1
EXHIBIT 1.A.(3)(d)
INDEMNITY AGREEMENT
In consideration for the agreement of Xxxxxxx Xxxxx Life Agency, Inc.
("MLLA") to enter into the General Agent's Agreement (the "Agreement") with
Xxxxxxx Xxxxx Life Insurance Company ("Xxxxxxx Xxxxx Life") and other good and
valuable consideration, Xxxxxxx Xxxxx Life hereby agrees as follows:
Xxxxxxx Xxxxx 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 by MLLA of insurance products under the above referenced
Agreement, provided that Xxxxxxx Xxxxx Life shall not be bound to
indemnify 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 the date of this
Indemnity Agreement and prior to such termination.
XXXXXXX XXXXX LIFE INSURANCE
COMPANY
Dated: 1/27/92 By: /s/ XXXXX X. XXXXXXXX
--------------- ----------------------------
Xxxxx X. Xxxxxxxx
XXXXXXX XXXXX LIFE AGENCY,
INC.
Dated: 1/27/92 By: /s/ XXXXXXX X. XXXXX
--------------- ----------------------------
Xxxxxxx X. Xxxxx