Conor Murphy - IR Robert C. Henrikson - Chairman, President and CEO Steven A. Kandarian - EVP and Chief Investment Officer William J. Wheeler - EVP and CFO Lisa M. Weber - President of Individual Business William J. Mullaney - President, Institutional Business

Tom Gallagher - Credit Suisse - North America Suneet Kamath - Sanford C. Bernstein John Nadel - Sterne Agee Colin Devine - Citigroup Jeffrey Schuman - Keefe, Bruyette & Woods, Inc. Mark Finkelstein - Fox-Pitt Kelton Edward Spehar - Merrill Lynch Jimmy Bhullar - JPMorgan

Ladies and gentlemen, thank you for standing by. Welcome to the MetLife's Third Quarter Earnings Release Conference Call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session, with instructions given at that time. [Operator Instructions]. And as a reminder, today's conference is being recorded. Before we get started, I would like to read the following statement on behalf of MetLife. Except with respect to historical information, statements made in this conference call constitute forward-looking statements within the meaning of the Federal Securities laws, including statements relating to trends in the company's operations and financial results and the business and the products of the company and its subsidiaries. MetLife's actual results may differ materially from the results anticipated in the forward-looking statements, as a result of risks and uncertainties, including those described from time-to-time in MetLife Inc.'s filings with the U.S. Securities and Exchange Commission. MetLife Inc. specifically disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise. With that, I'd like to turn the call over to Conor Murphy, Head of Investor Relations. Please go ahead Conor Murphy - Investor Relations: Thank you, Julie. Good morning everyone. Welcome to MetLife's third quarter 2008 earnings call. We are delighted to be here this morning to talk about our results for the quarter. We will be discussing certain financial measures not based on generally accepted accounting principles, or so called non-GAAP measures. We've reconciled these non-GAAP measures to the most directly comparable GAAP measures in our earnings press release and in our quarterly financial supplements, both of which are available at metlife.com, on our Investor Relations page. A reconciliation of forward-looking financial information to the most directly comparable GAAP measure is not accessible because MetLife believes it is not possible to provide a reliable forecast of the net investment related gains and losses which can fluctuate from period-to-period and may have a significant impact on GAAP net income. Joining me this morning on the call are Rob Henrikson, our Chairman and Chief Executive Officer; Steve Kandarian our Chief Investment Officer, and Bill Wheeler, our Chief Financial Officer. After our brief prepared comments, we will take your questions. And here with us today to participate in the discussion are Bill Mullaney, President of our Institutional businesses; Lisa Weber, President of Individual; Will Toppeta, President of International and Bill Moore, President of Auto and Home. With that, I would like to turn the call over to Rob. Robert C. Henrikson - Chairman, President and Chief Executive Officer: Thank you, Conor and good morning everyone. I don't think anyone would disagree that the environment in which we are operating is unprecedented. I know it comes as no surprise that the earnings we reported yesterday, which are consistent with our pre-announcement earlier this month, reflect the challenges we are facing. This was an extraordinary quarter in our industry as we experienced significant deterioration in both the equity and credit markets. As I said in the press release, we are not immune to this and like all in our industry we are affected by these markets. But let me make one thing clear. MetLife is in a very strong position. Our fundamentals, the value proposition we bring to the marketplace and the unwavering commitments we make to our clients will not change. We are demonstrating how the approach we take to our business is working to our benefit. Just consider this for a moment, MetLife's premiums, fees and other revenues grew 16% this quarter, and we are up 12% year-to-date. That's 12% business growth in an environment where double-digit declines are not uncommon. And it is well above the 9% guidance we provided at investor day. Let me share a few examples. Institutional business continued to generate significant top line growth across all of its segments, as premium fees and other revenues grew 30% to reach $4.5 billion. Driving this was a 16% increase in non-medical health top line, as well as a $1.1 billion in retirement and savings revenue due to several large pension close-out cases in both the U.S. and the UK. While individual business was clearly impacted by the declining equity markets this quarter, variable annuity deposits increased over the second quarter. Also important, variable annuity lapse rates declined and net flows remain positive, both on a sequential and a year-over-year basis. In addition, fixed annuity deposits were up significantly, both year-over-year and sequentially. In International, we continued to see strong growth as premium fees and other revenues grew 12% over the prior year. This top line growth was essentially driven by all countries, particularly in Mexico and Chile. In Japan, we continued to strengthen our variable annuity distribution by doubling our Japan post locations from 160 to 320 outlets. In short, we are growing our business simply by doing the same that has put us in the strong position that we are in today; talking to our customers, managing our risk and keeping a close eye on expenses. It is important that all of our customers, shareholders, business partners and employees understand that we will continue to manage MetLife for the long term. This long-term approach has served us well particularly with regard to our investment portfolio. Steve Kandarian will provide you more detail in a moment, but I want to talk briefly about our realized losses. Like I said earlier, the third quarter of 2008 was an extraordinary credit quarter. But relative to the size of MetLife's portfolio, the company's level of realized investment losses has remained modest. To put this in perspective, with regard to our capital position, the $485 million in credit losses and impairments we recorded are not much more than the excess capital we generate in a quarter. In short, this truly dramatic core quarter barely impacted our capital position. Now I know that you're interested on our plans for the $2.3 billion in capital that we raised to two weeks ago. And we'll continue to talk to you about that. But let me say a few things. We enjoy a competitive advantage because we are big, we are strong and we are trusted. The stock offering was completed...as we completed has bolstered our excess capital and positions us well for the future. Before I turn the call over to Steve, I'd like to briefly mention our operational excellence initiative, as it's important from a long-term approach we take to our business. As critical as our day-to-day business management is, looking ahead to identify opportunities that will make this great company even greater is critical. We're identifying ways to operate with the utmost efficiency, bringing new products to market quicker and most importantly promote profitable growth. We've made some noteworthy progress on this initiative identifying future cost savings that we expect will reach at least $400 million a year. The changes we are making inevitability affect our employees. As such, U.S. based associates whose jobs are being eliminated have been notified and we are committed to helping all of our associates manage through this change. I know that the past few weeks have been very challenging. However, it is at times like this with MetLife sets itself apart due to its stability and strength. Maintaining our common stock dividend at $0.74 a share, represents our confidence in our long-term outlook and further demonstrates the value we bring to our shareholders. Over the past 140 years, our company has seen extraordinary market cycles, which is why as I often tell our customers and our shareholders that we'll always remain focused on the long term. And in the current economic climate, this approach serves us well. And with that, let me turn it over to Steve Kandarian. Steven A. Kandarian - Executive Vice President and Chief Investment Officer: Thanks, Rob. Given the increased volatility in the financial markets, I would like to spend a few minutes reviewing variable investment income, realized and unrealized losses and certain components of our portfolio. First, let me start with a comment on variable investment income. Pre-tax variable income was approximately $200 million lower than planned for the third quarter, primarily driven by negative corporate joint venture in hedge fund returns. As I have mentioned on the previous two earnings calls, we expected corporate joint venture income to be under pressure due to overall market conditions. Furthermore, we anticipate corporate joint venture and hedge fund returns to remain weak for the remainder of the year. On other hand, income from our securities lending program continued to outperform plan due to the steeper yield curve and higher spreads in the reinvestment portfolio. In our securities lending business, we lend various types of fixed income assets in return for cash collateral which we reinvest in a diversified portfolio of securities. As of September 30th, our securities lending book was approximately $41 billion, down from $45 billion at June 30th. As mentioned on the October 8th pre-release earnings call, the demand for securities lending by our counter parties has decreased. As a result, these balances have declined further to approximately $31 billion as of October 28th. Of this $31 billion, approximately $15 billion was unopened, which means the securities can be returned to us overnight. The remainder of the balance has varying maturities ranging from one week to several months. Of the $15 billion securities unopened, about $13 billion were treasuries and agency securities which, if put to us can be immediately sold to satisfy the cash requirements. Should liquidity need to accelerate, we have a pool of $14.6 billion in cash to meet those needs. And in addition, we had the high... we have the liquidity resources of most of MeLife's general account at our disposal. We plan to remain in this business in the future; we expect the balances will decline further in the coming months. Again, we have sufficient liquidity to facilitate this reduction. I will provide a plan for 2009 variable income at our investor day in December. Now let me cover investment losses for the quarter. Gross investment losses were $465 million, which is in line with the previous four quarters. Only $46 million were credit related sales. Write-downs this quarter were $1.48 billion. Of this amount, $700 million were credit related impairments. This is primarily driven by $548 million of impairments of our holdings in Lehman Brothers, Washington Mutual and AIG. The non-credit related write-downs of $348 million consisted of impairments of equity securities and subsequent sales of securities in the fourth quarter they were planned in the third quarter. When added together, total credit related losses from sales and write-downs were $746 million before tax or $485 million after tax. Unrealized losses for fixed maturities were $16.7 billion at September 30th. 88% of these unrealized losses are investment grade securities. The increase in unrealized loss was driven by significant spread widening across virtually all asset sectors. For example, during the third quarter, A corporate credit spreads increased by over 200 basis points to 461 basis points and AAA rated credit card spreads increased to over 240 basis points to 420 basis points. Next, I'd like to discuss our real estate related holdings. As of September 30th, we held $1.4 billion of sub-prime residential mortgage-backed securities. 95% of these securities continue to be rated AAA or AA and 80% are from 2005 or earlier vintages, benefiting from stronger underwriting. As of September 30th, we held $4.4 billion of Alt-A residential mortgage-backed securities. 83% of our Alt-A portfolio is super senior AAA, which provides almost double the credit enhancement of AAA securities. In addition, 87% of our Alt-A portfolio is fixed rate, we hold no option on mortgages. By contrast, overall the Alt-A market is 66% floating rate, including 26% in option ARMs. We continue to run stress test on our holdings in these sectors, and we remain comfortable with our assets. MetLife's commercial mortgage portfolio currently totals $36 billion. We have taken a defensive position in originating and managing our commercial mortgage portfolio. Since 2005, in response to aggressive underwriting and weak deal structures, we focused our mortgage originations on moderate and low leverage loans. As of September 30th, the average loan to value of our portfolio was 57% and less than $2 million of our portfolio was delinquent. Finally, let me say a few words about our credit portfolio. Last year, we began to reposition our portfolio for a potential recession. Since October 2007, we have sold approximately $7.2 billion of securities. We believe we're vulnerable in a recession, including $4.1 billion from investment grade corporate bonds and $2.6 billion of below investment grade securities. While a portfolio of our size will not be immune to losses, we believe the portfolio is defensive positioned for the current environment. With that, I will turn the call over to Bill Wheeler. William J. Wheeler - Executive Vice President and Chief Financial Officer: Thanks, Steve and good morning everybody. This morning, I'd like to walk through MetLife's third quarter results. MetLife reported $0.88 of operating earnings per share, 40% decline from the third quarter of 2007, which is consistent with our pre-announcement earlier this month. As I mentioned then, our third quarter results are respectable given the difficult environment. By the way, all the numbers in comparisons I will speak about this morning, exclude RGA which was split of in a transaction, which closed on September 12. So let me begin with top line revenues, which will be defined as premiums, fees and other income. Top line revenues were $8.6 billion this quarter, an increase of 16% over the third quarter of 2007. Year-to-date revenues are up 12% over the first nine months of 2007. So our revenue growth is strong. In International, top line revenues increased 13% over the prior year quarter to $1.2 billion. Changes in FX rate increased revenue growth by approximately 1 point this quarter. International revenue growth was driven largely by a very strong performance in our Latin America region. In Institutional, top line revenue growth of 30% over the year ago period was driven by strong revenue growth across all of our major products lines. High pension close-out sales during the quarter increased retirement and savings revenue to $1.1 billion. Non-Medical Health & Other had a 16% increase in premiums over the third quarter of 2007. That was driven by dental, which was also bolstered by our recent HMO acquisition. Growth in group Life resulted in an increase of 7% over the year ago period, which is also quite good. Turning to our operating margins, let's start with our underwriting results. In Institutional, our Group term life mortality ratio of 90.7% was excellent, and below our target range of 91 to 95%. In Non-Medical Health and Other, group disabilities morbidity ratio was relatively high at 95.6%, and was driven by lower recoveries and higher incidence. In our dental product, claims utilization was higher than the prior year quarter resulting in lower underwriting margins. In Individual business, our mortality ratio was 82.7%, effectively on plan. Let me point out that this exclude the impact of reinsurance. If we adjust for that, our net mortality results were unfavorable by about $60 million after tax, or about $0.02 per share. Auto and homes combined ratio including catastrophes was 89%. Catastrophe claims were $13 million after tax higher than plan, or $0.02 per share. But this was more than offset by a favorable non-cash prior accident year development of $27 million after tax or $0.04 per share. The combined ratio excluding the impact of catastrophes and prior year development improved 85.2% year-over-year, that's an excellent result. This was driven by strong core operating results in the auto area. Moving to investment spreads, with regard to variable investment income as Steve just described, we again saw a mixed performance of certain variable alternative asset classes this quarter. Private equity returns were well below planned and we experienced losses in our hedge funds, but securities lending income have performed above plan. Overall, variable investment income was approximately $120 million after tax, tax and other offsets were $0.17 per share lower than our baseline plan. As part of the equity raise this month, we indicated that securities lending line was declining and Steve gave you some additional numbers on that a moment ago. This will reduce securities lending income in the fourth quarter. Moving to expenses, our expense ratio in the third quarter was high at 30.7%. However, there were a number of specific items that drove up expenses this quarter. First, higher DAC amortization caused by the 9% decline in the S&P 500 in the quarter impacted us by approximately $129 million or $0.18 a share. I've explained this before, but I want to make sure that everyone understands that we true up our annuity DAC balances every quarter, based on the performances of the related separate accounts. We don't just do it once a year. Second, we accrued approximately $48 million or $0.07 per share related to the first phase of the company's operational excellence initiatives. The accrual are largely relates to severance of employees who'll be leaving around the year end and we expect this action will result in annual life savings of about $130 million. Also this quarter, MetLife announced the decision to commute its access insurance policies for its fastest related claims. That amount had a charge of a $23 million or $0.03 per share. Adjusting for these specific items, our expense ratio was actually below guidance and therefore we think our expenses are well under control. Turning to our bottom line results, we are in $639 million of operating income, or $0.88 per share. That's a 40% increase as I mentioned. As you know, during the quarter, MetLife completed its split off of substantially all of the company's 52% interest in RGA. As a result, our share of the operating earnings of RGA in the third quarter of approximately $24 million or $0.03 per share is now reflected in discontinued operations. All previous periods have also been re-classed into discontinued operations. The split-off transaction results in a GAAP loss of $458 million and a decrease in MetLife share count of approximately 23 million shares. With regard to investment gains and losses, in the third quarter, we had net realized investment gains of $456 million after tax. Included in that were gross losses of $465 million and write-downs of $1 billion, which Steve has already explained in detail. Losses were offset by derivative gains of 745 million after tax, which arose primarily from the increase in the value of the U.S. dollar in the third quarter, as well as an increasing credit spreads. We also announced our annual common dividend of $0.74 per share this year, keeping it flat with last year. Our preliminary statutory operating earnings are approximately $1.6 billion after tax this quarter and $3 billion for the first three quarters of 2008. A large portion of this quarter's statutory earnings were caused by the RGA split-off. And as I am sure you all know and as Rob mentioned, we completed a $2.3 billion equity offering a couple of weeks ago. With this money and including existing excess capital and the $1 billion we'll receive from the convert in February of 2009, we believe we have total excess capital of approximately $6 billion, above what is necessary to maintain the AA rating. In summary, the fundamentals of our business remains strong and despite the market environment, we continue to benefit from our strong diversification. And with that, I will turn it back to the operator for your questions. Question And Answer

Thank you. [Operator Instructions]. With that, we'll go to the line of Tom Gallagher with Credit Suisse. Please go ahead. Tom Gallagher - Credit Suisse - North America: Good morning. Just wanted to ask a few questions around equity market sensitivity. First is, can you comment on just based on the extent of the equity market declines so far in Q4, is there an impact to your statutory capital. That's first question. And then second, Bill I guess just a follow up on your comments on DAC. I can appreciate that you all are truing this up every quarter. But, aren't we getting close to breaking through certain corridor in terms of longer term assumptions for DAC amortization? And if so, is there a risk that we could see a much larger charge perhaps in 4Q, if you do reset assumptions? Thanks. William J. Wheeler - Executive Vice President and Chief Financial Officer: Hi Tom. Yeah, okay. So stock capital, yeah we clearly have...quarter-to-date, if things stayed where we are in terms of the equity markets, we would certainly see an impact to our stat reserves regarding our variable annuity business. I guess or probably maybe I should size that a little bit for you. And this is...obviously we don't really recalculate RBC. It's actually... it's a long involved process, but we obviously make estimates about RBC. We have a person who does that. That's their full time job is to calculate and project RBC for us, various legal entities. We... think about it this way. We have a... in the third quarter, we had a 9% decline in the S&P 500 and that triggered for us we had to... we needed to increase our stat reserve, call it 3 or 4 RBC points, okay. And for us an RBC point is a little bit over $50 million. Okay, so that's sizing this for you. Now, the relationship is not completely linear of this way. So if you talked about... so you are like... so quarter-to-date, we've had a 19% decline in the S&P 500 I think and so if you know, if you sort of doubled the third quarter impact, you'd be left with sort of a 6 to 8% increase in our decline in RBC points. And again, the relationship... it's not completely linear, so it's higher than that. It might be something like 10 to 12 points, okay. A 10 point impact RBC is now roughly 500 million or $0.5 billion of additional stat reserves, you got to put up, but the number is probably a little higher than that. Okay, so that kind of size it for you in terms of if the markets stay where it is, the additional stat reserves we'll have to put up. I would just say a couple of things about that. A lot of the impact on stat is driven by, how do you reinsure the structure of our reinsurance program, how thoroughly you reinsure your writers and we think we insure them very thoroughly or hedge them thoroughly. And then obviously, the kind of writer contracts you have, we're mainly a GMIB company. Okay, which probably at the end of the day means lower stat reserves than maybe withdrawal benefits have, so all that kind of gets factored in. So to just kind of sum up on this. If you think about 0.5 billion, maybe a little more in terms of additional stat impact and you compare that with sort of our $6 billion of excess capital, so this is the same, but it's certainly a manageable thing for us, given the current environment. So hopefully that will kind of give you some sense of that. Now with regard to DAC, the way we... we obviously calculate the DAC impact every quarter and so we look at what the market returns were and we change our DAC amortization. We also use what's called the mean reversion formula to kind of calculate that. And we are clearly one end of the spectrum of the mean reversion formula, not technically a quarter. So what that means is, the impact of DAC... the impact of the marketplace has a greater effect on the rate of DAC amortization as we kind of get to the end of our mean reversion range. So yes, if the stock markets stay where it was, you would see an increase in DAC, I mean just give you a sense of that, a 9% increase... decline, a 9% decline in the stock market in the third quarter caused or triggered about $120 million pre-tax incremental, okay and that's both on annuities... and most of it is on annuities, but some of it is on life. So again if you double that, you'd be talking crudely $240 million, okay. And actually... because you are at the end of the range, it would actually be a little higher than that. So you do see this kind of increase in DAC amortization flowing through the income statement. So it could have an impact on your fourth quarter results. So hopefully, that will give you some sense of the numbers. Tom Gallagher - Credit Suisse - North America: That's helpful and just a quick follow up. So we wouldn't be looking at, resetting assumptions but rather probably coming back within the high end of the corridor, would that be the right way to think about it? William J. Wheeler - Executive Vice President and Chief Financial Officer: Yes. That's exactly right. We don't... again we don't call it and I'm not sure why don't we call it a corridor, but we don't. And not ask us, I know other people do and I'm not sure that they are doing the same thing we are. It's a mean reversion range, and so we are... yes, so because we are at one end of the range the DAC adjustment is flowing right through. There is no sort of smoothing impact which you normally get with the mean reversion formula. So it's coming right through. Tom Gallagher - Credit Suisse - North America: Right. William J. Wheeler - Executive Vice President and Chief Financial Officer: But there is no build up of... let me put it this way, there is no build up of DAC that we need to kind of release. Okay, it's... obviously that's the good part of doing it every quarter. We've been releasing it all along. Tom Gallagher - Credit Suisse - North America: Thanks.

Thank you. The next question is from Suneet Kamath with Sanford Bernstein. Please go ahead. Suneet Kamath - Sanford C. Bernstein: Thanks. Maybe two quick ones. First, if you could just comment on your variable annuity hedging program and how that works relative to how many increases you've seen in volatility and if you think your pricing of the writers is appropriate. And then secondly, maybe more of a philosophical question on excess capital. You talked about $6 billion inclusive of the convert next year. How much of that excess capital you think is really redeployable at this point in time, just given the uncertainties sort of rating agencies concerns. I mean is really a 350 RBC ratio, where a AA company needs to be or is it something higher than that? Just any thoughts on that would be helpful. Thanks. William J. Wheeler - Executive Vice President and Chief Financial Officer: Yes, I think... thanks Suneet. There is a lot of questions in what asked. So maybe I'll let Sam talk about kind of a hedging program and so how it's working out. I'd say we had about... we think we had about $0.02 of hedge breakage. We actually did... we normally brag we never have hedge breakage, but we actually did have about $0.02 worth on the annuities, and then maybe Lisa will talk a little bit about annuity pricing and volatility and what that might mean and I'll come back to the... I'll do the philosophical is 350 RBC amount.

Good morning. As you know, we do balance economic hedges with high tenacity accounting. It's varies by product. If you look at various products that we offer, we've offer about everything. Our GMDB benefits are hedged sometimes to reinsurance and we've also done some capital markets reinsurance as well. Our GMIB products we've had different generations, our older generation, yeah we've had a pretty effective delta hedging program. With our newer generation, there is some additional features that allows us to do split accounting and some of it is in embedded derivative. And where we have an embedded derivative, we're able to do a full three Greek [ph] match. As Bill said, our program has worked pretty well. Our basis differences have been fairly small and the impact in the third quarter was only over $0.02 a share. And in terms of the pricing, our variable annuity hedges, I just want to remind you that to the extent that we are hedging, we generally do long dated hedges. So any kind of increase in volatility that causes an increase in our hedging cost, nearly affects the new business that we've written recently. And certainly, our individual business associates are considering the pricing of those writers. Lisa M. Weber - President of Individual Business: Yes. I would just add that in this current environment, it would be imprudent not to look at raising the fees there and we will continue as we have with different products like long-term care. We'll continue to make the difficult decisions even if they're not popular. William J. Wheeler - Executive Vice President and Chief Financial Officer: Okay. So I've had some time to think about whether 350 RBC is the right number. It's... obviously the rating agencies make that call, I don't. But I'll give you my opinion, maybe they are listening. We've actually raised... something you kind of got to get, you need a little sense of history here. Three, four years ago, we used to mange to 300% RBC ratio and the bar is kind of get over the environment of the last few years, the bar has been raised. It went from 300 to 325, now 325 to 350. I am living with 350 now for, I think, about two years. So and I think that to some extent that to the rating agencies great credit. They've sort of said it, the products are little more interesting, they are a little more volatile. We think a higher capital question is warranted. And a lot of people have created economic capital models and said that showed a 350 is way in excess of what you need. Now I can only point on whether that makes any sense or not, but that kind of tells you that is 350 enough. So in our minds, we look at our business mix and our diversification, and even in this what I would call, pretty crazy tail in the environment we're in and we're still making money, and we are still building capital, and it kind of lets me to believe that 350 is probably okay, and an appropriate number. In our discussions with the rating agencies, they are not... this isn't coming up as a discussion point like well, maybe you need to be north of 350. That's not where our discussions have been. They've actually been very constructive and positive, so I guess I think it's enough. We're obviously holding up... you'll say well, 350 is enough, why are you holding $6 billion more? And look, this goes back to what we said in the equity capital rates. We want to be perceived as the strongest life insurance company out there. And we think in the coming world where I think people are going to focus a lot more on structure than may be price, this is going to work to our great benefit and that's how we want to be positioned. Suneet Kamath - Sanford C. Bernstein: Great, thank you very much.

Thank you. We'll go to the line of John Nadel with Sterne Agee. Please go ahead. John Nadel - Sterne Agee: Hi. Good morning. I've got a couple quick questions. First is, MetLife I think is a federally regulated bank holding company. I was wondering your thoughts on or if you would comment on whether you'd submit an application for funds under the TARP program, and if you'd be interested in that if it was made available for the life insurance space. That's question number one. Robert C. Henrikson - Chairman, President and Chief Executive Officer: I was waiting for the question number two, John. John Nadel - Sterne Agee: I was waiting for your response to figure out exactly which way I want to go. Robert C. Henrikson - Chairman, President and Chief Executive Officer: I see, okay, maybe it's a good idea for me to respond to that and there is a lot of discussion out there in the press and so forth, so let me just respond. As you pointed out and as many of you know, but some may not have recognized, MetLife is a bank holding company. It is our understanding that the guidelines in the federal statute allow the company access to the capital purchase program. But other than that, I have no comment on the federal program. What I can tell you is what has been discussed in several ways before and on this call is that we're well capitalized. We have a strong balance sheet. We have financial strength ratings that are clearly among the highest in the industry. Bill talked about the successful common stock offering of 2.3 billion and that was on top of the excess that we already have as of September 30th '04. So I think that's... other than that, I have no comment on the federal program. John Nadel - Sterne Agee: Okay. A separate one, but probably somewhat related. There's also an FDIC program available right now that I think is guaranteeing debt issuance. Are you eligible under that as well? Robert C. Henrikson - Chairman, President and Chief Executive Officer: I don't want to... let me take another crack at all kinds of such programs and what not out there. As long as your notes would show, if you've been following this company, I would say that, I always say any kind of question around funding our financing, any kind of questions around acquisitions, anything that even looks or smells sort of like an acquisition including close-out opportunities and what not, we always say the same thing. Certainly I do, that we explore every avenue, we explore all options and everything we do. That's what it's all about to run a major company and then other than that, I don't have any comment on the federal program. John Nadel - Sterne Agee: Okay, all right. Maybe to go back to the philosophical sort of piece of the discussion earlier, do you think, I mean your top line growth, Rob, you've hit on it pretty specifically at the open. Do you think that you're already seeing in that top line growth the benefits of sort of your competitive advantage, given the strength of the capital, the strength of the brand? And if so, I guess it'd be impossible to quantify. But, I guess it just goes to the question of that do you think or already seeing it? Robert C. Henrikson - Chairman, President and Chief Executive Officer: Absolutely. John Nadel - Sterne Agee: Okay. And then the last one is just a quick one on debt to capital levels. Bill, you guys used to have a table in the supplement that at least provided us some adjustments to get to debt to capital ratio. I think you guys used to focus on... you're probably still do, focus on the Moody's level for that. Any chance you can give us an update on where you guys stand relative to that sort of 25% typical target. William J. Wheeler - Executive Vice President and Chief Financial Officer: Yes. We dropped that number. I mean we used to have our own leverage ratio and I thought that mine was the best. But it couldn't convey to anybody else that. So they... so we started to stop because obviously we are governed by what the rating agencies think the leverage ratio should be. The Moody's ratio right now is sort of pro forma the equity offering would be... the leverage ratio of about 23.9%. They like it, it's not a bright line, but they like us to be 25 or lower. And so that gives you a sense of what our leverage is. John Nadel - Sterne Agee: Okay. And last real quick one, if in your discussions with the rating agencies, sort of the 350 is actually... you mentioned it's not something that's coming... that's really coming out. What are they key sort of two or three topical areas where you sense that they're most focus with respect to you and maybe more broadly the industry right now? Thank you. William J. Wheeler - Executive Vice President and Chief Financial Officer: Yes, I got your point. For us, they really... they want to understanding what's going on the SEC lending and why we are... and what's happening there. And because they [Technical Difficulty] the world knows, it was in the paper today. Securities lending activity is shrinking around the globe. And so, they wanted to make sure that wasn't causing of any harm. I think we've reassured them and I think hopefully all of you that our SEC lending issues are very well controlled. We've done a great job in my mind of managing down the size of the program without triggering any meaningful capital losses and we've really made sure that we have the liquidity necessary to deal with that very effectively. So I think that's going extremely well. I think with regard to... the other thing I think more broadly is just what we're hearing in the conference calls this quarter, are what's going on with the equity... the potential statutory capital impact was going out of the equity markets. And so I think that's also a discussion point and I'm sure they are having that with others not just us. And yes, they are interested in credit loses and stuff like that. But I would say they are kind of get it. They know it's... they understand that is our business obviously. So they kind of, they have a good feel for what's going on there. And they realize we are in a highly unusual time. John Nadel - Sterne Agee: All right,thanks very much.

Thank you. The next question is from Colin Devine with Citigroup. Please go ahead. Colin Devine - Citigroup: Good morning. Couple of quick ones I would think. First on, with the benefit ratio spiking up, should we start to be concerned that that's a reflection of the economy with MET being more I think, it was a large case company, this maybe a trend that continues for a while?. Second, if you could give us a little bit more detail on pension close-outs, you spoke perhaps for the quarter but also the outlook and the pipeline. And then on capital, Bill and RBC, I would take it now that your original plan with the convert was to avoid the dilution from it. And now, you're planning to just go with that. But then also when you talk about the $6 billion of excess, it would seem to me that if we look at what as you laid out earlier what may be happening to RBC in the fourth quarter, to really some of that $6 billion spoken for, you're going to have to put it down into the life company to keep that RBC number above 350. Is that fair? William J. Mullaney - President, Institutional Business: It's stimulating. Let me start with the question that you asked about disability and about close-outs. In terms of disability, some of what we're seeing maybe a function of the trends that we're seeing in the economy we talked before about the fact that disability is a product that when the economy get soft, you do see some impact on your claims. In this particular quarter, the ratio did spike up to 95 [Technical Difficulty] of our range, but it does move from quarter-to-quarter. We do see some volatility in that range and what I would say is there wasn't any [Technical Difficulty] thing that drove the results up. Incidence was up a little bit, recoveries were down and the size of the recoveries were down, and all of those things together put some pressure on the ratio. We're watching it very closely, we are increasing some of our assumptions as it relates to these things where the economy is going to affect related to our prices for 2009. So it's something that I think we're keeping a very close eye on. In terms of close-outs, we had a very good quarter for close-outs, almost $700 million in close-outs for the quarter in both the U.S. and the UK. I would say that the pipeline for close-outs continues to be good. A lot of good conversations with main customers, both in the U.S. and the UK around the pension plans, what they're thinking about and what they might do in the future. So we feel pretty good that they'll continue to be good activity in the close-out area. William J. Wheeler - Executive Vice President and Chief Financial Officer: Yes. And then finally about capital, yes, with regard to the convert, a year ago I would have said, we would have offset the dilution from that conversion of the convert by doing buybacks. I think now, it's probably just better to keep the money obviously, so we'll do that. We'll keep the money. And in the shares outstanding, we'll increase a little bit. With regard to that $6 billion and the fact that we'll have some surplus strength, yes, I think that's right. I mean I think if... it's hard to... I think some of that $6 billion may have to go down in the statutory reserves. But technically, it doesn't... I don't think that will mean we have to put some money down in the holding company. We run... if we... rule of thumb, our RBC ratio, we're managing to sort of the high 300, sort of in the 390 range. It's a little different at the different legal entities. RBC ratio, so there is probably... we think there would be enough cushion down in the insurance subsidiaries right now to deal with this surplus problem. We wouldn't have still have to move any money down. The full $6 billion is not at the holding company; some of the cushion is sitting there in the insurance company. Colin Devine - Citigroup: And then is it fair to say the 6 could be more like $5 billion, which is still obviously quite a large amount, but 6 maybe closer to 5? William J. Wheeler - Executive Vice President and Chief Financial Officer: Well, yes, probably closer to 5 right now. I think that's probably fair. So it's... obviously we'll see how the quarter ends. But yes, I mean 500, 600, $700 million sort of because of this issue is certainly possible. Colin Devine - Citigroup: Okay. And then just one quick follow-up. In terms of your M&A appetite, which is I think Rob has indicated in the past. So it's primarily internationally oriented. Has that changed and perhaps expanding what Rob said earlier, would you consider something like the capital purchase program to help finance an acquisition if that was available? William J. Wheeler - Executive Vice President and Chief Financial Officer: Rob we can't comment. Colin Devine - Citigroup: I think that's okay. Thank you. Robert C. Henrikson - Chairman, President and Chief Executive Officer: I'm not commenting because I think you'll repeat myself. Colin Devine - Citigroup: I'll take that as an affinitive, yes. Okay. In terms of that domestic versus international. Any change? Robert C. Henrikson - Chairman, President and Chief Executive Officer: Sorry, we were laughing, so we didn't hear your full question. Would you repeat your last question? Colin Devine - Citigroup: In terms of your acquisition appetite, I think it's been primarily internationally oriented? Has that now changed, as are you also looking domestically? Robert C. Henrikson - Chairman, President and Chief Executive Officer: I think the... let me... in terms of what we've looked at both over time, both internationally and domestically, I wouldn't characterize that our focus has been entirely on or even so heavily weighted to international, because we look at opportunities both domestically and internationally. But remember, I've always said in times passed, and it's probably a little bit different dynamic today that domestically you have to have a willing seller and a willing buyer and you have to have an attractive price. And so, the question about price and the question about the willing seller has been a pretty dominant feature in terms of the domestic market in particular and maybe today we see something different there. Colin Devine - Citigroup: Okay, thank you.

We next go to line of Jeff Schuman with KBW. Please go ahead. Jeffrey Schuman - Keefe, Bruyette & Woods, Inc.: Good morning. I have a question for Steve and I'd like to follow up. I'm just wondering, MetLife like a lot life insurers have been kind of in a cash conservation mode. I am wondering if you are at a point now where you kind of get the cash position closer to where you wanted and whether you might start to be more active investing in certain markets and where you might be looking first? Steven A. Kandarian - Executive Vice President and Chief Investment Officer: The cash raise had something to do as well with the securities lending program. So as we've mentioned, we're going to be shrinking that base. And again when you think about that program, we have a security we owned, we lend it out we get back cash collateral, we reinvest that cash collateral into other securities. So that since our balance sheet grows based upon that program, as that program comes down, so will that cash to some degree. You know exactly where that number will end up but there will likely be some cash left over at the end of the redemption of the program. At that point most certainly start looking at relative value across the different asset categories and decide where to put the money. We're likely to put that money in this environment in securities we feel are as safe as possible. As we feel all factors are being hit by spread widening. I don't think that means all sectors are equally vulnerable to default and delinquencies and losses. So most likely we will look at sectors such as now government backed RMBS with more exclusively government guarantee than previously. We'll look at sectors like AAA rated credit cards first to pay for of stack and we'll look at other kind of securities that are very high up in the structure in terms of credit enhancement, where we feel that the possibility of loss is lowest, can be possible in this marketplace. So that's where we'll put the money when we finish rightsizing the securities lending program. Jeffrey Schuman - Keefe, Bruyette & Woods, Inc.: And I'm wondering, I guess how much relationship there is between the I guess recent sort of inactivity of life insurers in some of these markets and the unrealized losses that have increased for life insurers. Now it just strikes me that life insurance is kind of a victim that what's happening in the markets. But they've also contributed to market levels by kind of withdrawing from some of these markets. I mean is it too optimistic to think that if we kind of roll through the fourth quarter as insurers get more active that they could actually contribute to some additional strength in recovering some of these fixed income markets or is that too optimistic? Steven A. Kandarian - Executive Vice President and Chief Investment Officer: WellI think you're asking kind of broad question about what's really occurred here with the credit crisis and the lack of liquidity in markets. So let me just talk a little bit about credit spreads because this unrealized loss you're seeing balloon in our balance sheet as well as other financial firms' balance sheets, really relates to that. So you can think about credit spreads in two ways. One related to fundamentals, meaning it's portending higher actual losses on the securities defaults, losses in terms of recoveries and so on. The second piece is a supply demand imbalance, lots and lots of sellers as people de-lever the balanced sheets, whether it be commercial banks, investment banks, hedge funds. While we are not de-levering in a major way at MetLife, the fact that we're shrinking the securities lending program in a small way suggest that we're taking a little bit of our asset base down. So lots and lots of our seller securities, almost no buyers right now. In the spread, if you look at in the marketplace driving those unrealized losses, probably do have some fundamental basis to them. But I think the majority of the spread widening relates to supply demand imbalance. And once... I think the banks get recapitalized, once the fear factors have to come down with the intervention of U.S. government and other governments across the globe, I believe these markets will start going back to more normal kinds of spreads giving fundamentals, not purely based upon these supply demand imbalances. Jeffrey Schuman - Keefe, Bruyette & Woods, Inc.: That's great. Thanks a lot, Steve.

Thank you. We'll go to the line of Mark Finkelstein with FPK. Please go ahead. Mark Finkelstein - Fox-Pitt Kelton: Good morning. Steve, you talked about repositioning the fixed maturities portfolio, kind of going into more recessionary times. I'm just curious what you're doing with alternative assets either as money becomes available to be pulled out or cash from the LBO funds gets delivered? Steven A. Kandarian - Executive Vice President and Chief Investment Officer: We've make commitments in certain categories such as LBO funds, where there are draw downs as you know. So, obviously we will honor all those commitments and that will go on for a number of years as those partnerships continue. I'll tell you that there haven't been a lot of draw downs lately because not a lot of deals are getting done in that area. There is very little credit availability to anyone. So the LBO players simply aren't doing deals right now by and large. In the area of hedge funds, we are likely to bring that program down somewhat. And we're going to look closely at the performance of the different hedge fund partnerships we invest in. We're going to make some decisions about who want to remain with going forward. I think that hedge fund area in general is going to shrink in the coming quarters, in the coming year or two. And there will be a shake out to some degree and we're evaluating which firms to remain with us as an investor. So, it's likely that program will shrink somewhat over the coming few quarters on our balance sheet. But in general we have not been making a lot of investments in the alternative area. Again, not a lot of capital is being put out in the marketplace either. So the fund raising actually is very, very limited at this point in time. Mark Finkelstein - Fox-Pitt Kelton: Okay. In RNS premium and deposits were very strong, I think $13 billion according to your kind of policyholder account balance reconciliation. Can you just discuss what you're seeing as seeing money is coming from other competitors, but is that trend continuing post the quarter, just what are we seeing there? William J. Mullaney - President, Institutional Business: Yes, we actually saw some pretty good... this is Bill Mullaney... pretty good net flows in the quarter for RNS. And getting back to the comment that Rob made earlier in terms of flight to quality. There are some companies out there that have been speaking with us about potentially moving money and so there are some counterbalances though, we have funding agreements in that portfolio and we are seeing some redemptions on our funding agreements as well. So I think you'll see some movement both ways in terms of some inflows, in terms of money moving to us in the flight to quality way and then you'll see some other movements downward because companies will be redeeming things like funding agreements to have greater levels of liquidity. So it's likely that the RNS fund balances will probably, we think, stay relatively flat for the next couple of quarters. Mark Finkelstein - Fox-Pitt Kelton: Okay. And then Bill just, if you would to look out 3 to 6 months from now, do you have any projection of where you think the securities lending portfolio might be. I think you're at $41 billion at the third quarter. I don't know if you gave an update as to where you are today. But if you have that, that would be great. And then where do you think we could end up in terms of the size of this portfolio? Steven A. Kandarian - Executive Vice President and Chief Investment Officer: This is Steve. Let me take that one. It's $31 billion as we mentioned now and we think it will shrink over the course of the reminder of this year, perhaps even below the $25 billion level before going back up during 2009 to roughly $25 billion in average of the course of 2009. That's our best case... our best guess if you will, at this point in time. Obviously, this program is driven by two things. One, the securities that we hold in general account that are lendable, if you will, that fit into the categories of lendable securities. And the second thing is the demand on the other side, our counterparties in terms of need for these securities, and given credit market issues, given hedge fund issues beneath those securities as much low today in the headwind in the past. So will there be some recovery there? We think yes. But at minimum, securities such as treasuries, agencies and government-backed residential mortgage-backed securities are likely still to be lendable going forward. Question mark around corporate securities. So even if you exclude corporate securities, we think we'll probably be around the $25 billion level as a norm for the foreseeable future. But the number could actually dip below that in the interim. Mark Finkelstein - Fox-Pitt Kelton: Okay. Great, thank you.

Thank you. We'll go to line of Ed Spehar with Merrill Lynch. Please go ahead. Edward Spehar - Merrill Lynch: Thank you, good morning. I think I have a few quick numbers questions. I was hoping that you could give us and if it's not the precise number, at least ballpark, of what the variable annuity account balances are with living benefit guarantees. And again roughly, if you don't have exact what the spilt is between IB and WB. And then I've a couple other quick ones.

Sure Ed. This is Tim Schmidt. The total living benefit composition of the VA balances would be about 42%. About $39 billion in total and the split between GMIB writers and the other with draw benefit writers would be about just a little under 50-50 of the total number. Edward Spehar - Merrill Lynch: A little under 50-50 that IB to WB.

Yes, it would be about 18 of the 38 or so that I quoted. Edward Spehar - Merrill Lynch: Is IB.

Is IB, yes. Edward Spehar - Merrill Lynch: Okay. And then, Bill, I wanted to make sure I understood the $6 billion roughly excess that you're talking about, is that as of the end of the third quarter, is it as of today where the S&P is? I'm not sure where that $500 million potential hit whether that was in that or not? William J. Wheeler - Executive Vice President and Chief Financial Officer: It's not because obviously you got to pick a point in time sometime. So we... I would say it as of the end of the third quarter, so the -- Edward Spehar - Merrill Lynch: Okay. William J. Wheeler - Executive Vice President and Chief Financial Officer: So the $500 billion plus kind of effective statutory impact that might be a little higher than that, would be a subtraction from the fixed numbers. Edward Spehar - Merrill Lynch: Okay. And then could you comment on, just on your capacity to issue preferred securities, given where you are with your balance sheet. How much of this stuff could you issue? If you're would going to... obviously not issuing the buyback stock, but issuing for other reasons. William J. Wheeler - Executive Vice President and Chief Financial Officer: Well that's an interesting question. I would have said that in sort of a normal world, given the guidelines as sort of what I would call a hybrid basket, if you will, of what the preferred with inner. And also Moody's, it doesn't necessarily have a hybrid basket, but they have something... they want to look at the cash hold cover ratio of the holding company and those would lead you to believe... if you kind of thought those were a hard guidelines, you'd say, the number is $2 million to $3 billion, something like that in terms of the capacity. But I view those as guidelines. You're not going to like it Pirates of the Caribbean, so the guidelines. So there, -- Edward Spehar - Merrill Lynch: Sort of the high bro references I can always count on for you. William J. Wheeler - Executive Vice President and Chief Financial Officer: Well, my kids want you. So there... we live in a world where that maybe... that number may be different okay than $2 billion to $3 billion. And depending on what happen to that cash that would probably be okay with the rating agencies I bet. Edward Spehar - Merrill Lynch: Okay. And then the final question is, I mean I suspect that less than it used to be, but there was a time when you would talk about a lower RBC ratio as being okay relative to some others because of the unrealized real estate gains in the portfolio. Can you talk a little bit about how anybody is looking at that right now? William J. Wheeler - Executive Vice President and Chief Financial Officer: Steve is going to give you the number as part of what he thinks the unrealized gains on the real estate portfolio. I mean just for everybody's benefit, we have a lot of equity real estate which we hold at booked. We've had a pretty successful track record I think in terms of realizing gains at very big numbers. But... and so, we're pretty good at that and there's a lot of value there. That does not get counted in the RBC ratio obviously and we don't sort... we view it as a thing that's there, but we don't try to take credit for it and that's obviously there in our what we call our excess capital number because in my mind, that's not readily accessible, okay, especially in this environment. So but Steve? Steven A. Kandarian - Executive Vice President and Chief Investment Officer: We tracked that number every quarter. It's come down a little bit, but it's still at $3.3 billion as pre-tax. And as Bill mentioned, the liquidity in this marketplace obviously right now is not great. Lending is limited, but in terms of fundamental value even in this market with declining prices, we still have a number of $3.3 billion as an unrealized gain net pre-tax. Edward Spehar - Merrill Lynch: Okay thank you very much.

Thank you. And we have time of one final question from the line of Jimmy Bhullar with JPMorgan. Please go ahead. Jimmy Bhullar - JPMorgan: Hi. Thank you. I had a couple of questions for Lisa. The first one is on your variable annuity sales. Based on industry numbers, it looks like the industry's preliminary number, the industry is going to be down in the mid to high single-digits. Your sales I think were up almost 7% sequentially. I don't think there was a special orienting. But if you could comment on what drove that? And then I have a follow up after that. Lisa M. Weber - President of Individual Business: Sure, yes. There is a couple of things going on with our variable annuity sales. And we did have some enhancements in the second quarter to our GMIB. We added the $1000 death benefit and we also improved the LWG. But really what our sales increase is attributable to, I would say even more so is this whole opportunity in terms of the flight to quality and it's where the MetLife brand is really standing strong with all the market turmoil what clients are really looking for guarantees and safe havens and that's evident by the increase in the writer take rate. And so while Tim talked about the balances, we were up to an all-time high of almost an 86% take rate on the writers. So, it's that in addition our wholesalers are solid. More of them want to work here and have joined us and so our narrow and deep strategy with our focus firms has as well on the independent side. And so that we do believe that what you'll see in Q3 as we also saw our in 2Q is that again, we will gain market shares. So we felt really terrific about our annuity sales overall, both variable and fixed. Jimmy Bhullar - JPMorgan: And then lastly, just on the living benefits. Has... there is sort of a high volatility in the market, maybe you rethink about the features that you are offering or at least raised prices. A few of your competitors have been thinking about raising prices, what are your thoughts on the long-term profitability of offering living benefits? And then secondly, the prices that you're charging for those. Lisa M. Weber - President of Individual Business: Yes, as I commented a little bit earlier, we are looking at increasing our pricing now as we speak given the current environment and we will not sacrifice our profitability here. And so, we're going to make the decisions that we need to make and execute on the decisions and so you'll hear more about that as we go forward. Jimmy Bhullar - JPMorgan: And then lastly, if I could ask one more, just on your variable investment income, it was obviously below plan this quarter and if you look at the market overall, IPO activity is pretty much non-existent, you also have a decline in your securities lending book. So, obviously the fourth quarter is going to be weak, but what needs to happen for variable investment income to return to like the $300 million, $350 million range next year or is that even a likely range, the macro environment right now? William J. Wheeler - Executive Vice President and Chief Financial Officer: As we look into the fourth quarter, we don't see a bounce back in the hedge funds space or in the corporate joint venture LBO space. And for that those areas to improve and the equity markets have to improve dramatically as do the sub-debt market for the LBO player. And I think that's going to be sometime before that turns around. As I mentioned earlier, in December at our investor day, I will give a new plan for variable income for 2009. Jimmy Bhullar - JPMorgan: Okay, thank you.

And I'll turn it back to you Mr. Murphy. Conor Murphy - Investor Relations: Okay thank you. Just a remainder to please join us at our investor day on Monday, December 8th and that's it. Thank you very much.

Thank you. Ladies and gentlemen, this conference will be available for replay after 10 AM today through midnight November 8th, 2008. You may access the AT&T teleconference replay system at any time by dialing 1800-475-6701 and entering the access code 962605. International participants dial 320-365-3844. The numbers again are 1800-475-6701 and 320-365-3844 and enter the access code 962605. That does conclude our conference for today. Thank you for your participation and for using AT&T executive teleconference. You may now disconnect. .