Contract analysis

1. Introduction and Engagement Overview Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Quorum Insurance Holdings Corp., a Delaware corporation ("Quorum," "QIH," or the "Company," NYSE: QIHC), to serve as outside counsel in connection with a comprehensive overhaul of the Company's board committee charters and delegation-of-authority framework (the "Engagement"). This Engagement

2. Background The Company's existing governance documentation was originally developed and adopted over a multi-year period and has been subject to periodic, but not comprehensive, review and amendment. The following background is relevant to understanding the need for and scope of the Engagement. Committee Charters. The Company currently maintains five standing board committee charters: (i) the Audit Committee Chart

3. Scope of Work The Firm will provide the following legal services in connection with the Engagement. The scope of work is organized by workstream and reflects the deliverables discussed and agreed upon during the Firm's preliminary discussions with the Company. 3.1 Review and Restatement of Existing Committee Charters The Firm will conduct a comprehensive review and restatement of all five existing standing committ

4. Engagement Team The following attorneys are assigned to the Engagement and will be responsible for performing the legal services described herein: Ms. Forsythe will serve as the Responsible Partner with overall responsibility for the quality, timeliness, and strategic direction of the Engagement. Ms. Forsythe will be the primary point of contact for the Company on all substantive matters relating to the Engagement

5. Estimated Fees and Expenses 5.1 Professional Fees All professional fees for legal services rendered in connection with this Engagement will be charged on an hourly basis at the rates specified in Section 4 above. Fees will be calculated based on the actual time spent by each attorney on the Engagement, recorded in increments of one-tenth (0.1) of an hour. The Firm estimates that total professional fees for the Eng

6. Billing and Payment Terms 6.1 Invoicing. The Firm will render invoices on a monthly basis, generally within fifteen (15) business days following the end of each calendar month. Each invoice will contain: (a) a summary of professional time by attorney, including the name of the attorney, the date on which services were performed, a narrative description of the services rendered, the time spent, and the applicable h

7. Anticipated Timeline The Firm anticipates the following target milestones for the Engagement. The timeline has been developed in consultation with the Company and is designed to permit adoption of the governance overhaul package at the Board of Directors' regularly scheduled December meeting. The timeline set forth above is subject to adjustment based on the Company's availability, the scheduling of committee meet

8. Client Identification and Responsibilities 8.1 Client. The Firm's client in this Engagement is Quorum Insurance Holdings Corp. only. The Firm does not represent, and is not engaged by, any individual director, officer, employee, or shareholder of the Company, nor does the Firm represent any subsidiary of the Company (including Quorum Property & Casualty Insurance Company, Lone Star Specialty Insurance Company, Gre

9. Confidentiality The Firm will maintain the confidentiality of all non-public information received from the Company in connection with this Engagement, in accordance with the applicable rules of professional conduct, including the New York Rules of Professional Conduct, Rule 1.6 (Confidentiality of Information). The Firm's obligations of confidentiality apply to all information relating to the representation, regar

10. Attorney-Client Privilege and Work Product Communications between the Firm and the Company in connection with this Engagement are intended to be protected by the attorney-client privilege and the work-product doctrine to the fullest extent permitted by applicable law. The attorney-client privilege attaches to confidential communications made between the Firm and the Company for the purpose of seeking or providing

11. Conflicts of Interest The Firm has conducted a conflict-of-interest check in accordance with its standard conflict-clearance procedures and with the requirements of the New York Rules of Professional Conduct, Rules 1.7 (Conflict of Interest: Current Clients) and 1.9 (Duties to Former Clients). Based on the results of this conflict check, the Firm has not identified any conflicts of interest that would prevent the

12. Document Retention Upon completion of the Engagement, the Firm will retain copies of all documents and work product generated in connection with the Engagement in accordance with the Firm's standard document-retention policies. The Firm's current retention period for closed matter files is ten (10) years from the date of matter closing, after which time the Firm may dispose of such files without further notice to

13. Termination Either party may terminate this Engagement upon thirty (30) days' prior written notice to the other party. Such notice shall be delivered in accordance with the notice provisions set forth herein. Termination of the Engagement shall not affect the Company's obligation to pay for all fees incurred and disbursements made through the effective date of termination. In the event of termination, the Company

14. Limitation of Liability The Firm's aggregate liability to the Company in connection with this Engagement, whether based on contract, tort, negligence, strict liability, or any other theory of liability, shall not exceed the total amount of professional fees actually paid by the Company to the Firm for the Engagement. In no event shall the Firm be liable to the Company for any consequential, incidental, indirect,

15. Governing Law and Dispute Resolution This Engagement Letter shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-law principles. The application of Delaware law is appropriate given that the Company is incorporated in Delaware and the substantive legal work performed under this Engagement is principally governed by the Delaware General Corporat

16. Entire Agreement; Amendments This Engagement Letter constitutes the entire agreement between the Firm and the Company with respect to the subject matter of the Engagement and supersedes all prior and contemporaneous negotiations, representations, agreements, and understandings, whether oral or written, relating to the Engagement. Neither party has relied on any representation or warranty not expressly set forth i

17. Acceptance We are delighted at the prospect of working with you and the Quorum team on this important governance initiative. We are confident that the governance overhaul will position the Company at the forefront of best practices among its peers and will be well received by the Company's shareholders, regulators, and other stakeholders. Please confirm the Company's acceptance of the terms and conditions of this