Exhibit (b)(8)(b)
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 ML
Life Insurance Company of New York ("ML of New York") and other good and
valuable consideration, ML of New York hereby agrees as follows:
ML of New York 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 ML of New York
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.
ML LIFE INSURANCE COMPANY OF NEW YORK
Dated: By: /s/ XXXXX X. XXXXXXXX
------------- -------------------------------
Xxxxx X. Xxxxxxxx
XXXXXXX XXXXX LIFE AGENCY, INC.
Dated: By: /s/ XXXXXXX X. XXXXX
------------- -------------------------------
Xxxxxxx X. Xxxxx
