Contract analysis

ARTICLE I — PURPOSE The Compensation & Human Capital Committee (the "Committee") is a standing committee of the Board of Directors (the "Board") of Quorum Insurance Holdings Corp., a Delaware corporation (the "Company," NYSE: QIHC). The Committee is established pursuant to Article III, Section 3.3 of the Company's Amended and Restated Bylaws the Company's Amended & Restated Corporate Governance Guidelines. The purpos

1. To discharge the responsibilities of the Board relating to the compensation of the Company's executive officers and directors, and to ensure that such compensation is consistent with the Company's compensation philosophy, competitive practice, and applicable regulatory requirements;

2. To oversee the Company's overall compensation philosophy, policies, and programs, including the design and administration of the Company's incentive compensation and equity-based plans, and to ensure that such policies and programs are aligned with the long-term interests of the Company's shareholders; To produce the annual Compensation Committee Report as required by the rules and regulations of the Securities an

ARTICLE II — COMPOSITION AND MEMBERSHIP

Section 2.1 — Size The Committee shall consist of no fewer than three (3) members of the Board. The Board may, from time to time, increase or decrease the number of members of the Committee, provided that the Committee shall at all times consist of at least three (3) members. The Board shall determine the size of the Committee in its discretion, taking into account the scope of the Committee's responsibilities, the q

Section 2.2 — Independence Requirements Each member of the Committee shall satisfy all of the following independence requirements: (a) Each member shall satisfy the independence requirements of In affirmatively determining the independence of any director who will serve on the Committee, the Board shall consider all factors specifically relevant to determining whether a director has a relationship to the Company that

Section 2.3 — Appointment and Removal Members of the Committee shall be appointed by the Board upon the recommendation of the Nominating & Corporate Governance Committee . In making its recommendation, the Nominating & Corporate Governance Committee shall consider the qualifications, experience, and independence of each proposed member, as well as the desirability of continuity of service and the overall composition

Section 2.4 — Chair The Board shall designate one member of the Committee as Chair of the Committee. The Chair shall be responsible for presiding at all meetings of the Committee, setting the agenda for each meeting (in consultation with the General Counsel & Corporate Secretary), and reporting the Committee's activities and recommendations to the full Board.

Section 3.1 — General Authority The Committee shall have full authority to carry out the purposes, duties, and responsibilities set forth in this Charter and as otherwise delegated to the Committee by the Board from time to time. The Committee's authority shall include the authority to take all actions that it deems necessary or appropriate to fulfill its responsibilities, including the authority to adopt rules and p

Section 3.2 — Authority to Retain Advisors

Section 3.3 — Access to Information and Personnel The Committee shall have full and unrestricted access to all books, records, facilities, and personnel of the Company and its subsidiaries as the Committee considers necessary or appropriate to carry out its responsibilities under this Charter.

ARTICLE IV — DUTIES AND RESPONSIBILITIES The following is a list of the principal recurring duties and responsibilities of the Committee. The Committee may, in its discretion, undertake additional activities as it deems appropriate or as may be requested by the Board. The Committee shall have the authority and responsibility to carry out the following:

Section 4.1 — Executive Compensation (a) CEO Compensation. The Committee shall review and approve corporate goals and objectives relevant to the compensation of the Chief Executive Officer of the Company , evaluate the CEO's performance in light of those goals and objectives, and, based on such evaluation, set the CEO's compensation level, including base salary, annual incentive compensation, long-term incentive comp

Section 4.2 — Incentive Compensation and Equity-Based Plans The Committee shall the Company's incentive compensation plans, equity-based plans, and other compensation plans, including the authority to interpret such plans, establish rules and regulations for their administration, and grant awards thereunder, in accordance with the terms of such plans and applicable law. Section — Director Compensation The Committee s

ARTICLE V — MEETINGS AND PROCEDURES

Section 5.1 — Frequency The Committee shall meet at least Meetings may be called by the Chair of the Committee, by any two members of the Committee, or by the Chair of the Board.

Section 5.2 — Agenda and Notice The Chair of the Committee shall establish the agenda for each meeting of the Committee . Any member of the Committee may request that an item be added to the agenda of a meeting.

Section 5.3 — 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. Section — Minutes and Reporting The Committee shall maintain minutes or other records of its meetings and actions, which shall be filed with the minutes of the Board of Directors. ARTICLE — AMENDMENT This Charter may be amended or modified a