Exhibit (b)(8)(b)
INDEMNITY AGREEMENT
In consideration for the agreement of ▇▇▇▇▇▇▇ ▇▇▇▇▇ Life Agency, Inc.
("MLLA") to enter into the General Agent's Agreement ("▇▇▇▇▇▇▇ ▇▇▇▇▇ Life") and
other good and valuable consideration, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Life hereby agrees as
follows:
▇▇▇▇▇▇▇ ▇▇▇▇▇ Life will indemnify and hold harmless MLLA and all
persons associated with MLLA as such term is defined in Section 3(a)(21) of
the Securities Exchange Act of 1934 against all claims, losses, liabilities
and expenses, to include reasonable attorneys' fees, arising on or after
the date of this Indemnity Agreement out of the sale of MLLA of insurance
products under the above referenced Agreement, provided that ▇▇▇▇▇▇▇ ▇▇▇▇▇
Life shall not be bound to indemnity or hold harmless MLLA or its
associated persons for claims, losses, liabilities and expenses arising on
or after the date of this Indemnity Agreement directly out of the willful
misconduct or negligence of MLLA or its associated persons.
This indemnification shall survive the termination of the Agreement for any
claims arising thereunder for sales on or after termination.
▇▇▇▇▇▇▇ ▇▇▇▇▇ LIFE INSURANCE COMPANY
Dated: 1/27/92 By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ LIFE AGENCY, INC.
Dated: 1/27/92 By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
