CHARTER

                                       OF

                         TEACHERS INSURANCE AND ANNUITY

                             ASSOCIATION OF AMERICA

                         Originally Filed March 4, 1918
                          As Amended September 11, 2000

                                   ARTICLE ONE

     This corporation shall be named "Teachers Insurance and Annuity Association
of America."

                                   ARTICLE TWO

     The place where the  corporation  is to be located  and have its  principal
office for the  transaction  of business  is the City of New York,  State of New
York.

                                  ARTICLE THREE

     The  corporation  shall  have  power to do any and all  kinds  of  business
specified in  paragraphs  1, 2 and 3 of Section 46 of the  Insurance  Law of the
State of New York,  being Chapter 882 of the Laws of 1939,  as amended,  and any
amendments to such paragraphs or provisions in  substitution  therefor which may
be  hereafter  adopted,   provided  the  corporation  is  qualified  under  such
amendments  to do such kinds of business,  together with any other kind or kinds
of business to the extent  necessarily  or properly  incidental  to the kinds of
insurance business which the corporation is so authorized to do. The corporation
shall also have the general rights,  powers and privileges of a corporation,  as
the same now or hereafter  are declared by the  applicable  laws of the State of
New York and any and all other rights,  powers and  privileges  now or hereafter
granted by the  Insurance  Law of the State of New York or any other law or laws
of the  State of New York to life  insurance  companies  having  power to do the
kinds of business  hereinabove  referred to. The corporation  shall transact its
business exclusively on a non-mutual basis and shall issue only nonparticipating
policies.

                                  ARTICLE FOUR

     The corporate powers of the corporation shall be vested in and exercised by
a board of  trustees,  and by such  officers and agents as the board of trustees
may from time to time elect or appoint.

                                  ARTICLE FIVE

     Section 1. The board of trustees shall consist of four classes of trustees,
each class to consist of four  trustees,  and the trustees of one class shall be
elected at the annual  election  in each year,  each 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 a successor  shall take office.  A majority of trustees shall be
citizens and residents of the United States, and not

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less than three  trustees shall be residents of the State of New York. A trustee
need not be a stockholder.  The number of trustees shall in no case be less than
the  minimum  number of  incorporators  required  to  organize a life  insurance
corporation.

     Section 2. The annual meeting of stockholders  for the election of trustees
shall  be held  each  year in the  month  of  November  on a date and at an hour
specified by notice  mailed at least thirty days in advance.  Any vacancy in the
board of  trustees  occurring  in an  interval  between  the annual  meetings of
stockholders  may be filled for the unexpired  portion of such trustee's term by
the board of  trustees  in such  manner as the  bylaws  of the  corporation  may
provide.

     Section 3. The board of trustees shall have power to adopt bylaws providing
for the appointment of an executive committee, not less than three in number, to
exercise all the powers of the trustees in the intervals between meetings of the
board of  trustees,  and  prescribing  such  other  rules and  regulations,  not
inconsistent  with law or this  charter,  for the  conduct of the affairs of the
corporation  as may be deemed  expedient,  and such  bylaws  may be  amended  or
repealed by them at  pleasure.  The board of trustees  shall also have all other
powers  usually  vested in boards of directors of life  insurance  companies not
inconsistent  with law or this  charter,  and may at any time accept or exercise
any and all additional  powers and  privileges  which may be conferred upon this
corporation,  or upon life  insurance  companies  in general.  One-third  of the
trustees shall constitute a quorum at all meetings of the board.

                                   ARTICLE SIX

     The board of trustees,  at each annual  meeting,  shall elect the executive
officers of the  corporation  as provided in the bylaws.  Other  officers may be
elected or  appointed  as provided in the bylaws.  One person may hold more than
one office,  except that no person shall be both  president and  secretary.  The
chairman and the  president  shall be members of the board of  trustees,  but no
other officer need be a trustee.

                                  ARTICLE SEVEN

     The capital of the corporation  shall be Two Million Five Hundred  Thousand
Dollars  ($2,500,000)  which shall be divided  into two  thousand  five  hundred
(2,500) shares of One Thousand Dollars ($1,000) each.

                                  ARTICLE EIGHT

     The purpose of the corporation is to aid and strengthen nonprofit colleges,
universities,   institutions   engaged   primarily  in  education  or  research,
governments  and their  agencies  and  instrumentalities,  and  other  nonprofit
institutions by providing  annuities,  life  insurance,  and accident and health
insurance,  suited  to the needs of such  entities,  their  employees  and their
families,  on terms as  advantageous  to the holders and  beneficiaries  of such
contracts and policies as shall be practicable,  and by counseling such entities
and  individuals  concerning  pension plans or other  measures of security,  all
without  profit to the  corporation or its  stockholders.  The  corporation  may
receive gifts and bequests to aid it in performing such services.

                                  ARTICLE NINE

     The  fiscal  year of the  corporation  shall  commence  on the first day of
January and shall end on the thirty-first day of December.