Assurant 2004 Employee Stock Purchase Plan

ASSURANT, INC.


2004 EMPLOYEE STOCK PURCHASE PLAN


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ASSURANT, INC.
2004 EMPLOYEE STOCK PURCHASE PLAN


TABLE OF CONTENTS


ARTICLE I - BACKGROUND.................................................1


1.1 Establishment of the Plan.................................1
1.2 Applicability of the Plan.................................1
1.3 Purpose...................................................1


ARTICLE II - DEFINITIONS...............................................1


2.1 Administrator.............................................1
2.2 Board.....................................................1
2.3 Code......................................................1
2.4 Committee.................................................1
2.5 Common Stock..............................................2
2.6 Company...................................................2
2.7 Compensation..............................................2
2.8 Contribution Account......................................2
2.9 Direct Registration System................................2
2.10 Effective Date............................................2
2.11 Eligible Employee.........................................2
2.12 Employee..................................................2
2.13 Employer..................................................2
2.14 Fair Market Value.........................................2
2.15 Offering Date.............................................2
2.16 Offering Period...........................................2
2.17 Option....................................................3
2.18 Participant...............................................3
2.19 Plan......................................................3
2.20 Purchase Date.............................................3
2.21 Purchase Price............................................3
2.22 Request Form..............................................3
2.23 Stock Account.............................................3
2.24 Subsidiary................................................3
2.25 Trading Date..............................................3


ARTICLE III - ELIGIBILITY AND PARTICIPATION............................3


3.1 Eligibility...............................................3
3.2 Participation.............................................4
3.3 Leave of Absence..........................................4


ARTICLE IV - STOCK AVAILABLE...........................................4


4.1 In General................................................4


4.2 Adjustment in Event of Changes in Capitalization..........5
4.3 Dissolution or Liquidation................................5
4.4 Merger or Asset Sale......................................5


ARTICLE V. - OPTION PROVISIONS.........................................5


5.1 Purchase Price............................................5
5.2 Calendar Year $25,000 Limit...............................6
5.3 Offering Period Limit.....................................6


ARTICLE VI - PURCHASING COMMON STOCK...................................6


6.1 Participant's Contribution and Stock Accounts.............6
6.2 Payroll Deductions, Dividends.............................7
6.3 Discontinuance............................................7
6.4 Leave of Absence; Transfer of Ineligible Status...........7
6.5 Automatic Exercise........................................8
6.6 Listing, Registration, and Qualification of Shares........8


ARTICLE VII - WITHDRAWALS, DISTRIBUTIONS...............................8


7.1 Discontinuance of Deductions; Leave of Absence; Transfer
to Ineligible Status......................................8
7.2 In-Service Withdrawals....................................8
7.3 Termination of Employment for Reasons Other Than Death....9
7.4 Death.....................................................9
7.5 Registration..............................................9


ARTICLE VIII - AMENDMENT AND TERMINATION...............................10


8.1 Amendment.................................................10
8.2 Termination...............................................10


ARTICLE IX - MISCELLANEOUS.............................................10


9.1 Employment Rights.........................................10
9.2 Tax Withholding...........................................10
9.3 Rights Not Transferable...................................10
9.4 No Repurchase of Stock by Company.........................11
9.5 Governing Law.............................................11
9.6 Indemnification...........................................11


ASSURANT, INC.
2004 EMPLOYEE STOCK PURCHASE PLAN


ARTICLE I
BACKGROUND


1.1 ESTABLISHMENT OF THE PLAN. Assurant, Inc. (the "Company") hereby establishes a stock purchase plan to be known as the "Assurant, Inc. 2004 Employee Stock Purchase Plan" (the "Plan"), as set forth in this document. The Plan is intended to be a qualified employee stock purchase plan within the meaning of Section 423 of the Internal Revenue Code of 1986, as amended, and the regulations and rulings thereunder.


1.2 APPLICABILITY OF THE PLAN. The provisions of this Plan are applicable only to certain individuals who, on or after the Effective Date (as defined herein), are employees of the Company and its Subsidiaries participating in the Plan. The Committee shall indicate from time to time which of its Subsidiaries, if any, are participating in the Plan.


1.3 PURPOSE. The purpose of the Plan is to enhance the proprietary interest among the employees of the Company and its participating subsidiaries through ownership of Common Stock of the Company.


ARTICLE II
DEFINITIONS


Whenever capitalized in this document, the following terms shall have the respective meanings set forth below.


2.1 ADMINISTRATOR. Administrator shall mean the person or persons (who may be officers or employees of the Company) selected by the Committee to operate the Plan, perform day-to-day administration of the Plan, and maintain records of the Plan.


2.2 BOARD. Board shall mean the Board of Directors of the Company or, in the case of the initial approval of the Plan, the Board of Directors of Fortis, Inc., the predecessor of the Company.


2.3 CODE. Code shall mean the Internal Revenue Code of 1986, as amended from time to time, and the regulations thereunder.


2.4 COMMITTEE. Committee shall mean a committee which consists of members of the Board and which has been designated by the Board to have the general responsibility for the administration of the Plan. Unless otherwise designated by the Board, the Compensation Committee of the Board of Directors of the Company shall serve as the Committee administering the Plan. Subject to the express provisions of the Plan, the Committee shall have plenary authority in its sole and absolute discretion to interpret and construe any and all provisions of the Plan, to adopt rules and regulations for administering the Plan, and to make all other determinations necessary or advisable for administering the Plan. The Committee's determinations on the foregoing matters shall be conclusive and binding upon all persons.


2.5 COMMON STOCK. Common Stock shall mean the common stock, par value $0.01, of the Company.


2.6 COMPANY. Company shall mean Assurant, Inc., a Delaware corporation.


2.7 COMPENSATION. Compensation shall mean, for any Participant, for any Offering Period, the Participant's gross base wages for the respective period, including salary and commissions where applicable, but subject to appropriate adjustments that would exclude items such as bonuses, overtime pay, non-cash compensation and reimbursement of moving, travel, trade or business expenses.


2.8 CONTRIBUTION ACCOUNT. Contribution Account shall mean the bookkeeping account established by the Administrator on behalf of each Participant, which shall be credited with the amounts deducted from the Participant's Compensation pursuant to Section 3.2 or Article VI. The Administrator shall establish a separate Contribution Account for each Participant for each Offering Period.


2.9 DIRECT REGISTRATION SYSTEM. Direct Registration System shall mean a direct registration system approved by the Securities and Exchange Commission and by the New York Stock Exchange or any other securities exchange on which the Common Stock is then listed, whereby shares of Common Stock may be registered in the holder's name in book-entry form on the books of the Company.


2.10 EFFECTIVE DATE. Effective Date shall mean the first July 1 or January 1 next following the closing date of the initial public offering of the Common Stock pursuant to an effective registration statement filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended.


2.11 ELIGIBLE EMPLOYEE. An Employee eligible to participate in the Plan pursuant to Section 3.1.


2.12 EMPLOYEE. Employee shall mean an individual employed by an Employer who meets the employment relationship described in Treasury Regulation Sections 1.423-2(b) and Section 1.421-7(h).


2.13 EMPLOYER. Employer shall mean the Company and any Subsidiary designated from time to time by the Board or the Committee as an employer participating in the Plan.


2.14 FAIR MARKET VALUE. Fair Market Value of a share of Common Stock, as of any designated date, shall mean the closing sales price of the Common Stock on the New York Stock Exchange on such date or on the last previous date on which such stock was traded.


2.15 OFFERING DATE. Offering Date shall mean the first Trading Date of each Offering Period.


2.16 OFFERING PERIOD. Offering Period shall mean the period of time during which offers to purchase Common Stock are outstanding under the Plan. The Committee shall determine the length of each Offering Period, which need not be uniform; provided that no Offering Period shall exceed twenty-four (24) months in length. Until specified otherwise by the


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Committee, the Offering Periods will be the 6-month periods beginning July 1 and January 1 of each year. No voluntary payroll deductions shall be solicited until after the effective date of a registration statement on Form S-8 filed under the Securities Act of 1933, as amended, covering the shares to be issued under the Plan.


2.17 OPTION. Option shall mean the option to purchase Common Stock granted under the Plan on each Offering Date.


2.18 PARTICIPANT. Participant shall mean any Eligible Employee who has elected to participate in the Plan under Section 3.2.


2.19 PLAN. Plan shall mean the Assurant, Inc. 2004 Employee Stock Purchase Plan, as amended and in effect from time to time.


2.20 PURCHASE DATE. Purchase Date shall mean the last Trading Date of each Offering Period.


2.21 PURCHASE PRICE. Purchase Price shall mean the purchase price of Common Stock determined under Section 5.1.


2.22 REQUEST FORM. Request Form shall mean an Employee's authorization either in writing on a form approved by the Administrator or through electronic communication approved by the Administrator which specifies the Employee's payroll deduction in accordance with Section 6.2, and contains such other terms and provisions as may be required by the Administrator.


2.23 STOCK ACCOUNT. Stock Account shall mean the account established by the Administrator on behalf of each Participant, which shall be credited with shares of Common Stock purchased pursuant to the Plan and dividends thereon (which may be reinvested in shares of Common Stock), until such shares are distributed in accordance with Article VII of the Plan.


2.24 SUBSIDIARY. Subsidiary shall mean any present or future corporation which is a "subsidiary corporation" of the Company as defined in Code Section 424(f).


2.25 TRADING DATE. Trading Date shall mean a date on which shares ...