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 . The Committee shall ensure that the portfolio is managed in a manner consistent with the Company's Investment Policy Statement, applicable legal and regulatory requirements, and sound in

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. The Committee recognizes that its role is one of oversight. The management of the Company's day-to-day investment operations is the responsibility of the Company's officers and management, including the Chief Invest

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 least one (1) member of the Committee shall have significant professional experience in investment management, asset allocation, portfolio construction, or financial markets oversight, as determined by the Board. In appointing

Section 2.3 — Chair The Board shall designate one member of the Committee to serve as Chair of the Committee (the "Chair"). The Chair shall preside at all meetings of the Committee, establish the agenda for each meeting in consultation with management and other Committee members, and serve as the principal liaison between the Committee and the full Board on all investment-related matters. In the absence of the Chair

Section 2.4 — Appointment and Term Members of the Committee shall be appointed

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.

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 Members of the Committee may participate in meetings by means of telephone conference, video conference, or other communications equipment by which all persons participating in the meeting can hear each other, and participation by such means shall constitute presence in person at such meeting for all purposes, including the determination of a quorum.

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.

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, The IPS shall address the investment objectives and constraints applicable to the consolidated investment portfolio as well as the specific requirements and restrictions applicable

Section 4.2 — Delegation of Investment Authority The Committee shall exercise the investment authority delegated to it by the Board (a) Single-Issuer Exposure. The authority to approve single-issuer credit exposures of up to million. (b) Portfolio Rebalancing and Asset-Class Reallocations. The authority to approve portfolio rebalancing transactions and asset-class reallocations including tactical adjustments to asset

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.

Section 4.4 — External Investment Managers and Advisors The Committee shall oversee the selection, appointment, and performance evaluation of all external investment managers 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) Establish and periodically review criteria for the selection an

Section 4.5 — Risk Oversight — Investment-Related Risks The Committee shall monitor and evaluate investment-related risks on an ongoing basis ARTICLE — EFFECTIVE DATE This Charter is effective as of , 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