AMENDMENT TO THE DISTRIBUTION AND ADMINISTRATIVE SERVICES AGREEMENT

EXHIBIT 1

AMENDMENT TO THE DISTRIBUTION AND
ADMINISTRATIVE SERVICES AGREEMENT

     This Amendment is to the Distribution and Administrative Services Agreement, dated September 29, 1995, as amended from time to time (the "Agreement"), by and between the Teachers Insurance and Annuity Association of America ("TIAA"), on its own behalf and with respect to the TIAA Real Estate Account ("Real Estate Account"), and TIAA-CREF Individual & Institutional Services, LLC. ("Services"). TIAA and Services mutually agree that upon execution of this Amendment, the Agreement shall be amended as set forth below:

     Sections (c) and (d) of paragraph 7 of the Agreement are amended to read as follows:

     (c) For the services rendered and expenses incurred in connection with distribution of the Contracts as provided herein, the amount currently payable from the net assets of the Real Estate Account each Valuation Day for each Calendar Day of the Val