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SUPPLEMENT to the PROSPECTUSES dated APRIL 30, 1999
For Metropolitan Life Separate Account UL
Group Variable Universal Life Insurance
Issued By:
Metropolitan Life Insurance Company
You should read this Supplement in conjunction with the appropriate prospectus
for the Metropolitan Life Separate Account UL and retain it with your prospectus
for your future reference. This Supplement is for use between the date
Metropolitan Life Insurance Company ("MetLife", "we") adopts a plan of
reorganization from a mutual company to a stock company and the date on which
the reorganization takes place. This time period is referred to as the "pendency
period." New York Insurance Law requires that we provide persons issued a
certificate issued in connection with a group variable universal life insurance
policy during the pendency period with a Notice. The Notice follows and is part
of this Supplement. You should read it carefully. The Notice is only for use in
connection with MetLife's offering of CERTIFICATES ISSUED IN CONNECTION WITH A
GROUP VARIABLE UNIVERSAL LIFE POLICY for Metropolitan Life Separate Account UL
during the pendency period. NOTICE OF PENDENCY of a Plan of Reorganization On
September 28, 1999, Metropolitan Life Insurance Company ("MetLife" or "we")
adopted a plan of reorganization to convert from a mutual life insurance company
to a stock life insurance company (the "plan"). Upon conversion, MetLife will
become a wholly owned subsidiary of a new publicly owned holding company,
MetLife, Inc. The plan is subject to approval by the New York State
Superintendent of Insurance after a public hearing. In addition, the plan cannot
go into effect unless it is approved by a vote of eligible MetLife policyholders
and contract holders whose policies or contracts were in force on September 28,
1999. Subject to these approvals and certain other conditions, we expect the
plan to become effective during the first quarter of the year 2000. Holders of
policies or contracts who are entitled to vote on the plan will be entitled to
receive certain compensation pursuant to the terms of the plan. Our conversion
to a stock company will have no effect on your rights or our obligations under
your policy or contract, all of which will remain exactly as stated in the
policy or contract. Upon conversion, however, our policyholders and contract
holders will no longer have rights as members of MetLife. (These rights consist
primarily of the right to vote on matters submitted to policyholders for a vote,
including the election of directors, and the right to receive a portion of any
remaining surplus if the company is liquidated.) In addition, because the policy
or contract for which this Notice of Pendency is being given was issued after
September 28, 1999, or was issued but the required premium was not paid by that
date, the New York Insurance Law provides that you will not (by virtue of that
policy or contract) be entitled to vote on the plan or to receive compensation
pursuant to the plan. This Notice of Pendency has no effect on your rights with
respect to any other policies or contracts issued by us. We bring this to your
attention because your policy or contract was not issued by September 28, 1999,
or was issued but the required premium was not paid by that date. Upon receipt
of this Notice of Pendency, you have the right under the New York Insurance Law
to rescind your policy or contract and obtain a refund of any amounts paid with
respect to your policy or contract. A written notice must be delivered to
MetLife stating that you wish to exercise the rescission and refund right under
this Notice of Pendency. Any such notice must be received by our Administrative
Offices or your MetLife representative within ten days of the date you receive
this Notice. If you exercise this rescission and refund right, your application
will be cancelled, your policy or contract will be rescinded, and any premium
you have paid will be refunded to you. You will then have no further rights
under the policy or contract. This notification itself does not affect your
right to exercise any contractual provisions contained within the policy or
contract. For separate account policies or contracts, however, the amount of the
refund would be as described in the Right to Examine Policy or Right to Examine
Contract provision on the cover of your policy or contract form. If you have any
questions regarding this Notice, please contact your Financial Services
Representative or call 1-800-Met-5000 (1-800-638-5000). KEEP THIS SUPPLEMENT
WITH YOUR PROSPECTUS September 29, 1999 E99098LHH(exp0900)MLIC-LD
