Contract analysis

ARTICLE I — PURPOSE The Board of Directors (the "Board") of Quorum Insurance Holdings Corp., a corporation organized under the laws of the State of Delaware (the "Company" or "Quorum"), the common stock of which is listed on the New York Stock Exchange under the ticker symbol "QIHC," has established the Investment Committee of the Board of Directors (the "Committee") to assist the Board in fulfilling its fiduciary an

1. Investment Policies, Strategies, and Guidelines. The Committee shall oversee the development, periodic review, and implementation of the Company's investment policies, strategies, and guidelines, ensuring that such policies are consistent with the Company's overall corporate strategy, risk appetite, capital adequacy requirements, and obligations to policyholders, shareholders, and other stakeholders.

2. Management and Performance of the Consolidated Investment Portfolio. The Committee shall oversee the management and performance of the Company's consolidated investment portfolio, which had total invested assets of approximately $16.4 billion as of fiscal year-end 2024. The Committee shall ensure that the portfolio is managed in a manner consistent with the Company's Investment Policy Statement, applicable legal a

3. Legal, Regulatory, and Risk-Management Compliance. The Committee shall oversee compliance of the Company's investment activities with all applicable legal, regulatory, and risk-management requirements. This responsibility extends, without limitation, to the investment activities of each of the Company's regulated insurance subsidiaries: Quorum Property & Casualty Insurance Company, a Connecticut-domiciled insurer

4. Environmental, Social, and Governance (ESG) Considerations. The Committee shall oversee the integration of environmental, social, and governance ("ESG") considerations into the Company's investment strategy and decision-making processes, consistent with the Board's commitment to responsible stewardship and long-term value creation.

5. Delegation of Investment Authority. The Committee shall exercise and administer the investment authority delegated to it by the Board within the parameters established by the Board and consistent with the Company's Delegation of Authority Matrix (the "DOA Matrix"), ensuring that management operates within clearly defined authority levels and that appropriate escalation procedures are maintained.

6. Coordination with the Risk Committee. The Committee shall coordinate with the Risk Committee of the Board to ensure that investment-related risks are appropriately identified, measured, monitored, and integrated into the Company's enterprise risk management framework. The Committee recognizes that its role is one of oversight. The management of the Company's day-to-day investment operations is the responsibility o

ARTICLE II — COMPOSITION AND MEMBERSHIP

Section 2.1 — Number of Members The Committee shall consist of no fewer than three (3) members of the Board. The exact number of members serving on the Committee at any given time shall be determined by the Board from time to time, taking into consideration the scope of the Committee's responsibilities, the availability and qualifications of Board members, and the efficient functioning of the Committee. All members o

Section 2.2 — Independence and Qualifications Each member of the Committee shall satisfy the independence requirements applicable to directors of companies listed on the New York Stock Exchange, as set forth in Section 303A of the NYSE Listed Company Manual, and shall also meet the independence standards established by applicable rules and regulations of the U.S. Securities and Exchange Commission (the "SEC"). No mem

Section 2.3 — Chair The Board shall designate one member of the Committee to serve as Chair of the Committee (the "Chair"). As of the date of adoption of this Amended and Restated Charter, the Chair of the Committee shall be Jonathan K. Whitmore, or such other independent director as the Board may designate from time to time upon the recommendation of the Nominating & Corporate Governance Committee. The Chair shall p

Section 2.4 — Appointment and Term Members of the Committee shall be appointed annually at the first meeting of the Board held following the Company's annual meeting of shareholders. Each member shall serve until his or her successor is duly appointed by the Board, or until his or her earlier resignation from the Committee, removal from the Committee by the Board, or cessation of membership on the Board for any reaso

ARTICLE III — MEETINGS AND PROCEDURES

Section 3.1 — Frequency The Committee shall meet at least four (4) times per year, approximately once per calendar quarter, and shall meet more frequently as circumstances require or as the Chair deems necessary or appropriate to fulfill the Committee's responsibilities. The Committee shall establish a regular meeting calendar at the beginning of each fiscal year. Special meetings of the Committee may be called at an

Section 3.2 — Quorum and Voting A majority of the members of the Committee then in office shall constitute a quorum for the transaction of business at any meeting of the Committee. No business shall be transacted at any meeting at which a quorum is not present, except that a lesser number of members may adjourn the meeting to a later date. All actions of the Committee shall be taken by a majority vote of the members

Section 3.3 — Attendance and Participation The Committee may invite any member of management, including the Chief Executive Officer (Margaret A. Calloway), the Chief Financial Officer (Patricia Sung-Hee Lam), the Chief Investment Officer, or any other officer, employee, or agent of the Company or its subsidiaries, to attend all or any portion of any meeting of the Committee and to provide information, analysis, or re

Section 3.4 — Agenda and Minutes The Chair shall establish the agenda for each meeting of the Committee, in consultation with the Chief Investment Officer, the Chief Financial Officer, and other members of the Committee. The agenda and any supporting materials shall be distributed to Committee members in advance of each meeting, to the extent practicable, in order to permit adequate review and preparation. Minutes of

Section 3.5 — Executive Sessions The Committee may meet in executive session without any members of management or other non-Committee personnel present, as it deems necessary or appropriate. The Committee shall have the discretion to determine the frequency and subject matter of such executive sessions. The Chair shall preside over all executive sessions of the Committee, and any actions or recommendations arising fr

ARTICLE IV — AUTHORITY AND RESPONSIBILITIES The Committee shall have the following authority and responsibilities, in addition to any other duties that may be assigned to the Committee by the Board from time to time:

Section 4.1 — Investment Policy Oversight The Committee shall review and recommend to the Board for approval the Company's Investment Policy Statement (the "IPS"), which shall set forth the Company's investment objectives, risk tolerances, asset-allocation targets, permissible asset classes (including, without limitation, fixed-income securities, equities, real estate, private equity, hedge funds, infrastructure, and

Section 4.2 — Delegation of Investment Authority The Committee shall exercise the investment authority delegated to it by the Board and set forth in the DOA Matrix, as such matrix may be amended from time to time. Such delegated authority shall include, without limitation: (a) Single-Issuer Exposure. The authority to approve single-issuer credit exposures of up to $75.0 million. This threshold has been increased from

Section 4.3 — Investment Performance Monitoring The Committee shall review and evaluate the performance of the Company's investment portfolio on at least a quarterly basis. Such review shall encompass, without limitation, the following: (a) Total Return, Income Yield, and Capital Appreciation/Depreciation. Assessment of the portfolio's total investment return, including net investment income, realized gains and losse

Section 4.4 — External Investment Managers and Advisors The Committee shall oversee the selection, appointment, compensation, and ongoing performance evaluation of all external investment managers, custodians, and investment advisors retained by the Company or any of its subsidiaries to manage or advise on all or any portion of the investment portfolio. In fulfilling this responsibility, the Committee shall: (a) Esta

Section 4.5 — Risk Oversight — Investment-Related Risks The Committee shall monitor and evaluate investment-related risks on an ongoing basis, including but not limited to the following: (a) Market Risk. Exposure to fluctuations in interest rates, equity prices, foreign currency exchange rates, and other market factors that may affect the value of the investment portfolio. (b) Credit Risk and Counterparty Risk. Risk

Section 4.6 — ESG Integration in Investment Strategy The Committee shall oversee the integration of environmental, social, and governance factors into the Company's investment decision-making processes and portfolio management activities. In fulfilling this responsibility, the Committee shall: (a) Review and recommend to the Board any ESG-specific investment policies, guidelines, or exclusion/inclusion criteria appli

Section 4.7 — Insurance Regulatory Compliance — Investment Activities The Committee shall oversee compliance of the Company's investment activities with applicable state insurance investment laws and regulations. This responsibility extends to all investments held by or on behalf of each of the Company's regulated insurance subsidiaries, including: (a) Quorum Property & Casualty Insurance Company, domiciled in the St

Section 4.8 — Capital Markets Transactions The Committee shall review and make recommendations to the Board regarding the investment implications of significant capital markets transactions proposed or undertaken by the Company or any of its subsidiaries, including, without limitation, debt issuances, equity capital raises, share repurchase programs, and balance-sheet restructurings, to the extent such transactions a

Section 4.9 — Reporting to the Board The Chair of the Committee shall report regularly to the full Board on the Committee's activities, findings, and recommendations. Such reports shall be made at least quarterly, at the next regularly scheduled Board meeting following each Committee meeting, and shall include, at a minimum, a summary of the following: (a) Investment portfolio performance and significant developments

Section 4.10 — Coordination with Other Board Committees The Committee shall coordinate its activities with the following committees of the Board to avoid unnecessary duplication of effort and to ensure comprehensive and integrated oversight: (a) Risk Committee (chaired by Raymond T. Huerta): The Committee shall coordinate with the Risk Committee on all matters relating to investment-related risks, including the integ

ARTICLE V — DELEGATION TO SUBCOMMITTEES AND MANAGEMENT

Section 5.1 — Subcommittees The Committee may, from time to time, form and delegate authority to one or more subcommittees, each consisting of one or more members of the Committee, to the extent consistent with Section 141(c) of the DGCL, the Company's Amended and Restated Bylaws, and this Charter. Any such subcommittee shall operate under terms of reference established by the Committee and shall report to the Commit

Section 5.2 — Delegation to Management The Committee may delegate to the Chief Executive Officer, the Chief Financial Officer, the Chief Investment Officer, or other designated officers of the Company, day-to-day investment management authority within the parameters and limitations established by the IPS, the DOA Matrix, and any further investment guidelines or instructions adopted by the Committee. Such delegations

ARTICLE VI — RESOURCES, ADVISORS, AND FUNDING

Section 6.1 — Independent Advisors The Committee shall have the sole authority to retain, at the Company's expense and without obtaining further approval from the Board, independent investment consultants, legal counsel, valuation experts, and any other advisors as it deems necessary or appropriate to fulfill its responsibilities under this Charter. The Committee shall have the authority to determine the scope of eng

Section 6.2 — Access to Information The Committee shall have full and unrestricted access to the Company's books, records, facilities, officers, employees, and internal and external advisors (including the Company's independent auditors, actuaries, and regulatory counsel), as it deems necessary or appropriate to carry out its responsibilities. Management and employees of the Company shall cooperate fully with the Com

Section 6.3 — Funding The Company shall provide appropriate funding, as determined by the Committee in its sole discretion, for: (a) The compensation, fees, and expenses of any independent investment consultants, legal counsel, or other advisors retained by the Committee pursuant to Section 6.1 of this Charter. (b) The ordinary administrative expenses of the Committee that are necessary or appropriate for the Committ

ARTICLE VII — ANNUAL SELF-EVALUATION The Committee shall conduct an annual self-evaluation of its own performance and effectiveness. The self-evaluation shall assess, at a minimum: (a) Whether the Committee has fulfilled its responsibilities as set forth in this Charter during the evaluation period. (b) The adequacy and appropriateness of this Charter, including whether the Charter's scope and provisions remain well-

ARTICLE VIII — AMENDMENT AND REVIEW This Charter may be amended at any time by action of the Board of Directors, without the approval of the Company's shareholders. The Committee shall review this Charter at least annually, in connection with the Committee's annual self-evaluation or at such other time as the Committee deems appropriate, and shall recommend to the Board any proposed amendments or revisions that the C

ARTICLE IX — GOVERNING LAW This Charter shall be governed by and construed in accordance with the laws of the State of Delaware, including, without limitation, the Delaware General Corporation Law (including, in particular, Sections 141(a) and 141(c) of the DGCL), without regard to conflict-of-laws principles that might result in the application of the laws of any other jurisdiction. Nothing in this Charter is intend

ARTICLE X — EFFECTIVE DATE This Amended and Restated Charter is effective as of December 11, 2025, the date of its adoption by the Board of Directors of Quorum Insurance Holdings Corp. at a duly convened meeting of the Board held on such date. Effective upon its adoption, this Amended and Restated Charter supersedes and replaces in its entirety the Charter of the Investment Committee originally adopted by the Board o