NY State Assembly Bill 2023-A6347B

Assembly Bill A6347B

Signed By Governor

2023-2024 Legislative Session

Relates to authorizing and empowering CREF to merge with TIAA; repealer

download bill text pdf

Current Bill Status Via S2679 - Signed by Governor

Introduced
- In Committee Assembly
- In Committee Senate
- On Floor Calendar Assembly
- On Floor Calendar Senate
- Passed Assembly
- Passed Senate
Delivered to Governor
Signed By Governor

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Actions

View Actions

	Assembly Actions - Lowercase Senate Actions - UPPERCASE
Jun 30, 2023	signed chap.171
Jun 29, 2023	delivered to governor
Jun 10, 2023	returned to senate passed assembly ordered to third reading rules cal.825 substituted for a6347b
Jun 10, 2023	substituted by s2679b rules report cal.825 reported
May 30, 2023	print number 6347b
May 30, 2023	amend (t) and recommit to rules
May 24, 2023	reported referred to rules
May 16, 2023	print number 6347a
May 16, 2023	amend and recommit to insurance
Apr 05, 2023	referred to insurance

Votes

- Jun 5, 2023 - Floor Vote
  S2679
  
  60
  
  Aye
  
  1
  
  Nay
  
  0
  
  Absent
  
  2
  
  Excused
  
  0
  
  Abstained
  - - Floor Vote: Jun 5, 2023
      
      aye (60)
      
      Addabbo Jr.
      
      Ashby
      
      Bailey
      
      Borrello
      
      Breslin
      
      Brisport
      
      Brouk
      
      Canzoneri-Fitzpatrick
      
      Chu
      
      Cleare
      
      Comrie
      
      Fernandez
      
      Gallivan
      
      Gianaris
      
      Gonzalez
      
      Gounardes
      
      Griffo
      
      Harckham
      
      Helming
      
      Hinchey
      
      Hoylman-Sigal
      
      Jackson
      
      Kavanagh
      
      Kennedy
      
      Krueger
      
      Lanza
      
      Liu
      
      Mannion
      
      Martinez
      
      Martins
      
      Mattera
      
      May
      
      Mayer
      
      Murray
      
      Myrie
      
      O'Mara
      
      Oberacker
      
      Ortt
      
      Palumbo
      
      Parker
      
      Persaud
      
      Ramos
      
      Rhoads
      
      Rivera
      
      Rolison
      
      Ryan
      
      Salazar
      
      Sanders Jr.
      
      Scarcella-Spanton
      
      Sepúlveda
      
      Serrano
      
      Stavisky
      
      Stec
      
      Stewart-Cousins
      
      Tedisco
      
      Thomas
      
      Walczyk
      
      Webb
      
      Weber
      
      Weik
      
      nay (1)
      
      Skoufis
      
      excused (2)
      
      Cooney
      
      Felder
  May 22, 2023 - Insurance Committee Vote
  S2679
  
  11
  
  Aye
  
  0
  
  Nay
  
  0
  
  Aye with Reservations
  
  0
  
  Absent
  
  0
  
  Excused
  
  0
  
  Abstained
  - - Insurance Committee Vote: May 22, 2023
      
      aye (11)
      
      Addabbo Jr.
      
      Borrello
      
      Breslin
      
      Cooney
      
      Harckham
      
      Helming
      
      Kennedy
      
      Martinez
      
      O'Mara
      
      Sanders Jr.
      
      Scarcella-Spanton

Bill Amendments

Original

B (Active)

2023-A6347 - Details

See Senate Version of this Bill:: S2679
Law Section:: Financial Services
Laws Affected:: Rpld Chap 124 of 1952
Versions Introduced in 2021-2022 Legislative Session:: A9330, S8126

2023-A6347 - Summary

Authorizes and empowers the College Retirement Equities Fund (CREF) to merge with the Teachers Insurance and Annuity Association (TIAA) with CREF ceasing to be a corporate entity and TIAA as the surviving entity.

2023-A6347 - Bill Text download pdf

                             
                     S T A T E   O F   N E W   Y O R K
 ________________________________________________________________________
 
                                   6347
 
                        2023-2024 Regular Sessions
 
                           I N  A S S E M B L Y
 
                               April 5, 2023
                                ___________
 
 Introduced by M. of A. WEPRIN -- read once and referred to the Committee
   on Insurance
 
 AN  ACT  in  relation to authorizing and empowering CREF to combine with
   TIAA, with TIAA  continuing  in  existence  as  the  surviving  entity
   following  such  combination  and  with CREF ceasing to be a corporate
   entity; and to repeal chapter 124 of the laws  of  1952,  relating  to
   incorporating  the college retirement equities fund for the benefit of
   the teaching profession
 
   THE PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND  ASSEM-
 BLY, DO ENACT AS FOLLOWS:
 
   Section  1. Chapter 124 of the laws of 1952, relating to incorporating
 the college retirement equities fund for the  benefit  of  the  teaching
 profession, is REPEALED.
   §  2.  Definitions. For purposes of this act the following terms shall
 have the following meanings:
   (a) "CREF" shall mean the College  Retirement  Equities  Fund,  formed
 pursuant  to chapter 124 of the laws of 1952 as a companion organization
 to TIAA for the issuance of variable annuity contracts;
   (b) "CREF Board of Governors" shall mean the individuals designated as
 governors of CREF, pursuant to chapter 124 of the laws of 1952, who  are
 the sole members of CREF;
   (c)  "Plan of Combination" shall mean the agreement and plan of combi-
 nation of TIAA and CREF adopted and  approved  in  accordance  with  the
 provisions of this act;
   (d)  "Superintendent"  shall  mean  the superintendent of the New York
 state department of financial services;
   (e) "TIAA" shall mean the Teachers Insurance and  Annuity  Association
 of  America,  an  insurance  company  formed pursuant to the laws of New
 York;
 
  EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                       [ ] is old law to be omitted.
                                                            LBD07358-01-3
 A. 6347                             2

   (f) "TIAA Board of Governors" shall mean the corporation formed pursu-
 ant to chapter 880 of the laws of 1937, which is the sole owner  of  the
 issued and outstanding stock of TIAA; and
   (g)  "TIAA  Separate  Account" shall mean the separate account of TIAA
 created in connection with the Plan of Combination.
   § 3. (a) Subject to the provisions of this act and the terms set forth
 in the Plan of Combination, CREF is hereby authorized and  empowered  to
 combine  with  TIAA,  with TIAA continuing in existence as the surviving
 entity following such combination and with CREF ceasing to be  a  corpo-
 rate  entity. TIAA shall continue to be an insurance company established
 pursuant to the laws of the state of New York. The TIAA Separate Account
 shall be subject to the insurance laws of the state  of  New  York,  and
 neither the combination nor any transactions contemplated by the Plan of
 Combination  shall  subject  TIAA,  as the surviving entity, or the TIAA
 Separate Account, to the not-for-profit corporation law. The TIAA  Board
 of Governors shall remain subject to the not-for-profit corporation law.
   (b)  Such  combination  shall be deemed a merger under the laws of the
 state of New York, including any laws applicable to insurance  companies
 or  not-for-profit  corporations, and shall be approved by not less than
 two-thirds of the individual governors of the CREF Board of Governors as
 the sole members of CREF, and not less than two-thirds of the individual
 members of the TIAA Board of Governors as the sole shareholder of  TIAA.
 Thereafter,  the  Plan  of  Combination shall be submitted to the Super-
 intendent for approval.  Following the receipt of all  necessary  corpo-
 rate  and  regulatory approvals, including authorization by the TIAA and
 CREF Boards of Governors and TIAA and CREF boards of trustees, a  certi-
 fied  copy  of  the  Plan of Combination with the approval of the Super-
 intendent endorsed thereon shall be filed in the office of the clerk  of
 New  York  County,  and  upon  such  filing the combination shall become
 effective.
   § 4. (a) At the effective time of and pursuant to the Plan of Combina-
 tion, all assets and liabilities of CREF including causes of action  and
 defenses  thereto, shall vest by operation of law in TIAA, and all vari-
 able annuity contracts and certificates issued by CREF and in  force  at
 the effective time of the combination, shall be and become TIAA variable
 annuity  contracts  and  certificates  as  of  the effective time of the
 combination; provided, however, that at the effective time of the combi-
 nation (i) without further act or deed, the assets  and  liabilities  of
 CREF  relating to the outstanding variable annuity contracts and certif-
 icates of CREF shall immediately be assets and liabilities of and  allo-
 cated  to the TIAA Separate Account without such assets becoming general
 account assets of TIAA; and (ii) each investment account of  CREF  imme-
 diately  prior  to  the combination shall comprise an investment sub-ac-
 count of the TIAA Separate Account, with the assets and  liabilities  of
 each  such  investment  account vesting immediately and directly in that
 investment sub-account.
   (b) At the effective time, TIAA shall assume the  obligations  of  the
 CREF  contracts  and certificates, and all holders of CREF contracts and
 certificates shall be notified of the combination.
   (c) At all times, the assets of the TIAA Separate Account, and of each
 investment sub-account, shall be  segregated  from  the  assets  of  the
 general  account of TIAA and any other TIAA separate account and invest-
 ment sub-account. That portion  of  the  assets  of  the  TIAA  Separate
 Account,  and of each investment sub-account, not exceeding the reserves
 and other contract liabilities with respect to the TIAA Separate Account
 and each investment sub-account, shall not be  chargeable  with  liabil-
 A. 6347                             3
 
 ities  arising  out of any other business of TIAA. The income, gains and
 losses, whether or not realized, from assets allocated to the TIAA Sepa-
 rate Account, and each investment sub-account, shall be credited  to  or
 charged  against  the  TIAA Separate Account and each investment sub-ac-
 count without regard to other income, gains or losses of TIAA.
   § 5. This act shall take effect immediately, provided,  however,  that
 section  one  of this act shall take effect at the effective time of the
 combination of TIAA and CREF pursuant to this act, and provided further,
 that the Superintendent of the New York state  department  of  financial
 services  shall notify the legislative bill drafting commission upon the
 occurrence of such effective time in order that the commission may main-
 tain an accurate and timely database of the official text of the laws of
 the State of New York in furtherance of effectuating the  provisions  of
 section  44  of the legislative law and section 70-b of the public offi-
 cers law.

2023-A6347A - Details

See Senate Version of this Bill:: S2679
Law Section:: Financial Services
Laws Affected:: Rpld Chap 124 of 1952
Versions Introduced in 2021-2022 Legislative Session:: A9330, S8126

2023-A6347A - Summary

2023-A6347A - Bill Text download pdf

                             
                     S T A T E   O F   N E W   Y O R K
 ________________________________________________________________________
 
                                  6347--A
 
                        2023-2024 Regular Sessions
 
                           I N  A S S E M B L Y
 
                               April 5, 2023
                                ___________
 
 Introduced by M. of A. WEPRIN -- read once and referred to the Committee
   on  Insurance -- committee discharged, bill amended, ordered reprinted
   as amended and recommitted to said committee
 
 AN ACT in relation to authorizing and empowering CREF  to  combine  with
   TIAA,  with  TIAA  continuing  in  existence  as  the surviving entity
   following such combination and with CREF ceasing  to  be  a  corporate
   entity;  and  to  repeal  chapter 124 of the laws of 1952, relating to
   incorporating the college retirement equities fund for the benefit  of
   the teaching profession
 
   THE  PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND ASSEM-
 BLY, DO ENACT AS FOLLOWS:
 
   Section 1. Chapter 124 of the laws of 1952, relating to  incorporating
 the  college  retirement  equities  fund for the benefit of the teaching
 profession, is REPEALED.
   § 2. Definitions. For purposes of this act the following  terms  shall
 have the following meanings:
   (a) "Attorney General" shall mean the attorney general of the State of
 New York;
   (b)  "CREF"  shall  mean  the College Retirement Equities Fund, formed
 pursuant to chapter 124 of the laws of 1952 as a companion  organization
 to TIAA for the issuance of variable annuity contracts;
   (c) "CREF Board of Governors" shall mean the individuals designated as
 governors  of CREF, pursuant to chapter 124 of the laws of 1952, who are
 the sole members of CREF;
   (d) "CREF Board of Trustees" shall mean, collectively, the trustees of
 CREF as appointed in accordance with applicable law  and  the  organiza-
 tional documents of CREF;
   (e)  "Plan of Combination" shall mean, collectively, the agreement and
 plan of combination of TIAA and CREF adopted and approved in  accordance
 with the provisions of this act to effectuate the combination;
 
  EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                       [ ] is old law to be omitted.
                                                            LBD07358-03-3
 A. 6347--A                          2

 
   (f)  "Superintendent"  shall  mean  the superintendent of the New York
 state department of financial services;
   (g)  "TIAA"  shall mean the Teachers Insurance and Annuity Association
 of America, an insurance company formed pursuant  to  the  laws  of  New
 York;
   (h) "TIAA Board of Governors" shall mean the corporation formed pursu-
 ant  to  chapter 880 of the laws of 1937, which is the sole owner of the
 issued and outstanding stock of TIAA;
   (i) "TIAA Board of Trustees" shall mean, collectively, the trustees of
 TIAA as appointed in accordance with applicable law  and  the  organiza-
 tional documents of TIAA; and
   (j)  "TIAA  Separate  Account" shall mean the separate account of TIAA
 created in connection with the Plan of Combination.
   § 3.  (a) Subject to the provisions of this  act  and  the  terms  set
 forth  in  the  Plan  of  Combination,  CREF  is  hereby  authorized and
 empowered to combine with TIAA, with TIAA continuing in existence as the
 surviving entity following such combination and with CREF ceasing to  be
 a  corporate  entity.  TIAA  shall  continue  to be an insurance company
 established pursuant to the insurance law of  the  State  of  New  York,
 operating  without profit to TIAA or its stockholders. The TIAA Separate
 Account shall be subject to the insurance law of the State of New  York,
 and  shall also operate without profit to itself, TIAA, or TIAA's stock-
 holders. Notwithstanding the foregoing, neither the combination nor  any
 transactions  contemplated  by the Plan of Combination shall cause TIAA,
 as the surviving entity, or the TIAA Separate Account, to be  or  become
 subject  to the not-for-profit corporation law. The TIAA Board of Gover-
 nors shall remain subject to the not-for-profit corporation law.
   (b) Such combination shall be deemed a merger under the  laws  of  the
 state  of New York, including any laws applicable to insurance companies
 or not-for-profit corporations.
   (c) The following procedures shall apply with respect  to  the  review
 and approval of the Plan of Combination:
   (1)  The  Plan  of Combination shall contain the proposed terms of the
 combination, including any allocation of anticipated tax benefits of the
 combination, and, to the extent applicable to the combination,  informa-
 tion  which  would be included in a plan of merger pursuant to paragraph
 (a) of section 902 of the not-for-profit corporation law.
   (2) Prior to adopting the Plan of Combination, the TIAA Board of Trus-
 tees and the CREF Board of  Trustees  shall  each  make  an  independent
 determination  that  the proposed combination is fair, reasonable and in
 their respective corporation's best interest.
   (3) The TIAA Board of Trustees and the CREF Board  of  Trustees,  upon
 approving the Plan of Combination, shall submit such Plan of Combination
 to a stockholder or member vote, as follows:
   (i)  In the case of CREF, the Plan of Combination shall be approved by
 the vote of two-thirds of the individual governors of the CREF Board  of
 Governors, as the members of CREF, in accordance with the procedures set
 forth in section 903 of the not-for-profit corporation law;
   (ii) In the case of TIAA, the Plan of Combination shall be approved by
 the  TIAA  Board  of  Governors, as the sole stockholder of TIAA, by the
 vote of two-thirds of the individual governors  of  the  TIAA  Board  of
 Governors; and
   (iii)  Notice of the meeting at which the vote on the Plan of Combina-
 tion will take place shall be provided to each  individual  governor  of
 the  CREF Board of Governors and to the TIAA Board of Governors, as sole
 A. 6347--A                          3
 
 stockholder of TIAA. A copy of the Plan of Combination  shall  accompany
 such notice.
   (4) Upon obtaining the respective approvals of the members of CREF and
 the sole stockholder of TIAA, the Plan of Combination shall be submitted
 to  the  Superintendent,  for review and approval in accordance with the
 procedures set forth in section 7105 of the insurance law of  the  state
 of New York.
   (5)  Following the receipt of the approval of the Superintendent, TIAA
 and CREF shall submit to the Attorney General the following documents:
   (i) a certified copy of the  adopted  Plan  of  Combination  with  the
 approval of the Superintendent endorsed thereon;
   (ii)  an  affidavit from a duly authorized officer of each of TIAA and
 CREF certifying that all necessary board approvals to adopt the Plan  of
 Combination  have been obtained, which shall include a statement affirm-
 ing (A) that the Plan of Combination was approved at a  meeting  of  the
 Board  of  Trustees  duly called and held by the vote required under the
 applicable corporation's charter, by-laws or other governing instrument,
 (B) the number of trustees present at such meeting, (C) the total number
 of trustees on the board, (D) the requirements for quorum, and  (E)  the
 final  vote count for and against adoption of the Plan of Combination at
 such meeting. A copy of the resolution approving the Plan of Combination
 shall be attached as an exhibit to the affidavit;
   (iii) an affidavit from a duly authorized officer of each of TIAA  and
 CREF  certifying that all necessary stockholder or member approvals have
 been obtained, including (A) in the case of CREF, a statement  that  the
 Plan  of Combination has been approved by the vote of not less than two-
 thirds of the individual governors of the CREF Board  of  Governors,  as
 the  members  of  CREF,  together  with  a copy of the resolution of the
 members approving the Plan of Combination; (B) in the case  of  TIAA,  a
 statement  that  the  Plan  of Combination has been approved by the TIAA
 Board of Governors, as the sole stockholder of TIAA, by a  vote  of  not
 less  than  two-thirds of the individual governors, together with a copy
 of the stockholder resolution approving the Plan of Combination; and (C)
 in the case of each of TIAA and CREF,  a  statement  whether  any  votes
 against  adoption  of  the  resolution approving the Plan of Combination
 were cast at the meeting at which each such resolution was adopted;
   (iv) copies of the charters, by-laws and any other  governing  instru-
 ments, including amendments, for each of TIAA and CREF; and
   (v)  a  statement  that  neither  TIAA nor CREF, respectively, has any
 charitable funds or other charitable assets, whether restricted or unre-
 stricted, that will be required to be returned, transferred or  conveyed
 to any third party by reason of the combination.
   (d)  If  it shall appear, to the satisfaction of the Attorney General,
 that (i) the terms and  conditions  of  the  combination  are  fair  and
 reasonable  to CREF (as the non-surviving corporation) and to the annui-
 tants, certificate-holders and participants of both TIAA and  CREF,  and
 (ii)  the  procedural  requirements  set forth in this section have been
 satisfied, the Attorney General shall approve the Plan  of  Combination.
 Thereafter,  once  all other required regulatory approvals to effectuate
 the combination have been obtained, TIAA shall file a certified copy  of
 the  Plan  of  Combination, with the approvals of the Superintendent and
 the Attorney General affixed thereto, in the office of the clerk of  the
 county  of New York. Upon the completion of such filing, the combination
 shall become effective.
   § 4. (a) At the effective time of and pursuant to the Plan of Combina-
 tion, all assets and liabilities of CREF including causes of action  and
 A. 6347--A                          4
 
 defenses  thereto, shall vest by operation of law in TIAA, and all vari-
 able annuity contracts and certificates issued by CREF and in  force  at
 the effective time of the combination, shall be and become TIAA variable
 annuity  contracts  and  certificates  as  of  the effective time of the
 combination; provided, however, that at the effective time of the combi-
 nation: (i) without further act or deed, the assets and  liabilities  of
 CREF  relating to the outstanding variable annuity contracts and certif-
 icates of CREF shall immediately be assets and liabilities of and  allo-
 cated  to the TIAA Separate Account without such assets becoming general
 account assets of TIAA; and (ii) each investment account of  CREF  imme-
 diately  prior  to  the combination shall comprise an investment sub-ac-
 count of the TIAA Separate Account, with the assets and  liabilities  of
 each  such  investment  account vesting immediately and directly in that
 investment sub-account.
   (b) At the effective time, TIAA shall assume the  obligations  of  all
 CREF  contracts  and certificates, and all holders of CREF contracts and
 certificates shall be notified of the combination.
   (c) At all times the assets of the TIAA Separate Account, and of  each
 investment  sub-account,  shall  be  segregated  from  the assets of the
 general account of TIAA and any other TIAA separate account and  invest-
 ment  sub-account.  That  portion  of  the  assets  of the TIAA Separate
 Account, and of each investment sub-account, not exceeding the  reserves
 and other contract liabilities with respect to the TIAA Separate Account
 and  each  investment  sub-account, shall not be chargeable with liabil-
 ities arising out of any other business of TIAA. The income,  gains  and
 losses, whether or not realized, from assets allocated to the TIAA Sepa-
 rate  Account,  and each investment sub-account, shall be credited to or
 charged against the TIAA Separate Account and  each  investment  sub-ac-
 count without regard to other income, gains or losses of TIAA.
   (d)  Any  tax benefits realized as a result of the Plan of Combination
 shall be utilized for the financial benefit of TIAA  and  TIAA  Separate
 Account participants and shall not be used to determine, pay or increase
 the amount of compensation paid to officers, trustees, or employees.
   §  5.  This act shall take effect immediately; provided, however, that
 section one of this act shall take effect at the effective time  of  the
 combination of TIAA and CREF pursuant to this act; and provided further,
 that  the  superintendent  of the New York state department of financial
 services shall notify the legislative bill drafting commission upon  the
 occurrence of such effective time in order that the commission may main-
 tain an accurate and timely database of the official text of the laws of
 the  State  of New York in furtherance of effectuating the provisions of
 section 44 of the legislative law and section 70-b of the  public  offi-
 cers law.

2023-A6347B (ACTIVE) - Details

See Senate Version of this Bill:: S2679
Law Section:: Financial Services
Laws Affected:: Rpld Chap 124 of 1952
Versions Introduced in 2021-2022 Legislative Session:: A9330, S8126

2023-A6347B (ACTIVE) - Summary

2023-A6347B (ACTIVE) - Bill Text download pdf

                             
                     S T A T E   O F   N E W   Y O R K
 ________________________________________________________________________
 
                                  6347--B
 
                        2023-2024 Regular Sessions
 
                           I N  A S S E M B L Y
 
                               April 5, 2023
                                ___________
 
 Introduced by M. of A. WEPRIN -- read once and referred to the Committee
   on  Insurance -- committee discharged, bill amended, ordered reprinted
   as amended and recommitted to said committee -- reported and  referred
   to the Committee on Rules -- Rules Committee discharged, bill amended,
   ordered reprinted as amended and recommitted to the Committee on Rules

 AN  ACT  in  relation to authorizing and empowering CREF to combine with
   TIAA, with TIAA  continuing  in  existence  as  the  surviving  entity
   following  such  combination  and  with CREF ceasing to be a corporate
   entity; and to repeal chapter 124 of the laws  of  1952,  relating  to
   incorporating  College Retirement Equities Fund for the benefit of the
   teaching profession
 
   THE PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND  ASSEM-
 BLY, DO ENACT AS FOLLOWS:
 
   Section  1. Chapter 124 of the laws of 1952, relating to incorporating
 College Retirement Equities Fund for the benefit of the teaching profes-
 sion, is REPEALED.
   § 2. Definitions. For purposes of this act the following  terms  shall
 have the following meanings:
   (a) "Attorney General" shall mean the attorney general of the State of
 New York;
   (b)  "CREF"  shall  mean  the College Retirement Equities Fund, formed
 pursuant to chapter 124 of the laws of 1952 as a companion  organization
 to TIAA for the issuance of variable annuity contracts;
   (c) "CREF Board of Governors" shall mean the individuals designated as
 governors  of CREF, pursuant to chapter 124 of the laws of 1952, who are
 the sole members of CREF;
   (d) "CREF Board of Trustees" shall mean, collectively, the trustees of
 CREF as appointed in accordance with applicable law  and  the  organiza-
 tional documents of CREF;
 
  EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                       [ ] is old law to be omitted.
                                                            LBD07358-05-3
 A. 6347--B                          2

   (e)  "Plan of Combination" shall mean, collectively, the agreement and
 plan of combination of TIAA and CREF adopted and approved in  accordance
 with the provisions of this act to effectuate the combination;
   (f)  "Superintendent"  shall  mean  the superintendent of the New York
 state department of financial services;
   (g) "TIAA" shall mean the Teachers Insurance and  Annuity  Association
 of  America,  an  insurance  company  formed pursuant to the laws of New
 York;
   (h) "TIAA Board of Governors" shall mean the corporation formed pursu-
 ant to chapter 880 of the laws of 1937, which is the sole owner  of  the
 issued and outstanding stock of TIAA;
   (i) "TIAA Board of Trustees" shall mean, collectively, the trustees of
 TIAA  as  appointed  in accordance with applicable law and the organiza-
 tional documents of TIAA; and
   (j) "TIAA Separate Account" shall mean the separate  account  of  TIAA
 created in connection with the Plan of Combination.
   §  3.    (a)  Subject  to the provisions of this act and the terms set
 forth in  the  Plan  of  Combination,  CREF  is  hereby  authorized  and
 empowered to combine with TIAA, with TIAA continuing in existence as the
 surviving  entity following such combination and with CREF ceasing to be
 a corporate entity. TIAA shall  continue  to  be  an  insurance  company
 established  pursuant  to  the  insurance  law of the State of New York,
 operating without profit to TIAA or its stockholders. The TIAA  Separate
 Account  shall be subject to the insurance law of the State of New York,
 and shall also operate without profit to itself, TIAA, or TIAA's  stock-
 holders.  Notwithstanding the foregoing, neither the combination nor any
 transactions contemplated by the Plan of Combination shall  cause  TIAA,
 as  the  surviving entity, or the TIAA Separate Account, to be or become
 subject to the not-for-profit corporation law. The TIAA Board of  Gover-
 nors shall remain subject to the not-for-profit corporation law.
   (b)  Such  combination  shall be deemed a merger under the laws of the
 state of New York, including any laws applicable to insurance  companies
 or not-for-profit corporations.
   (c)  The  following  procedures shall apply with respect to the review
 and approval of the Plan of Combination:
   (1) The Plan of Combination shall contain the proposed  terms  of  the
 combination, including any allocation of anticipated tax benefits of the
 combination,  and, to the extent applicable to the combination, informa-
 tion which would be included in a plan of merger pursuant  to  paragraph
 (a) of section 902 of the not-for-profit corporation law.
   (2) Prior to adopting the Plan of Combination, the TIAA Board of Trus-
 tees  and  the  CREF  Board  of  Trustees shall each make an independent
 determination that the proposed combination is fair, reasonable  and  in
 their respective corporation's best interest.
   (3)  The  TIAA  Board of Trustees and the CREF Board of Trustees, upon
 approving the Plan of Combination, shall submit such Plan of Combination
 to a stockholder or member vote, as follows:
   (i) In the case of CREF, the Plan of Combination shall be approved  by
 the  vote of two-thirds of the individual governors of the CREF Board of
 Governors, as the members of CREF, in accordance with the procedures set
 forth in section 903 of the not-for-profit corporation law;
   (ii) In the case of TIAA, the Plan of Combination shall be approved by
 the TIAA Board of Governors, as the sole stockholder  of  TIAA,  by  the
 vote  of  two-thirds  of  the  individual governors of the TIAA Board of
 Governors; and
 A. 6347--B                          3
 
   (iii) Notice of the meeting at which the vote on the Plan of  Combina-
 tion  will  take  place shall be provided to each individual governor of
 the CREF Board of Governors and to the TIAA Board of Governors, as  sole
 stockholder  of  TIAA. A copy of the Plan of Combination shall accompany
 such notice.
   (4)  Following  the receipt of the approval of the members of CREF and
 the sole stockholder of TIAA, TIAA and CREF shall submit to the Attorney
 General the following documents:
   (i) a certified copy of the adopted Plan of Combination;
   (ii) an affidavit from a duly authorized officer of each of  TIAA  and
 CREF  certifying that all necessary board approvals to adopt the Plan of
 Combination have been obtained, which shall include a statement  affirm-
 ing  (A)  that  the Plan of Combination was approved at a meeting of the
 Board of Trustees duly called and held by the vote  required  under  the
 applicable corporation's charter, by-laws or other governing instrument,
 (B) the number of trustees present at such meeting, (C) the total number
 of  trustees  on the board, (D) the requirements for quorum, and (E) the
 final vote count for and against adoption of the Plan of Combination  at
 such meeting. A copy of the resolution approving the Plan of Combination
 shall be attached as an exhibit to the affidavit;
   (iii)  an affidavit from a duly authorized officer of each of TIAA and
 CREF certifying that all necessary stockholder or member approvals  have
 been  obtained,  including (A) in the case of CREF, a statement that the
 Plan of Combination has been approved by the vote of not less than  two-
 thirds  of  the  individual governors of the CREF Board of Governors, as
 the members of CREF, together with a  copy  of  the  resolution  of  the
 members  approving  the  Plan of Combination; (B) in the case of TIAA, a
 statement that the Plan of Combination has been  approved  by  the  TIAA
 Board  of  Governors,  as the sole stockholder of TIAA, by a vote of not
 less than two-thirds of the individual governors, together with  a  copy
 of the stockholder resolution approving the Plan of Combination; and (C)
 in  the  case  of  each  of TIAA and CREF, a statement whether any votes
 against adoption of the resolution approving  the  Plan  of  Combination
 were cast at the meeting at which each such resolution was adopted;
   (iv)  copies  of the charters, by-laws and any other governing instru-
 ments, including amendments, for each of TIAA and CREF; and
   (v) a statement that neither TIAA  nor  CREF,  respectively,  has  any
 charitable funds or other charitable assets, whether restricted or unre-
 stricted,  that will be required to be returned, transferred or conveyed
 to any third party by reason of the combination.
   (d) If it shall appear, to the satisfaction of the  Attorney  General,
 that  (i)  the  terms  and  conditions  of  the combination are fair and
 reasonable to CREF (as the non-surviving corporation) and to the  annui-
 tants,  certificate-holders  and participants of both TIAA and CREF, and
 (ii) the procedural requirements set forth in subdivision  (c)  of  this
 section have been satisfied, the Attorney General shall approve the Plan
 of Combination.
   (e) Upon obtaining the respective approvals of the members of CREF and
 the sole stockholder of TIAA, the Plan of Combination shall be submitted
 to  the  Superintendent,  for review and approval in accordance with the
 procedures set forth in section 7105 of the insurance law.
   (f) Thereafter, once all other required regulatory approvals to effec-
 tuate the combination have been obtained, TIAA shall  file  a  certified
 copy  of  the Plan of Combination, with the approvals of the Superinten-
 dent and the Attorney General affixed thereto,  in  the  office  of  the
 A. 6347--B                          4
 
 clerk of the county of New York. Upon the completion of such filing, the
 combination shall become effective.
   § 4. (a) At the effective time of and pursuant to the Plan of Combina-
 tion,  all assets and liabilities of CREF including causes of action and
 defenses thereto, shall vest by operation of law in TIAA, and all  vari-
 able  annuity  contracts and certificates issued by CREF and in force at
 the effective time of the combination, shall be and become TIAA variable
 annuity contracts and certificates as  of  the  effective  time  of  the
 combination; provided, however, that at the effective time of the combi-
 nation:  (i)  without further act or deed, the assets and liabilities of
 CREF relating to the outstanding variable annuity contracts and  certif-
 icates  of CREF shall immediately be assets and liabilities of and allo-
 cated to the TIAA Separate Account without such assets becoming  general
 account  assets  of TIAA; and (ii) each investment account of CREF imme-
 diately prior to the combination shall comprise  an  investment  sub-ac-
 count  of  the TIAA Separate Account, with the assets and liabilities of
 each such investment account vesting immediately and  directly  in  that
 investment sub-account.
   (b)  At  the  effective time, TIAA shall assume the obligations of all
 CREF contracts and certificates, and all holders of CREF  contracts  and
 certificates shall be notified of the combination.
   (c)  At all times the assets of the TIAA Separate Account, and of each
 investment sub-account, shall be  segregated  from  the  assets  of  the
 general  account of TIAA and any other TIAA separate account and invest-
 ment sub-account. That portion  of  the  assets  of  the  TIAA  Separate
 Account,  and of each investment sub-account, not exceeding the reserves
 and other contract liabilities with respect to the TIAA Separate Account
 and each investment sub-account, shall not be  chargeable  with  liabil-
 ities  arising  out of any other business of TIAA. The income, gains and
 losses, whether or not realized, from assets allocated to the TIAA Sepa-
 rate Account, and each investment sub-account, shall be credited  to  or
 charged  against  the  TIAA Separate Account and each investment sub-ac-
 count without regard to other income, gains or losses of TIAA.
   (d) Any tax benefits realized as a result of the Plan  of  Combination
 shall  be  utilized  for the financial benefit of TIAA and TIAA Separate
 Account participants and shall not be used to determine, pay or increase
 the amount of compensation paid to officers, trustees, or employees.
   § 5. This act shall take effect immediately; provided,  however,  that
 section  one  of this act shall take effect at the effective time of the
 combination of TIAA and CREF pursuant to this act; and provided further,
 that the superintendent of the New York state  department  of  financial
 services  shall notify the legislative bill drafting commission upon the
 occurrence of such effective time in order that the commission may main-
 tain an accurate and timely effective database of the official  text  of
 the  laws  of  the  State of New York in furtherance of effectuating the
 provisions of section 44 of the legislative law and section 70-b of  the
 public officers law.

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