Exhibit 10.(iii)(a)


 


SECOND
AMENDMENT TO AMENDED AND RESTATED 

COINSURANCE AND MODIFIED COINSURANCE AGREEMENT


 


THIS SECOND AMENDMENT TO
AMENDED AND RESTATED COINSURANCE and MODIFIED COINSURANCE AGREEMENT (“Amendment”) effective as of 23, November
2021 amends the AMENDED AND RESTATED COINSURANCE AND MODIFIED COINSURANCE AGREEMENT effective February 4, 2021 (the “Agreement”)
by and between MEMBERS LIFE INSURANCE COMPANY (the “Company”) and CMFG LIFE INSURANCE COMPANY (“Reinsurer”).


 


WHEREAS, the parties
wish to amend the terms of the Agreement to revise the investment guidelines attached to the Agreement to: clarify which investments
constitute Alternative investments and to and adjust certain asset class limits to better align with the CMFG Life Investment policy.


 


NOW THEREFORE, in consideration
of the premises and the mutual covenants contained hereinafter, the parties hereto intending to be legally bound agree to amend
the Agreement as follows:


 


Article
I


Amendment to the Agreement


 


		1.1	Amendment to Schedule 4.2 Exhibit A, The investment
guidelines attached as Schedule 4.2 to the Agreement are hereby replaced in their entirety with the investment guidelines attached
hereto.



 


IN WITNESS WHEREOF, the parties have caused
the Second Amendment to Coinsurance Agreement to be executed by their duly authorized representatives and to be effective on the
date first set forth above.


 


	MEMBERS LIFE INSURANCE COMPANY	 	CMFG LIFE INSURANCE COMPANY
	 	 	 	 	 





	By:		 	By:	



  





	Print
    Name:	Brian
    J. Borakove	 	Print
    Name:	Laureen
    Winger



	Title:	Senior
    Vice President	 	Title:	EVP,
    Chief Financial Officer


 





	Date:	11/29/2021	 	Date:	11/30/2021



 




     


     


    

 


Exhibit A


 


SCHEDULE 4.2 


INVESTMENT GUIDELINES


 


Investment Guidelines
for CMFG Life Insurance Company Risk Control Separate Accounts and Declared


Rate Separate Accounts


 


	Broad Asset Class	Asset Class	Minimum	Maximum
	Near Risk-Free	 	0%	100%
	 	
        Cash

        Government
	
        -0%

        0%
	
        100%

        100%

	 	Agency MBS*	0%	40%
	 	 	 	 
	
        Corporate
	 	
        20%
	
        80%

	 	Public – Investment Grade	20%	80%
	 	Private – Investment Grade	0%	20%
	 	High Yield	0%	10%
	 	 	 	 
	
        Other
Credit
	 	
        0%
	
        30%

	 	Municipal	0%	10%
	 	Mortgage Loan	0%	25%
	 	 	 	 
	
        Structured
Credit
	 	
        3%
	
        25%

	 	ABS	0%	20%
	 	CMBS	0%	20%
	 	CLO	0%	20%
	 	RMBS	0%	5%
	 	 	 	 
	Equity or Near-Equity	 	0%	15%
	 	Real Estate	0%	5%
	 	Alternative – Income	0%	7%
	 	Alternative – MOIC	0%	7%
	 	Public Equity	0%	5%


 


*A pass-through security or unleveraged CMO class


 


Derivatives


 


Derivatives
will primarily be limited to those hedging liability risks. Risks hedged would primarily be the equity market related guarantees
of the Members Life Annuity Contracts but can also include rate and credit oriented exposures generally related to liability reserves.
Derivative usage and limits on notional amounts will be set by the Board of Directors of CMFG Life Insurance Company from time
to time and must comply with the CMFG Life Insurance Company Derivative Use Plan and Derivative Policy. Derivatives will not be
used for speculative purposes.


 




     


     


    

 


Alternatives


 


The alternative equity allowed
as part of these guidelines may be held in the form of direct limited partnership holdings in private equity funds or as equity
ownership in an affiliated entity formed to hold such limited partnership holdings in private equity funds.


 


Transfer restrictions


 


Assets may be transferred
into and out of the separate accounts as long as asset values exceed liability values after such transfers. Impaired securities,
securities in default or assets encumbered by other agreements (modified coinsurance “segregated” assets, collateral
for trusts, etc.) may not be transferred into the separate accounts.


 


Borrowing to Support
the Separate Accounts


 


Assets of the Separate Accounts
may be used to collateralize borrowing in order to meet short-term liquidity needs of the Separate Accounts.


 


Use of Funding Agreements


 


Assets of the Separate Accounts
may be used to collateralize funding agreements with the Federal Home Loan Bank (“FHLB”). Funding agreement proceeds
will be invested within the Separate Accounts in assets that are consistent with these investment guidelines and that match funding
agreement liabilities. The funding agreement liabilities are recorded in each separate account so we are using separate account
assets to satisfy liabilities attributable to the separate accounts. We track these assets that back the funding agreements in
a separate portfolio so they can be identified separately.


 


Securities Lending


 


The Separate Accounts may participate
in a securities lending program consistent with the terms of the general account securities lending program in which collateral
is received for loaned securities, provided investments made with such collateral are invested within the Separate Accounts in
assets consistent with these Investment guidelines and that match securities lending program liabilities.


 


Applicability of Guidelines to New Products


 


Portfolios are established within
each Separate Account in order to identify the specific assets intended to support obligations associated with different contract
forms. The assets within a portfolio intended to support a new product may not be diversified among the asset classes described
above until the assets within that portfolio total $100 million. However, the total assets within the Separate Account will comply
with these Investment Guidelines at all times


 


Effective: 11/23/2021