n Yes n No From what company?  Contract Number Your Retirement
Income Starting Date The first day of (Month) (Year) , or at the age of .
<PAGE>

2. Your Premium Allocation

TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF  Traditional Real Estate Stock
Money Market  Social  Choice Bond Market  Global  Equities  Growth  Equity Index
Inflation-Linked Bond % % % % % % % % % % = 100%

3. Your Designation of Beneficiary

Name(s) of Primary  Beneficiary(ies)  Relationship  to You Date of Birth  Social
Security Number Name(s) of Contingent Beneficiary(ies)  Relationship to You Date
of Birth Social Security Number

4. You cannot assign or take loans from these  contracts.  Distributions  before
age 59 1/2, or before termination of service, may be prohibited, limited, and/or
subject to substantial tax penalties.
Premiums  must be  remitted  under  the  terms of your  employer's  tax-deferred
annuity plan.

CREF  account  accumulations  and  benefit  payments,  and Real  Estate  Account
accumulations,  are variable and not  guaranteed;  they depend on the investment
performance of these accounts.

Under ERISA,  each contract  gives your spouse the right to an annuity worth 50%
of the value of your  accumulations at the date of your death.  Your spouse must
consent below to any beneficiary designation that doesn't meet this requirement.

I have read and understood all provisions of this application. I have received a
current CREF prospectus and a current Real Estate Account prospectus.
         Signed                             Date

5. Consent to Waiver of Spouse's Right to a Preretirement Survivor Death Benefit

If you have waived your spouse's right to a preretirement survivor death benefit
under ERISA by naming other primary beneficiaries for more than 50% of any death
benefit, your spouse must consent to the waiver.

Consent by Spouse (must be  witnessed)  With this consent I am  voluntarily  and
irrevocably  giving  up my right to a  qualified  preretirement  survivor  death
benefit under ERISA. I recognize that any  preretirement  death benefit  payable
under these contracts will be paid to the beneficiaries as specified above.
         
Signed (Spouse)   Soc. Sec. No.    Date
         Notary or Plan Representative   Date
         Signature of Florida Licensed Agent
         LIC. NO. 593282667

If you would like to receive CREF's Statement of Additional  Information,  which
supplements the CREF prospectus, check here. n

                                            Code
1210.2.3E (10/95) FLA.
Any person who  knowingly  and with  intent to injure,  defraud,  or deceive any
insurer  files a  statement  of claim or an  application  containing  any false,
incomplete,  or  misleading  information,  is  guilty  of a felony  of the third
degree. 

(C) 1997 Teachers Insurance and Annuity Association o College Retirement
Equities Fund

Printed on Recycled Paper

Teachers Insurance and Annuity Association

College Retirement Equities Fund

730 Third Avenue
New York, NY 10017-3206
1 800 842-2733
212 490-9000

Standard SRA (ERISA) 9/97 FLA.



<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
                                                 File: CASRAE.TXT

APPLICATION
For TIAA-CREF Supplemental
Retirement Annuity Contracts
For Plans Covered By ERISA

IMPORTANT:  This application is for personal tax-deferred savings only, not your
institution's  basic  retirement  plan.  It's Easy to Enroll Just  complete  the
application  and  return  it  to  your  benefits  office.  Questions?  Call  our
Enrollment  Hotline at 1 800 842-2888  8am - 11pm ET weekdays  9/97 edition (CA)

Instructions for filling out the application

1. Personal Information

Your  retirement  income  starting  date is when  you  plan to  start  receiving
TIAA-CREF  retirement income. You can change it any time. If you do not select a
date or an age, we will assume age 65 when preparing your benefit illustrations.
We are complying with a regulatory agency requirement in asking that you provide
the Existing Contracts information in this section.

2. Your premium allocation 

You can allocate  premiums to the TIAA Traditional  Annuity,  the CREF Stock and
Money Market  accounts,  and to any of the other CREF accounts  available  under
your employer's  retirement plan.  Before allocating money to any account (other
than the TIAA Traditional  Annuity) please read the current prospectus.  Premium
allocations have to be in whole percentages and total 100%.

NOTE: In the future,  CREF may restrict  transfers from any of the CREF accounts
to one per calendar  quarter.  You can change your allocation of future premiums
anytime.  If your allocation does not total 100%, or if we receive your premiums
before we  receive  your  application,  any  premiums  will go to the CREF Money
Market  Account.  Upon  receiving a valid  allocation,  we will apply all future
premiums accordingly. For more information, please see the CREF prospectus.


<PAGE>

CALIFORNIA  RESIDENTS  PLEASE  NOTE:  These  annuity  contracts  are  issued  in
California,  where the TIAA Real  Estate  Account is not  available.  California
residents cannot allocate to this account.

3. Your  designation of beneficiary 

If you die before annuity payments start, your designated  beneficiary(ies) will
receive the total value of your accumulations as a death benefit.  If no primary
beneficiary  lives longer than you,  death  benefits will go to your  contingent
beneficiary(ies).  For example,  a married  person with children  might name the
spouse as primary beneficiary and the children as contingent beneficiaries.

If you die before annuity  payments  start,  have not named a  beneficiary,  and
leave no spouse,  your estate receives the entire  accumulation.  If you leave a
spouse, he or she will receive 50% of the value of your accumulation  under each
contract; the remainder will be paid to your estate.

If you do not have the date of birth and / or Social  Security number for one of
your beneficiaries, you can send in this form now and forward the information to
us later. The beneficiary  designations that you provide on this form will apply
only to this contract.  If you have other TIAA-CREF  contracts,  you may want to
make sure your beneficiary designations reflect your current intentions. For any
questions about naming your beneficiary(ies), please call us at 1 800 842-2776.

Notice of Spouse's  Right to Annuity Death  Benefits

Your employer's  tax-deferred annuity plan is subject to the Employee Retirement
Income Security Act of 1974 (ERISA).  Under ERISA,  your surviving  spouse has a
right to an  annuity  worth 50% of the  value of your  accumulation  under  each
contract at your date of death,  unless your spouse  consents to the designation
of another  primary  beneficiary.  To permit  someone  other than your spouse to
receive more than 50% of the annuity  death  benefit,  your spouse must sign the
consent in Section 5 of the  application.  A spouse's  consent will not be valid
with respect to any different spouse you may have in the future. 

4. NOTE: Please read all information and sign where indicated.

5. Waiver of spouse's right to a preretirement survivor death benefit
<PAGE>

If you are  married  and  you  have  not  named  your  spouse  as  your  primary
beneficiary  for at least 50% of your annuity  death  benefits,  then by signing
this  application,  you are  waiving  your  spouse's  right  to a  preretirement
survivor  death benefit and your spouse must agree to this waiver by signing the
consent.  Generally,  you can make  this  waiver  only if you're at least 35. If
you're under 35, please contact your Benefits Office for more information.

You can revoke the waiver any time before your annuity  income  begins by naming
your  spouse as your  primary  beneficiary.  Consent by Spouse By  signing  this
consent,  your  spouse is giving up all  rights  to  receive  the  preretirement
survivor benefit.  Your spouse cannot revoke consent once it has been given. Any
survivor  benefits  payable before annuity income payments begin will be paid to
the  beneficiary(ies)  you named.  (Your spouse's signature must be witnessed by
your employer's plan representative or a notary public.)

CREF  certificates  are  distributed  by TIAA-CREF  Individual  &  Institutional
Services.   Standard  SRA  (ERISA)  9/97  CA  Application   for  TIAA  and  CREF
SUPPLEMENTAL Retirement Annuity Contracts

Please type or print in ink and provide all information requested. K

1. Personal Information

Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other Mailing  Address  Street
City State Zip Code Daytime  Telephone  Number Sex Date of Birth Social Security
Number Spouse's Name ( ) n M n F Mo. Day Yr. Employing Institution Campus/Branch
Job Title/Position

Existing Contracts Will these annuity contracts replace an existing annuity from
another company?  n Yes n No From what company?  Contract Number Your Retirement
Income Starting Date The first day of (Month) (Year) , or at the age of .

2. Your Premium Allocation

TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF  Traditional Real Estate Stock
Money Market  Social  Choice Bond Market  Global  Equities  Growth  Equity Index
Inflation-Linked Bond % N/A % % % % % % % % % = 100%


<PAGE>

3. Your Designation of Beneficiary

Name(s) of Primary  Beneficiary(ies)  Relationship  to You Date of Birth  Social
Security Number Name(s) of Contingent Beneficiary(ies)  Relationship to You Date
of Birth Social Security Number

4. You cannot assign or take loans from these  contracts.  Distributions  before
age 59 1/2, or before termination of service, may be prohibited, limited, and/or
subject to substantial tax penalties.

Premiums  must be  remitted  under  the  terms of your  employer's  tax-deferred
annuity plan.

CREF  account  accumulations  and  benefit  payments,  and Real  Estate  Account
accumulations,  are variable and not  guaranteed;  they depend on the investment
performance of these accounts.

Under ERISA,  each contract  gives your spouse the right to an annuity worth 50%
of the value of your  accumulations at the date of your death.  Your spouse must
consent below to any beneficiary designation that doesn't meet this requirement.

I have read and understood all provisions of this application. I have received a
current CREF prospectus and a current Real Estate Account prospectus.
         Signed                             Date

5. Consent to Waiver of Spouse's Right to a Preretirement Survivor Death Benefit

If you have waived your spouse's right to a preretirement survivor death benefit
under ERISA by naming other primary beneficiaries for more than 50% of any death
benefit,  your spouse must  consent to the  waiver.  Consent by Spouse  (must be
witnessed) With this consent I am voluntarily and irrevocably giving up my right
to a qualified  preretirement  survivor  death benefit under ERISA.  I recognize
that any preretirement  death benefit payable under these contracts will be paid
to the beneficiaries as specified above.

         Signed (Spouse)   Soc. Sec. No.    Date
         Notary or Plan Representative   Date

If you would like to receive CREF's Statement of Additional  Information,  which
supplements the CREF prospectus, check here. n

                                            Code
1210.2.3E (10/95)  CA
(C) 1997 Teachers Insurance and Annuity Association  o  
    College Retirement Equities Fund

Printed on Recycled Paper

Teachers Insurance and Annuity Association

College Retirement Equities Fund

730 Third Avenue
New York, NY 10017-3206
1 800 842-2733
212 490-9000

Standard SRA (ERISA) 9/97 CA



<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
                                                  File: CARAN.TXT

APPLICATION
For TIAA-CREF
Retirement Annuity Contracts
For Plans Not Covered By ERISA

IMPORTANT: Use this application to enroll in your institution's basic retirement
plan only,  not for  personal  tax-deferred  savings.  It's Easy to Enroll  Just
complete the application and return it to your benefits office.  Questions? Call
our  Enrollment  Hotline at 1 800 842-2888  8am - 11pm ET weekdays  9/97 edition
(CA)

Instructions for filling out the application 

1. Personal  Information Your

retirement  income starting date is when you plan to start  receiving  TIAA-CREF
retirement income. You can change it any time. If you do not select a date or an
age, we will assume age 65 when  preparing  your benefit  illustrations.  We are
complying  with a regulatory  agency  requirement in asking that you provide the
Existing Contracts information in this section.

2. Your premium allocation 

You can allocate  premiums to the TIAA Traditional  Annuity,  the CREF Stock and
Money Market  accounts,  and to any of the other CREF accounts  available  under
your employer's  retirement plan.  Before allocating money to any account (other
than the TIAA Traditional  Annuity) please read the current prospectus.  Premium
allocations have to be in whole percentages and total 100%.

NOTE: In the future,  CREF may restrict  transfers from any of the CREF accounts
to one per calendar quarter.

You can change your  allocation of future premiums  anytime.  If your allocation
does not total 100%, if it violates any plan limitations,  or if we receive your
premiums  before we receive your  application,  any premiums will go to the CREF
Money  Market  Account.  Upon  receiving a valid  allocation,  we will apply all
future  premiums  accordingly.  For  more  information,   please  see  the  CREF
prospectus.
<PAGE>

CALIFORNIA  RESIDENTS  PLEASE  NOTE:  These  annuity  contracts  are  issued  in
California,  where the TIAA Real  Estate  Account is not  available.  California
residents cannot allocate to this account.

3. Your designation of beneficiary 

If you die before annuity payments start, your designated  beneficiary(ies) will
receive the total value of your accumulations as a death benefit.  If no primary
beneficiary  lives longer than you,  death  benefits will go to your  contingent
beneficiary(ies).  For example,  a married  person with children  might name the
spouse as primary beneficiary and the children as contingent beneficiaries.

If you die before annuity  payments  start,  have not named a  beneficiary,  and
leave no spouse,  your estate receives the entire  accumulation.  If you leave a
spouse, he or she will receive 50% of the value of your accumulation  under each
contract; the remainder will be paid to your estate.

If you do not have the date of birth and / or Social  Security number for one of
your beneficiaries, you can send in this form now and forward the information to
us later. The beneficiary  designations that you provide on this form will apply
only to this contract.  If you have other TIAA-CREF  contracts,  you may want to
make sure your beneficiary designations reflect your current intentions. For any
questions about naming your beneficiary(ies), please call us at 1 800 842-2776.

4. note:

The TIAA Traditional Annuity does not provide any cash surrender value. However,
you may transfer all or part of your TIAA  Traditional  Annuity  accumulation to
CREF in  substantially  equal annual  amounts over a ten-year  period.  Also, if
permitted  by your  employer's  plan,  you may  receive a full or  partial  cash
withdrawal of your CREF accumulations.

CREF certificates are distributed by TIAA-CREF Individual &
Institutional Services. Standard RA (Non-ERISA) 9/97 CA Application for TIAA and
CREF Retirement  Annuity  Contracts (FOR PLANS NOT COVERED BY ERISA) 

Please type or print in ink and provide all information requested. B

1. Personal Information

Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other Mailing  Address  Street
City State Zip Code Daytime  Telephone  Number Sex Date of Birth Social Security
Number Spouse's Name ( ) n M n F Mo. Day Yr. Employing Institution Campus/Branch
Job Title/Position

Existing Contracts Will these annuity contracts replace an existing annuity from
another company?  n Yes n No From what company?  Contract Number Your Retirement
Income Starting Date The first day of (Month) (Year) , or at the age of .
<PAGE>

2. Your Premium Allocation

TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF  Traditional Real Estate Stock
Money Market  Social  Choice Bond Market  Global  Equities  Growth  Equity Index
Inflation-Linked Bond % N/A % % % % % % % % % = 100%

3. Your Designation of Beneficiary

Name(s) of Primary  Beneficiary(ies)  Relationship  to You Date of Birth  Social
Security Number Name(s) of Contingent Beneficiary(ies)  Relationship to You Date
of Birth Social Security Number

4. This  application is for contracts issued under a retirement plan not covered
by the  Employee  Retirement  Income  Security Act of 1974  (ERISA).  Generally,
retirement  plans other than those of public  institutions  and certain churches
are  covered by ERISA.  If you are  employed  at any time by an  employer  whose
retirement plan is covered by ERISA, your benefits from contributions made under
that plan will be subject  to your  spouse's  rights.  This  could  affect  your
beneficiary designation if you have named someone other than your spouse.

You cannot assign or take loans from these contracts.  Distributions  before age
59 1/2, or before  termination of service,  may be prohibited,  limited,  and/or
subject  to  substantial  tax  penalties.  Your  TIAA  contract  does not  allow
single-sum  withdrawals but does allow  transfers from the  Traditional  Annuity
accumulation to CREF over a ten-year period.  Real Estate Account  accumulations
may be  transferred  to CREF in a single sum. We may be required under your CREF
contract to limit withdrawals,  transfers among the CREF accounts,  or transfers
to alternate funding vehicles.

CREF  account  accumulations  and  benefit  payments,  and Real  Estate  Account
accumulations,  are variable and not  guaranteed;  they depend on the investment
performance of these accounts.

I have read and understood all provisions of this application. I have received a
current CREF prospectus and a current Real Estate Account prospectus.

         Signed                             Date

If you would like to receive CREF's Statement of Additional  Information,  which
supplements the CREF prospectus, check here. n

                                            Code
10.34.3N (10/95)  CA

(C) 1997  Teachers  Insurance  and  Annuity  Association  o  College  Retirement
Equities Fund

Printed on Recycled Paper

Teachers Insurance and Annuity Association

College Retirement Equities Fund

730 Third Avenue
New York, NY 10017-3206
1 800 842-2733
212 490-9000

Standard RA (Non-ERISA) 9/97 CA






                                                 File: SRA(N).TXT

APPLICATION
For TIAA-CREF Supplemental
Retirement Annuity Contracts
For Plans Not Covered By ERISA
IMPORTANT:  This application is for personal tax-deferred savings only, not your
institution's  basic  retirement  plan.  

It's Easy to Enroll Just complete the application and return it to your benefits
office.  Questions?  Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET
weekdays 9/97 edition

Instructions  for filling  out the  application  

1.  Personal  Information  

Your  retirement  income  starting  date is when  you  plan to  start  receiving
TIAA-CREF  retirement income. You can change it any time. If you do not select a
date or an age, we will assume age 65 when preparing your benefit illustrations.
We are complying with a regulatory agency requirement in asking that you provide
the Existing Contracts information in this section.

2. Your premium allocation 

You can allocate  premiums to the TIAA Traditional  Annuity,  the CREF Stock and
Money Market accounts,  and to any of the other TIAA and CREF accounts available
under your employer's  retirement plan.  Before  allocating money to any account
(other than the TIAA  Traditional  Annuity) please read the current  prospectus.
Premium allocations have to be in whole percentages and total 100%.

NOTE:  TIAA limits  transfers  from the Real Estate  Account to one per calendar
month. In the future,  TIAA and CREF may restrict transfers from the Real Estate
Account or from any of the CREF accounts to one per calendar  quarter.  TIAA has
the  right to stop  accepting  premiums  and/or  transfers  to the  Real  Estate
Account.  


<PAGE>

You can change your  allocation of future premiums  anytime.  If your allocation
does not total  100%,  or if we receive  your  premiums  before we receive  your
application,  any  premiums  will go to the  CREF  Money  Market  Account.  Upon
receiving a valid allocation, we will apply all future premiums accordingly. For
more information, please see the CREF prospectus.

3. Your  designation of beneficiary 

If you die before annuity payments start, your designated  beneficiary(ies) will
receive the total value of your accumulations as a death benefit.  If no primary
beneficiary  lives longer than you,  death  benefits will go to your  contingent
beneficiary(ies).  For example,  a married  person with children  might name the
spouse as primary beneficiary and the children as contingent beneficiaries.

If you die before annuity  payments  start,  have not named a  beneficiary,  and
leave no spouse,  your estate receives the entire  accumulation.  If you leave a
spouse, he or she will receive 50% of the value of your accumulation  under each
contract; the remainder will be paid to your estate.

If you do not have the date of birth and / or Social  Security number for one of
your beneficiaries, you can send in this form now and forward the information to
us later. The beneficiary  designations that you provide on this form will apply
only to this contract.  If you have other TIAA-CREF  contracts,  you may want to
make sure your beneficiary designations reflect your current intentions. For any
questions about naming your beneficiary(ies), please call us at 1 800 842-2776.

4. note:

Please read all information and sign where indicated.
CREF  certificates and interests in the TIAA Real Estate Account are distributed
by TIAA-CREF Individual & Institutional Services.
Standard SRA (Non-ERISA) 9/97
Application for TIAA and CREF
SUPPLEMENTAL Retirement Annuity Contracts
(FOR PLANS NOT COVERED BY ERISA)

Please type or print in ink and provide all information requested. K

1. Personal  Information Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other
Mailing Address Street City State Zip Code Daytime  Telephone Number Sex Date of
Birth Social  Security  Number  Spouse's Name ( ) n M n F Mo. Day Yr.  Employing
Institution Campus/Branch Job Title/Position


<PAGE>

Existing Contracts Will these annuity contracts replace an existing annuity from
another company?  n Yes n No From what company?  Contract Number Your Retirement
Income  Starting  Date The first day of  (Month)  (Year) , or at the age of . 2.
Your  Premium  Allocation  TIAA  TIAA  CREF  CREF  CREF CREF CREF CREF CREF CREF
Traditional  Real Estate Stock Money  Market  Social  Choice Bond Market  Global
Equities Growth Equity Index Inflation-Linked Bond % % % % % % % % % % = 100%

3. Your Designation of Beneficiary

Name(s) of Primary  Beneficiary(ies)  Relationship  to You Date of Birth  Social
Security Number Name(s) of Contingent Beneficiary(ies)  Relationship to You Date
of Birth Social Security Number

4. This  application is for contracts  issued under a tax-deferred  annuity plan
not covered by the Employee  Retirement  Income  Security  Act of 1974  (ERISA).
Generally,  tax-deferred  annuity plans other than those of public  institutions
and certain churches are covered by ERISA. If you are employed at any time by an
employer whose tax-deferred annuity plan is covered by ERISA, your benefits from
contributions made under that plan will be subject to your spouse's rights. This
could affect your  beneficiary  designation if you have named someone other than
your spouse.

You cannot assign or take loans from these contracts.  Distributions  before age
59 1/2, or before  termination of service,  may be prohibited,  limited,  and/or
subject to substantial tax penalties.  Premiums must be remitted under the terms
of your employer's tax-deferred annuity plan.

CREF  account  accumulations  and  benefit  payments,  and Real  Estate  Account
accumulations,  are variable and not  guaranteed;  they depend on the investment
performance of these accounts. I have read and understood all provisions of this
application. I have received a current CREF prospectus and a current Real Estate
Account prospectus.

         Signed                             Date


<PAGE>

If you would like to receive CREF's Statement of Additional  Information,  which
supplements the CREF prospectus, check here. n

                                            Code
1210.2.3N (10/95)

For your  protection,  some states require a warning  against fraud to appear on
this form.  These states,  including  Colorado,  Kentucky,  New York,  and Ohio,
require a warning  substantially  similar to the following  warning.  People who
file  applications  for  insurance  or  statements  of claim commit a fraudulent
insurance act if they:

* knowingly  do so with  intent to injure,  defraud,  or deceive  any  insurance
company or another person; and/or

* knowingly  include in their  application  or statement of claim any materially
false or misleading information;  and/or 

* knowingly  conceal  information  for the purpose of misleading  concerning any
fact  material to the  application  or claim.  A fraudulent  insurance  act is a
crime, and penalties may include imprisonment,  fines, denial of insurance,  and
civil damages.

New York residents, please note:
Civil  penalties  shall not exceed  $5,000 and the stated value of the claim for
each such violation.  

Colorado  residents,  please  note:  Any  insurance  company  or any agent of an
insurance company who knowingly provides false, incomplete,  or misleading facts
or information to a policyholder  or to a claimant for the purpose of defrauding
or  attempting  to defraud the  policyholder  or the  claimant  with regard to a
settlement or award payable from the insurance proceeds shall be reported to the
Colorado Division of Insurance within the Department of Regulatory Agencies.

(C) 1997  Teachers  Insurance  and  Annuity  Association  o  College  Retirement
Equities Fund

Printed on Recycled Paper

Teachers Insurance and Annuity Association

College Retirement Equities Fund

730 Third Avenue
New York, NY 10017-3206
1 800 842-2733
212 490-9000

Standard SRA (Non-ERISA) 9/97



<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
                                                 File: CASRAN.TXT

APPLICATION
For TIAA-CREF Supplemental
Retirement Annuity Contracts
For Plans Not Covered By ERISA
IMPORTANT:  This application is for personal tax-deferred savings only, not your
institution's  basic  retirement  plan.  

It's Easy to Enroll Just complete the application and return it to your benefits
office.  Questions?  Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET
weekdays 9/97 edition (CA) Instructions for filling out the application 

1. Personal Information

Your  retirement  income  starting  date is when  you  plan to  start  receiving
TIAA-CREF  retirement income. You can change it any time. If you do not select a
date or an age, we will assume age 65 when preparing your benefit illustrations.
We are complying with a regulatory agency requirement in asking that you provide
the Existing Contracts information in this section.

2. Your premium allocation You
can allocate premiums to the TIAA Traditional  Annuity, the CREF Stock and Money
Market  accounts,  and to any of the other CREF  accounts  available  under your
employer's  retirement plan.  Before allocating money to any account (other than
the TIAA  Traditional  Annuity)  please  read the  current  prospectus.  Premium
allocations have to be in whole percentages and total 100%. 

NOTE: In the future,  CREF may restrict  transfers from any of the CREF accounts
to one per calendar quarter.
<PAGE>

You can change your  allocation of future premiums  anytime.  If your allocation
does not total  100%,  or if we receive  your  premiums  before we receive  your
application,  any  premiums  will go to the  CREF  Money  Market  Account.  Upon
receiving a valid allocation, we will apply all future premiums accordingly. For
more information, please see the CREF prospectus.

CALIFORNIA  RESIDENTS  PLEASE  NOTE:  These  annuity  contracts  are  issued  in
California,  where the TIAA Real  Estate  Account is not  available.  California
residents cannot allocate to this account.

3. Your  designation of beneficiary 

If you die before annuity payments start, your designated  beneficiary(ies) will
receive the total value of your accumulations as a death benefit.  If no primary
beneficiary  lives longer than you,  death  benefits will go to your  contingent
beneficiary(ies).  For example,  a married  person with children  might name the
spouse as primary beneficiary and the children as contingent beneficiaries.

If you die before annuity  payments  start,  have not named a  beneficiary,  and
leave no spouse,  your estate receives the entire  accumulation.  If you leave a
spouse, he or she will receive 50% of the value of your accumulation  under each
contract; the remainder will be paid to your estate.

If you do not have the date of birth and / or Social  Security number for one of
your beneficiaries, you can send in this form now and forward the information to
us later. The beneficiary  designations that you provide on this form will apply
only to this contract.  If you have other TIAA-CREF  contracts,  you may want to
make sure your beneficiary designations reflect your current intentions. For any
questions about naming your beneficiary(ies), please call us at 1 800 842-2776.

4. note:

Please read all information and sign where indicated.
CREF certificates are distributed by TIAA-CREF Individual & Institutional 
Services.
Standard SRA (Non-ERISA) 9/97 CA
Application for TIAA and CREF
SUPPLEMENTAL Retirement Annuity Contracts
(FOR PLANS NOT COVERED BY ERISA)

Please type or print in ink and provide all information requested. K

1. Personal  Information Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other
Mailing Address Street City State Zip Code Daytime  Telephone Number Sex Date of
Birth Social  Security  Number  Spouse's Name ( ) n M n F Mo. Day Yr.  Employing
Institution Campus/Branch Job Title/Position

Existing Contracts Will these annuity contracts replace an existing annuity from
another company?  n Yes n No From what company?  Contract Number Your Retirement
Income  Starting  Date The first day of  (Month)  (Year) , or at the age of . 


<PAGE>

2. Your Premium Allocation

TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF  Traditional Real Estate Stock
Money Market  Social  Choice Bond Market  Global  Equities  Growth  Equity Index
Inflation-Linked Bond % N/A % % % % % % % % % = 100%

3. Your Designation of Beneficiary

Name(s) of Primary  Beneficiary(ies)  Relationship  to You Date of Birth  Social
Security Number

Name(s) of Contingent Beneficiary(ies)  Relationship to You Date of Birth Social
Security Number

4. This  application is for contracts  issued under a tax-deferred  annuity plan
not covered by the Employee  Retirement  Income  Security  Act of 1974  (ERISA).
Generally,  tax-deferred  annuity plans other than those of public  institutions
and certain churches are covered by ERISA. If you are employed at any time by an
employer whose tax-deferred annuity plan is covered by ERISA, your benefits from
contributions made under that plan will be subject to your spouse's rights. This
could affect your  beneficiary  designation if you have named someone other than
your spouse.

You cannot assign or take loans from these contracts.  Distributions  before age
59 1/2, or before  termination of service,  may be prohibited,  limited,  and/or
subject to substantial tax penalties.  Premiums must be remitted under the terms
of your employer's  tax-deferred  annuity plan. CREF account  accumulations  and
benefit payments,  and Real Estate Account  accumulations,  are variable and not
guaranteed; they depend on the investment performance of these accounts.

I have read and understood all provisions of this application. I have received a
current CREF prospectus and a current Real Estate Account prospectus.
         Signed                             Date

If you would like to receive CREF's Statement of Additional  Information,  which
supplements the CREF prospectus, check here. n

                                            Code
1210.2.3N (10/95)  CA

(C) 1997  Teachers  Insurance  and  Annuity  Association  o  College  Retirement
Equities Fund

Printed on Recycled Paper

Teachers Insurance and Annuity Association

College Retirement Equities Fund

730 Third Avenue
New York, NY 10017-3206
1 800 842-2733
212 490-9000

Standard SRA (Non-ERISA) 9/97 CA



<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
                                                 File: FLSRAN.TXT

APPLICATION
For TIAA-CREF Supplemental
Retirement Annuity Contracts
For Plans Not Covered By ERISA

IMPORTANT:  This application is for personal tax-deferred savings only, not your
institution's basic retirement plan.

It's Easy to Enroll Just complete the application and return it to your benefits
office.  Questions?  Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET
weekdays 9/97 edition (FLA.) Instructions for filling out the application

1.  Personal  Information  

Your  retirement  income  starting  date is when  you  plan to  start  receiving
TIAA-CREF  retirement income. You can change it any time. If you do not select a
date or an age, we will assume age 65 when preparing your benefit illustrations.
We are complying with a regulatory agency requirement in asking that you provide
the Existing Contracts information in this section.

2. Your premium allocation 

You can allocate  premiums to the TIAA Traditional  Annuity,  the CREF Stock and
Money Market accounts,  and to any of the other TIAA and CREF accounts available
under your employer's  retirement plan.  Before  allocating money to any account
(other than the TIAA  Traditional  Annuity) please read the current  prospectus.
Premium allocations have to be in whole percentages and total 100%.

NOTE:  TIAA limits  transfers  from the Real Estate  Account to one per calendar
month. In the future,  TIAA and CREF may restrict transfers from the Real Estate
Account or from any of the CREF accounts to one per calendar  quarter.  TIAA has
the  right to stop  accepting  premiums  and/or  transfers  to the  Real  Estate
Account.


<PAGE>

You can change your  allocation of future premiums  anytime.  If your allocation
does not total  100%,  or if we receive  your  premiums  before we receive  your
application,  any  premiums  will go to the  CREF  Money  Market  Account.  Upon
receiving a valid allocation, we will apply all future premiums accordingly. For
more information, please see the CREF prospectus.

3. Your  designation of beneficiary 

If you die before annuity payments start, your designated  beneficiary(ies) will
receive the total value of your accumulations as a death benefit.  If no primary
beneficiary  lives longer than you,  death  benefits will go to your  contingent
beneficiary(ies).  For example,  a married  person with children  might name the
spouse as primary beneficiary and the children as contingent  beneficiaries.  If
you die before annuity payments start,  have not named a beneficiary,  and leave
no spouse, your estate receives the entire accumulation.  If you leave a spouse,
he or she  will  receive  50% of the  value  of  your  accumulation  under  each
contract; the remainder will be paid to your estate.

If you do not have the date of birth and / or Social  Security number for one of
your beneficiaries, you can send in this form now and forward the information to
us later. The beneficiary  designations that you provide on this form will apply
only to this contract.  If you have other TIAA-CREF  contracts,  you may want to
make sure your beneficiary designations reflect your current intentions. For any
questions about naming your beneficiary(ies), please call us at 1 800 842-2776.

4. note: 

Please read all  information and sign where  indicated.  CREF  certificates  and
interests  in  the  TIAA  Real  Estate  Account  are  distributed  by  TIAA-CREF
Individual  &  Institutional  Services.   Standard  SRA  (Non-ERISA)  9/97  FLA.
Application for TIAA and CREF  SUPPLEMENTAL  Retirement  Annuity  Contracts (FOR
PLANS NOT COVERED BY ERISA)

Please type or print in ink and provide all information requested. K

1. Personal  Information Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other
Mailing Address Street City State Zip Code Daytime  Telephone Number Sex Date of
Birth Social  Security  Number  Spouse's Name ( ) n M n F Mo. Day Yr.  Employing
Institution Campus/Branch Job Title/Position

Existing Contracts Will these annuity contracts replace an existing annuity from
another company?  n Yes n No From what company?  Contract Number Your Retirement
Income Starting Date The first day of (Month) (Year) , or at the age of .
<PAGE>

2. Your Premium Allocation

TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF  Traditional Real Estate Stock
Money Market  Social  Choice Bond Market  Global  Equities  Growth  Equity Index
Inflation-Linked Bond % % % % % % % % % % = 100%

3. Your Designation of Beneficiary

Name(s) of Primary  Beneficiary(ies)  Relationship  to You Date of Birth  Social
Security Number Name(s) of Contingent Beneficiary(ies)  Relationship to You Date
of Birth Social Security Number

4. This  application is for contracts  issued under a tax-deferred  annuity plan
not covered by the Employee  Retirement  Income  Security  Act of 1974  (ERISA).
Generally,  tax-deferred  annuity plans other than those of public  institutions
and certain churches are covered by ERISA. If you are employed at any time by an
employer whose tax-deferred annuity plan is covered by ERISA, your benefits from
contributions made under that plan will be subject to your spouse's rights. This
could affect your  beneficiary  designation if you have named someone other than
your spouse.

You cannot assign or take loans from these contracts.  Distributions  before age
59 1/2, or before  termination of service,  may be prohibited,  limited,  and/or
subject to substantial tax penalties.  Premiums must be remitted under the terms
of your employer's  tax-deferred  annuity plan. CREF account  accumulations  and
benefit payments,  and Real Estate Account  accumulations,  are variable and not
guaranteed; they depend on the investment performance of these accounts.
<PAGE>

I have read and understood all provisions of this application. I have received a
current CREF prospectus and a current Real Estate Account prospectus.
         Signed                             Date
         Signature of Florida Licensed Agent
         LIC. NO. 593282667

If you would like to receive CREF's Statement of Additional  Information,  which
supplements the CREF prospectus, check here. n

                                            Code
1210.2.3N (10/95) FLA.
Any person who  knowingly  and with  intent to injure,  defraud,  or deceive any
insurer  files a  statement  of claim or an  application  containing  any false,
incomplete,  or  misleading  information,  is  guilty  of a felony  of the third
degree. 

(C) 1997  Teachers  Insurance  and  Annuity  Association  o  College  Retirement
Equities Fund

Printed on Recycled Paper

Teachers Insurance and Annuity Association

College Retirement Equities Fund

730 Third Avenue
New York, NY 10017-3206
1 800 842-2733
212 490-9000

Standard SRA (Non-ERISA) 9/97 FLA.



<PAGE>

                                                 File: SRA(N).TXT

APPLICATION

For TIAA-CREF Supplemental
Retirement Annuity Contracts

FOR PLANS NOT COVERED BY ERISA

IMPORTANT:  This application is for personal tax-deferred savings only, not your
institution's  basic  retirement  plan.  It's Easy to Enroll Just  complete  the
application  and  return  it  to  your  benefits  office.  Questions?  Call  our
Enrollment  Hotline  at 1 800  842-2888  8am - 11pm  ET  weekdays  9/97  edition
Instructions  for filling  out the  application 

1. PERSONAL INFORMATION
Your  retirement  income  starting  date is when  you  plan to  start  receiving
TIAA-CREF  retirement income. You can change it any time. If you do not select a
date or an age, we will assume age 65 when preparing your benefit illustrations.
     We are complying  with a regulatory  agency  requirement in asking that you
provide the Existing Contracts information in this section.

2. YOUR PREMIUM ALLOCATION
You can allocate  premiums to the TIAA Traditional  Annuity,  the CREF Stock and
Money Market accounts,  and to any of the other TIAA and CREF accounts available
under your employer's  retirement plan.  Before  allocating money to any account
(other than the TIAA  Traditional  Annuity) please read the current  prospectus.
Premium  allocations have to be in whole  percentages and total 100%. 

NOTE:  TIAA limits  transfers  from the Real Estate  Account to one per calendar
month. In the future,  TIAA and CREF may restrict transfers from the Real Estate
Account or from any of the CREF accounts to one per calendar  quarter.  TIAA has
the  right to stop  accepting  premiums  and/or  transfers  to the  Real  Estate
Account.
     You  can  change  your  allocation  of  future  premiums  anytime.  If your
allocation does not total 100%, or if we receive your premiums before we receive
your  application,  any premiums will go to the CREF Money Market Account.  Upon
receiving a valid allocation, we will apply all future premiums accordingly. For
more information, please see the CREF prospectus.

3. YOUR DESIGNATION OF BENEFICIARY
If you die before annuity payments start, your designated  beneficiary(ies) will
receive the total value of your accumulations as a death benefit.  If no primary
beneficiary  lives longer than you,  death  benefits will go to your  contingent
beneficiary(ies).  For example,  a married  person with children  might name the
spouse as primary beneficiary and the children as contingent  beneficiaries.  

     If you die before annuity payments start, have not named a beneficiary, and
leave no spouse,  your estate receives the entire  accumulation.  If you leave a
spouse, he or she will receive 50% of the value of your accumulation  under each
contract; the remainder will be paid to your estate. 
     If you do not have the date of birth and / or Social  Security  number  for
one of your  beneficiaries,  you  can  send in this  form  now and  forward  the
information to us later. The beneficiary  designations  that you provide on this
form will apply only to this contract.  If you have other  TIAA-CREF  contracts,
you may want to make sure your  beneficiary  designations  reflect  your current
intentions. For any questions about naming your beneficiary(ies), please call us
at 1 800  842-2776.  

4.  NOTE:
Please read all information and sign where indicated.

CREF  certificates and interests in the TIAA Real Estate Account are distributed
by TIAA-CREF Individual & Institutional Services.

Standard SRA (Non-ERISA)  9/97




<PAGE>



APPLICATION FOR TIAA AND CREF  SUPPLEMENTAL  RETIREMENT  ANNUITY  CONTRACTS (FOR
PLANS  NOT  COVERED  BY  ERISA)  

PLEASE  TYPE OR  PRINT IN INK AND  PROVIDE  ALL INFORMATION  REQUESTED. 

K 

1. PERSONAL INFORMATION 

Last Name         First              Middle      n Mr. n   Mrs. n Ms.  n Other 

Mailing Address       Street        City      State      Zip Code  

Daytime Telephone Number      Sex       Date of Birth     Social Security Number

Spouse's Name ( ) n M     n F       Mo. Day Yr.      

Employing Institution Campus/Branch Job Title/Position

Existing Contracts    Will these annuity contracts replace an existing annuity 
from another company?   n Yes   n No

From what company?                                   Contract Number

Your Retirement Income Starting Date   The first day of (Month)        

(Year)               , or at the age of .

2. Your Premium Allocation

TIAA    TIAA   CREF    CREF    CREF     CREF     CREF     CREF     CREF    CREF

Traditional  Real Estate   Stock   Money Market   Social Choice   Bond Market 

Global Equities   Growth    Equity Index       Inflation-Linked Bond
%     %     %     %     %     %      %       %      %      %      =      100%

3. YOUR DESIGNATION OF BENEFICIARY

Name(s) of Primary Beneficiary(ies)      Relationship to You      Date of Birth 

Social Security Number      Name(s) of Contingent Beneficiary(ies) 

Relationship to You       Date of Birth        Social Security Number

4. This  application is for contracts  issued under a tax-deferred  annuity plan
not covered by the Employee  Retirement  Income  Security  Act of 1974  (ERISA).
Generally,  tax-deferred  annuity plans other than those of public  institutions
and certain churches are covered by ERISA. If you are employed at any time by an
employer whose tax-deferred annuity plan is covered by ERISA, your benefits from
contributions made under that plan will be subject to your spouse's rights. This
could affect your  beneficiary  designation if you have named someone other than
your spouse.
     You cannot assign or take loans from these contracts.  Distributions before
age 591/2, or before termination of service, may be prohibited,  limited, and/or
subject to substantial tax penalties. 
     Premiums must be remitted under the terms of your  employer's  tax-deferred
annuity plan.
     CREF account  accumulations and benefit  payments,  and Real Estate Account
accumulations,  are variable and not  guaranteed;  they depend on the investment
performance of these accounts.
     I HAVE READ AND  UNDERSTOOD  ALL  PROVISIONS  OF THIS  APPLICATION.  I HAVE
RECEIVED A CURRENT CREF PROSPECTUS AND A CURRENT REAL ESTATE ACCOUNT PROSPECTUS.

SIGNED        DATE 

If you would like to receive CREF's Statement of Additional  Information,  which
supplements the CREF prospectus, check here. [ ] Code 

1210.2.3N (10/95)



<PAGE>



For your  protection,  some states require a warning  against fraud to appear on
this form.  These states,  including  Colorado,  Kentucky,  New York,  and Ohio,
require a warning  substantially  similar to the following  warning.  People who
file  applications  for  insurance  or  statements  of claim commit a fraudulent
insurance  act if they:  

o knowingly  do so with  intent to injure,  defraud,  or deceive  any  insurance
  company or another person; and/or

o knowingly  include in their  application  or statement of claim any materially
  false or misleading information; and/or

o knowingly  conceal  information  for the purpose of misleading  concerning any
  fact material to the application or claim.

A fraudulent  insurance act is a crime, and penalties may include  imprisonment,
fines, denial of insurance, and civil damages. New York residents,  please note:
Civil  penalties  shall not exceed  $5,000 and the stated value of the claim for
each such violation.  Colorado residents,  please note: 

Any  insurance  company  or any  agent of an  insurance  company  who  knowingly
provides false, incomplete, or misleading facts or information to a policyholder
or to a claimant  for the purpose of  defrauding  or  attempting  to defraud the
policyholder  or the claimant  with regard to a settlement or award payable from
the insurance  proceeds shall be reported to the Colorado  Division of Insurance
within the Department of Regulatory Agencies.

(C) 1997  Teachers  Insurance  and  Annuity  Association  o  College  Retirement
Equities Fund

Printed on Recycled Paper

Teachers Insurance and Annuity Association

College Retirement Equities Fund

730 Third Avenue
New York, NY 10017-3206
1 800 842-2733
212 490-9000

Standard SRA (Non-ERISA) 9/97



[LOGO]
TIAA-CREF

APPLICATION
For Institutionally Owned Retirement Annuity Contracts
For Nonqualified
Deferred Compensation Plans
For Plans Not Covered By ERISA

IMPORTANT: Use this application to enroll in your institution's basic retirement
plan only,  not for  personal  tax-deferred  savings.  It's Easy to Enroll  Just
complete the application and return it to your benefits office.  Questions? Call
our  Enrollment  Hotline at 1 800 842-2888  8am - 11pm ET weekdays  9/97 edition
(CA)  Instructions  for filling out the APPLICATION (FOR  NONQUALIFIED  DEFERRED
COMPENSATION PLANS) 

1. Personal Information In this application, the employer is
the applicant.  You or your refers to the employee.  The  information in Items 1
and 2 applies to the employee.  Your retirement income starting date is when you
plan to start receiving TIAA-CREF retirement income. You can change it any time.
If you do not select a date or an age, we will assume age 65 when preparing your
benefit illustrations.  We are complying with a regulatory agency requirement in
asking that you provide the Existing Contracts  information in this section.  

2.
Your  premium  allocation  You can  allocate  premiums  to the TIAA  Traditional
Annuity, the CREF Stock and Money Market accounts,  and to any of the other CREF
accounts  available under your employer's  retirement  plan.  Before  allocating
money to any account (other than the TIAA  Traditional  Annuity) please read the
current  prospectus.  Premium  allocations  have to be in whole  percentages and
total 100%.  NOTE: In the future,  CREF may restrict  transfers  from any of the
CREF  accounts to one per calendar  quarter.  You can change your  allocation of
future  premiums  anytime.  If your  allocation  does not total  100%,  or if we
receive your premiums before we receive your  application,  any premiums will go
to the CREF Money Market  Account.  Upon receiving a valid  allocation,  we will
apply all future premiums accordingly. For more information, please see the CREF
prospectus. CALIFORNIA RESIDENTS PLEASE NOTE: These annuity contracts are issued
in California,  where the TIAA Real Estate Account is not available.  California
residents cannot allocate to this account. 

3. NOTE: 

The TIAA Traditional Annuity does not provide any cash surrender value. However,
you may transfer all or part of your TIAA  Traditional  Annuity  accumulation to
CREF in  substantially  equal annual  amounts over a ten-year  period.  Also, if
permitted  by your  employer's  plan,  you may  receive a full or  partial  cash
withdrawal of the CREF accumulations.  Non-qualified deferred compensation plans
of non-profit  employers are subject to special tax rules under Internal Revenue
Code Section  457(f).  You may be taxed on the amounts  deferred as soon as they
are vested  regardless  of whether you have  access to the funds.  Make sure you
have discussed  these tax  consequences  with your employer  and/or tax advisor.
CREF  certificates  are  distributed  by TIAA-CREF  Individual  &  Institutional
Services.  CO Deferred Comp 9/97 CA 

APPLICATION FOR INSTITUTIONALLY OWNED TIAA And CREF Retirement Annuity CONTRACTS
(FOR Nonqualified Deferred Compensation PLANS)

Please type or print in ink and provide all information requested.  CO 1.
Personal Information Last Name First Middle [ ] Mr. [ ] Mrs. [ ] Ms. [ ] Dr. [ ]
Other Mailing  Address Street City State Zip Code Daytime  Telephone  Number Sex
Date of Birth Social  Security  Number ( ) [ ] M [ ] F Mo. Day Yr. Spouse's Name
Employing Institution Campus/Branch Job Title/Position

Existing Contracts    

Will these annuity contracts replace an existing annuity from another company?
[ ] Yes   [ ] No
From what company?                                   Contract Number
Your Retirement Income Starting Date
The first day of (Month)                  (Year)       , or at the age of      .

2. Your Premium Allocation

TIAA    TIAA     CREF     CREF    CREF    CREF    CREF     CREF     CREF    CREF

Traditional  Real Estate Stock Money  Market  Social  Choice Bond Market  Global
Equities Growth Equity Index Inflation-Linked Bond

% N/A % % % % % % % % % = 100% 

3.  Subject to the terms of your  employer's  deferred  compensation  retirement
plan,  your employer  exercises all rights under these  annuity  contracts.  You
cannot  assign or take  loans  from these  contracts.  Distributions  before age
591/2,  or before  termination of service,  may be prohibited,  limited,  and/or
subject to substantial  tax penalties.  CREF account  accumulations  and benefit
payments,  and  Real  Estate  Account   accumulations,   are  variable  and  not
guaranteed;  they depend on the investment performance of these accounts. I have
read and  understood  all  provisions  of this  application.  I have  received a
current CREF  prospectus  and a current Real Estate Account  prospectus.  Signed
(Employee) Date Signed (Applicant) Date (Employer's  Authorized Official or Plan
Representative)  If you would like to receive  CREF's  Statement  of  Additional
Information,  which supplements the CREF prospectus,  check here. n Code 10.36.3
(10/95)  CA (C) 1997  Teachers  Insurance  and  Annuity  Association  o  College
Retirement Equities Fund

Printed on Recycled Paper

Teachers Insurance and Annuity Association

College Retirement Equities Fund

730 Third Avenue
New York, NY 10017-3206
1 800 842-2733
212 490-9000

CO Deferred Comp 9/97 CA

<PAGE>
 
APPLICATION
For Institutionally Owned
TIAA-CREF Retirement Annuity Contracts
For Nonqualified
Deferred Compensation Plans
For Plans Not Covered By ERISA

IMPORTANT: Use this application to enroll in your institution's basic retirement
plan only,  not for  personal  tax-deferred  savings.  It's Easy to Enroll  Just
complete the application and return it to your benefits office.  Questions? Call
our  Enrollment  Hotline at 1 800 842-2888  8am - 11pm ET weekdays  9/97 edition
(CA)

Instructions  for  filling  out  the  APPLICATION  (FOR  NONQUALIFIED   DEFERRED
COMPENSATION PLANS)

1. Personal Information In this application,  the employer is the applicant. You
or your refers to the employee.  The information in Items 1 and 2 applies to the
employee.  Your  retirement  income  starting  date is when  you  plan to  start
receiving TIAA-CREF retirement income. You can change it any time. If you do not
select a date or an age,  we will  assume  age 65 when  preparing  your  benefit
illustrations.  We are complying with a regulatory agency  requirement in asking
that you provide the Existing Contracts information in this section.

2. Your premium allocation

You can allocate  premiums to the TIAA Traditional  Annuity,  the CREF Stock and
Money Market  accounts,  and to any of the other CREF accounts  available  under
your employer's  retirement plan.  Before allocating money to any account (other
than the TIAA Traditional  Annuity) please read the current prospectus.  Premium
allocations have to be in whole percentages and total 100%.


<PAGE>

NOTE: In the future,  CREF may restrict  transfers from any of the CREF accounts
to one per calendar  quarter.  You can change your allocation of future premiums
anytime.  If your allocation does not total 100%, or if we receive your premiums
before we  receive  your  application,  any  premiums  will go to the CREF Money
Market  Account.  Upon  receiving a valid  allocation,  we will apply all future
premiums accordingly. For more information, please see the CREF prospectus.

CALIFORNIA  RESIDENTS  PLEASE  NOTE:  These  annuity  contracts  are  issued  in
California,  where the TIAA Real  Estate  Account is not  available.  California
residents cannot allocate to this account.

3. note: 

The TIAA Traditional Annuity does not provide any cash surrender value. However,
you may transfer all or part of your TIAA  Traditional  Annuity  accumulation to
CREF in  substantially  equal annual  amounts over a ten-year  period.  Also, if
permitted  by your  employer's  plan,  you may  receive a full or  partial  cash
withdrawal of the CREF accumulations.  Non-qualified deferred compensation plans
of non-profit  employers are subject to special tax rules under Internal Revenue
Code Section  457(f).  You may be taxed on the amounts  deferred as soon as they
are vested  regardless  of whether you have  access to the funds.  Make sure you
have discussed these tax consequences with your employer and/or tax advisor.

CREF  certificates  are  distributed  by TIAA-CREF  Individual  &  Institutional
Services.  CO Deferred Comp 9/97 CA APPLICATION FOR  INSTITUTIONALLY  OWNED TIAA
And CREF Retirement  Annuity CONTRACTS (FOR Nonqualified  Deferred  Compensation
PLANS)

Please type or print in ink and provide all information requested. CO

1. Personal Information

Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other Mailing  Address  Street
City State Zip Code Daytime  Telephone  Number Sex Date of Birth Social Security
Number ( ) n M n F Mo. Day Yr. Spouse's Name Employing Institution Campus/Branch
Job Title/Position

Existing Contracts Will these annuity contracts replace an existing annuity from
another company?  n Yes n No From what company?  Contract Number Your Retirement
Income Starting Date The first day of (Month) (Year) , or at the age of .
<PAGE>

2. Your Premium Allocation

TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF  Traditional Real Estate Stock
Money Market  Social  Choice Bond Market  Global  Equities  Growth  Equity Index
Inflation-Linked Bond % N/A % % % % % % % % % = 100%

3.  Subject to the terms of your  employer's  deferred  compensation  retirement
plan, your employer exercises all rights under these annuity contracts.

You cannot assign or take loans from these contracts.  Distributions  before age
59 1/2, or before  termination of service,  may be prohibited,  limited,  and/or
subject to substantial  tax penalties.  CREF account  accumulations  and benefit
payments,  and  Real  Estate  Account   accumulations,   are  variable  and  not
guaranteed;  they depend on the investment performance of these accounts. I have
read and  understood  all  provisions  of this  application.  I have  received a
current CREF prospectus and a current Real Estate Account prospectus.

         Signed (Employee)                  Date
         Signed (Applicant)                 Date
                  (Employer's Authorized Official or Plan Representative)

If you would like to receive CREF's Statement of Additional  Information,  which
supplements the CREF prospectus, check here. n Code

10.36.3 (10/95)  CA

(C) 1997  Teachers  Insurance  and  Annuity  Association  o  College  Retirement
Equities Fund

Printed on Recycled Paper

Teachers Insurance and Annuity Association

College Retirement Equities Fund

730 Third Avenue
New York, NY 10017-3206
1 800 842-2733
212 490-9000

CO Deferred Comp 9/97 CA





                                                               File: RADV(E).TXT

                                  APPLICATION

                                       FOR

                                 INSTITUTIONALLY

                                      OWNED

                                   TIAA-CREF

                                   RETIREMENT

                                     ANNUITY

                                    CONTRACTS

                                      WITH

                                 DELAYED VESTING

FOR PLANS COVERED BY ERISA

IMPORTANT: Use this application to enroll in your institution's basic retirement
plan only,  not for  personal  tax-deferred  savings.  It's Easy to Enroll  Just
complete the application and return it to your benefits office.  Questions? Call
our  Enrollment  Hotline at 1 800 842-2888  8am - 11pm ET weekdays  9/97 edition



<PAGE>


INSTRUCTIONS  FOR FILLING OUT THE  APPLICATION 

 1. Personal  Information 

In this  application,  you and your refer to the  employee.  The employer is the
applicant.  Your  retirement  income  starting  date is when  you  plan to start
receiving TIAA-CREF retirement income. You can change it any time. If you do not
select a date or an age,  we will  assume  age 65 when  preparing  your  benefit
illustrations.  We are complying with a regulatory agency  requirement in asking
that you provide the Existing Contracts information in this section.


2. YOUR PREMIUM ALLOCATION

You can allocate  premiums to the TIAA Traditional  Annuity,  the CREF Stock and
Money Market accounts,  and to any of the other TIAA and CREF accounts available
under your employer's  retirement plan.  Before  allocating money to any account
(other than the TIAA  Traditional  Annuity) please read the current  prospectus.
Premium  allocations have to be in whole  percentages and total 100%.

NOTE:  TIAA limits  transfers  from the Real Estate  Account to one per calendar
month. In the future,  TIAA and CREF may restrict transfers from the Real Estate
Account or from any of the CREF accounts to one per calendar  quarter.  TIAA has
the  right to stop  accepting  premiums  and/or  transfers  to the  Real  Estate
Account.

     You  can  change  your  allocation  of  future  premiums  anytime.  If your
allocation  does not total 100%, if it violates any plan  limitations,  or if we
receive your premiums before we receive your  application,  any premiums will go
to the CREF Money Market  Account.  Upon receiving a valid  allocation,  we will
apply all future premiums accordingly. For more information, please see the CREF
prospectus. 

3. YOUR DESIGNATION OF BENEFICIARY
If you die before annuity payments start, your designated  beneficiary(ies) will
receive the death benefit, if any, specified by your employer's retirement plan,
payable  from the  contracts'  accumulations.  If no primary  beneficiary  lives
longer  than  you,  any  death  benefit  payable  will  go  to  your  contingent
beneficiary(ies).  For example,  a married  person with children  might name the
spouse as primary beneficiary and the children as contingent beneficiaries.
     If you die before annuity payments start, have not named a beneficiary, and
leave no spouse, your estate receives any death benefit payable.
     If you leave a spouse, he or she will receive 50% of the value of any death
benefit payable under each contract; the remainder will be paid to your estate.
     If you do not have the date of birth and / or Social  Security  number  for
one of your  beneficiaries,  you  can  send in this  form  now and  forward  the
information to us later. The beneficiary  designations  that you provide on this
form will apply only to this contract.
     If you have  other  TIAA-CREF  contracts,  you may want to make  sure  your
beneficiary  designations  reflect your current  intentions.  For any  questions
about naming your beneficiary(ies), please call us at 1 800 842-2776.

NOTICE OF SPOUSE'S RIGHT TO ANNUITY  DEATH  BENEFITS  

Your  employer's  retirement plan is subject to the Employee  Retirement  Income
Security Act of 1974 (ERISA).  Under ERISA, your surviving spouse has a right to
an annuity worth 50% of the death benefit,  if any, under each contract,  unless
your spouse  consents to the  designation  of another  primary  beneficiary.  To
permit  someone  other than your spouse to receive  more than 50% of the annuity
death  benefit,  if any,  your  spouse must sign the consent in Section 5 of the
application.  A spouse's consent will not be valid with respect to any different
spouse you may have in the future.

4. NOTE:  
The TIAA Traditional Annuity does not provide any cash surrender value. However,
you may transfer all or part of your TIAA  Traditional  Annuity  accumulation to
CREF or TIAA Real Estate in  substantially  equal annual amounts over a ten-year
period.  Also, if permitted by your  employer's  plan, you may receive a full or
partial cash withdrawal of the CREF or TIAA Real Estate accumulations.

5. WAIVER OF SPOUSE'S RIGHT TO A PRERETIREMENT SURVIVOR DEATH BENEFIT 
If you are  married  and  you  have  not  named  your  spouse  as  your  primary
beneficiary  for at least 50% of the  annuity  death  benefit,  if any,  then by
signing this application, you are waiving your spouse's right to a preretirement
survivor  death benefit and your spouse must agree to this waiver by signing the
consent.  Generally,  you can make  this  waiver  only if you're at least 35. If
you're under 35, please contact your Benefits Office for more information.
     You can revoke the waiver any time before  your  annuity  income  begins by
naming your spouse as your primary beneficiary.


CONSENT BY SPOUSE
By signing  this  consent,  your  spouse is giving up all rights to receive  the
preretirement  survivor benefit,  if any. Your spouse cannot revoke consent once
it has been given.  Any survivor  benefit payable before annuity income payments
begin will be paid to the  beneficiary(ies)  you named. (Your spouse's signature
must be witnessed by your employer's plan representative or a notary public.)

CREF  certificates and interests in the TIAA Real Estate Account are distributed
by TIAA-CREF Individual & Institutional Services.

Standard DV (ERISA) 9/97


<PAGE>




APPLICATION FOR INSTITUTIONALLY OWNED TIAA AND CREF RETIREMENT
ANNUITY CONTRACTS WITH DELAYED VESTING

PLEASE TYPE OR PRINT IN INK AND PROVIDE ALL INFORMATION  REQUESTED.  

DV 

1. PERSONAL INFORMATION

Last Name           First           Middle 

n Mr.      n Mrs.        n Ms.        n Dr.       n Other 

Mailing Address          Street           City           State         Zip Code

Daytime Telephone Number      Sex       Date of Birth     Social Security Number

Spouse's Name ( ) n M n F   Mo. Day Yr.   

Employing Institution Campus/Branch Job Title/Position

Existing Contracts    Will these annuity contracts replace an existing annuity
from another company?   n Yes   n No

From what company?                                   Contract Number

Your Retirement Income Starting Date   The first day of (Month)
                            (Year)               , or at the age of .
2. YOUR PREMIUM ALLOCATION

TIAA   TIAA    CREF    CREF    CREF     CREF    CREF     CREF     CREF    CREF

Traditional      Real Estate     Stock       Money Market      Social Choice 

Bond Market      Global Equities     Growth      Equity Index

Inflation-Linked Bond
%     %     %     %      %     %      %      %     %      %      =      100%

3. YOUR DESIGNATION OF BENEFICIARY

Name(s) of Primary Beneficiary(ies) 

Relationship to You     Date of Birth        Social Security Number

Name(s) of Contingent Beneficiary(ies)      Relationship to You   Date of Birth

Social Security Number

4.  Subject  to the terms of your  employer's  retirement  plan,  your  employer
exercises all rights under these annuity contracts until you become vested under
the plan. Afterward, you exercise these rights yourself.
     You cannot assign or take loans from these contracts.  Distributions before
age 59 1/2, or before termination of service, may be prohibited, limited, and/or
subject  to  substantial  tax  penalties.  Your  TIAA  contract  does not  allow
single-sum  withdrawals but does allow  transfers from the  Traditional  Annuity
accumulation to CREF over a ten-year period.  Real Estate Account  accumulations
may be  transferred  to CREF in a single sum. We may be required under your CREF
contract to limit withdrawals,  transfers among the CREF accounts,  or transfers
to alternate funding vehicles.
     CREF account  accumulations and benefit  payments,  and Real Estate Account
accumulations,  are variable and not  guaranteed;  they depend on the investment
performance of these accounts.
     Under ERISA,  each contract gives your spouse the right to an annuity worth
50% of any death benefit  specified by your  employer's  retirement  plan.  Your
spouse must consent below to any beneficiary  designation that doesn't meet this
requirement.
     I HAVE READ AND  UNDERSTOOD  ALL  PROVISIONS  OF THIS  APPLICATION.  I HAVE
RECEIVED A CURRENT CREF PROSPECTUS AND A CURRENT REAL ESTATE ACCOUNT PROSPECTUS.


Signed (Employee)         Date       Signed (Applicant)      Date 

(EMPLOYER'S  AUTHORIZED  OFFICIAL OR PLAN  REPRESENTATIVE)  

CONSENT TO WAIVER OF SPOUSE'S RIGHT TO A PRERETIREMENT SURVIVOR DEATH BENEFIT 
If you have waived your spouse's right to a preretirement survivor death benefit
under ERISA by naming other primary beneficiaries for more than 50% of any death
benefit, your spouse must consent to the waiver.
CONSENT BY SPOUSE (MUST BE  WITNESSED)  
     With this consent I am voluntarily and irrevocably  giving up my right to a
qualified preretirement survivor death benefit under ERISA. I recognize that any
preretirement  death benefit  payable under these  contracts will be paid to the
beneficiaries as specified above.


Signed  (Spouse)         Soc. Sec. No.              Date

Notary or Plan  Representative                      Date 

If you would  like  to  receive  CREF's  Statement  of  Additional  Information,
which supplements the CREF  prospectus,  check here. [  ] Code 

10.35.4E  (10/95) 


<PAGE>


For your  protection,  some states require a warning  against fraud to appear on
this form.

These  states,  including  Colorado,  Kentucky,  New York,  and Ohio,  require a
warning  substantially  similar  to  the  following  warning.  People  who  file
applications for insurance or statements of claim commit a fraudulent  insurance
act if they: 

o knowingly  do so with  intent to injure,  defraud,  or deceive  any  insurance
  company or another person; and/or

o knowingly  include in their  application  or statement of claim any materially
  false or misleading information; and/or

o knowingly  conceal  information  for the purpose of misleading  concerning any
  fact material to the application or claim.

A fraudulent  insurance act is a crime, and penalties may include  imprisonment,
fines, denial of insurance, and civil damages. New York residents,  please note:
Civil  penalties  shall not exceed  $5,000 and the stated value of the claim for
each such violation.  Colorado residents,  please note: Any insurance company or
any agent of an insurance company who knowingly provides false,  incomplete,  or
misleading  facts or  information  to a  policyholder  or to a claimant  for the
purpose of defrauding or attempting to defraud the  policyholder or the claimant
with regard to a settlement or award payable from the insurance  proceeds  shall
be reported to the  Colorado  Division of  Insurance  within the  Department  of
Regulatory  Agencies. 

(C) 1997  Teachers  Insurance  and  Annuity  Association  o  College  Retirement
Equities Fund

Printed on Recycled Paper

Teachers Insurance and Annuity Association

College Retirement Equities Fund

730 Third Avenue
New York, NY 10017-3206
1 800 842-2733
212 490-9000

Standard DV (ERISA) 9/97
<PAGE>

APPLICATION
For Institutionally Owned
TIAA-CREF Retirement Annuity Contracts
With Delayed Vesting
For Plans Covered By ERISA

IMPORTANT: Use this application to enroll in your institution's basic retirement
plan only,  not for  personal  tax-deferred  savings.  It's Easy to Enroll  Just
complete the application and return it to your benefits office.  Questions? Call
our  Enrollment  Hotline at 1 800 842-2888  8am - 11pm ET weekdays  9/97 edition
(CA)  

Instructions  for filling out the  APPLICATION 

1. Personal  Information 

In this  application,  you and your refer to the  employee.  The employer is the
applicant.

Your  retirement  income  starting  date is when  you  plan to  start  receiving
TIAA-CREF  retirement income. You can change it any time. If you do not select a
date or an age, we will assume age 65 when preparing your benefit illustrations.

We are complying with a regulatory agency requirement in asking that you provide
the Existing Contracts information in this section.

2. Your premium allocation

You can allocate  premiums to the TIAA Traditional  Annuity,  the CREF Stock and
Money Market  accounts,  and to any of the other CREF accounts  available  under
your employer's  retirement plan.  Before allocating money to any account (other
than the TIAA Traditional  Annuity) please read the current prospectus.  Premium
allocations have to be in whole percentages and total 100%.

NOTE: In the future,  CREF may restrict  transfers from any of the CREF accounts
to one per calendar  quarter.  


<PAGE>

You can change your  allocation of future premiums  anytime.  If your allocation
does not total 100%, if it violates any plan limitations,  or if we receive your
premiums  before we receive your  application,  any premiums will go to the CREF
Money  Market  Account.  Upon  receiving a valid  allocation,  we will apply all
future  premiums  accordingly.  For  more  information,   please  see  the  CREF
prospectus.

CALIFORNIA RESIDENTS PLEASE NOTE: These annuity
contracts are issued in  California,  where the TIAA Real Estate  Account is not
available.  California  residents  cannot  allocate  to this  account.  

3. Your designation of beneficiary

If you die before annuity payments start, your designated  beneficiary(ies) will
receive the death benefit, if any, specified by your employer's retirement plan,
payable  from the  contracts'  accumulations.  If no primary  beneficiary  lives
longer  than  you,  any  death  benefit  payable  will  go  to  your  contingent
beneficiary(ies).  For example,  a married  person with children  might name the
spouse as primary beneficiary and the children as contingent beneficiaries.

If you die before annuity  payments  start,  have not named a  beneficiary,  and
leave no spouse,  your estate receives any death benefit payable. If you leave a
spouse,  he or she will  receive 50% of the value of any death  benefit  payable
under each contract; the remainder will be paid to your estate.

If you do not have the date of birth and / or Social  Security number for one of
your beneficiaries, you can send in this form now and forward the information to
us later. The beneficiary  designations that you provide on this form will apply
only to this contract.  If you have other TIAA-CREF  contracts,  you may want to
make sure your beneficiary designations reflect your current intentions. For any
questions about naming your beneficiary(ies),  please call us at 1 800 842-2776.

Notice of Spouse's  Right to Annuity Death Benefits 

Your  employer's  retirement plan is subject to the Employee  Retirement  Income
Security Act of 1974 (ERISA).  Under ERISA, your surviving spouse has a right to
an annuity worth 50% of the death benefit,  if any, under each contract,  unless
your spouse  consents to the  designation  of another  primary  beneficiary.  To
permit  someone  other than your spouse to receive  more than 50% of the annuity
death  benefit,  if any,  your  spouse must sign the consent in Section 5 of the
application.  A spouse's consent will not be valid with respect to any different
spouse you may have in the future.


<PAGE>

4. note: 

The TIAA Traditional Annuity does not provide any cash surrender value. However,
you may transfer all or part of your TIAA  Traditional  Annuity  accumulation to
CREF in  substantially  equal annual  amounts over a ten-year  period.  Also, if
permitted  by your  employer's  plan,  you may  receive a full or  partial  cash
withdrawal of the CREF accumulations.

5. Waiver of spouse's right to a preretirement survivor death benefit If you are
married and you have not named your spouse as your  primary  beneficiary  for at
least  50%  of  the  annuity  death  benefit,  if  any,  then  by  signing  this
application,  you are waiving your spouse's  right to a  preretirement  survivor
death  benefit and your spouse must agree to this waiver by signing the consent.
Generally,  you can make this waiver only if you're at least 35. If you're under
35, please contact your Benefits Office for more information.


You can revoke the waiver any time before your annuity  income  begins by naming
your  spouse as your  primary  beneficiary.  Consent by Spouse By  signing  this
consent,  your  spouse is giving up all  rights  to  receive  the  preretirement
survivor  benefit,  if any. Your spouse  cannot revoke  consent once it has been
given. Any survivor benefit payable before annuity income payments begin will be
paid  to the  beneficiary(ies)  you  named.  (Your  spouse's  signature  must be
witnessed by your employer's plan representative or a notary public.)

CREF  certificates  are  distributed  by TIAA-CREF  Individual  &  Institutional
Services. Standard DV (ERISA) 9/97 CA APPLICATION FOR INSTITUTIONALLY OWNED TIAA
and CREF Retirement  Annuity CONTRACTS WITH DELAYED VESTING 

Please type or print in ink and provide all information requested. DV

1. Personal  Information Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other
Mailing Address Street City State Zip Code

Daytime Telephone Number Sex Date of Birth Social Security Number

Spouse's Name ( ) n M n F Mo. Day Yr. Employing  Institution  Campus/Branch  Job
Title/Position

Existing Contracts Will these annuity contracts replace an existing annuity from
another company?  n Yes n No From what company?  Contract Number Your Retirement
Income Starting Date The first day of (Month) (Year) , or at the age of .
<PAGE>

2. Your Premium Allocation

TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF  Traditional Real Estate Stock
Money Market  Social  Choice Bond Market  Global  Equities  Growth  Equity Index
Inflation-Linked Bond % N/A % % % % % % % % % = 100%

3. Your Designation of Beneficiary

Name(s) of Primary  Beneficiary(ies)  Relationship  to You Date of Birth  Social
Security Number Name(s) of Contingent Beneficiary(ies)  Relationship to You Date
of Birth Social Security Number

4.  Subject  to the terms of your  employer's  retirement  plan,  your  employer
exercises all rights under these annuity contracts until you become vested under
the plan. Afterward, you exercise these rights yourself.

You cannot assign or take loans from these contracts.  Distributions  before age
59 1/2, or before  termination of service,  may be prohibited,  limited,  and/or
subject  to  substantial  tax  penalties.  Your  TIAA  contract  does not  allow
single-sum  withdrawals but does allow  transfers from the  Traditional  Annuity
accumulation to CREF over a ten-year period.  Real Estate Account  accumulations
may be  transferred  to CREF in a single sum. We may be required under your CREF
contract to limit withdrawals,  transfers among the CREF accounts,  or transfers
to alternate funding vehicles.

CREF  account  accumulations  and  benefit  payments,  and Real  Estate  Account
accumulations,  are variable and not  guaranteed;  they depend on the investment
performance of these accounts.

Under ERISA,  each contract  gives your spouse the right to an annuity worth 50%
of any death benefit  specified by your employer's  retirement plan. Your spouse
must  consent  below to any  beneficiary  designation  that  doesn't  meet  this
requirement.  I have read and understood all provisions of this  application.  I
have  received a current  CREF  prospectus  and a current  Real  Estate  Account
prospectus.
         Signed (Employee)                  Date
         Signed (Applicant)                 Date
                  (Employer's Authorized Official or Plan Representative)
<PAGE>

5. Consent to Waiver of Spouse's Right to a Preretirement Survivor Death Benefit

If you have waived your spouse's right to a preretirement survivor death benefit
under ERISA by naming other primary beneficiaries for more than 50% of any death
benefit, your spouse must consent to the waiver.

Consent by Spouse (must be witnessed)

With  this  consent I am  voluntarily  and  irrevocably  giving up my right to a
qualified preretirement survivor death benefit under ERISA. I recognize that any
preretirement  death benefit  payable under these  contracts will be paid to the
beneficiaries as specified above.
 
        Signed (Spouse)   Soc. Sec. No.    Date
         Notary or Plan Representative   Date

If you would like to receive CREF's Statement of Additional  Information,  which
supplements the CREF prospectus, check here. n

                                            Code
10.35.4E (10/95)  CA

(C) 1997  Teachers  Insurance  and  Annuity  Association  o  College  Retirement
Equities Fund

Printed on Recycled Paper

Teachers Insurance and Annuity Association

College Retirement Equities Fund

730 Third Avenue
New York, NY 10017-3206
1 800 842-2733
212 490-9000

Standard DV (ERISA) 9/97 CA




FOR PLANS NOT COVERED BY ERISA

                                  APPLICATION
                                      FOR
                                INSTITUTIONALLY
                                     OWNED
                                   TIAA-CREF
                                   RETIREMENT
                                    ANNUITY
                                   CONTRACTS
                                      WITH
                                DELAYED VESTING

IMPORTANT: Use this application to enroll in your institution's basic retirement
plan only,  not for  personal  tax-deferred  savings.  It's Easy to Enroll  Just
complete the application and return it to your benefits office.  Questions? Call
our  Enrollment  Hotline at 1 800 842-2888  8am - 11pm ET weekdays 

9/97 edition                                                              (FLA.)

[LOGO]
TIAA-CREF

<PAGE>


Instructions for filling out the APPLICATION 

- --------------------------------------------------------------------------------
1. > PERSONAL  INFORMATION 

In this  application,  you and your refer to the  employee.  The employer is the
applicant.  Your  retirement  income  starting  date is when  you  plan to start
receiving TIAA-CREF retirement income. You can change it any time. If you do not
select a date or an age,  we will  assume  age 65 when  preparing  your  benefit
illustrations.  We are complying with a regulatory agency  requirement in asking
that you provide the Existing Contracts information in this section.

- ---------------------------------------
2. > YOUR PREMIUM ALLOCATION

You can allocate  premiums to the TIAA Traditional  Annuity,  the CREF Stock and
Money Market accounts,  and to any of the other TIAA and CREF accounts available
under your employer's  retirement plan.  Before  allocating money to any account
(other than the TIAA  Traditional  Annuity) please read the current  prospectus.
Premium  allocations have to be in whole  percentages and total 100%. NOTE: TIAA
limits  transfers from the Real Estate Account to one per calendar month. In the
future,  TIAA and CREF may restrict  transfers  from the Real Estate  Account or
from any of the CREF accounts to one per calendar quarter. TIAA has the right to
stop accepting  premiums and/or  transfers to the Real Estate  Account.  You can
change your allocation of future premiums  anytime.  If your allocation does not
total 100%, if it violates any plan limitations,  or if we receive your premiums
before we  receive  your  application,  any  premiums  will go to the CREF Money
Market  Account.  Upon  receiving a valid  allocation,  we will apply all future
premiums accordingly. For more information, please see the CREF prospectus.

- ---------------------------------------
3. > YOUR DESIGNATION OF BENEFICIARY 

If you die before annuity payments start, your designated  beneficiary(ies) will
receive the death benefit, if any, specified by your employer's retirement plan,
payable  from the  contracts'  accumulations.  If no primary  beneficiary  lives
longer  than  you,  any  death  benefit  payable  will  go  to  your  contingent
beneficiary(ies).  For example,  a married  person with children  might name the
spouse as primary beneficiary and the children as contingent  beneficiaries.  If
you die before annuity payments start,  have not named a beneficiary,  and leave
no spouse,  your  estate  receives  any death  benefit  payable.  If you leave a
spouse,  he or she will  receive 50% of the value of any death  benefit  payable
under each contract;  the remainder  will be paid to your estate.  If you do not
have  the  date  of  birth  and / or  Social  Security  number  for  one of your
beneficiaries,  you can send in this form now and forward the  information to us
later.  The  beneficiary  designations  that you provide on this form will apply
only to this contract.  If you have other TIAA-CREF  contracts,  you may want to
make sure your beneficiary designations reflect your current intentions. For any
questions about naming your beneficiary(ies), please call us at 1 800 842-2776.

- ---------------------------------------
4. > NOTE:  

The TIAA Traditional Annuity does not provide any cash surrender value. However,
you may transfer all or part of your TIAA  Traditional  Annuity  accumulation to
CREF or TIAA Real Estate in  substantially  equal annual amounts over a ten-year
period.  Also, if permitted by your  employer's  plan, you may receive a full or
partial  cash  withdrawal  of the CREF or TIAA Real Estate  accumulations.  

CREF  certificates and interests in the TIAA Real Estate Account are distributed
by TIAA-CREF Individual & Institutional Services.

Standard DV (Non-ERISA) 9/97 FLA.

Please detach here and keep instructions for your reference.

<PAGE>


              APPLICATION FOR INSTITUTIONALLY OWNED TIAA AND CREF             DV
               RETIREMENT ANNUITY CONTRACTS WITH DELAYED VESTING
                        (FOR PLANS NOT COVERED BY ERISA)

     Please type or print in ink and provide all information requested.

1. > PERSONAL INFORMATION

     Last Name        First         Middle        

     [ ] Mr. [ ] Mrs. [ ] Ms. [ ] Dr. [ ] Other _________
     
     Mailing Address   Street    City     State    Zip Code
     
     Daytime Telephone Number       Sex              Date of Birth  
     (    )                     [ ] M [ ] F          Mo.   Day   Yr.
     
     Social Security Number          Spouse's Name 
     
     Employing Institution          Campus/Branch             Job Title/Position
     
     EXISTING CONTRACTS Will these annuity contracts replace an existing annuity
     from another company? [ ] Yes [ ] No From what company? Contract Number
     
     YOUR  RETIREMENT  INCOME STARTING DATE The first day of (Month) (Year) , or
     at the age of .
     
2. > YOUR PREMIUM ALLOCATION
     
     TIAA         TIAA         CREF     CREF          CREF           CREF       
     Traditional  Real Estate  Stock    Money Market  Social Choice  Bond Market
     Annuity      Account      Account  Account       Account        Account    
                  %          %         %            %              %           

     CREF               CREF       CREF            CREF
     Global Equities    Growth     Equity Index    Inflation-Linked Bond
     Account            Account    Account 
     %               %           %               %                      % = 100%

3. > YOUR DESIGNATION OF BENEFICIARY

     Name(s) of Primary Beneficiary(ies) 

     Relationship to You 

     Date of Birth Social 

     Security Number

     Name(s) of Contingent Beneficiary(ies) 

     Relationship to You 

     Date of Birth 

     Social Security Number

4. > Subject to  the  terms of your  employer's  retirement  plan, your employer
     exercises all rights under these annuity  contracts until you become vested
     under the plan. Afterward, you exercise these rights yourself.

     This  application  is for  contracts  issued  under a  retirement  plan not
covered  by  the  Employee  Retirement  Income  Security  Act of  1974  (ERISA).
Generally,  retirement plans other than those of public institutions and certain
churches  are covered by ERISA.  If you are  employed at any time by an employer
whose retirement plan is covered by ERISA, your benefits from contributions made
under that plan will be subject to your spouse's rights.  THIS COULD AFFECT YOUR
BENEFICIARY DESIGNATION if you have named someone other than your spouse.

     You cannot assign or take loans from these contracts.  Distributions before
age 591/2, or before termination of service, may be prohibited,  limited, and/or
subject  to  substantial  tax  penalties.  Your  TIAA  contract  does not  allow
single-sum  withdrawals but does allow  transfers from the  Traditional  Annuity
accumulation to CREF over a ten-year period.  Real Estate Account  accumulations
may be  transferred  to CREF in a single sum. We may be required under your CREF
contract to limit withdrawals,  transfers among the CREF accounts,  or transfers
to alternate funding vehicles.

     CREF account  accumulations and benefit  payments,  and Real Estate Account
accumulations,  are variable and not  guaranteed;  they depend on the investment
performance of these accounts.

     I HAVE READ AND  UNDERSTOOD  ALL  PROVISIONS  OF THIS  APPLICATION.  I HAVE
RECEIVED A CURRENT CREF PROSPECTUS AND A CURRENT REAL ESTATE ACCOUNT PROSPECTUS.

     Signed (Employee)                                Date

     Signed (Applicant)                               Date

     (Employer's Authorized Official or Plan Representative)




<PAGE>


Signature of Florida Licensed Agent

LIC. NO. 593282667

     If you would like to receive  CREF's  Statement of Additional  Information,
     which supplements the CREF prospectus,  check here. n Code 10.35.4N (10/95)
     FLA.  Any person who  knowingly  and with  intent to  injure,  defraud,  or
     deceive any insurer files a statement of claim or an application containing
     any false, incomplete, or misleading information,  is guilty of a felony of
     the third  degree.  (C) 1997 Teachers  Insurance and Annuity  Association o
     College Retirement Equities Fund

Printed on Recycled Paper

Teachers 
Insurance and 
Annuity 
Association

College 
Retirement 
Equities 
Fund

730 Third Avenue
New York, NY 10017-3206
1 800 842-2733
212 490-9000

Standard DV (Non-ERISA) 9/97 FLA.


<PAGE>

APPLICATION
For Institutionally Owned
TIAA-CREF Retirement Annuity Contracts
With Delayed Vesting
For Plans Not Covered By ERISA
IMPORTANT: Use this application to enroll in your institution's basic retirement
plan only,  not for  personal  tax-deferred  savings.  It's Easy to Enroll  Just
complete the application and return it to your benefits office.  Questions? Call
our  Enrollment  Hotline at 1 800 842-2888  8am - 11pm ET weekdays  9/97 edition
Instructions  for filling out the  

APPLICATION  

1. Personal  Information 

In this  application,  you and your refer to the  employee.  The employer is the
applicant.  Your  retirement  income  starting  date is when  you  plan to start
receiving TIAA-CREF retirement income. You can change it any time. If you do not
select a date or an age,  we will  assume  age 65 when  preparing  your  benefit
illustrations.  We are complying with a regulatory agency  requirement in asking
that you provide the Existing Contracts information in this section.

2. Your premium allocation
You can allocate  premiums to the TIAA Traditional  Annuity,  the CREF Stock and
Money Market accounts,  and to any of the other TIAA and CREF accounts available
under your employer's  retirement plan.  Before  allocating money to any account
(other than the TIAA  Traditional  Annuity) please read the current  prospectus.
Premium  allocations have to be in whole  percentages and total 100%. 


<PAGE>

NOTE: 

TIAA limits transfers from the Real Estate Account to one per calendar month. In
the future, TIAA and CREF may restrict transfers from the Real Estate Account or
from any of the CREF accounts to one per calendar quarter. TIAA has the right to
stop accepting premiums and/or transfers to the Real Estate Account.

You can change your  allocation of future premiums  anytime.  If your allocation
does not total 100%, if it violates any plan limitations,  or if we receive your
premiums  before we receive your  application,  any premiums will go to the CREF
Money  Market  Account.  Upon  receiving a valid  allocation,  we will apply all
future  premiums  accordingly.  For  more  information,   please  see  the  CREF
prospectus.

3.
Your designation of beneficiary 

If you die before annuity payments start, your designated  beneficiary(ies) will
receive the death benefit, if any, specified by your employer's retirement plan,
payable  from the  contracts'  accumulations.  If no primary  beneficiary  lives
longer  than  you,  any  death  benefit  payable  will  go  to  your  contingent
beneficiary(ies).  For example,  a married  person with children  might name the
spouse as primary beneficiary and the children as contingent  beneficiaries.  If
you die before annuity payments start,  have not named a beneficiary,  and leave
no spouse,  your  estate  receives  any death  benefit  payable.  If you leave a
spouse,  he or she will  receive 50% of the value of any death  benefit  payable
under each contract;  the remainder  will be paid to your estate.  

If you do not have the date of birth and / or Social  Security number for one of
your beneficiaries, you can send in this form now and forward the information to
us later. The beneficiary  designations that you provide on this form will apply
only to this contract.  If you have other TIAA-CREF  contracts,  you may want to
make sure your beneficiary designations reflect your current intentions. For any
questions about naming your beneficiary(ies), please call us at 1 800 842-2776.

4. note: 

The TIAA Traditional Annuity does not provide any cash surrender value. However,
you may transfer all or part of your TIAA  Traditional  Annuity  accumulation to
CREF or TIAA Real Estate in  substantially  equal annual amounts over a ten-year
period.  Also, if permitted by your  employer's  plan, you may receive a full or
partial  cash  withdrawal  of the CREF or TIAA Real Estate  accumulations.  CREF
certificates  and interests in the TIAA Real Estate  Account are  distributed by
TIAA-CREF Individual & Institutional Services.


<PAGE>

Standard DV (Non-ERISA) 9/97 APPLICATION FOR INSTITUTIONALLY OWNED TIAA and CREF
Retirement  Annuity  CONTRACTS  WITH  DELAYED  VESTING (FOR PLANS NOT COVERED BY
ERISA)

Please  type or print in ink and  provide  all  information
requested. DV

1. Personal  Information 

Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other Mailing  Address  Street
City State Zip Code Daytime  Telephone  Number Sex Date of Birth Social Security
Number Spouse's Name ( ) n M n F Mo. Day Yr. Employing Institution Campus/Branch
Job Title/Position

Existing Contracts Will these annuity contracts replace an existing annuity from
another company?  n Yes n No From what company?  Contract Number Your Retirement
Income Starting Date The first day of (Month) (Year) , or at the age of .

2. Your Premium Allocation

TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF  Traditional Real Estate Stock
Money Market  Social  Choice Bond Market  Global  Equities  Growth  Equity Index
Inflation-Linked Bond % % % % % % % % % % = 100%

3. Your Designation of Beneficiary

Name(s) of Primary  Beneficiary(ies)  Relationship  to You Date of Birth  Social
Security Number Name(s) of Contingent Beneficiary(ies)  Relationship to You Date
of Birth Social Security Number

4.  Subject  to the terms of your  employer's  retirement  plan,  your  employer
exercises all rights under these annuity contracts until you become vested under
the plan. Afterward, you exercise these rights yourself.

This  application is for contracts issued under a retirement plan not covered by
the  Employee  Retirement  Income  Security  Act  of  1974  (ERISA).  Generally,
retirement  plans other than those of public  institutions  and certain churches
are  covered by ERISA.  If you are  employed  at any time by an  employer  whose
retirement plan is covered by ERISA, your benefits from contributions made under
that plan will be subject  to your  spouse's  rights.  This  could  affect  your
beneficiary  designation  if you have named someone other than your spouse.  
<PAGE>

You cannot assign or take loans from these contracts.  Distributions  before age
59 1/2, or before  termination of service,  may be prohibited,  limited,  and/or
subject  to  substantial  tax  penalties.  Your  TIAA  contract  does not  allow
single-sum  withdrawals but does allow  transfers from the  Traditional  Annuity
accumulation to CREF over a ten-year period.  Real Estate Account  accumulations
may be  transferred  to CREF in a single sum. We may be required under your CREF
contract to limit withdrawals,  transfers among the CREF accounts,  or transfers
to alternate funding vehicles.

CREF  account  accumulations  and  benefit  payments,  and Real  Estate  Account
accumulations,  are variable and not  guaranteed;  they depend on the investment
performance of these accounts. I have read and understood all provisions of this
application. I have received a current CREF prospectus and a current Real Estate
Account prospectus.

         Signed (Employee)                  Date
         Signed (Applicant)                 Date
                  (Employer's Authorized Official or Plan Representative)

If you would like to receive CREF's Statement of Additional  Information,  which
supplements the CREF prospectus, check here. n

                                            Code
10.35.4N (10/95)

For your  protection,  some states require a warning  against fraud to appear on
this form.  These states,  including  Colorado,  Kentucky,  New York,  and Ohio,
require a warning  substantially  similar to the following  warning.  People who
file  applications  for  insurance  or  statements  of claim commit a fraudulent
insurance act if they:

* knowingly  do so with  intent to injure,  defraud,  or deceive  any  insurance
company or another person; and/or

* knowingly  include in their  application  or statement of claim any materially
false or misleading information; and/or

* knowingly  conceal  information  for the purpose of misleading  concerning any
fact  material to the  application  or claim.  A fraudulent  insurance  act is a
crime, and penalties may include imprisonment,  fines, denial of insurance,  and
civil damages.


<PAGE>

New York residents, please note: Civil penalties shall not exceed $5,000 and the
stated value of the claim for each such violation.

Colorado  residents,  please  note:  Any  insurance  company  or any agent of an
insurance company who knowingly provides false, incomplete,  or misleading facts
or information to a policyholder  or to a claimant for the purpose of defrauding
or  attempting  to defraud the  policyholder  or the  claimant  with regard to a
settlement or award payable from the insurance proceeds shall be reported to the
Colorado Division of Insurance within the Department of Regulatory Agencies.

(C) 1997  Teachers  Insurance  and  Annuity  Association  o  College  Retirement
Equities Fund

Printed on Recycled Paper

Teachers Insurance and Annuity Association

College Retirement Equities Fund

730 Third Avenue
New York, NY 10017-3206
1 800 842-2733
212 490-9000

Standard DV (Non-ERISA) 9/97


<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
APPLICATION
For Institutionally Owned
TIAA-CREF Retirement Annuity Contracts
With Delayed Vesting
For Plans Not Covered By ERISA

IMPORTANT: Use this application to enroll in your institution's basic retirement
plan only,  not for  personal  tax-deferred  savings.  It's Easy to Enroll  Just
complete the application and return it to your benefits office.  Questions? Call
our  Enrollment  Hotline at 1 800 842-2888  8am - 11pm ET weekdays  9/97 edition
(CA)  

Instructions  for filling out the  APPLICATION 

1. Personal  Information 

In this  application,  you and your refer to the  employee.  The employer is the
applicant.  Your  retirement  income  starting  date is when  you  plan to start
receiving TIAA-CREF retirement income. You can change it any time. If you do not
select a date or an age,  we will  assume  age 65 when  preparing  your  benefit
illustrations.  We are complying with a regulatory agency  requirement in asking
that you provide the Existing Contracts information in this section.

2. Your premium allocation

You can allocate  premiums to the TIAA Traditional  Annuity,
the CREF Stock and Money Market accounts,  and to any of the other CREF accounts
available under your employer's  retirement plan. Before allocating money to any
account  (other  than the TIAA  Traditional  Annuity)  please  read the  current
prospectus.  Premium allocations have to be in whole percentages and total 100%.


<PAGE>

NOTE: 

In the future,  CREF may restrict transfers from any of the CREF accounts to one
per calendar quarter. You can change your allocation of future premiums anytime.
If your allocation does not total 100%, if it violates any plan limitations,  or
if we receive your  premiums  before we receive your  application,  any premiums
will go to the CREF Money Market Account. Upon receiving a valid allocation,  we
will apply all future premiums accordingly. For more information, please see the
CREF prospectus.

CALIFORNIA RESIDENTS PLEASE NOTE: 

These  annuity  contracts are issued in  California,  where the TIAA Real Estate
Account is not available. California residents cannot allocate to this account.

3. Your designation of beneficiary

If you die before annuity payments start, your designated  beneficiary(ies) will
receive the death benefit, if any, specified by your employer's retirement plan,
payable  from the  contracts'  accumulations.  If no primary  beneficiary  lives
longer  than  you,  any  death  benefit  payable  will  go  to  your  contingent
beneficiary(ies).  For example,  a married  person with children  might name the
spouse as primary beneficiary and the children as contingent beneficiaries.

If you die before annuity  payments  start,  have not named a  beneficiary,  and
leave no spouse,  your estate receives any death benefit payable. If you leave a
spouse,  he or she will  receive 50% of the value of any death  benefit  payable
under each contract;  the remainder  will be paid to your estate.  If you do not
have  the  date  of  birth  and / or  Social  Security  number  for  one of your
beneficiaries,  you can send in this form now and forward the  information to us
later.  The  beneficiary  designations  that you provide on this form will apply
only to this contract.  If you have other TIAA-CREF  contracts,  you may want to
make sure your beneficiary designations reflect your current intentions. For any
questions about naming your beneficiary(ies), please call us at 1 800 842-2776.

4. note: 

The TIAA Traditional Annuity does not provide any cash surrender value. However,
you may transfer all or part of your TIAA  Traditional  Annuity  accumulation to
CREF in  substantially  equal annual  amounts over a ten-year  period.  Also, if
permitted  by your  employer's  plan,  you may  receive a full or  partial  cash
withdrawal of the CREF accumulations.

CREF  certificates  are  distributed  by TIAA-CREF  Individual  &  Institutional
Services.  Standard DV (Non-ERISA) 9/97 CA APPLICATION FOR INSTITUTIONALLY OWNED
TIAA and CREF Retirement  Annuity  CONTRACTS WITH DELAYED VESTING (FOR PLANS NOT
COVERED BY ERISA)


<PAGE>

Please type or print in ink and provide all information requested. DV

1. Personal  Information 

Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other Mailing  Address  Street
City State Zip Code Daytime  Telephone  Number Sex Date of Birth Social Security
Number Spouse's Name ( ) n M n F Mo. Day Yr. Employing Institution Campus/Branch
Job Title/Position

Existing Contracts Will these annuity contracts replace an existing annuity from
another company?  n Yes n No From what company?  Contract Number Your Retirement
Income Starting Date The first day of (Month) (Year) , or at the age of .

2. Your Premium Allocation

TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF  Traditional Real Estate Stock
Money Market  Social  Choice Bond Market  Global  Equities  Growth  Equity Index
Inflation-Linked Bond % N/A % % % % % % % % % = 100%

3. Your Designation of Beneficiary

Name(s) of Primary  Beneficiary(ies)  Relationship  to You Date of Birth  Social
Security Number Name(s) of Contingent Beneficiary(ies)  Relationship to You Date
of Birth Social Security Number

4.  Subject  to the terms of your  employer's  retirement  plan,  your  employer
exercises all rights under these annuity contracts until you become vested under
the plan. Afterward, you exercise these rights yourself.

This  application is for contracts issued under a retirement plan not covered by
the  Employee  Retirement  Income  Security  Act  of  1974  (ERISA).  Generally,
retirement  plans other than those of public  institutions  and certain churches
are  covered by ERISA.  If you are  employed  at any time by an  employer  whose
retirement plan is covered by ERISA, your benefits from contributions made under
that plan will be subject  to your  spouse's  rights.  This  could  affect  your
beneficiary designation if you have named someone other than your spouse.


<PAGE>

You cannot assign or take loans from these contracts.  Distributions  before age
59 1/2, or before  termination of service,  may be prohibited,  limited,  and/or
subject  to  substantial  tax  penalties.  Your  TIAA  contract  does not  allow
single-sum  withdrawals but does allow  transfers from the  Traditional  Annuity
accumulation to CREF over a ten-year period.  Real Estate Account  accumulations
may be  transferred  to CREF in a single sum. We may be required under your CREF
contract to limit withdrawals,  transfers among the CREF accounts,  or transfers
to alternate funding vehicles.  CREF account accumulations and benefit payments,
and Real Estate Account  accumulations,  are variable and not  guaranteed;  they
depend  on the  investment  performance  of  these  accounts.  I have  read  and
understood  all provisions of this  application.  I have received a current CREF
prospectus and a current Real Estate Account prospectus.
         Signed (Employee)                  Date
         Signed (Applicant)                 Date
                  (Employer's Authorized Official or Plan Representative)

If you would like to receive CREF's Statement of Additional  Information,  which
supplements the CREF prospectus, check here. n Code 10.35.4N (10/95) CA (C) 1997
Teachers Insurance and Annuity Association o College Retirement Equities Fund

Printed on Recycled Paper

Teachers Insurance and Annuity Association

College Retirement Equities Fund

730 Third Avenue
New York, NY 10017-3206
1 800 842-2733
212 490-9000

Standard DV (Non-ERISA) 9/97 CA


<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

APPLICATION
For Institutionally Owned
TIAA-CREF Retirement Annuity Contracts
With Delayed Vesting
For Plans Not Covered By ERISA

IMPORTANT: Use this application to enroll in your institution's basic retirement
plan only,  not for  personal  tax-deferred  savings.  It's Easy to Enroll  Just
complete the application and return it to your benefits office.

Questions?  Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays
9/97 edition (FLA.)

Instructions for filling out the APPLICATION 

1. Personal  Information In
this  application,  you and your  refer to the  employee.  The  employer  is the
applicant.  Your  retirement  income  starting  date is when  you  plan to start
receiving TIAA-CREF retirement income. You can change it any time. If you do not
select a date or an age,  we will  assume  age 65 when  preparing  your  benefit
illustrations.  We are complying with a regulatory agency  requirement in asking
that you provide the Existing  Contracts  information  in this section.  

2. Your premium allocation

You can allocate  premiums to the TIAA Traditional  Annuity,  the CREF Stock and
Money Market accounts,  and to any of the other TIAA and CREF accounts available
under your employer's  retirement plan.  Before  allocating money to any account
(other than the TIAA  Traditional  Annuity) please read the current  prospectus.
Premium allocations have to be in whole percentages and total 100%.


<PAGE>

NOTE:  TIAA limits  transfers  from the Real Estate  Account to one per calendar
month. In the future,  TIAA and CREF may restrict transfers from the Real Estate
Account or from any of the CREF accounts to one per calendar  quarter.  TIAA has
the  right to stop  accepting  premiums  and/or  transfers  to the  Real  Estate
Account.

You can change your  allocation of future premiums  anytime.  If your allocation
does not total 100%, if it violates any plan limitations,  or if we receive your
premiums  before we receive your  application,  any premiums will go to the CREF
Money  Market  Account.  Upon  receiving a valid  allocation,  we will apply all
future  premiums  accordingly.  For  more  information,   please  see  the  CREF
prospectus.

3. Your  designation of beneficiary 

If you die before annuity payments start, your designated  beneficiary(ies) will
receive the death benefit, if any, specified by your employer's retirement plan,
payable  from the  contracts'  accumulations.  If no primary  beneficiary  lives
longer  than  you,  any  death  benefit  payable  will  go  to  your  contingent
beneficiary(ies).  For example,  a married  person with children  might name the
spouse as primary beneficiary and the children as contingent beneficiaries.

If you die before annuity  payments  start,  have not named a  beneficiary,  and
leave no spouse,  your estate receives any death benefit payable. If you leave a
spouse,  he or she will  receive 50% of the value of any death  benefit  payable
under each contract;  the remainder  will be paid to your estate.  If you do not
have  the  date  of  birth  and / or  Social  Security  number  for  one of your
beneficiaries,  you can send in this form now and forward the  information to us
later.  The  beneficiary  designations  that you provide on this form will apply
only to this contract.  If you have other TIAA-CREF  contracts,  you may want to
make sure your beneficiary designations reflect your current intentions. For any
questions about naming your beneficiary(ies), please call us at 1 800 842-2776.

4.  note:  

The TIAA Traditional Annuity does not provide any cash surrender value. However,
you may transfer all or part of your TIAA  Traditional  Annuity  accumulation to
CREF or TIAA Real Estate in  substantially  equal annual amounts over a ten-year
period.  Also, if permitted by your  employer's  plan, you may receive a full or
partial cash withdrawal of the CREF or TIAA Real Estate accumulations.

CREF  certificates and interests in the TIAA Real Estate Account are distributed
by TIAA-CREF Individual & Institutional  Services.  Standard DV (Non-ERISA) 9/97
FLA.  APPLICATION FOR  INSTITUTIONALLY  OWNED TIAA and CREF  Retirement  Annuity
CONTRACTS WITH DELAYED VESTING (FOR PLANS NOT COVERED BY ERISA)


<PAGE>

Please type or print in ink and provide all information requested. DV

1. Personal  Information Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other
Mailing Address Street City State Zip Code Daytime  Telephone Number Sex Date of
Birth Social  Security  Number  Spouse's Name ( ) n M n F Mo. Day Yr.  Employing
Institution Campus/Branch Job Title/Position

Existing Contracts Will these annuity contracts replace an existing annuity from
another company?  n Yes n No From what company?  Contract Number Your Retirement
Income Starting Date The first day of (Month) (Year) , or at the age of .

2. Your Premium Allocation

TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF  Traditional Real Estate Stock
Money Market  Social  Choice Bond Market  Global  Equities  Growth  Equity Index
Inflation-Linked Bond % % % % % % % % % % = 100%

3. Your Designation of Beneficiary

Name(s) of Primary  Beneficiary(ies)  Relationship  to You Date of Birth  Social
Security Number Name(s) of Contingent Beneficiary(ies)  Relationship to You Date
of Birth Social Security Number

4.  Subject  to the terms of your  employer's  retirement  plan,  your  employer
exercises all rights under these annuity contracts until you become vested under
the plan. Afterward, you exercise these rights yourself.

This  application is for contracts issued under a retirement plan not covered by
the  Employee  Retirement  Income  Security  Act  of  1974  (ERISA).  Generally,
retirement  plans other than those of public  institutions  and certain churches
are  covered by ERISA.  If you are  employed  at any time by an  employer  whose
retirement plan is covered by ERISA, your benefits from contributions made under
that plan will be subject  to your  spouse's  rights.  This  could  affect  your
beneficiary designation if you have named someone other than your spouse.


<PAGE>

You cannot assign or take loans from these contracts.  Distributions  before age
59 1/2, or before  termination of service,  may be prohibited,  limited,  and/or
subject  to  substantial  tax  penalties.  Your  TIAA  contract  does not  allow
single-sum  withdrawals but does allow  transfers from the  Traditional  Annuity
accumulation to CREF over a ten-year period.  Real Estate Account  accumulations
may be  transferred  to CREF in a single sum. We may be required under your CREF
contract to limit withdrawals,  transfers among the CREF accounts,  or transfers
to alternate funding vehicles.  CREF account accumulations and benefit payments,
and Real Estate Account  accumulations,  are variable and not  guaranteed;  they
depend  on the  investment  performance  of  these  accounts.  I have  read  and
understood  all provisions of this  application.  I have received a current CREF
prospectus and a current Real Estate Account prospectus.

         Signed (Employee)                  Date
         Signed (Applicant) (Employer's
         Authorized Official or Plan Representative)   Date
         Signature of Florida Licensed Agent
         LIC. NO. 593282667

If you would like to receive CREF's Statement of Additional  Information,  which
supplements the CREF prospectus, check here. n

                                            Code
10.35.4N (10/95) FLA.

Any person who  knowingly  and with  intent to injure,  defraud,  or deceive any
insurer  files a  statement  of claim or an  application  containing  any false,
incomplete,  or  misleading  information,  is  guilty  of a felony  of the third
degree. 

(C) 1997  Teachers  Insurance  and  Annuity  Association  o  College  Retirement
Equities Fund

Printed on Recycled Paper

Teachers Insurance and Annuity Association

College Retirement Equities Fund

730 Third Avenue
New York, NY 10017-3206
1 800 842-2733
212 490-9000

Standard DV (Non-ERISA) 9/97 FLA.

<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

APPLICATION
For Institutionally Owned
TIAA-CREF Retirement Annuity Contracts
With Delayed Vesting
For Plans Covered By ERISA

IMPORTANT: Use this application to enroll in your institution's basic retirement
plan only,  not for  personal  tax-deferred  savings.  It's Easy to Enroll  Just
complete the application and return it to your benefits office.  Questions? Call
our  Enrollment  Hotline at 1 800 842-2888  8am - 11pm ET weekdays  9/97 edition
Instructions for filling out the

APPLICATION

1. Personal  Information 

In this  application,  you and your refer to the  employee.  The employer is the
applicant.  Your  retirement  income  starting  date is when  you  plan to start
receiving TIAA-CREF retirement income. You can change it any time. If you do not
select a date or an age,  we will  assume  age 65 when  preparing  your  benefit
illustrations.  We are complying with a regulatory agency  requirement in asking
that you provide the Existing Contracts information in this section.

2. Your premium allocation

You can allocate  premiums to the TIAA Traditional  Annuity,  the CREF Stock and
Money Market accounts,  and to any of the other TIAA and CREF accounts available
under your employer's  retirement plan.  Before  allocating money to any account
(other than the TIAA  Traditional  Annuity) please read the current  prospectus.
Premium  allocations have to be in whole  percentages and total 100%. 


<PAGE>

NOTE:  TIAA limits  transfers  from the Real Estate  Account to one per calendar
month. In the future,  TIAA and CREF may restrict transfers from the Real Estate
Account or from any of the CREF accounts to one per calendar  quarter.  TIAA has
the  right to stop  accepting  premiums  and/or  transfers  to the  Real  Estate
Account.

You can change your  allocation of future premiums  anytime.  If your allocation
does not total 100%, if it violates any plan limitations,  or if we receive your
premiums  before we receive your  application,  any premiums will go to the CREF
Money  Market  Account.  Upon  receiving a valid  allocation,  we will apply all
future  premiums  accordingly.  For  more  information,   please  see  the  CREF
prospectus.

3. Your designation of beneficiary

If you die before annuity payments start, your designated  beneficiary(ies) will
receive the death benefit, if any, specified by your employer's retirement plan,
payable  from the  contracts'  accumulations.  If no primary  beneficiary  lives
longer  than  you,  any  death  benefit  payable  will  go  to  your  contingent
beneficiary(ies).  For example,  a married  person with children  might name the
spouse as primary beneficiary and the children as contingent beneficiaries.

If you die before annuity  payments  start,  have not named a  beneficiary,  and
leave no spouse,  your estate receives any death benefit payable. If you leave a
spouse,  he or she will  receive 50% of the value of any death  benefit  payable
under each contract; the remainder will be paid to your estate.

If you do not have the date of birth and / or Social  Security number for one of
your beneficiaries, you can send in this form now and forward the information to
us later. The beneficiary  designations that you provide on this form will apply
only to this contract.  If you have other TIAA-CREF  contracts,  you may want to
make sure your beneficiary designations reflect your current intentions. For any
questions about naming your beneficiary(ies), please call us at 1 800 842-2776.

Notice of Spouse's Right to Annuity Death Benefits

Your  employer's  retirement plan is subject to the Employee  Retirement  Income
Security Act of 1974 (ERISA).  Under ERISA, your surviving spouse has a right to
an annuity worth 50% of the death benefit,  if any, under each contract,  unless
your spouse  consents to the  designation  of another  primary  beneficiary.  To
permit  someone  other than your spouse to receive  more than 50% of the annuity
death  benefit,  if any,  your  spouse must sign the consent in Section 5 of the
application.  A spouse's consent will not be valid with respect to any different
spouse you may have in the future.


<PAGE>

4. note: 

The TIAA Traditional Annuity does not provide any cash surrender value. However,
you may transfer all or part of your TIAA  Traditional  Annuity  accumulation to
CREF or TIAA Real Estate in  substantially  equal annual amounts over a ten-year
period.  Also, if permitted by your  employer's  plan, you may receive a full or
partial cash withdrawal of the CREF or TIAA Real Estate accumulations.

5. Waiver of spouse's right to a preretirement survivor death benefit

If you are married and you have not named
your spouse as your primary  beneficiary  for at least 50% of the annuity  death
benefit, if any, then by signing this application, you are waiving your spouse's
right to a  preretirement  survivor  death benefit and your spouse must agree to
this waiver by signing the consent.  Generally, you can make this waiver only if
you're at least 35. If you're under 35, please contact your Benefits  Office for
more information.  You can revoke the waiver any time before your annuity income
begins by naming your spouse as your primary  beneficiary.  

Consent by Spouse 

By signing  this  consent,  your  spouse is giving up all rights to receive  the
preretirement  survivor benefit,  if any. Your spouse cannot revoke consent once
it has been given.  Any survivor  benefit payable before annuity income payments
begin will be paid to the  beneficiary(ies)  you named. (Your spouse's signature
must be witnessed by your employer's plan representative or a notary public.)

CREF  certificates and interests in the TIAA Real Estate Account are distributed
by  TIAA-CREF  Individual  &  Institutional  Services.  Standard DV (ERISA) 9/97
APPLICATION FOR INSTITUTIONALLY OWNED TIAA and CREF Retirement Annuity CONTRACTS
WITH  DELAYED  VESTING  

Please type or print in ink and provide all information requested. DV
<PAGE>

1. Personal  Information Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other
Mailing Address Street City State Zip Code Daytime  Telephone Number Sex Date of
Birth Social  Security  Number  Spouse's Name ( ) n M n F Mo. Day Yr.  Employing
Institution Campus/Branch Job Title/Position

Existing Contracts Will these annuity contracts replace an existing annuity from
another company?  n Yes n No From what company?  Contract Number Your Retirement
Income  Starting  Date The first day of  (Month)  (Year) , or at the age of . 2.
Your  Premium  Allocation  TIAA  TIAA  CREF  CREF  CREF CREF CREF CREF CREF CREF
Traditional  Real Estate Stock Money  Market  Social  Choice Bond Market  Global
Equities Growth Equity Index Inflation-Linked Bond % % % % % % % % % % = 100%

3. Your Designation of Beneficiary

Name(s) of Primary  Beneficiary(ies)  Relationship  to You Date of Birth  Social
Security Number Name(s) of Contingent Beneficiary(ies)  Relationship to You Date
of Birth Social Security Number

4.  Subject  to the terms of your  employer's  retirement  plan,  your  employer
exercises all rights under these annuity contracts until you become vested under
the plan. Afterward, you exercise these rights yourself.

You cannot assign or take loans from these contracts.  Distributions  before age
59 1/2, or before  termination of service,  may be prohibited,  limited,  and/or
subject  to  substantial  tax  penalties.  Your  TIAA  contract  does not  allow
single-sum  withdrawals but does allow  transfers from the  Traditional  Annuity
accumulation to CREF over a ten-year period.  Real Estate Account  accumulations
may be  transferred  to CREF in a single sum. We may be required under your CREF
contract to limit withdrawals,  transfers among the CREF accounts,  or transfers
to alternate funding vehicles.

CREF  account  accumulations  and  benefit  payments,  and Real  Estate  Account
accumulations,  are variable and not  guaranteed;  they depend on the investment
performance of these accounts.

Under ERISA,  each contract  gives your spouse the right to an annuity worth 50%
of any death benefit  specified by your employer's  retirement plan. Your spouse
must  consent  below to any  beneficiary  designation  that  doesn't  meet  this
requirement.  I have read and understood all provisions of this  application.  


<PAGE>

I have  received a current CREF  prospectus  and a current  Real Estate  Account
prospectus.

         Signed (Employee)                  Date
         Signed (Applicant)                 Date
                  (Employer's Authorized Official or Plan Representative)
         Consent to Waiver of Spouse's Right to a Preretirement Survivor 
         Death Benefit

If you have waived your spouse's right to a preretirement survivor death benefit
under ERISA by naming other primary beneficiaries for more than 50% of any death
benefit,  your spouse must  consent to the  waiver.  Consent by Spouse  (must be
witnessed)

With  this  consent I am  voluntarily  and  irrevocably  giving up my right to a
qualified preretirement survivor death benefit under ERISA. I recognize that any
preretirement  death benefit  payable under these  contracts will be paid to the
beneficiaries as specified above.

         Signed (Spouse)   Soc. Sec. No.    Date
         Notary or Plan Representative   Date

If you would like to receive CREF's Statement of Additional  Information,  which
supplements the CREF prospectus, check here. n

                                            Code
10.35.4E (10/95)

For your  protection,  some states require a warning  against fraud to appear on
this form.  These states,  including  Colorado,  Kentucky,  New York,  and Ohio,
require a warning  substantially  similar to the following  warning.  People who
file  applications  for  insurance  or  statements  of claim commit a fraudulent
insurance act if they:

* knowingly  do so with  intent to injure,  defraud,  or deceive  any  insurance
company or another person; and/or

* knowingly  include in their  application  or statement of claim any materially
false or misleading information; and/or

* knowingly  conceal  information  for the purpose of misleading  concerning any
fact  material to the  application  or claim.  

A fraudulent  insurance act is a crime, and penalties may include  imprisonment,
fines, denial of insurance, and civil damages.


<PAGE>

New York residents, please note: Civil penalties shall not exceed $5,000 and the
stated value of the claim for each such violation.

Colorado  residents,  please  note:  Any  insurance  company  or any agent of an
insurance company who knowingly provides false, incomplete,  or misleading facts
or information to a policyholder  or to a claimant for the purpose of defrauding
or  attempting  to defraud the  policyholder  or the  claimant  with regard to a
settlement or award payable from the insurance proceeds shall be reported to the
Colorado Division of Insurance within the Department of Regulatory Agencies.

(C) 1997  Teachers  Insurance  and  Annuity  Association  o  College  Retirement
Equities Fund

Printed on Recycled Paper

Teachers Insurance and Annuity Association

College Retirement Equities Fund

730 Third Avenue
New York, NY 10017-3206
1 800 842-2733
212 490-9000

Standard DV (ERISA) 9/97


<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

  
APPLICATION
For Institutionally Owned
TIAA-CREF Retirement Annuity Contracts
With Delayed Vesting
For Plans Covered By ERISA

IMPORTANT: Use this application to enroll in your institution's basic retirement
plan only, not for personal tax-deferred savings.

It's Easy to Enroll Just complete the application and return it to your benefits
office.  Questions?  Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET
weekdays 9/97 edition (FLA.)

Instructions for filling out the APPLICATION

1. Personal  Information 

In this  application,  you and your refer to the  employee.  The employer is the
applicant.  Your  retirement  income  starting  date is when  you  plan to start
receiving TIAA-CREF retirement income. You can change it any time. If you do not
select a date or an age,  we will  assume  age 65 when  preparing  your  benefit
illustrations.  We are complying with a regulatory agency  requirement in asking
that you provide the Existing Contracts information in this section.

2. Your premium  allocation 

You can allocate  premiums to the TIAA Traditional  Annuity,  the CREF Stock and
Money Market accounts,  and to any of the other TIAA and CREF accounts available
under your employer's  retirement plan.  Before  allocating money to any account
(other than the TIAA  Traditional  Annuity) please read the current  prospectus.
Premium allocations have to be in whole percentages and total 100%.


<PAGE>

NOTE:  TIAA limits  transfers  from the Real Estate  Account to one per calendar
month. In the future,  TIAA and CREF may restrict transfers from the Real Estate
Account or from any of the CREF accounts to one per calendar  quarter.  TIAA has
the  right to stop  accepting  premiums  and/or  transfers  to the  Real  Estate
Account.

You can change your  allocation of future premiums  anytime.  If your allocation
does not total 100%, if it violates any plan limitations,  or if we receive your
premiums  before we receive your  application,  any premiums will go to the CREF
Money  Market  Account.  Upon  receiving a valid  allocation,  we will apply all
future  premiums  accordingly.  For  more  information,   please  see  the  CREF
prospectus.

3. Your  designation of beneficiary 

If you die before annuity payments start, your designated  beneficiary(ies) will
receive the death benefit, if any, specified by your employer's retirement plan,
payable  from the  contracts'  accumulations.  If no primary  beneficiary  lives
longer  than  you,  any  death  benefit  payable  will  go  to  your  contingent
beneficiary(ies).  For example,  a married  person with children  might name the
spouse as primary beneficiary and the children as contingent  beneficiaries.  If
you die before annuity payments start,  have not named a beneficiary,  and leave
no spouse,  your  estate  receives  any death  benefit  payable.  If you leave a
spouse,  he or she will  receive 50% of the value of any death  benefit  payable
under each contract; the remainder will be paid to your estate.

If you do not have the date of birth and / or Social  Security number for one of
your beneficiaries, you can send in this form now and forward the information to
us later. The beneficiary  designations that you provide on this form will apply
only to this contract.  If you have other TIAA-CREF  contracts,  you may want to
make sure your beneficiary designations reflect your current intentions. For any
questions about naming your beneficiary(ies), please call us at 1 800 842-2776.

Notice of Spouse's Right to
Annuity  Death  Benefits  

Your  employer's  retirement plan is subject to the Employee  Retirement  Income
Security Act of 1974 (ERISA).  Under ERISA, your surviving spouse has a right to
an annuity worth 50% of the death benefit,  if any, under each contract,  unless
your spouse  consents to the  designation  of another  primary  beneficiary.  To
permit  someone  other than your spouse to receive  more than 50% of the annuity
death  benefit,  if any,  your  spouse must sign the consent in Section 5 of the
application.  A spouse's consent will not be valid with respect to any different
spouse you may have in the future.


<PAGE>

4. note:  

The TIAA Traditional Annuity does not provide any cash surrender value. However,
you may transfer all or part of your TIAA  Traditional  Annuity  accumulation to
CREF or TIAA Real Estate in  substantially  equal annual amounts over a ten-year
period.  Also, if permitted by your  employer's  plan, you may receive a full or
partial cash withdrawal of the CREF or TIAA Real Estate accumulations.

5. Waiver of spouse's right to a preretirement survivor death benefit

If you are  married  and  you  have  not  named  your  spouse  as  your  primary
beneficiary  for at least 50% of the  annuity  death  benefit,  if any,  then by
signing this application, you are waiving your spouse's right to a preretirement
survivor  death benefit and your spouse must agree to this waiver by signing the
consent.  Generally,  you can make  this  waiver  only if you're at least 35. If
you're under 35, please contact your Benefits Office for more information.

You can revoke the waiver any time before your annuity  income  begins by naming
your  spouse as your  primary  beneficiary.  Consent by Spouse By  signing  this
consent,  your  spouse is giving up all  rights  to  receive  the  preretirement
survivor  benefit,  if any. Your spouse  cannot revoke  consent once it has been
given. Any survivor benefit payable before annuity income payments begin will be
paid  to the  beneficiary(ies)  you  named.  (Your  spouse's  signature  must be
witnessed by your employer's plan representative or a notary public.)

If you would like to receive CREF's Statement of Additional  Information,  which
supplements  the CREF  prospectus,  please call 1 800 842-2733,  ext. 5509. CREF
certificates  and interests in the TIAA Real Estate  Account are  distributed by
TIAA-CREF  Individual &  Institutional  Services.  Standard DV (ERISA) 9/97 FLA.
APPLICATION FOR INSTITUTIONALLY OWNED TIAA and CREF Retirement Annuity CONTRACTS
WITH DELAYED VESTING

Please type or print in ink and provide all information requested. DV

1. Personal  Information 

Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other Mailing  Address  Street
City State Zip Code Daytime  Telephone  Number Sex Date of Birth Social Security
Number Spouse's Name ( ) n M n F Mo. Day Yr. Employing Institution Campus/Branch
Job Title/Position

Existing Contracts Will these annuity contracts replace an existing annuity from
another company?  n Yes n No From what company?  Contract Number Your Retirement
Income Starting Date The first day of (Month) (Year) , or at the age of .


<PAGE>

2. Your Premium Allocation

TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF  Traditional Real Estate Stock
Money Market  Social  Choice Bond Market  Global  Equities  Growth  Equity Index
Inflation-Linked Bond % % % % % % % % % % = 100%

         3. Your Designation of Beneficiary

Name(s) of Primary  Beneficiary(ies)  Relationship  to You Date of Birth  Social
Security Number Name(s) of Contingent Beneficiary(ies)  Relationship to You Date
of Birth Social Security Number

4.  Subject  to the terms of your  employer's  retirement  plan,  your  employer
exercises all rights under these annuity contracts until you become vested under
the plan. Afterward, you exercise these rights yourself.

You cannot assign or take loans from these contracts.  Distributions  before age
59 1/2, or before  termination of service,  may be prohibited,  limited,  and/or
subject  to  substantial  tax  penalties.  Your  TIAA  contract  does not  allow
single-sum  withdrawals but does allow  transfers from the  Traditional  Annuity
accumulation to CREF over a ten-year period.  Real Estate Account  accumulations
may be  transferred  to CREF in a single sum. We may be required under your CREF
contract to limit withdrawals,  transfers among the CREF accounts,  or transfers
to alternate funding vehicles.

CREF  account  accumulations  and  benefit  payments,  and Real  Estate  Account
accumulations,  are variable and not  guaranteed;  they depend on the investment
performance of these accounts.

Under ERISA,  each contract  gives your spouse the right to an annuity worth 50%
of any death benefit  specified by your employer's  retirement plan. Your spouse
must  consent  below to any  beneficiary  designation  that  doesn't  meet  this
requirement.  I have read and understood all provisions of this  application.  I
have  received a current  CREF  prospectus  and a current  Real  Estate  Account
prospectus.
         Signed (Employee)                  Date
         Signed (Applicant) (Employer's
          Authorized Official or Plan Representative)   Date

<PAGE>


5. Consent to Waiver of Spouse's Right to a Preretirement Survivor Death Benefit

If you have waived your spouse's right to a preretirement survivor death benefit
under ERISA by naming other primary beneficiaries for more than 50% of any death
benefit, your spouse must consent to the waiver.
Consent by Spouse (must be witnessed)

With  this  consent I am  voluntarily  and  irrevocably  giving up my right to a
qualified preretirement survivor death benefit under ERISA. I recognize that any
preretirement  death benefit  payable under these  contracts will be paid to the
beneficiaries as specified above.

         Signed (Spouse)   Soc. Sec. No. Date
         Notary or Plan Representative   Date
         Signature of Florida Licensed Agent
         LIC. NO. 593282667
                                            Code
10.35.4E (10/95) FLA.

Any person who  knowingly  and with  intent to injure,  defraud,  or deceive any
insurer  files a  statement  of claim or an  application  containing  any false,
incomplete,  or  misleading  information,  is  guilty  of a felony  of the third
degree.

(C) 1997  Teachers  Insurance  and  Annuity  Association  o  College  Retirement
Equities Fund Printed on Recycled Paper

Teachers Insurance and Annuity Association

College Retirement Equities Fund

730 Third Avenue
New York, NY 10017-3206
1 800 842-2733
212 490-9000

Standard DV (ERISA) 9/97 FLA.



<PAGE>

You can change your  allocation of future premiums  anytime.  If your allocation
does not total 100%, if it violates any plan limitations,  or if we receive your
premiums  before we receive your  enrollment  form,  any premiums will go to the
CREF Money Market Account. Upon receiving a valid allocation,  we will apply all
future  premiums  accordingly.  For  more  information,   please  see  the  CREF
prospectus.

3. Your designation of beneficiary

If you die before annuity payments start, your designated  beneficiary(ies) will
receive the total value of your accumulations as a death benefit.  If no primary
beneficiary  lives longer than you,  death  benefits will go to your  contingent
beneficiary(ies).  For example,  a married  person with children  might name the
spouse as primary beneficiary and the children as contingent beneficiaries.

If you die  before  annuity  payments  start,  have not  named a
beneficiary,  and leave no spouse, your estate receives the entire accumulation.
If you  leave  a  spouse,  he or she  will  receive  50% of the  value  of  your
accumulation under each certificate;  the remainder will be paid to your estate.


If you do not have the date of birth and / or Social  Security number for one of
your beneficiaries, you can send in this form now and forward the information to
us later. The beneficiary  designations that you provide on this form will apply
only to this contract.  If you have other TIAA-CREF  contracts,  you may want to
make sure your beneficiary designations reflect your current intentions. For any
questions about naming your beneficiary(ies),  please call us at 1 800 842-2776.

Notice of Spouse's  Right to Annuity Death Benefits 

Your  employer's  retirement
plan is subject to the Employee  Retirement Income Security Act of 1974 (ERISA).
Under ERISA,  your  surviving  spouse has a right to an annuity worth 50% of the
value of your accumulation under each certificate at your date of death,  unless
your spouse  consents to the  designation  of another  primary  beneficiary.  To
permit  someone  other than your spouse to receive  more than 50% of the annuity
death benefits, your spouse must sign the consent in Section 5 of the enrollment
form. A spouse's  consent will not be valid with respect to any different spouse
you may have in the future.  

4. note: 

Please read all information and sign where indicated.

5. Waiver of spouse's right to a preretirement survivor death benefit


<PAGE>

If you are  married  and  you  have  not  named  your  spouse  as  your  primary
beneficiary  for at least 50% of your annuity  death  benefits,  then by signing
this  enrollment  form, you are waiving your spouse's  right to a  preretirement
survivor  death benefit and your spouse must agree to this waiver by signing the
consent.  Generally,  you can make  this  waiver  only if you're at least 35. If
you're under 35, please contact your Benefits Office for more  information.  You
can revoke the waiver any time before your annuity  income begins by naming your
spouse as your primary  beneficiary.  

Consent by Spouse 

By signing  this  consent,  your  spouse is giving up all rights to receive  the
preretirement  survivor  benefit.  Your spouse cannot revoke consent once it has
been given.  Any survivor  benefits payable before annuity income payments begin
will be paid to the beneficiary(ies) you named. (Your spouse's signature must be
witnessed by your employer's plan representative or a notary public.)

CREF  certificates  and
interests  in  the  TIAA  Real  Estate  Account  are  distributed  by  TIAA-CREF
Individual & Institutional  Services.  Standard GRA (ERISA) 9/97 ENROLLMENT FORM
for TIAA and CREF GROUP retirement annuity  CERTIFICATES 

Please type or print in ink and provide all information requested. G

1. Personal  Information Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other
Mailing Address Street City State Zip Code Daytime  Telephone Number Sex Date of
Birth Social  Security  Number  Spouse's Name ( ) n M n F Mo. Day Yr.  Employing
Institution Campus/Branch Job Title/Position

Your Retirement Income Starting Date The first day of (Month) (Year) , or at the
age of .

2.  Your  Premium  Allocation  TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF
Traditional  Real Estate Stock Money  Market  Social  Choice Bond Market  Global
Equities Growth Equity Index Inflation-Linked Bond % % % % % % % % % % = 100%


<PAGE>

3.  Your  Designation  of  Beneficiary   Name(s)  of  Primary   Beneficiary(ies)
Relationship  to You Date of Birth Social  Security Number Name(s) of Contingent
Beneficiary(ies) Relationship to You Date of Birth Social Security Number

4. You cannot assign or take loans from these certificates. Distributions before
age 59 1/2, or before termination of service, may be prohibited, limited, and/or
subject to substantial tax penalties.  Your TIAA certificate allows transfers to
CREF from your Traditional Annuity  accumulation over a ten-year period and from
your Real Estate Account  accumulation  in a single sum. Cash  withdrawals  from
your  Traditional  Annuity  accumulation  are  allowed,  if  permitted  by  your
employer's  retirement plan and subject to a surrender  charge,  only within 120
days after  termination  of  employment.  Your CREF  certificate  may limit,  in
accordance with the terms of your employer's  retirement plan, cash withdrawals,
transfers among the CREF accounts and transfers to alternate funding vehicles.

CREF  account  accumulations  and  benefit  payments,  and Real  Estate  Account
accumulations,  are variable and not  guaranteed;  they depend on the investment
performance of these accounts.

Under ERISA,  each  certificate  gives your spouse the right to an annuity worth
50% of the value of your  accumulations  at the date of your death.  Your spouse
must  consent  below to any  beneficiary  designation  that  doesn't  meet  this
requirement.  I have read and understood all provisions of this enrollment form.

I have  received a current CREF  prospectus  and a current  Real Estate  Account
prospectus.
         Signed                             Date
         5. Consent  to Waiver of  Spouse's  Right to a  Preretirement  Survivor
            Death Benefit

If you have waived your spouse's right to a preretirement survivor death benefit
under ERISA by naming other primary beneficiaries for more than 50% of any death
benefit, your spouse must consent to the waiver.
Consent by Spouse (must be witnessed)

With  this  consent I am  voluntarily  and  irrevocably  giving up my right to a
qualified preretirement survivor death benefit under ERISA. I recognize that any
preretirement death benefit payable under these certificates will be paid to the
beneficiaries as specified above.

<PAGE>

         Signed (Spouse)   Soc. Sec. No.    Date
         Notary or Plan Representative   Date

If you would like to receive CREF's Statement of Additional  Information,  which
supplements the CREF prospectus, check here. n Code

G10.1.3E (10/95)

For your  protection,  some states require a warning  against fraud to appear on
this form.  These states,  including  Colorado,  Kentucky,  New York,  and Ohio,
require a warning  substantially  similar to the following  warning.  People who
file  applications  for  insurance  or  statements  of claim commit a fraudulent
insurance act if they:

* knowingly  do so with  intent to injure,  defraud,  or deceive  any  insurance
company or another person;  and/or 

* knowingly  include in their  application  or statement of claim any materially
false or misleading information;  and/or o knowingly conceal information for the
purpose of misleading concerning any fact material to the application or claim.

A fraudulent  insurance act is a crime, and penalties may include  imprisonment,
fines, denial of insurance, and civil damages. 

New York residents, please note: Civil penalties shall not exceed $5,000 and the
stated value of the claim for each such violation.

Colorado  residents,  please  note:  Any  insurance  company  or any agent of an
insurance company who knowingly provides false, incomplete,  or misleading facts
or information to a policyholder  or to a claimant for the purpose of defrauding
or  attempting  to defraud the  policyholder  or the  claimant  with regard to a
settlement or award payable from the insurance proceeds shall be reported to the
Colorado Division of Insurance within the Department of Regulatory Agencies.

(C) 1997  Teachers  Insurance  and  Annuity  Association  o  College  Retirement
Equities Fund

Printed on Recycled Paper

Teachers Insurance and Annuity Association

College Retirement Equities Fund

<PAGE>


730 Third Avenue
New York, NY 10017-3206
1 800 842-2733
212 490-9000

Standard GRA (ERISA) 9/97
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
APPLICATION
For Institutionally Owned
TIAA-CREF Retirement Annuity Contracts
For Nonqualified
Deferred Compensation Plans
For Plans Not Covered By ERISA
IMPORTANT: Use this application to enroll in your institution's basic retirement
plan only,  not for  personal  tax-deferred  savings.  It's Easy to Enroll  Just
complete the application and return it to your benefits office.  

Questions?  Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays
9/97  edition  (FLA.)   Instructions   for  filling  out  the  APPLICATION  (FOR
NONQUALIFIED DEFERRED COMPENSATION PLANS)

1. Personal Information In this application, the employer is
the applicant.  You or your refers to the employee.  The  information in Items 1
and 2 applies to the employee.  Your retirement income starting date is when you
plan to start receiving TIAA-CREF retirement income. You can change it any time.
If you do not select a date or an age, we will assume age 65 when preparing your
benefit illustrations.  We are complying with a regulatory agency requirement in
asking that you provide the Existing Contracts  information in this section.  

2. Your premium allocation

You can allocate  premiums to the TIAA Traditional  Annuity,  the CREF Stock and
Money Market accounts,  and to any of the other TIAA and CREF accounts available
under your employer's  retirement plan.  Before  allocating money to any account
(other than the TIAA  Traditional  Annuity) please read the current  prospectus.
Premium allocations have to be in whole percentages and total 100%.


<PAGE>

NOTE:  TIAA limits  transfers  from the Real Estate  Account to one per calendar
month. In the future,  TIAA and CREF may restrict transfers from the Real Estate
Account or from any of the CREF accounts to one per calendar  quarter.  TIAA has
the  right to stop  accepting  premiums  and/or  transfers  to the  Real  Estate
Account.

You can change your  allocation of future premiums  anytime.  If your allocation
does not total  100%,  or if we receive  your  premiums  before we receive  your
application,  any  premiums  will go to the  CREF  Money  Market  Account.  Upon
receiving a valid allocation, we will apply all future premiums accordingly. For
more information, please see the CREF prospectus.

3. note: 

The TIAA Traditional Annuity does not provide any cash surrender value. However,
you may transfer all or part of your TIAA  Traditional  Annuity  accumulation to
CREF or TIAA Real Estate in  substantially  equal annual amounts over a ten-year
period.  Also, if permitted by your  employer's  plan, you may receive a full or
partial  cash  withdrawal  of  the  CREF  or  TIAA  Real  Estate  accumulations.
Non-qualified deferred compensation plans of non-profit employers are subject to
special tax rules under Internal  Revenue Code Section 457(f).  You may be taxed
on the  amounts  deferred as soon as they are vested  regardless  of whether you
have access to the funds.  Make sure you have discussed  these tax  consequences
with your employer and/or tax advisor.

CREF  certificates and interests in the TIAA Real Estate Account are distributed
by TIAA-CREF  Individual &  Institutional  Services.  CO Deferred Comp 9/97 FLA.
APPLICATION FOR INSTITUTIONALLY OWNED TIAA And CREF Retirement Annuity CONTRACTS
(FOR Nonqualified  Deferred  Compensation PLANS) Please type or print in ink and
provide all information requested. CO

1. Personal  Information 

   Last Name        First        Middle    n Mr. n Mrs. n Ms. n Dr. n Other

   Mailing Address    Street     City     State      Zip Code 

   Daytime  Telephone Number           Sex            Date of

   Birth Social     Security  Number (         )    n M n F    Mo. Day Yr.  

   Spouse's Name                            Employing
 
   Institution Campus/Branch Job Title/Position


<PAGE>

Existing Contracts Will these annuity contracts replace an existing annuity from
another company?  n Yes n No 

From what company?               Contract Number 

Your Retirement Income Starting Date 

The first day of (Month) (Year) , or at the age of .

2.  Your  Premium  Allocation  
TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF
Traditional  Real Estate Stock Money  Market  Social  Choice Bond Market  Global
Equities Growth Equity Index Inflation-Linked Bond % % % % % % % % % % = 100%

3.  Subject to the terms of your  employer's  deferred  compensation  retirement
plan,  your employer  exercises all rights under these  annuity  contracts.  

You cannot assign or take loans from these contracts.  Distributions  before age
59 1/2, or before  termination of service,  may be prohibited,  limited,  and/or
subject to substantial tax penalties.

CREF  account  accumulations  and  benefit  payments,  and Real  Estate  Account
accumulations,  are variable and not  guaranteed;  they depend on the investment
performance of these accounts. I have read and understood all provisions of this
application. I have received a current CREF prospectus and a current Real Estate
Account prospectus.

         Signed (Employee)                  Date
         Signed (Applicant) (Employer's
         Authorized Official or Plan Representative)   Date
         Signature of Florida Licensed Agent
         LIC. NO. 593282667

If you would like to receive CREF's Statement of Additional  Information,  which
supplements the CREF prospectus, check here. n

                                            Code
10.36.3 (10/95) FLA.


<PAGE>

Any person who  knowingly  and with  intent to injure,  defraud,  or deceive any
insurer  files a  statement  of claim or an  application  containing  any false,
incomplete,  or  misleading  information,  is  guilty  of a felony  of the third
degree. 

(C) 1997  Teachers  Insurance  and  Annuity  Association  *  College  Retirement
Equities Fund

Printed on Recycled Paper

Teachers Insurance and Annuity Association

College Retirement Equities Fund

730 Third Avenue
New York, NY 10017-3206
1 800 842-2733
212 490-9000

CO Deferred Comp 9/97 FLA.

<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
APPLICATION
For Institutionally Owned
TIAA-CREF Retirement Annuity Contracts
For Nonqualified
Deferred Compensation Plans
For Plans Not Covered By ERISA

IMPORTANT: Use this application to enroll in your institution's basic retirement
plan only,  not for  personal  tax-deferred  savings.  

It's Easy to Enroll  

Just complete the application and return it to your benefits office.  Questions?
Call our  Enrollment  Hotline  at 1 800  842-2888  8am - 11pm ET  weekdays  9/97
edition

Instructions  for  filling  out  the  APPLICATION  (FOR  NONQUALIFIED   DEFERRED
COMPENSATION PLANS)

1. Personal Information 

In this  application,  the employer is the applicant.  You or your refers to the
employee.  The  information  in  Items 1 and 2  applies  to the  employee.  Your
retirement  income starting date is when you plan to start  receiving  TIAA-CREF
retirement income. You can change it any time. If you do not select a date or an
age, we will assume age 65 when  preparing  your benefit  illustrations.  We are
complying  with a regulatory  agency  requirement in asking that you provide the
Existing Contracts  information in this section.  2. Your premium allocation You
can allocate premiums to the TIAA Traditional  Annuity, the CREF Stock and Money
Market accounts,  and to any of the other TIAA and CREF accounts available under
your employer's  retirement plan.  Before allocating money to any account (other
than the TIAA Traditional  Annuity) please read the current prospectus.  Premium
allocations have to be in whole percentages and total 100%.


<PAGE>

NOTE: TIAA limits transfers from the Real Estate Account to one
per calendar month. In the future, TIAA and CREF may restrict transfers from the
Real  Estate  Account  or from  any of the  CREF  accounts  to one per  calendar
quarter.  TIAA has the right to stop accepting  premiums and/or transfers to the
Real Estate Account.  You can change your allocation of future premiums anytime.
If your allocation does not total 100%, or if we receive your premiums before we
receive your application, any premiums will go to the CREF Money Market Account.
Upon  receiving  a  valid   allocation,   we  will  apply  all  future  premiums
accordingly. For more information,  please see the CREF prospectus. 

3. note: 

The TIAA Traditional Annuity does not provide any cash surrender value. However,
you may transfer all or part of your TIAA  Traditional  Annuity  accumulation to
CREF or TIAA Real Estate in  substantially  equal annual amounts over a ten-year
period.  Also, if permitted by your  employer's  plan, you may receive a full or
partial  cash  withdrawal  of  the  CREF  or  TIAA  Real  Estate  accumulations.
Non-qualified deferred compensation plans of non-profit employers are subject to
special tax rules under Internal  Revenue Code Section 457(f).  You may be taxed
on the  amounts  deferred as soon as they are vested  regardless  of whether you
have access to the funds.  Make sure you have discussed  these tax  consequences
with your employer and/or tax advisor.

CREF  certificates  and interests in the
TIAA Real Estate Account are distributed by TIAA-CREF Individual & Institutional
Services.  CO Deferred Comp 9/97 APPLICATION FOR INSTITUTIONALLY  OWNED TIAA And
CREF retirement annuity cONTRACTS (FOR Nonqualified Deferred Compensation PLANS)

Please type or print in ink and provide all information requested. CO

1. Personal  Information Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other
Mailing Address Street City State Zip Code Daytime  Telephone Number Sex Date of
Birth Social  Security  Number ( ) n M n F Mo. Day Yr.  Spouse's Name  Employing
Institution Campus/Branch Job Title/Position


<PAGE>

Existing Contracts Will these annuity contracts replace an existing annuity from
another company?  n Yes n No From what company?  Contract Number Your Retirement
Income  Starting  Date The first day of  (Month)  (Year) , or at the age of . 

2.  Your  Premium  Allocation  TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF
Traditional  Real Estate Stock Money  Market  Social  Choice Bond Market  Global
Equities Growth Equity Index Inflation-Linked Bond % % % % % % % % % % = 100%

3.  Subject to the terms of your  employer's  deferred  compensation  retirement
plan,  your employer  exercises all rights under these  annuity  contracts.  You
cannot  assign or take  loans  from these  contracts.  Distributions  before age
59 1/2,  or before  termination of service,  may be prohibited,  limited, and/or
subject to substantial  tax penalties.  CREF account  accumulations  and benefit
payments,  and  Real  Estate  Account   accumulations,   are  variable  and  not
guaranteed;  they depend on the investment performance of these accounts. I have
read and  understood  all  provisions  of this  application.  I have  received a
current CREF prospectus and a current Real Estate Account prospectus.
         Signed (Employee)                  Date
         Signed (Applicant)                 Date
                  (Employer's Authorized Official or Plan Representative)

If you would like to receive CREF's Statement of Additional  Information,  which
supplements the CREF prospectus, check here. n

                                            Code
10.36.3 (10/95)

For your  protection,  some states require a warning  against fraud to appear on
this form.  These states,  including  Colorado,  Kentucky,  New York,  and Ohio,
require a warning  substantially  similar to the following  warning.  People who
file  applications  for  insurance  or  statements  of claim commit a fraudulent
insurance act if they:

* knowingly  do so with  intent to injure,  defraud,  or deceive  any  insurance
company or another person; and/or

* knowingly  include in their  application  or statement of claim any materially
false or misleading information; and/or

* knowingly  conceal  information  for the purpose of misleading  concerning any
fact material to the application or claim.

A fraudulent insurance act is a crime, and
penalties  may  include  imprisonment,  fines,  denial of  insurance,  and civil
damages.
New York residents, please note:

Civil  penalties  shall not exceed  $5,000 and the stated value of the claim for
each such violation.  Colorado residents,  please note: Any insurance company or
any agent of an insurance company who knowingly provides false,  incomplete,  or
misleading  facts or  information  to a  policyholder  or to a claimant  for the
purpose of defrauding or attempting to defraud the  policyholder or the claimant
with regard to a settlement or award payable from the insurance  proceeds  shall
be reported to the  Colorado  Division of  Insurance  within the  Department  of
Regulatory Agencies.

(C) 1997  Teachers  Insurance  and  Annuity  Association  o  College  Retirement
Equities Fund

Printed on Recycled Paper

Teachers Insurance and Annuity Association

College Retirement Equities Fund

730 Third Avenue
New York, NY 10017-3206
1 800 842-2733
212 490-9000

CO Deferred Comp 9/97



                                                              ENROLLMENT FORM
                                                                    For
                                                              Institutionally
                                                                   Owned
                                                                 TIAA-CREF
                                                                   Group
                                                                Retirement
                                                                  Annuity
                                                               Certificates
                                                                   With
                                                              Delayed Vesting

For Plans Not Covered by ERISA

IMPORTANT:  Use this enrollment form to enroll in your
            institution's basic retirement plan only, not for
            personal tax-deferred savings.
            It's easy to Enroll 

Just complete the enrollment form and return it to your benefits office.

Questions?  Call our Enrollment Hotline at 1 800 842-2888
 8am-11pm ET weekdays


<PAGE>



INSTRUCTIONS FOR FILLING OUT THE ENROLLMENT FORM

- --------------------------------------------------------------------------------
1. PERSONAL  INFORMATION
   In this enrollment  form, you and your refer to the employee.  The employer
   is the applicant.
     Your  retirement  income  starting date is when you plan to start receiving
   TIAA-CREF retirement income. You can change it any time. If you do not select
   a date  or an  age,  we  will  assume  age 65  when  preparing  your  benefit
   illustrations.
- --------------------------------------------------------------------------------
2. YOUR PREMIUM  ALLOCATION
   You  can  allocate premiums to the TIAA Traditional  Annuity,  the CREF Stock
   and Money  Market  accounts,  and to any of the other TIAA and CREF  accounts
   available under your employer's  retirement plan.  Before allocating money to
   any account (other than the TIAA Traditional Annuity) please read the current
   prospectus.  Premium  allocations  have to be in whole  percentages and total
   100%.
- --------------------------------------------------------------------------------
   NOTE:
   TIAA  limits  transfers  from  the  Real Estate  Account to one per  calendar
   month.  In the future,  TIAA and CREF may  restrict  transfers  from the Real
   Estate Account or from any of the CREF accounts to one per calendar  quarter.
   TIAA has the right to stop accepting  premiums  and/or  transfers to the Real
   Estate Account.

     You  can  change  your  allocation  of  future  premiums  anytime.  If your
   allocation does not total 100%, if it violates any plan limitations, or if we
   receive your premiums  before we receive your  enrollment  form, any premiums
   will go to the CREF Money Market Account.  Upon receiving a valid allocation,
   we will apply all future premiums accordingly.  For more information,  please
   see the CREF prospectus.
- --------------------------------------------------------------------------------
3. YOUR  DESIGNATION OF BENEFICIARY
   If you die  before annuity  payments start, your designated  beneficiary(ies)
   will  receive  the  death  benefit,  if any,  specified  by  your  employer's
   retirement plan, payable from the certificates' accumulations.  If no primary
   beneficiary  lives longer than you, any death benefit payable will go to your
   contingent  beneficiary(ies).  For example,  a married  person with  children
   might name the spouse as primary  beneficiary  and the children as contingent
   beneficiaries.
- --------------------------------------------------------------------------------
     If you die before annuity payments start, have not named a beneficiary, and
   leave no spouse, your estate receives any death benefit payable. If you leave
   a  spouse,  he or she will  receive  50% of the  value of any  death  benefit
   payable under each certificate; the remainder will be paid to your estate.
     If you do not have the date of birth and/or Social  Security number for one
   of  your  beneficiaries,  you  can  send in this  form  now and  forward  the
   information to us later.  The  beneficiary  designations  that you provide on
   this form will  apply  only to this  contract.  If you have  other  TIAA-CREF
   contracts,  you may want to make sure your beneficiary  designations  reflect
   your   current   intentions.    For   any   questions   about   naming   your
   beneficiary(ies), please call us at 1 800 842-2776.
- --------------------------------------------------------------------------------
4. NOTE: Please read all information and sign where indicated.

ENROLLMENT FORM FOR INSTITUTIONALLY OWNED TIAA AND CREF
GROUP RETIREMENT ANNUITY CERTIFICATES WITH DELAYED VESTING
(FOR PLANS NOT COVERED BY ERISA)
- --------------------------------------------------------------------------------
     Subject to the terms of your  employer's  retirement  plan,  your  employer
exercises  all rights under your annuity  certificates  until you become  vested
under the plan. Afterward, you exercise these rights yourself.
 
    You cannot  assign or take loans  from  these  certificates.  Distributions
before age 591/2, or before termination of service, may be prohibited,  limited,
and/or subject to substantial tax penalties.

     This enrollment form is for certificates issued under a retirement plan not
covered  by  the  Employee  Retirement  Income  Security  Act of  1974  (ERISA).
Generally,  retirement plans other than those of public institutions and certain
churches are covered by ERISA.  If you hare  employed at any time by an employer
whose retirement plan is covered by ERISA, your benefits from contributions made
under that plan will be subject to your spouse's rights.  This could affect your
beneficiary designation if you have named someone other than your spouse.

     Your TIAA  certificate  allows  transfers  to CREF  from  your  Traditional
Annuity  accumulation  over a ten-year  period and from your Real Estate Account
accumulation in a single sum. Cash  withdrawals  from your  Traditional  Annuity
accumulations are allowed,  if permitted by your employer's  retirement plan and
subject  to a  surrender  charge,  only  within 120 days  after  termination  of
employment.  Your CREF  certificate  may limit,  in accordance with the terms of
your  employer's  retirement  plan, cash  withdrawals,  transfers among the CREF
accounts and transfers to alternate funding vehicles.
 
    CREF account  accumulations and benefit  payments,  and Real Estate Account
accumulations,  are variable and not  guaranteed;  they depend on the investment
performance of these accounts.

   I have read and understood all provisions of this  enrollment  form. I have
received a current CREF prospectus and a current Real Estate Account prospectus.

Signed (Employee)__________________________________________ Date________________

IF YOU WOULD LIKE TO RECEIVE CREF'S STATEMENT OF ADDITIONAL  INFORMATION,  WHICH
SUPPLEMENTS THE CREF PROSPECTUS, CHECK HERE.[ ]

- -------------------------------------------------------------------------------
                                                               Code



<PAGE>


For your  protection,  some states require a warning  against fraud to appear on
this form.  These states,  including  Colorado,  Kentucky,  New York,  and Ohio,
require a warning substantially similar to the following warning.

People who file  applications  for  insurance  or  statements  of claim commit a
fraudulent  insurance  act if they:  o  knowingly  do so with  intent to injure,
defraud, or deceive any insurance company or another person;  and/or o knowingly
include in their  application  or  statement  of claim any  materially  false or
misleading  information;  and/or o knowingly conceal information for the purpose
of misleading concerning any fact material to the application or claim.

A fraudulent  insurance act is a crime, and penalties may include  imprisonment,
fines, denial of insurance, and civil damages.

New York residents, please note: Civil penalties shall not exceed $5,000 and the
stated value of the claim for each such violation.

Colorado  residents,  please  note:  Any  insurance  company  or any agent of an
insurance company who knowingly provides false, incomplete,  or misleading facts
or information to a policyholder  or to a claimant for the purpose of defrauding
or  attempting  to defraud the  policyholder  or the  claimant  with regard to a
settlement or award payable from the insurance proceeds shall be reported to the
Colorado Division of Insurance within the Department of Regulatory Agencies.



                                                 File: GRA(E).TXT

                                   ENROLLMENT
                                    FORM FOR
                                    TIAA-CREF
                                     GROUP
                                   RETIREMENT
                                    ANNUITY
                                  CERTIFICATES

                           For Plans Covered By ERISA
<PAGE>

IMPORTANT:  Use this  enrollment  form to  enroll  in your  institution's  basic
retirement plan only, not for personal tax-deferred savings. It's Easy to Enroll
Just  complete  the  enrollment  form and  return  it to your  benefits  office.
Questions?  Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays
9/97  edition  

Instructions for filling out the ENROLLMENT FORM

1. Personal Information Your retirement income starting date is when you plan to
start receiving TIAA-CREF  retirement income. You can change it any time. If you
do not  select  a date or an age,  we will  assume  age 65 when  preparing  your
benefit  illustrations.  2. Your premium allocation You can allocate premiums to
the TIAA Traditional Annuity,  the CREF Stock and Money Market accounts,  and to
any of the  other  TIAA  and  CREF  accounts  available  under  your  employer's
retirement  plan.  Before  allocating  money to any account (other than the TIAA
Traditional  Annuity) please read the current  prospectus.  Premium  allocations
have to be in whole percentages and total 100%.

NOTE:  TIAA limits  transfers  from the Real Estate  Account to one per calendar
month. In the future,  TIAA and CREF may restrict transfers from the Real Estate
Account or from any of the CREF accounts to one per calendar  quarter.  TIAA has
the  right to stop  accepting  premiums  and/or  transfers  to the  Real  Estate
Account.  You can change your  allocation of future  premiums  anytime.  If your
allocation  does not total 100%, if it violates any plan  limitations,  or if we
receive your premiums before we receive your enrollment  form, any premiums will
go to the CREF Money Market Account. Upon receiving a valid allocation,  we will
apply all future premiums accordingly. For more information, please see the CREF
prospectus.

3. Your designation of beneficiary

If you die before annuity payments start, your designated  beneficiary(ies) will
receive the total value of your accumulations as a death benefit.  If no primary
beneficiary  lives longer than you,  death  benefits will go to your  contingent
beneficiary(ies).  For example,  a married  person with children  might name the
spouse as primary beneficiary and the children as contingent beneficiaries.

If you die before annuity  payments  start,  have not named a  beneficiary,  and
leave no spouse,  your estate receives the entire  accumulation.  If you leave a
spouse, he or she will receive 50% of the value of your accumulation  under each
certificate;  the remainder will be paid to your estate.  If you do not have the
date of birth and / or Social Security number for one of your beneficiaries, you
can  send  in this  form  now and  forward  the  information  to us  later.  The
beneficiary  designations  that you provide on this form will apply only to this
contract. If you have other TIAA-CREF contracts,  you may want to make sure your
beneficiary  designations  reflect your current  intentions.  For any  questions
about naming your beneficiary(ies),  please call us at 1 800 842-2776. Notice of
Spouse's  Right to Annuity Death  Benefits Your  employer's  retirement  plan is
subject to the Employee  Retirement  Income Security Act of 1974 (ERISA).  Under
ERISA, your surviving spouse has a right to an annuity worth 50% of the value of
your  accumulation  under each  certificate  at your date of death,  unless your
spouse  consents to the designation of another  primary  beneficiary.  To permit
someone  other than your spouse to receive  more than 50% of the  annuity  death
benefits, your spouse must sign the consent in Section 5 of the enrollment form.
A spouse's  consent will not be valid with respect to any  different  spouse you
may have in the future.

4. note: 

Please  read all  information  and sign where  indicated.  5. Waiver of spouse's
right to a preretirement  survivor death benefit If you are married and you have
not named  your  spouse  as your  primary  beneficiary  for at least 50% of your
annuity death benefits,  then by signing this  enrollment  form, you are waiving
your spouse's  right to a  preretirement  survivor death benefit and your spouse
must agree to this waiver by signing the consent.  Generally,  you can make this
waiver  only if you're at least 35. If  you're  under 35,  please  contact  your
Benefits Office for more information.  You can revoke the waiver any time before
your annuity  income  begins by naming your spouse as your primary  beneficiary.
Consent by Spouse By signing this  consent,  your spouse is giving up all rights
to receive the preretirement survivor benefit. Your spouse cannot revoke consent
once it has been given.  Any survivor  benefits  payable  before  annuity income
payments begin will be paid to the  beneficiary(ies)  you named.  (Your spouse's
signature must be witnessed by your employer's plan  representative  or a notary
public.) CREF  certificates  and  interests in the TIAA Real Estate  Account are
distributed  by TIAA-CREF  Individual  &  Institutional  Services.  Standard GRA
(ERISA) 9/97


<PAGE>

ENROLLMENT FORM FOR TIAA AND CREF GROUP RETIREMENT ANNUITY CERTIFICATES

Please type or print in ink and provide all information requested. G

1. Personal Information
Last Name First   Middle  [ ] Mr.   [ ] Mrs.   [ ] Ms.   [ ] Dr.   [ ] Other
Mailing Address    Street City State Zip Code
Daytime Telephone Number Sex Date of Birth Social Security Number Spouse's Name
(         )[ ] M  [ ]F                             Mo.         Day          Yr.
Employing Institution Campus/Branch  Job Title/Position

Your Retirement Income Starting Date The first day of (Month) (Year) , or at the
age of.

2. Your Premium Allocation

TIAA    TIAA    CREF     CREF    CREF    CREF     CREF     CREF     CREF    CREF

Traditional  Real Estate Stock Money  Market  Social  Choice Bond Market  Global
Equities Growth Equity Index Inflation-Linked Bond

%      %      %     %      %      %      %      %     %      %      =       100%

3. Your Designation of Beneficiary

Name(s) of Primary  Beneficiary(ies)  Relationship  to You Date of Birth  Social
Security Number Name(s) of Contingent Beneficiary(ies)  Relationship to You Date
of Birth Social Security Number

4. You cannot assign or take loans from these certificates. Distributions before
age 59 1/2, or before termination of service, may be prohibited, limited, and/or
subject to substantial tax penalties.  Your TIAA certificate allows transfers to
CREF from your Traditional Annuity  accumulation over a ten-year period and from
your Real Estate Account  accumulation  in a single sum. Cash  withdrawals  from
your  Traditional  Annuity  accumulation  are  allowed,  if  permitted  by  your
employer's  retirement plan and subject to a surrender  charge,  only within 120
days after  termination  of  employment.  Your CREF  certificate  may limit,  in
accordance with the terms of your employer's  retirement plan, cash withdrawals,
transfers among the CREF accounts and transfers to alternate  funding  vehicles.
CREF  account  accumulations  and  benefit  payments,  and Real  Estate  Account
accumulations,  are variable and not  guaranteed;  they depend on the investment
performance of these accounts.

Under ERISA,  each  certificate  gives your spouse the right to an annuity worth
50% of the value of your  accumulations  at the date of your death.  Your spouse
must  consent  below to any  beneficiary  designation  that  doesn't  meet  this
requirement.  I have read and understood all provisions of this enrollment form.
I have  received a current CREF  prospectus  and a current  Real Estate  Account
prospectus.
         Signed                             Date

5. Consent to Waiver of Spouse's Right to a Preretirement Survivor Death Benefit

If you have waived your spouse's right to a preretirement survivor death benefit
under ERISA by naming other primary beneficiaries for more than 50% of any death
benefit, your spouse must consent to the waiver.
Consent by Spouse (must be witnessed)

With  this  consent I am  voluntarily  and  irrevocably  giving up my right to a
qualified preretirement survivor death benefit under ERISA. I recognize that any
preretirement death benefit payable under these certificates will be paid to the
beneficiaries as specified above.

         Signed (Spouse)   Soc. Sec. No.    Date
         Notary or Plan Representative      Date

If you would like to receive CREF's Statement of Additional  Information,  which
supplements the CREF prospectus, check here. n

                                            Code
G10.1.3E (10/95)


<PAGE>

For your  protection,  some states require a warning  against fraud to appear on
this form.  These states,  including  Colorado,  Kentucky,  New York,  and Ohio,
require a warning  substantially  similar to the following  warning.  People who
file  applications  for  insurance  or  statements  of claim commit a fraudulent
insurance act if they:

o knowingly  do so with  intent to injure,  defraud,  or deceive  any  insurance
company or another person;  and/or 

o knowingly  include in their  application  or statement of claim any materially
false or misleading information;  and/or 

o knowingly  conceal  information  for the purpose of misleading  concerning any
fact  material to the  application  or claim.  A fraudulent  insurance  act is a
crime, and penalties may include imprisonment,  fines, denial of insurance,  and
civil damages.

New York residents, please note:

Civil  penalties  shall not exceed  $5,000 and the stated value of the claim for
each such violation.  Colorado residents,  please note: Any insurance company or
any agent of an insurance company who knowingly provides false,  incomplete,  or
misleading  facts or  information  to a  policyholder  or to a claimant  for the
purpose of defrauding or attempting to defraud the  policyholder or the claimant
with regard to a settlement or award payable from the insurance  proceeds  shall
be reported to the  Colorado  Division of  Insurance  within the  Department  of
Regulatory Agencies.

(C) 1997  Teachers  Insurance  and  Annuity  Association  o  College  Retirement
Equities Fund

Printed on Recycled Paper

Teachers Insurance and Annuity Association

College Retirement Equities Fund

730 Third Avenue
New York, NY 10017-3206
1 800 842-2733
212 490-9000

Standard GRA (ERISA) 9/97


<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
ENROLLMENT FORM
For TIAA-CREF Group
Retirement Annuity Certificates
For Plans Covered By ERISA
IMPORTANT:  Use this  enrollment  form to  enroll  in your  institution's  basic
retirement plan only, not for personal tax-deferred savings. 

It's Easy to Enroll
Just  complete  the  enrollment  form and  return  it to your  benefits  office.

Questions?  Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays

9/97 edition (CA)  

Instructions  for filling out the ENROLLMENT FORM 

1. Personal Information 

Your  retirement  income  starting  date is when  you  plan to  start  receiving
TIAA-CREF  retirement income. You can change it any time. If you do not select a
date or an age, we will assume age 65 when preparing your benefit illustrations.

2. Your premium allocation 

You can allocate  premiums to the TIAA Traditional  Annuity,  the CREF Stock and
Money Market  accounts,  and to any of the other CREF accounts  available  under
your employer's  retirement plan.  Before allocating money to any account (other
than the TIAA Traditional  Annuity) please read the current prospectus.  Premium
allocations have to be in whole percentages and total 100%.

NOTE: In the future,  CREF may restrict  transfers from any of the CREF accounts
to one per calendar quarter.

You can change your  allocation of future premiums  anytime.  If your allocation
does not total 100%, if it violates any plan limitations,  or if we receive your
premiums  before we receive your  enrollment  form,  any premiums will go to the
CREF Money Market Account. Upon receiving a valid allocation,  we will apply all
future  premiums  accordingly.  For  more  information,   please  see  the  CREF
prospectus.


<PAGE>

CALIFORNIA  RESIDENTS  PLEASE NOTE:  These  annuity  certificates  are issued in
California,  where the TIAA Real  Estate  Account is not  available.  California
residents cannot allocate to this account.

3. Your designation of beneficiary 

If you die before annuity payments start, your designated  beneficiary(ies) will
receive the total value of your accumulations as a death benefit.  If no primary
beneficiary  lives longer than you,  death  benefits will go to your  contingent
beneficiary(ies).  For example,  a married  person with children  might name the
spouse as primary beneficiary and the children as contingent beneficiaries.

If you die before annuity  payments  start,  have not named a  beneficiary,  and
leave no spouse,  your estate receives the entire  accumulation.  If you leave a
spouse, he or she will receive 50% of the value of your accumulation  under each
certificate; the remainder will be paid to your estate.

If you do not have the date of birth and / or Social  Security number for one of
your beneficiaries, you can send in this form now and forward the information to
us later. The beneficiary  designations that you provide on this form will apply
only to this contract.  If you have other TIAA-CREF  contracts,  you may want to
make sure your beneficiary designations reflect your current intentions. For any
questions about naming your beneficiary(ies), please call us at 1 800 842-2776.

Notice of Spouse's Right to Annuity Death Benefits

Your  employer's  retirement plan is subject to the Employee  Retirement  Income
Security Act of 1974 (ERISA).  Under ERISA, your surviving spouse has a right to
an annuity worth 50% of the value of your accumulation under each certificate at
your date of death,  unless your spouse  consents to the  designation of another
primary  beneficiary.  To permit  someone other than your spouse to receive more
than 50% of the  annuity  death  benefits,  your spouse must sign the consent in
Section 5 of the  enrollment  form.  A spouse's  consent  will not be valid with
respect to any different spouse you may have in the future.

4.  note:  

Please read all information and sign where indicated.

5. Waiver of spouse's right to a preretirement survivor death benefit

<PAGE>

If you are  married  and  you  have  not  named  your  spouse  as  your  primary
beneficiary  for at least 50% of your annuity  death  benefits,  then by signing
this  enrollment  form, you are waiving your spouse's  right to a  preretirement
survivor  death benefit and your spouse must agree to this waiver by signing the
consent.  Generally,  you can make  this  waiver  only if you're at least 35. If
you're under 35, please contact your Benefits Office for more  information.  

You
can revoke the waiver any time before your annuity  income begins by naming your
spouse as your primary  beneficiary.  Consent by Spouse By signing this consent,
your  spouse is  giving up all  rights to  receive  the  preretirement  survivor
benefit.  Your spouse cannot revoke consent once it has been given. Any survivor
benefits  payable  before  annuity  income  payments  begin  will be paid to the
beneficiary(ies)  you named.  

(Your   spouse's   signature   must  be  witnessed  by  your   employer's   plan
representative  or a  notary  public.)  CREF  certificates  are  distributed  by
TIAA-CREF  Individual  &  Institutional  Services.  Standard GRA (ERISA) 9/97 CA
ENROLLMENT FORM for TIAA and CREF GROUP Retirement Annuity  CERTIFICATES  Please
type or print in ink and provide all information requested.
G
1. Personal  Information Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other
Mailing Address Street City State Zip Code Daytime  Telephone Number Sex Date of
Birth Social  Security  Number  Spouse's Name ( ) n M n F Mo. Day Yr.  Employing
Institution Campus/Branch Job Title/Position

Your Retirement Income Starting Date The first day of (Month) (Year) , or at the
age of . 

2.  Your  Premium  Allocation  TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF
Traditional  Real Estate Stock Money  Market  Social  Choice Bond Market  Global
Equities  Growth  Equity Index  Inflation-Linked  Bond % N/A % % % % % % % % % =
100%

3. Your Designation of Beneficiary

Name(s)  of  Primary  Beneficiary(ies)Relationship  to You Date of Birth  Social
Security Number Name(s) of Contingent Beneficiary(ies)  Relationship to You Date
of Birth Social Security Number


<PAGE>

4. You cannot assign or take loans from these certificates. Distributions before
age 591/2, or before termination of service, may be prohibited,  limited, and/or
subject to substantial tax penalties.  Your TIAA certificate allows transfers to
CREF from your Traditional Annuity  accumulation over a ten-year period and from
your Real Estate Account  accumulation  in a single sum. Cash  withdrawals  from
your  Traditional  Annuity  accumulation  are  allowed,  if  permitted  by  your
employer's  retirement plan and subject to a surrender  charge,  only within 120
days after  termination  of  employment.  Your CREF  certificate  may limit,  in
accordance with the terms of your employer's  retirement plan, cash withdrawals,
transfers among the CREF accounts and transfers to alternate  funding  vehicles.
CREF  account  accumulations  and  benefit  payments,  and Real  Estate  Account
accumulations,  are variable and not  guaranteed;  they depend on the investment
performance of these accounts.  Under ERISA,  each certificate gives your spouse
the right to an annuity worth 50% of the value of your accumulations at the date
of your death.  Your spouse must consent  below to any  beneficiary  designation
that doesn't meet this requirement. I have read and understood all provisions of
this  enrollment  form. I have received a current CREF  prospectus and a current
Real Estate Account prospectus.
         Signed                             Date

5. Consent to Waiver of Spouse's Right to a Preretirement Survivor Death Benefit

If you have waived your spouse's right to a preretirement survivor death benefit
under ERISA by naming other primary beneficiaries for more than 50% of any death
benefit, your spouse must consent to the waiver.
Consent by Spouse (must be witnessed)
With  this  consent I am  voluntarily  and  irrevocably  giving up my right to a
qualified preretirement survivor death benefit under ERISA. I recognize that any
preretirement death benefit payable under these certificates will be paid to the
beneficiaries
as specified above.
         Signed (Spouse)            Soc. Sec. No.             Date
         Notary or Plan Representative                        Date

If you would like to receive CREF's Statement of Additional  Information,  which
supplements the CREF prospectus, check here. n

                                            Code
G10.1.3E (10/95)  CA

(C) 1997 Teachers Insurance and Annuity Association* College Retirement Equities
Fund

Printed on Recycled Paper

Teachers Insurance and Annuity Association

College Retirement Equities Fund

730 Third Avenue
New York, NY 10017-3206
1 800 842-2733
212 490-9000

Standard GRA (ERISA) 9/97 CA

<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
ENROLLMENT FORM
For TIAA-CREF Group
Retirement Annuity Certificates
For Plans Covered By ERISA

IMPORTANT:  Use this  enrollment  form to  enroll  in your  institution's  basic
retirement plan only, not for personal tax-deferred savings. It's Easy to Enroll
Just  complete  the  enrollment  form and  return  it to your  benefits  office.
Questions?  Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays
9/97 edition (FLA.) Instructions for filling out the ENROLLMENT FORM

1. Personal Information Your retirement income starting date is when you plan to
start receiving TIAA-CREF  retirement income. You can change it any time. If you
do not  select  a date or an age,  we will  assume  age 65 when  preparing  your
benefit  illustrations.  

2. Your premium  allocation  You can allocate  premiums to the TIAA  Traditional
Annuity, the CREF Stock and Money Market accounts,  and to any of the other TIAA
and CREF  accounts  available  under your  employer's  retirement  plan.  Before
allocating money to any account (other than the TIAA Traditional Annuity) please
read the current prospectus. Premium allocations have to be in whole percentages
and total 100%.

NOTE:  TIAA limits  transfers  from the Real Estate  Account to one per calendar
month. In the future,  TIAA and CREF may restrict transfers from the Real Estate
Account or from any of the CREF accounts to one per calendar  quarter.  TIAA has
the  right to stop  accepting  premiums  and/or  transfers  to the  Real  Estate
Account.


<PAGE>

You can change your  allocation of future premiums  anytime.  If your allocation
does not total 100%, if it violates any plan limitations,  or if we receive your
premiums  before we receive your  enrollment  form,  any premiums will go to the
CREF Money Market Account. Upon receiving a valid allocation,  we will apply all
future  premiums  accordingly.  For  more  information,   please  see  the  CREF
prospectus.

3. Your designation of beneficiary

If you die before annuity payments start, your designated  beneficiary(ies) will
receive the total value of your accumulations as a death benefit.  If no primary
beneficiary  lives longer than you,  death  benefits will go to your  contingent
beneficiary(ies).  For example,  a married  person with children  might name the
spouse as primary beneficiary and the children as contingent beneficiaries.

If you die  before  annuity  payments  start,  have not  named a
beneficiary,  and leave no spouse, your estate receives the entire accumulation.
If you  leave  a  spouse,  he or she  will  receive  50% of the  value  of  your
accumulation under each certificate;  the remainder will be paid to your estate.

If you do not have the date of birth and / or Social  Security number for one of
your beneficiaries, you can send in this form now and forward the information to
us later. The beneficiary  designations that you provide on this form will apply
only to this contract.  If you have other TIAA-CREF  contracts,  you may want to
make sure your beneficiary designations reflect your current intentions. For any
questions about naming your beneficiary(ies),  please call us at 1 800 842-2776.

Notice of Spouse's  Right to Annuity Death Benefits 

Your  employer's  retirement plan is subject to the Employee  Retirement  Income
Security Act of 1974 (ERISA).  Under ERISA, your surviving spouse has a right to
an annuity worth 50% of the value of your accumulation under each certificate at
your date of death,  unless your spouse  consents to the  designation of another
primary  beneficiary.  To permit  someone other than your spouse to receive more
than 50% of the  annuity  death  benefits,  your spouse must sign the consent in
Section 5 of the  enrollment  form.  A spouse's  consent  will not be valid with
respect to any different spouse you may have in the future.

4. note: 

Please read all information and sign where indicated.

5. Waiver of spouse's right to a preretirement survivor death benefit


<PAGE>

If you are  married  and  you  have  not  named  your  spouse  as  your  primary
beneficiary  for at least 50% of your annuity  death  benefits,  then by signing
this  enrollment  form, you are waiving your spouse's  right to a  preretirement
survivor  death benefit and your spouse must agree to this waiver by signing the
consent.  Generally,  you can make  this  waiver  only if you're at least 35. If
you're under 35, please contact your Benefits Office for more  information.  

You can revoke the waiver any time before your annuity  income  begins by naming
your spouse as your primary beneficiary.

Consent by Spouse 

By signing  this  consent,  your  spouse is giving up all rights to receive  the
preretirement  survivor  benefit.  Your spouse cannot revoke consent once it has
been given.  Any survivor  benefits payable before annuity income payments begin
will be paid to the beneficiary(ies) you named. (Your spouse's signature must be
witnessed by your  employer's  plan  representative  or a notary  public.)  CREF
certificates  and interests in the TIAA Real Estate  Account are  distributed by
TIAA-CREF Individual & Institutional Services. Standard GRA (ERISA) 9/97 FLA.

ENROLLMENT FORM for TIAA and CREF GROUP Retirement Annuity CERTIFICATES

Please type or print in ink and provide all information requested. G

1. Personal  Information Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other
Mailing Address Street City State Zip Code Daytime  Telephone Number Sex Date of
Birth Social  Security  Number  Spouse's Name ( ) n M n F Mo. Day Yr.  Employing
Institution Campus/Branch Job Title/Position

Your Retirement Income Starting Date The first day of (Month) (Year) , or at the
age of .

2. Your Premium Allocation

TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF  Traditional Real Estate Stock
Money Market  Social  Choice Bond Market  Global  Equities  Growth  Equity Index
Inflation-Linked Bond % % % % % % % % % % = 100%

3. Your Designation of Beneficiary

Name(s) of Primary  Beneficiary(ies)  Relationship  to You Date of Birth  Social
Security Number Name(s) of Contingent Beneficiary(ies)  Relationship to You Date
of Birth Social Security Number

<PAGE>

4. You cannot assign or take loans from these certificates. Distributions before
age 591/2, or before termination of service, may be prohibited,  limited, and/or
subject to substantial tax penalties.  Your TIAA certificate allows transfers to
CREF from your Traditional Annuity  accumulation over a ten-year period and from
your Real Estate Account  accumulation  in a single sum. Cash  withdrawals  from
your  Traditional  Annuity  accumulation  are  allowed,  if  permitted  by  your
employer's  retirement plan and subject to a surrender  charge,  only within 120
days after  termination  of  employment.  Your CREF  certificate  may limit,  in
accordance with the terms of your employer's  retirement plan, cash withdrawals,
transfers among the CREF accounts and transfers to alternate funding vehicles.

CREF  account  accumulations  and  benefit  payments,  and Real  Estate  Account
accumulations,  are variable and not  guaranteed;  they depend on the investment
performance of these accounts.

Under ERISA,  each  certificate  gives your spouse the right to an annuity worth
50% of the value of your  accumulations  at the date of your death.  Your spouse
must  consent  below to any  beneficiary  designation  that  doesn't  meet  this
requirement.  I have read and understood all provisions of this enrollment form.

I have  received a current CREF  prospectus  and a current  Real Estate  Account
prospectus.
         Signed                             Date


5. Consent to Waiver of Spouse's Right to a Preretirement Survivor Death Benefit

If you have waived your spouse's right to a preretirement survivor death benefit
under ERISA by naming other primary beneficiaries for more than 50% of any death
benefit, your spouse must consent to the waiver.

Consent by Spouse (must be witnessed)
With  this  consent I am  voluntarily  and  irrevocably  giving up my right to a
qualified preretirement survivor death benefit under ERISA. I recognize that any
preretirement death benefit payable under these certificates will be paid to the
beneficiaries as specified above.
         Signed (Spouse)   Soc. Sec. No.    Date
         Notary or Plan Representative   Date
         Signature of Florida Licensed Agent
         LIC. NO. 593282667

If you would like to receive CREF's Statement of Additional  Information,  which
supplements the CREF prospectus, check here. n

                                            Code
G10.1.3E (10/95) FLA.

Any person who  knowingly  and with  intent to injure,  defraud,  or deceive any
insurer  files a  statement  of claim or an  application  containing  any false,
incomplete,  or  misleading  information,  is  guilty  of a felony  of the third
degree. 

(C) 1997  Teachers  Insurance  and  Annuity  Association  o  College  Retirement
Equities Fund

Printed on Recycled Paper

Teachers Insurance and Annuity Association

College Retirement Equities Fund

730 Third Avenue
New York, NY 10017-3206
1 800 842-2733
212 490-9000

Standard GRA (ERISA) 9/97 FLA.


++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
ENROLLMENT FORM
For TIAA-CREF Group
Retirement Annuity Certificates
For Plans Covered By ERISA

IMPORTANT:  Use this  enrollment  form to  enroll  in your  institution's  basic
retirement plan only, not for personal tax-deferred savings. It's Easy to Enroll
Just  complete  the  enrollment  form and  return  it to your  benefits  office.
Questions?  Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays
9/97  edition  

Instructions  for filling  out the  ENROLLMENT  FORM 

1. Personal Information

Your  retirement  income  starting  date is when  you  plan to  start  receiving
TIAA-CREF  retirement income. You can change it any time. If you do not select a
date or an age, we will assume age 65 when preparing your benefit illustrations.

2. Your premium allocation

You can allocate  premiums to the TIAA Traditional  Annuity,  the CREF Stock and
Money Market accounts,  and to any of the other TIAA and CREF accounts available
under your employer's  retirement plan.  Before  allocating money to any account
(other than the TIAA  Traditional  Annuity) please read the current  prospectus.
Premium allocations have to be in whole percentages and total 100%.

NOTE:  TIAA limits  transfers  from the Real Estate  Account to one per calendar
month. In the future,  TIAA and CREF may restrict transfers from the Real Estate
Account or from any of the CREF accounts to one per calendar  quarter.  TIAA has
the  right to stop  accepting  premiums  and/or  transfers  to the  Real  Estate
Account.

ENROLLMENT FORM
For TIAA-CREF Group
Retirement Annuity Certificates
For Plans Not Covered By ERISA

IMPORTANT:  Use this  enrollment  form to  enroll  in your  institution's  basic
retirement plan only, not for personal tax-deferred savings. It's Easy to Enroll
Just  complete  the  enrollment  form and  return  it to your  benefits  office.
Questions?  Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays
9/97 edition (FLA.) Instructions for filling out the ENROLLMENT FORM

1. Personal Information

Your  retirement  income  starting  date is when  you  plan to  start  receiving
TIAA-CREF  retirement income. You can change it any time. If you do not select a
date or an age, we will assume age 65 when preparing your benefit illustrations.

2. Your premium allocation 

You can allocate  premiums to the TIAA Traditional  Annuity,  the CREF Stock and
Money Market accounts,  and to any of the other TIAA and CREF accounts available
under your employer's  retirement plan.  Before  allocating money to any account
(other than the TIAA  Traditional  Annuity) please read the current  prospectus.
Premium allocations have to be in whole percentages and total 100%.

NOTE:  TIAA limits  transfers  from the Real Estate  Account to one per calendar
month. In the future,  TIAA and CREF may restrict transfers from the Real Estate
Account or from any of the CREF accounts to one per calendar  quarter.  TIAA has
the  right to stop  accepting  premiums  and/or  transfers  to the  Real  Estate
Account.


<PAGE>

You can change your  allocation of future premiums  anytime.  If your allocation
does not total 100%, if it violates any plan limitations,  or if we receive your
premiums  before we receive your  enrollment  form,  any premiums will go to the
CREF Money Market Account. Upon receiving a valid allocation,  we will apply all
future  premiums  accordingly.  For  more  information,   please  see  the  CREF
prospectus.

3. Your designation of beneficiary

If you die before annuity payments start, your designated  beneficiary(ies) will
receive the total value of your accumulations as a death benefit.  If no primary
beneficiary  lives longer than you,  death  benefits will go to your  contingent
beneficiary(ies).  For example,  a married  person with children  might name the
spouse as primary beneficiary and the children as contingent beneficiaries.

If you die before annuity  payments  start,  have not named a  beneficiary,  and
leave no spouse,  your estate receives the entire  accumulation.  If you leave a
spouse, he or she will receive 50% of the value of your accumulation  under each
certificate; the remainder will be paid to your estate.

If you do not have the date of birth and / or Social  Security number for one of
your beneficiaries, you can send in this form now and forward the information to
us later. The beneficiary  designations that you provide on this form will apply
only to this contract.  If you have other TIAA-CREF  contracts,  you may want to
make sure your beneficiary designations reflect your current intentions. For any
questions about naming your beneficiary(ies),  please call us at 1 800 842-2776.

4. note: 
Please read all information and sign where indicated. CREF certificates
and  interests  in the TIAA Real Estate  Account are  distributed  by  TIAA-CREF
Individual  &  Institutional  Services.   Standard  GRA  (Non-ERISA)  9/97  FLA.
ENROLLMENT FORM for TIAA and CREF GROUP  Retirement  Annuity  CERTIFICATES  (FOR
PLANS  NOT  COVERED  BY  ERISA)  Please  type or  print in ink and  provide  all
information requested. G

1. Personal  Information Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other
Mailing Address Street City State Zip Code Daytime  Telephone Number Sex Date of
Birth Social  Security  Number  Spouse's Name ( ) n M n F Mo. Day Yr.  Employing
Institution Campus/Branch Job Title/Position


<PAGE>

Your Retirement Income Starting Date The first day of (Month) (Year) , or at the
age of .

2. Your Premium Allocation

TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF  Traditional Real Estate Stock
Money Market  Social  Choice Bond Market  Global  Equities  Growth  Equity Index
Inflation-Linked Bond % % % % % % % % % % = 100%

3. Your Designation of Beneficiary

Name(s)  of  Primary  Beneficiary(ies)Relationship  to You Date of Birth  Social
Security Number Name(s) of Contingent Beneficiary(ies)  Relationship to You Date
of Birth Social Security Number

4. This enrollment form is for  certificates  issued under a retirement plan not
covered  by  the  Employee  Retirement  Income  Security  Act of  1974  (ERISA).
Generally,  retirement plans other than those of public institutions and certain
churches  are covered by ERISA.  If you are  employed at any time by an employer
whose retirement plan is covered by ERISA, your benefits from contributions made
under that plan will be subject to your spouse's rights.  This could affect your
beneficiary designation if you have named someone other than your spouse.

You cannot assign or take loans from these  certificates.  Distributions  before
age 591/2, or before termination of service, may be prohibited,  limited, and/or
subject to substantial tax penalties.  Your TIAA certificate allows transfers to
CREF from your Traditional Annuity  accumulation over a ten-year period and from
your Real Estate Account  accumulation  in a single sum. Cash  withdrawals  from
your  Traditional  Annuity  accumulation  are  allowed,  if  permitted  by  your
employer's  retirement plan and subject to a surrender  charge,  only within 120
days after  termination  of  employment.  Your CREF  certificate  may limit,  in
accordance with the terms of your employer's  retirement plan, cash withdrawals,
transfers among the CREF accounts and transfers to alternate funding vehicles.

CREF  account  accumulations  and  benefit  payments,  and Real  Estate  Account
accumulations,  are variable and not  guaranteed;  they depend on the investment
performance of these accounts. I have read and understood all provisions of this
enrollment  form. I have received a current CREF  prospectus  and a current Real
Estate Account prospectus.

<PAGE>

Signed                             Date
Signature of Florida Licensed Agent
LIC. NO. 593282667

If you would like to receive CREF's Statement of Additional  Information,  which
supplements the CREF prospectus, check here. n

                                            Code
G10.1.3N (10/95) FLA.

Any person who  knowingly  and with  intent to injure,  defraud,  or deceive any
insurer  files a  statement  of claim or an  application  containing  any false,
incomplete,  or  misleading  information,  is  guilty  of a felony  of the third
degree.

(C) 1997 Teachers Insurance and Annuity Association* College Retirement Equities
Fund

Printed on Recycled Paper

Teachers Insurance and Annuity Association

College Retirement Equities Fund

730 Third Avenue
New York, NY 10017-3206
1 800 842-2733
212 490-9000

Standard GRA (Non-ERISA) 9/97 FLA.



<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

ENROLLMENT FORM
For TIAA-CREF Group
Retirement Annuity Certificates
For Plans Not Covered By ERISA
IMPORTANT:  Use this  enrollment  form to  enroll  in your  institution's  basic
retirement plan only, not for personal tax-deferred savings. 

It's Easy to Enroll  Just  complete  the  enrollment  form and return it to your
benefits office.  Questions? Call our Enrollment Hotline at 1 800 842-2888 8am -
11pm ET weekdays 9/97 edition (CA)  Instructions  for filling out the ENROLLMENT
FORM

1. Personal Information Your retirement income starting date is when you plan to
start receiving TIAA-CREF  retirement income. You can change it any time. If you
do not  select  a date or an age,  we will  assume  age 65 when  preparing  your
benefit illustrations.

2. Your premium allocation

You can allocate  premiums to the TIAA Traditional  Annuity,  the CREF Stock and
Money Market  accounts,  and to any of the other CREF accounts  available  under
your employer's  retirement plan.  Before allocating money to any account (other
than the TIAA Traditional  Annuity) please read the current prospectus.  Premium
allocations have to be in whole percentages and total 100%.

NOTE: In the future,  CREF may restrict  transfers from any of the CREF accounts
to one per calendar  quarter.  You can change your allocation of future premiums
anytime.  If your  allocation  does not  total  100%,  if it  violates  any plan
limitations,  or if we receive your premiums  before we receive your  enrollment
form,  any premiums will go to the CREF Money Market  Account.  Upon receiving a
valid allocation, we will apply all future premiums accordingly.


<PAGE>

For more information, please see the CREF prospectus.

CALIFORNIA  RESIDENTS  PLEASE NOTE:  These  annuity  certificates  are issued in
California,  where the TIAA Real  Estate  Account is not  available.  California
residents cannot allocate to this account.

3. Your  designation of beneficiary 

If you die before annuity payments start, your designated  beneficiary(ies) will
receive the total value of your accumulations as a death benefit.  If no primary
beneficiary  lives longer than you,  death  benefits will go to your  contingent
beneficiary(ies).  For example,  a married  person with children  might name the
spouse as primary beneficiary and the children as contingent beneficiaries.

If you die before annuity  payments  start,  have not named a  beneficiary,  and
leave no spouse,  your estate receives the entire  accumulation.  If you leave a
spouse, he or she will receive 50% of the value of your accumulation  under each
certificate; the remainder will be paid to your estate.

If you do not have the date of birth and / or Social  Security number for one of
your beneficiaries, you can send in this form now and forward the information to
us later. The beneficiary  designations that you provide on this form will apply
only to this contract.  If you have other TIAA-CREF  contracts,  you may want to
make sure your beneficiary designations reflect your current intentions. For any
questions about naming your beneficiary(ies), please call us at 1 800 842-2776.

  4. note:  Please read all
information  and sign where  indicated.

CREF  certificates  are  distributed  by TIAA-CREF  Individual  &  Institutional
Services.  Standard GRA  (Non-ERISA)  9/97 CA ENROLLMENT  FORM for TIAA and CREF
GROUP Retirement  Annuity  CERTIFICATES  (FOR PLANS NOT COVERED BY ERISA) Please
type or print in ink and provide all information requested. G

1. Personal  Information Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other
Mailing Address Street City State Zip Code Daytime  Telephone Number Sex Date of
Birth Social  Security  Number  Spouse's Name ( ) n M n F Mo. Day Yr.  Employing
Institution Campus/Branch Job Title/Position

Your Retirement Income Starting Date The first day of (Month) (Year) , or at the
age of . 
<PAGE>

2.  Your  Premium  Allocation  TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF
Traditional  Real Estate Stock Money  Market  Social  Choice Bond Market  Global
Equities  Growth  Equity Index  Inflation-Linked  Bond % N/A % % % % % % % % % =
100%
         

3. Your Designation of Beneficiary

Name(s)  of  Primary  Beneficiary(ies)Relationship  to You Date of Birth  Social
Security Number Name(s) of Contingent Beneficiary(ies)  Relationship to You Date
of Birth Social Security Number

4. This enrollment form is for  certificates  issued under a retirement plan not
covered  by  the  Employee  Retirement  Income  Security  Act of  1974  (ERISA).
Generally,  retirement plans other than those of public institutions and certain
churches  are covered by ERISA.  If you are  employed at any time by an employer
whose retirement plan is covered by ERISA, your benefits from contributions made
under that plan will be subject to your spouse's rights.  This could affect your
beneficiary  designation  if you have named someone other than your spouse.

You cannot assign or take loans from these  certificates.  Distributions  before
age 591/2, or before termination of service, may be prohibited,  limited, and/or
subject to substantial tax penalties.  Your TIAA certificate allows transfers to
CREF from your Traditional Annuity  accumulation over a ten-year period and from
your Real Estate Account  accumulation  in a single sum. Cash  withdrawals  from
your  Traditional  Annuity  accumulation  are  allowed,  if  permitted  by  your
employer's  retirement plan and subject to a surrender  charge,  only within 120
days after  termination  of  employment.  Your CREF  certificate  may limit,  in
accordance with the terms of your employer's  retirement plan, cash withdrawals,
transfers among the CREF accounts and transfers to alternate funding vehicles.

CREF  account  accumulations  and  benefit  payments,  and Real  Estate  Account
accumulations,  are variable and not  guaranteed;  they depend on the investment
performance of these accounts.


<PAGE>

I have read and understood all provisions of this
enrollment  form. I have received a current CREF  prospectus  and a current Real
Estate Account prospectus.
         Signed                             Date

If you would like to receive CREF's Statement of Additional  Information,  which
supplements the CREF prospectus, check here. n
                                            Code
G10.1.3N (10/95)  CA

(C) 1997 Teachers Insurance and Annuity Association* College Retirement Equities
Fund

Printed on Recycled Paper

Teachers Insurance and Annuity Association

College Retirement Equities Fund

730 Third Avenue
New York, NY 10017-3206
1 800 842-2733
212 490-9000

Standard GRA (Non-ERISA) 9/97 CA


<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
ENROLLMENT FORM
For TIAA-CREF Group
Retirement Annuity Certificates
For Plans Not Covered By ERISA
IMPORTANT:  Use this  enrollment  form to  enroll  in your  institution's  basic
retirement plan only, not for personal tax-deferred savings. 

It's Easy to Enroll
Just  complete  the  enrollment  form and  return  it to your  benefits  office.
Questions?  Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays

9/97  edition  

Instructions  for filling  out the  ENROLLMENT  FORM 

1. Personal Information 

Your  retirement  income  starting  date is when  you  plan to  start  receiving
TIAA-CREF  retirement income. You can change it any time. If you do not select a
date or an age, we will assume age 65 when preparing your benefit illustrations.

2. Your premium allocation

You can allocate  premiums to the TIAA Traditional  Annuity,  the CREF Stock and
Money Market accounts,  and to any of the other TIAA and CREF accounts available
under your employer's  retirement plan.  Before  allocating money to any account
(other than the TIAA  Traditional  Annuity) please read the current  prospectus.
Premium  allocations have to be in whole  percentages and total 100%. NOTE: TIAA
limits  transfers from the Real Estate Account to one per calendar month. In the
future,  TIAA and CREF may restrict  transfers  from the Real Estate  Account or
from any of the CREF accounts to one per calendar quarter. TIAA has the right to
stop accepting premiums and/or transfers to the Real Estate Account.


<PAGE>

You can change your  allocation of future premiums  anytime.  If your allocation
does not total 100%, if it violates any plan limitations,  or if we receive your
premiums  before we receive your  enrollment  form,  any premiums will go to the
CREF Money Market Account. Upon receiving a valid allocation,  we will apply all
future  premiums  accordingly.  For  more  information,   please  see  the  CREF
prospectus.

3. Your designation of beneficiary

If  you  die  before  annuity   payments  start,   your  designated
beneficiary(ies)  will receive the total value of your  accumulations as a death
benefit. If no primary beneficiary lives longer than you, death benefits will go
to your contingent beneficiary(ies). For example, a married person with children
might name the spouse as primary  beneficiary  and the  children  as  contingent
beneficiaries.  

If you die before annuity  payments  start,  have not named a  beneficiary,  and
leave no spouse,  your estate receives the entire  accumulation.  If you leave a
spouse, he or she will receive 50% of the value of your accumulation  under each
certificate; the remainder will be paid to your estate.

If you do not have the date of birth and / or Social  Security number for one of
your beneficiaries, you can send in this form now and forward the information to
us later. The beneficiary  designations that you provide on this form will apply
only to this contract.  If you have other TIAA-CREF  contracts,  you may want to
make sure your beneficiary designations reflect your current intentions. For any
questions about naming your beneficiary(ies),  please call us at 1 800 842-2776.

4. note: 

Please read all  information and sign where  indicated.  CREF  certificates  and
interests  in  the  TIAA  Real  Estate  Account  are  distributed  by  TIAA-CREF
Individual & Institutional  Services.  Standard GRA (Non-ERISA)  9/97 ENROLLMENT
FORM for TIAA and CREF  GROUP  Retirement  Annuity  CERTIFICATES  (FOR PLANS NOT
COVERED  BY  ERISA)  Please  type or print in ink and  provide  all  information
requested.

1. Personal  Information Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other
Mailing Address Street City State Zip Code Daytime  Telephone Number Sex Date of
Birth Social  Security  Number  Spouse's Name ( ) n M n F Mo. Day Yr.  Employing
Institution Campus/Branch Job Title/Position

Your Retirement Income Starting Date The first day of (Month) (Year) , or at the
age of .


<PAGE>

2. Your Premium Allocation

TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF
Traditional  Real Estate Stock Money  Market  Social  Choice Bond Market  Global
Equities Growth Equity Index Inflation-Linked Bond % % % % % % % % % % = 100%

3. Your Designation of Beneficiary

Name(s)  of  Primary  Beneficiary(ies)Relationship  to You Date of Birth  Social
Security Number Name(s) of Contingent Beneficiary(ies)  Relationship to You Date
of Birth Social Security Number

4. This enrollment form is for  certificates  issued under a retirement plan not
covered  by  the  Employee  Retirement  Income  Security  Act of  1974  (ERISA).
Generally,  retirement plans other than those of public institutions and certain
churches  are covered by ERISA.  If you are  employed at any time by an employer
whose retirement plan is covered by ERISA, your benefits from contributions made
under that plan will be subject to your spouse's rights.  This could affect your
beneficiary  designation  if you have named someone other than your spouse.

You cannot assign or take loans from these  certificates.  Distributions  before
age 591/2, or before termination of service, may be prohibited,  limited, and/or
subject to substantial tax penalties.  Your TIAA certificate allows transfers to
CREF from your Traditional Annuity  accumulation over a ten-year period and from
your Real Estate Account  accumulation  in a single sum. Cash  withdrawals  from
your  Traditional  Annuity  accumulation  are  allowed,  if  permitted  by  your
employer's  retirement plan and subject to a surrender  charge,  only within 120
days after  termination  of  employment.  Your CREF  certificate  may limit,  in
accordance with the terms of your employer's  retirement plan, cash withdrawals,
transfers among the CREF accounts and transfers to alternate funding vehicles.

CREF  account  accumulations  and  benefit  payments,  and Real  Estate  Account
accumulations,  are variable and not  guaranteed;  they depend on the investment
performance of these accounts.


<PAGE>

I have read and  understood  all  provisions  of this  enrollment  form.  I have
received a current CREF prospectus and a current Real Estate Account prospectus.

         Signed                             Date

If you would like to receive CREF's Statement of Additional  Information,  which
supplements the CREF prospectus, check here. n

                                            Code
G10.1.3N (10/95)
For your  protection,  some states require a warning  against fraud to appear on
this form.  These states,  including  Colorado,  Kentucky,  New York,  and Ohio,
require a warning  substantially  similar to the following  warning.  

People who file  applications  for  insurance  or  statements  of claim commit a
fraudulent insurance act if they:

* knowingly  do so with  intent to injure,  defraud,  or deceive  any  insurance
company or another person; and/or

* knowingly  include in their  application  or statement of claim any materially
false or misleading information; and/or

* knowingly  conceal  information  for the purpose of misleading  concerning any
fact material to the application or claim.

A fraudulent  insurance act is a crime, and penalties may include  imprisonment,
fines, denial of insurance, and civil damages. New York residents,  please note:
Civil  penalties  shall not exceed  $5,000 and the stated value of the claim for
each such violation.  Colorado residents,  please note: 

Any  insurance  company  or any  agent of an  insurance  company  who  knowingly
provides false, incomplete, or misleading facts or information to a policyholder
or to a claimant  for the purpose of  defrauding  or  attempting  to defraud the
policyholder  or the claimant  with regard to a settlement or award payable from
the insurance  proceeds shall be reported to the Colorado  Division of Insurance
within the Department of Regulatory Agencies.

(C) 1997 Teachers Insurance and Annuity Association  (Degree) College Retirement
Equities Fund

Printed on Recycled Paper

Teachers Insurance and Annuity Association

College Retirement Equities Fund


<PAGE>

730 Third Avenue
New York, NY 10017-3206
1 800 842-2733
212 490-9000

Standard GRA (Non-ERISA) 9/97

<PAGE>


                                                                File: GRA(N).TXT

                                   ENROLLMENT
                                    FORM FOR
                                   TIAA-CREF
                                     GROUP
                                   RETIREMENT
                                    ANNUITY
                                  CERTIFICATES
               
                         For Plans Not Covered By ERISA


<PAGE>

IMPORTANT:  Use this  enrollment  form to  enroll  in your  institution's  basic
retirement plan only, not for personal tax-deferred savings. It's Easy to Enroll
Just  complete  the  enrollment  form and  return  it to your  benefits  office.
Questions?  Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays
9/97

edition Instructions for filling out the ENROLLMENT FORM

1. Personal Information

Your  retirement  income  starting  date is when  you  plan to  start  receiving
TIAA-CREF  retirement income. You can change it any time. If you do not select a
date or an age, we will assume age 65 when preparing your benefit illustrations.

2. Your premium allocation

You can allocate premiums to the TIAA
Traditional Annuity, the CREF Stock and Money Market accounts, and to any of the
other TIAA and CREF accounts  available under your employer's  retirement  plan.
Before allocating money to any account (other than the TIAA Traditional Annuity)
please  read the current  prospectus.  Premium  allocations  have to be in whole
percentages  and total 100%.  

NOTE:  TIAA limits  transfers  from the Real Estate  Account to one per calendar
month. In the future,  TIAA and CREF may restrict transfers from the Real Estate
Account or from any of the CREF accounts to one per calendar  quarter.  TIAA has
the  right to stop  accepting  premiums  and/or  transfers  to the  Real  Estate
Account.  You can change your  allocation of future  premiums  anytime.  If your
allocation  does not total 100%, if it violates any plan  limitations,  or if we
receive your premiums before we receive your enrollment  form, any premiums will
go to the CREF Money Market Account. Upon receiving a valid allocation,  we will
apply all future premiums accordingly. For more information, please see the CREF
prospectus.

3. Your designation of beneficiary

If you die before annuity payments start, your designated  beneficiary(ies) will
receive the total value of your accumulations as a death benefit.  If no primary
beneficiary  lives longer than you,  death  benefits will go to your  contingent
beneficiary(ies).  For example,  a married  person with children  might name the
spouse as primary beneficiary and the children as contingent  beneficiaries.  If
you die before annuity payments start,  have not named a beneficiary,  and leave
no spouse, your estate receives the entire accumulation.  If you leave a spouse,
he or she  will  receive  50% of the  value  of  your  accumulation  under  each
certificate;  the remainder will be paid to your estate.  If you do not have the
date of birth and / or Social Security number for one of your beneficiaries, you
can  send  in this  form  now and  forward  the  information  to us  later.  The
beneficiary  designations  that you provide on this form will apply only to this
contract. If you have other TIAA-CREF contracts,  you may want to make sure your
beneficiary  designations  reflect your current  intentions.  For any  questions
about naming your beneficiary(ies), please call us at 1 800 842-2776.

4. note: 

Please read all information and sign where indicated.
<PAGE>

CREF  certificates and interests in the TIAA Real Estate Account are distributed
by TIAA-CREF Individual & Institutional Services. Standard GRA (Non-ERISA) 9/97

ENROLLMENT FORM for TIAA and CREF GROUP  Retirement  Annuity  CERTIFICATES  (FOR
PLANS NOT COVERED BY ERISA)

Please type or print in ink and provide all information requested. 

1. Personal Information
Last Name First   Middle  [ ] Mr.   [ ] Mrs.   [ ] Ms.   [ ] Dr.   [ ] Other
Mailing Address    Street City State Zip Code
Daytime Telephone Number Sex Date of Birth Social Security Number Spouse's Name
(         )[ ]  M  [ ] F Mo.         Day          Yr.
Employing Institution Campus/Branch  Job Title/Position

Your Retirement Income Starting Date The first day of (Month) (Year) , or at the
age of .

2. Your Premium Allocation

TIAA    TIAA    CREF    CREF    CREF     CREF     CREF     CREF     CREF    CREF

Traditional  Real Estate Stock Money  Market  Social  Choice Bond Market  Global
Equities Growth Equity Index Inflation-Linked Bond

% % % % % % % % % % = 100%

3. Your Designation of Beneficiary

Name(s) of Primary  Beneficiary(ies)  Relationship  to You Date of Birth  Social
Security Number Name(s) of Contingent Beneficiary(ies)  Relationship to You Date
of Birth Social Security Number

4. This enrollment form is for  certificates  issued under a retirement plan not
covered  by  the  Employee  Retirement  Income  Security  Act of  1974  (ERISA).
Generally,  retirement plans other than those of public institutions and certain
churches  are covered by ERISA.  If you are  employed at any time by an employer
whose retirement plan is covered by ERISA, your benefits from contributions made
under that plan will be subject to your spouse's rights.  This could affect your
beneficiary designation if you have named someone other than your spouse.

You cannot assign or take loans from these  certificates.  Distributions  before
age 591/2, or before termination of service, may be prohibited,  limited, and/or
subject to substantial tax penalties.  Your TIAA certificate allows transfers to
CREF from your Traditional Annuity  accumulation over a ten-year period and from
your Real Estate Account  accumulation  in a single sum. Cash  withdrawals  from
your  Traditional  Annuity  accumulation  are  allowed,  if  permitted  by  your
employer's  retirement plan and subject to a surrender  charge,  only within 120
days after  termination  of  employment.  Your CREF  certificate  may limit,  in
accordance with the terms of your employer's  retirement plan, cash withdrawals,
transfers among the CREF accounts and transfers to alternate funding vehicles.

CREF  account  accumulations  and  benefit  payments,  and Real  Estate  Account
accumulations,  are variable and not  guaranteed;  they depend on the investment
performance of these accounts. I have read and understood all provisions of this
enrollment form. I have received a current CREF prospectus and a current Real

Estate Account prospectus.
         Signed                             Date

If you would like to receive CREF's Statement of Additional  Information,  which
supplements the CREF prospectus, check here. [ ]

                                            Code
G10.1.3N (10/95)

For your  protection,  some states require a warning  against fraud to appear on
this form.  These states,  including  Colorado,  Kentucky,  New York,  and Ohio,
require a warning  substantially  similar to the following  warning.  People who
file  applications  for  insurance  or  statements  of claim commit a fraudulent
insurance act if they:

o knowingly  do so with  intent to injure,  defraud,  or deceive  any  insurance
company or another person; and/or

o knowingly  include in their  application  or statement of claim any materially
false or misleading information; and/or

o knowingly  conceal  information  for the purpose of misleading  concerning any
fact  material to the  application  or claim.  A fraudulent  insurance  act is a
crime, and penalties may include imprisonment,  fines, denial of insurance,  and
civil damages.

New York residents, please note:

Civil  penalties  shall not exceed  $5,000 and the stated value of the claim for
each such violation.  Colorado residents,  please note: Any insurance company or
any agent of an insurance company who knowingly provides false,  incomplete,  or
misleading  facts or  information  to a  policyholder  or to a claimant  for the
purpose of defrauding or attempting to defraud the  policyholder or the claimant
with regard to a settlement or award payable from the insurance  proceeds  shall
be reported to the  Colorado  Division of  Insurance  within the  Department  of
Regulatory  Agencies.

(C) 1997  Teachers  Insurance  and  Annuity  Association  o  College  Retirement
Equities Fund Printed on Recycled Paper

Teachers Insurance and Annuity Association

College Retirement Equities Fund

730 Third Avenue
New York, NY 10017-3206
1 800 842-2733
212 490-9000

Standard GRA (Non-ERISA) 9/97


                                                   File: IRA.TXT

APPLICATION  For TIAA-CREF  Rollover  Individual  Retirement  Annuity  Contracts
including a  Transfer/Rollover  Authorization  to TIAA-CREF  It's Easy to Enroll
Just complete  these forms and return them to us in the enclosed  Business Reply
Envelope. Questions?

Call our  Enrollment  Hotline  at 1 800  842-2888  8am - 11pm ET  weekdays  8/97
edition Instructions

1. Personal Information

We are complying with a regulatory agency requirement in asking that you provide
the Existing  Contracts  information  in this  section.  To prepare your benefit
illustrations,  we will assume age 65 as your  retirement  income starting date.
You can change this date anytime by calling 1 800 842-2888.

2. Your premium allocation

You  can  allocate  premiums  to any of  the  TIAA  and  CREF  accounts.  Before
allocating money to any account (other than the TIAA Traditional Annuity) please
read  the  current  prospectuses.  Premium  allocations  have  to  be  in  whole
percentages and total 100%. If your allocation does not total 100%, any premiums
received  will go to the CREF  Money  Market  Account.  Upon  receiving  a valid
allocation,  we will allocate the then-current  value of your accumulation among
the accounts you have selected. NOTE: TIAA limits transfers from the Real Estate
Account to one per  calendar  month.  In the future,  TIAA and CREF may restrict
transfers  from the Real Estate  Account or from any of the CREF accounts to one
per  calendar  quarter.  TIAA has the right to stop  accepting  premiums  and/or
transfers to the Real Estate Account.

3. Your designation of beneficiary

If you die before annuity payments start, your designated  beneficiary(ies) will
receive the total value of your  accumulation as a death benefit.  If no primary
beneficiary  lives  longer  than  you,  death  benefits  go to  your  contingent
beneficiary(ies).  For example,  a married  person with children  might name the
spouse as primary beneficiary and the children as contingent  beneficiaries.  If
you die before annuity  payments  start and have not named a  beneficiary,  your
estate  receives the entire  accumulation.  If you do not have the date of birth
and / or Social Security number for one of your  beneficiaries,  you can send in
this  form  now  and  forward  the  information  to us  later.  The  beneficiary
designations that you provide on this form will apply only to this contract.  If
you have other TIAA-CREF  contracts,  you may want to make sure your beneficiary
designations  reflect your current  intentions.  For any questions  about naming
your beneficiary(ies), please call us at 1 800 842-2888.

4. YOUR  SOURCE OF PREMIUMS  If  TIAA-CREF  receives  your funds  directly  from
another carrier (financial institution or company), complete sections 7 and 8 on
the  Transfer/Rollover  Authorization.  Complete  this  section  only if you are
sending a personal check.

5. NOTE 
Please read the  information and sign where  indicated.

6.-11. Transfer/Rollover Authorization to TIAA-CREF 

Complete this section if you are transferring  funds from an IRA or rolling over
accumulations  from an employer's  pension plan to  TIAA-CREF.  We'll send you a
letter of acknowledgement  and contact your current carrier. A separate transfer
/ rollover  authorization must be completed for each carrier from which you wish
to move  funds to  TIAA-CREF.  Please  photocopy  the form,  or call us at 1 800
842-2888 to request additional copies.  Please remember that each copy, which we
send to the other carrier, must bear an original signature.  If you are over age
701/2,  you may need to begin  distributions on this amount during this calendar
year. Please contact us.

7. Eligibility  Information Now more people are eligible for TIAA-CREF  Rollover
IRAs. You can open a TIAA-CREF Rollover IRA if you are one of the following:

o you are a  TIAA-CREF  participant;  

o you are employed by an eligible institution;*

o you  retired at age 55 or older  after  working at an
eligible  institution  for at least 5 years;  

o you are a former employee of an eligible institution and your rollover is from
any eligible  institution's  pension plan (Note: spouses of former employees are
not eligible to roll over accumulations to TIAA-CREF);

o you are the  spouse of a person  who is in one of the first  three  categories
listed above;

o you are the surviving spouse of a deceased TIAA-CREF  participant and you have
received or are receiving a death benefit; or

o you are the former spouse of a TIAA-CREF  participant and you are an alternate
payee under a qualified domestic relations order (QDRO). Please call us at 1 800
842-2888 if you have questions.  *An eligible  institution is (or could be) part
of  the  TIAA-CREF  system,  including  public  K-12  educational  institutions.
However, TIAA-CREF Rollover IRAs are not available to New York State public K-12
employees.

8. IRS Qualification  Information 

Now you can roll over funds from these  tax-deferred  sources:  funds from other
IRAs;  distributions  from any former employer's pension plan; and distributions
from any plan at an eligible  institution.  If you are the surviving spouse of a
deceased employee who at death was employed at an eligible  institution,  or who
at death was  retired  from an  eligible  institution,  you may roll over  death
benefits  from any  employer's  pension  plan. If you are the former spouse of a
TIAA-CREF participant,  payments made under a Qualified Domestic Relations Order
also may be rolled over.

CREF  certificates and interests in the TIAA Real Estate Account are distributed
by TIAA-CREF Individual & Institutional Services.

Rollover IRA and Transfer 8/97

Application for TIAA and CREF Rollover
Individual Retirement Annuity Contracts
Please type or print in ink and provide all information requested. IRA
 
1. Personal Information 

[ ] Mr.[ ] Mrs.[ ] Ms.[ ] Dr.[ ] Other

 Last Name First            Middle
 Mailing Address    Street City State Zip Code
 Daytime Telephone Number Sex Date of Birth Social Security Number
 (          )[ ]  M  [ ] F Mo.              Day               Yr.
 Employer                   Job Title/Position

Existing Contracts Will these annuity contracts replace an existing annuity from
another company?[ ] Yes[ ] No From what company? Contract Number

Your  Retirement  Income Starting Date The first day of (Month) N/A (Year) N/A ,
or at the age of N/A .

2. Your Premium Allocation

TIAA    TIAA    CREF    CREF    CREF     CREF     CREF     CREF     CREF    CREF

Traditional  Real Estate Stock Money  Market  Social  Choice Bond Market  Global
Equities Growth Equity Index Inflation-Linked Bond

%     %     %       %        %     %    %    %       %      %    =        100%

3. Your Designation of Beneficiary

Name(s) of Primary  Beneficiary(ies)  Relationship  to You Date of Birth  Social
Security Number

Name(s) of Contingent Beneficiary(ies)  Relationship to You Date of Birth Social
Security Number

4. YOUR SOURCE OF PREMIUMS

Name of Educational, Research, or Related Organization
1.
2.

Your    Rollover    Contribution    originated    from:   [ ] 403(b)   Plan  [ ]
401(a)/403(a)/401(k)-Qualified Plan

Is your Rollover Contribution from another Rollover IRA?    [ ] Yes     [ ] No

5. You cannot assign your TIAA and CREF Rollover  Individual  Retirement Annuity
contracts, and they do not allow loans.

CREF  account  accumulations  and  benefit  payments,  and Real  Estate  Account
accumulations,  are variable and not  guaranteed;  they depend on the investment
performance of these accounts.

If I am opening this IRA with a distribution  from a retirement  plan, I certify
that such a distribution  qualifies for rollover treatment and irrevocably elect
to treat this  contribution  as a rollover  contribution.  

And, I certify under penalty of perjury, that my Social Security Number as shown
above is correct. I have read and understood all provisions of this application,
and the IRA Disclosure Statement.

I have  received a current CREF  prospectus  and a current  Real Estate  Account
prospectus.

         Signed                             Date

If you would like to receive CREF's Statement of Additional  Information,  which
supplements the CREF prospectus, check here. n

                                            Code
13.01.1 (10/95)
<PAGE>

Teachers Insurance and Annuity Association
College Retirement Equities Fund
730 Third Avenue
New York, NY  10017-3206

Transfer/Rollover
Authorization to TIAA-CREF
6. Personal Information[ ] Mr.   [ ] Mrs.   [ ] Ms.   [ ] Dr.   [ ] Other
Last Name         First            Middle
Social Security Number

7. Eligibility Information

Please read the instructions on eligibility before completing this section.

Your  eligibility  is based on (check  the  appropriate  boxes):[  ] you
[ ] your spouse[ ] your employment in K-12

8. IRS Qualification Information

Are the funds currently in a Rollover IRA?    [ ]  Yes      [ ]  No
What is the IRS qualification of the funds you are transferring?
[ ] 403(b)[ ] 403(b)(7)[ ] 401(a)[ ] 403(a)[ ] 401(k)[ ] 414(h)
[ ] Other (please describe):

Note: If you do not know the  qualification  of the funds,  contact your current
carrier for this information.

9. Current Carrier Information

Name of carrier from which you will transfer/roll over funds:
Street Address    City             State    Zip Code
Telephone Number (      )
Account name(s) and number(s)

10. Amount of Transfer

Please indicate the amount that you are transferring/rolling over to TIAA-CREF:
[ ]  Total amount in my account(s)  or [ ]  $

11. Your Authorization and Signature

I authorize  the carrier  listed in Section 9 to  transfer/roll  over the amount
stated in Section 10 from my account  listed in Section 9 for immediate  deposit
into my TIAA  and  CREF  Rollover  IRA  contracts,  and to  release  information
pertaining   to   the   contributions   and   earnings   attributable   to   the
transfer/rollover  amount, as requested by TIAA-CREF. I also authorize TIAA-CREF
to contact this carrier on my behalf to arrange the  transfer/rollover  of these
funds. Signature Date TA TDI

F9284 (8/97)

For your  protection,  some states require a warning  against fraud to appear on
this form. These states,  including  Arizona,  Arkansas,  California,  Colorado,
Delaware,  Indiana,  Kentucky,  Minnesota, New York, and Ohio, require a warning
substantially similar to the following warning. People who file applications for
insurance or statements of claim commit a fraudulent insurance act if they:
o knowingly  do so with  intent to injure,  defraud,  or deceive  any  insurance
company or another person;  and/or o knowingly  include in their  application or
statement of claim any  materially  false or  misleading  information;  and/or o
knowingly conceal information for the purpose of misleading  concerning any fact
material to the application or claim. A fraudulent insurance act is a crime, and
penalties  may  include  imprisonment,  fines,  denial of  insurance,  and civil
damages.
New York residents, please note:
Civil  penalties  shall not exceed  $5,000 and the stated value of the claim for
each such violation. Colorado residents, please note:
Any  insurance  company  or any  agent of an  insurance  company  who  knowingly
provides false, incomplete, or misleading facts or information to a policyholder
or to a claimant  for the purpose of  defrauding  or  attempting  to defraud the
policyholder  or the claimant  with regard to a settlement or award payable from
the insurance  proceeds shall be reported to the Colorado  Division of Insurance
within the Department of Regulatory  Agencies.  Delaware and Indiana  residents,
please note:
Any person who commits insurance fraud is guilty of a felony.

(C) 1997  Teachers  Insurance  and  Annuity  Association  o  College  Retirement
Equities Fund

Printed on Recycled Paper

Teachers Insurance and Annuity Association

College Retirement Equities Fund

730 Third Avenue
New York, NY 10017-3206
1 800 842-2733
212 490-9000

IRA/DT
Rollover IRA and Transfer 8/97


<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

APPLICATION
For TIAA-CREF Rollover
Individual Retirement Annuity
Contracts
including a Transfer/Rollover Authorization
to TIAA-CREF
It's Easy
to
Enroll
Just complete these forms and
return them to us in the enclosed Business Reply Envelope.
Questions?
Call our Enrollment Hotline at
1 800 842-2888
8am - 11pm ET weekdays
8/97 edition
Instructions
1. Personal Information
We are complying with a regulatory agency requirement in asking that you provide
the Existing  Contracts  information  in this  section.  To prepare your benefit
illustrations,  we will assume age 65 as your  retirement  income starting date.
You can change  this date  anytime by calling 1 800  842-2888.  

2. Your premium allocation

You  can  allocate  premiums  to any of  the  TIAA  and  CREF  accounts.  Before
allocating money to any account (other than the TIAA Traditional Annuity) please
read  the  current  prospectuses.  Premium  allocations  have  to  be  in  whole
percentages and total 100%.

If your  allocation  does not total 100%,  any premiums  received will go to the
CREF Money Market Account.  Upon receiving a valid allocation,  we will allocate
the  then-current  value  of your  accumulation  among  the  accounts  you  have
selected.

NOTE:  TIAA limits  transfers  from the Real Estate  Account to one per calendar
month. In the future,  TIAA and CREF may restrict transfers from the Real Estate
Account or from any of the CREF accounts to one per calendar  quarter.  TIAA has
the  right to stop  accepting  premiums  and/or  transfers  to the  Real  Estate
Account.

3. Your designation of beneficiary 


<PAGE>

If you die before annuity payments start, your designated  beneficiary(ies) will
receive the total value of your  accumulation as a death benefit.  If no primary
beneficiary  lives  longer  than  you,  death  benefits  go to  your  contingent
beneficiary(ies).  For example,  a married  person with children  might name the
spouse as primary beneficiary and the children as contingent beneficiaries.

If you die before annuity payments start and have not named a beneficiary,  your
estate receives the entire accumulation.

If you do not have the date of birth and / or Social  Security number for one of
your beneficiaries, you can send in this form now and forward the information to
us later. The beneficiary  designations that you provide on this form will apply
only to this contract.  If you have other TIAA-CREF  contracts,  you may want to
make sure your beneficiary designations reflect your current intentions. For any
questions about naming your beneficiary(ies), please call us at 1 800 842-2888.

4. YOUR SOURCE OF PREMIUMS

If  TIAA-CREF  receives  your funds  directly  from another  carrier  (financial
institution  or  company),  complete  sections 7 and 8 on the  Transfer/Rollover
Authorization. Complete this section only if you are sending a personal check.

5. NOTE 

Please read the  information and sign where  indicated.

6.-11. Transfer/Rollover Authorization to TIAA-CREF 

Complete this section if you are transferring  funds from an IRA or rolling over
accumulations  from an employer's  pension plan to  TIAA-CREF.  We'll send you a
letter of acknowledgement  and contact your current carrier. A separate transfer
/ rollover  authorization must be completed for each carrier from which you wish
to move  funds to  TIAA-CREF.  Please  photocopy  the form,  or call us at 1 800
842-2888 to request additional copies.

Please remember that each copy, which we send to the other carrier, must bear an
original  signature.  If you  are  over  age 70  1/2,  you  may  need  to  begin
distributions on this amount during this calendar year. Please contact us.

7.  Eligibility  Information  Now more  people  are  eligible  for
TIAA-CREF Rollover IRAs. You can open a TIAA-CREF Rollover IRA if you are one of
the  following:
<PAGE>

* you are a TIAA-CREF participant;

* you are employed by an eligible institution;*

* you retired at age 55 or older after working at an eligible institution for at
least 5 years;

* you are a former employee of an eligible institution and your rollover is from
any eligible  institution's  pension plan (Note: spouses of former employees are
not eligible to roll over accumulations to TIAA-CREF);

* you are the  spouse of a person  who is in one of the first  three  categories
listed above;

* you are the surviving spouse of a deceased TIAA-CREF  participant and you have
received or are receiving a death benefit; or (Degree) you are the former spouse
of a  TIAA-CREF  participant  and you are an  alternate  payee under a qualified
domestic  relations  order (QDRO).  Please call us at 1 800 842-2888 if you have
questions.

*An  eligible  institution  is (or could  be) part of the  TIAA-CREF
system,  including  public K-12  educational  institutions.  However,  TIAA-CREF
Rollover IRAs are not available to New York State public K-12 employees.  

8. IRS Qualification Information

Now you can roll over funds from these  tax-deferred  sources:  funds from other
IRAs;  distributions  from any former employer's pension plan; and distributions
from any plan at an eligible  institution.  If you are the surviving spouse of a
deceased employee who at death was employed at an eligible  institution,  or who
at death was  retired  from an  eligible  institution,  you may roll over  death
benefits from any employer's pension plan.

If you are the former spouse of a TIAA-CREF  participant,  payments made under a
Qualified Domestic Relations Order also may be rolled over.

CREF  certificates and interests in the TIAA Real Estate Account are distributed
by TIAA-CREF Individual & Institutional Services.

Rollover IRA and Transfer 8/97

Application for TIAA and CREF Rollover
Individual Retirement Annuity Contracts

<PAGE>

Please type or print in ink and provide all information requested.     IRA

1. Personal  Information n Mr. n Mrs. n Ms. n Dr. n Other Last Name First Middle
Mailing Address Street City State Zip Code Daytime  Telephone Number Sex Date of
Birth Social Security Number ( ) n M n F Mo. Day Yr. Employer Job Title/Position

Existing Contracts Will these annuity contracts replace an existing annuity from
another company?  n Yes n No From what company?  Contract Number Your Retirement
Income  Starting Date The first day of (Month) N/A (Year) N/A , or at the age of
N/A .

2. Your Premium Allocation

TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF  Traditional Real Estate Stock
Money Market  Social  Choice Bond Market  Global  Equities  Growth  Equity Index
Inflation-Linked Bond % % % % % % % % % % = 100%

3. Your Designation of Beneficiary

Name(s)  of  Primary  Beneficiary(ies)Relationship  to You Date of Birth  Social
Security Number Name(s) of Contingent Beneficiary(ies)  Relationship to You Date
of Birth Social Security Number

4. YOUR SOURCE OF PREMIUMS

Name of Educational, Research, or Related Organization
1.
2.

Your    Rollover    Contribution    originated    from:    n   403(b)   Plan   n
401(a)/403(a)/401(k)-Qualified  Plan Is your Rollover  Contribution from another
Rollover IRA? n Yes n No

5. You cannot assign your TIAA and CREF Rollover  Individual  Retirement Annuity
contracts,  and they do not allow loans. CREF account  accumulations and benefit
payments,  and  Real  Estate  Account   accumulations,   are  variable  and  not
guaranteed; they depend on the investment performance of these accounts. 


<PAGE>

If I am opening this IRA with a distribution  from a retirement  plan, I certify
that such a distribution  qualifies for rollover treatment and irrevocably elect
to treat this  contribution  as a rollover  contribution.  And, I certify  under
penalty of perjury,  that my Social Security Number as shown above is correct. I
have  read  and  understood  all  provisions  of this  application,  and the IRA
Disclosure  Statement.  I have received a current CREF  prospectus and a current
Real Estate Account prospectus.

         Signed                             Date

If you would like to receive CREF's Statement of Additional  Information,  which
supplements the CREF prospectus, check here. n

                                            Code
13.01.1 (10/95)

Teachers Insurance and Annuity Association
College Retirement Equities Fund
730 Third Avenue
New York, NY  10017-3206

Transfer/Rollover
Authorization to TIAA-CREF

6. Personal  Information n Mr. n Mrs. n Ms. n Dr. n Other Last Name First Middle
Social Security Number

7. Eligibility Information

Please read the instructions on eligibility before completing this section. Your
eligibility  is based on (check the  appropriate  boxes):  n you n your spouse n
your employment in K-12

8. IRS Qualification Information

Are  the  funds  currently  in a  Rollover  IRA?  n Yes n No  What  is  the  IRS
qualification of the funds you are transferring? n 403(b) n 403(b)(7) n 401(a) n
403(a) n 401(k) n 414(h) n Other (please describe):

Note: If you do not know the  qualification  of the funds,  contact your current
carrier for this information.

9. Current Carrier Information Name of carrier from which you will transfer/roll
over funds:  


<PAGE>

Street  Address  City State Zip Code  Telephone  Number ( ) Account
name(s) and number(s)

10. Amount of Transfer

Please indicate the amount that you are transferring/rolling  over to TIAA-CREF:
n Total amount in my account(s) or n $

11. Your Authorization and Signature

I authorize  the carrier  listed in Section 9 to  transfer/roll  over the amount
stated in Section 10 from my account  listed in Section 9 for immediate  deposit
into my TIAA  and  CREF  Rollover  IRA  contracts,  and to  release  information
pertaining   to   the   contributions   and   earnings   attributable   to   the
transfer/rollover  amount, as requested by TIAA-CREF. I also authorize TIAA-CREF
to contact this carrier on my behalf to arrange the  transfer/rollover  of these
funds.
         Signature         Date
         TA      TDI
         F9284 (8/97)

For your  protection,  some states require a warning  against fraud to appear on
this form. These states,  including  Arizona,  Arkansas,  California,  Colorado,
Delaware,  Indiana,  Kentucky,  Minnesota, New York, and Ohio, require a warning
substantially similar to the following warning. People who file applications for
insurance or  statements  of claim commit a  fraudulent  insurance  act if they:

*  knowingly  do so with intent to injure,  defraud,  or deceive  any  insurance
   company or another person; and/or

*  knowingly  include in their  application or statement of claim any materially
   false or misleading information; and/or

*  knowingly  conceal  information for the purpose of misleading  concerning any
   fact material to the  application or claim.  A fraudulent  insurance act is a
   crime, and penalties may include  imprisonment,  fines,  denial of insurance,
   and civil damages.

New York residents, please note: Civil penalties shall not exceed $5,000 and the
stated value of the claim for each such violation.

Colorado  residents,  please  note:  Any  insurance  company  or any agent of an
insurance company who 


<PAGE>

knowingly  provides false,  incomplete,  or misleading facts or information to a
policyholder  or to a claimant for the purpose of  defrauding  or  attempting to
defraud the  policyholder  or the claimant  with regard to a settlement or award
payable from the insurance  proceeds shall be reported to the Colorado  Division
of Insurance within the Department of Regulatory Agencies.

Delaware and Indiana  residents,  please note: Any person who commits  insurance
fraud is guilty of a felony.

(C) 1997 Teachers Insurance and Annuity Association* College Retirement Equities
Fund Printed on Recycled Paper

Teachers Insurance and Annuity Association

College Retirement Equities Fund

730 Third Avenue
New York, NY 10017-3206
1 800 842-2733
212 490-9000

IRA/DT
Rollover IRA and Transfer 8/97
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

APPLICATION  For TIAA-CREF  Rollover  Individual  Retirement  Annuity  Contracts
including a  Transfer/Rollover  Authorization  to TIAA-CREF  It's Easy to Enroll
Just complete  these forms and return them to us in the enclosed  Business Reply
Envelope. Questions? Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET
weekdays 8/97 edition (FLA.)

Instructions
1. Personal Information

We are complying with a regulatory agency requirement in asking that you provide
the Existing  Contracts  information  in this  section.  To prepare your benefit
illustrations,  we will assume age 65 as your  retirement  income starting date.
You can change  this date  anytime by calling 1 800  842-2888.

2. Your premium allocation You can allocate premiums to any of the TIAA and CREF
accounts.   Before  allocating  money  to  any  account  (other  than  the  TIAA
Traditional Annuity) please read the current  prospectuses.  Premium allocations
have to be in whole percentages and total 100%.

If your  allocation  does not total 100%,  any premiums  received will go to the
CREF Money Market Account.  Upon receiving a valid allocation,  we will allocate
the  then-current  value  of your  accumulation  among  the  accounts  you  have
selected.

NOTE:  TIAA limits  transfers  from the Real Estate  Account to one per calendar
month. In the future,  TIAA and CREF may restrict transfers from the Real Estate
Account or from any of the CREF accounts to one per calendar  quarter.  TIAA has
the  right to stop  accepting  premiums  and/or  transfers  to the  Real  Estate
Account.

3. Your designation of beneficiary


<PAGE>

If you die before annuity payments start, your designated  beneficiary(ies) will
receive the total value of your  accumulation as a death benefit.  If no primary
beneficiary  lives  longer  than  you,  death  benefits  go to  your  contingent
beneficiary(ies).  For example,  a married  person with children  might name the
spouse as primary beneficiary and the children as contingent  beneficiaries.

If you die before annuity payments start and have not named a beneficiary,  your
estate receives the entire accumulation.

If you do not have the date of birth and / or Social  Security number for one of
your beneficiaries, you can send in this form now and forward the information to
us later. The beneficiary  designations that you provide on this form will apply
only to this contract.  If you have other TIAA-CREF  contracts,  you may want to
make sure your beneficiary designations reflect your current intentions. For any
questions about naming your beneficiary(ies), please call us at 1 800 842-2888.

4. YOUR SOURCE OF PREMIUMS

If  TIAA-CREF  receives  your  funds  directly  from  another  carrier
(financial   institution  or  company),   complete  sections  7  and  8  on  the
Transfer/Rollover Authorization. Complete this section only if you are sending a
personal check.  

5. NOTE

Please read the  information and sign where  indicated.

6.-11. Transfer/Rollover Authorization to TIAA-CREF 

Complete this section if you are transferring  funds from an IRA or rolling over
accumulations  from an employer's  pension plan to  TIAA-CREF.  We'll send you a
letter of acknowledgement and contact your current carrier.

A separate transfer / rollover  authorization
must be  completed  for  each  carrier  from  which  you  wish to move  funds to
TIAA-CREF.  Please  photocopy  the form, or call us at 1 800 842-2888 to request
additional  copies.  Please remember that each copy,  which we send to the other
carrier,  must bear an original  signature.  

If you are over age 701/2,  you may need to begin  distributions  on this amount
during this calendar year. Please contact us.

7. Eligibility  Information

Now more  people  are  eligible  for  TIAA-CREF  Rollover  IRAs.  You can open a
TIAA-CREF Rollover IRA if you are one of the following:

<PAGE>

* you are a  TIAA-CREF  participant;
* you are employed by an eligible institution;*
* you retired at age 55 or older after working at an eligible institution for at
least 5 years;
* you are a former employee of an eligible institution and your rollover is from
any eligible  institution's  pension plan (Note: spouses of former employees are
not eligible to roll over accumulations to TIAA-CREF);
* you are the  spouse of a person  who is in one of the first  three  categories
listed above;
* you are the surviving spouse of a deceased TIAA-CREF  participant and you have
received or are receiving a death benefit; or
* you are the former spouse of a TIAA-CREF  participant and you are an alternate
payee under a qualified domestic relations order (QDRO).

Please call us at 1 800 842-2888 if you have questions.

*An  eligible  institution  is (or could  be) part of the  TIAA-CREF
system,  including  public K-12  educational  institutions.  However,  TIAA-CREF
Rollover IRAs are not available to New York State public K-12 employees.

8. IRS Qualification Information

Now you can roll over funds from these  tax-deferred  sources:  funds from other
IRAs;  distributions  from any former employer's pension plan; and distributions
from any plan at an eligible institution.

If you are the surviving spouse of a deceased employee who at death was employed
at an  eligible  institution,  or who at  death  was  retired  from an  eligible
institution, you may roll over death benefits from any employer's pension plan.

If you are the former spouse of a TIAA-CREF  participant,  payments made under a
Qualified  Domestic  Relations Order also may be rolled over.

CREF  certificates and interests in the TIAA Real Estate Account are distributed
by TIAA-CREF Individual & Institutional Services. Rollover IRA and Transfer 8/97
FLA.

Application for TIAA and CREF Rollover
Individual Retirement Annuity Contracts

Please type or print in ink and provide all information requested. IRA
<PAGE>

1. Personal  Information n Mr. n Mrs. n Ms. n Dr. n Other Last Name First Middle
Mailing Address Street City State Zip Code Daytime  Telephone Number Sex Date of
Birth Social Security Number ( ) n M n F Mo. Day Yr. Employer Job Title/Position

Existing Contracts Will these annuity contracts replace an existing annuity from
another company?  n Yes n No From what company?  Contract Number Your Retirement
Income  Starting Date The first day of (Month) N/A (Year) N/A , or at the age of
N/A .

2.  Your  Premium  Allocation  TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF
Traditional  Real Estate Stock Money  Market  Social  Choice Bond Market  Global
Equities Growth Equity Index Inflation-Linked Bond % % % % % % % % % % = 100%
        
3.    Your     Designation     of     Beneficiary     Name(s)     of     Primary
Beneficiary(ies)Relationship to You Date of Birth Social Security Number Name(s)
of Contingent Beneficiary(ies) Relationship to You Date of Birth Social Security
Number

4.  YOUR  SOURCE  OF  PREMIUMS  Name  of  Educational,   Research,   or  Related
Organization 1. 2. Your Rollover  Contribution  originated from: n 403(b) Plan n
401(a)/403(a)/401(k)-Qualified  Plan Is your Rollover  Contribution from another
Rollover IRA? n Yes n No

5. You cannot assign your TIAA and CREF Rollover  Individual  Retirement Annuity
contracts,  and they do not allow loans. CREF account  accumulations and benefit
payments,  and  Real  Estate  Account   accumulations,   are  variable  and  not
guaranteed; they depend on the investment performance of these accounts.

If I am opening this IRA with a distribution  from a retirement  plan, I 


<PAGE>

certify  that  such  a  distribution   qualifies  for  rollover   treatment  and
irrevocably elect to treat this contribution as a rollover contribution.  And, I
certify under penalty of perjury,  that my Social Security Number as shown above
is correct.  I have read and understood all provisions of this application,  and
the IRA Disclosure Statement.

I have received a current CREF  prospectus and a current Real Estate
Account prospectus.
         Signed                             Date
         Signature of Florida Licensed Agent
         LIC. NO. 593282667

If you would like to receive CREF's Statement of Additional  Information,  which
supplements the CREF prospectus, check here. n Code 13.01.1 (10/95) FLA.

Teachers Insurance and Annuity Association
College Retirement Equities Fund
730 Third Avenue
New York, NY  10017-3206

Transfer/Rollover
Authorization to TIAA-CREF

6. Personal  Information

n Mr. n Mrs. n Ms. n Dr. n Other Last Name First Middle Social Security Number

7. Eligibility  Information  

Please read the instructions on eligibility before completing this section. Your
eligibility  is based on (check the  appropriate  boxes):  n you n your spouse n
your employment in K-12

8. IRS Qualification Information

Are  the  funds  currently  in a  Rollover  IRA?  n Yes n No  What  is  the  IRS
qualification of the funds you are transferring? n 403(b) n 403(b)(7) n 401(a) n
403(a) n 401(k) n 414(h) n Other (please describe):

Note: If you do not know the  qualification  of the funds,  contact your current
carrier for this information.

9. Current Carrier Information

<PAGE>

Name of carrier from which you will  transfer/roll  over funds:  Street  Address
City State Zip Code Telephone Number ( ) Account name(s) and number(s)

10.   Amount   of   Transfer

Please indicate the amount that you are transferring/rolling  over to TIAA-CREF:
n Total amount in my account(s) or n $

11. Your Authorization and Signature

I authorize  the carrier  listed in Section 9 to  transfer/roll  over the amount
stated in Section 10 from my account  listed in Section 9 for immediate  deposit
into my TIAA  and  CREF  Rollover  IRA  contracts,  and to  release  information
pertaining   to   the   contributions   and   earnings   attributable   to   the
transfer/rollover  amount, as requested by TIAA-CREF. I also authorize TIAA-CREF
to contact this carrier on my behalf to arrange the  transfer/rollover  of these
funds.
         Signature         Date
         TA      TDI
         F9284 (8/97) FLA.

Any person who  knowingly  and with  intent to injure,  defraud,  or deceive any
insurer  files a  statement  of claim or an  application  containing  any false,
incomplete, or misleading information, is guilty of a felony of the third
degree.

(C) 1997 Teachers Insurance and Annuity Association*  College Retirement
Equities Fund

Printed on Recycled Paper

Teachers Insurance and Annuity Association

College Retirement Equities Fund

730 Third Avenue
New York, NY 10017-3206
1 800 842-2733
212 490-9000
<PAGE>

IRA/DT FLA.
Rollover IRA and Transfer 8/97 FLA.

<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
APPLICATION  For TIAA-CREF  Rollover  Individual  Retirement  Annuity  Contracts
including a  Transfer/Rollover  Authorization  to TIAA-CREF  It's Easy to Enroll
Just complete  these forms and return them to us in the enclosed  Business Reply
Envelope. Questions? Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET
weekdays 8/97 edition (CA)

Instructions
1. Personal Information
We are complying with a regulatory agency requirement in asking that you provide
the Existing  Contracts  information  in this  section.  To prepare your benefit
illustrations,  we will assume age 65 as your  retirement  income starting date.
You can change  this date  anytime by calling 1 800  842-2888.

2. Your premium allocation

You can allocate  premiums to the TIAA  Traditional  Annuity and CREF  accounts.
Before allocating money to any account (other than the TIAA Traditional Annuity)
please read the current  prospectuses.  Premium  allocations have to be in whole
percentages and total 100%. If your allocation does not total 100%, any premiums
received  will go to the CREF  Money  Market  Account.  Upon  receiving  a valid
allocation,  we will allocate the then-current  value of your accumulation among
the accounts you have selected.

NOTE: In the future,  CREF may restrict  transfers from any of the CREF accounts
to one per calendar quarter.

CALIFORNIA  RESIDENTS  PLEASE  NOTE:  These  annuity  contracts  are  issued  in
California,  where the TIAA Real  Estate  Account is not  available.  California
residents cannot allocate to this account. 

3. Your designation of beneficiary
<PAGE>

If you die before annuity payments start, your designated  beneficiary(ies) will
receive the total value of your  accumulation as a death benefit.  If no primary
beneficiary  lives  longer  than  you,  death  benefits  go to  your  contingent
beneficiary(ies).  For example,  a married  person with children  might name the
spouse as primary beneficiary and the children as contingent beneficiaries.

If you die before annuity payments start and have not named a beneficiary,  your
estate  receives the entire  accumulation.  If you do not have the date of birth
and / or Social Security number for one of your  beneficiaries,  you can send in
this  form  now  and  forward  the  information  to us  later.  The  beneficiary
designations that you provide on this form will apply only to this contract.  If
you have other TIAA-CREF  contracts,  you may want to make sure your beneficiary
designations  reflect your current  intentions.  For any questions  about naming
your beneficiary(ies), please call us at 1 800 842-2888.

4. YOUR SOURCE OF PREMIUMS

If  TIAA-CREF  receives  your funds  directly  from another  carrier  (financial
institution  or  company),  complete  sections 7 and 8 on the  Transfer/Rollover
Authorization. Complete this section only if you are sending a personal check.

5. NOTE Please read the  information and sign where  indicated.

6.-11. Transfer/Rollover Authorization to TIAA-CREF

Complete this section if you are transferring  funds from an IRA or rolling over
accumulations  from an employer's  pension plan to  TIAA-CREF.  We'll send you a
letter of acknowledgement and contact your current carrier.

A separate transfer / rollover  authorization must be completed for each carrier
from which you wish to move funds to  TIAA-CREF.  Please  photocopy the form, or
call us at 1 800 842-2888 to request  additional  copies.  Please  remember that
each copy, which we send to the other carrier, must bear an original signature.

If you are over age 70 1/2, you may need to begin  distributions  on this amount
during this calendar year. Please contact us.

7. Eligibility Information

Now more  people  are  eligible  for  TIAA-CREF  Rollover  IRAs.  You can open a
TIAA-CREF Rollover IRA if you are one of the following:
<PAGE>

* you are a  TIAA-CREF  participant;

* you are employed by an eligible institution;*

* you retired at age 55 or older after working at an eligible institution for at
least 5 years;

* you are a former employee of an eligible institution and your rollover is from
any eligible  institution's  pension plan (Note: spouses of former employees are
not eligible to roll over accumulations to TIAA-CREF);

* you are the  spouse of a person  who is in one of the first  three  categories
listed above;

* you are the surviving spouse of a deceased TIAA-CREF  participant and you have
received or are receiving a death benefit; or

* you are the former spouse of a TIAA-CREF  participant and you are an alternate
payee under a qualified domestic relations order (QDRO).

Please call us at 1 800 842-2888 if you have questions.

*An  eligible  institution  is (or  could  be)  part  of the  TIAA-CREF  system,
including public K-12 educational institutions. However, TIAA-CREF Rollover IRAs
are not available to New York State public K-12 employees.

8. IRS Qualification Information

Now you can roll over funds from these  tax-deferred  sources:  funds from other
IRAs;  distributions  from any former employer's pension plan; and distributions
from any plan at an eligible  institution.  If you are the surviving spouse of a
deceased employee who at death was employed at an eligible  institution,  or who
at death was  retired  from an  eligible  institution,  you may roll over  death
benefits  from any  employer's  pension  plan. If you are the former spouse of a
TIAA-CREF participant,  payments made under a Qualified Domestic Relations Order
also may be rolled over.

Application for TIAA and CREF Rollover
Individual Retirement Annuity Contracts

Please type or print in ink and provide all information requested.     IRA

1. Personal  Information n Mr. n Mrs. n Ms. n Dr. n Other Last Name First Middle
Mailing Address Street City State Zip Code Daytime  Telephone Number Sex Date of
Birth Social Security Number 


<PAGE>

( ) n M n F Mo. Day Yr. Employer Job Title/Position

Existing Contracts Will these annuity contracts replace an existing annuity from
another company? n Yes n No

From what company?  Contract  Number Your  Retirement  Income  Starting Date The
first day of (Month)  N/A  (Year)  N/A , or at the age of N/A . 2. Your  Premium
Allocation  TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF  Traditional  Real
Estate Stock Money  Market  Social  Choice Bond Market  Global  Equities  Growth
Equity Index Inflation-Linked Bond % N/A % % % % % % % % % = 100%

3. Your Designation of Beneficiary

Name(s)  of  Primary  Beneficiary(ies)Relationship  to You Date of Birth  Social
Security Number Name(s) of Contingent Beneficiary(ies)  Relationship to You Date
of Birth Social Security Number

4. YOUR SOURCE OF PREMIUMS

Name of Educational, Research, or Related Organization
1.
2.

Your    Rollover    Contribution    originated    from:    n   403(b)   Plan   n
401(a)/403(a)/401(k)-Qualified  Plan Is your Rollover  Contribution from another
Rollover IRA? n Yes n No

5. You cannot assign your TIAA and CREF Rollover  

Individual  Retirement  Annuity  contracts,  and they do not allow  loans.  CREF
account   accumulations   and  benefit   payments,   and  Real  Estate   Account
accumulations,  are variable and not  guaranteed;  they depend on the investment
performance of these accounts. If I am opening this IRA with a distribution from
a retirement  plan, I certify that such a  distribution  qualifies  for rollover
treatment  and  irrevocably  elect  to treat  this  contribution  as a  rollover
contribution.  And, I certify under penalty of perjury,  that my Social Security
Number as shown above is correct.


<PAGE>

I have read and  understood  all  provisions  of this  application,  and the IRA
Disclosure  Statement.  I have received a current CREF  prospectus and a current
Real Estate Account prospectus.
Signed                             Date

If you would like to receive CREF's Statement of Additional  Information,  which
supplements the CREF prospectus, check here. n Code 13.01.1 (10/95) CA

Teachers Insurance and Annuity Association
College Retirement Equities Fund
730 Third Avenue
New York, NY  10017-3206

Transfer/Rollover
Authorization to TIAA-CREF

6. Personal  Information 

n Mr. n Mrs. n Ms. n Dr. n Other Last Name First Middle Social Security Number

7. Eligibility Information

Please read the instructions on eligibility before completing this section. Your
eligibility  is based on (check the  appropriate  boxes):  n you n your spouse n
your employment in K-12

8. IRS Qualification Information

Are  the  funds  currently  in a  Rollover  IRA?  n Yes n No  What  is  the  IRS
qualification of the funds you are transferring? n 403(b) n 403(b)(7) n 401(a) n
403(a) n 401(k) n 414(h) n Other (please describe):

Note: If you do not know the  qualification  of the funds,  contact your current
carrier for this information.

9. Current Carrier Information

Name of carrier from which you will  transfer/roll  over funds:  Street  Address
City State Zip Code Telephone Number ( ) Account name(s) and number(s)

10. Amount of Transfer


<PAGE>

Please indicate the amount that you are transferring/rolling  over to TIAA-CREF:
n Total amount in my account(s) or n $

11. Your Authorization and Signature

I authorize  the carrier  listed in Section 9 to  transfer/roll  over the amount
stated in Section 10 from my account  listed in Section 9 for immediate  deposit
into my TIAA  and  CREF  Rollover  IRA  contracts,  and to  release  information
pertaining   to   the   contributions   and   earnings   attributable   to   the
transfer/rollover  amount, as requested by TIAA-CREF. I also authorize TIAA-CREF
to contact this carrier on my behalf to arrange the  transfer/rollover  of these
funds.
Signature         Date
TA      TDI
F9284 (8/97) CA

For your  protection,  some states require a warning  against fraud to appear on
this form. These states, including California, Colorado, Kentucky, New York, and
Ohio, require a warning substantially similar to the following warning.

People who file  applications  for  insurance  or  statements  of claim commit a
fraudulent insurance act if they:

* knowingly  do so with  intent to injure,  defraud,  or deceive  any  insurance
company or another person; and/or

* knowingly  include in their  application  or statement of claim any materially
false or misleading information; and/or

* knowingly  conceal  information  for the purpose of misleading  concerning any
fact  material to the  application  or claim.  A fraudulent  insurance  act is a
crime, and penalties may include imprisonment,  fines, denial of insurance,  and
civil damages.

(C) 1997 Teachers Insurance and Annuity Association* College Retirement Equities
Fund

Printed on Recycled Paper

Teachers Insurance and Annuity Association

College Retirement Equities Fund

730 Third Avenue
New York, NY 10017-3206
1 800 842-2733
212 490-9000

IRA/DT CA
Rollover IRA and Transfer 8/97 CA




                                           AUTHORIZATION TO BEGIN
                                           RETIREMENT INCOME FROM
                                           RETIREMENT ANNUITIES OR
                                           GROUP RETIREMENT ANNUITIES

[LOGO]
TIAA-CREF

TEACHERS
INSURANCE AND
ANNUITY
ASSOCIATION

College
Retirement
Equities
Fund

730 Third Avenue
New York
NY 10017-3206


<PAGE>


                                  INSTRUCTIONS

     Authorizing  us to start your  retirement  income  payments  calls for
     several important decisions.  Please read the booklet that accompanies
     this form. You may want to talk to a retirement planning consultant or
     call us at 1 800 8422776 if you have  questions.  Because some of your
     decisions are irrevocable  once retirement  income begins,  be sure to
     consider each instruction you give us carefully.


================================================================================
1. PERSONAL  INFORMATION.  Be sure all items are completed.  Your citizenship is
required  for tax  withholding.  If you're  not a U.S.  citizen  and we  haven't
included tax withholding information, please contact us.

2. PAYMENT START DATE AND FREQUENCY.  Please specify the month and year that you
would like your  retirement  income to begin and the frequency of your payments.
Annuity payments are effective the first day of the month.

3. CHOOSING AN ANNUITY INCOME OPTION.  Unless you tell us otherwise,  the option
you select  will  apply to all your  accounts.  If you want to choose  different
options  for  different   accounts,   please  include  a  written  statement  of
explanation. If you need assistance, please contact us.

4.  CHOOSING THE AMOUNT.  Tell us if you'd like to base your  payments on all or
only a portion of your accumulation.  There is a $10,000 minimum requirement for
each account.

5. CHOOSING THE TIAA GRADED PAYMENT  METHOD.  You may request the Graded Payment
Method for all or part of your lifetime TIAA  Traditional  annuity income.  This
method doesn't apply to the TIAA Installment  Refund Annuity or to the TIAA Real
Estate  Account.  Leave this section  blank if you'd like your income paid under
the Standard Payment Method.

6. CHOOSING YOUR  BENEFCIARY.  Be sure to name a beneficiary if you're  choosing
the  TIAA  Installment  Refund  Annuity  or an  annuity  income  option  with  a
guaranteed payment period. Also review the sample designations in your "Forms to
Complete" packet.

7. SELECTING A RETIREMENT  TRANSITION  BENEFIT (if permitted  under the terms of
your  employer's  retirement  plan).  You can  receive a  Retirement  Transition
Benefit of 10% or less (from any or all accounts) of the  accumulation  that you
will receive income from. Federal tax laws subject your payment to 20% mandatory
income tax withholding  unless your payment is directly rolled over to an IRA or
an employer's  similar  retirement  plan.  This will  maintain the  tax-deferred
status on the amount.  Please read the booklet and notice accompanying this form
for more information.  If you'd like the benefit,  let us know the amount,  from
which accounts, and if you want to directly roll over this payment. If you don't
want the benefit, leave this section blank.

8. YOUR AGREEMENT AND SIGNATURE.  Please sign this section after completing this
authorization.

9. EXEMPTION FROM SPOUSAL RIGHTS TO SURVIVOR  BENEFITS.  If your retirement plan
participation  since  August  23,  1984,  has been  only in  plans  of  publicly
supported institutions, such as those of a state university, or those of certain
churches,   Section  10  doesn't   apply  to  you.   Your   institution's   plan
representative also can tell you if you're exempt. If you are exempt,  check the
box and skip Section 10.

10. SPOUSE'S WAIVER OR UNMARRIED DETERMINATION. You or your spouse must complete
this section if you did not answer "yes" in Section 9 and you:

o request a Retirement Transition Benefit;

o choose a one-life lifetime annuity option; or

o name a person other than your spouse as your annuity partner.

YOUR SPOUSE should complete Section A if you're married. Federal law states that
your spouse has certain rights to your annuity.  If you're married when you sign
and send us this request,  we need your spouse's  written consent to the annuity
benefits.  Your  spouse  has to sign the  waiver  within 90 days of the date you
begin income, and the date he or she signs must be the same or a later date than
the date you sign Section 8. Your spouse has to be present when the signature is
witnessed by the plan representative or a notary public.

YOU should complete Section B if you're unmarried. If you're currently employed,
your marital status must be established by your employer's plan representative.


================================================================================
      Use the enclosed "Payment Destination Instructions" form to authorize
        us to deposit your payments in your bank account, or to mail your
               checks to an address other than your current home.

F6647(3/96) RA/GRA Private

<PAGE>


AUTHORIZATION TO BEGIN RETIREMENT INCOME FROM                                  P
RETIREMENT ANNUITIES OR GROUP RETIREMENT ANNUITIES


================================================================================
1 PERSONAL
  INFORMATION

Name                                            Social Security Number

Date of Birth           Daytime Telephone       Citizenship (if other than U.S.)

TIAA Number(s)                                  CREF Number(s)

Will you have terminated  employment from all  institutions  that contributed to
this  contract?  [ ] Yes  [ ] No  

If not, when do you expect to terminate employment?_____/_____/_____

================================================================================
2 PAYMENT START
  DATE AND
  FREQUENCY

Start Retirement Income (THE FIRST OF WHAT MONTH) ___________  (year)___________

Payment  Frequency [ ]       Monthly [ ] Quarterly [ ] Semiannually [ ] Annually

================================================================================
3 CHOOSING AN 
  ANNUITY
  INCOME 
  OPTION

ONE-LIFE ANNUITY INCOME OPTIONS

[ ]  Single life  annuity  (all  payments  end  at  your  death).  Do not name a
     beneficiary in Section 6.

[ ]  Life annuity with guaranteed  period  of [ ] 10 [ ] 15 [ ] 20 years. NAME a
     beneficiary in Section 6.

[ ]  TIAA  Installment  Refund  Annuity (available  only  under  TIAAs  Standard
     Payment  Method for TIAA  Traditional  accumulations  in  contracts  issued
     before  January  1,  1985.  Not  available  for TIAA  Real  Estate  or CREF
     accumulations).NAME a beneficiary in Section 6.

If YOU choose a one-life option, you or your spouse may have to complete Section
10.

TWO-LIFE ANNUITY INCOME OPTIONS

[ ] Full benefit to survivor (you or your annuity partner)

[ ] Two-thirds benefit to survivor (you or your annuity partner) 

[ ] Half benefit to annuity partner

GUARANTEED PERIOD OF

[ ] 10 years 

[ ] 15 years 

[ ] 20 years 

Name a beneficiary in Section 6.

[ ] No guaranteed period

Name of Annuity Partner
(the person to receive lifetime income if he or she survives you)

________________________________________________________________________________
Relationship to You                                    Date of Birth

________________________________________________________________________________
Social Security Number                                 Citizenship (if not U.S.)

________________________________________________________________________________

================================================================================
TA_SR

F6647(3/96) RA/GRA Private

<PAGE>

4 CHOOSING THE
  AMOUNT

I'D  LIKE TO BASE MY  LIFETIME  ANNUITY  INCOME  ON 

[ ] 100% OF MY TIAA AND CREF ACCUMULATIONS OR

[ ] OTHER AMOUNTS AS INDICATED BELOW.  Please write out in words either a dollar
amount or a  percentage  for each TIAA and CREF  account.  The  minimum for each
account is $10,000 (written as "ten thousand dollars").

TIAA Traditional
________________________________________________________________________________
TIAA Real Estate
________________________________________________________________________________
CREF Stock
________________________________________________________________________________
CREF Money Market
________________________________________________________________________________
CREF Social Choice
________________________________________________________________________________
CREF Bond Market
________________________________________________________________________________
CREF Global Equities
________________________________________________________________________________
CREF Growth
________________________________________________________________________________
CREF Equity Index
________________________________________________________________________________

================================================================================
5 CHOOSING THE 
  TIAA GRADED 
  PAYMENT 
  METHOD

If  you  choose  this   option  for  less  than  your  total  TIAA   Traditional
accumulation, please write out in words either a dollar amount or a percentage.

[ ] I  CHOOSE  THE  GRADED  PAYMENT  METHOD  FOR  ALL  OF  MY  TIAA  TRADITIONAL
ACCUMULATION BEING CONVERTED TO ANNUITY INCOME.

[ ] I  CHOOSE  THE  GRADED  PAYMENT  METHOD  FOR _______ OF MY TIAA  TRADITIONAL
ACCUMULATION BEING CONVERTED TO ANNUITY INCOME.  (The minimum is $10,000 or your
entire accumulation.)

================================================================================
6 CHOOSING YOUR
  BENEFICIARY

Tell us who should receive any payments due after you (and your annuity partner,
if any) have died.

Name of                    Social Security                            Date of
Primary Beneficiary        Number                 Relationship        Birth

________________________________________________________________________________
Name of                    Social Security                            Date of
Contingent Beneficiary     Number                 Relationship        Birth






________________________________________________________________________________
================================================================================
TA_SR

F6647/(3/96) RA/GRA} rRAlGRA Private

<PAGE>


7 SELECTING A
  RETIREMENT
  TRANSITION
  BENEFIT

I'D LIKE MY RETIREMENT TRANSITION BENEFIT ON 

[ ] 10% OF MY TIAA AND CREF ACCUMULATIONS BEING CONVERTED TO ANNUITY INCOME 

or 

[ ] OTHER AMOUNTS AS INDICATED  BELOW.  Please tell us the  percentage or dollar
amount you want from each fund that you' I be receiving income from.

TIAA Traditional
________________________________________________________________________________
TIAA Real Estate
________________________________________________________________________________
CREF Stock
________________________________________________________________________________
CREF Money Market
________________________________________________________________________________
CREF Social Choice
________________________________________________________________________________
CREF Bond Market
________________________________________________________________________________
CREF Global Equities
________________________________________________________________________________
CREF Growth
________________________________________________________________________________
CREF Equity Index
________________________________________________________________________________

If your Retirement Transition Benefit is to be a direct rollover, please provide
the necessary information.

MAKE MY DIRECT ROLLOVER TO 

[ ] MY TIAA-CREF ROLLOVER IRAS: Ira Number(s)___________________________________

[ ] MY NEW TIAACREF ROLLOVER IRAS (please also complete an application)

[ ] ANOTHER  COMPANY/INSTITUTION  (please  complete the  following or provide us
with the  other  company's  equivalent  form  that has  been  completed)  

Please indicate the type of account set up to receive these funds:

[ ] IRA     [ ] 403(b)     [ ] 401(a) or 403(a)

Company                                                   Telephone
________________________________________________________________________________

Check-Mailing Address
________________________________________________________________________________

City                                State                 Zip
________________________________________________________________________________

Participant Account Number
________________________________________________________________________________

================================================================================

TA_SR

F6647/3/96) RA/GRA Private

<PAGE>


================================================================================
8 YOUR
  AGREEMENT

By signing, you agree that:

o The  retirement  income  starting date cannot be prior to the first day of the
  month following the date we receive all necessary papers;

o The final  premium  from your  employer  must be due and  payment  received or
  guaranteed  by the last  day of the  month in  which  your  retirement  income
  starts;

o You can't change your annuity  income  option,  income under the TIAA standard
  payment method, or annuity partner after annuity income payments begin;

o Your signature  authorizes TIAA-CREF to send your payments directly to the IRA
  or employer plan if you so indicated; and

o Once a  contract's  entire  value  has been  used to  provide  benefits,  that
  contract won't have any value, but you're not required to return the contracts
  to begin benefit payments.

YOUR
SIGNATURE

Signature                                                         Date
________________________________________________________________________________

================================================================================
9 EXEMPTION
  FROM SPOUSAL
  RIGHTS TO
  SURVIVOR
  BENEFITS

If you participated only in retirement plans of publicly supported institutions,
such as those of state university systems, or in those of certain churches,  you
are exempt from federal spousal survivor benefits  requirements.  And if you did
not participate in the plan of a private employer since August 23, 1984, you are
also  exempt.  If you are in  either  category,  please  check  the box and skip
Section 10.

[ ]  YES,  I  AM  EXEMPT  FROM  FEDERAL  SPOUSAL  RIGHTS  TO  SURVIVOR  BENEFITS
REQUIREMENTS.

================================================================================
10 SPOUSE'S
   WAIVER

A. SPOUSE'S CONSENT TO WAIVER OF SURVIVOR BENEFITS
(To be read and signed by the spouse of the annuity owner.)

Under federal law, you have certain rights to your spouse's annuity. Your spouse
has to receive  benefits from a "two-life income option," where you'll receive a
lifetime  income  when he or she dies.  If your  spouse  would  like to choose a
one-life option,  or a two-life option that provides someone other than you with
a lifetime  income,  he or she must have your  written  consent.  Please note: a
one-life  annuity  generally  provides a higher income than a two-life  annuity.
(For more  information,  see the enclosed income  illustration.)  If your spouse
chooses a Retirement  Transition Benefit (RTB) payment, you also have to consent
because that amount will not be available for lifetime  income.  If you consent,
you will not receive a lifetime income from the amount being  "annuitized" -- or
received as an RTB payment - if your spouse dies before you.

If your spouse has selected an RTB  payment,  a one-life  option,  or a two-life
option with someone other than you receiving  lifetime income,  you have to read
and sign the following statement, and have your signature witnessed.



TA_SR

F6647(3/96) RA/GRA Private   SPOUSE'S WAIVER CONTINUED ON NEXT PAGE

<PAGE>

================================================================================
10 SPOUSE'S
   WAIVER
   (continued)

I UNDERSTAND AND AGREE THAT I'M GIVING UP MY RIGHT TO RECEIVE  LIFETIME  ANNUITY
INCOME  AT  MY  SPOUSE'S   DEATH  FOR  THE   ACCUMULATIONS   INDICATED  ON  THIS
AUTHORIZATION.  I RELEASE TIAA AND CREF FROM ALL  LIABILITY  FOR MAKING  PAYMENT
BASED ON THIS AUTHORIZATION.

Spouse's Signature                                               Date
________________________________________________________________________________

Spouse's Signature Witnessed by Plan Representative for (NAME OF INSTITUTION)
________________________________________________________________________________

Authorized Signature                  Title                      Date
________________________________________________________________________________

OR

Spouse's Signature Witnessed by Notary Public
State of                        )
County of                       )

On __________________________, 19_______________ , BEFORE ME PERSONALLY APPEARED

__________________________, TO ME KNOWN AND KNOWN TO ME TO BE THE INDIVIDUAL WHO
SIGNED THE ABOVE SPOUSAL  CONSENT AND  ACKNOWLEDGED TO ME THAT HE/SHE SIGNED THE
CONSENT.

                                               __________________________
                                                      Notary Public
================================================================================
UNMARRIED
DETERMINATION

B. ESTABLISHING  YOUR UNMARRIED STATUS 
(To be completed by the annuity owner if applicable.)

I'M NOT  MARRIED.  IF I'M  EMPLOYED,  MY  EMPLOYER'S  PLAN  REPRESENTATIVE  MUST
ESTABLISH MY UNMARRIED STATUS TO HIS/HER SATISFACTION AND SIGN BELOW.

Your Signature                                               Date
________________________________________________________________________________

Established by Plan Representative for (NAME OF INSTITUTION)
________________________________________________________________________________

Authorized Signature                  Title                  Date
________________________________________________________________________________
================================================================================
Ohio and Kentucky residents, please note: 
Any person who,  with  intent to defraud or knowing  that he is  facilitating  a
fraud  against an insurer or other  persons  submits an  application  or files a
claim containing a false or deceptive statement is guilty of insurance fraud.

TA_SR

F6647(3/96) RA/GRA Private

Printed on recycled paper

<PAGE>


F6647(3/96) RA/GRA Private


<PAGE>


                                           AUTHORIZATION TO BEGIN
                                           RETIREMENT INCOME FROM
                                           RETIREMENT ANNUITIES OR
                                           GROUP RETIREMENT ANNUITIES

[LOGO]

TEACHERS
INSURANCE AND
ANNUITY
ASSOCIATION

COLLEGE
RETIREMENT
EQUITIES
FUND

730 Third Avenue                                                          PUBLIC
New York
NY 10017-3206



                                  INSTRUCTIONS

      Authorizing  us to start your  retirement  income  payments  calls for
     several important decisions.  Please read the booklet that accompanies
     this form. You may want to talk to a retirement planning consultant or
     call us at l 800 8422776 if you have  questions.  Because some of your
     decisions are irrevocable  once retirement  income begins,  be sure to
     consider each instruction you give us carefully.
================================================================================

1. PERSONAL  INFORMATION.  Be sure all items are completed.  Your citizenship is
required  for tax  withholding.  If you're  not a U.S.  citizen  and we  haven't
included tax withholding information, please contact us.

2. PAYMENT START DATE AND FREQUENCY.  Please specify the month and year that you
would like your  retirement  income to begin and the frequency of your payments.
Annuity payments are effective on the first day of the month.

3. CHOOSING AN ANNUITY INCOME OPTION.  Unless you tell us otherwise,  the option
you select  will  apply to all your  accounts.  If you want to choose  different
options  for  different   accounts,   please  include  a  written  statement  of
explanation. If you need assistance, please contact us.

4.  CHOOSING THE AMOUNT.  Tell us if you'd like to base your  payments on all or
only a portion of your accumulation.  There is a $10,000 minimum requirement for
each account.

5. CHOOSING THE TIAA GRADED PAYMENT  METHOD.  You may request the Graded Payment
Method for all or part of your lifetime TIAA  Traditional  annuity income.  This
method doesn't apply to the TIAA  Installment  Refund Annuity or the Real Estate
Account.  Leave  this  section  blank if you'd like your  income  paid under the
Standard Payment Method.

6. CHOOSING YOUR  BENEFICIARY.  Be sure to name a beneficiary if you're choosing
the  TIAA  Installment  Refund  Annuity  or an  annuity  income  option  with  a
guaranteed payment period. Also review the sample designations in your "Forms to
Complete" packet.

7. SELECTING A RETIREMENT  TRANSITION  BENEFIT (if permitted  under the terms of
your  employer's  retirement  plan).  You can  receive a  Retirement  Transition
Benefit of 10% or less (from any or all accounts) of the  accumulation  that you
will receive income from. Federal tax laws subject your payment to 20% mandatory
income tax withholding  unless your payment is directly rolled over to an IRA or
an employer's  similar  retirement  plan.  This will  maintain the  tax-deferred
status on the amount.  Please read the booklet and notice accompanying this form
for more information.  If you'd like the benefit,  let us know the amount,  from
which accounts, and if you want to directly roll over this payment. If you don't
want the benefit, leave this section blank.

8. YOUR AGREEMENT AND SIGNATURE.  Please sign this section after completing this
authorization.

================================================================================
   USE THE ENCLOSED "PAYMENT DESTINATION INSTRUCTIONS" FORM TO AUTHORIZE US TO
    DEPOSIT YOUR PAYMENTS IN YOUR BANK ACCOUNT, OR TO MAIL YOUR CHECKS TO AN
                     ADDRESS OTHER THAN YOUR CURRENT HOME.

F7322 (3/96)


<PAGE>


AUTHORIZATION TO BEGIN RETIREMENT INCOME FROM                                  P
RETIREMENT ANNUITIES OR GROUP RETIREMENT ANNUITIES

1 PERSONAL
  INFORMATION

Name                                                   Social Security Number
________________________________________________________________________________

Date of Birth        Daytime Telephone                 Citizenship (if not U.S.)
________________________________________________________________________________

TIAA Number                                            CREF Number
________________________________________________________________________________

Will you have terminated  employment from all  institutions  that contributed to
this contract?
[ ] Yes        [ ] No
If not, when do you expect to terminate employment?_____/_____/_____

================================================================================
2 PAYMENT START
  DATE AND
  FREQUENCY

Start retirement  income on (THE FIRST OF WHAT MONTH)_____________ (year)_______
Payment Frequency    [ ] Monthly   [ ] Quarterly  [ ] Semiannually  [ ] Annually

================================================================================
3 CHOOSING AN
  ANNUITY
  INCOME
  OPTION

ONE-LIFE ANNUITY INCOME OPTIONS

[ ]  Single  life  annuity  (all  payments  end at your  death).  DO NOT  name a
     beneficiary in Section 6.

[ ]  Life annuity with guaranteed  period of [ ] 10 [ ] 15 [ ] 20 years.
     NAME a beneficiary in Section 6.

[ ]  TIAA  Installment  Refund  Annuity  (available  only under  TIAAs  Standard
     Payment  Method for TIAA  Traditional  accumulations  in  contracts  issued
     before  January  1,  1985.  Not  available  for TIAA  Real  Estate  or CREF
     accumulations). NAME a beneficiary in Section 6.

TWO-LIFE ANNUITY INCOME OPTIONS

[ ] Full benefit to survivor (you or your annuity partner)

[ ] Two-thirds benefit to survivor (you or your annuity partner)

[ ] Half benefit to annuity partner

GUARANTEED PERIOD OF

[ ] 10 years 
[ ] 15 years 
[ ] 20 years 
Name a  beneficiary in Section 6.
[ ] No guaranteed period

Name of Annuity Partner
(the person to receive lifetime income if he or she survives you)

________________________________________________________________________________
Relationship to You                                    Date of Birth

________________________________________________________________________________
Social Security Number                                 Citizenship (if not U.S.)
________________________________________________________________________________

================================================================================


TA-SR
F7322 (3/96)

<PAGE>



================================================================================
4 CHOOSING THE
  AMOUNT

I'D LIKE TO BASE MY LIFETIME ANNUITY INCOME ON

[ ] 100% OF THE TIAA AND CREF ACCUMULATIONS or

[ ] OTHER AMOUNTS AS INDICATED BELOW.  Please write out in words either a dollar
amount or a percentage for each account; the minimum for each account is $10,000
(written as "ten thousand dollars").

TIAA TRADITIONAL
________________________________________________________________________________

TIAA REAL ESTATE
________________________________________________________________________________

CREF STOCK
________________________________________________________________________________

CREF MONEY MARKET
________________________________________________________________________________

CREF SOCIAL CHOICE
________________________________________________________________________________

CREF BOND MARKET
________________________________________________________________________________

CREF GLOBAL EQUITIES
________________________________________________________________________________

CREF GROWTH
________________________________________________________________________________

CREF EQUITY INDEX
________________________________________________________________________________

================================================================================
5 CHOOSING THE
  TIAA GRADED
  PAYMENT
  METHOD

If  you  choose  this   option  for  less  than  your  total  TIAA   Traditional
accumulation,  please write out in words either a dollar amount or a percentage.

[ ] I CHOOSE  THE  TIAA  GRADED  PAYMENT  METHOD  FOR ALL OF MY TLAA TRADITIONAL
    ACCUMULATION BEING CONVERTED TO ANNUITY INCOME.

[ ] I CHOOSE THE TIAA GRADED PAYMENT METHOD FOR      OF MY TIAA      TRADITIONAL
    ACCUMULATION  BEING CONVERTED TO ANNUITY  INCOME.    (The minimum is $10.000
    or your entire accumulation.)

================================================================================
6 CHOOSING YOUR
  BENEFICIARY

Tell us who should receive any payments due after you (and your annuity partner,
if any) have died.

Name of                  Social Security                             Date of
Primary Beneficiary          Number          Relationship             Birth



________________________________________________________________________________
Name of                  Social Security                             Date of
Contingent Beneficiary       Number          Relationship             Birth



________________________________________________________________________________

================================================================================


TA-SR
F7322 (3/96)

<PAGE>



================================================================================
7 SELECTING A
  RETIREMENT
  TRANSITION
  BENEFIT

I'D LIKE MY RETIREMENT TRANSITION BENEFIT ON

[ ] 10% OF MY TIAA AND CREF ACCUMULATIONS BEING CONVERTED TO ANNUITY INCOME

OR

[ ] OTHER AMOUNTS AS INDICATED  BELOW.  Please  tell us the percentage or dollar
    amount you want from each fund that you'll be receiving income from.

TIAA Traditional
________________________________________________________________________________

TIAA Real Estate
________________________________________________________________________________

CREF Stock
________________________________________________________________________________

CREF Money Market
________________________________________________________________________________

CREF Social Choice
________________________________________________________________________________

CREF Bond Market
________________________________________________________________________________

CREF Global Equities
________________________________________________________________________________

CREF Growth
________________________________________________________________________________

CREF Equity Index
________________________________________________________________________________

If your Retirement Transition Benefit is to be a direct rollover, please provide
the necessary information.

MAKE MY DIRECT ROLLOVER TO 

[ ] MY TIAA-CREF ROLLOVER IRAS: IRA Number(s) 

[ ] MY NEW TIAA-CREF ROLLOVER IRAS (please also complete an application) 

[ ] ANOTHER  COMPANY/INSTITUTION  (please  complete the  following or provide us
    with the  other  company's  equivalent  form  that has  been  completed)  

Please indicate the type of account set up to receive these funds:
[ ] IRA [ ] 403(b) [ ] 401(a) or 403(a)

Company                                                        Telephone
________________________________________________________________________________

Check-Mailing Address
________________________________________________________________________________

City                                 State                     Zip
________________________________________________________________________________

Participant Account Number
________________________________________________________________________________

================================================================================


TA-SR
F7322 (3/96)


<PAGE>


================================================================================
8 YOUR
  AGREEMENT

By signing you agree that:

o  The retirement  income  starting date cannot be prior to the first day of the
   month following the date we receive all necessary papers;

o  The final  premium  from your  employer  must be due and payment  received or
   guaranteed  by the last day of the  month in  which  your  retirement  income
   starts;

o  You can't change your annuity income  option,  income under the TIAA standard
   payment method, or annuity partner after annuity income payments begin;

o  Your signature authorizes TIAA-CREF to send your payments directly to the IRA
   or employer plan if you so indicated; and

o  Once a  contract's  entire  value has been  used to  provide  benefits,  that
   contract  won't  have any  value,  but  you're  not  required  to return  the
   contracts to begin benefit payments.

YOUR
SIGNATURE

Signature       Date
________________________________________________________________________________

================================================================================
Ohio and Kentucky residents, please note:

Any person who,  with  intent to defraud or knowing  that he is  facilitating  a
fraud  against an insurer or other  person,  submits an  application  or files a
claim containing a false or deceptive statement is guilty of insurance fraud.

TA-SR
F7322 (3/96)                                           Printed on recycled paper

<PAGE>



                                           AUTHORIZATION TO BEGIN
                                           FIXED-PERIOD INCOME FROM
                                           RETIREMENT ANNUITIES OR
                                           GROUP RETIREMENT ANNUITIES
[LOGO]
TIAA-CREF

TEACHERS
INSURANCE AND
ANNUITY
ASSOCIATION

COLLEGE
RETIREMENT
EQUITIES
FUND                                                                      PUBLIC

730 Third Avenue
New York
NY 10017-3206

<PAGE>


                                  INSTRUCTIONS

     Authorizing  us to start your  retirement  income  payments  calls for
     several important decisions.  Please read the booklet that accompanies
     this form. Also review your employer's retirement plan provisions: You
     may be subject to limitations on the number of years and/or the amount
     you can choose. You may want to talk to a retirement counselor or call
     us at 1 800  842-2776  if you  have  questions.  Because  some of your
     decisions are irrevocable  once retirement  income begins,  be sure to
     consider each instruction you give us carefully.


================================================================================
1. PERSONAL  INFORMATION.  Be sure all items are completed.  Your citizenship is
required  for tax  withholding.  If you're  not a U.S.  citizen  and we  haven't
included tax withholding information, please contact us.

2. PAYMENT START DATE AND FREQUENCY.  Please specify the month and year that you
would like your  income to begin and the  frequency  of your  payments.  Annuity
payments begin on the first day of the month.

3. SELECTING A RETIREMENT  TRANSITION  BENEFIT (if permitted  under the terms of
your  employer's  retirement  plan).  Your can receive a  Retirement  Transition
Benefit of 10% or less (from any or all accounts) of the  accumulation  that you
will receive income from. Federal tax laws subject your payment to 20% mandatory
income tax withholding  unless your payment is directly rolled over to an IRA or
an  employer's  similar  retirement  plan.  Please  read the  booklet and notice
accompanying this form for more information.

4. CHOOSING THE FIXED-PERIOD OPTION. To choose the period of time that you want,
write  in the  number.  Payments  from 5 to 30 years  are  available  from  TIAA
Traditional  GRAs,  and from 2 to 30 years  from  CREF  accounts  in  Retirement
Annuities  and Group  Retirement  Annuities.  Payments from the TIAA Real Estate
Account  cannot  be made  from  this  option.  Payments  from  TIAA  Traditional
Retirement  Annuities  also  are not  available.  Federal  tax law  and/or  your
employer's plan may limit the number of years you can choose. Federal income tax
withholding  and rollover rules will apply.  If you choose a period of time that
is for 10 years or longer,  your  payments  will be subject to ordinary  federal
income taxes and are not  eligible to be rolled over.  If you choose a period of
time that is less than 10 years, you are subject to 20% mandatory federal income
tax  withholding  unless your payments are directly  rolled over to an IRA or an
employer's   similar  retirement  plan.  Please  read  the  booklet  and  notice
accompanying this form for more information.

If you'd like to defer taxes on your payments by  requesting a direct  rollover,
also complete Section 6.

5.  CHOOSING THE AMOUNT.  Tell us if you'd like to base your  payments on all or
only a portion of your accumulation.  There is a $10,000 minimum requirement for
each account.

If you plan on beginning income on your full  accumulation,  be sure to transfer
the full value of your CREF Bond Market Account, if any, to another account.

6.  DIRECT  ROLLOVER.  If  you  choose  a  Retirement  Transition  Benefit  or a
fixed-period  payout option for less than 10 years, you can continue the benefit
of tax deferral and maintain access to your payments by directly rolling it over
to an IRA.  You also may directly  roll over your  payment(s)  to an  employer's
similar  retirement plan.  Please read the booklet and notice  accompanying this
form for more information. If you're interested in choosing a rollover, complete
this section. If you don't want a direct rollover, leave this section blank.

7. CHOOSING YOUR BENEFICIARY.  Be sure to name a beneficiary to receive benefits
if you die.  Also review the sample  designations  in your  "Forms to  Complete"
packet.

8. YOUR AGREEMENT AND SIGNATURE.  Please sign this section after completing this
authorization.

================================================================================
  USE THE ENCLOSED "PAYMENT DESTINATION INSTRUCTIONS" FORM TO AUTHORIZE US TO
DEPOSIT YOUR PAYMENTS IN YOUR BANK ACCOUNT, OR TO MAIL YOUR CHECKS TO AN ADDRESS
                         OTHER THAN YOUR CURRENT HOME.

F7321 (7/95)


<PAGE>


                        Authorization to Begin Fixed-Period Income from
                        Retirement Annuities or Group Retirement Annuities     P

================================================================================
1 PERSONAL
  INFORMATION

Name                                                    Social Security Number
________________________________________________________________________________

Date of Birth              Daytime Telephone           Citizenship (if not U.S.)
________________________________________________________________________________

TIAA Number                                             CREF Number
________________________________________________________________________________

Will you have terminated  employment from all  institutions  that contributed to
this contract? 
[ ] Yes   [ ] No

If not, when do you expect to terminate employment?_____/_____/_____

================================================================================
2 PAYMENT
  START DATE
  AND
  FREQUENCY

Start retirement income (THE FIRST OF WHAT MONTH) __________ (year)__________

Payment Frequency  [ ] Monthly  [ ] Quarterly  [ ] Semiannually  [ ] Annually

================================================================================
3 SELECTING A
  RETIREMENT
  TRANSITION
  BENEFIT

I'D LIKE MY RETIREMENT TRANSITION BENEFIT ON

[ ] 10% OF MY TIAA AND CREF ACCUMULATIONS BEING CONVERTED TO FIXED-PERIOD 
    PAYMENTS 

or 

[ ] OTHER AMOUNT AS INDICATED  BELOW.  Please tell us the  percentage  or dollar
    amount you want from each fund that you'll be receiving income from.

TIAA TRADITIONAL (FOR GROUP RETIREMENT ANNUITIES ONLY)
________________________________________________________________________________

CREF STOCK
________________________________________________________________________________

CREF MONEY MARKET
________________________________________________________________________________

CREF SOCIAL CHOICE
________________________________________________________________________________

CREF GLOBAL EQUITIES
________________________________________________________________________________

CREF GROWTH
________________________________________________________________________________

CREF EQUITY INDEX
________________________________________________________________________________

================================================================================
4 CHOOSING THE 
  FIXED-PERIOD 
  OPTION

FIXED-PERIOD INCOME OPTION

I'D LIKE TO RECEIVE ANNUITY  PAYMENTS FROM MY ACCUMULATION FOR A FIXED PERIOD OF
_________________ YEARS.
================================================================================

TA_SF
F7321 (7/95)

<PAGE>


================================================================================
5 CHOOSING THE
  AMOUNT

I'D LIKE TO BASE MY FIXED-PERIOD INCOME ON

[ ] 100% OF MY TIAA AND CREF ACCUMULATION 

or 

[ ] OTHER  AMOUNTS AS  INDICATED  BELOW.  Please  write out in words  either a
    dollar amount or a percentage for each account; the minimum for each account
    is $10,000 (written as "ten thousand dollars").

TIAA Traditional (for Group Retirement Annuities only)
________________________________________________________________________________

CREF Stock
________________________________________________________________________________

CREF Money Market
________________________________________________________________________________

CREF Social Choice
________________________________________________________________________________

CREF Global Equities
________________________________________________________________________________

CREF Growth
________________________________________________________________________________

CREF Equity Index
________________________________________________________________________________

================================================================================
6 DIRECT
  ROLLOVER

I'D LIKE TO DIRECTLY ROLL OVER MY

[ ] Retirement Transition Benefit 
[ ] Fixed-Period Payout Option (must be less than 10 years)

MAKE MY DIRECT ROLLOVER TO 

[ ] MY TIAA-CREF ROLLOVER IRAS: IRA Number(s) 

[ ] MY NEW TIAA-CREF ROLLOVER IRAS (please also complete an application) 

[ ]  another company/institution  (please  complete the  following or provide us
    with the other company's  equivalent  form that has been  completed)  

Please indicate the type of account set up to receive these funds:

[ ] IRA    [ ] 403(b)   [ ] 401(a) or 403(a)

Company                                                    Telephone
________________________________________________________________________________

Check-Mailing Address
________________________________________________________________________________

City                    State                              Zip
________________________________________________________________________________

Participant Account Number
________________________________________________________________________________

TA_SF
F7321 (7/95)

<PAGE>



================================================================================
7 CHOOSING
  YOUR
  BENEFICIARY

Tell us who should receive any payments due after you have died.

Name of                         Social Security                         Date of
Primary Beneficiary                 Number           Relationship        Birth



________________________________________________________________________________

Name of                         Social Security                         Date of
Contingent Beneficiary              Number           Relationship        Birth




________________________________________________________________________________

================================================================================
8 YOUR
  AGREEMENT

By signing you agree that:

o  The retirement  income  starting date cannot be prior to the first day of the
   month following the date we receive all necessary papers;

o  The final  premium  from your  employer  must be due and payment  received or
   guaranteed  by the last day of the  month in  which  your  retirement  income
   starts;

o  You can't change your income option after payment begins;

o  Subject to the terms of your employer's  retirement plan provisions,  you may
   receive the commuted value of the remaining payments at any time;

o  Your signature authorizes TIAA-CREF to send your payments directly to the IRA
   or employer plan if you so indicated; and

o  Once a  contract's  entire  value has been  used to  provide  benefits,  that
   contract  won't  have any  value,  but  you're  not  required  to return  the
   contracts to begin benefit payments.

YOUR 
SIGNATURE

Signature                                              Date
________________________________________________________________________________

================================================================================
Ohio and Kentucky residents, please note:

Any person who,  with  intent to defraud or knowing  that he is  facilitating  a
fraud  against an insurer or other  person,  submits an  application  or files a
claim containing a false or deceptive statement is guilty of insurance fraud.

TA_SF
F7321 (7/95)                                           Printed on recycled paper



<PAGE>


AUTHORIZATION TO BEGIN
FIXED-PERIOD INCOME FROM
RETIREMENT ANNUITIES OR
GROUP RETIREMENT ANNUITIES

[LOGO]
TIAA-CREF

TEACHERS
INSURANCE AND
ANNUITY
ASSOCIATION

COLLEGE
RETIREMENT
EQUITIES
FUND

730 Third Avenue
New York
NY 100 17-3206


<PAGE>


INSTRUCTIONS

     Authorizing  us to start your  retirement  income  payments  calls for
     several important decisions.  Please read the booklet that accompanies
     this form. Also review your employer's retirement plan provisions: You
     may be subject to limitations on the number of years and/or the amount
     you can choose. You may want to talk to a retirement counselor or call
     us at 1 800  842-2776  if you  have  questions.  Because  some of your
     decisions are irrevocable  once retirement  income begins,  be sure to
     consider each instruction you give us carefully.


================================================================================
1. PERSONAL  INFORMATION.  Be sure all items are completed.  Your citizenship is
required  for tax  withholding.  If you're  not a U.S.  citizen  and we  haven't
included tax withholding information, please contact us.

2. PAYMENT START DATE AND FREQUENCY.  Please specify the month and year that you
would like your  income to begin and the  frequency  of your  payments.  Annuity
payments begin on the first day of the month.

3. SELECTING A RETIREMENT  TRANSITION  Benefit (if permitted  under the terms of
your  employer's  retirement  plan).  You can  receive a  Retirement  Transition
Benefit of 10% or less (from any or all accounts) of the  accumulation  that you
will receive income from. Federal tax laws subject your payment to 20% mandatory
income tax withholding  unless your payment is directly rolled over to an IRA or
an  employer's  similar  retirement  plan.  Please  read the  booklet and notice
accompanying this form for more information.

If you'd like to defer taxes on your payments by  requesting a direct  rollover,
also  complete  Section 6. If you don't  want the  benefit,  leave this  section
blank.

4. CHOOSING THE FIXED-PERIOD  OPTION.  To choose the period of time from 5 to 30
years that you want, write in the number. Federal tax law and/or your employer's
plan  may  limit  the  number  of  years  you can  choose.  Federal  income  tax
withholding  and rollover rules will apply.  If you choose a period of time that
is for 10 years or longer,  your  payments  will be subject to ordinary  federal
income taxes and are not  eligible to be rolled over.  If you choose a period of
time that is less than 10 years, you are subject to 20% mandatory federal income
tax  withholding  unless your payments are directly  rolled over to an IRA or an
employer's   similar  retirement  plan.  Please  read  the  booklet  and  notice
accompanying this form for more information.  Payments for fixed periods of time
are not available from the Real Estate Account.

If you'd like to defer taxes on your payments by  requesting a direct  rollover,
also complete Section 6.

5.  CHOOSING THE AMOUNT.  Tell us if you'd like to base your  payments on all or
only a portion of your accumulation.  There is a $10,000 minimum requirement for
each account.

If you plan on beginning income on your full  accumulation,  be sure to transfer
the full value of your CREF Bond Market Account, if any, to another account.

6.  DIRECT  ROLLOVER.  If  you  choose  a  Retirement  Transition  Benefit  or a
fixed-period  payout option for less than 10 years, you can continue the benefit
of tax deferral and maintain  access to your  payment(s) by directly  rolling it
over to an IRA. You also may directly roll over your payment(s) to an employer's
similar  retirement plan.  Please read the booklet and notice  accompanying this
form for more information. If you're interested in choosing a rollover, complete
this section. If you don't want a direct rollover, leave this section blank.

7. CHOOSING YOUR BENEFICIARY.  Be sure to name a beneficiary to receive benefits
if you die.  Also review the sample  designations  in your  "Forms to  Complete"
packet.

8. EXEMPTION FROM SPOUSAL WAIVER TO  PRERETIREMENT  SURVIVOR  BENEFITS.  If your
retirement plan  participation  since August 23, 1984, has been only in plans of
publicly supported institutions,  such as those of a state university,  or those
of certain  churches,  Section 9 doesn't apply to you. Your  institution's  plan
representative also can tell you if you're exempt. If you are exempt,  check the
box and skip Section 9.

F7323 (7/95) RA/GRA Fixed Private


<PAGE>


9. SPOUSE'S WAIVER OR UNMARRIED DETERMINATION.  You or your spouse must complete
this section if you did not answer "yes" in Section 8.

YOUR SPOUSE should  complete Part A if you're  married.  Federal law states that
your spouse has certain rights to your annuity.  If you're married when you sign
and send us this  authorization,  we need your spouse's  written  consent.  Your
spouse has to sign the waiver within 90 days of the date you begin  income,  and
the date he or she signs must be the same or a later date than the date you sign
Section 10. Your spouse has to be present when the signature is witnessed by the
plan representative or a notary public.

YOU should complete Part B if you're  unmarried.  If you're currently  employed,
your marital status must be established by your employer's plan representative.

10. YOUR AGREEMENT AND SIGNATURE. Please sign this section after completing this
authorization.

================================================================================
  USE THE ENCLOSED "PAYMENT DESTINATION INSTRUCTIONS" FORM TO AUTHORIZE US TO
DEPOSIT YOUR PAYMENTS IN YOUR BANK ACCOUNT, OR TO MAIL YOUR CHECKS TO AN ADDRESS
                         OTHER THAN YOUR CURRENT HOME.

F7323 (7/95) RA / GRA Fixed Private

<PAGE>


                         AUTHORIZATION TO BEGIN FIXED-PERIOD INCOME FROM
                         RETIREMENT ANNUITIES OR GROUP RETIREMENT ANNUITIES    P

================================================================================
1 PERSONAL
  INFORMATION

Name                                                   Social Security Number
________________________________________________________________________________

Date of Birth             Daytime Telephone            Citizenship (if not U.S.)
________________________________________________________________________________

TIAA Number                                            CREF Number
________________________________________________________________________________

Will you have terminated  employment from all  institutions  that contributed to
this contract?
[ ] Yes    [ ] No

If not, when do you expect to terminate employment?____/____/____

================================================================================
2 PAYMENT
  START DATE
  AND
  FREQUENCY

Start Income (THE FIRST OF WHAT MONTH)_____________  (year)_________

Payment Frequency [ ] Monthly [ ] Quarterly [ ] Semiannually [ ] Annually

================================================================================
3 SELECTING A
  RETIREMENT
  TRANSITION
  BENEFIT

I'D LIKE MY RETIREMENT TRANSITION BENEFIT ON 

[ ] 10% OF  MY  TIAA AND CREF  ACCUMULATIONS  BEING  CONVERTED  TO  FIXED-PERIOD
    PAYMENTS

or

[ ] OTHER AMOUNTS AS INDICATED  BELOW.  Please tell us the  percentage or dollar
    amount you want from each fund that you'll be receiving income from.

TIAA TRADITIONAL (FOR GROUP RETIREMENT ANNUITIES ONLY)
________________________________________________________________________________

CREF STOCK
________________________________________________________________________________

CREF MONEY MARKET
________________________________________________________________________________

CREF SOCIAL CHOICE
________________________________________________________________________________

CREF GLOBAL EQUITIES
________________________________________________________________________________

CREF GROWTH
________________________________________________________________________________

CREF EQUITY INDEX
________________________________________________________________________________

================================================================================
4 CHOOSING THE 
  FIXED-PERIOD 
  OPTION

FIXED-PERIOD INCOME OPTION

I'D LIKE TO RECEIVE ANNUITY  PAYMENTS FROM MY ACCUMULATION FOR A FIXED PERIOD OF
_______________ YEARS.
================================================================================

TA-SF

F7323 (7/95) RA /GRA Fixed Private

<PAGE>


================================================================================
5 CHOOSING
  THE AMOUNT

I'D LIKE TO BASE MY FIXED-PERIOD INCOME ON 

[ ] 100% OF MY TIAA AND CREF ACCUMULATIONS 

or

[ ]  OTHER AMOUNTS AS INDICATED BELOW. Please write out in words either a dollar
    amount or a  percentage  of each  account;  the minimum for each  account is
    $10,000 (written as "ten thousand dollars").

TIAA TRADITIONAL (FOR GROUP RETIREMENT ANNUITIES ONLY)
________________________________________________________________________________

CREF STOCK
________________________________________________________________________________

CREF MONEY MARKET
________________________________________________________________________________

CREF SOCIAL CHOICE
________________________________________________________________________________

CREF GLOBAL EQUITIES
________________________________________________________________________________

CREF GROWTH
________________________________________________________________________________

CREF EQUITY INDEX
________________________________________________________________________________

================================================================================
6 DIRECT
  ROLLOVER

I'D LIKE TO DIRECTLY ROLL OVER MY

[ ] Retirement Transition Benefit 

[ ] Fixed-Period Payout Option (must be less than 10 years) 

MAKE MY DIRECT ROLLOVER TO

[ ] MY TIAA-CREF ROLLOVER IRAS: IRA Number(s) 

[ ] MY NEW TIAA-CREF ROLLOVER IRAS (please also complete an application) 

[ ] ANOTHER  COMPANY/INSTITUTION  (please  complete the  following or provide us
with the  other  company's  equivalent  form  that has  been  completed)  Please
indicate the type of account set up to receive these funds:

[ ] IRA   [ ] 403(b)   [ ] 401(a) or 403(a)

Company                                                    Telephone
________________________________________________________________________________

Check-Mailing Address
________________________________________________________________________________

City                                     State             Zip
________________________________________________________________________________

Participant Account Number
________________________________________________________________________________

================================================================================
TA-SF

F7323 (7/95) RA /GRA Fixed Private

<PAGE>


================================================================================
7 CHOOSING
  YOUR
  BENEFICIARY

Tell us who should receive any payments due after you have died.

Name of                 Social Security                              Date of
Primary Beneficiary         Number            Relationship            Birth




________________________________________________________________________________

Name of                 Social Security                              Date of
Contingent Beneficiary      Number            Relationship            Birth




________________________________________________________________________________

================================================================================
8 EXEMPTION
  FROM SPOUSAL
  WAIVER TO
  PRERETIREMENT
  SURVIVOR
  BENEFITS

If you participated only in retirement plans of publicly supported institutions,
such as those of state university systems, or in those of certain churches,  you
are exempt from federal spousal survivor ben fits  requirements.  And if you did
not participate in the plan of a private employer since August 23, 1984, you are
also  exempt.  If you are in  either  category,  please  check  the box and skip
Section 9.

[ ]  YES,  I  AM  EXEMPT  FROM  FEDERAL  SPOUSAL  RIGHTS  TO  SURVIVOR  BENEFITS
     REQUIREMENTS.
================================================================================

TA-SF

F7323 (7/95) RA /GRA Fixed Private

<PAGE>



================================================================================
9 SPOUSE'S
  WAIVER

A. SPOUSE'S CONSENT TO WAIVER OF PRERETIREMENT SURVIVOR BENEFITS
(To be read and signed by the spouse of the annuity owner.)

Under federal law, you have the right to receive a survivor  benefit of at least
50% of the amount in this  contract if your spouse dies before you. As a result,
your spouse must have your written consent before  receiving  payments from this
contract.  If you consent to the authorization,  you WILL NOT receive a survivor
benefit payment from the amount  withdrawn.  If you agree to the  authorization,
please read and sign the statement below, and have your signature witnessed.

I AGREE TO THE  PAYMENT  OF FUNDS  FROM THE  CONTRACT(S)  LISTED IN SECTION 1. 1
UNDERSTAND  AND AGREE THAT I'M GIVING UP MY RIGHT TO RECEIVE A SURVIVOR  BENEFIT
PAYMENT FROM  TLAA-CREF  FOR THE AMOUNT BEING PAID. I RELEASE TIAA AND CREF FROM
ALL LIABILITY FOR MAKING PAYMENT BASED ON THIS AUTHORIZATION.

Spouse's Signature                                             Date
________________________________________________________________________________

Spouse's Signature Witnessed by Plan Representative for (NAME OF INSTITUTION)
________________________________________________________________________________

Authorized Signature               Title                       Date
________________________________________________________________________________

OR

Spouse's Signature Witnessed by Notary Public

State of        )
                : ss

County of       )

ON__________________, 19______, BEFORE ME PERSONALLY APPEARED _________________,
TO ME KNOWN AND KNOWN TO ME TO BE THE  INDIVIDUAL  WHO SIGNED THE ABOVE  SPOUSAL
CONSENT AND ACKNOWLEDGED TO ME THAT HE/SHE SIGNED THE CONSENT.

                                                          ____________________
                                                             Notary Public

UNMARRIED
DETERMINATION

B.  ESTABLISHING  YOUR UNMARRIED STATUS
(To be completed by the annuity owner if applicable.)

I'M NOT  MARRIED.  IF I'M  EMPLOYED,  MY  EMPLOYER'S  PLAN  REPRESENTATIVE  MUST
ESTABLISH MY UNMARRIED STATUS TO HIS/HER SATISFACTION AND SIGN BELOW.

Your Signature                                             Date
________________________________________________________________________________

Established by Plan Representative for (NAME OF INSTITUTION)
________________________________________________________________________________

Authorized Signature                    Title              Date
________________________________________________________________________________

================================================================================

<PAGE>


10 YOUR
   AGREEMENT

By signing, you agree that:

o The  retirement  income  starting date cannot be prior to the first day of the
  month following the date we receive all necessary papers;

o The final  premium  from your  employer  must be due and  payment  received or
  guaranteed  by the last  day of the  month in  which  your  retirement  income
  starts;

o You can't change your income option after payment begins;

o Subject to the terms of your employer's  retirement plan  provisions,  you may
  receive the commuted value of the remaining payments at any time;

o Your signature  authorizes TIAA-CREF to send your payments directly to the IRA
  or employer plan if you so indicated; and

o Once a  contract's  entire  value  has been  used to  provide  benefits,  that
  contract won't have any value, but you're not required to return the contracts
  to begin benefit payments.

YOUR 
SIGNATURE

Signature                                                 Date
________________________________________________________________________________

================================================================================
Ohio and Kentucky residents, please note:

Any person who,  with  intent to defraud or knowing  that he is  facilitating  a
fraud  against an insurer or other  person,  submits an  application  or files a
claim containing a false or deceptive statement is guilty of insurance fraud.

TA-SF

F7323 (7/95) RA / GRA Fixed Private                   Printed on recycled paper.


                                                               File: FLGSRAE.TXT
 
                                   ENROLLMENT
                                      FORM
                                  FOR TIAA-CREF
                                     GROUP
                                  SUPPLEMENTAL
                                   RETIREMENT
                                     ANNUITY
                                  CERTIFICATES

                           FOR PLANS COVERED BY ERISA


<PAGE>

IMPORTANT: This enrollment form is for personal tax-deferred savings only,
not your institution's basic retirement plan.
It's Easy to Enroll  Just  complete  the  enrollment  form and return it to your
benefits office.

Questions?
Call our Enrollment Hotline at
1 800 842-2888
8am - 11pm ET weekdays
9/97 edition (FLA.)
Instructions for filling out the ENROLLMENT FORM

1. Personal Information

Your  retirement  income  starting  date is when  you  plan to  start  receiving
TIAA-CREF  retirement income. You can change it any time. If you do not select a
date or an age, we will assume age 65 when preparing your benefit illustrations.
We are complying with a regulatory agency requirement in asking that you provide
the Existing Contracts information in this section.

2. Your premium allocation

You can allocate  premiums to the TIAA Traditional  Annuity,  the CREF Stock and
Money Market accounts,  and to any of the other TIAA and CREF accounts available
under your employer's  retirement plan.  Before  allocating money to any account
(other than the TIAA  Traditional  Annuity) please read the current  prospectus.
Premium  allocations have to be in whole  percentages and total 100%. NOTE: TIAA
limits  transfers from the Real Estate Account to one per calendar month. In the
future,  TIAA and CREF may restrict  transfers  from the Real Estate  Account or
from any of the CREF accounts to one per calendar quarter. TIAA has the right to
stop accepting  premiums and/or  transfers to the Real Estate  Account.  You can
change your allocation of future premiums  anytime.  If your allocation does not
total 100%, if it violates any plan limitations,  or if we receive your premiums
before we receive your  enrollment  form, any premiums will go to the CREF Money
Market  Account.  Upon  receiving a valid  allocation,  we will apply all future
premiums accordingly. For more information, please see the CREF prospectus.

3. Your designation of beneficiary

If you die before annuity payments start, your designated  beneficiary(ies) will
receive the total value of your accumulations as a death benefit.  If no primary
beneficiary  lives longer than you,  death  benefits will go to your  contingent
beneficiary(ies).  For example,  a married  person with children  might name the
spouse as primary beneficiary and the children as contingent beneficiaries.

If you die before annuity  payments  start,  have not named a  beneficiary,  and
leave no spouse,  your estate receives the entire  accumulation.  If you leave a
spouse, he or she will receive 50% of the value of your accumulation  under each
certificate; the remainder will be paid to your estate.

If you do not have the date of birth and / or Social  Security number for one of
your beneficiaries, you can send in this form now and forward the information to
us later. The beneficiary  designations that you provide on this form will apply
only to this contract.  If you have other TIAA-CREF  contracts,  you may want to
make sure your beneficiary designations reflect your current intentions. For any
questions about naming your beneficiary(ies),  please call us at 1 800 842-2776.
Notice of Spouse's Right to Annuity Death Benefits

Your employer's  tax-deferred annuity plan is subject to the Employee Retirement
Income Security Act of 1974 (ERISA).  Under ERISA,  your surviving  spouse has a
right to an  annuity  worth 50% of the  value of your  accumulation  under  each
certificate  at  your  date  of  death,  unless  your  spouse  consents  to  the
designation of another  primary  beneficiary.  To permit someone other than your
spouse to receive more than 50% of the annuity death  benefit,  your spouse must
sign the consent in Section 5 of the  enrollment  form. A spouse's  consent will
not be valid with respect to any different spouse you may have in the future.

4. note:

Please read all information and sign where indicated.

5. Waiver of spouse's right to a preretirement survivor death benefit

If you are  married  and  you  have  not  named  your  spouse  as  your  primary
beneficiary  for at least 50% of your annuity  death  benefits,  then by signing
this  enrollment  form, you are waiving your spouse's  right to a  preretirement
survivor  death benefit and your spouse must agree to this waiver by signing the
consent.  Generally,  you can make  this  waiver  only if you're at least 35. If
you're under 35, please contact your Benefits Office for more  information.  You
can revoke the waiver any time before your annuity  income begins by naming your
spouse as your primary beneficiary.

Consent by Spouse

By signing  this  consent,  your  spouse is giving up all rights to receive  the
preretirement  survivor  benefit.  Your spouse cannot revoke consent once it has
been given.  Any survivor  benefits payable before annuity income payments begin
will be paid to the beneficiary(ies) you named. (Your spouse's signature must be
witnessed by your  employer's  plan  representative  or a notary  public.)  CREF
certificates  and interests in the TIAA Real Estate  Account are  distributed by
TIAA-CREF Individual & Institutional Services. Standard GSRA (ERISA) 9/97 FLA.


<PAGE>

ENROLLMENT FORM for TIAA and CREF
GROUP SUPPLEMENTAL Retirement Annuity CERTIFICATES

Please type or print in ink and provide all information requested. L

1. Personal Information
Last Name First   Middle   [ ] Mr.    [ ] Mrs.    [ ] Ms.    [ ] Dr.   [ ] Other
Mailing Address    Street City State Zip Code
Daytime Telephone Number Sex Date of Birth Social Security Number Spouse's Name
(    ) [ ]  M   [ ] F Mo.         Day          Yr.
Employing Institution Campus/Branch  Job Title/Position

Existing Contracts Will these annuity contracts replace an existing annuity from
another company?  [ ] Yes  [ ] No

From what company?                          Contract Number

Your Retirement Income Starting Date The first day of (Month) (Year) , or at the
age of .

2. Your Premium Allocation

TIAA    TIAA     CREF    CREF    CREF    CREF     CREF     CREF     CREF    CREF

Traditional  Real Estate Stock Money  Market  Social  Choice Bond Market  Global
Equities Growth Equity Index Inflation-Linked Bond

%      %      %     %      %      %      %      %     %      %      =       100%

3. Your Designation of Beneficiary

Name(s) of Primary  Beneficiary(ies)  Relationship  to You Date of Birth  Social
Security Number Name(s) of Contingent Beneficiary(ies)  Relationship to You Date
of Birth Social Security Number

4. Premiums  must be remitted  under the terms of your  employer's  tax-deferred
annuity plan.

You cannot assign these  certificates.  The TIAA  certificate  allows loans,  if
provided for in your employer's  tax-deferred annuity plan. The CREF certificate
does not allow loans.  Distributions  before age 591/2, or before termination of
service,  may  be  prohibited,   limited,  and/or  subject  to  substantial  tax
penalties.  The TIAA  certificate may include a surrender  charge to be deducted
from any cash withdrawals, transfers from TIAA, and loan defaults.

Your right to transfer  all or part of your TIAA and CREF  accumulations  may be
limited in accordance with your employer's plan. CREF account  accumulations and
benefit payments,  and Real Estate Account  accumulations,  are variable and not
guaranteed;  they depend on the investment performance of these accounts.  Under
ERISA,  each certificate  gives your spouse the right to an annuity worth 50% of
the value of your  accumulations  at the date of your  death.  Your  spouse must
consent below to any beneficiary designation that doesn't meet this requirement.

I have read and  understood  all  provisions  of this  enrollment  form.  I have
received a current CREF prospectus and a current Real Estate Account prospectus.

         Signed                             Date

5. Consent to Waiver of Spouse's Right to a Preretirement Survivor Death Benefit

If you have waived your spouse's right to a preretirement survivor death benefit
under ERISA by naming other primary beneficiaries for more than 50% of any death
benefit,  your spouse must  consent to the  waiver.  Consent by Spouse  (must be
witnessed)

With  this  consent I am  voluntarily  and  irrevocably  giving up my right to a
qualified preretirement survivor death benefit under ERISA. I recognize that any
preretirement death benefit payable under these certificates will be paid to the
beneficiaries as specified above.

         Signed (Spouse)   Soc. Sec. No.    Date
         Notary or Plan Representative   Date
         Signature of Florida Licensed Agent
         LIC. NO. 593282667

If you would like to receive CREF's Statement of Additional  Information,  which
supplements the CREF prospectus, check here. [ ]

                                            Code
G10.3.2E (10/95) FLA.

Any person who  knowingly  and with  intent to injure,  defraud,  or deceive any
insurer  files a  statement  of claim or an  application  containing  any false,
incomplete,  or  misleading  information,  is  guilty  of a felony  of the third
degree.

(c) 1997  Teachers  Insurance  and  Annuity  Association  o  College  Retirement
Equities Fund

Printed on Recycled Paper

Teachers Insurance and Annuity Association

College Retirement Equities Fund

730 Third Avenue
New York, NY 10017-3206
1 800 842-2733
212 490-9000

Standard GSRA (ERISA) 9/97 FLA.

<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

ENROLLMENT FORM
For TIAA-CREF Group
Supplemental Retirement Annuity
Certificates
For Plans Covered By ERISA
IMPORTANT:  This enrollment form is for personal  tax-deferred savings only, 
not your institution's  basic retirement plan. 
It's Easy
to 
Enroll 
Just complete the enrollment  form 
and  return it to your  benefits  office.  
Questions?  
Call our Enrollment  Hotline  at
1 800  842-2888  
8am - 11pm  ET  weekdays  
9/97  edition
Instructions  for filling out the ENROLLMENT FORM 
1. Personal  Information


Your  retirement  income  starting  date is when  you  plan to  start  receiving
TIAA-CREF  retirement income. You can change it any time. If you do not select a
date or an age,

we will assume age 65 when preparing your benefit illustrations.

We are complying with a regulatory agency requirement in asking that you provide
the Existing Contracts  information in this section.

2. Your premium  allocation  You can allocate  premiums to the TIAA  Traditional
Annuity, the CREF Stock and Money Market accounts,  and to any of the other TIAA
and CREF  accounts  available  under your  employer's  retirement  plan.  Before
allocating money to any account (other than the TIAA Traditional Annuity) please
read the current prospectus. Premium allocations have to be in whole percentages
and total 100%.  

NOTE: TIAA limits transfers from the Real Estate Account to one
per calendar month. In the future, TIAA and CREF may restrict transfers from the
Real  Estate  Account  or from  any of the  CREF  accounts  to one per  calendar
quarter.  TIAA has the right to stop accepting  premiums




<PAGE>

and/or  transfers to the Real Estate Account. 

You can change your  allocation of future premiums  anytime.  If your allocation
does not total 100%, if it violates any plan limitations,  or if we receive your
premiums  before we receive your  enrollment  form,  any premiums will go to the
CREF Money Market Account. Upon receiving a valid allocation,  we will apply all
future  premiums  accordingly.  For  more  information,   please  see  the  CREF
prospectus.  

3. Your  designation of beneficiary  If you die before annuity  payments  start,
your  designated   beneficiary(ies)   will  receive  the  total  value  of  your
accumulations as a death benefit.  If no primary  beneficiary  lives longer than
you, death benefits will go to your contingent beneficiary(ies).  For example, a
married  person with children might name the spouse as primary  beneficiary  and
the children as contingent  beneficiaries.  

If you die before annuity  payments  start,  have not named a  beneficiary,  and
leave no spouse,  your estate receives the entire  accumulation.  If you leave a
spouse, he or she will receive 50% of the value of your accumulation  under each
certificate;  the remainder will be paid to your estate. 

If you do not have the date of birth and / or Social  Security number for one of
your beneficiaries, you can send in this form now and forward the information to
us later. The beneficiary  designations that you provide on this form will apply
only to this contract.  If you have other TIAA-CREF  contracts,  you may want to
make sure your beneficiary designations reflect your current intentions. For any
questions about naming your beneficiary(ies),  please call us at 1 800 842-2776.

Notice of Spouse's Right to Annuity Death Benefits 

Your employer's  tax-deferred annuity plan is subject to the Employee Retirement
Income Security Act of 1974 (ERISA).  Under ERISA,  your surviving  spouse has a
right to an  annuity  worth 50% of the  value of your  accumulation  under  each
certificate  at  your  date  of  death,  unless  your  spouse  consents  to  the
designation of another  primary  beneficiary.  To permit someone other than your
spouse to receive more than 50% of the annuity death  benefit,  your spouse must
sign the consent in Section 5 of the  enrollment  form. A spouse's  consent will
not be valid with respect to any different spouse you may have in the future. 

4. note: 
Please  read all  information  and sign  where  indicated. 



<PAGE>

5.  Waiver of spouse's right to a preretirement  survivor death benefit 

If you are  married  and  you  have  not  named  your  spouse  as  your  primary
beneficiary  for at least 50% of your annuity  death  benefits,  then by signing
this  enrollment  form, you are waiving your spouse's  right to a  preretirement
survivor  death benefit and your spouse must agree to this waiver by signing the
consent.  Generally,  you can make  this  waiver  only if you're at least 35. If
you're under 35, please contact your Benefits Office for more  information.  

You can revoke the waiver any time before your annuity  income  begins by naming
your  spouse as your  primary  beneficiary.  

Consent by Spouse

By signing  this  consent,  your  spouse is giving up all rights to receive  the
preretirement  survivor  benefit.  Your spouse cannot revoke consent once it has
been given.  Any survivor  benefits payable before annuity income payments begin
will be paid to the beneficiary(ies) you named. (Your spouse's signature must be
witnessed by your  employer's  plan  representative  or a notary  public.)  

CREF  certificates and interests in the TIAA Real Estate Account are distributed
by 
TIAA-CREF  Individual &  Institutional  Services.  
Standard GSRA (ERISA) 9/97
ENROLLMENT  FORM  for  TIAA  and  CREF  
GROUP  SUPPLEMENTAL  Retirement  Annuity CERTIFICATES 
Please type or print in ink and provide all information  requested. L 
1.  Personal  Information  
Last Name  First  Middle n Mr. n Mrs. n Ms. n Dr. n
Other Mailing  Address Street City State Zip Code
Daytime  Telephone  Number Sex Date of Birth  Social  Security 
Number  Spouse's  Name
( ) n M n F Mo.  Day Yr.
Employing Institution Campus/Branch Job Title/Position

         Existing  Contracts  Will these annuity  contracts  replace an existing
  annuity from another  company?  n
Yes   n No
         From what company?                                    Contract Number
         Your      Retirement      Income      Starting      Date      The      
first      day      of      (Month)
(Year)               , or at the age of     .
         2. Your Premium Allocation


<PAGE>




TIAA     TIAA     CREF     CREF    CREF     CREF     CREF     CREF    
CREF    CREF
         Traditional       Real Estate      Stock    Money Market  Social Choice
    Bond Market       Global
Equities Growth   Equity Index      Inflation-Linked Bond
                  %        %        %       %        %        %        %       
 %       %        %        =
100%
         3. Your Designation of Beneficiary
         Name(s) of Primary Beneficiary(ies)Relationship to You    Date of Birth
Social Security Number
         Name(s) of Contingent Beneficiary(ies)      Relationship to You      
Date of Birth    Social    Security Number
4. Premiums  must be remitted  under the terms of your  employer's  tax-deferred
annuity plan.
You cannot assign these  certificates.  The TIAA  certificate  allows loans,  if
provided for in your employer's  tax-deferred annuity plan. The CREF certificate
does not allow loans.  Distributions  before age 591/2, or before termination of
service,  may  be  prohibited,   limited,  and/or  subject  to  substantial  tax
penalties.  The TIAA  certificate may include a surrender  charge to be deducted
from any cash withdrawals, transfers from TIAA, and loan defaults. 

Your right to transfer  all or part of your TIAA and CREF  accumulations  may be
limited in accordance with your employer's plan. 

CREF  account  accumulations  and  benefit  payments,  and Real  Estate  Account
accumulations,  are variable and not  guaranteed;  they depend on the investment
performance of these accounts.

Under ERISA,  each  certificate  gives your spouse the right to an annuity worth
50% of the value of your  accumulations  at the date of your death.  Your spouse
must  consent  below to any  beneficiary  designation  that  doesn't  meet  this
requirement.

I have read and  understood  all  provisions  of this  enrollment  form.  I have
received a current CREF prospectus and a current Real Estate Account prospectus.

Signed Date 
5. Consent to Waiver of Spouse's Right to a Preretirement Survivor Death Benefit
If you have waived your spouse's right to a preretirement survivor
death benefit under ERISA by naming other  primary 
beneficiaries  for more than 50% of any death  benefit,  your spouse must  
consent to the waiver.
Consent by Spouse (must be witnessed)  



<PAGE>




With  this  consent I am  voluntarily  and  irrevocably  giving up my right to a
qualified preretirement survivor death benefit under ERISA. I recognize that any
preretirement death benefit payable under these certificates will be paid to the
beneficiaries as specified above.

Signed (Spouse)      Soc. Sec. No.      Date 
Notary or Plan Representative           Date 

If you would like to receive CREF's Statement of Additional  Information,  which
supplements the CREF  prospectus,  check here. n Code 
G10.3.2E  (10/95) 

For your  protection,  some states require a warning  against fraud to appear on
this form.  These states,  including  Colorado,  Kentucky,  New York,  and Ohio,
require a warning substantially similar to the following warning.

People  who  file
applications for insurance or statements of claim commit a fraudulent  insurance
act if they: 

o  knowingly do so with intent to injure, defraud, or deceive any insurance 
   company or another person;  and/or 

o  knowingly include in their  application  or statement of claim any materially
   false or  misleading information;  and/or 
o  knowingly conceal  information for the purpose of
misleading  concerning  any  fact  material  to  the  application  or  claim.

A fraudulent  insurance act is a crime, and penalties may include  imprisonment,
fines, denial of insurance, and civil damages.

New York residents, please note: 

Civil  penalties  shall not exceed  $5,000 and the stated value of the claim for
each such violation.

Colorado  residents,  please note: 
Any insurance  company or any agent of an insurance  company who knowingly
provides false, incomplete, or misleading facts or information to a policyholder
or to a claimant  for the purpose of  defrauding  or  attempting  to defraud the
policyholder  or the claimant  with regard to a settlement or award payable from
the insurance  proceeds shall be reported to the Colorado  Division of Insurance
within the Department of Regulatory  Agencies. 

(C) 1997 Teachers  Insurance and Annuity Association (Degree) College Retirement
Equities Fund

Printed on Recycled Paper


<PAGE>





Teachers Insurance and Annuity Association

College Retirement Equities Fund

730 Third Avenue
New York, NY 10017-3206
1 800 842-2733
212 490-9000

Standard GSRA (ERISA) 9/97


<PAGE>


ENROLLMENT FORM
For TIAA-CREF Group
Supplemental Retirement Annuity
Certificates
For Plans Covered By ERISA
IMPORTANT:  This enrollment form is for personal  tax-deferred savings only, 
not your institution's  basic retirement plan. 
It's Easy 
to 
Enroll 
Just complete the enrollment  form 
and  return it to your  benefits  office.  
Questions?  
Call our Enrollment  Hotline at 
1 800 842-2888 
8am - 11pm ET weekdays 
9/97 edition (FLA.)
Instructions  for filling out the ENROLLMENT FORM 
1. Personal  Information  

Your  retirement  income  starting  date is when  you  plan to  start  receiving
TIAA-CREF  retirement income. You can change it any time. If you do not select a
date or an age, we will assume age 65 when preparing your benefit illustrations.

We are complying with a regulatory agency requirement in asking that you provide
the Existing Contracts  information in this section. 
2. Your premium allocation
You can allocate  premiums to the TIAA Traditional  Annuity,  the CREF Stock and
Money Market accounts,  and to any of the other TIAA and CREF accounts available
under your employer's  retirement plan.  Before  allocating money to any account
(other than the TIAA  Traditional  Annuity) please read the current  prospectus.
Premium  allocations have to be in whole  percentages and total 100%.

NOTE:  TIAA limits  transfers  from the Real Estate  Account to one per calendar
month. In the future,  TIAA and CREF may restrict transfers from the Real Estate
Account or from any of the CREF accounts to one per calendar  quarter.  TIAA has
the  right to stop  accepting  premiums  and/or  transfers  to the  Real  Estate
Account. 



<PAGE>




You can change your  allocation of future premiums  anytime.  If your allocation
does not total 100%, if it violates any plan limitations,  or if we receive your
premiums  before we receive your  enrollment  form,  any premiums will go to the
CREF Money Market Account. Upon receiving a valid allocation,  we will apply all
future  premiums  accordingly.  For  more  information,   please  see  the  CREF
prospectus.  

3. Your  designation of beneficiary  If you die before annuity  payments  start,
your  designated   beneficiary(ies)   will  receive  the  total  value  of  your
accumulations as a death benefit.  If no primary  beneficiary  lives longer than
you, death benefits will go to your contingent beneficiary(ies).  For example, a
married  person with children might name the spouse as primary  beneficiary  and
the children as contingent  beneficiaries. 

If you die before annuity  payments  start,  have not named a  beneficiary,  and
leave no spouse,  your estate receives the entire  accumulation.  If you leave a
spouse, he or she will receive 50% of the value of your accumulation  under each
certificate;  the remainder will be paid to your estate.  If you do not have the
date of birth and / or Social Security number for one of your beneficiaries, you
can  send  in this  form  now and  forward  the  information  to us  later.  The
beneficiary  designations  that you provide on this form will apply only to this
contract. If you have other TIAA-CREF contracts,  you may want to make sure your
beneficiary  designations  reflect your current  intentions.  For any  questions
about naming your beneficiary(ies),  please call us at 1 800 842-2776. 

Notice of Spouse's Right to Annuity Death Benefits Your employer's  tax-deferred
annuity plan is subject to the Employee  Retirement  Income Security Act of 1974
(ERISA).  Under ERISA, your surviving spouse has a right to an annuity worth 50%
of the value of your accumulation  under each certificate at your date of death,
unless your spouse consents to the  designation of another primary  beneficiary.
To permit someone other than your spouse to receive more than 50% of the annuity
death benefit,  your spouse must sign the consent in Section 5 of the enrollment
form. A spouse's  consent will not be valid with respect to any different spouse
you may have in the future.  
4. note: 
Please read all information and sign where indicated. 
5. Waiver of spouse's right to a 



<PAGE>




preretirement  survivor  death benefit 
If you are married and you have not named
your spouse as your primary  beneficiary  for at least 50% of your annuity death
benefits,  then by signing this  enrollment  form, you are waiving your spouse's
right to a  preretirement  survivor  death benefit and your spouse must agree to
this waiver by signing the consent.  Generally, you can make this waiver only if
you're at least 35. If you're under 35, please contact your Benefits  Office for
more information. 

You can revoke the waiver any time before your annuity  income  begins by naming
your spouse as your primary beneficiary.

Consent by Spouse 

By signing  this  consent,  your  spouse is giving up all rights to receive  the
preretirement  survivor  benefit.  Your spouse cannot revoke consent once it has
been given.  Any survivor  benefits payable before annuity income payments begin
will be paid to the beneficiary(ies) you named. (Your spouse's signature must be
witnessed by your  employer's  plan  representative  or a notary  public.)  

CREF  certificates and interests in the TIAA Real Estate Account are distributed
by TIAA-CREF  Individual &  Institutional  Services. 

Standard  GSRA  (ERISA)  9/97  FLA. 
ENROLLMENT  FORM for  TIAA  and CREF  
GROUP SUPPLEMENTAL  Retirement  Annuity  CERTIFICATES  
Please type or print in ink and provide all information  requested.  L 
1. Personal  Information  
Last Name First  Middle n Mr. n Mrs. n Ms. n Dr. n Other
Mailing  Address  Street City State Zip Code
Daytime  Telephone Number Sex Date of Birth Social Security Number Spouse's
Name  (  ) n  M  n  F  Mo.  Day  Yr.  Employing  Institution  Campus/Branch  Job
Title/Position

         Existing  Contracts  Will these annuity  contracts  replace an existing
  annuity from another  company?  n
Yes   n No
         From what company?                                      Contract Number
         Your      Retirement      Income      Starting      Date      The      
first      day      of      (Month)
(Year)               , or at the age of     .
         2. Your Premium Allocation
         TIAA     TIAA     CREF     CREF    CREF     CREF     CREF     CREF    
CREF    CREF
         Traditional       Real Estate      Stock    Money Market  Social Choice
Bond Market       Global Equities Growth   Equity 



<PAGE>




Index      Inflation-Linked Bond
                  %        %        %       %        %        %        %       
%       %        %        =
100%
         3. Your Designation of Beneficiary
         Name(s) of Primary Beneficiary(ies)Relationship to You    Date of Birth
    Social Security Number
         Name(s) of Contingent Beneficiary(ies)      Relationship to You       
Date of Birth    Social    Security
Number
4. Premiums  must be remitted  under the terms of your  employer's  tax-deferred
annuity plan.
You cannot assign these  certificates.  The TIAA  certificate  allows loans,  if
provided for in your employer's  tax-deferred annuity plan. The CREF certificate
does not allow loans.  Distributions  before age 591/2, or before termination of
service,  may  be  prohibited,   limited,  and/or  subject  to  substantial  tax
penalties.  The TIAA  certificate may include a surrender  charge to be deducted
from any cash withdrawals, transfers from TIAA, and loan defaults.

Your right to transfer  all or part of your TIAA and CREF  accumulations  may be
limited in accordance with your employer's plan. 

CREF  account  accumulations  and  benefit  payments,  and Real  Estate  Account
accumulations,  are variable and not  guaranteed;  they depend on the investment
performance of these accounts.  

Under ERISA,  each  certificate  gives your spouse the right to an annuity worth
50% of the value of your  accumulations  at the date of your death.  Your spouse
must  consent  below to any  beneficiary  designation  that  doesn't  meet  this
requirement.

I have read and  understood  all  provisions  of this  enrollment  form.  I have
received a current CREF prospectus and a current Real Estate Account prospectus.

Signed               Date
5. Consent to Waiver of Spouse's Right to a  Preretirement  Survivor
Death Benefit

If you have waived your spouse's right to a preretirement survivor death benefit
under ERISA by naming other primary beneficiaries for more than 50% of any death
benefit, your spouse must consent to the waiver.

Consent by Spouse (must be  witnessed)  
With  this  consent I am  voluntarily  and  irrevocably  giving up my right to a
qualified preretirement survivor death benefit under ERISA. I recognize that any
preretirement death benefit



<PAGE>



payable under these  certificates will be paid to the beneficiaries as specified
above. 
Signed  (Spouse) Soc. Sec. No.     Date
Notary or Plan  Representative     Date
Signature  of Florida  Licensed  Agent 
LIC.  NO.  593282667 
If you would like to receive CREF's Statement of Additional  Information,  which
 supplements the CREF  prospectus,  check here. n Code  
G10.3.2E  (10/95) FLA. 

Any person who  knowingly  and with  intent to injure,  defraud,  or deceive any
insurer  files a  statement  of claim or an  application  containing  any false,
incomplete,  or  misleading  information,  is  guilty  of a felony  of the third
degree.

(C) 1997  Teachers Insurance and Annuity  Association  (Degree)  College  
Retirement  Equities Fund 

Printed on Recycled Paper

Teachers Insurance and Annuity Association

College Retirement Equities Fund

730 Third Avenue
New York, NY 10017-3206
1 800 842-2733
212 490-9000

Standard GSRA (ERISA) 9/97 FLA.
<PAGE>

ENROLLMENT FORM
For TIAA-CREF Group
Supplemental Retirement Annuity
Certificates
For Plans Covered By ERISA
IMPORTANT:  This enrollment form is for personal  tax-deferred savings only,
not your institution's  basic retirement plan.
It's Easy
to 
Enroll 
Just complete the enrollment  form 
and  return it to your  benefits  office.  
Questions?  
Call our
Enrollment  Hotline at 
1 800 842-2888 
8am - 11pm ET weekdays  
9/97 edition (CA)
Instructions  for filling out the ENROLLMENT FORM 
1. Personal  Information 

Your  retirement  income  starting  date is when  you  plan to  start  receiving
TIAA-CREF  retirement income. You can change it any time. If you do not select a
date or an age, we will assume age 65 when preparing your benefit illustrations.

We are complying with a regulatory agency requirement in asking that you provide
the Existing Contracts  information in this section.  

2. Your premium  allocation  You can allocate  premiums to the TIAA  Traditional
Annuity, the CREF Stock and Money Market accounts,  and to any of the other CREF
accounts  available under your employer's  retirement  plan.  Before  allocating
money to any account (other than the TIAA  Traditional  Annuity) please read the
current  prospectus.  Premium  allocations  have to be in whole  percentages and
total 100%.

NOTE: In the future,  CREF may restrict  transfers from any of the CREF accounts
to one per calendar  quarter. 

You can change your  allocation of future premiums  anytime.  If your allocation
does not total 100%, if it violates any plan limitations,  or if we receive your
premiums before we receive your enrollment form,



<PAGE>




any premiums will go to the CREF Money Market  Account.  Upon receiving a
valid  allocation,  we will  apply all  future  premiums  accordingly.  For more
information,  please see the CREF prospectus.  

CALIFORNIA RESIDENTS PLEASE NOTE:
These annuity certificates are issued in California,  where the TIAA Real Estate
Account is not available.  California residents cannot allocate to this account.

3. Your  designation of beneficiary  

If you die before annuity payments start, your designated  beneficiary(ies) will
receive the total value of your accumulations as a death benefit.  If no primary
beneficiary  lives longer than you,  death  benefits will go to your  contingent
beneficiary(ies).  For example,  a married  person with children  might name the
spouse as primary beneficiary and the children as contingent beneficiaries.

If you die before annuity  payments  start,  have not named a  beneficiary,  and
leave no spouse,  your estate receives the entire  accumulation.  If you leave a
spouse, he or she will receive 50% of the value of your accumulation  under each
certificate;  the remainder will be paid to your estate. 

If you do not have the date of birth and / or Social  Security number for one of
your beneficiaries, you can send in this form now and forward the information to
us later. The beneficiary  designations that you provide on this form will apply
only to this contract.  If you have other TIAA-CREF  contracts,  you may want to
make sure your beneficiary designations reflect your current intentions. For any
questions about naming your beneficiary(ies), please call us at 1 800 842-2776.

Notice of Spouse's Right to Annuity Death Benefits 

Your employer's  tax-deferred annuity plan is subject to the Employee Retirement
Income Security Act of 1974 (ERISA).  Under ERISA,  your surviving  spouse has a
right to an  annuity  worth 50% of the  value of your  accumulation  under  each
certificate  at  your  date  of  death,  unless  your  spouse  consents  to  the
designation of another  primary  beneficiary.  To permit someone other than your
spouse to receive more than 50% of the annuity death  benefit,  your spouse must
sign the consent in Section 5 of the  enrollment  form. A spouse's  consent will
not be valid with respect to any different spouse you may have in the future. 

4. note:
Please  read all  information  and sign  where  indicated.  

5. Waiver of spouse's right to a 



<PAGE>




preretirement survivor death benefit 

If you are  married  and  you  have  not  named  your  spouse  as  your  primary
beneficiary  for at least 50% of your annuity  death  benefits,  then by signing
this  enrollment  form, you are waiving your spouse's  right to a  preretirement
survivor  death benefit and your spouse must agree to this waiver by signing the
consent.  Generally,  you can make  this  waiver  only if you're at least 35. If
you're under 35, please contact your Benefits Office for more  information. 

You can revoke the waiver any time before your annuity  income  begins by naming
your  spouse as your  primary  beneficiary.  

Consent by Spouse 

By  signing  this
consent,  your  spouse is giving up all  rights  to  receive  the  preretirement
survivor benefit.  Your spouse cannot revoke consent once it has been given. Any
survivor  benefits  payable before annuity income payments begin will be paid to
the  beneficiary(ies)  you named.  (Your spouse's signature must be witnessed by
your employer's plan  representative  or a notary public.) 

CREF certificates are
distributed  by TIAA-CREF  Individual &  Institutional  Services.  

Standard GSRA (ERISA) 9/97 CA 
ENROLLMENT FORM for TIAA and CREF 
GROUP SUPPLEMENTAL  Retirement Annuity  CERTIFICATES  
Please type or print in ink and  provide all  information requested. L

1. Personal Information 
Last Name First Middle n Mr. n Mrs. n Ms. n   Dr. n Other 
Mailing Address Street City State Zip Code
Daytime  Telephone Number Sex Date of Birth Social  Security  Number 
Spouse's Name ( ) n M n F Mo. Day Yr.
Employing Institution Campus/Branch Job Title/Position

         Existing  Contracts  Will these annuity  contracts  replace an existing
annuity from another  company?  n
Yes   n No
         From what company?                                     Contract Number
         Your      Retirement      Income      Starting      Date      The     
first      day      of      (Month)
(Year)               , or at the age of     .
         2. Your Premium Allocation
         TIAA     TIAA     CREF     CREF    CREF     CREF     CREF     CREF   
CREF    CREF
         Traditional       Real Estate      Stock    Money Market



<PAGE>



Social Choice    Bond Market       Global     Equities Growth   Equity Index
Inflation-Linked Bond
                  %        N/A      %       %        %        %        %       
%       %        %        %
=        100%
         3. Your Designation of Beneficiary
         Name(s) of Primary Beneficiary(ies)Relationship to You    Date of Birth
Social Security Number
         Name(s) of Contingent Beneficiary(ies)      Relationship to You       
Date of Birth    Social    Security
Number
4. Premiums  must be remitted  under the terms of your  employer's  tax-deferred
annuity plan.
You cannot assign these  certificates.  The TIAA  certificate  allows loans,  if
provided for in your employer's  tax-deferred annuity plan. The CREF certificate
does not allow loans.  Distributions  before age 591/2, or before termination of
service,  may  be  prohibited,   limited,  and/or  subject  to  substantial  tax
penalties.  The TIAA  certificate may include a surrender  charge to be deducted
from any cash withdrawals, transfers from TIAA, and loan defaults.

Your right to transfer  all or part of your TIAA and CREF  accumulations  may be
limited in accordance with your employer's plan. 

CREF account  accumulations and
benefit payments,  and Real Estate Account  accumulations,  are variable and not
guaranteed;  they depend on the investment performance of these accounts.  

Under
ERISA,  each certificate  gives your spouse the right to an annuity worth 50% of
the value of your  accumulations  at the date of your  death.  Your  spouse must
consent below to any beneficiary designation that doesn't meet this requirement.

I have read and  understood  all  provisions  of this  enrollment  form.  I have
received a current CREF prospectus and a current Real Estate Account prospectus.

Signed Date 
5. Consent to Waiver of Spouse's Right to a  Preretirement  Survivor
Death Benefit 
If you have waived your spouse's right to a preretirement survivor
death benefit under ERISA by naming other  primary  beneficiaries  for more than
50% of any death  benefit,  your spouse must  consent to the waiver.

Consent by Spouse (must be witnessed)  
With this consent I am voluntarily  and  irrevocably giving up my right to a 
qualified  preretirement  survivor  death  benefit



<PAGE>




under ERISA.  I recognize  that any  preretirement  death benefit  payable under
these certificates will be paid to the beneficiaries as specified above.  

Signed (Spouse) Soc. Sec. No.     Date 
Notary or Plan Representative     Date 
If you would like to receive CREF's  Statement of Additional  Information, which
supplements the CREF  prospectus,  check  here.  n Code 
G10.3.2E  (10/95) CA 
(C) 1997  Teachers Insurance and Annuity Association (Degree) College Retirement
Equities Fund

Printed on Recycled Paper

Teachers Insurance and Annuity Association

College Retirement Equities Fund

730 Third Avenue
New York, NY 10017-3206
1 800 842-2733
212 490-9000

Standard GSRA (ERISA) 9/97 CA

<PAGE>

                                                 File: CASRAE.TXT

APPLICATION
For TIAA-CREF Supplemental
Retirement Annuity Contracts
For Plans Covered By ERISA

IMPORTANT:  This application is for personal tax-deferred savings only, not your
institution's  basic  retirement  plan.  It's Easy to Enroll Just  complete  the
application  and  return  it  to  your  benefits  office.  Questions?  Call  our
Enrollment  Hotline at 1 800 842-2888  8am - 11pm ET weekdays  9/97 edition (CA)

Instructions for filling out the application

1. Personal Information

Your  retirement  income  starting  date is when  you  plan to  start  receiving
TIAA-CREF  retirement income. You can change it any time. If you do not select a
date or an age, we will assume age 65 when preparing your benefit illustrations.
We are complying with a regulatory agency requirement in asking that you provide
the Existing Contracts information in this section.

2. Your premium allocation 

You can allocate  premiums to the TIAA Traditional  Annuity,  the CREF Stock and
Money Market  accounts,  and to any of the other CREF accounts  available  under
your employer's  retirement plan.  Before allocating money to any account (other
than the TIAA Traditional  Annuity) please read the current prospectus.  Premium
allocations have to be in whole percentages and total 100%.

NOTE: In the future,  CREF may restrict  transfers from any of the CREF accounts
to one per calendar  quarter.  You can change your allocation of future premiums
anytime.  If your allocation does not total 100%, or if we receive your premiums
before we  receive  your  application,  any  premiums  will go to the CREF Money
Market  Account.  Upon  receiving a valid  allocation,  we will apply all future
premiums accordingly. For more information, please see the CREF prospectus.


<PAGE>

CALIFORNIA  RESIDENTS  PLEASE  NOTE:  These  annuity  contracts  are  issued  in
California,  where the TIAA Real  Estate  Account is not  available.  California
residents cannot allocate to this account.

3. Your  designation of beneficiary 

If you die before annuity payments start, your designated  beneficiary(ies) will
receive the total value of your accumulations as a death benefit.  If no primary
beneficiary  lives longer than you,  death  benefits will go to your  contingent
beneficiary(ies).  For example,  a married  person with children  might name the
spouse as primary beneficiary and the children as contingent beneficiaries.

If you die before annuity  payments  start,  have not named a  beneficiary,  and
leave no spouse,  your estate receives the entire  accumulation.  If you leave a
spouse, he or she will receive 50% of the value of your accumulation  under each
contract; the remainder will be paid to your estate.

If you do not have the date of birth and / or Social  Security number for one of
your beneficiaries, you can send in this form now and forward the information to
us later. The beneficiary  designations that you provide on this form will apply
only to this contract.  If you have other TIAA-CREF  contracts,  you may want to
make sure your beneficiary designations reflect your current intentions. For any
questions about naming your beneficiary(ies), please call us at 1 800 842-2776.

Notice of Spouse's  Right to Annuity Death  Benefits

Your employer's  tax-deferred annuity plan is subject to the Employee Retirement
Income Security Act of 1974 (ERISA).  Under ERISA,  your surviving  spouse has a
right to an  annuity  worth 50% of the  value of your  accumulation  under  each
contract at your date of death,  unless your spouse  consents to the designation
of another  primary  beneficiary.  To permit  someone  other than your spouse to
receive more than 50% of the annuity  death  benefit,  your spouse must sign the
consent in Section 5 of the  application.  A spouse's  consent will not be valid
with respect to any different spouse you may have in the future. 

4. NOTE: Please read all information and sign where indicated.

5. Waiver of spouse's right to a preretirement survivor death benefit
<PAGE>

If you are  married  and  you  have  not  named  your  spouse  as  your  primary
beneficiary  for at least 50% of your annuity  death  benefits,  then by signing
this  application,  you are  waiving  your  spouse's  right  to a  preretirement
survivor  death benefit and your spouse must agree to this waiver by signing the
consent.  Generally,  you can make  this  waiver  only if you're at least 35. If
you're under 35, please contact your Benefits Office for more information.

You can revoke the waiver any time before your annuity  income  begins by naming
your  spouse as your  primary  beneficiary.  Consent by Spouse By  signing  this
consent,  your  spouse is giving up all  rights  to  receive  the  preretirement
survivor benefit.  Your spouse cannot revoke consent once it has been given. Any
survivor  benefits  payable before annuity income payments begin will be paid to
the  beneficiary(ies)  you named.  (Your spouse's signature must be witnessed by
your employer's plan representative or a notary public.)

CREF  certificates  are  distributed  by TIAA-CREF  Individual  &  Institutional
Services.   Standard  SRA  (ERISA)  9/97  CA  Application   for  TIAA  and  CREF
SUPPLEMENTAL Retirement Annuity Contracts

Please type or print in ink and provide all information requested. K

1. Personal Information

Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other Mailing  Address  Street
City State Zip Code Daytime  Telephone  Number Sex Date of Birth Social Security
Number Spouse's Name ( ) n M n F Mo. Day Yr. Employing Institution Campus/Branch
Job Title/Position

Existing Contracts Will these annuity contracts replace an existing annuity from
another company?  n Yes n No From what company?  Contract Number Your Retirement
Income Starting Date The first day of (Month) (Year) , or at the age of .

2. Your Premium Allocation

TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF  Traditional Real Estate Stock
Money Market  Social  Choice Bond Market  Global  Equities  Growth  Equity Index
Inflation-Linked Bond % N/A % % % % % % % % % = 100%


<PAGE>

3. Your Designation of Beneficiary

Name(s) of Primary  Beneficiary(ies)  Relationship  to You Date of Birth  Social
Security Number Name(s) of Contingent Beneficiary(ies)  Relationship to You Date
of Birth Social Security Number

4. You cannot assign or take loans from these  contracts.  Distributions  before
age 59 1/2, or before termination of service, may be prohibited, limited, and/or
subject to substantial tax penalties.

Premiums  must be  remitted  under  the  terms of your  employer's  tax-deferred
annuity plan.

CREF  account  accumulations  and  benefit  payments,  and Real  Estate  Account
accumulations,  are variable and not  guaranteed;  they depend on the investment
performance of these accounts.

Under ERISA,  each contract  gives your spouse the right to an annuity worth 50%
of the value of your  accumulations at the date of your death.  Your spouse must
consent below to any beneficiary designation that doesn't meet this requirement.

I have read and understood all provisions of this application. I have received a
current CREF prospectus and a current Real Estate Account prospectus.
         Signed                             Date

5. Consent to Waiver of Spouse's Right to a Preretirement Survivor Death Benefit

If you have waived your spouse's right to a preretirement survivor death benefit
under ERISA by naming other primary beneficiaries for more than 50% of any death
benefit,  your spouse must  consent to the  waiver.  Consent by Spouse  (must be
witnessed) With this consent I am voluntarily and irrevocably giving up my right
to a qualified  preretirement  survivor  death benefit under ERISA.  I recognize
that any preretirement  death benefit payable under these contracts will be paid
to the beneficiaries as specified above.

         Signed (Spouse)   Soc. Sec. No.    Date
         Notary or Plan Representative   Date

If you would like to receive CREF's Statement of Additional  Information,  which
supplements the CREF prospectus, check here. n

                                            Code
1210.2.3E (10/95)  CA
(C) 1997 Teachers Insurance and Annuity Association  o   College Retirement 
    Equities Fund

Printed on Recycled Paper

Teachers Insurance and Annuity Association

College Retirement Equities Fund

730 Third Avenue
New York, NY 10017-3206
1 800 842-2733
212 490-9000

Standard SRA (ERISA) 9/97 CA




                                                 File: FLGSRAN.TXT

ENROLLMENT FORM
For TIAA-CREF Group
Supplemental Retirement Annuity
Certificates

For Plans Not Covered By ERISA

IMPORTANT:  This enrollment form is for personal  tax-deferred savings only, not
your institution's  basic retirement plan. It's Easy to Enroll Just complete the
enrollment  form and  return it to your  benefits  office.  Questions?  Call our
Enrollment  Hotline at 1 800 842-2888 8am - 11pm ET weekdays 9/97 edition (FLA.)

Instructions  for filling out the ENROLLMENT FORM

1. Personal  Information  

Your  retirement  income  starting  date is when  you  plan to  start  receiving
TIAA-CREF  retirement income. You can change it any time. If you do not select a
date or an age, we will assume age 65 when preparing your benefit illustrations.
We are complying with a regulatory agency requirement in asking that you provide
the Existing Contracts  information in this section.  

2. Your premium allocation

You can allocate  premiums to the TIAA Traditional  Annuity,  the CREF Stock and
Money Market accounts,  and to any of the other TIAA and CREF accounts available
under your employer's  retirement plan.  Before  allocating money to any account
(other than the TIAA  Traditional  Annuity) please read the current  prospectus.
Premium allocations have to be in whole percentages and total 100%.

NOTE: 

TIAA limits transfers from the Real Estate Account to one per calendar month. In
the future, TIAA and CREF may restrict transfers from the Real Estate Account or
from any of the CREF accounts to one per calendar quarter. TIAA has the right to
stop accepting  premiums and/or  transfers to the Real Estate  Account.  You can
change your allocation of future premiums  anytime.  If your allocation does not
total 100%, if it violates any plan limitations,  or if we receive your premiums
before we receive your  enrollment  form, any premiums will go to the CREF Money
Market  Account.  Upon  receiving a valid  allocation,  we will apply all future
premiums accordingly. For more information, please see the CREF prospectus.

3. Your designation of beneficiary

If you die before annuity payments start, your designated  beneficiary(ies) will
receive the total value of your accumulations as a death benefit.  If no primary
beneficiary  lives longer than you,  death  benefits will go to your  contingent
beneficiary(ies).  For example,  a married  person with children  might name the
spouse as primary beneficiary and the children as contingent  beneficiaries.  If
you die before annuity payments start,  have not named a beneficiary,  and leave
no spouse, your estate receives the entire accumulation.  If you leave a spouse,
he or she  will  receive  50% of the  value  of  your  accumulation  under  each
certificate;  the remainder will be paid to your estate.  If you do not have the
date of birth and / or Social Security number for one of your beneficiaries, you
can  send  in this  form  now and  forward  the  information  to us  later.  The
beneficiary  designations  that you provide on this form will apply only to this
contract. If you have other TIAA-CREF contracts,  you may want to make sure your
beneficiary  designations  reflect your current  intentions.  For any  questions
about naming your beneficiary(ies), please call us at 1 800 842-2776.

4. note:  

Please read all  information and sign where  indicated.  

CREF  certificates and interests in the TIAA Real Estate Account are distributed
by TIAA-CREF Individual & Institutional Services. Standard GSRA (Non-ERISA) 9/97
FLA.

ENROLLMENT  FORM  for  TIAA  and  CREF  GROUP  SUPPLEMENTAL  Retirement  Annuity
CERTIFICATES  (FOR PLANS NOT  COVERED BY ERISA)  Please type or print in ink and
provide all information requested. L


<PAGE>

1. Personal  Information 

Last Name   First  Middle   [ ] Mr.[ ] Mrs.[ ] Ms.[ ] Dr.   [ ] Other __________

Mailing Address Street City State Zip Code

Daytime Telephone Number Sex Date of Birth Social Security Number  Spouse's Name
                         ( )[ ] M[ ] F Mo. Day Yr.  

Employing Institution             Campus/Branch               Job Title/Position

Existing Contracts Will these annuity contracts replace an existing annuity from
another  company?  [ ]  Yes[  ] No  From  what  company?  Contract  Number  Your
Retirement
Income Starting Date The first day of (Month) (Year) , or at the age of .

2. Your Premium Allocation

TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF

Traditional  Real Estate Stock Money  Market  Social  Choice Bond Market  Global
Equities Growth Equity Index Inflation-Linked Bond % % % % % % % % % % = 100%

3. Your Designation of Beneficiary

Name(s) of Primary  Beneficiary(ies)  Relationship  to You Date of Birth  Social
Security Number Name(s) of Contingent Beneficiary(ies)  Relationship to You Date
of Birth Social Security Number

4. This enrollment form is for certificates issued under a tax-deferred  annuity
plan not covered by the Employee Retirement Income Security Act of 1974 (ERISA).
Generally,  tax-deferred  annuity plans other than those of public  institutions
and certain churches are covered by ERISA. If you are employed at any time by an
employer whose tax-deferred annuity plan is covered by ERISA, your benefits from
contributions made under that plan will be subject to your spouse's rights. This
could affect your  beneficiary  designation if you have named someone other than
your spouse.

Premiums  must be  remitted  under  the  terms of your  employer's  tax-deferred
annuity plan.

You cannot assign these  certificates.  The TIAA  certificate  allows loans,  if
provided for in your employer's  tax-deferred annuity plan. The CREF certificate
does not allow loans.  Distributions  before age 591/2, or before termination of
service,  may  be  prohibited,   limited,  and/or  subject  to  substantial  tax
penalties.   Your  right  to  transfer  all  or  part  of  your  TIAA  and  CREF
accumulations may be limited in accordance with your employer's plan.

The TIAA certificate may include a surrender charge to be deducted from any cash
withdrawals, transfers from TIAA, and loan defaults.

CREF  account  accumulations  and  benefit  payments,  and Real  Estate  Account
accumulations,  are variable and not  guaranteed;  they depend on the investment
performance of these accounts. I have read and understood all provisions of this
enrollment  form. I have received a current CREF  prospectus  and a current Real
Estate Account prospectus.
         Signed                             Date
         Signature of Florida Licensed Agent
         LIC. NO. 593282667

If you would like to receive CREF's Statement of Additional  Information,  which
supplements the CREF prospectus, check here. n

                                            Code
G10.3.2N (10/95) FLA.

<PAGE>

Any person who  knowingly  and with  intent to injure,  defraud,  or deceive any
insurer  files a  statement  of claim or an  application  containing  any false,
incomplete,  or  misleading  information,  is  guilty  of a felony  of the third
degree. 

(C) 1997  Teachers  Insurance  and  Annuity  Association  o  College  Retirement
Equities Fund

Printed on Recycled Paper

Teachers Insurance and Annuity Association

College Retirement Equities Fund

730 Third Avenue
New York, NY 10017-3206
1 800 842-2733
212 490-9000

Standard GSRA (Non-ERISA) 9/97 FLA.


<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
ENROLLMENT FORM
For TIAA-CREF Group
Supplemental Retirement Annuity
Certificates
For Plans Not Covered By ERISA
IMPORTANT:  This enrollment form is for personal  tax-deferred savings only, not
your institution's  basic retirement plan. It's Easy to Enroll Just complete the
enrollment  form and  return it to your  benefits  office.  Questions?  Call our
Enrollment  Hotline  at 1 800  842-2888  8am - 11pm  ET  weekdays  9/97  edition

Instructions  for filling out the ENROLLMENT FORM 

1. Personal  Information.  Your retirement income starting date is when you plan
to start receiving  TIAA-CREF  retirement income. You can change it any time. If
you do not select a date or an age,  we will assume age 65 when  preparing  your
benefit illustrations.  We are complying with a regulatory agency requirement in
asking that you provide the Existing Contracts information in this section.

2. Your premium  allocation.  You can allocate  premiums to the TIAA Traditional
Annuity, the CREF Stock and Money Market accounts,  and to any of the other TIAA
and CREF  accounts  available  under your  employer's  retirement  plan.  Before
allocating money to any account (other than the TIAA Traditional Annuity) please
read the current prospectus. Premium allocations have to be in whole percentages
and total 100%.  NOTE: TIAA limits transfers from the Real Estate Account to one
per calendar month. In the future, TIAA and CREF may restrict transfers from the
Real  Estate  Account  or from  any of the  CREF  accounts  to one per  calendar
quarter. TIAA has the right to stop accepting premiums



<PAGE>



and/or  transfers to the Real Estate Account.  You can change your allocation of
future premiums anytime.  If your allocation does not total 100%, if it violates
any plan  limitations,  or if we receive  your  premiums  before we receive your
enrollment  form,  any premiums will go to the CREF Money Market  Account.  Upon
receiving a valid allocation, we will apply all future premiums accordingly. For
more information, please see the CREF prospectus.

3. Your  designation of beneficiary  If you die before annuity  payments  start,
your  designated   beneficiary(ies)   will  receive  the  total  value  of  your
accumulations as a death benefit.  If no primary  beneficiary  lives longer than
you, death benefits will go to your contingent beneficiary(ies).  For example, a
married  person with children might name the spouse as primary  beneficiary  and
the children as contingent  beneficiaries.  If you die before  annuity  payments
start, have not named a beneficiary,  and leave no spouse,  your estate receives
the entire  accumulation.  If you leave a spouse,  he or she will receive 50% of
the value of your  accumulation  under each  certificate;  the remainder will be
paid to your  estate.  If you do not  have the  date of  birth  and / or  Social
Security number for one of your beneficiaries, you can send in this form now and
forward the  information  to us later.  The  beneficiary  designations  that you
provide  on this  form  will  apply  only to this  contract.  If you have  other
TIAA-CREF  contracts,  you may want to make sure your  beneficiary  designations
reflect  your  current   intentions.   For  any  questions   about  naming  your
beneficiary(ies),  please call us at 1 800  842-2776.  

4. note: Please read all information and sign where indicated. CREF certificates
and  interests  in the TIAA Real Estate  Account are  distributed  by  TIAA-CREF
Individual & Institutional  Services.  Standard GSRA (Non-ERISA) 9/97 ENROLLMENT
FORM for TIAA and CREF GROUP SUPPLEMENTAL  Retirement Annuity  CERTIFICATES (FOR
PLANS  NOT  COVERED  BY  ERISA)  Please  type or  print in ink and  provide  all
information  requested. L 1. Personal Information Last Name First Middle n Mr. n
Mrs. n Ms. n Dr. n Other





<PAGE>




Mailing  Address  Street  City State Zip Code  Daytime
Telephone  Number Sex Date of Birth Social Security Number Spouse's Name ( ) n M
n F Mo. Day Yr. Employing Institution Campus/Branch Job Title/Position
         Existing  Contracts  Will these annuity  contracts  replace an existing
annuity from another  company?  n
Yes   n No
         From what company?                                    Contract Number
         Your      Retirement      Income      Starting      Date      The      
first      day      of      (Month)
(Year)               , or at the age of     .

         2. Your Premium Allocation
         TIAA     TIAA     CREF     CREF    CREF     CREF     CREF     CREF     
CREF    CREF
         Traditional       Real Estate     Stock    Money Market   Social Choice
Bond Market       Global
Equities Growth   Equity Index      Inflation-Linked Bond
                  %        %        %       %        %        %        %     
   %       %        %        =
100%

         3. Your Designation of Beneficiary
         Name(s) of Primary Beneficiary(ies)Relationship to You    Date of Birth
Social Security Number
         Name(s) of Contingent Beneficiary(ies)      Relationship to You       
Date of Birth    Social    Security Number

4. This enrollment form is for certificates issued under a tax-deferred  annuity
plan not covered by the Employee Retirement Income Security Act of 1974 (ERISA).
Generally,  tax-deferred  annuity plans other than those of public  institutions
and certain churches are covered by ERISA. If you are employed at any time by an
employer whose tax-deferred annuity plan is covered by ERISA, your benefits from
contributions made under that plan will be subject to your spouse's rights. This
could affect your  beneficiary  designation if you have named someone other than
your  spouse.

Premiums  must be  remitted  under  the  terms of your  employer's  tax-deferred
annuity plan.

You cannot assign these  certificates.  The TIAA  certificate  allows loans,  if
provided for in your employer's  tax-deferred annuity plan. The CREF certificate
does not allow loans.  Distributions  before age 591/2, or before termination of
service,  may  be  prohibited,   limited,  and/or  subject  to  substantial  tax
penalties.

Your right to transfer  all or part of your TIAA and CREF  accumulations





<PAGE>




may be limited in accordance with your employer's plan. The TIAA certificate may
include a surrender charge to be deducted from any cash  withdrawals,  transfers
from TIAA, and loan defaults.  CREF account  accumulations and benefit payments,
and Real Estate Account  accumulations,  are variable and not  guaranteed;  they
depend  on the  investment  performance  of  these  accounts.  I have  read  and
understood  all  provisions of this  enrollment  form. I have received a current
CREF prospectus and a current Real Estate Account prospectus. 
Signed                Date
If you would like to receive CREF's Statement of Additional  Information,  which
supplements the CREF  prospectus,  check here. n 
Code
G10.3.2N  (10/95) 
For your  protection,  some states require a warning  against fraud to appear on
this form.  These states,  including  Colorado,  Kentucky,  New York,  and Ohio,
require a warning  substantially  similar to the following  warning.

People who file  applications  for  insurance  or  statements  of claim commit a
fraudulent insurance act if they: 
o  knowingly do so with intent to injure,  defraud, or deceive any insurance
   company or another person;  and/or
o  knowingly include in their  application  or  statement  of claim any  
   materially  false or misleading  information;  and/or 
o  knowingly conceal  information for the purpose of misleading  concerning  any
   fact material to the application or claim.
A fraudulent  insurance act is a crime, and penalties may include  imprisonment,
fines, denial of insurance, and civil damages. New York residents,  please note:
Civil  penalties  shall not exceed  $5,000 and the stated value of the claim for
each such violation.  Colorado residents,  please note:

Any  insurance  company  or any  agent of an  insurance  company  who  knowingly
provides false, incomplete, or misleading facts or information to a policyholder
or to a claimant  for the purpose of  defrauding  or  attempting  to defraud the
policyholder  or the claimant  with regard to a settlement or award payable from
the insurance  proceeds shall be reported to the Colorado  Division of Insurance
within the Department of Regulatory Agencies.

 (C)  1997  Teachers  Insurance  and  Annuity  Association  o  College 




<PAGE>




Retirement Equities Fund

Printed on Recycled Paper

Teachers Insurance and Annuity Association

College Retirement Equities Fund

730 Third Avenue
New York, NY 10017-3206
1 800 842-2733
212 490-9000

Standard GSRA (Non-ERISA) 9/97
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
ENROLLMENT FORM
For TIAA-CREF Group
Supplemental Retirement Annuity
Certificates
For Plans Not Covered By ERISA
IMPORTANT:  This enrollment form is for personal  tax-deferred savings 
only,
not your institution's  basic retirement plan.
It's Easy 
to 
Enroll 
Just complete the enrollment  form 
and  return it to your  benefits  office.  
Questions?  
Call our
Enrollment  Hotline at 
1 800 842-2888 
8am - 11pm ET weekdays 
9/97 edition (FLA.)
Instructions  for filling out the ENROLLMENT FORM 

1. Personal  Information  

Your  retirement  income  starting  date is when  you  plan to  start  receiving
TIAA-CREF  retirement income. You can change it any time. If you do not select a
date or an age, we will assume age 65 when preparing your benefit illustrations.

We are complying with a regulatory agency requirement in asking that you provide
the Existing Contracts information in this section.

2. Your premium  allocation.  You can allocate  premiums to the TIAA Traditional
Annuity, the CREF Stock and Money Market accounts,  and to any of the other TIAA
and CREF  accounts  available  under your  employer's  retirement  plan.  Before
allocating money to any account (other than the TIAA Traditional Annuity) please
read the current prospectus. Premium allocations have to be in whole percentages
and total 100%.

NOTE:  TIAA limits  transfers  from the Real Estate  Account to one per calendar
month. In the future,  TIAA and CREF may restrict transfers from the Real Estate
Account or from any of the CREF accounts to one per calendar  quarter.  TIAA has
the  right to stop  accepting  premiums  and/or  transfers  to the  Real  Estate
Account. 



<PAGE>



You can change your  allocation of future premiums  anytime.  If your allocation
does not total 100%, if it violates any plan limitations,  or if we receive your
premiums  before we receive your  enrollment  form,  any premiums will go to the
CREF Money Market Account. Upon receiving a valid allocation,  we will apply all
future  premiums  accordingly.  For  more  information,   please  see  the  CREF
prospectus.

3. Your  designation of beneficiary  If you die before annuity  payments  start,
your  designated   beneficiary(ies)   will  receive  the  total  value  of  your
accumulations as a death benefit.  If no primary  beneficiary  lives longer than
you, death benefits will go to your contingent beneficiary(ies).  For example, a
married  person with children might name the spouse as primary  beneficiary  and
the children as contingent  beneficiaries.  If you die before  annuity  payments
start, have not named a beneficiary,  and leave no spouse,  your estate receives
the entire  accumulation.  If you leave a spouse,  he or she will receive 50% of
the value of your  accumulation  under each  certificate;  the remainder will be
paid to your estate.

If you do not have the date of birth and / or Social  Security number for one of
your beneficiaries, you can send in this form now and forward the information to
us later. The beneficiary  designations that you provide on this form will apply
only to this contract.  If you have other TIAA-CREF  contracts,  you may want to
make sure your beneficiary designations reflect your current intentions. For any
questions about naming your beneficiary(ies), please call us at 1 800 842-2776.

4. note: 
Please read
all information and sign where indicated. 
CREF certificates and interests in the
TIAA Real Estate Account are distributed by TIAA-CREF Individual & Institutional
Services.
Standard GSRA (Non-ERISA) 9/97 FLA. 
ENROLLMENT FORM for TIAA and CREF
GROUP  SUPPLEMENTAL  Retirement  Annuity  CERTIFICATES 
(FOR PLANS NOT COVERED BY ERISA) 
Please type or print in ink and provide all information  requested.  L
1. Personal  Information 
Last Name  First  Middle n Mr. n Mrs. n Ms. n Dr. n Other
Mailing Address Street City State Zip Code
Daytime  Telephone Number Sex Date of       Birth Social  Security 
Number  Spouse's Name 




<PAGE>




( ) n M n F Mo. Day Yr.  Employing
Institution Campus/Branch Job Title/Position

         Existing  Contracts  Will these annuity  contracts  replace an existing
annuity from another  company?  n
Yes   n No
         From what company?                                    Contract Number
         Your      Retirement      Income      Starting      Date      The     
first      day      of      (Month)
(Year)               , or at the age of     .
         2. Your Premium Allocation
         TIAA     TIAA     CREF     CREF    CREF     CREF     CREF     CREF     
CREF    CREF
         Traditional       Real Estate      Stock    Money Market  Social Choice
    Bond Market       Global
Equities Growth   Equity Index      Inflation-Linked Bond
                  %        %        %       %        %        %        %     
%       %        %        =
100%
         3. Your Designation of Beneficiary
         Name(s) of Primary Beneficiary(ies)Relationship to You    Date of Birth
Social Security Number
         Name(s) of Contingent Beneficiary(ies)      Relationship to You     
Date of Birth    Social    Security  Number

4. This enrollment form is for certificates issued under a tax-deferred  annuity
plan not covered by the Employee Retirement Income Security Act of 1974 (ERISA).
Generally,  tax-deferred  annuity plans other than those of public  institutions
and certain churches are covered by ERISA. If you are employed at any time by an
employer whose tax-deferred annuity plan is covered by ERISA, your benefits from
contributions made under that plan will be subject to your spouse's rights. This
could affect your  beneficiary  designation if you have named someone other than
your  spouse.  

Premiums  must be  remitted  under  the  terms of your  employer's  tax-deferred
annuity plan.

You cannot assign these  certificates.  The TIAA  certificate  allows loans,  if
provided for in your employer's  tax-deferred annuity plan. The CREF certificate
does not allow loans.  Distributions  before age 591/2, or before termination of
service,  may  be  prohibited,   limited,  and/or  subject  to  substantial  tax
penalties.

Your right to transfer  all or part of your TIAA and CREF  accumulations  may be
limited in accordance with your employer's plan.

The TIAA certificate may include a surrender charge to be deducted from any cash
withdrawals, transfers from TIAA, and loan defaults.



<PAGE>




CREF  account  accumulations  and  benefit  payments,  and Real  Estate  Account
accumulations,  are variable and not  guaranteed;  they depend on the investment
performance of these accounts.

I have read and  understood  all  provisions  of this  enrollment  form.  I have
received a current CREF prospectus and a current Real Estate Account prospectus.


         Signed                             Date
         Signature of Florida Licensed Agent
         LIC. NO. 593282667
If you would like to receive CREF's  Statement of Additional Information,  which
supplements the CREF prospectus,
check here.   n
                                            Code
G10.3.2N (10/95) FLA.
Any person who  knowingly  and with  intent to injure,  defraud,  or deceive any
insurer  files a  statement  of claim or an  application  containing  any false,
incomplete, or misleading information, is guilty of a felony of the third
degree.
(C) 1997 Teachers Insurance and Annuity Association  (Degree) College Retirement
Equities Fund

Printed on Recycled Paper

Teachers Insurance and Annuity Association

College Retirement Equities Fund

730 Third Avenue
New York, NY 10017-3206
1 800 842-2733
212 490-9000

Standard GSRA (Non-ERISA) 9/97 FLA.
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

ENROLLMENT FORM
For TIAA-CREF Group
Supplemental Retirement Annuity
Certificates
For Plans Not Covered By ERISA
IMPORTANT:  This enrollment form is for personal  tax-deferred savings only,
not your institution's  basic retirement plan. 
It's Easy 
to 
Enroll
Just complete the enrollment  form 
and  return it to your  benefits  office.  
Questions? 
Call our Enrollment  Hotline at
1 800 842-2888  
8am - 11pm ET weekdays  
9/97 edition (CA)
Instructions  for filling out the ENROLLMENT FORM 
1. Personal  Information  

Your  retirement  income  starting  date is when  you  plan to  start  receiving
TIAA-CREF  retirement income. You can change it any time. If you do not select a
date or an age, we will assume age 65 when preparing your benefit illustrations.
We are complying with a regulatory agency requirement in asking that you provide
the Existing Contracts  information in this section.  

2. Your premium  allocation  You can allocate  premiums to the TIAA  Traditional
Annuity, the CREF Stock and Money Market accounts,  and to any of the other CREF
accounts  available under your employer's  retirement  plan.  Before  allocating
money to any account (other than the TIAA  Traditional  Annuity) please read the
current  prospectus.  Premium  allocations  have to be in whole  percentages and
total 100%. 

NOTE: In the future,  CREF may restrict  transfers from any of the CREF accounts
to one per calendar  quarter.  You can change your allocation of future premiums
anytime.  If your  allocation  does not  total  100%,  if it  violates  any plan
limitations,  or if we receive your



<PAGE>



premiums  before we receive your  enrollment  form,  any premiums will go to the
CREF Money Market Account. Upon receiving a valid allocation,  we will apply all
future  premiums  accordingly.  For  more  information,   please  see  the  CREF
prospectus.

CALIFORNIA  RESIDENTS  PLEASE NOTE:  These  annuity  certificates  are issued in
California,  where the TIAA Real  Estate  Account is not  available.  California
residents cannot allocate to this account.

3. Your  designation of beneficiary  If you die before annuity  payments  start,
your  designated   beneficiary(ies)   will  receive  the  total  value  of  your
accumulations as a death benefit.  If no primary  beneficiary  lives longer than
you, death benefits will go to your contingent beneficiary(ies).  For example, a
married  person with children might name the spouse as primary  beneficiary  and
the children as contingent  beneficiaries. 

If you die before  annuity  payments
start, have not named a beneficiary,  and leave no spouse,  your estate receives
the entire  accumulation.  If you leave a spouse,  he or she will receive 50% of
the value of your  accumulation  under each  certificate;  the remainder will be
paid to your  estate. 

 If you do not  have the  date of  birth  and / or  Social
Security number for one of your beneficiaries, you can send in this form now and
forward the  information  to us later.  The  beneficiary  designations  that you
provide  on this  form  will  apply  only to this  contract.  If you have  other
TIAA-CREF  contracts,  you may want to make sure your  beneficiary  designations
reflect  your  current   intentions.   For  any  questions   about  naming  your
beneficiary(ies),  please call us at 1 800  842-2776.

  4. note:  
Please read all information  and sign where  indicated. 
CREF  certificates  are  distributed by TIAA-CREF Individual & Institutional
Services. 
Standard GSRA (Non-ERISA) 9/97 CA
ENROLLMENT  FORM  for  TIAA  and  CREF
GROUP  SUPPLEMENTAL  Retirement  Annuity CERTIFICATES  
(FOR PLANS NOT  COVERED BY ERISA) 
Please type or print in ink and provide all information  requested.  L 
1. Personal  Information  
Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other  
Mailing  Address  Street City State Zip Code
Daytime  Telephone Number Sex Date of Birth Social Security 



<PAGE>

Number       Spouse's Name 
(  ) n  M  n  F  Mo.  Day  Yr.  Employing  Institution  Campus/Branch  Job
Title/Position

         Existing  Contracts  Will these annuity  contracts  replace an existing
annuity from another  company?  n
Yes   n No
         From what company?                                   Contract Number
         Your      Retirement      Income      Starting      Date      The     
first      day      of      (Month)
(Year)               , or at the age of     .
         2. Your Premium Allocation
         TIAA     TIAA     CREF     CREF    CREF     CREF     CREF     CREF    
CREF    CREF
         Traditional       Real Estate      Stock    Money Market  Social Choice
Bond Market       Global
Equities Growth   Equity Index      Inflation-Linked Bond
                  %        N/A      %       %        %        %        %       
%       %        %        %
=        100%
         3. Your Designation of Beneficiary
         Name(s) of Primary Beneficiary(ies)Relationship to You    Date of Birth
Social Security Number
         Name(s) of Contingent Beneficiary(ies)      Relationship to You       
Date of Birth    Social    Security Number
4. This enrollment form is for certificates issued under a tax-deferred  annuity
plan not covered by the Employee Retirement Income Security Act of 1974 (ERISA).
Generally,  tax-deferred  annuity plans other than those of public  institutions
and certain churches are covered by ERISA. If you are employed at any time by an
employer whose tax-deferred annuity plan is covered by ERISA, your benefits from
contributions made under that plan will be subject to your spouse's rights. This
could affect your  beneficiary  designation if you have named someone other than
your  spouse.  

Premiums  must be  remitted  under  the  terms of your  employer's  tax-deferred
annuity plan. 

You cannot assign these  certificates.  The TIAA  certificate  allows loans,  if
provided for in your employer's  tax-deferred annuity plan. The CREF certificate
does not allow loans.  Distributions  before age 591/2, or before termination of
service,  may  be  prohibited,   limited,  and/or  subject  to  substantial  tax
penalties.

Your right to transfer  all or part of your TIAA and CREF  accumulations  may be
limited in accordance with your employer's plan.

The TIAA certificate may include a surrender charge to be deducted 



<PAGE>



from any cash withdrawals,  transfers from TIAA, and loan defaults. CREF account
accumulations and benefit payments, and Real Estate Account  accumulations,  are
variable and not guaranteed;  they depend on the investment performance of these
accounts.  

I have read and  understood  all  provisions  of this  enrollment  form.  I have
received a current CREF prospectus and a current Real Estate Account prospectus.

Signed  Date If you  would  like  to  receive  CREF's  Statement  of  Additional
Information,  which supplements the CREF prospectus, check here. n Code 
G10.3.2N  (10/95) CA
(C) 1997 Teachers Insurance and Annuity Association   o   College
Retirement Equities Fund

Printed on Recycled Paper

Teachers Insurance and Annuity Association

College Retirement Equities Fund

730 Third Avenue
New York, NY 10017-3206
1 800 842-2733
212 490-9000

Standard GSRA (Non-ERISA) 9/97 CA



                           Exhibit no longer required




                                   ENROLLMENT
                                    FORM FOR
                                INSTITUTIONALLY
                                     OWNED
                                    TIAACREF
                                      GROUP
                                   RETIREMENT
                                     ANNUITY
                                  CERTIFICATES
                                      WITH
                                 DELAYED VESTING
FOR PLANS COVERED BY ERISA

Welcome to the TIAA-CREF
retirement system. If you have
any questions or would like
additional information, please
call our Enrollment Hotline
toll free at 1 800 842-2888.

- ------------------ 
 10/95 edition
- ------------------

[TIAA LOGO]
<PAGE>


INSTRUCTIONS FOR FILLING OUT THE ENROLLMENT FORM
- --------------------------------------------------------------------------------
1. > PERSONAL  INFORMATION

     In this enrollment  form, YOU and YOUR refer to the EMPLOYEE.  The EMPLOYER
     is the APPLICANT.

          Your  retirement  income  starting  date is  when  you  plan to  start
     receiving TLGACREF retirement income. You can change it any time. If you do
     not  select a date or an age,  we will  assume age 65 when  preparing  your
     benefit illustrations.

- --------------------------------------------------------------------------------

2. > YOUR PREMIUM  ALLOCATION

     You can allocate premiums to the TIAA Traditional  Annuity,  the CREF Stock
     and Money Market  accounts,  and to any of the other TIAA and CREF accounts
     available under your employer's retirement plan. Before allocating money to
     any  account  (other  than the TIAA  Traditional  Annuity)  please read the
     current prospectus. Premium allocations have to be in whole percentages and
     total 100%.

          You can change your  allocation  of future  premiums any time. If your
     allocation does not total 100%, if it violates any plan limitations,  or if
     we receive  your  premiums  before we receive  your  enrollment  form,  any
     premiums will go to the CREF Money Market  Account.  Upon receiving a valid
     allocation,  we will  apply  all  future  premiums  accordingly.  For  more
     information, please see the CREF prospectus.

- --------------------------------------------------------------------------------

3. > YOUR  DESIGNATION OF BENEFICIARY

     If you die before annuity payments start, your designated  beneficiary(ies)
     will  receive  the death  benefit,  if any,  specified  by your  employer's
     retirement  plan,  payable  from  the  certificates'  accumulations.  If no
     primary  beneficiary  lives longer than you, any death benefit payable will
     go to your contingent beneficiary(ies).  For example, a married person with
     children might name the spouse as primary  beneficiary  and the children as
     contingent  beneficiaries.  Unless you tell us  differently or unless state
     law provides otherwise,  we consider your "children" as your offspring from
     all your marriages, and any persons you've adopted.

          If  you  die  before  annuity   payments  start,   have  not  named  a
     beneficiary,  and leave no spouse,  your estate  receives any death benefit
     payable.  If you leave a spouse, he or she will receive 50% of the value of
     any death benefit  payable under each  certificate;  the remainder  will be
     paid to your estate.

          If you have questions about naming your beneficiary(ies),  please call
     us toll free at 1 800 8422776.

- --------------------------------------------------------------------------------

     NOTICE OF SPOUSE'S RIGHT TO ANNUITY DEATH BENEFITS

     Your  employer's  retirement  plan is  subject to the  Employee  Retirement
     Income Security Act of 1974 (ERISA). Under ERISA, your surviving spouse has
     a right to an annuity worth 50% of the death  benefit,  if any,  under each
     certificate,  unless your spouse  consents  to the  designation  of another
     primary  beneficiary.  To permit  someone other than your spouse to receive
     more than 50% of the annuity death  benefit,  if any, your spouse must sign
     the consent in Section 5 of the  enrollment  form. A spouse's  consent will
     not be valid  with  respect  to any  different  spouse  you may have in the
     future.
- --------------------------------------------------------------------------------
4. > NOTE:
     Please read all information and sign where indicated.
- --------------------------------------------------------------------------------

5. > WAIVER OF SPOUSE'S RIGHT TO A
     PRERETIREMENT  SURVIVOR DEATH BENEFIT

     If you are  married  and you have not named  your  spouse  as your  primary
     beneficiary for at least 50% of the annuity death benefit,  if any, then by
     signing this  enrollment  form,  you are waiving your  spouse's  right to a
     preretirement  survivor  death  benefit  and your spouse must agree to this
     waiver by signing the consent.  Generally, you can make this waiver only if
     you're at least  35. If you're  under  35,  please  contact  your  Benefits
     Offfice for more information.

          You can revoke the waiver any time before your annuity  income  begins
     by naming your spouse as your primary beneficiary.

     CONSENT BY SPOUSE

     By signing this consent, your spouse is giving up all rights to receive the
     preretirement  survivor benefit,  if any. Your spouse cannot revoke consent
     once it has been given.  Any survivor benefit payable before annuity income
     payments  begin  will be  paid to the  beneficiary(ies)  you  named.  (Your
     spouse's signature must be witnessed by your employer's plan representative
     or a notary public.)


Please detach here and keep instructions for your reference.^


<PAGE>

ENROLLMENT FORM FOR INSTITUTIONALLY OWNED TIAA AND CREF
GROUP RETIREMENT ANNUITY CERTIFICATES  WITH DELAYED  VESTING
PLEASE TYPE OR PRINT IN INK AND PROVIDE ALL INFORMATION REQUESTED.          GV

1. >    PERSONAL INFORMATION

        Last Name     First         Middle  | [ ]Mr. [ ]Mrs.  [ ]Ms.   [ ] Other
        ------------------------------------------------------------------------

        Mailing Address Street  City            State   Zip Code
        ------------------------------------------------------------------------

        Daytime Telephone Number | Sex [ ]M  [ ]F 
        Date of Birth | ( ) |   Mo.     Day       Yr.
        Social Security Number   | Spouse's Name

        ------------------------------------------------------------------------

        Employing Institution   | Campus/Branch | Job Title/Position

        ------------------------------------------------------------------------

YOUR RETIREMENT INCOME STARTING DATE  The first day of (Month)    (Year)       ,
or at the age of

2. >    YOUR PREMIUM ALLOCATION
<TABLE>
<CAPTION>
        TIAA         TIAA            CREF    CREF         CREF            CREF             CREF             CREF      CREF
<S>     <C>          <C>             <C>     <C>          <C>             <C>              <C>             <C>       <C>
        Traditional  Real Estate     Stock   Money Market Social Choice   Bond Market      Global Equities Growth    Equity lndex
        Annuity      Account Account Account Account      Account         Account Account  Account
                 %                 %                    %                 %               %               %       %        % = 100%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
3. >    YOUR DESIGNATION OF BENEFICIARY

<TABLE>
<CAPTION>
<S>                                     <C>                      <C>             <C>
Name(s) of Primary Beneficiary(ies)     Relationship to You      Date of Birth   Social Security Number
- ------------------------------------------------------------------------------------------------------------------------------------

Name(s) of Contingent Beneficiary(ies)  Relationship to You      Date of Birth   Social Security Number
</TABLE>

4. > Subject to the terms of your  employer's  retirement  plan,  your  employer
exercises  all rights under your annuity  certificates  until you become  vested
under the plan. Afterward, you exercise these rights yourself.

     You cannot  assign or take loans  from  these  certificates.  Distributions
before age 59 1/2, or before termination of service, may be prohibited, limited,
and/or  subject to  substantial  tax  penalties.  Your TIAA  certificate  allows
transfers  to CREF from your  Traditional  Annuity  accumulation over a ten year
period and from your Real Estate  Account  accumulation  in a single  sum.  Cash
withdrawals from your Traditional Annuity accumulation are allowed, if permitted
by your  employer's  retirement  plan and  subject to a surrender  charge,  only
within 120 days after  termination  of  employment.  Your CREF  certificate  may
limit,  in accordance with the terms of your  employer's  retirement  plan, cash
withdrawals,  transfers  among the CREF  accounts  and  transfers  to  alternate
funding vehicles.

     CREF account  accumulations and benefit  payments,  and Real Estate Account
accumulations,  are variable and not  guaranteed;  they depend on the investment
performance of these accounts.

     Under  ERISA,  each  certificate  gives your spouse the right to an annuity
worth 50% of any death benefit  specified by your  employer's  retirement  plan.
Your spouse must consent below to any beneficiary  designation that doesn't meet
this  requirement.  I have read and understood all provisions of this enrollment
form.

     I HAVE RECEIVED A CURRENT CREF PROSPECTUS AND A CURRENT REAL ESTATE ACCOUNT
PROSPECTUS.

Signed (Employee)                                            Date
- --------------------------------------------------------------------------------

Signed (Applicant)                                           Date
- --------------------------------------------------------------------------------
          (Employer's Authorized Official or Plan Representative)
- --------------------------------------------------------------------------------

5. > CONSENT TO WAIVER OF SPOUSE'S RIGHT TO A PRERETIREMENT SURVIVOR
     DEATH BENEFIT
     If you have waived your spouse's  right to a  preretirement  survivor death
benefit under ERISA by naming other primary  beneficiaries  for more than 50% of
any death  benefit,  your spouse must  consent to the waiver.

     CONSENT BY SPOUSE (MUST BE WITNESSED)

     With this consent I am voluntarily and irrevocably  giving up my right to a
qualified preretirement survivor death benefit under ERISA. I recognize that any
preretirement death benefit payable under these certificates will be paid to the
beneficiaries as specified above.

Signed (Spouse)               Soc. Sec. No.                           Date
- --------------------------------------------------------------------------------

Notary or Plan Representative Date                                    Date
- --------------------------------------------------------------------------------

If you would like to receive CREF's  Statement of Additional information,  which
supplements the CREF prospectus, check here. 

- --------------------------------------------------------------------------------
| DO NOT FILL IN THESE BLANKS                 Region                  Code
| F4933.3E (10/95)
<PAGE>


- --------------------------------------------------------------------------------
OHIO AND KENTUCKY RESIDENTS, PLEASE NOTE:
Any person who,  with  intent to defraud or knowing  that he is  facilitating  a
fraud  against an insurer or other  person,  submits an  application  or files a
claim containing a false or deceptive statement is guilty of insurance fraud.


               Teachers               College          730 Third Avenue   
[TIAA LOGO]    Insurance and          Retirement       New York, NY 10017-3206
               Annuity                Equities         1 800 842-2733   
               Association            Fund             212 490-9000     



(c) 1995 Teachers Insurance and Annuity Association [ ] College Retirement 
 Equities Fund 

[Recycle Logo]  Printed on Recycled Paper



Standard GDV (ERISA) 10/95



ENROLLMENT FORM
- --------------------------------------------------------------------------------

FOR INSTITUTIONALLY OWNED
TIAA-CREF GROUP RETIREMENT ANNUITY
CERTIFICATES WITH DELAYED VESTING

For Plans Not Covered by ERISA

- --------------------------------------------------------------------------------
   IMPORTANT: Use this enrollment form to enroll in your institution's basic
          retirement plan only, not for personal tax-deferred savings.
- --------------------------------------------------------------------------------

                                   IT'S EASY
                                       TO
                                     ENROLL

                       Just complete the enrollment form
                     and return it to your benefits office.

                                   QUESTIONS?
                         Call our Enrollment Hotline at
                                 1 800 842-2888
                              8am-11pm ET weekdays



                                     [LOGO]
<PAGE>



INSTRUCTIONS FOR FILLING OUT THE ENROLLMENT FORM

- --------------------------------------------------------------------------------
1.  PERSONAL  INFORMATION  
    In this  enrollment  form,  YOU and YOUR refer to the
    EMPLOYEE. The EMPLOYER is the APPLICANT.
        Your retirement income starting date is when you plan to start receiving
    TIAA-CREF  retirement  income.  You can  change it any  time.  If you do not
    select a date or an age, we will assume age 65 when  preparing  your benefit
    illustrations.


- --------------------------------------------------------------------------------
2.  YOUR PREMIUM  ALLOCATION 
    You can allocate  premiums to the TIAA Traditional  Annuity,  the CREF Stock
    and Money Market  accounts,  and to any of the other TIAA and CREF  accounts
    available under your employer's  retirement plan. Before allocating money to
    any  account  (other  than the TIAA  Traditional  Annuity)  please  read the
    current prospectus.  Premium allocations have to be in whole percentages and
    total 100%.
        NOTE:  TIAA limits  transfers  from the Real  Estate  Account to one per
    calendar month. In the future, TIAA and CREF may restrict transfers from the
    Real Estate  Account or from any of the CREF  accounts  to one per  calendar
    quarter.  TIAA has the right to stop accepting  premiums and/or transfers to
    the Real Estate Account.

- --------------------------------------------------------------------------------

        YOU CAN CHANGE  YOUR  ALLOCATION  OF FUTURE  PREMIUMS  ANYTIME.  If your
    allocation does not total 100%, if it violates any plan  limitations,  or if
    we  receive  your  premiums  before we receive  your  enrollment  form,  any
    premiums will go to the CREF Money Market  Account.  Upon  receiving a valid
    allocation,  we  will  apply  all  future  premiums  accordingly.  For  more
    information, please see the CREF prospectus.

- --------------------------------------------------------------------------------
3.  YOUR  DESIGNATION OF BENEFICIARY  
    If you die before annuity payments start,  your designated  beneficiary(ies)
    will  receive  the  death  benefit,  if any,  specified  by your  employer's
    retirement plan, payable from the certificates' accumulations. If no primary
    beneficiary lives longer than you, any death benefit payable will go to your
    contingent  beneficiary(ies).  For example,  a married  person with children
    might name the spouse as primary  beneficiary and the children as contingent
    beneficiaries.
        If you die before annuity payments start,  have not named a beneficiary,
    and leave no spouse,  your estate receives any death benefit payable. If you
    leave a spouse, he or she will receive 50% of the value of any death benefit
    payable under each certificate; the remainder will be paid to your estate.
        If you do not have the date of birth and/or Social  Security  number for
    one of your  beneficiaries,  you can send in this form now and  forward  the
    information to us later.  The beneficiary  designations  that you provide on
    this form will apply  only to this  contract.  If you have  other  TIAA-CREF
    contracts,  you may want to make sure your beneficiary  designations reflect
    your   current   intentions.   For   any   questions   about   naming   your
    beneficiary(ies), please call us at 1 800 842-2776.

- --------------------------------------------------------------------------------
4.  NOTE: 
    Please read all information and sign where indicated.


CREF certificates and interest in the TIAA Rea Estate Account are distributed by
TIAA-CREF Individual & Institutional Services.


Please detach here and keep instructions for your reference.



<PAGE>



ENROLLMENT FORM FOR INSTITUTIONALLY OWNED TIAA AND CREF 
GROUP RETIREMENT ANNUITY CERTIFICATES WITH DELAYED VESTING         GV
(FOR PLANS NOT COVERED BY ERISA)
           ---

Please type or print in ink and provide all information requested.
- --------------------------------------------------------------------------------

1.    PERSONAL INFORMATION
      
      Last Name                    First                 Middle

      / / Mr.    / / Mrs.    / / Ms.    / / Dr.    / / Other _______
- --------------------------------------------------------------------------------
      Mailing Address      Street          City       State        Zip Code

- --------------------------------------------------------------------------------

      Daytime Telephone Number     Sex                  Date of Birth      
      (    )                       / / M    / / F       Mo.    Day    Yr.

      Social Security Number                  Spouse's Name

- --------------------------------------------------------------------------------

      Employing Institution         Campus/Branch         Job Title/Position

- --------------------------------------------------------------------------------

      YOUR RETIREMENT INCOME STARTING DATE

      The first day of (Month)        (Year)         , or at the age of

- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------

2.    YOUR PREMIUM ALLOCATION

      TIAA          TIAA              CREF      CREF          CREF
      Traditional   Real Estate       Stock     Money Market  Social Choice
               %              %           %                %              %

      CREF          CREF              CREF      CREF          CREF
      Bond Market   Global Equities   Growth    Equity Index  Inflation-Linked
                                                              Bond
               %              %            %               %            % = 100%

- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
3.    YOUR DESIGNATION OF BENEFICIARY
      Name(s) of Primary Beneficiary(ies)

      Relationship to You       Date of Birth      Social Security Number

- --------------------------------------------------------------------------------

      Name(s) of Contingent Beneficiary(ies)

      Relationship to You       Date of Birth      Social Security Number

- --------------------------------------------------------------------------------
<PAGE>


- --------------------------------------------------------------------------------

4.      Subject to the terms of your employer's  retirement  plan, your employer
    exercises all rights under your annuity certificates until you become vested
    under the plan. Afterward, you exercise these rights yourself.

        You cannot assign or take loans from these  certificates.  Distributions
    before age 591/2,  or before  termination  of  service,  may be  prohibited,
    limited, and/or subject to substantial tax penalties.

        This enrollment form is for certificates  issued under a retirement plan
    not covered by the Employee  Retirement Income Security Act of 1974 (ERISA).
    Generally,  retirement  plans  other than those of public  institutions  and
    certain  churches are covered by ERISA.  If you hare employed at any time by
    an employer whose  retirement  plan is covered by ERISA,  your benefits from
    contributions  made under that plan will be subject to your spouse's rights.
    This could affect your  beneficiary  designation  if you have named  someone
    other than your spouse.

        Your TIAA  certificate  allows  transfers to CREF from your  Traditional
    Annuity  accumulation  over a  ten-year  period  and from your  Real  Estate
    Account accumulation in a single sum. Cash withdrawals from your Traditional
    Annuity   accumulations  are  allowed,   if  permitted  by  your  employer's
    retirement  plan and  subject to a  surrender  charge,  only within 120 days
    after  termination  of  employment.  Your CREF  certificate  may  limit,  in
    accordance  with  the  terms  of  your  employer's   retirement  plan,  cash
    withdrawals,  transfers  among the CREF  accounts and transfers to alternate
    funding vehicles.

        CREF account accumulations and benefit payments, and Real Estate Account
    accumulations,   are  variable  and  not  guaranteed;  they  depend  on  the
    investment performance of these accounts.

        I HAVE READ AND  UNDERSTOOD ALL  PROVISIONS OF THIS  ENROLLMENT  FORM. I
    HAVE RECEIVED A CURRENT CREF  PROSPECTUS  AND A CURRENT REAL ESTATE  ACCOUNT
    PROSPECTUS. 

    SIGNED (Employee)_____________________________________________ Date_________

================================================================================

If you would like to receive CREF's Statement of Additional  Information,  which
supplements the CREF prospectus, check here./ /

- --------------------------------------------------------------------------------
                                                                            Code


<PAGE>
- --------------------------------------------------------------------------------

For your  protection,  some states require a warning  against fraud to appear on
this form.  These states,  including  Colorado,  Kentucky,  New York,  and Ohio,
require a warning substantially similar to the following warning.

People who file  applications  for  insurance  or  statements  of claim commit a
fraudulent  insurance  act if they:  

o  knowingly  do so with intent to injure,  defraud,  or deceive  any  insurance
   company or another person; and/or

o  knowingly  include in their  application or statement of claim any materially
   false or misleading information; and/or

o  knowingly  conceal  information for the purpose of misleading  concerning any
   fact material to the application or claim.

A FRAUDULENT  INSURANCE ACT IS A CRIME, AND PENALTIES MAY INCLUDE  IMPRISONMENT,
FINES, DENIAL OF INSURANCE, AND CIVIL DAMAGES.


NEW YORK RESIDENTS, PLEASE NOTE: 
Civil penalties shall not exceed $5,000 and the stated value of the claim 
for each such violation.


COLORADO  RESIDENTS,  PLEASE  NOTE:  
Any  insurance  company  or any  agent of an  insurance  company  who  knowingly
provides false, incomplete, or misleading facts or information to a policyholder
or to a claimant  for the purpose of  defrauding  or  attempting  to defraud the
policyholder  or the claimant  with regard to a settlement or award payable from
the insurance  proceeds shall be reported to the Colorado  Division of Insurance
within the Department of Regulatory Agencies.



[LOGO]      Teachers              College              730 Third Avenue
            Insurance and         Retirement           New York, NY 10017-3206
            Annuity               Equities             1 800 842-2733
            Association           Fund                 212 490-9000





<PAGE>


                                   ENROLLMENT

                                    FORM FOR

                                INSTITUTIONALLY

                                     OWNED

                                    TIAACREF

                                     GROUP

                                   RETIREMENT

                                    ANNUITY

                                  CERTIFICATES

                                      WITH

                                DELAYED VESTING

Welcome to the TIAACREF  retirement  system.  If you have any questions or would
like  additional  information,  please  call our Enrollment Hotline toll free at
1 800 842-2888.

10/95 edition


<PAGE>


INSTRUCTIONS FOR FILLING OUT THE ENROLLMENT FORM

1. PERSONAL INFORMATION

     In this enrollment  form, you and your refer to the EMPLOYEE.  The EMPLOYER
is the applicant.

     Your  retirement  income  starting date is when you plan to start receiving
TLGACREF  retirement  income. You can change it any time. If you do not select a
date or an age, we will assume age 65 when preparing your benefit illustrations.

2. YOUR PREMIUM ALLOCATION
You can allocate  premiums to the TIAA Traditional  Annuity,  the CREF Stock and
Money Market accounts,  and to any of the other TIAA and CREF accounts available
under your employer's  retirement plan.  Before  allocating money to any account
(other than the TIAA  Traditional  Annuity) please read the current  prospectus.
Premium allocations have to be in whole percentages and total 100%.

     You  can  change  your  allocation  offuture  premiums  any  time.  If your
allocation  does not total 100%, if it violates any plan  limitations,  or if we
receive your premiums before we receive your enrollment  form, any premiums will
go to the CREF Money Market Account. Upon receiving a valid allocation,  we will
apply all future premiums accordingly. For more information, please see the CREF
prospectus.

3. YOUR DESIGNATION OF BENEFICIARY
If you die before annuity payments start, your designated  beneficiary(ies) will
receive the death benefit, if any, specified by your employer's retirement plan,
payable from the certificates'  accumulations.  If no primary  beneficiary lives
longer  than  you,  any  death  benefit  payable  will  go  to  your  contingent
beneficiary(ies).  For example,  a married  person with children  might name the
spouse as primary  beneficiary  and the  children as  contingent  beneficiaries.
Unless  you tell us  differently  or unless  state law  provides  otherwise,  we
consider your  "children" as your  offspring  from all your  marriages,  and any
persons you've adopted.

     If you die before annuity payments start, have not named a beneficiary, and
leave no spouse,  your estate receives any death benefit payable. If you leave a
spouse,  he or she will  receive 50% of the value of any death  benefit  payable
under each certificate; the remainder will be paid to your estate.
     If you have questions  about naming your  beneficiary(ies),  please call us
toll free at 1 800 8422776.

Notice of Spouse's  Right to Annuity Death Benefits Your  employer's  retirement
plan is subject to the Employee  Retirement Income Security Act of 1974 (ERISA).
Under ERISA,  your  surviving  spouse has a right to an annuity worth 50% of the
death benefit,  if any, under each  certificate,  unless your spouse consents to
the  designation of another  primary  beneficiary.  To permit someone other than
your spouse to receive more than 50% of the annuity death benefit,  if any, your
spouse must sign the  consent in Section 5 of the  enrollment  form.  A spouse's
consent will not be valid with respect to any  different  spouse you may have in
the future.

4.  NOTE: 
Please read all information and sign where indicated.

5. WAIVER OF SPOUSE'S RIGHT TO A PRERETIREMENT SURVIVOR DEATH BENEFIT
If you are  married  and  you  have  not  named  your  spouse  as  your  primary
beneficiary  for at least 50% of the  annuity  death  benefit,  if any,  then by
signing  this  enrollment  form,  you  are  waiving  your  spouse's  right  to a
preretirement  survivor  death benefit and your spouse must agree to this waiver
by signing the  consent.  Generally,  you can make this waiver only if you're at
least 35. If you're  under 35,  please  contact your  Benefits  Offfice for more
information.
     You can revoke the waiver any time before  your  annuity  income  begins by
naming your spouse as your primary beneficiary.

CONSENT BY SPOUSE 

By signing  this  consent,  your  spouse is giving up all rights to receive  the
preretirement  survivor benefit,  if any. Your spouse cannot revoke consent once
it has been given.  Any survivor  benefit payable before annuity income payments
begin will be paid to the  beneficiary(ies)  you named. (Your spouse's signature
must be witnessed by your employer's plan representative or a notary public.)

Please detach here and keep instructions for your reference.=



<PAGE>



ENROLLMENT FORM FOR INSTITUTIONALLY OWNED TIAA AND CREF GROUP RETIREMENT ANNUITY
CERTIFICATES  WITH DELAYED  VESTING  

PLEASE TYPE OR PRINT IN INK AND PROVIDE ALL INFORMATION REQUESTED.

G
V

1. PERSONAL INFORMATION

Last Name       First           Middle  | ClMr. ClMrs.  C2Ms.   C1 Other

Mailing Address Street  City            State   Zip Code

Daytime Telephone Nurnber    Sex    Date of Birth     Social Security Nurnber

Spouse's Name

( ) | g M LI F  | Mo. Day       Yr.     l       l

Employing Institution   ] Campus/Branch | Job Title/Position

 Your Retirement Income Starting Date The first day of (Month)  (Year) , or at 
 the age of

2. YOUR PREMIUM ALLOCATION

TIAA    TLGA    CREF     CREF    CREF       CREF            CREF    CREF   CREF

Traditional       Real Estate        Stock     Money Market        Social Choice

Bond Market        Global Equities        Growth          Equity lndex

Annuity Account Account Account Account Account Account Account Account

% % % % % % % % % = 100%

3. YOUR DESIGNATION OF BENEFICIARY

Name(s) of Primary Beneficiary(ies)   Relationship to You   Date of Birth Social

Security Number

Name(s) of Contingent Beneficiary(ies)         Relationship to You 

Date of Birth Social

Security Number

4. Subject to the terms of your  employer's  retirement  plan,  your  employer
exercises  all rights under your annuity  certificates  until you become  vested
under the plan. Afterward, you exercise these rights yourself.

You cannot assign or take loans from these  certificates.  Distributions  before
age 59-1/2, or before termination of service, may be prohibited, limited, and/or
subject to substantial tax penalties.  

Your TIAA certificate  allows  transfers to CREF from your  Traditional  Annuity
accumulation   over  a  tenyear   period  and  from  your  Real  Estate  Account
accumulation in a single sum. Cash  withdrawals  from your  Traditional  Annuity
accumulation  are allowed,  if permitted by your employer's  retirement plan and
subject  to a  surrender  charge,  only  within 120 days  after  termination  of
employment.  Your CREF  certificate  may limit,  in accordance with the terms of
your  employer's  retirement  plan, cash  withdrawals,  transfers among the CREF
accounts and transfers to alternate funding vehicles.

CREF  account  accumulations  and  benefit  payments,  and Real  Estate  Account
accumulations,  are variable and not  guaranteed;  they depend on the investment
performance of these accounts.

Under ERISA,  each  certificate  gives your spouse the right to an annuity worth
50% of any death benefit  specified by your  employer's  retirement  plan.  Your
spouse must consent below to any beneficiary  designation that doesn't meet this
requirement.  I have read and understood all provisions of this enrollment form.
I have  received a current CREF  prospectus  and a current  Real Estate  Account
prospectus.

Signed (Employee) Date

Signed (Applicant) Date

(Employer's Authorized OJJicial or Plan Representative)

5. CONSENT TO WAIVER OF SPOUSE'S RIGHT TO A PRERETIREMENT SURVIVOR DEATH 
BENEFIT

If you have waived your spouse's right to a preretirement survivor death benefit
under ERISA by naming other primary beneficiaries for more than 50% of any death
benefit, your spouse must consent to the waiver. 

CONSENT BY SPOUSE (MUST BE WITNESSED)

With this consent I am voluntarily and irrevocably giving up my right to a 
qualified preretirement survivor death benefit under ERISA. I recognize that
any preretirement death benefit payable under these certificates will be paid 
to the beneficiaries as specified above.

Signed (Spouse) Soc. Sec. No. i 2 9 8 8 1 L L

Notary or Plan Representative Date

If you would like to receive CREF's Statement of Additional kformation, which 
supplements the CREF prospectus, check here. [  ]

DO NOT FILL IN THESE BLANKS Region Code

F4933.3E (10/95)


<PAGE>


Ohio and Kentucky residents, please note: 

Any person who,  with  intent to defraud or knowing  that he is  facilitating  a
fraud  against an insurer or other  person,  submits an  application  or files a
claim containing a false or deceptive statement is guilty of insurance fraud.

Teachers
Insurance and 
Annuity 
Association

College
Retirement
Equities  
Fund 

730 Third Avenue
New York, NY 10017-3206      
1800 842-2733
212-490-9000


(C) 1995 Teachers Insurance and Annuity Association N College Retirement 

Printed on Recycled Paper


Standard GDV (ERISA) 10/95


                                                File: FLGRAD2E.TXT

                                   ENROLLMENT

                                    FORM FOR

                                   TWO SETS OF

                                   TIAA-CREF

                                     GROUP

                                   RETIREMENT

                                    ANNUITY

                                 CERTIFICATES--

                                    ONE SET

                                INSTITUTIONALLY

                                   OWNED WITH

                                DELAYED VESTING


FOR PLANS COVERED BY ERISA
<PAGE>


IMPORTANT:  Use this  enrollment  form to  enroll  in your  institution's  basic
retirement plan only, not for personal tax-deferred savings. It's Easy to Enroll
Just  complete  the  enrollment  form and  return  it to your  benefits  office.
Questions?  Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays
9/97 edition (FLA.)

INSTRUCTIONS FOR FILLING OUT THE ENROLLMENT FORM 

1. PERSONAL INFORMATION 

In this enrollment form, you and your refer to the employee. The employer is the
applicant.

     Your  retirement  income  starting date is when you plan to start receiving
TIAA-CREF  retirement income. You can change it any time. If you do not select a
date or an age, we will assume age 65 when preparing your benefit illustrations.

2. YOUR PREMIUM ALLOCATION 

Your institution's retirement plan has two  components  that  provide for: 
o Employer  Premiums,  tax-deferred under Internal  Revenue Code Sections 401(a)
  and 403(a), to be applied to  a set  of TIAA and CREF Group Retirement Annuity
  Certificates that provide for delayed vesting, and
o Employee  Premiums,  remitted on your behalf by your  institution  on  a  tax-
  deferred  basis under Section 403(b), to be applied to a separate set  of TIAA
  and  CREF  Group  Retirement  Annuity  Certificates  that provide for full and
  immediate vesting.
You can allocate  premiums to the TIAA Traditional  Annuity,  the CREF Stock and
Money Market accounts,  and to any of the other TIAA and CREF accounts available
under your employer's  retirement plan.  Before  allocating money to any account
(other than the TIAA  Traditional  Annuity) please read the current  prospectus.
Premium  allocations have to be in whole  percentages and total 100%.

NOTE:  TIAA limits  transfers  from the Real Estate  Account to one per calendar
month. In the future,  TIAA and CREF may restrict transfers from the Real Estate
Account or from any of the CREF accounts to one per calendar  quarter.  TIAA has
the  right to stop  accepting  premiums  and/or  transfers  to the  Real  Estate
Account.

YOU CAN CHANGE YOUR  ALLOCATION OF FUTURE PREMIUMS  ANYTIME.  If your allocation
does not total 100%, if it violates any plan limitations,  or if we receive your
premiums  before we receive your  enrollment  form,  any premiums will go to the
CREF Money Market Account. Upon receiving a valid allocation,  we will apply all
future  premiums  accordingly.  For  more  information,   please  see  the  CREF
prospectus.

3. YOUR DESIGNATION OF BENEFICIARY

     The beneficiary(ies) named on this enrollment form will be used for all the
Group  Retirement  Annuity  Certificates  being  issued  now.  If you die before
annuity payments start, your designated  beneficiary(ies) will receive the death
benefits, if any, specified by your employer's retirement plan, payable from the
certificates'  accumulations.  If no primary  beneficiary lives longer than you,
any death benefit  payable,  will go to your  contingent  beneficiary(ies).  For
example,  a married  person  with  children  might  name the  spouse as  primary
beneficiary and the children as contingent beneficiaries.

     If you die before annuity payments start, have not named a beneficiary, and
leave no spouse, your estate receives any death benefit payable.
     If you leave a spouse, he or she will receive 50% of the value of any death
benefit  payable  under each  certificate;  the  remainder  will be paid to your
estate.
     If you do not have the date of birth and / or Social  Security  number  for
one of your  beneficiaries,  you  can  send in this  form  now and  forward  the
information to us later. The beneficiary  designations  that you provide on this
form will apply only to this contract.
     If you have  other  TIAA-CREF  contracts,  you may want to make  sure  your
beneficiary  designations  reflect your current  intentions.  For any  questions
about naming your beneficiary(ies), please call us at 1 800 842-2776.

     Notice  of  Spouse's  Right  to  Annuity  Death  Benefits  Your  employer's
retirement  plan is subject to the Employee  Retirement  Income  Security Act of
1974 (ERISA). Under ERISA, your surviving spouse has a right to an annuity worth
50% of the death  benefit,  if any, under each  certificate,  unless your spouse
consents to the  designation of another primary  beneficiary.  To permit someone
other than your spouse to receive more than 50% of the annuity death benefit, if
any,  your spouse must sign the consent in Section 5 of the  enrollment  form. A
spouse's  consent will not be valid with respect to any different spouse you may
have in the future.

4. NOTE:
Please  read all  information  and sign where  indicated. 

5. WAIVER OF SPOUSE'S RIGHT TO A PRERETIREMENT  SURVIVOR DEATH BENEFIT 

If you are  married  and  you  have  not  named  your  spouse  as  your  primary
beneficiary  for at least 50% of the  annuity  death  benefit,  if any,  then by
signing  this  enrollment  form,  you  are  waiving  your  spouse's  right  to a
preretirement  survivor  death benefit and your spouse must agree to this waiver
by signing the  consent.  Generally,  you can make this waiver only if you're at
least 35. If you're  under 35,  please  contact  your  Benefits  Office for more
information.  You can  revoke the waiver any time  before  your  annuity  income
begins by naming your spouse as your primary beneficiary.

CONSENT BY SPOUSE
By signing  this  consent,  your  spouse is giving up all rights to receive  the
preretirement  survivor benefit,  if any. Your spouse cannot revoke consent once
it has been given.  Any survivor  benefit payable before annuity income payments
begin will be paid to the  beneficiary(ies)  you named. (Your spouse's signature
must be witnessed by your employer's plan representative or a notary public.)


<PAGE>

If you would like to receive CREF's Statement of Additional  Information,  which
supplements  the CREF  prospectus,  please call 1 800 842-2733,  ext. 5509. CREF
certificates  and interests in the TIAA Real Estate  Account are  distributed by
TIAA-CREF  Individual & Institutional  Services.  Standard  GDV/GRA (ERISA) 9/97
FLA.

ENROLLMENT  FORM  FOR  TWO  SETS OF  TIAA  AND  CREF  GROUP  RETIREMENT  ANNUITY
CERTIFICATES--ONE SET PROVIDING FOR DELAYED VESTING

PLEASE TYPE OR PRINT IN INK AND PROVIDE ALL INFORMATION  REQUESTED. 

GV/G 

1. PERSONAL INFORMATION

Last Name First Middle [ ] Mr. [ ] Mrs. [ ] Ms. [ ] Dr. [ ] Other

Mailing Address          Street         City             State

Zip Code         Daytime Telephone Number         Sex       Date of Birth

Social Security Number         Spouse's Name ( )   [ ] M   [ ] F    Mo. Day Yr.

Employing  Institution  Campus/Branch  Job Title/Position

Your Retirement Income Starting Date   The first day of (Month) 

(Year)               , or at the age of .

2. YOUR PREMIUM ALLOCATION   

Fill in the amounts you are allocating between employer and employee premiums.

A. EMPLOYER PREMIUMS:

TIAA    TIAA     CREF    CREF    CREF    CREF     CREF    CREF     CREF    CREF

Traditional      Real Estate       Stock       Money Market     Social Choice

Bond Market     Global Equities      Growth        Equity Index 

Inflation-Linked Bond
%      %      %      %      %      %      %      %     %      %      =     100%
B. Employee Premiums:
%      %      %      %      %      %      %      %     %      %      =     100%
3. Your Designation of Beneficiary

Name(s) of Primary Beneficiary(ies)        Relationship to You Date of Birth 

Social Security Number

Name(s) of Contingent Beneficiary(ies)     Relationship to You Date of Birth 

Social Security Number

4. 

For the certificate set used for employee premiums, subject to the terms of your
employer's   retirement  plan,  you  exercise  all  rights  under  your  annuity
certificates. For the certificate set used for employer premiums, subject to the
terms of your employer's  retirement  plan,  your employer  exercises all rights
under your annuity  certificates  until you become  vested  under the plan.

     You cannot transfer  accumulations between these sets of certificates.  You
cannot assign or take loans from these  certificates.  Distributions  before age
59-1/2, or before  termination of service,  may be prohibited,  limited,  and/or
subject to substantial tax penalties.  Your TIAA certificate allows transfers to
CREF from your Traditional Annuity  accumulation over a ten-year period and from
your Real Estate Account  accumulation  in a single sum. Cash  withdrawals  from
your  Traditional  Annuity  accumulation  are  allowed,  if  permitted  by  your
employer's  retirement plan and subject to a surrender  charge,  only within 120
days after  termination  of  employment.  Your CREF  certificate  may limit,  in
accordance with the terms of your employer's  retirement plan, cash withdrawals,
transfers among the CREF accounts and transfers to alternate funding vehicles.
     CREF account accumulations and benefit payments, and Real Estate Account
accumulations,  are variable and not  guaranteed;  they depend on the investment
performance of these accounts.
     Under  ERISA,  each  certificate  gives your spouse the right to an annuity
worth 50% of any death benefit  specified by your  employer's  retirement  plan.
Your spouse must consent below to any beneficiary  designation that doesn't meet
this requirement.
     I have read and understood all provisions of this  enrollment  form. I have
received a current CREF prospectus and a current Real Estate Account prospectus.

Signed  (Employee)                 Date 

Signed  (Applicant)  With respect to Delayed Vesting GRA Certificates    Date





<PAGE>

(EMPLOYER'S AUTHORIZED OFFICIAL OR PLAN REPRESENTATIVE)

5. CONSENT TO WAIVER OF SPOUSE'S RIGHT TO A PRERETIREMENT SURVIVOR DEATH BENEFIT
     If you have waived your spouse's  right to a  preretirement  survivor death
benefit under ERISA by naming other primary  beneficiaries  for more than 50% of
any death benefit, your spouse must consent to the waiver.
CONSENT BY SPOUSE (MUST BE WITNESSED)
     With this consent I am voluntarily and irrevocably  giving up my right to a
qualified preretirement survivor death benefit under ERISA. I recognize that any
preretirement death benefit payable under these certificates will be paid to the
beneficiaries as specified above.

Signed (Spouse) Soc. Sec. No. Date

Notary or Plan Representative        Date

Signature of Florida

Licensed Agent LIC. NO. 593282667 Code

F4933.2a.1E  (10/95)  FLA.


<PAGE>

Any person who  knowingly  and with  intent to injure,  defraud,  or deceive any
insurer  files a  statement  of claim or an  application  containing  any false,
incomplete,  or  misleading  information,  is  guilty  of a felony  of the third
degree.

(C) 1997 Teachers Insurance and Annuity Association o College Retirement
Equities Fund

Printed on Recycled Paper

Teachers 
Insurance and 
Annuity 
Association

College 
Retirement
Equities 
Fund

730 Third Avenue
New York, NY 10017-3206
1 800 842-2733
212 490-9000

Standard GDV/GRA (ERISA) 9/97 FLA.


<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++


ENROLLMENT FORM

For Two Sets of TIAA-CREF
Group Retirement Annuity Certificates--
One Set Institutionally Owned
With Delayed Vesting
For Plans Covered By ERISA
IMPORTANT: Use this enrollment form to enroll in your institution's basic
retirement plan only, not for personal tax-deferred savings.
It's Easy
to
Enroll
Just complete the enrollment form
and return it to your benefits office.
Questions?
Call our Enrollment Hotline at
1 800 842-2888
8am - 11pm ET weekdays
9/97 edition (CA)

Instructions for filling out the ENROLLMENT FORM

1. Personal Information

In this enrollment form, you and your refer to the employee. The employer is the
applicant.  Your  retirement  income  starting  date is when  you  plan to start
receiving TIAA-CREF retirement income. You can change it any time. If you do not
select a date or an age,  we will  assume  age 65 when  preparing  your  benefit
illustrations.

2. Your premium allocation

Your institution's retirement plan has two components that provide for:

O        Employer  Premiums,  tax-deferred  under Internal Revenue Code Sections
         401(a)  and  403(a),  to be  applied  to a set of TIAA and  CREF  Group
         Retirement Annuity Certificates that provide for delayed vesting, and

O        Employee  Premiums,  remitted on your behalf by your  institution  on a
         tax-deferred  basis under Section  403(b),  to be applied to a separate
         set of TIAA and CREF Group Retirement Annuity Certificates that provide
         for full and immediate vesting.


<PAGE>

You can allocate  premiums to the TIAA Traditional  Annuity,  the CREF Stock and
Money Market  accounts,  and to any of the other CREF accounts  available  under
your employer's  retirement plan.  Before allocating money to any account (other
than the TIAA Traditional  Annuity) please read the current prospectus.  Premium
allocations have to be in whole percentages and total 100%.

NOTE: In the future,  CREF may restrict  transfers from any of the CREF accounts
to one per calendar  quarter.

You can change your  allocation of future premiums  anytime.  If your allocation
does not total 100%, if it violates any plan limitations,  or if we receive your
premiums  before we receive your  enrollment  form,  any premiums will go to the
CREF Money Market Account. Upon receiving a valid allocation,  we will apply all
future  premiums  accordingly.  For  more  information,   please  see  the  CREF
prospectus.

CALIFORNIA  RESIDENTS  PLEASE NOTE:  These  annuity  certificates  are issued in
California,  where the TIAA Real  Estate  Account is not  available.  California
residents  cannot allocate to this account.

3. Your designation of beneficiary

The  beneficiary(ies)  named on this  enrollment  form  will be used for all the
Group  Retirement  Annuity  Certificates  being  issued  now.  If you die before
annuity payments start, your designated  beneficiary(ies) will receive the death
benefits, if any, specified by your employer's retirement plan, payable from the
certificates'  accumulations.  If no primary  beneficiary lives longer than you,
any death benefit  payable,  will go to your  contingent  beneficiary(ies).  For
example,  a married  person  with  children  might  name the  spouse as  primary
beneficiary  and the  children as  contingent  beneficiaries.

If you die before annuity  payments  start,  have not named a  beneficiary,  and
leave no spouse,  your estate receives any death benefit payable. If you leave a
spouse,  he or she will  receive 50% of the value of any death  benefit  payable
under each certificate; the remainder will be paid to your estate.

If you do not have the date of birth and / or Social  Security number for one of
your beneficiaries, you can send in this form now and forward the information to
us later. The beneficiary  designations that you provide on this form will apply
only to this contract.  If you have other TIAA-CREF  contracts,  you may want to
make sure your beneficiary designations reflect your current intentions. For any
questions about naming your beneficiary(ies),  please call us at 1 800 842-2776.


<PAGE>

Notice of Spouse's Right to Annuity Death Benefits

Your  employer's  retirement plan is subject to the Employee  Retirement  Income
Security Act of 1974 (ERISA).  Under ERISA, your surviving spouse has a right to
an annuity  worth 50% of the death  benefit,  if any,  under  each  certificate,
unless your spouse consents to the  designation of another primary  beneficiary.
To permit someone other than your spouse to receive more than 50% of the annuity
death  benefit,  if any,  your  spouse must sign the consent in Section 5 of the
enrollment  form.  A  spouse's  consent  will not be valid  with  respect to any
different  spouse  you  may  have  in the  future.

4. NOTE:

Please read all information and sign where indicated.

5. Waiver of spouse's right to a preretirement survivor death benefit

If you are  married  and  you  have  not  named  your  spouse  as  your  primary
beneficiary  for at least 50% of the  annuity  death  benefit,  if any,  then by
signing  this  enrollment  form,  you  are  waiving  your  spouse's  right  to a
preretirement  survivor  death benefit and your spouse must agree to this waiver
by signing the  consent.  Generally,  you can make this waiver only if you're at
least 35. If you're  under 35,  please  contact  your  Benefits  Office for more
information.

You can revoke the waiver any time before your annuity  income  begins by naming
your  spouse as your  primary  beneficiary.

Consent by Spouse

By signing  this  consent,  your  spouse is giving up all rights to receive  the
preretirement  survivor benefit,  if any. Your spouse cannot revoke consent once
it has been given.  Any survivor  benefit payable before annuity income payments
begin will be paid to the  beneficiary(ies)  you named. (Your spouse's signature
must be witnessed by your  employer's plan  representative  or a notary public.)

CREF  certificates  are  distributed  by TIAA-CREF  Individual  &  Institutional
Services.

Standard  GDV/GRA  (ERISA) 9/97 CA

ENROLLMENT  FORM  FOR  TWO  SETS OF  TIAA  and  CREF  GROUP  RETIREMENT  Annuity
CERTIFICATES--ONE  SET PROVIDING FOR DELAYED VESTING Please type or print in ink
and provide all information  requested.  GV/G

1. Personal Information


<PAGE>

Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other Mailing  Address  Street
City State Zip Code Daytime  Telephone  Number Sex Date of Birth Social Security
Number Spouse's Name ( ) n M n F Mo. Day Yr. Employing Institution Campus/Branch
Job Title/Position

Your Retirement Income Starting Date The first day of (Month) (Year) , or at the
age of.

2. Your  Premium  Allocation  Fill in the  amounts  you are  allocating
between employer and employee  premiums.

A.  Employer  Premiums:

TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF  Traditional Real Estate Stock
Money Market  Social  Choice Bond Market  Global  Equities  Growth  Equity Index
Inflation-Linked Bond % N/A % % % % % % % % % = 100%

B. Employee Premiums:

% N/A % % % % % % % % % = 100%

3. Your Designation of Beneficiary

Name(s)  of  Primary  Beneficiary(ies)Relationship  to You Date of Birth  Social
Security Number Name(s) of Contingent Beneficiary(ies)  Relationship to You Date
of Birth Social  Security  Number

4. For the certificate set used for employee  premiums,  subject to the terms of
your  employer's  retirement  plan,  you  exercise all rights under your annuity
certificates. For the certificate set used for employer premiums, subject to the
terms of your employer's  retirement  plan,  your employer  exercises all rights
under your annuity  certificates  until you become  vested  under the plan.  You
cannot transfer  accumulations  between these sets of  certificates.

You cannot assign or take loans from these  certificates.  Distributions  before
age 591/2, or before termination of service, may be prohibited,  limited, and/or
subject to substantial tax penalties.  Your TIAA certificate allows transfers to
CREF from your Traditional Annuity  accumulation over a ten-year period and from
your Real Estate Account  accumulation  in a single sum. Cash  withdrawals  from
your  Traditional  Annuity  accumulation  are  allowed,  if  permitted  by  your
employer's  retirement plan and subject to a surrender  charge,  only within 120
days after  termination  of  employment.  Your CREF  certificate  may limit,  in
accordance with the terms of your employer's  retirement plan, cash withdrawals,
transfers among the CREF accounts and transfers to alternate  funding  vehicles.

CREF  account  accumulations  and  benefit  payments,  and Real  Estate  Account
accumulations,  are variable and not  guaranteed;  they depend on the investment
performance of these accounts.

Under ERISA,  each  certificate  gives your spouse the right to an annuity worth
50% of any death benefit  specified by your  employer's  retirement  plan.  Your
spouse must consent below to any beneficiary  designation that doesn't meet this
requirement.

I have read and  understood  all  provisions  of this  enrollment  form.  I have
received a current CREF prospectus and a current Real Estate Account prospectus.

Signed  (Employee) Date

Signed  (Applicant)  With  respect  to Delayed  Vesting  GRA  Certificates  Date
(Employer's  Authorized Official or Plan Representative)

5. Consent to Waiver of Spouse's Right to a Preretirement Survivor Death Benefit

If you have waived your spouse's right to a preretirement survivor death benefit
under ERISA by naming other primary beneficiaries for more than 50% of any death
benefit,  your spouse must  consent to the  waiver.

Consent by Spouse (must be  witnessed)

With  this  consent I am  voluntarily  and  irrevocably  giving up my right to a
qualified preretirement survivor death benefit under ERISA. I recognize that any
preretirement death benefit payable under these certificates will be paid to the
beneficiaries as specified  above.

Signed (Spouse) Soc. Sec. No. Date

Notary or Plan Representative Date

If you would like to receive CREF's Statement of Additional  Information,  which
supplements the CREF prospectus,  check here. n

Code

F4933.2a.1E  (10/95) CA

(C) 1997 Teachers Insurance and Annuity Association  (Degree) College Retirement
Equities Fund

Printed on Recycled Paper

Teachers Insurance and Annuity Association

College Retirement Equities Fund

730 Third Avenue
New York, NY 10017-3206
1 800 842-2733
212 490-9000

Standard GDV/GRA (ERISA) 9/97 CA

<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

ENROLLMENT FORM

For Two Sets of TIAA-CREF
Group Retirement Annuity Certificates--
One Set Institutionally Owned
With Delayed Vesting
For Plans Covered By ERISA
IMPORTANT: Use this enrollment form to enroll in your institution's basic
retirement plan only, not for personal tax-deferred savings.
It's Easy
to
Enroll
Just complete the enrollment form
and return it to your benefits office.
Questions?
Call our Enrollment Hotline at
1 800 842-2888
8am - 11pm ET weekdays
9/97 edition (FLA.)

Instructions for filling out the ENROLLMENT FORM

1. Personal Information

In this enrollment form, you and your refer to the employee. The employer is the
applicant.  Your  retirement  income  starting  date is when  you  plan to start
receiving TIAA-CREF retirement income. You can change it any time. If you do not
select a date or an age,  we will  assume  age 65 when  preparing  your  benefit
illustrations.

2. Your premium allocation

Your institution's retirement plan has two components that provide for:

O        Employer  Premiums,  tax-deferred  under Internal Revenue Code Sections
         401(a)  and  403(a),  to be  applied  to a set of TIAA and  CREF  Group
         Retirement Annuity Certificates that provide for delayed vesting, and

O        Employee  Premiums,  remitted on your behalf by your  institution  on a
         tax-deferred  basis under Section  403(b),  to be applied to a separate
         set of TIAA and CREF Group Retirement Annuity Certificates that provide
         for full and immediate vesting.


<PAGE>

You can allocate  premiums to the TIAA Traditional  Annuity,  the CREF Stock and
Money Market accounts,  and to any of the other TIAA and CREF accounts available
under your employer's  retirement plan.  Before  allocating money to any account
(other than the TIAA  Traditional  Annuity) please read the current  prospectus.
Premium  allocations have to be in whole  percentages and total 100%.

NOTE:  TIAA limits  transfers  from the Real Estate  Account to one per calendar
month. In the future,  TIAA and CREF may restrict transfers from the Real Estate
Account or from any of the CREF accounts to one per calendar  quarter.  TIAA has
the  right to stop  accepting  premiums  and/or  transfers  to the  Real  Estate
Account.

You can change your  allocation of future premiums  anytime.  If your allocation
does not total 100%, if it violates any plan limitations,  or if we receive your
premiums  before we receive your  enrollment  form,  any premiums will go to the
CREF Money Market Account. Upon receiving a valid allocation,  we will apply all
future  premiums  accordingly.  For  more  information,   please  see  the  CREF
prospectus.

3. Your designation of beneficiary

The  beneficiary(ies)  named on this  enrollment  form  will be used for all the
Group  Retirement  Annuity  Certificates  being  issued  now.  If you die before
annuity payments start, your designated  beneficiary(ies) will receive the death
benefits, if any, specified by your employer's retirement plan, payable from the
certificates'  accumulations.  If no primary  beneficiary lives longer than you,
any death benefit  payable,  will go to your  contingent  beneficiary(ies).  For
example,  a married  person  with  children  might  name the  spouse as  primary
beneficiary  and the  children as  contingent  beneficiaries.

If you die before annuity  payments  start,  have not named a  beneficiary,  and
leave no spouse,  your estate receives any death benefit payable. If you leave a
spouse,  he or she will  receive 50% of the value of any death  benefit  payable
under each certificate; the remainder will be paid to your estate.

If you do not have the date of birth and / or Social  Security number for one of
your beneficiaries, you can send in this form now and forward the information to
us later. The beneficiary  designations that you provide on this form will apply
only to this contract.  If you have other TIAA-CREF  contracts,  you may want to
make sure your beneficiary designations reflect your current intentions. For any
questions about naming your beneficiary(ies),  please call us at 1 800 842-2776.


<PAGE>

Notice of Spouse's Right to Annuity Death Benefits

Your  employer's  retirement plan is subject to the Employee  Retirement  Income
Security Act of 1974 (ERISA).  Under ERISA, your surviving spouse has a right to
an annuity  worth 50% of the death  benefit,  if any,  under  each  certificate,
unless your spouse consents to the  designation of another primary  beneficiary.
To permit someone other than your spouse to receive more than 50% of the annuity
death  benefit,  if any,  your  spouse must sign the consent in Section 5 of the
enrollment  form.  A  spouse's  consent  will not be valid  with  respect to any
different  spouse  you  may  have  in the  future.

4. NOTE:

Please read all information and sign where indicated.

5. Waiver of spouse's right to a preretirement survivor death benefit

If you are  married  and  you  have  not  named  your  spouse  as  your  primary
beneficiary  for at least 50% of the  annuity  death  benefit,  if any,  then by
signing  this  enrollment  form,  you  are  waiving  your  spouse's  right  to a
preretirement  survivor  death benefit and your spouse must agree to this waiver
by signing the  consent.  Generally,  you can make this waiver only if you're at
least 35. If you're  under 35,  please  contact  your  Benefits  Office for more
information.

You can revoke the waiver any time before your annuity  income  begins by naming
your  spouse as your  primary  beneficiary.

Consent by Spouse

By signing  this  consent,  your  spouse is giving up all rights to receive  the
preretirement  survivor benefit,  if any. Your spouse cannot revoke consent once
it has been given.  Any survivor  benefit payable before annuity income payments
begin will be paid to the  beneficiary(ies)  you named. (Your spouse's signature
must be witnessed by your employer's plan representative or a notary public.)

If you would like to receive CREF's Statement of Additional  Information,  which
supplements  the CREF  prospectus,  please call 1 800 842-2733,  ext. 5509

CREF  certificates and interests in the TIAA Real Estate Account are distributed
by TIAA-CREF Individual & Institutional Services.  Standard GDV/GRA (ERISA) 9/97
FLA.

ENROLLMENT  FORM  FOR  TWO  SETS OF  TIAA  and  CREF  GROUP  RETIREMENT  Annuity
CERTIFICATES--ONE  SET PROVIDING FOR DELAYED VESTING


<PAGE>

Please type or print in ink and provide all information requested. GV/G

1. Personal Information

Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other Mailing  Address  Street
City State Zip Code Daytime  Telephone  Number Sex Date of Birth Social Security
Number Spouse's Name ( ) n M n F Mo. Day Yr. Employing Institution Campus/Branch
Job Title/Position

Your Retirement Income Starting Date The first day of (Month) (Year) , or at the
age of.

2. Your  Premium  Allocation  Fill in the  amounts  you are  allocating
between employer and employee  premiums.

A. Employer  Premiums:

TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF  Traditional Real Estate Stock
Money Market  Social  Choice Bond Market  Global  Equities  Growth  Equity Index
Inflation-Linked Bond % % % % % % % % % % = 100%

B. Employee Premiums:

% % % % % % % % % % = 100%

3. Your Designation of Beneficiary

Name(s)  of  Primary  Beneficiary(ies)Relationship  to You Date of Birth  Social
Security Number

Name(s) of Contingent Beneficiary(ies)  Relationship to You Date of Birth Social
Security Number

4. For the certificate set used for employee  premiums,  subject to the terms of
your  employer's  retirement  plan,  you  exercise all rights under your annuity
certificates. For the certificate set used for employer premiums, subject to the
terms of your employer's  retirement  plan,  your employer  exercises all rights
under your annuity  certificates  until you become  vested  under the plan.  You
cannot transfer  accumulations  between these sets of  certificates.


<PAGE>

You cannot assign or take loans from these  certificates.  Distributions  before
age 591/2, or before termination of service, may be prohibited,  limited, and/or
subject to substantial tax penalties.  Your TIAA certificate allows transfers to
CREF from your Traditional Annuity  accumulation over a ten-year period and from
your Real Estate Account  accumulation  in a single sum. Cash  withdrawals  from
your  Traditional  Annuity  accumulation  are  allowed,  if  permitted  by  your
employer's  retirement plan and subject to a surrender  charge,  only within 120
days after  termination  of  employment.  Your CREF  certificate  may limit,  in
accordance with the terms of your employer's  retirement plan, cash withdrawals,
transfers among the CREF accounts and transfers to alternate  funding  vehicles.

CREF  account  accumulations  and  benefit  payments,  and Real  Estate  Account
accumulations,  are variable and not  guaranteed;  they depend on the investment
performance of these accounts.

Under ERISA,  each  certificate  gives your spouse the right to an annuity worth
50% of any death benefit  specified by your  employer's  retirement  plan.  Your
spouse must consent below to any beneficiary  designation that doesn't meet this
requirement.

I have read and  understood  all  provisions  of this  enrollment  form.  I have
received a current CREF prospectus and a current Real Estate Account prospectus.

Signed  (Employee) Date

Signed  (Applicant)  With  respect  to Delayed  Vesting  GRA  Certificates  Date
(Employer's  Authorized Official or Plan Representative)

5. Consent to Waiver of Spouse's Right to a Preretirement Survivor Death Benefit

If you have waived your spouse's right to a preretirement survivor death benefit
under ERISA by naming other primary beneficiaries for more than 50% of any death
benefit,  your spouse must  consent to the  waiver.

Consent by Spouse (must be  witnessed)

With  this  consent I am  voluntarily  and  irrevocably  giving up my right to a
qualified preretirement survivor death benefit under ERISA. I recognize that any
preretirement death benefit payable under these certificates will be paid to the
beneficiaries as specified  above.

Signed (Spouse) Soc. Sec. No. Date

Notary or Plan  Representative Date Signature of Florida Licensed Agent LIC. NO.
593282667

Code

F4933.2a.1E (10/95) FLA.


<PAGE>

Any person who knowingly and with intent
to injure,  defraud,  or deceive  any insurer  files a statement  of claim or an
application  containing any false,  incomplete,  or misleading  information,  is
guilty of a felony of the third degree.

(C) 1997 Teachers Insurance and Annuity Association  (Degree) College Retirement
Equities Fund

Printed on Recycled Paper

Teachers Insurance and Annuity Association

College Retirement Equities Fund

730 Third Avenue
New York, NY 10017-3206
1 800 842-2733
212 490-9000

Standard GDV/GRA (ERISA) 9/97 FLA.


<PAGE>

ENROLLMENT FORM

For Two Sets of TIAA-CREF
Group Retirement Annuity Certificates--
One Set Institutionally Owned
With Delayed Vesting
For Plans Not Covered By ERISA
IMPORTANT: Use this enrollment form to enroll in your institution's basic
retirement plan only, not for personal tax-deferred savings.
It's Easy
to
Enroll
Just complete the enrollment form
and return it to your benefits office.
Questions?
Call our Enrollment Hotline at
1 800 842-2888
8am - 11pm ET weekdays
9/97 edition

Instructions for filling out the ENROLLMENT FORM

1. Personal Information

In this enrollment form, you and your refer to the employee. The employer is the
applicant.  Your  retirement  income  starting  date is when  you  plan to start
receiving TIAA-CREF retirement income. You can change it any time. If you do not
select a date or an age,  we will  assume  age 65 when  preparing  your  benefit
illustrations.

2. Your premium allocation

Your institution's retirement plan has two components that provide for:

O        Employer  Premiums,  tax-deferred  under Internal Revenue Code Sections
         401(a)  and  403(a),  to be  applied  to a set of TIAA and  CREF  Group
         Retirement Annuity Certificates that provide for delayed vesting, and

O        Employee  Premiums,  remitted on your behalf by your  institution  on a
         tax-deferred  basis under Section  403(b),  to be applied to a separate
         set of TIAA and CREF Group Retirement Annuity Certificates that provide
         for full and immediate vesting.


<PAGE>

You can allocate  premiums to the TIAA Traditional  Annuity,  the CREF Stock and
Money Market accounts,  and to any of the other TIAA and CREF accounts available
under your employer's  retirement plan.  Before  allocating money to any account
(other than the TIAA  Traditional  Annuity) please read the current  prospectus.
Premium  allocations have to be in whole  percentages and total 100%.

NOTE:  TIAA limits  transfers  from the Real Estate  Account to one per calendar
month. In the future,  TIAA and CREF may restrict transfers from the Real Estate
Account or from any of the CREF accounts to one per calendar  quarter.  TIAA has
the  right to stop  accepting  premiums  and/or  transfers  to the  Real  Estate
Account.

You can change your  allocation of future premiums  anytime.  If your allocation
does not total 100%, if it violates any plan limitations,  or if we receive your
premiums  before we receive your  enrollment  form,  any premiums will go to the
CREF Money Market Account. Upon receiving a valid allocation,  we will apply all
future  premiums  accordingly.  For  more  information,   please  see  the  CREF
prospectus.

3. Your designation of beneficiary

The  beneficiary(ies)  named on this  enrollment  form  will be used for all the
Group  Retirement  Annuity  Certificates  being  issued  now.  If you die before
annuity payments start, your designated  beneficiary(ies) will receive the death
benefits, if any, specified by your employer's retirement plan, payable from the
certificates'  accumulations.  If no primary  beneficiary lives longer than you,
any death benefit  payable,  will go to your  contingent  beneficiary(ies).  For
example,  a married  person  with  children  might  name the  spouse as  primary
beneficiary  and the  children as  contingent  beneficiaries.

If you die before annuity  payments  start,  have not named a  beneficiary,  and
leave no spouse,  your estate receives any death benefit payable. If you leave a
spouse,  he or she will  receive 50% of the value of any death  benefit  payable
under each certificate; the remainder will be paid to your estate.

If you do not have the date of birth and / or Social  Security number for one of
your beneficiaries, you can send in this form now and forward the information to
us later. The beneficiary  designations that you provide on this form will apply
only to this contract.  If you have other TIAA-CREF  contracts,  you may want to
make sure your beneficiary designations reflect your current intentions. For any
questions about naming your beneficiary(ies),  please call us at 1 800 842-2776.

<PAGE>

4. NOTE:

Please read all  information and sign where  indicated.  CREF  certificates  and
interests  in  the  TIAA  Real  Estate  Account  are  distributed  by  TIAA-CREF
Individual  &  Institutional   Services.

Standard GDV/GRA  (Non-ERISA) 9/97

ENROLLMENT  Form  FOR  TWO  SETS OF  TIAA  and  CREF  GROUP  Retirement  Annuity
CERTIFICATES--ONE  SET PROVIDING  FOR DELAYED  VESTING (FOR PLANS NOT COVERED BY
ERISA) GV/G

Please type or print in ink and provide all information  requested.

1. Personal Information

Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other Mailing  Address  Street
City State Zip Code Daytime  Telephone  Number Sex Date of Birth Social Security
Number Spouse's Name ( ) n M n F Mo. Day Yr. Employing Institution Campus/Branch
Job Title/Position

Your Retirement Income Starting Date The first day of (Month) (Year) , or at the
age of.

2. Your  Premium  Allocation  Fill in the  amounts  you are  allocating  between
employer and employee premiums.

A. Employer Premiums:

TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF  Traditional Real Estate Stock
Money Market  Social  Choice Bond Market  Global  Equities  Growth  Equity Index
Inflation-Linked Bond % % % % % % % % % % = 100%

B. Employee Premiums:

% % % % % % % % % % = 100%

3. Your Designation of Beneficiary

Name(s)  of  Primary  Beneficiary(ies)Relationship  to You Date of Birth  Social
Security Number Name(s) of Contingent Beneficiary(ies)  Relationship to You Date
of Birth Social  Security  Number

4. For the certificate set used for employee  premiums,  subject to the terms of
your  employer's  retirement  plan,  you  exercise all rights under your annuity
certificates. For the certificate set used for employer premiums, subject to the
terms of your employer's  retirement  plan,  your employer  exercises all rights
under your annuity  certificates  until you become  vested  under the plan.  You
cannot  transfer   accumulations  between  these  sets  of  certificates.

This  enrollment  form is for  certificates  issued under a retirement  plan not
covered  by  the  Employee  Retirement  Income  Security  Act of  1974  (ERISA).
Generally,  retirement plans other than those of public institutions and certain
churches  are covered by ERISA.  If you are  employed at any time by an employer
whose retirement plan is covered by ERISA, your benefits from contributions made
under that plan will be subject to your spouse's rights.  This could affect your
beneficiary  designation  if you have named someone other than your spouse.

You cannot assign or take loans from these  certificates.  Distributions  before
age 591/2, or before termination of service, may be prohibited,  limited, and/or
subject to substantial tax penalties.  Your TIAA certificate allows transfers to
CREF from your Traditional Annuity  accumulation over a ten-year period and from
your Real Estate Account  accumulation  in a single sum. Cash  withdrawals  from
your  Traditional  Annuity  accumulation  are  allowed,  if  permitted  by  your
employer's  retirement plan and subject to a surrender  charge,  only within 120
days after  termination  of  employment.  Your CREF  certificate  may limit,  in
accordance with the terms of your employer's  retirement plan, cash withdrawals,
transfers among the CREF accounts and transfers to alternate  funding  vehicles.

CREF  account  accumulations  and  benefit  payments,  and Real  Estate  Account
accumulations,  are variable and not  guaranteed;  they depend on the investment
performance of these accounts.

I have read and  understood  all  provisions  of this  enrollment  form.  I have
received a current CREF prospectus and a current Real Estate Account prospectus.

Signed  (Employee) Date

Signed  (Applicant)  With  respect  to Delayed  Vesting  GRA  Certificates  Date
(Employer's  Authorized  Official or Plan  Representative) 

If you would like to receive CREF's Statement of Additional  Information,  which
supplements the CREF prospectus, check here. n


<PAGE>

Code

F4933.2a.1N (10/95)

For your  protection,  some states require a warning  against fraud to appear on
this form.  These states,  including  Colorado,  Kentucky,  New York,  and Ohio,
require a warning  substantially  similar to the following  warning.

People who file  applications  for  insurance  or  statements  of claim commit a
fraudulent  insurance  act if they:

O        knowingly  do so  with  intent  to  injure,  defraud,  or  deceive  any
         insurance company or another person; and/or

O        knowingly  include  in their  application  or  statement  of claim  any
         materially false or misleading information; and/or

O        knowingly conceal information for the purpose of misleading  concerning
         any fact material to the application or claim.

A fraudulent  insurance act is a crime, and penalties may include  imprisonment,
fines, denial of insurance, and civil damages. New York residents,  please note:
Civil  penalties  shall not exceed  $5,000 and the stated value of the claim for
each such violation.

Colorado  residents,  please  note:

Any  insurance  company  or any  agent of an  insurance  company  who  knowingly
provides false, incomplete, or misleading facts or information to a policyholder
or to a claimant  for the purpose of  defrauding  or  attempting  to defraud the
policyholder  or the claimant  with regard to a settlement or award payable from
the insurance  proceeds shall be reported to the Colorado  Division of Insurance
within the Department of Regulatory  Agencies.

(C) 1997 Teachers Insurance and Annuity Association  (Degree) College Retirement
Equities Fund

Printed on Recycled Paper

Teachers Insurance and Annuity Association

College Retirement Equities Fund

730 Third Avenue
New York, NY 10017-3206
1 800 842-2733
212 490-9000

Standard GDV/GRA (Non-ERISA) 9/97
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

                                                File: FLGRAD2N.TXT

                                   ENROLLMENT

                                    FORM FOR

                                  TWO SETS OF

                                   TIAA-CREF

                                     GROUP

                                   RETIREMENT

                                    ANNUITY

                                 CERTIFICATES--

                                    ONE SET

                                INSTITUTIONALLY

                                   OWNED WITH

                                DELAYED VESTING

FOR PLANS NOT COVERED BY ERISA

IMPORTANT:  Use this  enrollment  form to  enroll  in your  institution's  basic
retirement plan only, not for personal tax-deferred savings. It's Easy to Enroll
Just  complete  the  enrollment  form and  return  it to your  benefits  office.
Questions?  Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays
9/97 edition (FLA.) 




<PAGE>



INSTRUCTIONS FOR FILLING OUT THE ENROLLMENT FORM

1. PERSONAL INFORMATION 

In this enrollment form, you and your refer to the EMPLOYEE. The EMPLOYER is the
APPLICANT.
     Your  retirement  income  starting date is when you plan to start receiving
TIAA-CREF  retirement income. You can change it any time. If you do not select a
date or an age, we will assume age 65 when preparing your benefit illustrations.

2. YOUR PREMIUM ALLOCATION 
Your institution's retirement plan has two  components  that  provide for: 
o  Employer  Premiums,  tax-deferred under Internal Revenue Code Sections 401(a)
   and 403(a), to be applied to a set of TIAA and CREF Group Retirement  Annuity
   Certificates  that  provide for  delayed  vesting,  and 
o  Employee  Premiums,  remitted  on  your  behalf  by  your  institution  on  a
   tax-deferred  basis under Section 403(b),  to be applied to a separate set of
   TIAA and CREF Group Retirement Annuity Certificates that provide for full and
   immediate vesting. 
     You can allocate premiums to the TIAA Traditional  Annuity,  the CREF Stock
and  Money  Market  accounts,  and to any of the  other  TIAA and CREF  accounts
available under your employer's  retirement plan. Before allocating money to any
account  (other  than the TIAA  Traditional  Annuity)  please  read the  current
prospectus.  Premium allocations have to be in whole percentages and total 100%.
NOTE:  TIAA limits  transfers  from the Real Estate  Account to one per calendar
month. In the future,  TIAA and CREF may restrict transfers from the Real Estate
Account or from any of the CREF accounts to one per calendar  quarter.  TIAA has
the  right to stop  accepting  premiums  and/or  transfers  to the  Real  Estate
Account.  
     You  can  change  your  allocation  of  future  premiums  anytime.  If your
allocation  does not total 100%, if it violates any plan  limitations,  or if we
receive your premiums before we receive your enrollment  form, any premiums will
go to the CREF Money Market Account. Upon receiving a valid allocation,  we will
apply all future premiums accordingly. For more information, please see the CREF
prospectus.  

3. YOUR  DESIGNATION OF BENEFICIARY 

The  beneficiary(ies)  named on this  enrollment  form  will be used for all the
Group Retirement Annuity Certificates being issued now.
     If you die before annuity payments start, your designated  beneficiary(ies)
will receive the death benefits, if any, specified by your employer's retirement
plan, payable from the certificates' accumulations.
     If no primary beneficiary lives longer than you, any death benefit payable,
will go to your contingent beneficiary(ies).  For example, a married person with
children  might name the  spouse as  primary  beneficiary  and the  children  as
contingent beneficiaries.
     If you die before annuity payments start, have not named a beneficiary, and
leave no spouse, your estate receives any death benefit payable.
     If you leave a spouse, he or she will receive 50% of the value of any death
benefit  payable  under each  certificate;  the  remainder  will be paid to your
estate.
     If you do not have the date of birth and / or Social  Security  number  for
one of your  beneficiaries,  you  can  send in this  form  now and  forward  the
information to us later. The beneficiary  designations  that you provide on this
form will apply only to this contract.
     If you have  other  TIAA-CREF  contracts,  you may want to make  sure  your
beneficiary  designations  reflect your current  intentions.  For any  questions
about naming your beneficiary(ies), please call us at 1 800 842-2776.

4. NOTE: 
Please read all information and sign where indicated.




<PAGE>



If you would like to receive CREF's Statement of Additional  Information,  which
supplements  the CREF  prospectus,  please call 1 800 842-2733,  ext. 5509. 

CREF
certificates  and interests in the TIAA Real Estate  Account are  distributed by
TIAA-CREF Individual & Institutional Services.

Standard GDV/GRA (Non-ERISA) 9/97

FLA.  ENROLLMENT  FORM FOR TWO SETS OF TIAA and CREF  GROUP  Retirement  Annuity
CERTIFICATES--ONE  SET PROVIDING  FOR DELAYED  VESTING (FOR PLANS NOT COVERED BY
ERISA) GV/G 

Please type or print in ink and provide all  information  requested.

1. PERSONAL INFORMATION

Last Name     First       Middle      n Mr.       n Mrs.      n Ms.     n Other

Mailing Address      Street     City       State       Zip Code       Daytime

Telephone Number      Sex       Date of Birth        Social  Security  Number

Spouse's Name ( )    n M     n F      Mo. Day Yr.        Employing

Institution Campus/Branch Job Title/Position

Your Retirement Income Starting Date   The first day of (Month)  

(Year)               , or at the age of .

2. YOUR PREMIUM ALLOCATION   

Fill in the amounts you are allocating between employer and employee premiums.

A. Employer Premiums:

TIAA    TIAA    CREF    CREF    CREF     CREF    CREF     CREF     CREF    CREF

Traditional       Real Estate       Stock        Money Market    Social Choice 

Bond Market      Global Equities       Growth         Equity Index 

Inflation-Linked Bond
%        %        %       %        %        %        %        %       %        %

=        100%
B. Employee Premiums:
%        %        %       %        %        %        %        %       %        %

        =        100%

3. YOUR DESIGNATION OF BENEFICIARY

Name(s) of Primary Beneficiary(ies)      Relationship to You      Date of Birth 

Social Security Number

Name(s) of Contingent Beneficiary(ies)     Relationship to You     Date of Birth

Social Security Number

4.
     For the certificate set used for employee premiums, subject to the terms of
your  employer's  retirement  plan,  you  exercise all rights under your annuity
certificates. For the certificate set used for employer premiums, subject to the
terms of your employer's  retirement  plan,  your employer  exercises all rights
under your annuity  certificates  until you become  vested  under the plan.  You
cannot  transfer   accumulations  between  these  sets  of  certificates.  
     This enrollment form is for certificates issued under a retirement plan not
covered  by  the  Employee  Retirement  Income  Security  Act of  1974  (ERISA).
Generally,  retirement plans other than those of public institutions and certain
churches  are covered by ERISA.  If you are  employed at any time by an employer
whose retirement plan is covered by ERISA, your benefits from contributions made
under that plan will be subject to your spouse's rights.  This could affect your
beneficiary designation if you have named someone other than your spouse.
     You cannot  assign or take loans  from  these  certificates.  Distributions
before age 591/2, or before termination of service, may be prohibited,  limited,
and/or  subject to  substantial  tax  penalties.  Your TIAA  certificate  allows
transfers to CREF from your  Traditional  Annuity  accumulation  over a ten-year
period and from your Real Estate  Account  accumulation  in a single  sum.  Cash
withdrawals from your Traditional Annuity accumulation are allowed, if permitted
by your  employer's  retirement  plan and  subject to a surrender  charge,  only
within 120 days after  termination  of  employment.  Your CREF  certificate  may
limit,  in accordance with the terms of your  employer's  retirement  plan, cash
withdrawals,  transfers  among the CREF  accounts  and  transfers  to  alternate
funding vehicles.
     CREF account  accumulations and benefit  payments,  and Real Estate Account
accumulations,  are variable and not  guaranteed;  they depend on the investment
performance of these accounts.
     I HAVE READ AND UNDERSTOOD ALL PROVISIONS OF THIS  ENROLLMENT  FORM. I HAVE
RECEIVED A CURRENT CREF PROSPECTUS AND A CURRENT REAL ESTATE ACCOUNT PROSPECTUS.


SIGNED (Employee)                              Date
SIGNED (Applicant) With respect to
Delayed Vesting GRA Certificates               Date

(EMPLOYER'S AUTHORIZED OFFICIAL OR PLAN REPRESENTATIVE)

Signature of Florida Licensed Agent

LIC. NO. 593282667
                                   Code
F4933.2a.1N (10/95) FLA.




<PAGE>

Any person who  knowingly  and with  intent to injure,  defraud,  or deceive any
insurer  files a  statement  of claim or an  application  containing  any false,
incomplete,  or  misleading  information,  is  guilty  of a felony  of the third
degree.

 (C) 1997 Teachers Insurance and Annuity Association o College Retirement
Equities Fund

Printed on Recycled Paper

Teachers 
Insurance 
and 
Annuity 
Association

College 
Retirement 
Equities Fund

730 Third Avenue
New York, NY 10017-3206
1 800 842-2733
212 490-9000

Standard GDV/GRA (Non-ERISA) 9/97 FLA.

                                            File: CAGRAD2N.TXT

ENROLLMENT FORM

For Two Sets of TIAA-CREF
Group Retirement Annuity Certificates--
One Set Institutionally Owned
With Delayed Vesting
For Plans Not Covered By ERISA

IMPORTANT: Use this enrollment form to enroll in your institution's basic
retirement plan only, not for personal tax-deferred savings.
It's Easy
to
Enroll
Just complete the enrollment form
and return it to your benefits office.
Questions?
Call our Enrollment Hotline at
1 800 842-2888
8am - 11pm ET weekdays
9/97 edition (CA)
Instructions for filling out the ENROLLMENT FORM

1. Personal Information

In this enrollment form, you and your refer to the employee. The employer is the
applicant.  Your  retirement  income  starting  date is when  you  plan to start
receiving TIAA-CREF retirement income. You can change it any time. If you do not
select a date or an age,  we will  assume  age 65 when  preparing  your  benefit
illustrations.

2. Your premium allocation

Your institution's retirement plan has two components that provide for:
o        Employer Premiums, tax-deferred under Internal Revenue Code Sections 

         401(a)  and  403(a),  to be  applied  to a set of TIAA and  CREF  Group
         Retirement Annuity Certificates that provide for delayed vesting, and

0        Employee  Premiums,  remitted on your behalf by your  institution  on a
         tax-deferred  basis under Section  403(b),  to be applied to a separate
         set of TIAA and CREF Group Retirement Annuity Certificates that provide

         for full and immediate vesting.
<PAGE>

You can allocate  premiums to the TIAA Traditional  Annuity,  the CREF Stock and
Money Market  accounts,  and to any of the other CREF accounts  available  under
your employer's  retirement plan.  Before allocating money to any account (other
than the TIAA Traditional  Annuity) please read the current prospectus.  Premium
allocations have to be in whole percentages and total 100%. 

NOTE: In the future,  CREF may restrict  transfers from any of the CREF accounts
to one per calendar  quarter.  You can change your allocation of future premiums
anytime.  If your  allocation  does not  total  100%,  if it  violates  any plan
limitations,  or if we receive your premiums  before we receive your  enrollment
form,  any premiums will go to the CREF Money Market  Account.  Upon receiving a
valid  allocation,  we will  apply all  future  premiums  accordingly.  For more
information, please see the CREF prospectus.

CALIFORNIA  RESIDENTS  PLEASE NOTE:  These  annuity  certificates  are issued in
California,  where the TIAA Real  Estate  Account is not  available.  California
residents cannot allocate to this account.

3. Your  designation of beneficiary 

The  beneficiary(ies)  named on this  enrollment  form  will be used for all the
Group  Retirement  Annuity  Certificates  being  issued  now.  If you die before
annuity payments start, your designated  beneficiary(ies) will receive the death
benefits, if any, specified by your employer's retirement plan, payable from the
certificates'  accumulations.  If no primary  beneficiary lives longer than you,
any death benefit  payable,  will go to your  contingent  beneficiary(ies).  For
example,  a married  person  with  children  might  name the  spouse as  primary
beneficiary and the children as contingent beneficiaries.

If you die before annuity  payments  start,  have not named a  beneficiary,  and
leave no spouse,  your estate receives any death benefit payable. If you leave a
spouse,  he or she will  receive 50% of the value of any death  benefit  payable
under each certificate; the remainder will be paid to your estate.

If you do not have the date of birth and / or Social  Security number for one of
your beneficiaries, you can send in this form now and forward the information to
us later. The beneficiary  designations that you provide on this form will apply
only to this contract.  If you have other TIAA-CREF  contracts,  you may want to
make sure your beneficiary designations reflect your current intentions. For any
questions about naming your beneficiary(ies), please call us at 1 800 842-2776.
<PAGE>

4. NOTE: 

Please read all information and sign where indicated. CREF certificates
are  distributed  by TIAA-CREF  Individual &  Institutional  Services.  Standard
GDV/GRA  (Non-ERISA) 9/97 CA ENROLLMENT FORM FOR TWO SETS OF TIAA and CREF GROUP
Retirement  Annuity  CERTIFICATES--ONE  SET PROVIDING  FOR DELAYED  VESTING (FOR
PLANS NOT  COVERED BY ERISA)  GV/G  Please  type or print in ink and provide all
information requested.

         1. Personal Information

         Last Name         First    Middle  n Mr.    n Mrs.    n Ms.    n Dr.   

         n Other

         Mailing Address    Street  City    State    Zip Code

         Daytime Telephone Number   Sex     Date of Birth    

        Social Security Number    Spouse's Name
         (         )       n  M   n F       Mo.         Day          Yr.
         Employing Institution      Campus/Branch             Job Title/Position

         Your      Retirement      Income      Starting      Date      The   

         first      day      of      (Month)
(Year)               , or at the age of     .

         2. Your  Premium  Allocation  Fill in the  amounts  you are  allocating
between employer and employee premiums.

         A. Employer Premiums:

         TIAA     TIAA     CREF     CREF    CREF     CREF     CREF     CREF    

         CREF    CREF
         Traditional       Real Estate      Stock    Money Market     

Social Choice    Bond Market       Global

Equities Growth   Equity Index      Inflation-Linked Bond

                  %        N/A      %       %        %        %        %      

 %       %        %        %
=        100%
         B. Employee Premiums:

                  %        N/A      %       %        %        %        %      

 %       %        %        %
=        100%
         3. Your Designation of Beneficiary

         Name(s) of Primary Beneficiary(ies)Relationship to You      

 Date of Birth    Social Security Number

         Name(s) of Contingent Beneficiary(ies)      Relationship to You     

  Date of Birth    Social    Security

Number
<PAGE>

4. For the certificate set used for employee  premiums,  subject to the terms of
your  employer's  retirement  plan,  you  exercise all rights under your annuity
certificates. For the certificate set used for employer premiums, subject to the
terms of your employer's  retirement  plan,  your employer  exercises all rights
under your annuity  certificates  until you become  vested  under the plan.  You
cannot transfer accumulations between these sets of certificates.

This
enrollment form is for  certificates  issued under a retirement plan not covered
by the  Employee  Retirement  Income  Security Act of 1974  (ERISA).  Generally,
retirement  plans other than those of public  institutions  and certain churches
are  covered by ERISA.  If you are  employed  at any time by an  employer  whose
retirement plan is covered by ERISA, your benefits from contributions made under
that plan will be subject  to your  spouse's  rights.  This  could  affect  your
beneficiary  designation  if you have named someone other than your spouse.  

You cannot assign or take loans from these  certificates.  Distributions  before
age 591/2, or before termination of service, may be prohibited,  limited, and/or
subject to substantial tax penalties.  Your TIAA certificate allows transfers to
CREF from your Traditional Annuity  accumulation over a ten-year period and from
your Real Estate Account  accumulation  in a single sum. Cash  withdrawals  from
your  Traditional  Annuity  accumulation  are  allowed,  if  permitted  by  your
employer's  retirement plan and subject to a surrender  charge,  only within 120
days after  termination  of  employment.  Your CREF  certificate  may limit,  in
accordance with the terms of your employer's  retirement plan, cash withdrawals,
transfers among the CREF accounts and transfers to alternate funding vehicles.

CREF  account  accumulations  and  benefit  payments,  and Real  Estate  Account
accumulations,  are variable and not  guaranteed;  they depend on the investment
performance of these accounts. I have read and understood all provisions of this
enrollment  form. I have received a current CREF  prospectus  and a current Real
Estate Account prospectus.

         Signed (Employee)                                    Date
         Signed (Applicant) With respect to
         Delayed Vesting GRA Certificates                     Date

                  (Employer's Authorized Official or Plan Representative)

If you would like to receive CREF's Statement of Additional  Information,  which
supplements the CREF prospectus, check here. n

                                            Code

F4933.2a.1N (10/95)        CA
<PAGE>

(C) 1997 Teachers Insurance and Annuity Association  (Degree) College Retirement
Equities Fund

Printed on Recycled Paper

Teachers Insurance and Annuity Association

College Retirement Equities Fund

730 Third Avenue
New York, NY 10017-3206

1 800 842-2733
212 490-9000

Standard GDV/GRA (Non-ERISA) 9/97 CA

<PAGE>

                                            File: FLGRAD2N.TXT

ENROLLMENT FORM

For Two Sets of TIAA-CREF
Group Retirement Annuity Certificates--
One Set Institutionally Owned
With Delayed Vesting
For Plans Not Covered By ERISA

IMPORTANT: Use this enrollment form to enroll in your institution's basic
retirement plan only, not for personal tax-deferred savings.
It's Easy
to
Enroll
Just complete the enrollment form
and return it to your benefits office.
Questions?
Call our Enrollment Hotline at
1 800 842-2888
8am - 11pm ET weekdays
9/97 edition (FLA.)
Instructions for filling out the ENROLLMENT FORM
1. Personal Information

In this enrollment form, you and your refer to the employee. The employer is the
applicant.  Your  retirement  income  starting  date is when  you  plan to start
receiving TIAA-CREF retirement income. You can change it any time. If you do not
select a date or an age,  we will  assume  age 65 when  preparing  your  benefit
illustrations.

2. Your premium allocation
Your institution's retirement plan has two components that provide for:
0        Employer Premiums, tax-deferred under Internal
         Revenue Code Sections 401(a) and 403(a), to be applied to a set of TIAA
         and CREF Group Retirement Annuity Certificates that provide for delayed
         vesting, and

0        Employee  Premiums,  remitted on your behalf by your  institution  on a
         tax-deferred  basis under Section  403(b),  to be applied to a separate
         set of TIAA and CREF Group Retirement Annuity Certificates that provide
         for full and immediate vesting.

You can allocate  premiums to the TIAA Traditional  Annuity,  the CREF Stock and
Money Market accounts,  and to any of the other TIAA and CREF accounts available
under your employer's  retirement plan.  Before  allocating money to any account
(other than the TIAA  Traditional  Annuity) please read the current  prospectus.
Premium allocations have to be in whole percentages and total 100%.

NOTE:  TIAA limits  transfers  from the Real Estate  Account to one per calendar
month. In the future,  TIAA and CREF may restrict transfers from the Real Estate
Account or from any of the CREF accounts to one per calendar  quarter.  TIAA has
the  right to stop  accepting  premiums  and/or  transfers  to the  Real  Estate
Account.

You can change your  allocation of future premiums  anytime.  If your allocation
does not total 100%, if it violates any plan limitations,  or if we receive your
premiums  before we receive your  enrollment  form,  any premiums will go to the
CREF Money Market Account. Upon receiving a valid allocation,  we will apply all
future  premiums  accordingly.  For  more  information,   please  see  the  CREF
prospectus.

3. Your designation of beneficiary

The  beneficiary(ies)  named on this  enrollment  form  will be used for all the
Group  Retirement  Annuity  Certificates  being  issued  now.  If you die before
annuity payments start, your designated  beneficiary(ies) will receive the death
benefits, if any, specified by your employer's retirement plan, payable from the
certificates'  accumulations.  If no primary  beneficiary lives longer than you,
any death benefit  payable,  will go to your  contingent  beneficiary(ies).  For
example,  a married  person  with  children  might  name the  spouse as  primary
beneficiary and the children as contingent beneficiaries.

If you die before annuity  payments  start,  have not named a  beneficiary,  and
leave no spouse,  your estate receives any death benefit payable. If you leave a
spouse,  he or she will  receive 50% of the value of any death  benefit  payable
under each certificate; the remainder will be paid to your estate.

If you do not have the date of birth and / or Social  Security number for one of
your beneficiaries, you can send in this form now and forward the information to
us later. The beneficiary  designations that you provide on this form will apply
only to this contract.  If you have other TIAA-CREF  contracts,  you may want to
make sure your beneficiary designations reflect your current intentions. For any
questions about naming your beneficiary(ies), please call us at 1 800 842-2776.


<PAGE>

4. NOTE: 

Please read all information and sign where indicated. 

If you would like to receive CREF's Statement of Additional  Information,  which
supplements the CREF prospectus, please call 1 800 842-2733, ext. 5509.

CREF  certificates and interests in the TIAA Real Estate Account are distributed
by TIAA-CREF Individual & Institutional Services.

Standard  GDV/GRA  (Non-ERISA)  9/97 FLA.

ENROLLMENT  FORM  FOR  TWO  SETS OF  TIAA  and  CREF  GROUP  Retirement  Annuity
CERTIFICATES--ONE  SET PROVIDING  FOR DELAYED  VESTING (FOR PLANS NOT COVERED BY
ERISA) GV/G Please type or print in ink and provide all information requested.

         1. Personal Information

         Last Name         First    Middle  n Mr.    n Mrs.    n Ms.    n Dr.   

 n Other

         Mailing Address    Street  City    State    Zip Code

         Daytime Telephone Number   Sex     Date of Birth     Social Security 

Number    Spouse's Name
         (         )       n  M   n F       Mo.         Day          Yr.
         Employing Institution      Campus/Branch             Job Title/Position

         Your      Retirement      Income      Starting      Date      The     

 first      day      of      (Month)
(Year)               , or at the age of     .

         2. Your  Premium  Allocation  Fill in the  amounts  you are  allocating
between employer and employee premiums.

         A. Employer Premiums:

         TIAA     TIAA     CREF     CREF    CREF     CREF     CREF     CREF    

 CREF    CREF
         Traditional       Real Estate      Stock    Money Market   

   Social Choice    Bond Market       Global

Equities Growth   Equity Index      Inflation-Linked Bond

                  %        %        %       %        %        %        %    

   %       %        %        =
100%

         B. Employee Premiums:

                  %        %        %       %        %        %        %       

 %       %        %        =
100%

         3. Your Designation of Beneficiary

         Name(s) of Primary Beneficiary(ies)Relationship to You     

  Date of Birth    Social Security Number

         Name(s) of Contingent Beneficiary(ies)      Relationship to You   

     Date of Birth    Social    Security

Number


<PAGE>

4. For the certificate set used for employee  premiums,  subject to the terms of
your  employer's  retirement  plan,  you  exercise all rights under your annuity
certificates. For the certificate set used for employer premiums, subject to the
terms of your employer's  retirement  plan,  your employer  exercises all rights
under your annuity  certificates  until you become  vested  under the plan.  You
cannot  transfer   accumulations  between  these  sets  of  certificates.   

This  enrollment  form is for  certificates  issued under a retirement  plan not
covered  by  the  Employee  Retirement  Income  Security  Act of  1974  (ERISA).
Generally,  retirement plans other than those of public institutions and certain
churches  are covered by ERISA.  If you are  employed at any time by an employer
whose retirement plan is covered by ERISA, your benefits from contributions made
under that plan will be subject to your spouse's rights.  This could affect your
beneficiary designation if you have named someone other than your spouse.

You cannot assign or take loans from these  certificates.  Distributions  before
age 591/2, or before termination of service, may be prohibited,  limited, and/or
subject to substantial tax penalties.  Your TIAA certificate allows transfers to
CREF from your Traditional Annuity  accumulation over a ten-year period and from
your Real Estate Account  accumulation  in a single sum. Cash  withdrawals  from
your  Traditional  Annuity  accumulation  are  allowed,  if  permitted  by  your
employer's  retirement plan and subject to a surrender  charge,  only within 120
days after  termination  of  employment.  Your CREF  certificate  may limit,  in
accordance with the terms of your employer's  retirement plan, cash withdrawals,
transfers among the CREF accounts and transfers to alternate funding vehicles.

CREF  account  accumulations  and  benefit  payments,  and Real  Estate  Account
accumulations,  are variable and not  guaranteed;  they depend on the investment
performance of these accounts.

I have read and  understood  all  provisions  of this  enrollment  form.  I have
received a current CREF prospectus and a current Real Estate Account prospectus.

         Signed (Employee)                                    Date
         Signed (Applicant) With respect to
         Delayed Vesting GRA Certificates                     Date

                  (Employer's Authorized Official or Plan Representative)
         Signature of Florida Licensed Agent

         LIC. NO. 593282667

                                            Code

F4933.2a.1N (10/95) FLA.
<PAGE>

Any person who  knowingly  and with  intent to injure,  defraud,  or deceive any
insurer  files a  statement  of claim or an  application  containing  any false,
incomplete, or misleading information, is guilty of a felony of the third

degree.

(C) 1997 Teachers Insurance and Annuity Association  (Degree) College Retirement
Equities Fund

Printed on Recycled Paper

Teachers Insurance and Annuity Association

College Retirement Equities Fund

730 Third Avenue
New York, NY 10017-3206

1 800 842-2733
212 490-9000

Standard GDV/GRA (Non-ERISA) 9/97 FLA.



                                                 File: FLGRA2E.TXT

                                   ENROLLMENT

                                    FORM FOR

                                  TWO SETS OF

                                   TIAA-CREF

                                     GROUP

                                   RETIREMENT

                                    ANNUITY

                                  CERTIFICATES


FOR PLANS COVERED BY ERISA

IMPORTANT:  Use this  enrollment  form to  enroll  in your  institution's  basic
retirement plan only, not for personal tax-deferred savings. It's Easy to Enroll
Just  complete  the  enrollment  form and  return  it to your  benefits  office.
Questions?  Call our Enrollment Hotline at 1 800 842-2888 8am - 11pm ET weekdays
9/97 edition (FLA.) 


<PAGE>



INSTRUCTIONS FOR FILLING OUT THE ENROLLMENT FORM 

1. PERSONAL INFORMATION  

Your  retirement  income  starting  date is when  you plan to start
receiving TIAA-CREF retirement income. You can change it any time. If you do not
select a date or an age,  we will  assume  age 65 when  preparing  your  benefit
illustrations. 

2. YOUR PREMIUM ALLOCATION
Your institution's retirement plan has two components that provide for:
o  Employer  Premiums,  tax-deferred under Internal Revenue Code Sections 401(a)
   and 403(a), to be applied to a set of TIAA and CREF Group Retirement  Annuity
   Certificates, and
o  Employee  Premiums,  remitted  on  your  behalf  by  your  institution  on  a
   tax-deferred  basis  under Section  403(b),  to  be  applied  to  a  separate
   set of TIAA and CREF Group Retirement Annuity Certificates.
     You can allocate premiums to the TIAA Traditional  Annuity,  the CREF Stock
and  Money  Market  accounts,  and to any of the  other  TIAA and CREF  accounts
available under your employer's  retirement plan. Before allocating money to any
account  (other  than the TIAA  Traditional  Annuity)  please  read the  current
prospectus.  Premium allocations have to be in whole percentages and total 100%.
NOTE:  TIAA limits  transfers  from the Real Estate  Account to one per calendar
month. In the future,  TIAA and CREF may restrict transfers from the Real Estate
Account or from any of the CREF accounts to one per calendar  quarter.  TIAA has
the  right to stop  accepting  premiums  and/or  transfers  to the  Real  Estate
Account.
     You  can  change  your  allocation  of  future  premiums  anytime.  If your
allocation  does not total 100%, if it violates any plan  limitations,  or if we
receive your premiums before we receive your enrollment  form, any premiums will
go to the CREF Money Market Account. Upon receiving a valid allocation,  we will
apply all future premiums accordingly. For more information, please see the CREF
prospectus.


3. YOUR DESIGNATION OF BENEFICIARY
The  beneficiary(ies)  named on this  enrollment  form  will be used for all the
Group  Retirement  Annuity  Certificates  being  issued  now.  If you die before
annuity payments start, your designated  beneficiary(ies) will receive the total
value of your accumulations as a death benefit.  If no primary beneficiary lives
longer than you, death benefits will go to your contingent beneficiary(ies). For
example,  a married  person  with  children  might  name the  spouse as  primary
beneficiary and the children as contingent beneficiaries.
     If you die before annuity payments start, have not named a beneficiary, and
leave no spouse,  your estate receives the entire  accumulation.  
     If you  leave a  spouse,  he or she will  receive  50% of the value of your
accumulation under each certificate; the remainder will be paid to your estate.
     If you do not have the date of birth and / or Social  Security  number  for
one of your  beneficiaries,  you  can  send in this  form  now and  forward  the
information to us later. The beneficiary  designations  that you provide on this
form will apply only to this contract.
     If you have  other  TIAA-CREF  contracts,  you may want to make  sure  your
beneficiary  designations  reflect your current  intentions.  For any  questions
about naming your beneficiary(ies),  please call us at 1 800 842-2776. 

NOTICE OF SPOUSE'S  RIGHT TO ANNUITY DEATH BENEFITS Your  employer's  retirement
plan is subject to the Employee  Retirement Income Security Act of 1974 (ERISA).
Under ERISA,  your  surviving  spouse has a right to an annuity worth 50% of the
value of your accumulation under each certificate at your date of death,  unless
your spouse  consents to the  designation  of another  primary  beneficiary.  To
permit  someone  other than your spouse to receive  more than 50% of the annuity
death benefits, your spouse must sign the consent in Section 5 of the enrollment
form. A spouse's  consent will not be valid with respect to any different spouse
you may have in the future.

4. NOTE:  
Please read all  information  and sign where indicated. 

5. WAIVER OF SPOUSE'S RIGHT TO A PRERETIREMENT SURVIVOR DEATH BENEFIT
If you are  married  and  you  have  not  named  your  spouse  as  your  primary
beneficiary  for at least 50% of your annuity  death  benefits,  then by signing
this  enrollment  form, you are waiving your spouse's  right to a  preretirement
survivor  death benefit and your spouse must agree to this waiver by signing the
consent.  Generally,  you can make  this  waiver  only if you're at least 35. If
you're under 35, please contact your Benefits Office for more  information.  
     You can revoke the waiver any time before  your  annuity  income  begins by
naming your spouse as your primary beneficiary.

CONSENT BY SPOUSE 
By signing  this  consent,  your  spouse is giving up all rights to receive  the
preretirement  survivor  benefit.  Your spouse cannot revoke consent once it has
been given.  Any survivor  benefits payable before annuity income payments begin
will be paid to the beneficiary(ies) you named. (Your spouse's signature must be
witnessed by your employer's plan representative or a notary public.)
     If you would like to receive  CREF's  Statement of Additional  Information,
which  supplements the CREF prospectus,  please call 1 800 842-2733,  ext. 5509.
CREF  certificates and interests in the TIAA Real Estate Account are distributed
by TIAA-CREF Individual & Institutional Services.  Standard GRA/GRA (ERISA) 9/97
FLA.  


<PAGE>



ENROLLMENT FORM FOR TWO SETS OF TIAA AND CREF GROUP RETIREMENT ANNUITY
CERTIFICATES

PLEASE TYPE OR PRINT IN INK AND PROVIDE ALL INFORMATION  REQUESTED.

G/G

1. PERSONAL INFORMATION

Last Name First Middle [ ] Mr. [ ] Mrs. [ ] Ms. [ ] Dr.

[ ]  Other 

Mailing Address      Street        City       State        Zip Code

Daytime Telephone Number          Sex

Date of Birth     Social Security Number       Spouse's  Name ( ) [ ] M   [ ] F 

Mo. Day Yr.

Employing Institution Campus/Branch Job Title/Position

Your Retirement Income Starting Date   The first day of (Month) 

(Year)               , or at the age of .

2. YOUR PREMIUM ALLOCATION

Fill in the amounts you are allocating between employer and employee premiums.

A. Employer Premiums:

TIAA    TIAA    CREF    CREF    CREF     CREF    CREF     CREF     CREF    CREF

Traditional     Real Estate      Stock      Money Market         Social Choice

Bond Market        Global Equities      Growth        Equity Index

Inflation-Linked Bond
%      %      %      %      %      %      %      %      %       %     =     100%
B. Employee Premiums:
%      %      %      %      %      %      %      %      %       %     =     100%

3. YOUR DESIGNATION OF BENEFICIARY

Name(s) of Primary Beneficiary(ies)     Relationship to You       Date of Birth

Social Security Number

Name(s) of Contingent Beneficiary(ies)  Relationship to You       Date of Birth

Social Security Number

4.

You cannot assign or take loans from these certificates. Distributions before
age 591/2, or before termination of service, may be prohibited,  limited, and/or
subject to substantial tax penalties.  Your TIAA certificate allows transfers to
CREF from your Traditional Annuity  accumulation over a ten-year period and from
your Real Estate Account  accumulation  in a single sum. Cash  withdrawals  from
your  Traditional  Annuity  accumulation  are  allowed,  if  permitted  by  your
employer's  retirement plan and subject to a surrender  charge,  only within 120
days after  termination  of  employment.  Your CREF  certificate  may limit,  in
accordance with the terms of your employer's  retirement plan, cash withdrawals,
transfers among the CREF accounts and transfers to alternate  funding  vehicles.
You cannot  transfer  accumulations  between  the set of  certificates  used for
employer premiums and the set used for employee premiums.
     CREF account  accumulations and benefit  payments,  and Real Estate Account
accumulations,  are variable and not  guaranteed;  they depend on the investment
performance of these accounts.
     Under  ERISA,  each  certificate  gives your spouse the right to an annuity
worth 50% of the value of your  accumulations  at the date of your  death.  Your
spouse must consent below to any beneficiary  designation that doesn't meet this
requirement.
     I HAVE READ AND UNDERSTOOD ALL PROVISIONS OF THIS  ENROLLMENT  FORM. I HAVE
RECEIVED A CURRENT CREF PROSPECTUS AND A CURRENT REAL ESTATE ACCOUNT PROSPECTUS.
        

SIGNED                             Date

5. CONSENT TO WAIVER OF SPOUSE'S RIGHT TO A PRERETIREMENT SURVIVOR DEATH BENEFIT
     If you have waived your spouse's  right to a  preretirement  survivor death
benefit under ERISA by naming other primary  beneficiaries  for more than 50% of
any death benefit, your spouse must consent to the waiver.
CONSENT BY SPOUSE (MUST BE WITNESSED)
     With this consent I am voluntarily and irrevocably  giving up my right to a
qualified preretirement survivor death benefit under ERISA. I recognize that any
preretirement death benefit payable under these certificates will be paid to the
beneficiaries as specified above.

Signed (Spouse)          Soc. Sec. No.           Date

Notary or Plan Representative                    Date

Signature of Florida Licensed Agent

LIC. NO. 593282667
                                   Code
F7052.1E (10/95) FLA.


<PAGE>

Any person who  knowingly  and with  intent to injure,  defraud,  or deceive any
insurer  files a  statement  of claim or an  application  containing  any false,
incomplete,  or  misleading  information,  is  guilty  of a felony  of the third
degree.

(C) 1997 Teachers Insurance and Annuity Association o College Retirement
Equities Fund

Printed on Recycled Paper

Teachers 
Insurance and 
Annuity 
Association

College 
Retirement
Equities
Fund

730 Third Avenue
New York, NY 10017-3206
1 800 842-2733
212 490-9000

Standard GRA/GRA (ERISA) 9/97 FLA.


<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++



ENROLLMENT FORM

For Two Sets of TIAA-CREF
Group Retirement Annuity Certificates
For Plans Covered By ERISA
IMPORTANT: Use this enrollment form to enroll in your institution's basic
retirement plan only, not for personal tax-deferred savings.
It's Easy
to
Enroll
Just complete the enrollment form
and return it to your benefits office.
Questions?
Call our Enrollment Hotline at
1 800 842-2888
8am - 11pm ET weekdays
9/97 edition

Instructions for filling out the ENROLLMENT FORM

1. Personal Information

Your  retirement  income  starting  date is when  you  plan to  start  receiving
TIAA-CREF  retirement income. You can change it any time. If you do not select a
date or an age, we will assume age 65 when preparing your benefit illustrations.

2. Your premium allocation

Your institution's retirement plan has two components that provide for:

O        Employer  Premiums,  tax-deferred  under Internal Revenue Code Sections
         401(a)  and  403(a),  to be  applied  to a set of TIAA and  CREF  Group
         Retirement Annuity Certificates, and

O        Employee  Premiums,  remitted on your behalf by your  institution  on a
         tax-deferred  basis under Section  403(b),  to be applied to a separate
         set of TIAA and CREF Group Retirement Annuity Certificates.

You can allocate  premiums to the TIAA Traditional  Annuity,  the CREF Stock and
Money Market accounts,  and to any of the other TIAA and CREF accounts available
under your employer's  retirement plan.


<PAGE>

Before allocating money to any account (other than the TIAA Traditional Annuity)
please  read the current  prospectus.  Premium  allocations  have to be in whole
percentages  and total 100%.

NOTE:  TIAA limits  transfers  from the Real Estate  Account to one per calendar
month. In the future,  TIAA and CREF may restrict transfers from the Real Estate
Account or from any of the CREF accounts to one per calendar  quarter.  TIAA has
the  right to stop  accepting  premiums  and/or  transfers  to the  Real  Estate
Account.

You can change your  allocation of future premiums  anytime.  If your allocation
does not total 100%, if it violates any plan limitations,  or if we receive your
premiums  before we receive your  enrollment  form,  any premiums will go to the
CREF Money Market Account. Upon receiving a valid allocation,  we will apply all
future  premiums  accordingly.  For  more  information,   please  see  the  CREF
prospectus.

3. Your designation of beneficiary

The  beneficiary(ies)  named on this  enrollment  form  will be used for all the
Group  Retirement  Annuity  Certificates  being  issued  now.  If you die before
annuity payments start, your designated  beneficiary(ies) will receive the total
value of your accumulations as a death benefit.  If no primary beneficiary lives
longer than you, death benefits will go to your contingent beneficiary(ies). For
example,  a married  person  with  children  might  name the  spouse as  primary
beneficiary  and the  children as  contingent  beneficiaries.

If you die before annuity  payments  start,  have not named a  beneficiary,  and
leave no spouse,  your estate receives the entire  accumulation.  If you leave a
spouse, he or she will receive 50% of the value of your accumulation  under each
certificate;  the remainder will be paid to your estate.

If you do not have the date of birth and / or Social  Security number for one of
your beneficiaries, you can send in this form now and forward the information to
us later. The beneficiary  designations that you provide on this form will apply
only to this contract.  If you have other TIAA-CREF  contracts,  you may want to
make sure your beneficiary designations reflect your current intentions. For any
questions about naming your beneficiary(ies),  please call us at 1 800 842-2776.

Notice of Spouse's Right to Annuity Death Benefits


<PAGE>

Your  employer's  retirement plan is subject to the Employee  Retirement  Income
Security Act of 1974 (ERISA).  Under ERISA, your surviving spouse has a right to
an annuity worth 50% of the value of your accumulation under each certificate at
your date of death,  unless your spouse  consents to the  designation of another
primary  beneficiary.  To permit  someone other than your spouse to receive more
than 50% of the  annuity  death  benefits,  your spouse must sign the consent in
Section 5 of the  enrollment  form.  A spouse's  consent  will not be valid with
respect to any different spouse you may have in the future.

4. NOTE:

Please read all information and sign where indicated.

5. Waiver of spouse's right to a preretirement survivor death benefit

If you are  married  and  you  have  not  named  your  spouse  as  your  primary
beneficiary  for at least 50% of your annuity  death  benefits,  then by signing
this  enrollment  form, you are waiving your spouse's  right to a  preretirement
survivor  death benefit and your spouse must agree to this waiver by signing the
consent.  Generally,  you can make  this  waiver  only if you're at least 35. If
you're under 35, please contact your Benefits Office for more  information.

You can revoke the waiver any time before your annuity  income  begins by naming
your  spouse as your  primary  beneficiary.

Consent by Spouse

By signing  this  consent,  your  spouse is giving up all rights to receive  the
preretirement  survivor  benefit.  Your spouse cannot revoke consent once it has
been given.  Any survivor  benefits payable before annuity income payments begin
will be paid to the beneficiary(ies) you named. (Your spouse's signature must be
witnessed by your  employer's  plan  representative  or a notary  public.)

CREF  certificates and interests in the TIAA Real Estate Account are distributed
by

TIAA-CREF Individual & Institutional Services.

Standard GRA/GRA (ERISA) 9/97

ENROLLMENT Form FOR TWO SETS OF TIAA and CREF

GROUP RETIREMENT Annuity CERTIFICATES

Please type or print in ink and provide all information requested. G/G

1. Personal Information

Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other Mailing  Address  Street
City State Zip Code Daytime  Telephone  Number Sex Date of Birth Social Security
Number Spouse's Name


<PAGE>

( ) n M n F Mo. Day Yr. Employing Institution Campus/Branch Job Title/Position

Your Retirement Income Starting Date The first day of (Month) (Year) , or at the
age of.

2. Your  Premium  Allocation  Fill in the  amounts  you are  allocating  between
employer and employee premiums.

A. Employer Premiums:

TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF  Traditional Real Estate Stock
Money Market  Social  Choice Bond Market  Global  Equities  Growth  Equity Index
Inflation-Linked Bond % % % % % % % % % % = 100%

B. Employee Premiums:

% % % % % % % % % % = 100%

3. Your Designation of Beneficiary

Name(s)  of  Primary  Beneficiary(ies)Relationship  to You Date of Birth  Social
Security Number Name(s) of Contingent Beneficiary(ies)  Relationship to You Date
of Birth Social  Security  Number

4. You cannot assign or take loans from these certificates. Distributions before
age 591/2, or before termination of service, may be prohibited,  limited, and/or
subject to substantial tax penalties.  Your TIAA certificate allows transfers to
CREF from your Traditional Annuity  accumulation over a ten-year period and from
your Real Estate Account  accumulation  in a single sum. Cash  withdrawals  from
your  Traditional  Annuity  accumulation  are  allowed,  if  permitted  by  your
employer's  retirement plan and subject to a surrender  charge,  only within 120
days after  termination  of  employment.  Your CREF  certificate  may limit,  in
accordance with the terms of your employer's  retirement plan, cash withdrawals,
transfers among the CREF accounts and transfers to alternate  funding  vehicles.
You cannot  transfer  accumulations  between  the set of  certificates  used for
employer  premiums  and  the  set  used  for  employee  premiums.

CREF  account  accumulations  and  benefit  payments,  and Real  Estate  Account
accumulations,  are variable and not  guaranteed;  they depend on the investment
performance of these accounts.


<PAGE>

Under ERISA,  each  certificate  gives your spouse the right to an annuity worth
50% of the value of your  accumulations  at the date of your death.  Your spouse
must  consent  below to any  beneficiary  designation  that  doesn't  meet  this
requirement.

I have read and  understood  all  provisions  of this  enrollment  form.  I have
received a current CREF prospectus and a current Real Estate Account prospectus.

Signed Date

5. Consent to Waiver of Spouse's Right to a Preretirement Survivor Death Benefit

If you have waived your spouse's right to a preretirement survivor death benefit
under ERISA by naming other primary beneficiaries for more than 50% of any death
benefit,  your spouse must  consent to the  waiver.

Consent by Spouse (must be witnessed)

With  this  consent I am  voluntarily  and  irrevocably  giving up my right to a
qualified preretirement survivor death benefit under ERISA. I recognize that any
preretirement death benefit payable under these certificates will be paid to the
beneficiaries as specified  above.

Signed  (Spouse)  Soc. Sec. No. Date

Notary or Plan Representative Date

If you would like to receive CREF's Statement of Additional  Information,  which
supplements the CREF  prospectus,  check here. n

Code

F7052.1E  (10/95)

For your  protection,  some states require a warning  against fraud to appear on
this form.  These states,  including  Colorado,  Kentucky,  New York,  and Ohio,
require a warning  substantially  similar to the following  warning.

People who file  applications  for  insurance  or  statements  of claim commit a
fraudulent  insurance  act if they:

O        knowingly  do so  with  intent  to  injure,  defraud,  or  deceive  any
         insurance company or another person;  and/or

O        knowingly  include  in their  application  or  statement  of claim  any
         materially false or misleading  information;  and/or

O        knowingly conceal information for the purpose of misleading  concerning
         any fact material to the  application or claim. A fraudulent  insurance
         act is a crime, and penalties may include  imprisonment,  fines, denial
         of insurance, and civil damages.

New York residents, please note:


<PAGE>

Civil  penalties  shall not exceed  $5,000 and the stated value of the claim for
each such violation.

Colorado residents, please note:

Any  insurance  company  or any  agent of an  insurance  company  who  knowingly
provides false, incomplete, or misleading facts or information to a policyholder
or to a claimant  for the purpose of  defrauding  or  attempting  to defraud the
policyholder  or the claimant  with regard to a settlement or award payable from
the insurance  proceeds shall be reported to the Colorado  Division of Insurance
within the Department of Regulatory  Agencies.

(C) 1997 Teachers  Insurance and
Annuity Association O College Retirement Equities Fund

Printed on Recycled Paper

Teachers Insurance and Annuity Association

College Retirement Equities Fund

730 Third Avenue
New York, NY 10017-3206
1 800 842-2733
212 490-9000

Standard GRA/GRA (ERISA) 9/97

<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

ENROLLMENT FORM

For Two Sets of TIAA-CREF
Group Retirement Annuity Certificates
For Plans Covered By ERISA
IMPORTANT: Use this enrollment form to enroll in your institution's basic
retirement plan only, not for personal tax-deferred savings.
It's Easy
to
Enroll
Just complete the enrollment form
and return it to your benefits office.
Questions?
Call our Enrollment Hotline at
1 800 842-2888
8am - 11pm ET weekdays
9/97 edition (FLA.)

Instructions for filling out the ENROLLMENT FORM

1. Personal Information

Your  retirement  income  starting  date is when  you  plan to  start  receiving
TIAA-CREF  retirement income. You can change it any time. If you do not select a
date or an age, we will assume age 65 when preparing your benefit illustrations.

2. Your premium allocation

Your institution's retirement plan has two components that provide for:

O        Employer  Premiums,  tax-deferred  under Internal Revenue Code Sections
         401(a)  and  403(a),  to be  applied  to a set of TIAA and  CREF  Group
         Retirement Annuity Certificates, and

O        Employee  Premiums,  remitted on your behalf by your  institution  on a
         tax-deferred  basis under Section  403(b),  to be applied to a separate
         set of TIAA and CREF Group Retirement Annuity Certificates.

You can allocate  premiums to the TIAA Traditional  Annuity,  the CREF Stock and
Money Market accounts,  and to any of the other TIAA and CREF accounts available
under your employer's  retirement plan.  Before  allocating money to any account
(other than the TIAA  Traditional  Annuity) please read the current  prospectus.
Premium  allocations have to be in whole  percentages and total 100%.


<PAGE>

NOTE:  TIAA limits  transfers  from the Real Estate  Account to one per calendar
month. In the future,  TIAA and CREF may restrict transfers from the Real Estate
Account or from any of the CREF accounts to one per calendar  quarter.  TIAA has
the  right to stop  accepting  premiums  and/or  transfers  to the  Real  Estate
Account.

You can change your  allocation of future premiums  anytime.  If your allocation
does not total 100%, if it violates any plan limitations,  or if we receive your
premiums  before we receive your  enrollment  form,  any premiums will go to the
CREF Money Market Account. Upon receiving a valid allocation,  we will apply all
future  premiums  accordingly.  For  more  information,   please  see  the  CREF
prospectus.

3. Your designation of beneficiary

The  beneficiary(ies)  named on this  enrollment  form  will be used for all the
Group  Retirement  Annuity  Certificates  being  issued  now.  If you die before
annuity payments start, your designated  beneficiary(ies) will receive the total
value of your accumulations as a death benefit.  If no primary beneficiary lives
longer than you, death benefits will go to your contingent beneficiary(ies). For
example,  a married  person  with  children  might  name the  spouse as  primary
beneficiary  and the  children as  contingent  beneficiaries.

If you die before annuity  payments  start,  have not named a  beneficiary,  and
leave no spouse,  your estate receives the entire  accumulation.  If you leave a
spouse, he or she will receive 50% of the value of your accumulation  under each
certificate;  the remainder will be paid to your estate.

If you do not have the date of birth and / or Social  Security number for one of
your beneficiaries, you can send in this form now and forward the information to
us later. The beneficiary  designations that you provide on this form will apply
only to this contract.  If you have other TIAA-CREF  contracts,  you may want to
make sure your beneficiary designations reflect your current intentions. For any
questions about naming your beneficiary(ies),  please call us at 1 800 842-2776.

Notice of Spouse's Right to Annuity Death Benefits

Your  employer's  retirement plan is subject to the Employee  Retirement  Income
Security Act of 1974 (ERISA).  Under ERISA, your surviving spouse has a right to
an annuity worth 50% of the value of your accumulation under each certificate at
your date of death,  unless your spouse  consents to the  designation of another
primary  beneficiary.  To permit  someone other than your spouse to receive more
than 50% of the  annuity  death  benefits,  your spouse must sign the consent in
Section 5 of the  enrollment  form.  A spouse's  consent  will not be valid with
respect to any different spouse you may have in the future.


<PAGE>

4. NOTE:

Please read all information and sign where indicated.

5. Waiver of spouse's right to a preretirement survivor death benefit

If you are  married  and  you  have  not  named  your  spouse  as  your  primary
beneficiary  for at least 50% of your annuity  death  benefits,  then by signing
this  enrollment  form, you are waiving your spouse's  right to a  preretirement
survivor  death benefit and your spouse must agree to this waiver by signing the
consent.  Generally,  you can make  this  waiver  only if you're at least 35. If
you're under 35, please contact your Benefits Office for more  information.

You can revoke the waiver any time before your annuity  income  begins by naming
your  spouse as your  primary  beneficiary.

Consent by Spouse

By signing  this  consent,  your  spouse is giving up all rights to receive  the
preretirement  survivor  benefit.  Your spouse cannot revoke consent once it has
been given.  Any survivor  benefits payable before annuity income payments begin
will be paid to the beneficiary(ies) you named. (Your spouse's signature must be
witnessed by your  employer's  plan  representative  or a notary public.)

If you would like to receive CREF's Statement of Additional  Information,  which
supplements  the CREF  prospectus,  please call 1 800 842-2733,  ext. 5509.

CREF  certificates and interests in the TIAA Real Estate Account are distributed
by TIAA-CREF Individual & Institutional Services.

Standard GRA/GRA (ERISA) 9/97 FLA.

ENROLLMENT  FORM FOR TWO SETS OF TIAA and CREF  GROUP  RETIREMENT  Annuity
CERTIFICATES

Please type or print in ink and provide all information requested. G/G

1. Personal Information

Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other Mailing  Address  Street
City State Zip Code Daytime  Telephone  Number Sex Date of Birth Social Security
Number Spouse's Name ( ) n M n F Mo. Day Yr. Employing Institution Campus/Branch
Job Title/Position

<PAGE>

Your Retirement Income Starting Date The first day of (Month) (Year) , or at the
age of.

2. Your  Premium  Allocation  Fill in the  amounts  you are  allocating  between
employer and employee premiums.

A. Employer Premiums:

TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF  Traditional Real Estate Stock
Money Market  Social  Choice Bond Market  Global  Equities  Growth  Equity Index
Inflation-Linked Bond % % % % % % % % % % = 100%

B. Employee Premiums:

% % % % % % % % % % = 100%

3. Your Designation of Beneficiary

Name(s)  of  Primary  Beneficiary(ies)Relationship  to You Date of Birth  Social
Security Number

Name(s) of Contingent Beneficiary(ies)  Relationship to You Date of Birth Social
Security  Number

4. You cannot assign or take loans from these certificates. Distributions before
age 591/2, or before termination of service, may be prohibited,  limited, and/or
subject to substantial tax penalties.  Your TIAA certificate allows transfers to
CREF from your Traditional Annuity  accumulation over a ten-year period and from
your Real Estate Account  accumulation  in a single sum. Cash  withdrawals  from
your  Traditional  Annuity  accumulation  are  allowed,  if  permitted  by  your
employer's  retirement plan and subject to a surrender  charge,  only within 120
days after  termination  of  employment.  Your CREF  certificate  may limit,  in
accordance with the terms of your employer's  retirement plan, cash withdrawals,
transfers among the CREF accounts and transfers to alternate  funding  vehicles.
You cannot  transfer  accumulations  between  the set of  certificates  used for
employer  premiums  and  the  set  used  for  employee  premiums.  CREF  account
accumulations and benefit payments, and Real Estate Account  accumulations,  are
variable and not guaranteed;  they depend on the investment performance of these
accounts.


<PAGE>

Under  ERISA,  each  certificate  gives  your  spouse the right to an
annuity worth 50% of the value of your  accumulations at the date of your death.
Your spouse must consent below to any beneficiary  designation that doesn't meet
this  requirement.

I have read and  understood  all  provisions  of this  enrollment  form.  I have
received a current CREF prospectus and a current Real Estate Account prospectus.

Signed Date

5. Consent to Waiver of Spouse's Right to a Preretirement Survivor Death Benefit

If you have waived your spouse's right to a preretirement survivor death benefit
under ERISA by naming other primary beneficiaries for more than 50% of any death
benefit,  your spouse must  consent to the  waiver.

Consent by Spouse (must be witnessed)

With  this  consent I am  voluntarily  and  irrevocably  giving up my right to a
qualified preretirement survivor death benefit under ERISA. I recognize that any
preretirement death benefit payable under these certificates will be paid to the
beneficiaries as specified  above.

Signed (Spouse) Soc. Sec. No. Date

Notary or Plan Representative Date

Signature of Florida Licensed Agent

LIC. NO. 593282667

Code

F7052.1E (10/95) FLA.

Any person  who  knowingly  and with  intent to injure,
defraud,  or deceive any insurer  files a statement  of claim or an  application
containing  any false,  incomplete,  or misleading  information,  is guilty of a
felony of the third degree.

(C) 1997 Teachers Insurance and Annuity Association  (Degree) College Retirement
Equities Fund

Printed on Recycled Paper

Teachers Insurance and Annuity Association

College Retirement Equities Fund

730 Third Avenue
New York, NY 10017-3206
1 800 842-2733
212 490-9000

Standard GRA/GRA (ERISA) 9/97 FLA.

<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
ENROLLMENT FORM

For Two Sets of TIAA-CREF
Group Retirement Annuity Certificates
For Plans Covered By ERISA
IMPORTANT: Use this enrollment form to enroll in your institution's basic
retirement plan only, not for personal tax-deferred savings.
It's Easy
to
Enroll
Just complete the enrollment form
and return it to your benefits office.
Questions?
Call our Enrollment Hotline at
1 800 842-2888
8am - 11pm ET weekdays
9/97 edition (CA)

Instructions for filling out the ENROLLMENT FORM

1. Personal Information

Your  retirement  income  starting  date is when  you  plan to  start  receiving
TIAA-CREF  retirement income. You can change it any time. If you do not select a
date or an age, we will assume age 65 when preparing your benefit illustrations.

2. Your premium allocation

Your institution's retirement plan has two components that provide for:

O        Employer  Premiums,  tax-deferred  under Internal Revenue Code Sections
         401(a)  and  403(a),  to be  applied  to a set of TIAA and  CREF  Group
         Retirement Annuity Certificates, and

O        Employee  Premiums,  remitted on your behalf by your  institution  on a
         tax-deferred  basis under Section  403(b),  to be applied to a separate
         set of TIAA and CREF Group Retirement Annuity Certificates.

You can allocate  premiums to the TIAA Traditional  Annuity,  the CREF Stock and
Money Market  accounts,  and to any of the other CREF accounts  available  under
your employer's  retirement plan.  Before allocating money to any account (other
than the TIAA Traditional  Annuity) please read the current prospectus.  Premium
allocations have to be in whole percentages and total 100%.


<PAGE>

NOTE: In the future,  CREF may restrict  transfers from any of the CREF accounts
to one per calendar  quarter. 

You can change your  allocation of future premiums  anytime.  If your allocation
does not total 100%, if it violates any plan limitations,  or if we receive your
premiums  before we receive your  enrollment  form,  any premiums will go to the
CREF Money Market Account. Upon receiving a valid allocation,  we will apply all
future  premiums  accordingly.  For  more  information,   please  see  the  CREF
prospectus.

CALIFORNIA  RESIDENTS  PLEASE NOTE:  These  annuity  certificates  are issued in
California,  where the TIAA Real  Estate  Account is not  available.  California
residents  cannot allocate to this account.


3. Your designation of beneficiary

The  beneficiary(ies)  named on this  enrollment  form  will be used for all the
Group  Retirement  Annuity  Certificates  being  issued  now.  If you die before
annuity payments start, your designated  beneficiary(ies) will receive the total
value of your accumulations as a death benefit.  If no primary beneficiary lives
longer than you, death benefits will go to your contingent beneficiary(ies). For
example,  a married  person  with  children  might  name the  spouse as  primary
beneficiary  and the  children as  contingent  beneficiaries.

If you die before annuity  payments  start,  have not named a  beneficiary,  and
leave no spouse,  your estate receives the entire  accumulation.  If you leave a
spouse, he or she will receive 50% of the value of your accumulation  under each
certificate;  the remainder will be paid to your estate.  If you do not have the
date of birth and / or Social Security number for one of your beneficiaries, you
can  send  in this  form  now and  forward  the  information  to us  later.  The
beneficiary  designations  that you provide on this form will apply only to this
contract. If you have other TIAA-CREF contracts,  you may want to make sure your
beneficiary  designations  reflect your current  intentions.  For any  questions
about naming your beneficiary(ies),  please call us at 1 800 842-2776.

Notice of Spouse's  Right to Annuity Death Benefits

Your  employer's  retirement plan is subject to the Employee  Retirement  Income
Security Act of 1974 (ERISA).  Under ERISA, your surviving spouse has a right to
an annuity worth 50% of the value of your accumulation under each certificate at
your date of death,  unless your spouse  consents to the  designation of another
primary  beneficiary.  To permit  someone other than your spouse to receive more
than 50% of the  annuity  death  benefits,  your spouse must sign the consent in
Section 5 of the  enrollment  form.  A spouse's  consent  will not be valid with
respect to any different spouse you may have in the future.


<PAGE>

4. NOTE:

Please  read all  information  and sign where  indicated.

5. Waiver of spouse's right to a preretirement survivor death benefit

If you are  married  and  you  have  not  named  your  spouse  as  your  primary
beneficiary  for at least 50% of your annuity  death  benefits,  then by signing
this  enrollment  form, you are waiving your spouse's  right to a  preretirement
survivor  death benefit and your spouse must agree to this waiver by signing the
consent.  Generally,  you can make  this  waiver  only if you're at least 35. If
you're under 35, please contact your Benefits Office for more  information.

You can revoke the waiver any time before your annuity  income  begins by naming
your  spouse as your  primary  beneficiary.

Consent by Spouse

By signing  this  consent,  your  spouse is giving up all rights to receive  the
preretirement  survivor  benefit.  Your spouse cannot revoke consent once it has
been given.  Any survivor  benefits payable before annuity income payments begin
will be paid to the beneficiary(ies) you named. (Your spouse's signature must be
witnessed by your  employer's  plan  representative  or a notary  public.)

CREF  certificates  are  distributed  by TIAA-CREF  Individual  &  Institutional
Services.

Standard GRA/GRA (ERISA) 9/97 CA

ENROLLMENT  FORM  FOR  TWO  SETS OF  TIAA  and  CREF  GROUP  RETIREMENT  Annuity
CERTIFICATES

Please  type or print  in ink and  provide  all  information  requested.  G/G

1. Personal Information

Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other Mailing  Address  Street
City State Zip Code Daytime  Telephone  Number Sex Date of Birth Social Security
Number Spouse's Name ( ) n M n F Mo. Day Yr. Employing Institution Campus/Branch
Job Title/Position


<PAGE>

Your Retirement Income Starting Date The first day of (Month) (Year) , or at the
age of.

2. Your  Premium  Allocation  Fill in the  amounts  you are  allocating  between
employer and employee premiums.

A. Employer Premiums:

TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF  Traditional Real Estate Stock
Money Market  Social  Choice Bond Market  Global  Equities  Growth  Equity Index
Inflation-Linked Bond % N/A % % % % % % % % % = 100%

B. Employee Premiums:

% N/A % % % % % % % % % = 100%

3. Your Designation of Beneficiary

Name(s)  of  Primary  Beneficiary(ies)Relationship  to You Date of Birth  Social
Security Number Name(s) of Contingent Beneficiary(ies)  Relationship to You Date
of Birth Social  Security  Number

4. You cannot assign or take loans from these certificates. Distributions before
age 591/2, or before termination of service, may be prohibited,  limited, and/or
subject to substantial tax penalties.  Your TIAA certificate allows transfers to
CREF from your Traditional Annuity  accumulation over a ten-year period and from
your Real Estate Account  accumulation  in a single sum. Cash  withdrawals  from
your  Traditional  Annuity  accumulation  are  allowed,  if  permitted  by  your
employer's  retirement plan and subject to a surrender  charge,  only within 120
days after  termination  of  employment.  Your CREF  certificate  may limit,  in
accordance with the terms of your employer's  retirement plan, cash withdrawals,
transfers among the CREF accounts and transfers to alternate  funding  vehicles.
You cannot  transfer  accumulations  between  the set of  certificates  used for
employer  premiums  and  the  set  used  for  employee  premiums.

CREF  account  accumulations  and  benefit  payments,  and Real  Estate  Account
accumulations,  are variable and not  guaranteed;  they depend on the investment
performance of these accounts.

Under  ERISA,  each  certificate  gives  your  spouse the right to an
annuity worth 50% of the value of your  accumulations at the date of your death.
Your spouse must consent below to any beneficiary  designation that doesn't meet
this  requirement.


<PAGE>

I have read and  understood  all  provisions  of this  enrollment  form.  I have
received a current CREF prospectus and a current Real Estate Account prospectus.

Signed Date

5. Consent to Waiver of Spouse's Right to a Preretirement Survivor Death Benefit

If you have waived your spouse's right to a preretirement survivor death benefit
under ERISA by naming other primary beneficiaries for more than 50% of any death
benefit,  your spouse must  consent to the  waiver.

Consent by Spouse (must be witnessed)

With this consent I am voluntarily and irrevocably giving up my right
to a qualified  preretirement  survivor  death benefit under ERISA.  I recognize
that any  preretirement  death benefit payable under these  certificates will be
paid to the beneficiaries as specified above.

Signed (Spouse) Soc. Sec. No. Date

Notary or Plan Representative Date

If you would like to receive CREF's Statement of Additional  Information,  which
supplements the CREF prospectus, check here. n

Code

F7052.1E (10/95) CA

(C) 1997 Teachers Insurance and Annuity Association  (Degree) College Retirement
Equities Fund

Printed on Recycled Paper

Teachers Insurance and Annuity Association

College Retirement Equities Fund

730 Third Avenue
New York, NY 10017-3206
1 800 842-2733
212 490-9000

Standard GRA/GRA (ERISA) 9/97 CA



ENROLLMENT FORM
For Two Sets of TIAA-CREF
Group Retirement Annuity Certificates
For Plans Not Covered By ERISA
IMPORTANT: Use this enrollment form to enroll in your institution's basic
retirement plan only, not for personal tax-deferred savings.
It's Easy
to
Enroll
Just complete the enrollment form
and return it to your benefits office.
Questions?
Call our Enrollment Hotline at
1 800 842-2888
8am - 11pm ET weekdays
9/97 edition

Instructions for filling out the ENROLLMENT FORM

1. Personal Information

Your  retirement  income  starting  date is when  you  plan to  start  receiving
TIAA-CREF  retirement income. You can change it any time. If you do not select a
date or an age, we will assume age 65 when preparing your benefit illustrations.

2. Your premium allocation

Your institution's retirement plan has two components that provide for:

O        Employer  Premiums,  tax-deferred  under Internal Revenue Code Sections
         401(a)  and  403(a),  to be  applied  to a set of TIAA and  CREF  Group
         Retirement Annuity Certificates, and

O        Employee  Premiums,  remitted on your behalf by your  institution  on a
         tax-deferred  basis under Section  403(b),  to be applied to a separate
         set of TIAA and CREF Group Retirement Annuity Certificates.

You can allocate  premiums to the TIAA Traditional  Annuity,  the CREF Stock and
Money Market accounts,  and to any of the other TIAA and CREF accounts available
under your employer's  retirement plan.

<PAGE>

Before allocating money to any account (other than the TIAA Traditional Annuity)
please  read the current  prospectus.  Premium  allocations  have to be in whole
percentages  and total 100%.

NOTE:  TIAA limits  transfers  from the Real Estate  Account to one per calendar
month. In the future,  TIAA and CREF may restrict transfers from the Real Estate
Account or from any of the CREF accounts to one per calendar  quarter.  TIAA has
the  right to stop  accepting  premiums  and/or  transfers  to the  Real  Estate
Account.

You can change your  allocation of future premiums  anytime.  If your allocation
does not total 100%, if it violates any plan limitations,  or if we receive your
premiums  before we receive your  enrollment  form,  any premiums will go to the
CREF Money Market Account. Upon receiving a valid allocation,  we will apply all
future  premiums  accordingly.  For  more  information,   please  see  the  CREF
prospectus.

3. Your designation of beneficiary

The  beneficiary(ies)  named on this  enrollment  form  will be used for all the
Group  Retirement  Annuity  Certificates  being  issued  now.  If you die before
annuity payments start, your designated  beneficiary(ies) will receive the total
value of your accumulations as a death benefit.  If no primary beneficiary lives
longer than you, death benefits will go to your contingent beneficiary(ies). For
example,  a married  person  with  children  might  name the  spouse as  primary
beneficiary  and the  children as  contingent  beneficiaries.

If you die before annuity  payments  start,  have not named a  beneficiary,  and
leave no spouse,  your estate receives the entire  accumulation.  If you leave a
spouse, he or she will receive 50% of the value of your accumulation  under each
certificate;  the remainder will be paid to your estate.

If you do not have the date of birth and / or Social  Security number for one of
your beneficiaries, you can send in this form now and forward the information to
us later. The beneficiary  designations that you provide on this form will apply
only to this contract.  If you have other TIAA-CREF  contracts,  you may want to
make sure your beneficiary designations reflect your current intentions. For any
questions about naming your beneficiary(ies),  please call us at 1 800 842-2776.

4. NOTE:

Please read all  information and sign where  indicated.

CREF  certificates and interests in the TIAA Real Estate Account are distributed
by

<PAGE>

TIAA-CREF Individual & Institutional Services.

Standard GRA/GRA (Non-ERISA) 9/97

ENROLLMENT  Form  FOR  TWO  SETS OF  TIAA  and  CREF  GROUP  Retirement  Annuity
CERTIFICATES 

(FOR PLANS NOT COVERED BY ERISA) G/G

Please type or print in ink and provide all information requested.

1. Personal Information

Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other Mailing  Address  Street
City State Zip Code Daytime  Telephone  Number Sex Date of Birth Social Security
Number Spouse's Name ( ) n M n F Mo. Day Yr. Employing Institution Campus/Branch
Job Title/Position Your Retirement Income Starting Date The first day of (Month)
(Year) , or at the age of.

2. Your  Premium  Allocation  Fill in the  amounts  you are  allocating  between
employer and employee premiums.

A. Employer Premiums:

TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF  Traditional Real Estate Stock
Money Market  Social  Choice Bond Market  Global  Equities  Growth  Equity Index
Inflation-Linked Bond % % % % % % % % % % = 100%

B. Employee Premiums:

% % % % % % % % % % = 100%

3. Your Designation of Beneficiary

Name(s)  of  Primary  Beneficiary(ies)Relationship  to You Date of Birth  Social
Security Number

Name(s) of Contingent Beneficiary(ies)  Relationship to You Date of Birth Social
Security  Number

4. This enrollment form is for  certificates  issued under a retirement plan not
covered  by  the  Employee  Retirement  Income  Security  Act of  1974  (ERISA).
Generally,  retirement plans other than those of public institutions and certain
churches  are covered by ERISA.  If you are  employed at any time by an employer
whose retirement plan is covered by ERISA, your benefits from contributions made
under that plan will be subject to your spouse's rights.  This could affect your
beneficiary  designation  if you have named someone other than your spouse.

You cannot assign or take loans from these  certificates.  Distributions  before
age 591/2, or before termination of service, may be prohibited,  limited, and/or
subject to substantial tax penalties.  Your TIAA certificate allows transfers to
CREF from your Traditional Annuity  accumulation over a ten-year period and from
your Real Estate Account  accumulation  in a single sum. Cash  withdrawals  from
your  Traditional  Annuity  accumulation  are  allowed,  if  permitted  by  your
employer's  retirement plan and subject to a surrender  charge,  only within 120
days after  termination  of  employment.  Your CREF  certificate  may limit,  in
accordance with the terms of your employer's  retirement plan, cash withdrawals,
transfers among the CREF accounts and transfers to alternate  funding  vehicles.
You cannot  transfer  accumulations  between  the set of  certificates  used for
employer  premiums  and  the  set  used  for  employee  premiums.

CREF  account  accumulations  and  benefit  payments,  and Real  Estate  Account
accumulations,  are variable and not  guaranteed;  they depend on the investment
performance of these accounts.

I have read and  understood  all  provisions  of this  enrollment  form.  I have
received a current CREF prospectus and a current Real Estate Account prospectus.

Signed (Employee) Date

If you would like to receive CREF's Statement of Additional  Information,  which
supplements the CREF  prospectus,  check here. n

Code

F7052.1N (10/95)

For your  protection,  some states require a warning  against fraud to appear on
this form.  These states,  including  Colorado,  Kentucky,  New York,  and Ohio,
require a warning  substantially  similar to the following  warning.

People who file  applications  for  insurance  or  statements  of claim commit a
fraudulent  insurance  act if they:

O         knowingly  do so with  intent  to  injure,  defraud,  or  deceive  any
insurance company or another person;  and/or

O         knowingly  include  in their  application  or  statement  of claim any
materially false or misleading  information;  and/or

O         knowingly conceal information for the purpose of misleading concerning
any fact material to the  application or claim.

<PAGE>

A fraudulent  insurance act is a crime, and penalties may include  imprisonment,
fines, denial of insurance, and civil damages. New York residents,  please note:
Civil  penalties  shall not exceed  $5,000 and the stated value of the claim for
each such violation.  Colorado residents,  please note: Any insurance company or
any agent of an insurance company who knowingly provides false,  incomplete,  or
misleading  facts or  information  to a  policyholder  or to a claimant  for the
purpose of defrauding or attempting to defraud the  policyholder or the claimant
with regard to a settlement or award payable from the insurance  proceeds  shall
be reported to the  Colorado  Division of  Insurance  within the  Department  of
Regulatory  Agencies.

(C) 1997 Teachers Insurance and Annuity Association  (Degree) College Retirement
Equities Fund

Printed on Recycled Paper

Teachers Insurance and Annuity Association

College Retirement Equities Fund

730 Third Avenue
New York, NY 10017-3206
1 800 842-2733
212 490-9000

Standard GRA/GRA (Non-ERISA) 9/97

ENROLLMENT FORM
For Two Sets of TIAA-CREF
Group Retirement Annuity Certificates
For Plans Not Covered By ERISA

IMPORTANT: Use this enrollment form to enroll in your institution's basic
retirement plan only, not for personal tax-deferred savings.

It's Easy
to
Enroll
Just complete the enrollment form
and return it to your benefits office.
Questions?
Call our Enrollment Hotline at
1 800 842-2888
8am - 11pm ET weekdays
9/97 edition (FLA.)

Instructions for filling out the ENROLLMENT FORM

1. Personal Information

Your  retirement  income  starting  date is when  you  plan to  start  receiving
TIAA-CREF  retirement income. You can change it any time. If you do not select a
date or an age, we will assume age 65 when preparing your benefit illustrations.

2. Your premium allocation

Your institution's retirement plan has two components that provide for:

O        Employer Premiums, tax-deferred under Internal
         Revenue Code Sections 401(a) and 403(a), to be applied to a set of TIAA
         and CREF Group Retirement Annuity Certificates, and

O        Employee  Premiums,  remitted on your behalf by your  institution  on a
         tax-deferred  basis under Section  403(b),  to be applied to a separate
         set of TIAA and CREF Group Retirement Annuity Certificates.


<PAGE>

You can allocate  premiums to the TIAA Traditional  Annuity,  the CREF Stock and
Money Market accounts,  and to any of the other TIAA and CREF accounts available
under your employer's  retirement plan.  Before  allocating money to any account
(other than the TIAA  Traditional  Annuity) please read the current  prospectus.
Premium  allocations have to be in whole  percentages and total 100%.

NOTE:  TIAA limits  transfers  from the Real Estate  Account to one per calendar
month. In the future,  TIAA and CREF may restrict transfers from the Real Estate
Account or from any of the CREF accounts to one per calendar  quarter.  TIAA has
the  right to stop  accepting  premiums  and/or  transfers  to the  Real  Estate
Account.

You can change your  allocation of future premiums  anytime.  If your allocation
does not total 100%, if it violates any plan limitations,  or if we receive your
premiums  before we receive your  enrollment  form,  any premiums will go to the
CREF Money Market Account. Upon receiving a valid allocation,  we will apply all
future  premiums  accordingly.  For  more  information,   please  see  the  CREF
prospectus.

3. Your designation of beneficiary

The  beneficiary(ies)  named on this  enrollment  form  will be used for all the
Group  Retirement  Annuity  Certificates  being  issued  now.  If you die before
annuity payments start, your designated  beneficiary(ies) will receive the total
value of your accumulations as a death benefit.  If no primary beneficiary lives
longer than you, death benefits will go to your contingent beneficiary(ies). For
example,  a married  person  with  children  might  name the  spouse as  primary
beneficiary  and the  children as  contingent  beneficiaries.

If you die before annuity  payments  start,  have not named a  beneficiary,  and
leave no spouse,  your estate receives the entire  accumulation.  If you leave a
spouse, he or she will receive 50% of the value of your accumulation  under each
certificate;  the remainder will be paid to your estate.

If you do not have the date of birth and / or Social  Security number for one of
your beneficiaries, you can send in this form now and forward the information to
us later. The beneficiary  designations that you provide on this form will apply
only to this contract.  If you have other TIAA-CREF  contracts,  you may want to
make sure your beneficiary designations reflect your current intentions. For any
questions about naming your beneficiary(ies),  please call us at 1 800 842-2776.

4. NOTE:

Please read all information and sign where indicated.

CREF  certificates and interests in the TIAA Real Estate Account are distributed
by TIAA-CREF Individual & Institutional  Services.  Standard GRA/GRA (Non-ERISA)
9/97 FLA.

<PAGE>

ENROLLMENT  FORM  FOR  TWO  SETS OF  TIAA  and  CREF  GROUP  Retirement  Annuity
CERTIFICATES  (FOR PLANS NOT  COVERED BY ERISA) G/G Please  type or print in ink
and provide all information  requested.

1. Personal Information

Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other Mailing  Address  Street
City State Zip Code Daytime  Telephone  Number Sex Date of Birth Social Security
Number Spouse's Name ( ) n M n F Mo. Day Yr. Employing Institution Campus/Branch
Job Title/Position Your Retirement Income Starting Date The first day of (Month)
(Year) , or at the age of.

2. Your  Premium  Allocation  Fill in the  amounts  you are  allocating  between
employer and employee premiums.

A. Employer Premiums:

TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF  Traditional Real Estate Stock
Money Market  Social  Choice Bond Market  Global  Equities  Growth  Equity Index
Inflation-Linked Bond % % % % % % % % % % = 100%

B. Employee Premiums:

% % % % % % % % % % = 100%

3. Your Designation of Beneficiary

Name(s)  of  Primary  Beneficiary(ies)Relationship  to You Date of Birth  Social
Security Number Name(s) of Contingent Beneficiary(ies)  Relationship to You Date
of Birth Social  Security  Number

4. This enrollment form is for  certificates  issued under a retirement plan not
covered  by  the  Employee  Retirement  Income  Security  Act of  1974  (ERISA).
Generally,  retirement plans other than those of public institutions and certain
churches  are covered by ERISA.  If you are  employed at any time by an employer
whose retirement plan is covered by ERISA, your benefits from contributions made
under that plan will be subject to your spouse's rights.  This could affect your
beneficiary  designation  if you have named someone other than your spouse.

<PAGE>

You cannot assign or take loans from these  certificates.  Distributions  before
age 591/2, or before termination of service, may be prohibited,  limited, and/or
subject to substantial tax penalties.  Your TIAA certificate allows transfers to
CREF from your Traditional Annuity  accumulation over a ten-year period and from
your Real Estate Account  accumulation  in a single sum. Cash  withdrawals  from
your  Traditional  Annuity  accumulation  are  allowed,  if  permitted  by  your
employer's  retirement plan and subject to a surrender  charge,  only within 120
days after  termination  of  employment.  Your CREF  certificate  may limit,  in
accordance with the terms of your employer's  retirement plan, cash withdrawals,
transfers among the CREF accounts and transfers to alternate  funding  vehicles.
You cannot  transfer  accumulations  between  the set of  certificates  used for
employer  premiums  and  the  set  used  for  employee  premiums.  CREF  account
accumulations and benefit payments, and Real Estate Account  accumulations,  are
variable and not guaranteed;  they depend on the investment performance of these
accounts.

I have read and  understood  all  provisions  of this  enrollment  form.  I have
received a current CREF prospectus and a current Real Estate Account prospectus.

Signed (Employee) Date

Signature of Florida Licensed Agent

LIC. NO. 593282667

If you would like to receive CREF's Statement of Additional  Information,  which
supplements the CREF  prospectus,  check here. n

Code

F7052.1N  (10/95) FLA.

Any person who  knowingly  and with  intent to injure,  defraud,  or deceive any
insurer  files a  statement  of claim or an  application  containing  any false,
incomplete,  or  misleading  information,  is  guilty  of a felony  of the third
degree.

(C) 1997 Teachers Insurance and Annuity Association  (Degree) College Retirement
Equities Fund

Printed on Recycled Paper

Teachers Insurance and Annuity Association

College Retirement Equities Fund

730 Third Avenue
New York, NY 10017-3206
1 800 842-2733
212 490-9000

Standard GRA/GRA (Non-ERISA) 9/97 FLA.

<PAGE>


ENROLLMENT FORM

For Two Sets of TIAA-CREF
Group Retirement Annuity Certificates
For Plans Not Covered By ERISA

IMPORTANT: Use this enrollment form to enroll in your institution's basic
retirement plan only, not for personal tax-deferred savings.It's Easy
to
Enroll
Just complete the enrollment form
and return it to your benefits office.
Questions?
Call our Enrollment Hotline at
1 800 842-2888
8am - 11pm ET weekdays
9/97 edition (CA)

Instructions for filling out the ENROLLMENT FORM

1. Personal Information

Your  retirement  income  starting  date is when  you  plan to  start  receiving
TIAA-CREF  retirement income. You can change it any time. If you do not select a
date or an age, we will assume age 65 when preparing your benefit illustrations.

2. Your premium allocation

Your institution's retirement plan has two components that provide for:

O        Employer  Premiums,  tax-deferred  under Internal Revenue Code Sections
         401(a)  and  403(a),  to be  applied  to a set of TIAA and  CREF  Group
         Retirement Annuity Certificates, and

O        Employee  Premiums,  remitted on your behalf by your  institution  on a
         tax-deferred  basis under Section  403(b),  to be applied to a separate
         set of TIAA and CREF Group Retirement Annuity Certificates.

You can allocate  premiums to the TIAA Traditional  Annuity,  the CREF Stock and
Money Market  accounts,  and to any of the other CREF accounts  available  under
your employer's  retirement plan.  Before allocating money to any account (other
than the TIAA Traditional  Annuity) please read the current prospectus.  Premium
allocations have to be in whole percentages and total 100%.


<PAGE>

NOTE: In the future,  CREF may restrict  transfers from any of the CREF accounts
to one per calendar  quarter.

You can change your  allocation of future premiums  anytime.  If your allocation
does not total 100%, if it violates any plan limitations,  or if we receive your
premiums  before we receive your  enrollment  form,  any premiums will go to the
CREF Money Market Account. Upon receiving a valid allocation,  we will apply all
future  premiums  accordingly.  For  more  information,   please  see  the  CREF
prospectus.

CALIFORNIA  RESIDENTS  PLEASE NOTE:  These  annuity  certificates  are issued in
California,  where the TIAA Real  Estate  Account is not  available.  California
residents  cannot allocate to this account.

3. Your designation of beneficiary

The  beneficiary(ies)  named on this  enrollment  form  will be used for all the
Group  Retirement  Annuity  Certificates  being  issued  now.  If you die before
annuity payments start, your designated  beneficiary(ies) will receive the total
value of your accumulations as a death benefit.  If no primary beneficiary lives
longer than you, death benefits will go to your contingent beneficiary(ies). For
example,  a married  person  with  children  might  name the  spouse as  primary
beneficiary  and the  children as  contingent  beneficiaries.

If you die before annuity  payments  start,  have not named a  beneficiary,  and
leave no spouse,  your estate receives the entire  accumulation.  If you leave a
spouse, he or she will receive 50% of the value of your accumulation  under each
certificate;  the remainder will be paid to your estate.

If you do not have the date of birth and / or Social  Security number for one of
your beneficiaries, you can send in this form now and forward the information to
us later. The beneficiary  designations that you provide on this form will apply
only to this contract.  If you have other TIAA-CREF  contracts,  you may want to
make sure your beneficiary designations reflect your current intentions. For any
questions about naming your beneficiary(ies),  please call us at 1 800 842-2776.

4. NOTE:

Please read all  information and sign where  indicated.  CREF  certificates  are
distributed by TIAA-CREF Individual & Institutional  Services.  Standard GRA/GRA
(Non-ERISA)  9/97 CA


<PAGE>

ENROLLMENT  FORM  FOR  TWO  SETS OF  TIAA  and  CREF  GROUP  Retirement  Annuity
CERTIFICATES  (FOR PLANS NOT  COVERED BY ERISA) G/G Please  type or print in ink
and provide all information  requested.

1. Personal Information

Last Name First Middle n Mr. n Mrs. n Ms. n Dr. n Other Mailing  Address  Street
City State Zip Code Daytime  Telephone  Number Sex Date of Birth Social Security
Number Spouse's Name ( ) n M n F Mo. Day Yr. Employing Institution Campus/Branch
Job Title/Position

Your Retirement Income Starting Date The first day of (Month) (Year) , or at the
age of.

2. Your  Premium  Allocation  Fill in the  amounts  you are  allocating  between
employer and employee premiums.

A. Employer Premiums:

TIAA TIAA CREF CREF CREF CREF CREF CREF CREF CREF  Traditional Real Estate Stock
Money Market  Social  Choice Bond Market  Global  Equities  Growth  Equity Index
Inflation-Linked Bond % N/A % % % % % % % % % = 100%

B. Employee Premiums:

% N/A % % % % % % % % % = 100%

3. Your Designation of Beneficiary

Name(s)  of  Primary  Beneficiary(ies)Relationship  to You Date of Birth  Social
Security Number Name(s) of Contingent Beneficiary(ies)  Relationship to You Date
of Birth Social  Security  Number

4. This enrollment form is for  certificates  issued under a retirement plan not
covered  by  the  Employee  Retirement  Income  Security  Act of  1974  (ERISA).
Generally,  retirement plans other than those of public institutions and certain
churches  are covered by ERISA.  If you are  employed at any time by an employer
whose retirement plan is covered by ERISA, your benefits from contributions made
under that plan will be subject to your spouse's rights.  This could affect your
beneficiary  designation  if you have named someone other than your spouse.


<PAGE>

You cannot assign or take loans from these  certificates.  Distributions  before
age 591/2, or before termination of service, may be prohibited,  limited, and/or
subject to substantial tax penalties.  Your TIAA certificate allows transfers to
CREF from your Traditional Annuity  accumulation over a ten-year period and from
your Real Estate Account  accumulation  in a single sum. Cash  withdrawals  from
your  Traditional  Annuity  accumulation  are  allowed,  if  permitted  by  your
employer's  retirement plan and subject to a surrender  charge,  only within 120
days after  termination  of  employment.  Your CREF  certificate  may limit,  in
accordance with the terms of your employer's  retirement plan, cash withdrawals,
transfers among the CREF accounts and transfers to alternate  funding  vehicles.
You cannot  transfer  accumulations  between  the set of  certificates  used for
employer  premiums  and  the  set  used  for  employee  premiums.  CREF  account
accumulations and benefit payments, and Real Estate Account  accumulations,  are
variable and not guaranteed;  they depend on the investment performance of these
accounts.

I have read and  understood  all  provisions  of this  enrollment  form.  I have
received a current CREF prospectus and a current Real Estate Account prospectus.

Signed (Employee) Date

If you would like to receive CREF's Statement of Additional  Information,  which
supplements the CREF prospectus, check here. n

Code

F7052.1N (10/95) CA

(C) 1997 Teachers Insurance and Annuity Association  (Degree) College Retirement
Equities Fund

Printed on Recycled Paper

Teachers Insurance and Annuity Association

College Retirement Equities Fund

730 Third Avenue
New York, NY 10017-3206
1 800 842-2733
212 490-9000

Standard GRA/GRA (Non-ERISA) 9/97 CA


                              TIAA-CREF RETIREMENT PLAN

PURPOSE

The TIAA Retirement Plan (the "Plan") is a Defined Contribution Plan that
provides retirement benefits for participating employees. It was established on
July 1, 1929. Benefits are provided through:

A.   Teachers Insurance and Annuity Association (TIAA). TIAA provides
     traditional and variable annuities. Variable annuities are through its Real
     Estate Account.

B.   College Retirement Equities Fund (CREF). CREF is TIAA's companion
     organization, providing variable annuities.

The Plan operates under Section 401(a) of the Internal Revenue Code. TIAA is the
plan administrator and is responsible for plan operations. The Plan year extends
from January 1 to December 31.

ELIGIBILITY

All employees (other than Leased Employees) of TIAA are eligible to participate
in the Plan.

PARTICIPATION

If you are an eligible employee, other than an hourly employee, you will begin
participation in this Plan on the first of the month following the attainment of
age 21 and the completion of "6" consecutive months of service starting with
your date of employment. If you are an eligible employee who is an hourly
employee, participation in the Plan will begin after you have attained age 21
and completed 500 or more hours of service in a "6" consecutive month period
starting with your date of employment.

TIAA will notify you when you've completed the requirements needed to
participate in the Plan. In order to participate in the plan, TIAA may require
you to complete and return the appropriate enrollment form(s). Failure to
complete and return such form(s) my be deemed a waiver of your rights to
participate.

Each participant is entitled to the benefits and is bound by all of the terms,
provisions, and conditions of the Plan, including any and all amendments which
from time to time may be adopted, including the terms, provisions and


                                     TRP-1


<PAGE>

conditions of any contract and/or  certificate  issued to the participant  under
the Plan. All determinations about eligibility and participation will be made by
TIAA.  TIAA will base its  determinations  on its records and the official  plan
document. In the event of an inconsistency between this Summary and the official
plan document, the plan document will control.

PLAN CONTRIBUTIONS

When you become a participant, employer contributions will be made on your
behalf on a semi-monthly basis for all periods except for periods in which you
receive no compensation. Employer contributions are a percentage of compensation
that varies depending upon your age as set forth on the following schedule:

                      Age-graded contribution schedule
             PLAN CONTRIBUTIONS AS A PERCENTAGE OF COMPENSATION
- --------------------------------------------------------------------------------
Participant's Attained Age                                      TIAA
- --------------------------------------------------------------------------------
Through the pay period in which your 25th                       8%
birthday occurs
- --------------------------------------------------------------------------------
From the pay period following your 25th
birthday through the pay period in which                        10%
your 30th birthday occurs
- --------------------------------------------------------------------------------
From the pay period following your 30th
birthday through the pay period in which                        15%
your 45th birthday occurs
- --------------------------------------------------------------------------------
From the pay period following your 45th
birthday through the pay period in which                        18%
your 55th birthday occurs
- --------------------------------------------------------------------------------
From the pay period following your 55th                         20%
birthday
- --------------------------------------------------------------------------------

Compensation for the purpose of this Plan means your salary as paid to you prior
to the application of (i) contributions made pursuant to a salary reduction
agreement which are not includable in your gross income under the TIAA flexible
benefit and tax-deferred annuity plans; and (ii) any lump sum or single sum
salary advance agreement; but excluding any service award, overtime pay,
bonuses, or any other nonregular compensation (including flex benefit credits).

The annual compensation taken into account under the Plan for any year shall not
exceed $150,000, as adjusted



                                     TRP-2



<PAGE>

by the Commissioner of Internal Revenue for increases in the cost of living. The
total amount of contributions made on your behalf for any year will not exceed
$30,000, as adjusted by the Commissioner of Internal Revenue for increases in
cost of living.

Plan contributions will be made solely by TIAA to be applied as premiums on
regular retirement annuity contracts and may be allocated between TIAA and CREF
in any whole percentage as designated by you.

VESTING

Your retirement benefits shall become nonforfeitable and fully vested upon the
completion of five years of service. Years of service shall include all years of
service after you attain age 18. In addition, your retirement benefits shall be
nonforfeitable and fully vested upon the earlier of (a) termination of service
on or after the date you attain age 65; or (b) upon your death while still
employed.

If you have a break in service before you are vested, you will not receive any
benefits under this Plan. If you later return, you may be entitled to the
benefits attributable to your earlier service. If your break in service is less
than 5 years, you will be credited with your past service and your account will
be restored, subject to your satisfying the vesting requirements. If the break
in service is more than 5 years, you will not be entitled to the forfeited
benefits and your past service will not be counted toward the vesting of
benefits attributable to your service after reemployment.

YEAR OF SERVICE

You are credited with a year of service for each 12-month period of employment
starting with your date of employment (or anniversary date of reemployment).

BREAK IN SERVICE

A break in service occurs if you perform no service for a continuous 12 month
period. For certain maternity or paternity leaves, the continuous 12 month
period begins on the first anniversary of the first date of absence for the
maternity or paternity reasons.

TOP-HEAVY PROVISIONS

If the Plan is "top-heavy" in any year, your rights to receive retirement
benefits under the plan will become fully vested



                                     TRP-3



<PAGE>

when your years of service equal 3 or more. A "top-heavy" plan, as defined by
the Internal Revenue Code (IRC), is a plan that provides more than 60% of its
benefits to "key" employees. Key employees are generally officers, shareholders,
owners and highly compensated employees. TIAA does not expect the Plan to ever
become "top-heavy". If it does, you'll be notified.

LEAVE OF ABSENCE

During a paid leave of absence, contributions will continue to be made based on
your compensation paid during your leave of absence. If you become totally
disabled, contributions will continue to be made based on your compensation
immediately before you become disabled, subject to the limits imposed by the
Internal Revenue Code (IRC).

MILITARY LEAVE

If you are absent from employment by reason of service in the uniformed services
of the United States, you will in accordance with applicable law be treated as 
having been employed by TIAA during your period of such service. Once you return
to actual employment, TIAA will make those contributions to the Plan that would
have been made if you had remained employed during your period of military
service to the extent required by law. Contributions may be based on the 
compensation you would have earned if you had actually continued employment with
TIAA.

RETIREMENT AGE

Normal retirement age under the Plan is the day in which you attain age 65.
Annuity income usually begins on that date.

RETIREMENT INCOME

Although annuity income usually begins at normal retirement age, you may begin
to receive income at any time after termination of employment. You may not
receive income while you are still employed, except as required by law.

Under current law, retirement benefits must normally begin no later than April 1
of the calendar year following the year in which you attain age 70 1/2 even if
you are still employed. Failure to begin annuity income by the required


                                     TRP-4




<PAGE>

beginning date may subject you to a substantial federal tax penalty.

If you die before the distribution of benefits has begun, your entire interest
must normally be distributed within five years after your death. Under a special
rule, death benefits may be payable over the life or life expectancy of a
designated beneficiary if the distribution of benefits begins no later than one
year from the date of your death. If the designated beneficiary is your spouse,
the commencement of benefits may be deferred until you would have attained age
70 1/2 had you continued to live.

The payment of benefits according to the above rules is extremely important.
Federal tax law imposes a 50 percent excise tax on the difference between the
amount of benefits required by law to be distributed and the amount actually
distributed if it is less than the required minimum amount.

ASSIGNMENT

No benefits or interest available under this retirement plan will be subject to
assignment or alienation, either voluntarily or involuntarily except as
permitted under Section 401 (a)(13) of the IRC and the applicable regulations
thereunder. The preceding sentence shall not apply to the creation, assignment
or recognition of a right to any benefit payable with respect to a participant
pursuant to a domestic relations order, as defined in Section 414 (p) of the
IRC.

RETIREMENT INCOME OPTIONS

You may choose from among several income options when you retire. If you're
married, your right to choose an income option will be subject to your spouse's
right (under federal pension law) to survivor benefits, as discussed in the next
section, unless this right is waived by you and your spouse. The following
income options are available:

A ONE-LIFE (SINGLE LIFE) ANNUITY. This option pays you an income for as long as
you live, with payments stopping at your death. A one-life annuity provides you
with a larger monthly income than other options. This option is also available
with a 10, 15, or 20 year guaranteed payment period (but not exceeding your life
expectancy at the time you begin annuity income). If you die during the
guaranteed period, payments in the same amount that you would have received
continue to your beneficiary(ies) for the rest of the guaranteed period.


                                     TRP-5


<PAGE>




A Survivor Annuity. This option pays you a lifetime income, and if your spouse
(or other Second Annuitant) lives longer than you, he or she continues to
receive an income for life. The amount continuing to the survivor depends on
which of the following three options you choose:

o    FULL BENEFIT TO SURVIVOR.  The full income continues as long as either you 
     or your Second Annuitant are living.

o    TWO-THIRDS BENEFIT TO SURVIVOR. At the death of either you or your Second
     Annuitant, the payments are reduced to two-thirds the amount that would
     have been paid if both had lived, and are continued to the survivor for
     life.

o    HALF BENEFIT TO SECOND ANNUITANT. The full income continues as long as you
     live. If your Second Annuitant survives you, he or she receives for life
     one-half the income you would have received if you had lived. If your
     Second Annuitant dies before you, the full income continues to you for
     life.

All survivor annuities are available with a 10, 15, or 20 year guaranteed
period, but not exceeding the joint life expectancies of you and your spouse (or
other Annuity Partner). The period may be limited by federal tax law.

QUALIFIED JOINT AND SURVIVOR ANNUITY. An annuity providing for payments for your
life with a survivor annuity for the life of your spouse which is not less than
50% (and not more than 100%) of the amount payable during your joint lives.

A MINIMUM DISTRIBUTION OPTION (MDO). The MDO is for Participants age 70 1/2 or
older. With the MDO, you'll receive the required federal minimum distribution
while preserving as much of your accumulation as possible. The minimum
distribution will be paid to you annually.

TIAA INTEREST PAYMENT RETIREMENT OPTION (IPRO). TIAA Participants between ages
55 and 69 1/2 with a TIAA accumulation of at least $10,000 can receive monthly
payments equal to the interest (guaranteed plus dividends) that would otherwise
be credited to your TIAA annuity. Payments will be made at the end of each
month. Your principal accumulation is not reduced while you are receiving
interest payments.

Payments under the IPRO will consist of the contractual interest rate (currently
3 percent), plus dividends as declared by TIAA's Board of Trustees. Dividends
are declared each March for the following 12-month period and


                                     TRP-6


<PAGE>



are not guaranteed after the 12-month period has expired. If you elect the IPRO,
these rates will be used to determine your monthly payment rather than be
credited to your annuities.

Interest payments made under the IPRO must continue for at least 12 months. Once
you start to receive interest income payments, you must continue receiving them
until you begin receiving you accumulation under an annuity income option.
Usually, you may delay beginning your annuity income benefits as late as
permitted under federal law. When you do begin annuity income from your TIAA
accumulation, you may choose any of the lifetime annuity income options
available under your TIAA contracts.

If you die while receiving interest payments under the IPRO, your beneficiary
will receive the amount of your starting accumulation, plus interest earned but
not yet paid. If you die after you've begun to receive your accumulation as an
annuity, your beneficiary will receive the benefits provided under the annuity
income option you've selected.

SPOUSE'S RIGHTS

Benefits must be paid to married Participants in the Plan only as described
below, unless a written waiver of the benefits by the Participant and a written
consent to the waiver by the spouse is filed with TIAA-CREF. This provision
applies to both retirement benefits and pre-retirement death benefits.

If benefits commenced before your death, your surviving spouse at your death
shall continue to receive income that is at least half of the annuity income
payable during the joint lives of you and your spouse (joint and survivor
annuity). If you die before annuity income begins, your surviving spouse shall
receive a benefit that is at least half of the full current value of your
annuity accumulation (pre-retirement death benefit), payable in a single sum or
under one of the income options offered by TIAA-CREF.

Married Participants and their spouses may waive the spousal entitlement to a
joint and survivor annuity or a pre-retirement death benefit only if a written
waiver of the benefit signed by the Participant and the spouse (and notarized)
is filed with TIAA-CREF.

For post-retirement survivor benefits (joint and survivor annuity), the waiver
may be made only during the 90-day period before the commencement of benefits.
The waiver also may be revoked during the same period. It may not be revoked
after annuity income begins.


                                     TRP-7



<PAGE>



The period during which you and your spouse may elect to waive the
pre-retirement survivor death benefit begins on the first day of the plan year
in which you attain age 35. The period continues until the earlier of your death
or the date you start receiving annuity income. If you die before attaining age
35 - that is, before you've had the option to make a waiver - at least half of
the full current value of the annuity accumulation is payable automatically to
your surviving spouse in a single sum, or under one of the income options
offered by TIAA-CREF. If you terminate employment before age 35, the period for
waiving the pre-retirement death benefit begins no later than the date of
termination. The waiver also may be revoked during the same period.

If a judgement, decree or order made following a state domestic relations law
establishes the rights of another person ( the "alternate payee") to your
benefits under this Plan, and if such an order (hereafter called a "qualified
domestic relations order") is for providing child support, alimony or their
marital property payments, then payments will be made according to that order.
If a court issues a qualified domestic relations order, the order may preempt
the usual requirements that your spouse be considered your primary beneficiary
for a portion of the accumulation.

LUMP SUM PAYMENT/UNIT
ANNUITY/REPURCHASE

The Lump Sum benefit and Unit Annuity for a fixed period option, as may be
available under the TIAA-CREF contracts or certificates, are not available under
this Plan. In addition, TIAA will not approve any request to repurchase.

DEATH BENEFITS

If you die before beginning retirement benefits, the full current value of your
annuity accumulation is payable as a death benefit. You may choose one or more
of the options listed in your annuity contracts for payments of the death
benefit, or you may leave the choice to your beneficiary. The payment options
include:

o    Income for the lifetime of the beneficiary with payments ceasing at his or
     her death.

o    Income for the lifetime of the beneficiary, with a minimum period of
     payments of either 10, 15, or 20 years, as selected.

o    Income for a fixed period of not fewer than two nor more than 30 years, as 
     elected, but not longer than the


                                     TRP-8


<PAGE>

     life expectancy of the beneficiary.

o    A minimum distribution option for beneficiaries.  This option pays the 
     required federal minimum distribution each year.

o    The accumulation may be left on deposit, for up to one year, for later 
     payment under any of the options.

Federal tax law puts limitations on when and how beneficiaries receive their
death benefits. TIAA-CREF will notify your beneficiary of the applicable
requirements at the time he or she applies for benefits.

You should review your beneficiary designation periodically to make sure that
the person you want to receive the benefits is properly designated. You may
change your beneficiary by completing the "Designation of Beneficiary" form
available from the Human Resources-Benefits Department. If you die without
having named a beneficiary, your spouse will automatically receive half of your
accumulation. Your estate will receive the other half. If there's no spouse,
your estate receives the entire accumulation.

FUNDING VEHICLES

Contributions may be invested in one or more of the following funding vehicles
that are currently available under this Plan:

A.   Teachers Insurance and Annuity Association (TIAA)
     Traditional Annuity
     Real Estate Account

B.   College Retirement Equities Fund (CREF)

     CREF Retirement Annuity

           Stock Account
           Money Market Account
           Social Choice
           Bond Market
           Global Equities
           Growth
           Equity Index

Any additional accounts offered by TIAA-CREF under institutional retirement
plans will automatically be made available to you under this Plan. You'll be
notified of any additions or deletions.


                                     TRP-9

<PAGE>


ANNUITY CONTRACT

TIAA TRADITIONAL ANNUITY: Contributions to a TIAA Traditional Annuity are used
to purchase a contractual or guaranteed amount of future retirement benefits for
you. Once purchased, the guaranteed benefit of principal plus interest cannot be
decreased, but it can be increased by dividends. Once you begin receiving
annuity income, your accumulation will provide an income consisting of the
contractual, guaranteed amount plus dividends that are declared each year and
which are not guaranteed for future years. Dividends, when declared, remain in
effect through the "Dividend Year," which begins each March 1.

For a recorded message of the current interest rate for contributions to TIAA,
call 1 800 842-2252.

CREF AND THE TIAA REAL ESTATE ACCOUNT: You have the flexibility to accumulate
retirement benefits in any of the CREF variable annuity accounts and the TIAA
Real Estate Account as indicated above. Each Account has its own investment
objective and portfolio of securities. Contributions to an account are used to
buy Accumulation Units, or shares of participation in an underlying investment
portfolio. The value of the Accumulation Units changes each business day.

For a recorded message of the latest Accumulation Unit Values for the CREF 
Accounts and the Real Estate Account and the seven-day yield for the CREF 
Money Market Account, call 1 800 842-2252. The recording is updated each 
business day.

ALLOCATION OF CONTRIBUTIONS

You may allocate contributions among the TIAA Traditional Annuity and the
Accounts in any whole-number proportion, including full allocation to any
Account. You specify the percentage of contributions to be directed to the TIAA
Traditional Annuity and the Accounts on the "Application for Retirement Annuity
Contracts" when you begin participation. You may change your allocation of
future contributions at any time after participation begins by calling the
Automated Telephone Service toll free at 1 800 842-2252. The automated service
is available between the hours of 8:00 a.m. and 8:00 p.m. Eastern time, Monday
through Friday. When you receive your Retirement Annuity contracts, you'll also
be sent a Personal Identification Number (PIN). The PIN enables you to change
your allocation by using the Automated Telephone Service.



                                     TRP-10



<PAGE>

TRANSFERS OF ACCUMULATIONS

Accumulations may be transferred among the CREF Accounts and the TIAA Real
Estate Account. Accumulations in the CREF Accounts and the TIAA Real Estate
Account also may be transferred to a TIAA Traditional Annuity. Complete
transfers may be made at any time. Partial transfers may be made from a CREF
Account and/or the TIAA Real Estate Account to a TIAA Traditional Annuity, and
among the CREF Accounts and/or the TIAA Real Estate Account at any time as long
as at least $1,000 is transferred each time. There's no charge for transferring
accumulations in the TIAA-CREF system.

If you transfer your entire accumulation in a CREF and/or the TIAA Real Estate
Account to a TIAA Traditional Annuity and decide later to allocate premiums to
CREF and/or the TIAA Real Estate Account, you're not required to complete
another application.

You may complete transfers within the TIAA-CREF system either by phone or in
writing. CREF and TIAA Real Estate Account transfers, as well as premium
allocation changes, will be effective as of the close of the New York Stock
Exchange (usually 4:00 p.m. Eastern time) on the day the instructions are
received, unless you choose the last day of the current month or any future
month. Instructions received after the close of the New York Stock Exchange are
effective as of the close of the Stock Exchange on the next business day. The
toll-free number to reach the Automated Telephone Service is 1 800 842-2252.

TIAA Traditional Annuity accumulations may be transferred to any of the CREF
accounts and/or the Real Estate Account through the Transfer Payout Annuity
(TPA). Transfers will be made in substantially equal annual amounts over a
period of 10 years. Transfers made under the TPA contracts are subject to the
terms of that contract. The minimum transfer from TIAA to a CREF account and/or
the Real Estate Account is $10,000 (or the entire accumulation if it totals less
than $10,000).

PARTICIPANT STATEMENTS

The annual Annuity Benefits Report that TIAA-CREF sends you shows the total
accumulation value at year-end for your Retirement Annuities, which is the
amount of death benefits your spouse or other beneficiary would have received on
that date. It also includes an illustration of the annuity income you would
receive at retirement under certain stated assumptions as to future premiums,
your 



                                     TRP-11


<PAGE>

retirement age, the income option and payment method selected, TIAA
dividends, and the investment experience of the CREF accounts and the TIAA Real
Estate Account. These factors affect the amount of your retirement income.

TIAA-CREF also sends you a Quarterly Confirmation of Transactions. This report
shows the accumulations total, a summary of transactions made during the period,
TIAA interest credited, and the number and value of CREF and the TIAA Real
Estate account accumulation units. You also may receive Premium Adjustment
Notices. These notices summarize any adjustments made to your annuities and are
sent at the time the adjustments are processed.

And once a year, you'll receive the TIAA-CREF Annual Report. The Annual Report
summarizes the year's activity, including details on TIAA and CREF investments,
earnings, and investment performance.

ADMINISTRATOR

Benefits under the Plan are provided by annuity contracts issued to Participants
by TIAA-CREF. In addition, TIAA is the administrator of this Plan. As the
administrator, TIAA is responsible for enrolling Participants, forwarding plan
contributions as premiums to annuity contracts for each participant, and
performing other duties required for operating the Plan. TIAA may designate, in
writing, other persons to carry out duties under the plan.

PLAN TERMINATION AND AMENDMENT

While it's expected that the Plan will continue indefinitely, TIAA reserves the
right to modify or discontinue the Plan at any time. TIAA, by action of its
Board, also may delegate any of its powers and duties with respect to the Plan
or its amendments to one or more officers or other employees of TIAA. Any such
delegation shall be stated in writing. TIAA will exercise good faith, apply
standards of uniform application, and refrain from arbitrary action. In the
event the vesting schedule is amended, all Participants with at least three
years of service may elect to be governed by the prior vesting schedule. In
addition, if the Plan is partially or completely terminated, all affected
participants will become vested in their accounts.

REQUESTS FOR INFORMATION AND
CLAIMS PROCEDURES

Requests for information, and claims or service of legal process concerning
eligibility, participation, contributions,


                                     TRP-12


<PAGE>

or other aspects of the operation of the plan should be in writing and directed
to: TIAA, 730 Third Avenue, New York, NY 10017, Attention: Human
Resources/Benefits Department.

The following rules describe the claims procedure under the Plan:

o    FILING A CLAIM FOR BENEFITS: A claim or request for plan benefits is filed
     when the requirements of a reasonable claim-filing procedure have been met.
     A claim is considered filed when a written communication is made to TIAA,
     730 Third Avenue, New York, NY 10017-3206, Attention: Human
     Resources/Benefits Department.

o    PROCESSING THE CLAIM: TIAA, as the Plan Administrator, must process the
     claim within 90 days after the claim is filed. If an extension of time for
     processing is required, written notice must be given to you before the end
     of the initial 90-day period. The extension notice must indicate the
     special circumstances requiring an extension of time and the date by which
     the Plan expects to render its final decision. In no event can the
     extension period exceed a period of 90 days from the end of the initial
     90-day period.

o    DENIAL OF CLAIM: If a claim is wholly or partially denied, the Plan
     Administrator must notify you within 60 days following receipt of the
     claim. The notification must state the specific reason or reasons for the
     denial, specific references to pertinent plan provisions on which the
     denial is based, a description of any additional material or information
     necessary to perfect the claim, and appropriate information about the steps
     to be taken if you wish to submit the claim for review.

o    REVIEW PROCEDURE: You or your duly authorized representative has at least
     60 days after receipt of a claim denial to appeal the denied claim to an
     appropriate named fiduciary or individual designated by the fiduciary and
     to receive a full and fair review of the claim. As part of the review, you
     must be allowed to see all plan documents and other papers that affect the
     claim and must be allowed to submit issues and comments and argue against
     the denial in writing.

o    DECISION ON REVIEW:  The Plan must conduct the review and decide the appeal
     within 60 days after the request for review is made.  If special 
     circumstances require an extension of time for processing (such as the 
     need to hold a hearing if the plan procedure provides for such a hearing),
     you must be furnished with written notice of
    

                                     TRP-13

<PAGE>




     the extension, which can be no later than 120 days after receipt of a 
     request for review.  The decision on review must be written in clear and
     understandable language and must include specific reasons for the decision
     as well as specific references to the pertinent plan provisions on which
     the decision is based.  If appeal is denied, in whole or in part, you have
     a right to file suit in a state or federal court.

ERISA RIGHTS AND INFORMATION

As a Participant in the Plan, you are entitled to certain rights and protections
under the Employee Retirement Income Security Act of 1974 (ERISA). ERISA
provides that all Plan Participants are entitled to:

1.   Examine without charge, at the Plan Administrator's office all documents,
     including insurance contracts, and copies of all documents filed by the
     Plan with the U.S. Department of Labor, such as annual reports and Plan
     descriptions.

2.   Obtain copies of all Plan documents and other Plan information upon written
     request to the Plan Administrator. TIAA may make a reasonable charge for
     the copies.

3.   Receive a summary of the Plan's annual financial report. The Plan
     Administrator is required by law to furnish you with a summary of the
     Plan's financial report.

4.   Obtain a statement telling whether you have a right to receive a pension at
     normal retirement age and if so, what your benefits would be at normal
     retirement age if you stop working under the Plan now. If you do not have
     the right to a pension, the statement will tell you how many more years you
     have to work to get a right to a pension. This statement must be requested
     in writing and is not required to be given more than once a year. The Plan
     must provide the statement free of charge.

In addition to creating rights for Plan Participants, ERISA imposes duties upon
the people who are responsible for operating the Plan. The people who operate
your Plan, called "fiduciaries" of the Plan, have a duty to do so prudently and
in the interest of you and other Plan Participants and beneficiaries. No one,
including your employer, or any other person, may fire you or otherwise
discriminate against you in any way to prevent you from obtaining a pension
benefit or exercising your rights under ERISA. If your claim for a pension
benefit is denied in whole or in part, you must receive a written explanation of


                                     TRP-14


<PAGE>

the reason for the denial. You have the right to have the Plan review and
reconsider your claim.

Under ERISA, there are steps you can take to enforce the above rights. For
instance, if you request materials from the Plan and don't receive them within
30 days, you may file a suit in a federal court. In such a case, the court may
require the Plan Administrator to provide the materials and pay you up to $100 a
day until you receive the materials, unless the materials were not sent because
of reasons beyond the control of the Administrator. If you have a claim for
benefits that is denied or ignored in whole or in part, you may file suit in a
state or federal court.

If the Plan fiduciaries misuse the Plan's money, or if you're discriminated
against for asserting your rights, you may seek assistance from the U.S.
Department of Labor, or you may file suit in a federal court. The court will
decide who should pay court costs and legal fees. If you are successful, the
court may order the person you have sued to pay these costs and fees. If you
lose, the court may order you to pay these costs and fees, for example, if it
finds your claim is frivolous. If you have any questions about your Plan, your
should contact the Plan Administrator. If you have any questions about this
statement or about your rights under ERISA, you should contact the nearest area
office of the U.S. Pension and Welfare Benefits Administration, Department of
Labor.

PENSION BENEFITS GUARANTY
CORPORATION (PBGC)

Since the Plan is a defined contribution plan, it isn't insured by the PBGC. The
PBGC is the government agency that guarantees certain types of benefits under
covered plans.

AGENT OF LEGAL PROCESS

The agent for service of legal process is:

     Office of the General Counsel
     TIAA-CREF
     730 Third Avenue
     New York, NY 10017-3206

This SPD was prepared for employees of TIAA. If there's any ambiguity or
inconsistency between this SPD and the Plan Document, the terms of the Plan
Document will govern. With respect to benefits provided by TIAA-CREF annuity
contracts or certificates, all rights of a participant under the contracts or
certificates will be determined only


                                     TRP-15

<PAGE>



by the terms of such contracts or certificates.

EMPLOYER IDENTIFICATION NUMBER:  13-1624203
PLAN NUMBER: 001



                                     TRP-16


                      CREF DEFERRED COMPENSATION PLAN FOR
                              NON-OFFICER TRUSTEES

         This  document   sets  forth  the   provisions  of  the  CREF  Deferred
Compensation Plan for Non-Officer  Trustees ("Plan") established by the Board of
Trustees of College Retirement  Equities Fund ("CREF") as of January 1, 1980, as
amended August 16, 1986 and July 1, 1996.

I. DEFINITIONS

         As used in the  Plan  and in the  Agreement,  the  following  words  or
         phrases shall have the meanings hereinafter indicated.

         1.       "Termination"  from the Board of  Trustees  shall be deemed to
                  occur on the date when  trustees  ceases to be a member of the
                  Board of Trustees of CREF for any reason, including death.

         2.       "Account" shall mean a bookkeeping  account maintained by TIAA
                  on behalf of CREF of the credits reflecting trustee's stipends
                  and fees deferred,  the additional  credits  thereon,  and the
                  value of payments to the trustee under the Agreement.  The use
                  of the word  "account"  does  not  contemplate  or  imply  any
                  segregation by CREF of any monies or assets  separate from its
                  general assets nor shall it be deemed to mean that any credits
                  to a Trustee Account is the property of any trustee.

         3.       "Plan Credits" shall mean (1) credits  reflecting that portion
                  of the annual stipends and fees payable by CREF to the trustee
                  for  service on the Board of  Trustees  of CREF which  trustee
                  elects to have  credited  under  this plan and (2)  additional
                  credits  reflecting an amount  calculated by applying the same
                  interest rate, including dividends,  as then being credited to
                  current premiums on a TIAA Retirement  Annuity Contract issued
                  as of the  first  day of  the  month  after  the  date  of the
                  Agreement on the balance of the credits in the Trustee Account
                  as of the first of each month.

                  As of July 1, 1996, for Trustee  Accounts not in pay status as
         of that date, the deemed value of Trustee  Accounts shall be determined
         pursuant to individual  annuity  contracts  purchased from TIAA-CREF on
         the life 


<PAGE>

         of each participating trustee. These contracts will be owned by TIAA on
         behalf of CREF and, subject to Section III of this Plan, TIAA on behalf
         of CREF will make all decisions regarding the allocation of the Trustee
         Account  between TIAA and CREF.  These  contracts  shall be the general
         assets of CREF,  subject  to all of the  claims of its  creditors,  and
         shall not be a trust fund or collateral  security for CREF's obligation
         to pay the trustee his or her accumulations under this Plan.

4.       "Hardship" shall mean the need of a participating trustee or a deceased
         trustee's  beneficiary  for funds by reason of a  financial  emergency,
         including the following:  extraordinary  medical  expenses  incurred by
         reason of the  illness  of the  trustee  or a member  of his  immediate
         family,  expenses  incurred  by  reason of the death of a member of the
         trustee's  immediate family;  educational  expenses of the trustee or a
         member of his  immediate  family;  loss of the  trustee's  earnings  on
         account of illness, injury or layoff; the need for funds to be used for
         the  purchase  of a home for the  trustee;  or  similar  circumstances.
         Hardship  shall  not  include  the loss of an  opportunity  to  realize
         monetary gain.  The Executive  Committee of the Board of Trustees shall
         make all  determinations as to whether a Hardship exists and the extent
         to  which  any  particular  amount  of  accelerated  distributions  are
         necessary to alleviate  such  Hardship.  Such  determinations  shall be
         based upon  principles  and  procedures  established  by the  Executive
         Committee  of the CREF Board of Trustees  which are  applicable  to all
         persons similarly situated.

II. ELIGIBILITY AND PARTICIPATION

                  All  non-officer  members of the Board of Trustees of CREF are
         eligible  to  participate  in the Plan  upon  execution  of a  Deferred
         Compensation  Agreement  ("Agreement")  with CREF in the form  attached
         hereto.  However,  no trustee will be eligible to  participate  in this
         plan unless the trustee has executed a Deferred Compensation  Agreement
         on or before August 16, 1986.

III. PLAN CREDITS AND VALUATIONS

                  The  participating  trustee  shall  designate in the Agreement
         that  portion of the annual  stipends  and fees  payable by CREF to the
         trustee  for  service on the Board of  Trustees  of CREF which  trustee
         elects  to  have  credited  under  this  Plan.   During  the  years  of
         participation  in  the  Plan  

                                      -2-
<PAGE>

         such credits shall be reflected in a bookkeeping  account maintained by
         TIAA on behalf of CREF ("Trustee Account").

         Each month during the years of participation  there shall be additional
credits to each Trustee Account  reflecting an amount calculated by applying the
same  interest  rate,  including  dividends,  as then being  credited to current
premiums on a TIAA Retirement Annuity Contract issued as of the first day of the
first month after the date of the Agreement  ("Account  Percentage Rate") on the
balance of the credits in the Trustee Account as of the first of each month.

         The foregoing  paragraph  notwithstanding,  as of July 1, 1996 for each
Trustee  Account  not in pay  status  prior to that date,  the  deemed  value of
Trustee  Accounts  shall be determined  pursuant to the experience of individual
annuity  contracts  purchased from  TIAA-CREF on the life of each  participating
trustee.  Each such  trustee  may request  that his or her Account be  allocated
among the available options under the contracts  purchased on his or her life in
whole percentages as of July 1, 1996. In addition,  the trustee may request that
any  ongoing  deferrals  be  deemed  allocated  in whole  percentages  among the
available  options  under such contract and this request need not be the same as
the allocation'  requested for his or her Account as of July 1, 1996. If no such
allocation  requests are made by the participating  trustee,  his or her Trustee
Account,  and/or ongoing deferrals,  shall be deemed allocated to the CREF Money
Market Account.

         Once made, the trustee's  allocation request shall remain in effect for
all  subsequent  deferrals  until such  request is changed by the  participating
trustee.  A  trustee  may  change  his or her  allocation  request,  or  request
transfers  among  options  under the contracts on his or her life, by submitting
any such request in writing to the  attention of the Human  Resources/  Benefits
Department,  TIAA, 730 Third Avenue,  New York, NY 10017-3206.  Such  allocation
changes or transfers shall be effective on the last business day of the month in
which the Human Resources/Benefits Department receives the request.

         Transfers are permitted,  if permitted  under the applicable  TIAA-CREF
contract,  to or from the TIAA Real Estate  Account and the CREF Accounts and to
the TIAA Traditional  Annuity but transfers from the TIAA Traditional Annuity to
the CREF  Accounts  or TIAA  Real  Estate  Account  can,  prior  to the  Initial
Disbursement  Date,  only be made over a ten year period in accordance  with the
terms of the applicable TIAA-CREF contracts. Transfers may also be

                                      -3-

<PAGE>

subject to certain  minimums.  Although  TIAA  intends to  allocate  the Trustee
Accounts in accordance with the requests of the participating  trustees or their
beneficiaries, it reserves the right to allocate such Accounts without regard to
their requests.

IV. PAYMENTS TO PARTICIPATING TRUSTEE

                  The Initial  Disbursement  Date for payments to  participating
         trustees  shall  be  the  first  day of the  calendar  month  following
         termination  from  the  Board  of  Trustees  (or,  in the  alternative,
         following attainment of a specified age, whichever last occurs).  Prior
         to such date, the participating  trustee shall have no right to receive
         any payments under the Plan. On or after such date, the trustee's right
         to  payments  and the  method,  manner,  period and  frequency  of such
         payments  shall  be in  accordance  with  the  elections  made  in  the
         Agreement.

                  Upon the Initial Disbursement Date, the participating  trustee
         shall be  entitled  to  receive  payments  in a single  sum or in equal
         monthly  installments  out of CREF's  general assets and charged to the
         Trustee Account.  Monthly  installments will continue for the number of
         years  elected by the  Trustee  (period of  disbursement)  or until the
         Trustee  Account is exhausted.  For Trustee  Accounts in payment status
         commencing before July 1, 1996, the amount of such monthly installments
         shall be equal to an annuity  certain  for the  period of  disbursement
         calculated as of the day preceding  the Initial  Disbursement  Date and
         based upon the cumulative  credits to date in!the Trustee  Account plus
         the  additional  credits to Trustee  Account at the Account  Percentage
         Rate  then in effect  during  the  pay-out  period  so  elected  by the
         trustee.  In the event of a change in the Account  Percentage Rate, the
         payment installments shall be adjusted accordingly.

                  For Trustee Accounts not in payment status  commencing  before
         July 1, 1996,  the  amount of the  monthly  installment  as well as the
         amounts  credited to the remaining  Trustee Account shall be determined
         in accordance  with the applicable  TIAA-CREF  contracts on the life of
         the trustee.  Transfer  requests for the unpaid  balance of any Trustee
         Account  shall be  administered  as described in the last  paragraph of
         Section III of this Plan.

V. PERIOD OF DISBURSEMENT AND ELECTIONS

                  The participating trustee shall elect in the Agreement whether
         disbursement shall be made in a single sum or in

                                      -4-

<PAGE>

         installments and the number of years for which any installment payments
         are to be made. The minimum  number of years during which  installments
         are to be paid is two and the  maximum  number is ten.  The  single sum
         payment  or the  first  installment  shall be  payable  on the  Initial
         Disbursement  Date and any  subsequent  installments  shall be  payable
         monthly thereafter. No installment shall be less than $100 or more than
         the value of the remaining  credits to the Trustee  Account at the time
         any  installment  is  payable.   If  an  election  results  in  monthly
         installments  of less than  $100,  the period of  installment  payments
         shall be changed so that each monthly installment is at least $100.

                  The election  designating  whether  disbursement  will be in a
         single  sum  or  in   installments   and   designating  the  period  of
         disbursement  of  installments  may be changed at any time prior to the
         Initial  Disbursement  Date in accordance with Section VII hereof.  Any
         such change  shall  apply only to  stipends  and fees which are payable
         with  respect to  services  performed  on or after the first day of the
         first  calendar  year  commencing  after the date of  execution  of the
         amendment to the Agreement.

                  Notwithstanding  the foregoing,  a  participating  trustee may
         request at any time  (before or after the Initial  Disbursement  Date),
         and the  Executive  Committee  of the Board of Trustee  may  grant,  an
         acceleration  of the time when  payments  are to be made to the  extent
         such  acceleration  is  necessary  to  alleviate a Hardship (as defined
         above).

VI. DEATH BENEFITS

                  If a participating trustee who has chosen installments dies at
         any time before all installments out of his or her Trustee Account have
         been paid,  the value of the Trustee  Account  shall be paid (1) to the
         individual or individuals  named as beneficiary or beneficiaries by the
         participating trustee in monthly  installments,  beginning on the first
         day of the month after the trustee's  death,  for the remaining  period
         chosen  by  the  trustee  under  the  terms  of  the  Agreement,  or if
         installments  have not  commenced to the trustee,  for a period of five
         years,  unless the trustee  shall have  elected a  different  method of
         payment for the death  benefits or (2) in a single sum to a  designated
         trust,  or absent  such  designation,  to the  trustee's  executors  or
         administrators.

                  If a  participating  trustee  has chosen to receive his or her
          benefits in a single sum, such payment shall upon the trustee's  death
          prior to such payment, be made in a single

                                      -5-

<PAGE>

         sum to the (1) the  individual or  individuals  named as beneficiary or
         beneficiaries  by the  participating  trustee,  or (2) to a  designated
         trust,  or absent  such  designation,  to the  trustee's  executors  or
         administrators,  unless the trustee shall in the Agreement have elected
         a different method of payment for the death benefit.

                  For Trustee Accounts not in payment status  commencing  before
         July 1, 1996,  the  amount of the  monthly  installment  as well as the
         amounts  credited to the remaining  Trustee Account shall be determined
         in  accordance  with  the  Trustee   Account's   applicable   TIAA-CREF
         contracts. A beneficiary's transfer requests with respect to the unpaid
         balance of any Trustee Account shall be administered in the same manner
         as a trustee's  transfer  request,  in accordance  with the  applicable
         TIAA-CREF  contract,  and as described in the last paragraph of Section
         III of this Plan.

                  Notwithstanding   the   foregoing,    a   deceased   Trustee's
         beneficiary  may  request  at any time  (before  or after  the  Initial
         Disbursement  Date),  and  the  Executive  Committee  of the  Board  of
         Trustees may grant, an acceleration of the time when payments are to be
         made to the extent  such  acceleration  is  necessary  to  alleviate  a
         Hardship (as defined above).

VII. TRUSTEE'S RIGHT TO MODIFY PARTICIPATION AGREEMENT

                  Prior to August 17, 1986,  the Agreement may be amended at the
         election of the Trustee to change the amount of the  stipends  and fees
         to be  deferred,  to  discontinue  any  deferment,  or to  resume  such
         deferment after a prior discontinuance,  provided at least one year has
         elapsed  between the execution of the  Participation  Agreement and the
         first amendment and between any two successive amendments. After August
         16, 1986, the Agreement may not be amended to change the portion of the
         stipend or fees to be deferred,  or to resume a deferment after a prior
         discontinuance.   However,   a  trustee   may   elect  to   discontinue
         participation  in the plan. Any amendment  shall apply only to stipends
         and fees  payable  with  respect to services  performed on or after the
         first day of the first calendar year  commencing  after the date of the
         execution of the  Amendment  and will have no  retroactive  effect with
         respect to prior  credits  to the  Trustee  Account.  In the event of a
         discontinuance  of  deferment,  or a  retirement  form the  Board,  the
         credits  previously  made will remain in the Trustee  Account and their
         value will be payable  in a single  sum or in  installments  or both in
         accordance  with the  provisions  of the  Agreement.  No credits to the
         Trustee Account may be assigned,  commuted or encumbered by the trustee
         and, to the extent permitted by

                                      -6-

<PAGE>

         law, are not subject to payment of any claim against such  trustee.  In
         no event will the trustee  have the right to recover any credits to the
         Trustee Account otherwise than in accordance with the Agreement.

VIII . CREF'S RIGHTS TO MODIFY PLAN OR AGREEMENT

                  CREF shall  have the right at any time to modify or  terminate
         the  Plan or any  Agreement  provided  that any  such  modification  or
         termination  shall be applicable  only to credits which would otherwise
         have been made to the Trustee  Account after the effective  date of the
         change and shall not affect  credits to the Trustee's  Account prior to
         the date of modification or termination.

                  TIAA AND CREF NON-EMPLOYEE TRUSTEE AND MEMBER
                           DEFERRED COMPENSATION PLAN

                           ARTICLE I. PURPOSE OF PLAN

1.1 The TIAA and CREF Non-Employee Trustee and Member Deferred Compensation Plan
is intended to provide  non-employee  Trustees of TIAA and CREF,  and Members of
the Board of Overseers, with additional compensation, payable at termination, in
order to recognize their individual contributions to TIAA's and CREF's short-and
long-term success. It is designed as a non-qualified  deferred compensation plan
and to comply with the requirements of Internal Revenue Code Section 457(e)(12).
The effective date of this Plan is January 1, 1990, as amended  through  January
1, 1995.

                             ARTICLE II. DEFINITIONS

2.1  Administrator:  The Nominating and Personnel  Committees of the Trustees of
TIAA and the Trustees of CREF.

2.2 Beneficiary:  The person or persons designated by a Participant to receive a
death benefit.

2.3 Member: A non-employee member of the Board of Overseers of TIAA and CREF.

2.4  Participant:  A Trustee or Member who is  described  in section  4.1 of the
Plan.

2.5 Plan:  The TIAA and CREF  Trustee  Deferred  Compensation Plan.

2.6 Plan Year:  A calendar year.

2.7 Stipend:  The basic  compensation  paid to a Trustee or Member.  The stipend
does not include fees or expenses or any extra stipend paid to a Participant  as
Chair of a Committee.

2.8 Termination: The date that a Participant ceases to be a Trustee or a Member.
A Participant  will not be deemed to be terminated if the Participant  becomes a
Trustee in the term immediately  following the completion of a term as a Member,
or becomes a Member immediately following the completion of a term as a Trustee.

2.9 Trustee:  A  non-employee  member of the Trustees of TIAA or the Trustees of
CREF.

2.10.1 Term Year: A consecutive twelve month period beginning on the first day a
Trustee  or a Member  becomes a  participant  during  which he or she  remains a
Participant until the last day of the twelfth month.

2.10.2 Fractional Term Year: A portion of a term year calculated by dividing the
number of completed  calendar  months  following  the last  completed  term year
during which a Trustee or a Member is a Participant by twelve.

<PAGE>

2.10.3  Aggregate Term Years: The total number of term years of a Participant as
of the date of reference,  plus any applicable  fractional term year, reduced by
any term years prior to a  termination  for which a benefit has been accrued and
paid pursuant to Article V. However,  for purposes of calculating benefits under
this Plan, the aggregate term years for any Participant shall never exceed 20.

2.11  Term:  The period for which a Trustee or a Member is elected as set out in
the Charters of TIAA and CREF.

                           ARTICLE III. ADMINISTRATION

3.1 The plan shall be  administered by the  Administrator,  which shall have the
authority  to  interpret   the  terms  and   provisions   of  this  Plan.   Such
interpretation shall be final and binding on all persons,  including the Company
and Participants. The Administrator reserves the right to amend or terminate the
Plan  without  notice at any time and for any reason,  including an amendment or
termination that shall have the effect of reducing any vested benefit accrued to
a Participant prior to the date of the amendment or termination.

3.2 The Administrator  shall have the authority to adopt,  alter and repeal such
administrative rules,  guidelines and practices governing this Plan as it shall,
from time to time, deem advisable.  It may delegate such  ministerial  functions
necessary for the operation of the plan to the Executive Vice  President,  Human
Resources  of  TIAA,   including  but  not  limited  to:  application  of  rules
determining  eligibility for  participation of benefits;  maintenance of records
and bookkeeping;  calculation and payment of benefits; making recommendations to
the Administrator with respect to plan administration.

                    ARTICLE IV. ELIGIBILITY AND PARTICIPATION

4.1 All  Trustees  and Members as defined in section 2.3 and 2.9 are eligible to
participate in this plan.

4.2  Participation  shall commence on the first day of the Trustee's or Member's
first term as a Trustee or Member.

4.3               Participation   shall  end  at  the  termination  of  the
Trustee or Member.

                    ARTICLE V. DEFERRED COMPENSATION BENEFIT

5.1 Notwithstanding the formula set out in section 5.2, a Participant's deferred
compensation  benefit  shall  equal  zero  until  he or she  has  attained  five
aggregate term years.

5.2  A  Participant's   deferred  compensation  amount  will  be  calculated  in
accordance with the following formulae:

a)       Fifty per cent of the annual stipend in effect for Trustees at the
         Participant's Termination multiplied by the Aggregate Term Years

                                     - 2 -

<PAGE>

         attributable to the Participant's service as a Trustee, plus

b)       Fifty per cent of the  annual  stipend  in effect  for  Members  at the
         Participant's  Termination  multiplied  by  the  Aggregate  Term  Years
         attributable to the Participant's service as a Member.

If the Aggregate Term Years are reduced to 20 in accordance with section 2.10.3,
the  Aggregate  Term  Years  to be used  in  subparagraphs  (a) and (b)  will be
determined  by reducing the total  Aggregate  Term Years on a pro-rata  basis by
applying a fraction  the  numerator  of which is the years  attributable  to the
Participant's  service as a Trustee or Member  (whichever is applicable) and the
denominator of which is the Participant's unreduced Aggregate Term Years.

5.3 Such amount shall be paid in a lump sum on the first of the month  following
the month of the Participant's termination or as soon as practicable thereafter.

                            ARTICLE VI. DEATH BENEFIT

6.1 In the event that a Participant dies before termination, his or her benefit,
if any,  calculated  as if he or she  terminated  on the day  before  his or her
death, will be paid to his or her designated beneficiary.

                        ARTICLE VII. GENERAL PROVISIONS

7.1 The Plan is unfunded.  Awards will be paid out of the general assets of TIAA
and CREF.

7.2 A Participant's right to deferred  compensation  amounts under this Plan are
subject to the  Administrator's  right to amend or terminate the Plan as set out
in section 3.1.

7.3 Rights to and interest in awards may not be assigned, used as collateral, or
otherwise  transferred  either directly or by operation of law and no such right
or interest of any Participant under the plan shall be subject to any obligation
or liability of a Participant.

7.4 Each Participant may file, on a form to be provided by the  Administrator or
its  delegate,  a written  election  designating  his or her  beneficiary.  Such
designation shall be revocable,  unless the Participant designates a beneficiary
as irrevocable.  However, any such designation shall not be effective unless and
until received by the duly authorized representative of the Company prior to the
Participant's death. If a Participant dies and there is no effective beneficiary
designation or the  beneficiary  dies before payment is made, the amount payable
shall be paid to the executors or administrators of the Participant's estate.

7.5 The  Administrator may make such provision to withhold any taxes which it is
required to withhold from any  applicable  benefit  payment.  Each  Participant,
however,  shall be responsible for the payment of all individual tax liabilities
relating to any such payment.

7.6 The Plan and all actions taken pursuant to the Plan shall be governed

                                     - 3 -


<PAGE>

by and construed in accordance with the laws of the State of New York. The
invalidity or unenforceability of any one or more provisions of the Plan shall
not affect the validity or enforceability of the Plan, which shall remain in
full force and effect to the extent permitted by law.

                                                                 January 3, 1995




                                     - 4 -




                    INVESTMENT MANAGEMENT SERVICES AGREEMENT

                  The  Agreement  made this 17th day of December,  1991,  by and
between the COLLEGE  RETIREMENT  EQUITIES FUND  ("CREF"),  a New York  nonprofit
membership    corporation,    and   TIAA-CREF   INVESTMENT   MANAGEMENT,    INC.
("Management"), a Delaware nonprofit corporation;
                                   WITNESSETH:
                  WHEREAS, CREF is a nonprofit corporation which issues variable
annuity certificates (the "Certificates")  designed for use under retirement and
tax-deferred  annuity plans adopted by nonproprietary and nonprofit education or
research institutions that are tax exempt or which are publicly supported; and
                  WHEREAS,   CREF  is  registered  as  an  open-end   management
investment  company under the Investment  Company Act of 1940 ("1940 Act"),  and
currently  consists of four investment  portfolios (the  "Accounts"):  the Stock
Account,  the Money  Market  Account,  the Bond Market  Account,  and the Social
Choice  Account,  and may consist of  additional  investment  portfolios  in the
future; and
                  WHEREAS,  Management is  registered  as an investment  adviser
under the Investment Advisers Act of 1940 ("Advisers Act");
                  NOW,  THEREFORE,  in  consideration  of the  mutual  covenants
herein contained, it is agreed as follows:

                  1.       INVESTMENT MANAGEMENT SERVICES
                  Management  shall  furnish  investment  research and advice to
CREF and shall  manage  the  investment  and  reinvestment  of the assets of the
Accounts currently offered by CREF, the assets of

                                       -1-


<PAGE>



Accounts  added to CREF in the future,  if any, and  participate  in all matters
incidental thereto, all subject to the supervision, direction and control of the
Board of  Trustees  of CREF  ("Trustees")  and the  Finance  Committee  thereof.
Hereinafter,  the terms  "Trustees"  shall be deemed to refer to the Trustees or
any  committees  established  by the  Trustees  and  designated  thereby for the
purpose or  activities  described.  Pursuant to this  Agreement,  Management  is
authorized  to act on behalf of CREF and enter into  arrangements  in connection
with the management of CREF's assets.

                  2. LIMITATIONS ON INVESTMENT  MANAGEMENT  SERVICES  Management
                  shall perform the services under this Agreement subject to the
supervision  and  review  of  the  Trustees  and in a manner consistent with the
following:  (a)  the  objectives,  policies, and restrictions of each Account as
stated  in  CREF's then current Registration  Statements;  (b) the provisions of
the 1940  Act;  (c)  state  insurance  and  securities  laws, as applicable; and
(d) the provisions of the Charter,  Constitution, and By-Laws of CREF.

                  3.  DUTIES  OF   INVESTMENT   MANAGER  In  carrying   out  its
                  obligations to manage the investment
and  reinvestment  of the assets of CREF,  Management  shall, as appropriate and
consistent with the limitations set forth in Paragraph 2 hereof:
                  (a)      provide  research,  make  recommendations, and  place
                           orders for the purchase and sale of  securities;  and

                                       -2-


<PAGE>



                  (b)      provide portfolio accounting,  custodial, and related
                           services for the Accounts.

                  4.       REPORT TO THE TRUSTEES
                  Management  shall  furnish to the Trustees at least once every
quarter a statement of all  purchases and sales for the Accounts made during the
period since the last report.

                  5.       RECORDS
                  Management agrees to preserve for the period prescribed by the
1940 Act,  the  Advisers  Act,  and the rules and  regulations  thereunder,  all
records Management  maintains for CREF.  Management agrees that all such records
shall be the  property  of CREF and shall be made  available  promptly to CREF's
accountants or auditors during regular  business hours at  Management's  offices
upon prior written notice. In the event of termination of this Agreement for any
reason, all such records shall be returned promptly to CREF, free from any claim
or retention of rights by Management.  In addition,  Management will provide any
materials,  reasonably  related to the investment  management  services provided
hereunder,  as may be  reasonably  requested  in  writing  by  CREF or as may be
required by any governmental agency having jurisdiction.

                  6.       EXPENSES
                  Management shall be responsible for all expenses in connection
with  furnishing  investment  management  services to CREF,  including,  but not
limited to, investment advisory,  portfolio accounting,  custodial,  and related
services.

                                       -3-


<PAGE>



                  7.       REIMBURSEMENT
                  For the services to be rendered  and the  expenses  assumed by
Management as provided herein,  CREF shall reimburse  Management for the cost of
such  services  and the  amount of such  expenses  through  daily  payments  (as
described  below)  based on an annual rate agreed upon from time to time between
CREF  and  Management  reflecting  estimates  of the cost of such  services  and
expenses  with the  objective  of keeping  the  payments as close as possible to
actual  expenses.  As  soon as is  practicable  after  the  end of such  quarter
(usually  within 30 days),  the  amount  necessary  to correct  any  differences
between the payments and the expenses actually incurred will be determined. This
amount will be paid by or credited to  Management,  as the case may be, in equal
daily installments over the remaining days in the quarter.
                  For the services  rendered and expenses incurred by Management
as provided  herein,  the amount  currently  payable from the net assets of each
Account each Valuation Day for each Calendar Day of the Valuation  Period ending
on that Valuation Day will be as follows:
         Stock Account:
                  .0003562% (corresponding to an annual rate of 0.13% of
                  its average daily net assets)
         Money Market Account:
                  .0002192% (corresponding to an annual rate of 0.08% of
                  its average daily net assets)

                                       -4-


<PAGE>



         Bond Market Account:
                  .0002740% (corresponding to an annual rate of 0.10% of
                  its average daily net assets)
         Social Choice Account:
                  .0003836%  (corresponding  to an  annual  rate of 0.14% of its
                  average  daily net  assets) For  purposes  of this  Agreement,
                  "Valuation Day,"
"Calendar  Day," and  "Valuation  Period"  shall each be defined as specified in
CREF's current Registration Statements.

                  8.       PORTFOLIO TRANSACTIONS AND BROKERAGE
                  Management is responsible for decisions to buy and sell
securities  for the Accounts as well as for  selecting  brokers and dealers and,
where applicable, negotiating the amount of the commission rate paid. Management
shall place  brokerage  orders with the  objective of obtaining  the best price,
execution and available data. When  purchasing or selling  securities  traded on
the over-the-counter market,  Management generally shall execute the transaction
with a broker or dealer  engaged  in making a market for such  securities.  When
Management  deems the purchase or sale of a security to be in the best  interest
of more than one Account,  it may,  consistent  with its fiduciary  obligations,
aggregate the securities to be sold or purchased.  In that event,  allocation of
the  securities  purchased  or sold,  as well as the  expenses  incurred  in the
transaction, will be made by Management in an equitable manner.

                                       -5-


<PAGE>



                  In negotiating  commissions,  consideration  shall be given by
Management  to the use and value of  research  and  statistical  data and to the
quality of  execution  provided.  The  valuation of such data may be judged with
reference to a particular order or, alternatively, may be judged in terms of its
value to the overall management of the Accounts.
                  Management  shall place orders with brokers  providing  useful
research  and  statistical  data  services  if  reasonable  commissions  can  be
negotiated for the total services  furnished,  even though lower commissions may
be  available  from  brokers  not  providing  such  services.  Management  shall
establish  guidelines  for the placing of orders  with  brokers  providing  such
services. Research or services obtained by one Account may be used by Management
in managing other Accounts. In such circumstances, the expenses incurred will be
allocated by Management  in an equitable  manner  consistent  with its fiduciary
obligations to the other Accounts.

                  9.       ACTIVITIES OF MANAGEMENT
                  Management  and any affiliates of Management may engage in any
other  business or act as  investment  manager of or  investment  adviser to any
other person, even though Management,  any affiliate of Management,  or any such
other  person  has or may have  investment  policies  similar  to those  for the
Accounts,  so  long  as  Management's  services  under  this  Agreement  are not
impaired. It is understood that trustees,  officers,  agents and members of CREF
are or may become interested in Management, as trustees, officers, agents,

                                       -6-


<PAGE>



members,  or otherwise,  and that  trustees,  officers,  agents,  and members of
Management  are or may  become  similarly  interested  in  CREF;  and  that  the
existence of any such dual interest shall not affect the validity  hereof or any
transaction hereunder except as otherwise provided in the Charter, Constitution,
or By-Laws of CREF and Management,  respectively,  or by specific  provisions of
applicable law.
                  It is agreed that  Management  or its  affiliates  may use any
investment  research  obtained for the benefit of CREF in  providing  investment
advice  to any  other  investment  management  clients  or  investment  advisory
accounts or for use in managing its own accounts.  Conversely, such supplemental
information  obtained by the  placement of business for  Management  or entities
managed or  advised  by  Management  may be  considered  by and may be useful to
Management in carrying out its obligations to CREF.
                  Nothing  herein  contained  shall  prevent  Management  or any
affiliate  of  Management  from  buying  or  selling,  or from  recommending  or
directing any other person to buy or sell,  at any time,  securities of the same
kind or class  recommended by Management to be purchased or sold for CREF.  When
Management  deems the purchase or sale of a security to be in the best interests
of CREF as well as other clients or accounts, it may, to the extent permitted by
applicable  laws and  regulations,  but will not be obligated to,  aggregate the
securities  to be sold or purchased  for CREF with those to be sold or purchased
for other  clients or accounts in order to obtain  favorable  execution  and low
brokerage

                                       -7-


<PAGE>



commissions.  In that event,  allocation of the securities purchased or sold, as
well as the expenses incurred in the transaction,  will be made by Management in
the manner it considers to be most equitable and  consistent  with its fiduciary
obligations to CREF and to such other clients and accounts. CREF recognizes that
in some cases  this  procedure  may  adversely  affect the size of the  position
obtainable for it.

                  10.      LIMITATION OF LIABILITY
                  Management  shall not be liable for any error of  judgment  or
mistake of law, or for any loss suffered by CREF in connection  with the matters
to which this Agreement relates, except loss resulting from willful misfeasance,
bad faith or gross  negligence on the part of Management in the  performance  of
its  obligations  and  duties  or by  reason of its  reckless  disregard  of its
obligations and duties under this Agreement.
                  CREF shall not be liable for any error of  judgment or mistake
of law, or for any loss suffered by Management in connection with the matters to
which this Agreement  relates,  except loss resulting from willful  misfeasance,
bad  faith or gross  negligence  on the part of CREF in the  performance  of its
obligations and duties or by reason of its reckless disregard of its obligations
and duties under this Agreement.

                  11.  EFFECTIVE DATE AND TERM This  Agreement  shall not become
                  effective unless and
until it is approved by the Trustees, including a majority of
Trustees who are not parties to this Agreement or "interested

                                       -8-


<PAGE>



persons" (as that term is defined in the Investment  Company Act of 1940) of any
such party to this Agreement. This Agreement shall come in full force and effect
on a date mutually agreed upon by the parties,  but in no event earlier than the
date all  regulatory  approvals  necessary  for the  externalization  of  CREF's
investment management services have been obtained.
                  As to each  Account,  the Agreement  shall  continue in effect
indefinitely, unless otherwise terminated pursuant to the provisions below.
                  As to each Account,  this Agreement may be terminated:  (a) by
                  the  Trustees,  without  the payment of any  penalty,  upon 60
                  days'  written  notice  to  Management;  (b) by the  Trustees,
                  without  the  payment  of any  penalty,  if the  Agreement  is
                  assigned by  Management  without the written  consent of CREF;
                  (c) by Management, without the payment of any penalty, upon 60
                  days'  written  notice to the  Trustees;  and (d) at any time,
                  upon the mutual consent of the parties thereto. This Agreement
                  may be amended, changed, waived, or
discharged as mutually  agreed upon in writing by the parties from time to time;
provided,  however,  that any amendment of this Agreement shall not be effective
until  approved by a majority of the Trustees,  including a majority of Trustees
who are not certain  parties to this Agreement or "interested  persons" (as that
term is

                                       -9-


<PAGE>



defined in the Investment Company Act of 1940) of any such party to
this Agreement.

                  12.      NATURE OF AGREEMENT
                  It is intended by the parties to this Agreement that,  because
all services to be performed by  Management  for CREF and its Accounts  pursuant
hereto will be provided at cost,  Management  not be considered  an  "investment
adviser of an investment  company" within the meaning of Section 2(a)(20) of the
1940 Act  (pursuant to  subparagraph  (B)(iii) of that  section) with respect to
CREF and,  accordingly,  that this  Agreement  not be  considered  an investment
advisory contract subject to the requirements of Section 15 of the 1940 Act.

                  13.      APPLICABLE LAW
                  This  Agreement  shall be construed and enforced in accordance
with and governed by the laws of the State of New York.

                  14.      COUNTERPARTS
                  This Agreement may be executed in any number of  counterparts,
each of which shall be deemed an  original  and all of which shall be deemed one
instrument.

                  15.      NOTICES
                  All notices and other  communications  provided for  hereunder
shall be in  writing  and  shall be  delivered  by hand or mailed  first  class,
postage prepaid, addressed as follows:

                           (a)      If to CREF -

                                    College Retirement Equities Fund
                                    730 Third Avenue
                                    New York, New York 10017
                                    Attention: Clifton R. Wharton, Jr.

                                      -10-


<PAGE>




                           (b)      If to Management -

                                    TIAA-CREf Investment Management, Inc.
                                    730 Third Avenue
                                    New York, New York 10017
                                    Attention: James S. Martin
or to such other address as CREF or Management shall designate by written notice
to the other.

                  16.      MISCELLANEOUS
                  The captions in this Agreement are included for convenience or
reference  only and in no way  define or limit any of the  provisions  hereof or
otherwise affect their construction or effect.
                  IN WITNESS  WHEREOF,  CREF and  Management  have  caused  this
Agreement  to be  executed  in their  names and on their  behalf and under their
trust and corporate seals by and through their duly  authorized  officers on the
day and year first above written.

                                        COLLEGE RETIREMENT EQUITIES FUND

(seal)
Attest:

______________________                  By:_____________________________
Title:                                           Title:

                                        TIAA-CREF INVESTMENT MANAGEMENT, INC.

(seal)
Attest:

______________________                  By:______________________________
Title:                                           Title:

                                      -11-


<PAGE>





                                    ADDENDUM

                  Pursuant to Paragraph 11 of the Investment Management Services
Agreement (the "Agreement") by and between TIAA-CREF Investment Management, Inc.
and the College  Retirement  Equities Fund, dated December 17, 1991, the parties
to the Agreement  mutually  agree that the Agreement  shall come into full force
and effect on January 1, 1992.

                  IN WITNESS WHEREOF,  the College Retirement  Equities Fund and
TIAA-CREF Investment Management, Inc. have caused this Addendum to the Agreement
to be  executed  in their  names and on their  behalf and under  their trust and
corporate  seals by and through  their duly  authorized  officers on the day and
year first above written.

                                          COLLEGE RETIREMENT EQUITIES FUND

(seal)

Attest:

_______________________                   By:______________________________
Title:                                             Title:

                                          TIAA-CREF INVESTMENT MANAGEMENT, INC.

(seal)

Attest:

______________________                    By:_______________________________
Title:                                             Title:



<PAGE>




                     AMENDMENT TO THE INVESTMENT MANAGEMENT
                               SERVICES AGREEMENT

         Pursuant  to  Paragraph  11  of  the  Investment   Management  Services
Agreement (the "Agreement") by and between TIAA-CREF Investment  Management,Inc.
("Management") and the College Retirement Equities Fund ("CREF"), dated December
17,  1991,  and  pursuant  to  resolution  of the  majority of Trustees of CREF,
including a majority of Trustees who are not certain parties to the Agreement or
"interested  persons" (as that term is defined in the Investment  Company Act of
1940) of any such party to the Agreement,  the parties to the Agreement mutually
agree  that the  Agreement  shall  be  amended  as set  forth  below,  effective
concurrent with the effectiveness of the  post-effective  amendment which is the
1992 annual update to the  Registration  Statement for CREF's  variable  annuity
certificates, except as otherwise noted below:

         1.       The second "Whereas" clause is amended to read as
follows:

         WHEREAS,  CREF  is  registered  as an  open-end  management  investment
company under the  Investment  Company Act of 1940 ("1940  Act"),  and currently
consists of five investment portfolios (the "Accounts"):  the Stock Account, the
Money Market Account,  the Bond Market Account,  the Social Choice Account,  and
the Global Equities Account, and may consist of additional  investment portfolio
in the future; and

         2. Paragraph 7 of the Agreement is amended to read as follows:

         7.       REIMBURSEMENT

         For the services to be rendered and the expenses  assumed by Management
as  provided  herein,  CREF  shall  reimburse  Management  for the  cost of such
services and the amount of such expenses  through  daily  payments (as described
below)  based on an annual rate agreed upon from time to time  between  CREF and
Management  reflecting  estimates of the cost of such services and expenses with
the  objective of keeping the payments as close as possible to actual  expenses.
As soon as is  practicable  after  the end of such  quarter  (usually  within 30
days), the amount necessary to correct any differences  between the payments and
the expenses actually  incurred will be determined.  This amount will be paid by
or credited to Management,  as the case may be, in equal daily installments over
the remaining days in the quarter.

         For the  services  rendered  and  expenses  incurred by  Management  as
provided  herein,  the  amount  currently  payable  from the net  assets of each
Account (and, for the Global Equities Account, the

                                       -1-


<PAGE>


amount  payable  effective  upon the  introduction  of such  Account,  currently
contemplated  for April 1, 1992) each Valuation Day for each Calendar Day of the
Valuation Period ending on that Valuation Day will be as follows:

         Stock Account:
                  .0003014% (corresponding to an annual rate of 0.11% of
                  its average daily net assets)

         Money Market Account:
                  .0001644% (corresponding to an annual rate of 0.06% of
                  its average daily net assets)

         Bond Market Account:
                  .0002192% (corresponding to an annual rate of 0.08% of
                  its average daily net assets)

         Social Choice Account:
                  .0003288% (corresponding to an annual rate of 0.12% of
                  its average daily net assets)

         Global Equities Account:
                  .0006849% (corresponding to an annual rate of 0.25% of
                  its average daily new assets).

         For purposes of this  Agreement,  "Valuation  Day," "Calendar Day," and
"Valuation Period" shall be defined as specified in CREF's current  Registration
Statements.

         IN WITNESS  WHEREOF,  CREF and Management have caused this Agreement to
be  executed  in their  names  and on their  behalf  and under  their  trust and
corporate  seals by and through  their duly  authorized  officers  effective  as
provided above.

                                          COLLEGE RETIREMENT EQUITIES FUND

(seal)
Attest:

_______________________                   By:______________________________
                                          Title:

                                          TIAA-CREF INVESTMENT MANAGEMENT, INC.

(seal)
Attest:

______________________                    By:_______________________________
                                          Title:

                                       -2-

<PAGE>

                       

                     AMENDMENT TO THE INVESTMENT MANAGEMENT
                               SERVICES AGREEMENT

                  Pursuant to Paragraph 11 of the Investment Management Services
Agreement (the "Agreement") by and between TIAA-CREF Investment Management, Inc.
("Management") and the College Retirement Equities Fund ("CREF"), dated December
17, 1991, as thereafter amended, and pursuant to resolution of a majority of the
Trustees of CREF,  including a majority of Trustees who are not certain  parties
to the  Agreement  or  "interested  persons"  (as that  term is  defined  in the
Investment Company Act of 1940) of any such party to the Agreement,  the parties
to the Agreement mutually agree that the Agreement shall be amended as set forth
below,  effective,   except  as  otherwise  noted  below,  concurrent  with  the
effectiveness of the post-effective amendment which is the 1994 annual update to
certificates:

                  1. The second "Whereas" clause is amended to read as follows:

                  WHEREAS,   CREF  is  registered  as  an  open-end   management
investment  company under the Investment  Company Act of 1940 ("1940 Act"),  and
currently  consists of eight investment  portfolios (the "Accounts"):  the Stock
Account,  the Money Market Account,  the Bond Market Account,  the Social Choice
Account,  the Global  Equities  Account,  the Equity Index  Account,  the Growth
Account, and may consist of additional investment portfolios in the future; and

                  2.       Paragraph 7 of the Agreement is amended to read as
follows:

                  7.       Reimbursement

                  For the services to be rendered  and the  expenses  assumed by
Management as provided herein,  CREF shall reimburse  Management for the cost of
such  services  and the  amount of such  expenses  through  daily  payments  (as
described  below)  based on an annual rate agreed upon from time to time between
CREF  and  Management  reflecting  estimates  of the cost of such  services  and
expenses  with the  objective  of keeping  the  payments as close as possible to
actual  expenses.  As  soon as is  practicable  after  the  end of each  quarter
(usually  within 30 days),  the  amount  necessary  to correct  any  differences
between the payments and the expenses actually incurred will be determined. This
amount will be paid by or credited to  Management,  as the case may be, in equal
daily installments over the remaining days in the quarter.

                  For the services  rendered and expenses incurred by Management
as provided herein, the amount currently payable from


<PAGE>


                                       -2-

the net assets of each Account (and for the Equity Index  Account and the Growth
Account,  the amount payable  effective upon the  introduction of such Accounts,
currently  contemplated  for April 1, 1994) each Valuation Day for each Calendar
Day of the Valuation Period ending on that Valuation Day will be as follows:

                  Stock Account:

                           0.0002740% (corresponding to an annual rate of 0.10%
                           of its average daily net assets)

                  Money Market Account:

                           0.0001370% (corresponding to an annual rate of 0.05%
                           of its average daily net assets)

                  Bond Market Account:

                           0.0001644% (corresponding to an annual rate of 0.06%
                           of its average daily net assets)

                  Social Choice Account:

                           0.0002466% (corresponding to an annual rate of 0.09%
                           of its average daily net assets)

                  Global Equities Account:

                           0.0005479% (corresponding to an annual rate of 0.20%
                           of its average daily net assets)

                  Equity Index Account:

                           0.0002192% (corresponding to an annual rate of 0.08%
                           of its average daily net assets)

                  Growth Account:

                           0.0004932% (corresponding to an annual rate of 0.18%
                           of its average daily net assets)

                  For purposes of this  Agreement,  "Valuation  Day,"  "Calendar
Day," and  "Valuation  Period"  shall be defined as specified in CREF's  current
Registration Statement.


<PAGE>


                                       -3-

                  IN WITNESS  WHEREOF,  CREF and  Management  have  caused  this
Agreement  to be  executed  in their  names and on their  behalf and under their
trust and  corporate  seals as of this 15th day of  March,  1994 by and  through
their duly authorized officers.

                                                COLLEGE RETIREMENT EQUITIES FUND

(seal)

ATTEST:

________________________            By: ______________________________
Senior Vice President                   Title: Chairman

                                        TIAA-CREF INVESTMENT MANAGEMENT, INC.

(seal)
ATTEST:

_______________________             By: ______________________________
Assistant Secretary                     Title: President

<PAGE>





                     AMENDMENT TO THE INVESTMENT MANAGEMENT
                               SERVICES AGREEMENT

                  Pursuant to Paragraph 11 of the Investment Management Services
Agreement (the "Agreement") by and between TIAA-CREF Investment Management, Inc.
("Management") and the College Retirement Equities Fund ("CREF"), dated December
17, 1991, as amended,  and pursuant to resolution of the majority of Trustees of
CREF,  including  a majority  of  Trustees  who are not  certain  parties to the
Agreement or  "interested  persons"  (as that term is defined in the  Investment
Company  Act of 1940) of any such  party to the  Agreement,  the  parties to the
Agreement mutually agree that the Agreement shall be amended as set forth below,
effective as of the 16th day of November, 1994.

                  Paragraph 4 of the Agreement is amended to read as
follows:

                  "4.      INFORMATION TO BE PROVIDED TO THE TRUSTEES

                           Management shall furnish to the Trustees any reports,
                           statements  or other  information  which the Trustees
                           may from time to time reasonably request."

                  IN WITNESS  WHEREOF,  CREF and  Management  have  caused  this
Agreement  to be  executed  in their  names and on their  behalf and under their
trust  and  corporate  seals  by and  through  their  duly  authorized  officers
effective as provided above.

(seal)                                       COLLEGE RETIREMENT EQUITIES FUND
Attest:

_________________________                    By:_____________________________
Assistant Secretary                             Title: Chairman

(seal)                                       TIAA-CREF INVESTMENT MANAGEMENT,
Attest:                                      INC.

_________________________                    By:_____________________________
Assistant Secretary                          Title: President

<PAGE>


                     AMENDMENT TO THE INVESTMENT MANAGEMENT
                               SERVICES AGREEMENT

                  Pursuant to Paragraph 11 of the Investment Management Services
Agreement (the "Agreement") by and between TIAA-CREF Investment Management, Inc.
("Management") and the College Retirement Equities Fund ("CREF"), dated December
17, 1991, as thereafter  amended,  and pursuant to resolution of the majority of
Trustees of CREF,  including a majority of Trustees who are not certain  parties
to the  Agreement  or  "interested  persons"  (as that  term is  defined  in the
Investment Company Act of 1940) of any such party to the Agreement,  the parties
to the Agreement mutually agree that the Agreement shall be amended as set forth
below,  effective,   except  as  otherwise  noted  below,  concurrent  with  the
effectiveness of the post-effective amendment which is the 1995 annual update to
the Registration Statement for CREF~s variable annuity certificates:

                  1. Paragraph 7 of the Agreement is amended to read as follows:

                  7. REIMBURSEMENT

                  For the services to be rendered  and the  expenses  assumed by
 Management as provided herein, CREF shall reimburse  Management for the cost of
 such  services  and the amount of such  expenses  through  daily  payments  (as
 described  below) based on an annual rate agreed upon from time to time between
 CREF and  Management  reflecting  estimates  of the cost of such  services  and
 expenses  with the  objective  of keeping the  payments as close as possible to
 actual  expenses.  As  soon as is  practicable  after  the end of each  quarter
 (usually  within 30 days),  the amount  necessary  to correct  any  differences
 between the payments and the expenses  actually  incurred  will be  determined.
 This amount will be paid by or credited to  Management,  as the case may be, in
 equal daily installments over the remaining days in the quarter.

                  For the services  rendered and expenses incurred by Management
as provided  herein,  the amount  currently  payable from the net assets of each
Account each Valuation Day for each Calendar Day of the Valuation  Period ending
on that Valuation Day will be as follows:

                  Stock Account:

                           0:0002740%  (corresponding to an annual rate of 0.10%
                           of its average daily net assets)
<PAGE>

                  Money Market Account:

                           0.0001370%  (corresponding to an annual rate of 0.05*
                           of its average daily net assets)

                  Bond Market Account:

                           0.0001644% (corresponding to an annual rate of 0.06k
                           of its average daily net assets)

                  Social Choice Account:

                           0.0002466%  (corresponding to an annual rate of 0.09
                           of its average daily net assets)

                  Global Equities Account:

                           0.0004658%  (corresponding  to an annual rate of 0.17
                           of its average daily net assets).

                  Equity Index Account:

                           0.0002192%  (corresponding  to an annual rate of 0.08
                           of its average daily net assets).

                  Growth Account:

                           0.0004932%  (corresponding  to an annual rate of 0.18
                           of its average daily net assets).

         For purposes of this  Agreement,  "Valuation  Day," "Calendar Day," and
"Valuation Period" shall be defined as specified in CREF's current  Registration
Statement.

         IN WITNESS  WHEREOF,  CREF and Management have caused this Agreement to
be  executed  in their  names and on their,  behalf  and under  their  trust and
corporate  seals  as of this  3rd of  March,  1995  by and  through  their  duly
authorized-officers effective as provided above.

(seal)                                     COLLEGE RETIREMENT EQUITIES FUND
Attest:

_____________________________________      By: _________________________________
Assistant Secretary                             Title: Chairman


(seal)                                     TIAA-CREF INVESTMENT MANAGEMENT, INC.
Attest:

_____________________________________       By: ________________________________
Assistant Secretary                              Title: President

<PAGE>


                     AMENDMENT TO THE INVESTMENT MANAGEMENT
                               SERVICES AGREEMENT

                  Pursuant to Paragraph 11 of the Investment Management Services
Agreement (the "Agreement") by and between TIAA-CREF Investment Management, Inc.
("Management") and the College Retirement Equities Fund ("CREF"), dated December
17, 1991, as thereafter amended, and pursuant to resolution of a majority of the
Trustees of CREF,  including a majority of Trustees who are not certain  parties
to the  Agreement  or  "interested  persons"  (as that  term is  defined  in the
Investment Company Act of 1940) of any such party to the Agreement,  the parties
to the Agreement mutually agree that the Agreement shall be amended as set forth
below:

                  1. The second  "Whereas" clause of the Agreement is amended to
read as follows:

                  WHEREAS,   CREF  is  registered  as  an  open-end   management
investment  company under the Investment  Company Act of 1940 ("1940 Act"),  and
currently  consists of eight investment  portfolios (the "Accounts"):  the Stock
Account,  the Money Market Account,  the Bond Market Account,  the Social Choice
Account,  the Global  Equities  Account,  the Equity Index  Account,  the Growth
Account and the  Inflation-Linked  Bond  Account,  and may consist of additional
investment portfolios in the future; and

                  2.       Paragraph 7 of the Agreement is amended to read as
follows:

                  7.       REIMBURSEMENT

                  For the services to be rendered  and the  expenses  assumed by
Management as provided herein,  CREF shall reimburse  Management for the cost of
such  services  and the  amount of such  expenses  through  daily  payments  (as
described  below)  based on an annual rate agreed upon from time to time between
CREF  and  Management  reflecting  estimates  of the cost of such  services  and
expenses  with the  objective  of keeping  the  payments as close as possible to
actual  expenses.  As  soon as is  practicable  after  the  end of each  quarter
(usually  within 30 days),  the  amount  necessary  to correct  any  differences
between the payments and the expenses actually incurred will be determined. This
amount will be paid by or credited to  Management,  as the case may be, in equal
daily installments over the remaining days in the quarter.

                  For the services  rendered and expenses incurred by Management
as provided herein, the amount currently payable from

<PAGE>

the net assets of each Account each  Valuation  Day for each Calendar Day of the
Valuation Period ending on that Valuation Day will be as follows:

                  Stock Account:

                           .0005479% (corresponding to an annual rate of 0.08%
                           of its average daily net assets)

                  Money Market Account:

                           .0001644% (corresponding to an annual rate of 0.06%
                           of its average daily net assets)

                  Bond Market Account:

                           .0001644% (corresponding to an annual rate of 0.06%
                           of its average daily net assets)

                  Social Choice Account:

                           .0001918% (corresponding to an annual rate of 0.07%
                           of its average daily net assets)

                  Global Equities Account:

                           .0004110% (corresponding to an annual rate of 0.15%
                           of its average daily net assets)

                  Growth Account:

                           .0003562% (corresponding to an annual rate of 0.13%
                           of its average daily net assets)

                  Equity Index Account:

                           .0001918% (corresponding to an annual rate of 0.07%
                           of its average daily net assets)

                  Inflation-Linked Bond Account:

                           .0002192% (corresponding to an annual rate of 0.08%
                           of its average daily net assets)

                  For purposes of this  Agreement,  "Valuation  Day,"  "Calendar
Day," and  "Valuation  Period"  shall be defined as specified in CREF's  current
Registration Statement.
<PAGE>

                  IN WITNESS  WHEREOF,  CREF and  Management  have  caused  this
Agreement  to be  executed  in their  names and on their  behalf and under their
trust and  corporate  seals as of this 15th day of  April,  1997 by and  through
their duly authorized officers.

                                        COLLEGE RETIREMENT EQUITIES FUND

ATTEST:

________________________            By: ______________________________
Stewart P. Greene                       Peter C. Clapman
                                        Title:  Senior Vice President
                                        and Chief Counsel, Investments



                                        TIAA-CREF INVESTMENT MANAGEMENT, INC.

ATTEST:

_______________________             By: ______________________________
Stewart P. Greene                       Lisa Snow
                                        Title:  Assistant Secretary


<PAGE>


                     AMENDMENT TO THE INVESTMENT MANAGEMENT
                               SERVICES AGREEMENT

                  Pursuant to Paragraph 11 of the Investment Management Services
Agreement (the "Agreement") by and between TIAA-CREF Investment Management, Inc.
("Management") and the College Retirement Equities Fund ("CREF"), dated December
17, 1991, as thereafter amended, and pursuant to resolution of a majority of the
Trustees of CREF,  including a majority of Trustees who are not certain  parties
to the  Agreement  or  "interested  persons"  (as that  term is  defined  in the
Investment Company Act of 1940) of any such party to the Agreement,  the parties
to the Agreement mutually agree that the Agreement shall be amended as set forth
below:

                  1.       Paragraph  7  of  the Agreement is amended to read as
follows:

                  7.       REIMBURSEMENT

                  For the services to be rendered  and the  expenses  assumed by
Management as provided herein,  CREF shall reimburse  Management for the cost of
such  services  and the  amount of such  expenses  through  daily  payments  (as
described  below)  based on an annual rate agreed upon from time to time between
CREF  and  Management  reflecting  estimates  of the cost of such  services  and
expenses  with the  objective  of keeping  the  payments as close as possible to
actual  expenses.  As  soon as is  practicable  after  the  end of each  quarter
(usually  within 30 days),  the  amount  necessary  to correct  any  differences
between the payments and the expenses actually incurred will be determined. This
amount will be paid by or credited to  Management,  as the case may be, in equal
daily installments over the remaining days in the quarter.

                  For the services  rendered and expenses incurred by Management
as provided  herein,  the amount  currently  payable from the net assets of each
Account each Valuation Day for each Calendar Day of the Valuation  Period ending
on that Valuation Day will be as follows:

                  Stock Account:

                           .0002466%  (corresponding  to an annual rate of 0.09%
                           of its average daily net assets)

                  Money Market Account:

                           .0001644%  (corresponding  to an annual rate of 0.06%
                           of its average daily net assets)

                  Bond Market Account:

                           .0001644%  (corresponding  to an annual rate of 0.06%
                           of its average daily net assets)
<PAGE>

                  Social Choice Account:

                           .0002192%  (corresponding  to an annual rate of 0.08%
                           of its average daily net assets)

                  Global Equities Account:

                           .0004658%  (corresponding  to an annual rate of 0.17%
                           of its average daily net assets)

                  Growth Account:

                           .0003836%  (corresponding  to an annual rate of 0.14%
                           of its average daily net assets)

                  Equity Index Account:

                           .0001918%  (corresponding  to an annual rate of 0.07%
                           of its average daily net assets)

                  Inflation-Linked Bond Account:

                           .0002466%  (corresponding  to an annual rate of 0.09%
                           of its average daily net assets)

                  For purposes of this  Agreement,  "Valuation  Day,"  "Calendar
Day," and  "Valuation  Period"  shall be defined as specified in CREF's  current
Registration Statement.
<PAGE>

                  IN WITNESS  WHEREOF,  CREF and  Management  have  caused  this
Agreement  to be  executed  in their  names and on their  behalf and under their
trust and corporate  seals as of this 13th day of November,  1996 by and through
their duly authorized officers.

                                        COLLEGE RETIREMENT EQUITIES FUND

ATTEST:
/s/Stewart P. Greene                    /s/Peter C. Clapman
________________________            By: ______________________________
Stewart P. Greene                       Peter C. Clapman
                                        Title:  Senior Vice President
                                        and Chief Counsel, Investments



                                        TIAA-CREF INVESTMENT MANAGEMENT, INC.

ATTEST:
/s/Stewart P. Greene                    /s/Lisa Snow
_______________________             By: ______________________________
Stewart P. Greene                       Lisa Snow
                                        Title:  Assistant Secretary


<PAGE>


                     AMENDMENT TO THE INVESTMENT MANAGEMENT
                               SERVICES AGREEMENT

                  Pursuant to Paragraph 11 of the Investment Management Services
Agreement (the "Agreement") by and between TIAA-CREF Investment Management, Inc.
("Management") and the College Retirement Equities Fund ("CREF"), dated December
17, 1991, as thereafter  amended,  and pursuant to resolution of the majority of
the  Trustees of CREF,  including  a majority  of  Trustees  who are not certain
parties to the Agreement or "interested persons" (as that term is defined in the
Investment Company Act of 1940) of any such party to the Agreement,  the parties
to the Agreement mutually agree that the Agreement shall be amended as set forth
below,  effective  concurrent  with  the  effectiveness  of  the  post-effective
amendment  which is the 1993 annual  update to the  Registration  Statement  for
CREF's variable annuity certificates, except as otherwise noted below:

                  1.       Paragraph  7  of  the Agreement is amended to read as
follows:

                  7.       REIMBURSEMENT

                  For the services to be rendered  and the  expenses  assumed by
Management as provided herein,  CREF shall reimburse  Management for the cost of
such  services  and the  amount of such  expenses  through  daily  payments  (as
described  below)  based on an annual rate agreed upon from time to time between
CREF  and  Management  reflecting  estimates  of the cost of such  services  and
expenses  with the  objective  of keeping  the  payments as close as possible to
actual  expenses.  As  soon as is  practicable  after  the  end of each  quarter
(usually  within 30 days),  the  amount  necessary  to correct  any  differences
between the payments and the expenses actually incurred will be determined. This
amount will be paid by or credited to  Management,  as the case may be, in equal
daily installments over the remaining days in the quarter.

                  For the services  rendered and expenses incurred by Management
as provided  herein,  the amount  currently  payable from the net assets of each
Account each Valuation Day for each Calendar Day of the Valuation  Period ending
on that Valuation Day will be as follows:

                  Stock Account:

                           .0003288%  (corresponding  to an annual rate of 0.12%
                           of its average daily net assets)

                  Money Market Account:

                           .0001644%  (corresponding  to an annual rate of 0.06%
                           of its average daily net assets)
<PAGE>

                  Bond Market Account:

                           .0001644%  (corresponding  to an annual rate of 0.06%
                           of its average daily net assets)

                  Social Choice Account:

                           .0002192%  (corresponding  to an annual rate of 0.08%
                           of its average daily net assets)

                  Global Equities Account:

                           .0004658%  (corresponding  to an annual rate of 0.17%
                           of its average daily net assets)

                  Growth Account:

                           .0003836%  (corresponding  to an annual rate of 0.14%
                           of its average daily net assets)

                  Equity Index Account:

                           .0001918%  (corresponding  to an annual rate of 0.07%
                           of its average daily net assets)

                  Inflation-Linked Bond Account:

                           .0002466%  (corresponding  to an annual rate of 0.09%
                           of its average daily net assets)

                  For purposes of this  Agreement,  "Valuation  Day,"  "Calendar
Day," and  "Valuation  Period"  shall be defined as specified in CREF's  current
Registration Statement.
<PAGE>

                  IN WITNESS  WHEREOF,  CREF and  Management  have  caused  this
Agreement  to be  executed  in their  names and on their  behalf and under their
trust and corporate  seals as of this 13th day of November,  1996 by and through
their duly authorized officers.

                                        COLLEGE RETIREMENT EQUITIES FUND

ATTEST:
/s/Stewart P. Greene                    /s/Peter C. Clapman
________________________            By: ______________________________
Stewart P. Greene                       Peter C. Clapman
                                        Title:  Senior Vice President
                                        and Chief Counsel, Investments



                                        TIAA-CREF INVESTMENT MANAGEMENT, INC.

ATTEST:
/s/Stewart P. Greene                    /s/Lisa Snow
_______________________             By: ______________________________
Stewart P. Greene                       Lisa Snow
                                        Title:  Assistant Secretary


<PAGE>


                     AMENDMENT TO THE INVESTMENT MANAGEMENT
                               SERVICES AGREEMENT

                  Pursuant to Paragraph 11 of the Investment Management Services
Agreement (the "Agreement") by and between TIAA-CREF Investment Management, Inc.
("Management") and the College Retirement Equities Fund ("CREF"), dated December
17, 1991, as thereafter amended, and pursuant to resolution of a majority of the
Trustees of CREF,  including a majority of Trustees who are not certain  parties
to the  Agreement  or  "interested  persons"  (as that  term is  defined  in the
Investment Company Act of 1940) of any such party to the Agreement,  the parties
to the Agreement mutually agree that the Agreement shall be amended as set forth
below,  effective,   except  as  otherwise  noted  below,  concurrent  with  the
effectiveness of the post-effective amendment which is the 1996 annual update to
the Registration Statement of CREF's variable annuity certificates.

                  1.       Paragraph 7 of the Agreement is amended to read as
follows:

                  7.       REIMBURSEMENT

                  For the services to be rendered  and the  expenses  assumed by
Management as provided herein,  CREF shall reimburse  Management for the cost of
such  services  and the  amount of such  expenses  through  daily  payments  (as
described  below)  based on an annual rate agreed upon from time to time between
CREF  and  Management  reflecting  estimates  of the cost of such  services  and
expenses  with the  objective  of keeping  the  payments as close as possible to
actual  expenses.  As  soon as is  practicable  after  the  end of each  quarter
(usually  within 30 days),  the  amount  necessary  to correct  any  differences
between the payments and the expenses actually incurred will be determined. This
amount will be paid by or credited to  Management,  as the case may be, in equal
daily installments over the remaining days in the quarter.

                  For the services  rendered and expenses incurred by Management
as provided  herein,  the amount  currently  payable from the net assets of each
Account each Valuation Day for each Calendar Day of the Valuation  Period ending
on that Valuation Day will be as follows:

                  Stock Account:

                           .0002466% (corresponding to an annual rate of 0.09%
                           of its average daily net assets)

                  Money Market Account:

                           .0001644% (corresponding to an annual rate of 0.06%
                           of its average daily net assets)


<PAGE>


                                                        -2-

                  Bond Market Account:

                           .0001644% (corresponding to an annual rate of 0.06%
                           of its average daily net assets)

                  Social Choice Account:

                           .0002192% (corresponding to an annual rate of 0.08%
                           of its average daily net assets)

                  Global Equities Account:

                           .0004658% (corresponding to an annual rate of 0.17%
                           of its average daily net assets)

                  Growth Account:

                           .0003836 (corresponding to an annual rate of 0.14%
                           of its average daily net assets)

                  Equity Index Account:

                           .0001918% (corresponding to an annual rate of 0.07%
                           of its average daily net assets)

                  For purposes of this  Agreement,  "Valuation  Day,"  "Calendar
Day," and  "Valuation  Period"  shall be defined as specified in CREF's  current
Registration Statement.

                  IN WITNESS  WHEREOF,  CREF and  Management  have  caused  this
Agreement  to be  executed  in their  names and on their  behalf and under their
trust and corporate seals as of this 16 day of April,  1996 by and through their
duly authorized officers.

                          COLLEGE RETIREMENT EQUITIES FUND

ATTEST:

_____________________     By: _____________________________
                               Title:  Senior Vice President
                               and Chief Counsel,
                               Investments

                          TIAA-CREF INVESTMENT MANAGEMENT, INC.

ATTEST:

____________________      By: _____________________________
                               Title:  Assistant Secretary



                             CONTRIBUTION AGREEMENT

CONTRIBUTION  AGREEMENT (the "Agreement") made this 28th day of July 1987 by and
between  Teachers  Insurance  and Annuity  Association  of America  ("TIAA") and
College Retirement Equities Fund ("CREF"),  both nonprofit  coporations existing
under the laws of the State of New York.

                                   WITNESSETH:

         WHEREAS,  TIAA and CREF are companion  organizations  engaged in aiding
and assisting  nonprofit  educational  and research  organizations  by providing
retirement  benefits and  financial  security to faculty and other  employees of
those organizations; and

         WHEREAS,   CREF  has  registered   with  the  Securities  and  Exchange
Commission ("SEC") as a diversified open-end management investment company under
the Investment  Company Act of 1940 (the "1940 Act") and will offer interests in
its investment portfolios in the form of accumulation units as the funding media
for certain variable annuity certificates it offers (the "Certificates"); and

         WHEREAS,  CREF intends to offer a money market investment  account (the
"Money Market  Account") as well as its existing equity portfolio (which will be
known as the Stock Account) after the  registration  statement it has filed with
the SEC becomes effective; and

         WHEREAS,  the  parties  desire  that  the  Money  Market  Account  have
sufficient initial  capitalization to enable it to avoid an unrealistically poor
investment  performance  that might otherwise  result because amounts  initially
available for investment were too small to achieve


<PAGE>

sufficient diversification,  as well as to satisfy the net worth requirements of
the 1940 Act;

         NOW,  THEREFORE,  for  the  agreements  and  consideration  hereinafter
described,  the parties agree as follows: 

         1. TIAA hereby agrees to contribute to the Money Market Account the sum
of $50,000,000 (the "Contribution") on 1987.

         2. In consideration  for the Contribution and without  deduction of any
charges,  CREF shall be the owner . Such accumulation  units will share pro rata
in the  investment  performance of the Money Market Account and shall be subject
to the same valuation accumulation units in such Account.

         3. TIAA  represents  that the  accumulation  units  acquired under this
Agreement are being,  and will be,  acquired for investment (and not with a view
to  distribution  or  resale  to the  public)  and  can be  disposed  of only by
redemption.

         4.  Accumulation  units  acquired  under this Agreement will be held by
TIAA for its own account  until  redeemed.  Amounts  will be redeemed by CREF at
prices equal to the respecive net asset value of accumulation units of the Money
Market  Account next  determined  after CREF  receives  TIAA's  proper notice of
redemption.

         5. TIAA may purchase, and CREF may issue, additional accumulation units
of the Money Market Account as the parties may agree.

         6. This Agreement will be construed and enforced in accordance with and
governed  by the  provisions  of the 1940  Act and the laws of the  State of New
York.

                                         TEACHERS INSURANCE AND ANNUITY
                                         ASSOCIATION OF AMERICA

                                         By:____________________________________
                                               (Title)


                                         COLLEGE RETIREMENT EQUITIES FUND

                                         By:____________________________________
                                               (Title)



                              SEED MONEY AGREEMENT

                  SEED MONEY AGREEMENT (the  "Agreement")  made this 13th day of
March, 1992 by and between Teachers Insurance and Annuity Association of America
("TIAA")  and  College  Retirement   Equities  Fund  ("CREF"),   both  nonprofit
corporations existing under the laws of the State of New York.

                  1. TIAA hereby agrees to invest in the Global Equities Account
the sum of $50,000,000 on April 1 or as soon thereafter as practicable.

                  2. In Consideration  for such investment and without deduction
of any charges,  CREF shall credit TIAA with 2,000,000  accumulated  units, each
valued at $25.00, of which TIAA shall be the owner. Such accumulation units will
share pro rata in the investment  performance of the Global Equities Account and
shall  be  subject  to the  same  valuation  procedures  and the  same  periodic
deductions as are other accumulation units in such Account.

                  3. TIAA represents that the accumulation  units acquired under
this Agreement are being,  and will be,  acquired for investment (and not with a
view to  distribution  or resale to the  public)  and can be disposed of only by
redemption.


<PAGE>


                  4.  Accumulation  units  acquired under this Agreement will be
held by TIAA  for its own  account  until  redeemed  by  TIAA.  Amounts  will be
redeemed at prices equal to the respective net asset value of accumulation units
of the Global Equities Account next determined after CREF receives TIAA's proper
notice of redemption.

                  5.  TIAA  may  purchase,   and  CREF  may  issue,   additional
accumulation units of the Global Equities Account as the parties may agree.

                  6. This Agreement will be construed and enforced in accordance
with and governed by the  provisions of the  Investment  Company Act of 1940 and
the laws of the State of New York.

                                          TEACHERS INSURANCE AND
                                          ANNUITY ASSOCIATION OF AMERICA

                                          By ____________________________
                                             Executive Vice President

                                          COLLEGE RETIREMENT EQUITIES FUND

                                          By _____________________________
                                             Executive Vice President


                              SEED MONEY AGREEMENT

                  SEED MONEY  AGREEMENT (the  "Agreement")  made as of this 24th
day of February,  1994 by and between Teachers Insurance and Annuity Association
of  America  ("TIAA")  and  College  Retirement  Equities  Fund  ("CREF"),  both
nonprofit corporations existing under
the laws of the State of New York.

                  1. TIAA  hereby  agrees to invest in each of the Equity  Index
Account  and the Growth  Account  the sum of  $50,000,000  on April 1 or as soon
thereafter as practicable.

                  2. In Consideration  for such investment and without deduction
of any charges,  CREF shall credit TIAA in each of the Equity Index  Account and
the Growth Account with 2,000,000  accumulated  units, each valued at $25.00, of
which TIAA shall be the owner.  Such  accumulation  units will share pro rata in
the  investment  performance  of each  account  and shall be subject to the same
valuation  procedures and the same periodic deductions as are other accumulation
units in each such Account.

                  3. TIAA represents that the accumulation  units acquired under
this Agreement are being,  and will be,  acquired for investment (and not with a
view to  distribution  or resale to the  public)  and can be disposed of only by
redemption.



<PAGE>





                  4.  Accumulation  units  acquired under this Agreement will be
held by TIAA  for its own  account  until  redeemed  by  TIAA.  Amounts  will be
redeemed at prices equal to the respective net asset value of accumulation units
of each such Account next determined after CREF receives TIAA's proper notice of
redemption.

                  5.  TIAA  may  purchase,   and  CREF  may  issue,   additional
accumulation  units of the Equity  Index  Account and the Growth  Account as the
parties may agree.

                  6. This Agreement will be construed and enforced in accordance
with and governed by the  provisions of the  Investment  Company Act of 1940 and
the laws of the State of New York.

                                          TEACHERS INSURANCE AND
                                          ANNUITY ASSOCIATION OF AMERICA

                                          By ____________________________
                                             Executive Vice President

                                          COLLEGE RETIREMENT EQUITIES FUND

                                          By _____________________________
                                              Executive Vice President




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