Contract analysis

ARTICLE I — PURPOSE The Board of Directors (the "Board") of Quorum Insurance Holdings Corp., a Delaware corporation (the "Company" or "QIH"; NYSE: QIHC), hereby establishes and sets forth this Amended and Restated Charter (this "Charter") of the Risk Committee of the Board (the "Committee"). The Committee is established pursuant to Article III, Section 3.3 of the Amended and Restated Bylaws of the Company (as amended

Section 2.1 — Number of Members The Committee shall consist of no fewer than three (3) members of the Board. The members of the Committee shall be appointed by the Board annually at the first Board meeting following the annual meeting of shareholders of the Company, and each member shall serve until such member's successor is duly appointed and qualified, or until such member's earlier resignation, removal, or cessat

Section 2.2 — Independence Each member of the Committee shall be "independent" as that term is defined under the New York Stock Exchange ("NYSE") Listed Company Manual Section 303A, including as amended through the 2024 amendments to Section 303A relating to independence standards for board committee members. In determining independence, the Board shall consider all relevant facts and circumstances, including but not

Section 2.3 — Qualifications At least one (1) member of the Committee shall have experience in risk management, insurance regulation, actuarial science, or a related discipline, as determined by the Board in its business judgment. The Board shall endeavor to appoint members who collectively possess sufficient expertise, experience, and diversity of perspective to understand and oversee the Company's risk profile, inc

Section 2.4 — Chairperson The Board shall designate one independent member of the Committee as the Chairperson of the Committee (the "Chairperson"). As of the date of adoption of this Charter, the Chairperson is Raymond T. Huerta. In the event that the Chairperson is absent from or unable to participate in any meeting of the Committee, the members present at such meeting shall elect a temporary chairperson for such m

Section 2.5 — Removal and Vacancies Any member of the Committee may be removed or replaced by the Board at any time, with or without cause, by action of the Board. Vacancies on the Committee, whether resulting from removal, resignation, death, incapacity, or increase in the number of Committee members, shall be filled by the Board. Any member appointed to fill a vacancy shall serve for the remainder of the term of th

ARTICLE III — MEETINGS AND PROCEDURES

Section 3.1 — Frequency The Committee shall meet at least four (4) times per year, on a quarterly basis, and more frequently as circumstances require. The Chairperson shall have the authority to call additional meetings of the Committee at any time. Special meetings of the Committee may also be called by any two (2) members of the Committee, by the Chair of the Board & Chief Executive Officer (Margaret A. Calloway),

Section 3.2 — Quorum and Voting A majority of the members of the Committee then serving shall constitute a quorum for the transaction of business at any meeting of the Committee. Actions of the Committee shall be taken by a majority vote of the members present at a meeting at which a quorum is present. Each member of the Committee shall have one vote. In the event of a tie, the matter shall be referred to the full Bo

Section 3.3 — Attendance by Non-Members The Committee may invite members of management and other persons to attend all or any portion of any meeting of the Committee in a non-voting capacity, as the Chairperson deems appropriate. Persons who may be invited to attend include, without limitation, the Chief Executive Officer, the Chief Financial Officer (Patricia Sung-Hee Lam), the Chief Compliance Officer (Ivan D. Prue

Section 3.4 — Agenda and Materials The Chairperson, in consultation with the Chief Risk Officer (or equivalent senior officer), the General Counsel & Corporate Secretary, and other members of management as appropriate, shall establish the agenda for each meeting of the Committee. Any member of the Committee may request the inclusion of additional items on the agenda by providing notice to the Chairperson in advance o

Section 3.5 — Minutes The Corporate Secretary (or the Corporate Secretary's designee) shall attend each meeting of the Committee and shall keep minutes of all meetings of the Committee. The minutes shall accurately reflect the matters discussed, the actions taken, and the votes cast at each meeting, and shall be maintained as part of the permanent corporate records of the Company. Draft minutes shall be circulated to

Section 4.1 — General Authority The Committee shall have the authority, to the extent it deems necessary or appropriate, to carry out its purposes and responsibilities as set forth in this Charter. The Committee's authority derives from DGCL § 141(c), which permits the Board to delegate authority to committees of the Board composed of one or more directors, subject to limitations on actions that may not be delegated

Section 4.2 — Retention of Advisors The Committee shall have the sole authority to retain and terminate risk management consultants, actuarial firms, legal counsel, and other external advisors as it deems necessary to fulfill its oversight responsibilities, without the need for further Board approval. The Committee may engage such advisors on such terms as it deems appropriate, including with respect to the scope, fe

Section 4.3 — Access to Information The Committee shall have full and unrestricted access to any books, records, data, reports, analyses, and personnel of the Company and its subsidiaries as the Committee deems necessary or appropriate to discharge its responsibilities under this Charter. Management shall cooperate fully with the Committee and shall provide requested information on a timely basis. The Committee may d

Section 4.4 — Delegation The Committee may delegate specific tasks, projects, or investigations to one or more subcommittees or to individual members of the Committee, to the extent permitted by DGCL § 141(c) and the Bylaws; provided, however, that the Committee shall not delegate its overall oversight responsibilities under this Charter and shall retain authority to review and ratify any actions taken by any such su

ARTICLE V — RESPONSIBILITIES AND DUTIES The Committee shall have the following responsibilities and duties. This list is intended to serve as a guide and is not intended to be exhaustive. The Committee may, in its discretion, undertake such additional activities as it deems necessary or appropriate to fulfill its oversight role.

Section 5.1 — Enterprise Risk Management Framework Oversight The Committee shall oversee the Company's ERM Framework, including the risk appetite, risk tolerance levels, and risk limits established by management and approved by the Board. In discharging this responsibility, the Committee shall: (a) Review and recommend to the Board the Company's Risk Appetite Statement at least annually, and more frequently as circum

Section 5.2 — Insurance-Specific Risk Categories This Section 5.2 reflects the first substantive update to insurance-specific oversight responsibilities since the original adoption of the Risk Committee Charter on February 12, 2016, and is intended to address the expanded scope and complexity of the Company's insurance and reinsurance operations. 5.2.1 — Underwriting and Reserving Risk The Committee shall oversee the

Section 5.3 — Operational Risk The Committee shall oversee the Company's identification and management of operational risks, including risks arising from internal process failures, systems failures, human error, fraud, and external events. In discharging this responsibility, the Committee shall: (a) Review the Company's operational risk management framework, including the policies, procedures, and controls designed t

Section 5.4 — Regulatory and Compliance Risk The Committee shall oversee the Company's regulatory and compliance risk, including the following: (a) Oversee the Company's compliance with applicable insurance regulatory requirements in each domiciliary state — Connecticut, Texas, and Ohio — and in each state where the Company's subsidiaries are licensed, authorized, or otherwise subject to regulatory oversight; (b) Rec

Section 5.5 — Emerging and Strategic Risks The Committee shall oversee the identification and assessment of emerging risks and strategic risks, including but not limited to the following: (a) Climate-Related Risks. The Committee shall receive reports on the impact of climate change on the Company's underwriting portfolios, including changes in catastrophe frequency and severity, regulatory developments related to cli

Section 5.6 — Capital and Liquidity Risk The Committee shall oversee the Company's capital adequacy and liquidity risk, including the following: (a) Oversee the Company's capital adequacy framework, including regulatory capital requirements (Risk-Based Capital, or "RBC") for each regulated insurance subsidiary, and monitor the Company's actual capital levels relative to required and target capital levels; (b) Review

Section 5.7 — Risk Culture The Committee shall oversee management's efforts to foster a strong and effective risk culture throughout the organization. The Company employs approximately 6,400 employees across its holding company, regulated insurance subsidiaries, managing general agency, and fintech subsidiary. In discharging this responsibility, the Committee shall: (a) Evaluate the tone at the top and management's c

Section 5.8 — Delegation of Authority Matrix Oversight The Committee shall oversee the DOA Matrix as it pertains to risk-related authority categories. In discharging this responsibility, the Committee shall: (a) Review and recommend to the Board any amendments to the DOA Matrix as it pertains to risk-related authority categories, including claims-settlement authority, reinsurance authority, litigation-settlement auth

ARTICLE VI — COORDINATION WITH OTHER BOARD COMMITTEES

Section 6.1 — Coordination with the Audit Committee The Committee shall coordinate with the Audit Committee of the Board (currently chaired by Dr. Lilian Fong-Archer) to avoid duplication of effort and to ensure comprehensive coverage of risk and control matters. Areas of coordination between the Committee and the Audit Committee include, without limitation: (a) ERM Framework Oversight. The Committee and the Audit Co

Section 6.2 — Coordination with the Technology & Cybersecurity Oversight Committee The Committee shall coordinate with the Technology & Cybersecurity Oversight Committee of the Board (proposed Chairperson: Priya Narasimhan) on matters where technology, cybersecurity, and data-privacy risks intersect with the Company's broader enterprise risk profile. Areas of coordination include, without limitation: (a) Cybersecurit

Section 6.3 — Coordination with the Investment Committee The Committee shall coordinate with the Investment Committee of the Board (currently chaired by Jonathan K. Whitmore) on investment risk matters, including credit risk, market risk, interest rate risk, and liquidity risk in the Company's investment portfolio. As of the end of fiscal year 2024, the Company's total invested assets were approximately $16.4 billion

Section 6.4 — Coordination with the Compensation & Human Capital Committee The Committee shall provide input to the Compensation & Human Capital Committee of the Board (currently chaired by Claudia M. Severin) on risk-related aspects of compensation design. Specifically, the Committee shall evaluate and provide input on whether the Company's compensation programs, including incentive compensation arrangements for sen

Section 7.1 — Reports to the Board The Chairperson shall report to the full Board on the Committee's activities, findings, and recommendations at each regularly scheduled Board meeting, and not less frequently than quarterly. Reports to the Board shall include, at a minimum: (a) A summary of key risks discussed by the Committee during the reporting period; (b) The status of risk mitigation actions and any open action

Section 7.2 — Reports from Management The Committee shall receive regular reports from management, including, at a minimum, the following: (a) The Chief Risk Officer (or equivalent senior officer), who shall report on the overall status of the ERM Framework, key risk exposures, key risk indicators, and risk mitigation activities; (b) The Chief Compliance Officer (Ivan D. Pruett), who shall report on regulatory and co

Section 7.3 — External Advisor Reports The Committee may request and receive reports from external advisors retained by the Committee or by the Company, including but not limited to risk management consultants, actuarial firms, regulatory consultants (such as Broadleaf Insurance Regulatory Consultants, LLC), catastrophe modeling firms, and outside legal counsel. The Committee shall have the authority to direct the sc

ARTICLE VIII — ANNUAL SELF-EVALUATION The Committee shall conduct an annual self-evaluation of its performance, including an assessment of the adequacy of this Charter. The self-evaluation shall assess whether the Committee has fulfilled its responsibilities as set forth in this Charter, whether the Committee's composition, meeting frequency, and processes are appropriate and effective, and whether there are areas in

ARTICLE IX — LIMITATION ON COMMITTEE'S ROLE While the Committee has the responsibilities and authority set forth in this Charter, it is not the duty of the Committee to plan, manage, or conduct the Company's risk management activities. Management of the Company, including the Chief Executive Officer, the Chief Risk Officer, the Chief Compliance Officer, and the officers and employees of the Company's subsidiaries, is

ARTICLE X — AMENDMENT This Charter may be amended, modified, or restated by the Board at any time and from time to time, by resolution duly adopted at a meeting of the Board at which a quorum is present or by unanimous written consent of the Board. No amendment to this Charter shall require the approval of the shareholders of the Company unless otherwise required by applicable law or the rules of the NYSE. The Commit

ARTICLE XI — EFFECTIVE DATE AND HISTORY This Amended and Restated Charter is effective as of its adoption by the Board on December 11, 2025. Charter History: No interim amendments were adopted between the original adoption date of February 12, 2016, and the adoption of this Amended and Restated Charter on December 11, 2025. This Amended and Restated Charter represents the first substantive update to the Risk Committe