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Exhibit (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 out of the sale by 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 prior to such termination.
▇▇▇▇▇▇▇ ▇▇▇▇▇ LIFE INSURANCE COMPANY
Dated: By:
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▇▇▇▇▇▇▇ ▇▇▇▇▇ LIFE AGENCY, INC.
Dated: By:
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