ASSURANT INC - Amazon Web Services

ASSURANT INC

FORM 10-Q(Quarterly Report)

Filed 08/05/10 for the Period Ending 06/30/10

CIK 0001267238

Symbol AIZSIC Code 6321 - Accident and Health Insurance

Industry Insurance (Life)Sector Financial

Fiscal Year 12/31

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 10-Q

For the quarterly period ended June 30, 2010

OR

For the transition period from to

Assurant, Inc. (Exact name of registrant as specified in its charter)

One Chase Manhattan Plaza, 41st Floor New York, New York 10005

(212) 859-7000 (Address, including zip code, and telephone number, including

area code, of Registrant’s Principal Executive Offices)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES � NO �

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES � NO �

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES � NO �

The number of shares of the registrant’s Common Stock outstanding at August 2, 2010 was 106,541,540.

� � � � Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

� � � � Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Delaware 001-31978 39-1126612 (State or other jurisdiction

of incorporation) (Commission File Number)

(I.R.S. Employer Identification No.)

Large accelerated filer � Accelerated filer �

Non-accelerated filer � (Do not check if a smaller reporting company) Smaller reporting company �

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ASSURANT, INC. QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2010

TABLE OF CONTENTS

Amounts are presented in United States of America (“U.S.”) dollars and all amounts are in thousands, except number of shares and per share amounts.

1

Item Number

Page Number

PART I FINANCIAL INFORMATION

1. Financial Statements of Assurant, Inc.:

Consolidated Balance Sheets (unaudited) at June 30, 2010 and December 31, 2009 2

Consolidated Statement of Operations (unaudited) for the three and six months ended June 30, 2010 and 2009 4

Consolidated Statement of Changes in Stockholders’ Equity (unaudited) from December 31, 2009 through June 30, 2010 5

Consolidated Statement of Cash Flows (unaudited) for the six months ended June 30, 2010 and 2009 6

Notes to Consolidated Financial Statements (unaudited) for the six months ended June 30, 2010 and 2009 7

2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 34

3. Quantitative and Qualitative Disclosures About Market Risk 53

4. Controls and Procedures 53

PART II OTHER INFORMATION

1. Legal Proceedings 54

1A. Risk Factors 54

2. Unregistered Sale of Equity Securities and Use of Proceeds 55

6. Exhibits 56

Signatures 57

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Assurant, Inc. Consolidated Balance Sheets (unaudited) At June 30, 2010 and December 31, 2009

See the accompanying notes to the consolidated financial statements

2

June 30, 2010 December 31, 2009

(in thousands except number

of shares and per share amounts) Assets

Investments:

Fixed maturity securities available for sale, at fair value (amortized cost—$10,027,749 in 2010 and $9,684,083 in 2009) $ 10,651,689 $ 9,966,772

Equity securities available for sale, at fair value

(cost - $480,189 in 2010 and $514,349 in 2009) 475,646 512,987 Commercial mortgage loans on real estate, at amortized cost 1,376,226 1,428,027 Policy loans 56,169 56,407 Short-term investments 416,815 453,469 Collateral held under securities lending 133,618 218,129 Other investments 578,583 522,041

Total investments 13,688,746 13,157,832

Cash and cash equivalents 1,003,723 1,318,552 Premiums and accounts receivable, net 523,657 507,933 Reinsurance recoverables 4,661,346 4,212,863 Accrued investment income 161,790 155,757 Deferred acquisition costs 2,422,906 2,504,654 Property and equipment, at cost less accumulated depreciation 272,922 275,420 Deferred income taxes, net 47,371 167,240 Goodwill 924,426 926,398 Value of business acquired 88,316 94,632 Other assets 547,992 548,183 Assets held in separate accounts 1,772,135 1,972,332

Total assets $ 26,115,330 $ 25,841,796

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Assurant, Inc. Consolidated Balance Sheets (unaudited) At June 30, 2010 and December 31, 2009


3

June 30, 2010 December 31, 2009

(in thousands except number of shares and per share amounts)

Liabilities

Future policy benefits and expenses $ 7,804,668 $ 7,349,633 Unearned premiums 4,963,981 5,153,564 Claims and benefits payable 3,343,642 3,366,327 Commissions payable 222,761 218,060 Reinsurance balances payable 213,372 95,413 Funds held under reinsurance 47,730 49,417 Deferred gain on disposal of businesses 152,794 164,899 Obligation under securities lending 134,758 220,279 Accounts payable and other liabilities 1,401,361 1,388,279 Tax payable 39,690 30,126 Debt 972,110 972,058 Mandatorily redeemable preferred stock 8,160 8,160 Liabilities related to separate accounts 1,772,135 1,972,332

Total liabilities 21,077,162 20,988,547

Commitments and contingencies (Note 14)

Stockholders’ equity

Common stock, par value $0.01 per share, 800,000,000 shares authorized, 107,549,644 and 116,648,714 shares outstanding at June 30, 2010 and December 31, 2009, respectively 1,451 1,447

Additional paid-in capital 2,973,431 2,962,883 Retained earnings 3,340,900 3,054,466 Accumulated other comprehensive income 278,151 65,925 Treasury stock, at cost; 37,612,678 and 28,119,993 shares at June 30, 2010 and December 31, 2009,

respectively (1,555,765 ) (1,231,472 )

Total stockholders’ equity 5,038,168 4,853,249

Total liabilities and stockholders’ equity $ 26,115,330 $ 25,841,796

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Assurant, Inc. Consolidated Statement of Operations (unaudited)

Three and Six Months Ended June 30, 2010 and 2009


4

Three Months Ended

June 30, Six Months Ended

June 30, 2010 2009 2010 2009

(in thousands except number of shares and per share amounts)

Revenues

Net earned premiums and other considerations $ 1,849,895 $ 1,875,866 $ 3,756,538 $ 3,750,445 Net investment income 175,196 174,932 349,210 353,411 Net realized gains (losses) on investments, excluding other-than-

temporary impairment losses 21,107 (1,828 ) 26,425 (32,078 ) Total other-than-temporary impairment losses (973 ) (3,341 ) (1,879 ) (28,780 ) Portion of net gain recognized in other comprehensive

income, before taxes (982 ) (973 ) (921 ) (973 )

Net other-than-temporary impairment losses recognized in earnings (1,955 ) (4,314 ) (2,800 ) (29,753 )

Amortization of deferred gain on disposal of businesses 6,024 6,750 12,105 13,552 Fees and other income 90,027 222,203 166,672 305,909

Total revenues 2,140,294 2,273,609 4,308,150 4,361,486

Benefits, losses and expenses

Policyholder benefits 905,316 989,402 1,833,312 1,949,744 Amortization of deferred acquisition costs and value of business

acquired 362,117 398,493 767,301 786,287 Underwriting, general and administrative expenses 604,244 589,036 1,175,393 1,155,721 Interest expense 15,161 15,160 30,322 30,349

Total benefits, losses and expenses 1,886,838 1,992,091 3,806,328 3,922,101

Income before provision for income taxes 253,456 281,518 501,822 439,385 Provision for income taxes 88,781 88,196 179,924 165,482

Net income $ 164,675 $ 193,322 $ 321,898 $ 273,903

Earnings Per Share

Basic $ 1.47 $ 1.63 $ 2.82 $ 2.32 Diluted $ 1.46 $ 1.63 $ 2.80 $ 2.31 Dividends per share $ 0.16 $ 0.15 $ 0.31 $ 0.29

Share Data

Weighted average shares outstanding used in basic per share calculations 111,893,858 118,482,958 114,341,824 118,188,879

Plus: Dilutive securities 821,259 245,346 749,408 246,152

Weighted average shares used in diluted per share calculations 112,715,117 118,728,304 115,091,232 118,435,031

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Assurant, Inc. Consolidated Statement of Stockholders’ Equity (unaudited)

From December 31, 2009 through June 30, 2010


5

Common

Stock

Additional Paid-in Capital

Retained Earnings

Accumulated Other

Comprehensive

Income Treasury

Stock Total (in thousands except number of shares and per share amounts)

Balance, December 31, 2009 $ 1,447 $ 2,962,883 $ 3,054,466 $ 65,925 $ (1,231,472 ) $ 4,853,249 Stock plan exercises 4 44 — — — 48 Stock plan compensation expense — 16,994 — — — 16,994 Change in tax benefit from share-based payment

arrangements — (6,490 ) — — — (6,490 ) Dividends — — (35,464 ) — — (35,464 ) Acquisition of common stock — — — — (324,293 ) (324,293 ) Comprehensive income:

Net income — — 321,898 — — 321,898 Other comprehensive income:

Net change in unrealized gains on securities, net of taxes of $(113,044) — — — 221,440 — 221,440

Net change in other-than- temporary impairment gains recognized in other comprehensive income, net of taxes of $(1,609) — — — 2,987 — 2,987

Net change in foreign currency translation, net of taxes of $(15) — — — (16,751 ) — (16,751 )

Amortization of pension and postretirement unrecognized net periodic benefit cost, net of taxes of $(2,450) — — — 4,550 — 4,550

Total other comprehensive income — — — — — 212,226

Total comprehensive income — — — — — 534,124

Balance, June 30, 2010 $ 1,451 $ 2,973,431 $ 3,340,900 $ 278,151 $ (1,555,765 ) $ 5,038,168

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Assurant, Inc. Consolidated Statement of Cash Flows (unaudited)

Six Months Ended June 30, 2010 and 2009


6

Six Months Ended

June 30, 2010 2009 (in thousands)

Net cash provided by (used in) operating activities $ 318,284 $ (173,757 )

Investing activities

Sales of:

Fixed maturity securities available for sale 903,107 442,656 Equity securities available for sale 52,130 25,636 Property and equipment and other 46 286

Maturities, prepayments, and scheduled redemption of:

Fixed maturity securities available for sale 338,003 321,681 Purchases of:

Fixed maturity securities available for sale (1,557,907 ) (974,824 ) Equity securities available for sale (15,965 ) (11,634 ) Property and equipment and other (27,832 ) (28,062 ) Subsidiary, net of cash transferred (6,735 ) —

Change in commercial mortgage loans on real estate 45,053 32,553 Change in short-term investments 36,804 183,343 Change in other invested assets (40,318 ) (19,081 ) Change in policy loans 240 1,644 Change in collateral held under securities lending 85,521 31,732

Net cash (used in) provided by investing activities (187,853 ) 5,930

Financing activities

Repayment of mandatorily redeemable preferred stock — (3,000 ) Change in tax benefit from share-based payment arrangements (6,490 ) (1,532 ) Acquisition of common stock (312,814 ) — Dividends paid (35,464 ) (34,260 ) Change in obligation under securities lending (85,521 ) (31,732 )

Net cash used in financing activities (440,289 ) (70,524 )

Effect of exchange rate changes on cash and cash equivalents (4,971 ) 6,849

Change in cash and cash equivalents (314,829 ) (231,502 ) Cash and cash equivalents at beginning of period 1,318,552 1,040,684

Cash and cash equivalents at end of period $ 1,003,723 $ 809,182

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Assurant, Inc. Notes to Consolidated Financial Statements (unaudited)

Six Months Ended June 30, 2010 and 2009 (In thousands, except number of shares and per share amounts)

1. Nature of Operations

Assurant, Inc. (the “Company”) is a holding company whose subsidiaries provide specialized insurance products and related services in North America and select worldwide markets.

The Company is traded on the New York Stock Exchange under the symbol AIZ.

Through its operating subsidiaries, the Company provides creditor-placed homeowners insurance, manufactured housing homeowners insurance, debt protection administration, credit-related insurance, warranties and service contracts, individual health and small employer group health insurance, group dental insurance, group disability insurance, group life insurance and pre-funded funeral insurance.

2. Basis of Presentation

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Accordingly, these statements do not include all of the information and footnotes required by GAAP for complete financial statements.

The interim financial data as of June 30, 2010 and for the three and six months ended June 30, 2010 and 2009 is unaudited; in the opinion of management, the interim data includes all adjustments, consisting only of normal recurring adjustments, necessary to a fair statement of the results for the interim periods. The unaudited interim consolidated financial statements include the accounts of the Company and all of its wholly owned subsidiaries. All inter-company transactions and balances are eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the 2010 presentation.

Operating results for the three and six months ended June 30, 2010 are not necessarily indicative of the results that may be expected for the year ending December 31, 2010. The accompanying unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.

3. Recent Accounting Pronouncements

Recent Accounting Pronouncements - Adopted

On January 1, 2010, the Company adopted the new guidance on transfers of financial assets. This new guidance amends the derecognition guidance and eliminates the exemption from consolidation for qualifying special-purpose entities. The adoption of this new guidance did not have an impact on the Company’s financial position or results of operations.

On January 1, 2010, the Company adopted the new guidance on the accounting for a variable interest entity (“VIE”). This new guidance amends the consolidation guidance applicable to VIEs to require a qualitative assessment in the determination of the primary beneficiary of the VIE, to require an ongoing reconsideration of the primary beneficiary, to amend the events that trigger a reassessment of whether an entity is a VIE and to change the consideration of kick-out rights in determining if an entity is a VIE. The adoption of this new guidance did not have an impact on the Company’s financial position or results of operations.

Recent Accounting Pronouncements - Not Yet Adopted

In September 2009, the Financial Accounting Standards Board issued new guidance on multiple deliverable revenue arrangements. This new guidance requires entities to use their best estimate of the selling price of a deliverable within a multiple deliverable revenue arrangement if the entity and other entities do not sell the deliverable separate from the other deliverables within the arrangement. In addition it requires both qualitative and quantitative disclosures. This new guidance is effective for new or materially modified arrangements in fiscal years beginning on or after June 15, 2010. Earlier application is permitted as of the beginning of a fiscal year. The Company did not apply the guidance early, thus it is required to adopt this new guidance on January 1, 2011. The adoption of this new guidance will not have an impact on the Company’s financial position or results of operations.

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4. Investments

The following tables show the cost or amortized cost, gross unrealized gains and losses, fair value and other-than-temporary impairment (“OTTI”) of our fixed maturity and equity securities as of the dates indicated:

8

June 30, 2010

Cost or

Amortized Cost

Gross Unrealized

Gains

Gross Unrealized

Losses Fair Value

OTTI in AOCI

(1)

Fixed maturity securities:

United States Government and government agencies and authorities $ 143,964 $ 7,494 $ (131 ) $ 151,327 $ — States, municipalities and political subdivisions 856,138 56,446 (713 ) 911,871 — Foreign governments 577,923 28,177 (1,862 ) 604,238 — Asset-backed 43,921 2,606 (146 ) 46,381 1,026 Commercial mortgage-backed 114,201 5,333 (14 ) 119,520 — Residential mortgage-backed 837,772 43,441 (616 ) 880,597 1,862 Corporate 7,453,830 556,957 (73,032 ) 7,937,755 11,361

Total fixed maturity securities $ 10,027,749 $ 700,454 $ (76,514 ) $ 10,651,689 $ 14,249

Equity securities:

Common stocks $ 1,026 $ 294 $ (15 ) $ 1,305 $ — Non-redeemable preferred stocks 479,163 27,863 (32,685 ) 474,341 —

Total equity securities $ 480,189 $ 28,157 $ (32,700 ) $ 475,646 $ —

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The cost or amortized cost and fair value of fixed maturity securities at June 30, 2010 by contractual maturity are shown below. Expected maturities may differ from contractual maturities because issuers of the securities may have the right to call or prepay obligations with or without call or prepayment penalties.

9

December 31, 2009

Cost or Amortized

Cost

Gross Unrealized

Gains

Gross Unrealized

Losses Fair Value

OTTI in AOCI

(1)


United States Government and government agencies and authorities $ 115,268 $ 5,135 $ (73 ) $ 120,330 $ — States, municipalities and political subdivisions 873,548 42,499 (5,979 ) 910,068 — Foreign governments 558,254 19,352 (4,779 ) 572,827 — Asset-backed 51,834 2,599 (470 ) 53,963 833 Commercial mortgage-backed 159,780 1,589 (1,462 ) 159,907 — Residential mortgage-backed 685,373 29,224 (2,594 ) 712,003 123 Corporate 7,240,026 325,646 (127,998 ) 7,437,674 8,697

Total fixed maturity securities $ 9,684,083 $ 426,044 $ (143,355 ) $ 9,966,772 $ 9,653

Equity securities:

Common stocks $ 5,493 $ 285 $ (1,249 ) $ 4,529 $ — Non-redeemable preferred stocks 508,856 31,657 (32,055 ) 508,458 —

Total equity securities $ 514,349 $ 31,942 $ (33,304 ) $ 512,987 $ —

(1) Represents the amount of other-than-temporary impairment gains in accumulated other comprehensive income (“AOCI”), which, from April 1, 2009, were not included in earnings under the OTTI guidance for debt securities.

Cost or Amortized

Cost Fair

Value

Due in one year or less $ 566,499 $ 574,543 Due after one year through five years 2,129,541 2,242,944 Due after five years through ten years 2,290,112 2,434,349 Due after ten years 4,045,703 4,353,355

Total 9,031,855 9,605,191 Asset-backed 43,921 46,381 Commercial mortgage-backed 114,201 119,520 Residential mortgage-backed 837,772 880,597

Total $ 10,027,749 $ 10,651,689

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The following table summarizes the proceeds from sales of available-for-sale securities and the gross realized gains and gross realized losses that have been included in earnings as a result of those sales.

We recorded net realized gains (losses), including other-than-temporary impairments, in the statement of operations as follows:

Other-Than-Temporary Impairments

On April 1, 2009, the Company adopted the OTTI guidance which requires entities to separate an OTTI of a debt security into two components when there are credit related losses associated with the impaired debt security for which the Company asserts that it does not have the intent to sell, and it is more likely than not that it will not be required to sell before recovery of its cost basis. Prior to April 1, 2009, the Company was required to determine whether it had the intent and ability to hold the investment for a sufficient period of time for the value to recover. When the analysis of the above factors resulted in the Company’s conclusion that declines in market values were other-than-temporary, the cost of the securities was written down to market value and the reduction in value was reflected as a realized loss in the statement of operations. Under the OTTI guidance, the amount of the OTTI related to a credit loss is recognized in earnings, and the amount of the OTTI related to other, non-credit, factors ( e.g. , interest rates, market conditions, etc.) is recorded as a component of other comprehensive income. In instances where no credit loss exists but the Company intends to sell the security or it is more likely than not that the Company will have to sell the debt security prior to the anticipated recovery, the decline in market value below amortized cost is recognized as an OTTI in earnings. In periods after the recognition of an OTTI on debt securities, the Company accounts for such securities as if they had been purchased on the measurement date of the OTTI at an amortized cost basis equal to the previous amortized cost basis less the OTTI recognized in earnings. For debt securities for which OTTI was recognized in earnings, the difference between the new amortized cost basis and the cash flows expected to be collected will be accreted or amortized into net investment income.

For the three and six months ended June 30, 2010, the Company recorded $973 and $1,879, respectively, of OTTI, of which $1,955 and $2,800, respectively, was related to credit losses and recorded as net OTTI losses recognized in earnings, with the remaining $(982) and $(921) related to all other factors and recorded as an unrealized gain component of AOCI. For the three and six

10

For the Three Months Ended

June 30, For the Six Months Ended

June 30, 2010 2009 2010 2009

Proceeds from sales $ 546,559 $ 281,069 $ 985,134 $ 475,036 Gross realized gains 17,738 7,242 31,412 12,336 Gross realized losses 1,900 2,618 4,406 39,421

Three Months Ended


June 30, 2010 2009 2010 2009

Net realized gains (losses) related to sales and other:

Fixed maturity securities $ 14,730 $ 5,088 $ 25,629 $ (3,487 ) Equity securities 1,577 (256 ) 2,741 (21,895 ) Commercial mortgage loans on real estate — — (6,772 ) — Other investments 4,800 (6,660 ) 4,827 (6,696 )

Total net realized gains (losses) related to sales and other 21,107 (1,828 ) 26,425 (32,078 )

Net realized losses related to other-than-temporary impairments:

Fixed maturity securities (1,644 ) (3,715 ) (2,489 ) (15,253 ) Equity securities (311 ) (599 ) (311 ) (14,500 )

Total net realized losses related to other-than-temporary impairments (1,955 ) (4,314 ) (2,800 ) (29,753 )

Total net realized gains (losses) $ 19,152 $ (6,142 ) $ 23,625 $ (61,831 )

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Assurant, Inc. Notes to Consolidated Financial Statements (unaudited)—(Continued)


months ended June 30, 2009, the Company recorded $3,341 and $28,780, respectively, of OTTI, of which $4,314 and $29,753, respectively, was related to credit losses and recorded as net OTTI losses recognized in earnings, with the remaining $(973) for both periods related to all other factors and recorded as an unrealized gain component of AOCI.

The following tables set forth the amount of credit loss impairments recognized within the results of operations on fixed maturity securities held by the Company as of the dates indicated, for which a portion of the OTTI loss was recognized in AOCI, and the corresponding changes in such amounts.

We regularly monitor our investment portfolio to ensure investments that may be other-than-temporarily impaired are identified in a timely fashion, properly valued, and charged against earnings in the proper period. The determination that a security has incurred an other-than-temporary decline in value requires the judgment of management. Assessment factors include, but are not limited to, the length of time and the extent to which the market value has been less than cost, the financial condition and rating of the issuer, whether any collateral is held, the intent and ability of the Company to retain the investment for a period of time sufficient to allow for recovery for equity securities and the intent to sell or whether it is more likely than not that the Company will be required to sell for fixed maturity securities. Inherently, there are risks and uncertainties involved in making these judgments. Changes in circumstances and critical assumptions such as a continued weak economy, a more pronounced economic downturn or unforeseen events which affect one or more companies, industry sectors, or countries could result in additional impairments in future periods for other-than-temporary declines in value. Any equity security whose price decline is deemed other-than-temporary is written down to its then current market value with the amount of the impairment reported as a realized loss in that period. The impairment of a fixed maturity security that the Company has the intent to sell or that it is more likely than not that the Company will be required to sell is deemed other-than-temporary and is written down to its market value at the balance sheet date with the amount of the impairment reported as a realized loss in that period. For all other-than-temporarily impaired fixed maturity securities that do not meet either of these two criteria, the Company is required to analyze its ability to recover the amortized cost of the security by calculating the net present value of projected future cash flows. For these other-than-temporarily impaired fixed maturity securities, the net amount recognized in earnings is equal to the difference between the amortized cost of the fixed maturity security and its net present value.

The Company considers different factors to determine the amount of projected future cash flows and discounting methods for corporate debt and residential and commercial mortgage-backed or asset-backed securities. For corporate debt securities, the split between the credit and non-credit losses is driven principally by assumptions regarding the amount and timing of projected future cash flows. The net present value is calculated by discounting the Company’s best estimate of projected future cash flows at the effective interest rate implicit in the security at the date of acquisition. For residential and commercial mortgage-backed and asset-backed securities, cash flow estimates, including prepayment assumptions, are based on data from widely accepted third-party data sources or internal estimates. In addition to prepayment assumptions, cash flow estimates vary based on assumptions regarding the underlying collateral including default rates, recoveries and changes in value. The net present value is calculated by discounting the Company’s best estimate of projected future cash flows at the effective interest rate implicit in the fixed maturity security prior to impairment at the balance sheet date. The discounted cash flows become the new amortized cost basis of the fixed maturity security.

11

2010 2009

Balance, March 31, $ 106,244 $ 119,022 Additions for credit loss impairments recognized in the current period on securities not previously impaired 485 1,237 Additions for credit loss impairments recognized in the current period on securities previously impaired 1,159 2,237 Reductions for increases in cash flows expected to be collected that are recognized over the remaining life of

the security (21 ) — Reductions for credit loss impairments previously recognized on securities which matured, paid down,

prepaid or were sold during the period (2,105 ) (16,262 )

Balance, June 30, $ 105,762 $ 106,234

Balance, December 31, 2009 $ 108,053 Additions for credit loss impairments recognized in the current period on securities not previously impaired 485 Additions for credit loss impairments recognized in the current period on securities previously impaired 2,004 Reductions for increases in cash flows expected to be collected that are recognized over the remaining life of

the security (284 ) Reductions for credit loss impairments previously recognized on securities which matured, paid down,

prepaid or were sold during the period (4,496 )

Balance, June 30, 2010 $ 105,762

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In periods subsequent to the recognition of an other-than-temporary impairment, the Company generally accretes the discount (or

amortizes the reduced premium) into net investment income, up to the non-discounted amount of projected future cash flows, resulting from the reduction in cost basis, based upon the amount and timing of the expected future cash flows over the estimated period of cash flows.

Realized gains and losses on sales of investments are recognized on the specific identification basis.

The investment category and duration of the Company’s gross unrealized losses on fixed maturity securities and equity securities at June 30, 2010 and December 31, 2009 were as follows:

12

June 30, 2010 Less than 12 months 12 Months or More Total

Fair Value

Unrealized

Losses Fair Value

Unrealized

Losses Fair Value

Unrealized

Losses


United States Government and government agencies and authorities $ 2,982 $ (131 ) $ — $ — $ 2,982 $ (131 )

States, municipalities and political subdivisions 12,657 (239 ) 12,269 (474 ) 24,926 (713 ) Foreign governments 38,052 (40 ) 20,477 (1,822 ) 58,529 (1,862 ) Asset-backed — — 7,667 (146 ) 7,667 (146 ) Commercial mortgage-backed — — 1,864 (14 ) 1,864 (14 ) Residential mortgage-backed 47,628 (254 ) 5,372 (362 ) 53,000 (616 ) Corporate 623,782 (17,180 ) 593,752 (55,852 ) 1,217,534 (73,032 )

Total fixed maturity securities $ 725,101 $ (17,844 ) $ 641,401 $ (58,670 ) $ 1,366,502 $ (76,514 )

Equity securities:

Common stocks $ 163 $ (15 ) $ — $ — $ 163 $ (15 ) Non-redeemable preferred stocks 82,345 (4,559 ) 155,785 (28,126 ) 238,130 (32,685 )

Total equity securities $ 82,508 $ (4,574 ) $ 155,785 $ (28,126 ) $ 238,293 $ (32,700 )

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Total gross unrealized losses represent less than 7% of the aggregate fair value of the related securities at June 30, 2010 and December 31, 2009. Approximately 21% of these gross unrealized losses have been in a continuous loss position for less than twelve months at June 30, 2010 and December 31, 2009. The total gross unrealized losses are comprised of 437 and 635 individual securities at June 30, 2010 and December 31, 2009, respectively. In accordance with its policy described above, the Company concluded that for these securities an adjustment to its results of operations for other-than-temporary impairments of the gross unrealized losses was not warranted at June 30, 2010 and December 31, 2009. These conclusions are based on a detailed analysis of the underlying credit and expected cash flows of each security. As of June 30, 2010, the gross unrealized losses that have been in a continuous loss position for twelve months or more were concentrated in the financial, industrial, and energy industries of the Company’s corporate fixed maturity securities. For these concentrations, gross unrealized losses of twelve months or more were $76,107, or 88%, of the total. The gross unrealized losses are primarily attributable to widening credit spreads associated with an underlying shift in overall credit risk premium. As of June 30, 2010, the Company did not intend to sell the securities and it was not more likely than not that the Company would be required to sell the securities before the anticipated recovery of their amortized cost basis.

Securities Lending

The Company engages in transactions in which fixed maturity securities, especially bonds issued by the U.S. government, government agencies and authorities, and U.S. corporations, are loaned to selected broker/dealers. Collateral, greater than or equal to 102% of the fair value of the securities lent, plus accrued interest, is received in the form of cash and cash equivalents held by a custodian bank for the benefit of the Company. The use of cash collateral received is unrestricted. The Company reinvests the cash collateral received, generally in investments of high credit quality that are designated as available-for-sale under the debt and equity securities guidance. The Company monitors the fair value of securities loaned and the collateral received, with additional collateral obtained, as necessary. The Company is subject to the risk of loss to the extent there is a loss on the re-investment of cash collateral.

As of June 30, 2010 and December 31, 2009, our collateral held under securities lending, of which its use is unrestricted, was $133,618 and $218,129, respectively, while our liability to the borrower for collateral received was $134,758 and $220,279, respectively. The difference between the collateral held and obligations under securities lending is recorded as an unrealized loss and is included as part of AOCI. All securities with unrealized losses have been in a continuous loss position for twelve months or longer as of June 30, 2010 and December 31, 2009. The Company has actively reduced the size of its securities lending to mitigate counter-party exposure. The Company includes the available-for-sale investments purchased with the cash collateral in its evaluation of other-than-temporary impairments.

13

December 31, 2009 Less than 12 months 12 Months or More Total

Fair Value

Unrealized

Losses Fair Value

Unrealized Losses Fair Value

Unrealized Losses


United States Government and government agencies and authorities

$ 9,625 $ (50 ) $ 777 $ (23 ) $ 10,402 $ (73 ) States, municipalities and political

subdivisions 127,202 (3,974 ) 17,571 (2,005 ) 144,773 (5,979 ) Foreign governments 77,710 (2,172 ) 17,445 (2,607 ) 95,155 (4,779 ) Asset-backed 2,859 (43 ) 9,312 (427 ) 12,171 (470 ) Commercial mortgage-backed 34,805 (313 ) 29,282 (1,149 ) 64,087 (1,462 ) Residential mortgage-backed 116,771 (1,804 ) 5,634 (790 ) 122,405 (2,594 ) Corporate 764,708 (28,025 ) 1,078,051 (99,973 ) 1,842,759 (127,998 )

Total fixed maturity securities $ 1,133,680 $ (36,381 ) $ 1,158,072 $ (106,974 ) $ 2,291,752 $ (143,355 )

Equity securities:

Common stocks $ 98 $ (2 ) $ 3,525 $ (1,247 ) $ 3,623 $ (1,249 ) Non-redeemable preferred stocks 15,595 (248 ) 214,928 (31,807 ) 230,523 (32,055 )

Total equity securities $ 15,693 $ (250 ) $ 218,453 $ (33,054 ) $ 234,146 $ (33,304 )

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Cash proceeds that the Company receives as collateral for the securities it lends and subsequent repayment of the cash are regarded by the

Company as cash flows from financing activities, since the cash received is considered a borrowing. Since the Company reinvests the cash collateral generally in investments that are designated as available-for-sale, the reinvestment is presented as cash flows from investing activities.

5. Fair Value Disclosures

Fair Values, Inputs and Valuation Techniques for Financial Assets and Liabilities Disclosures

The fair value measurements and disclosures guidance defines fair value and establishes a framework for measuring fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In accordance with this guidance, the Company has categorized its recurring basis financial assets and liabilities into a three-level fair value hierarchy based on the priority of the inputs to the valuation technique.

The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

The levels of the fair value hierarchy are described below:

A review of fair value hierarchy classifications is conducted on a quarterly basis. Changes in the observability of valuation inputs may result in a reclassification of levels for certain securities within the fair value hierarchy.

The following tables present the Company’s fair value hierarchy for assets and liabilities measured at fair value on a recurring basis as of June 30, 2010 and December 31, 2009. The amounts presented below for Collateral held under securities lending, Other investments, Cash equivalents, Other assets, Assets held in separate accounts and Other liabilities differ from the amounts presented in the consolidated balance sheets because only certain investments or certain assets and liabilities within these line items are measured at estimated fair value. Other investments and Other liabilities are comprised of investments in the Assurant Investment Plan, American Security Insurance Company Investment Plan, Assurant Deferred Compensation Plan and the related deferred compensation liability, respectively. Other investments also consist of investments associated with a modified coinsurance arrangement. The fair value amount and the majority of the associated levels presented for Other investments and Assets held in separate accounts are received directly from third parties.

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• Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability

to access.

• Level 2 inputs utilize other than quoted prices included in Level 1 that are observable for the asset, either directly or indirectly, for substantially the full term of the asset. Level 2 inputs include quoted prices for similar assets in active markets, quoted prices for identical or similar assets in markets that are not active and inputs other than quoted prices that are observable in the marketplace for the asset. The observable inputs are used in valuation models to calculate the fair value for the asset.

• Level 3 inputs are unobservable but are significant to the fair value measurement for the asset, and include situations where there is

little, if any, market activity for the asset. These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the asset.

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15

June 30, 2010 Financial Assets Total Level 1 Level 2 Level 3


United States Government and government agencies and authorities $ 151,327 $ — $ 134,112 $ 17,215 State, municipalities and political subdivisions 911,871 — 911,871 — Foreign governments 604,238 3,112 597,995 3,131 Asset-backed 46,381 — 46,372 9 Commercial mortgage-backed 119,520 — 109,523 9,997 Residential mortgage-backed 880,597 — 880,597 — Corporate 7,937,755 — 7,818,606 119,149

Equity securities:

Common stocks 1,305 — 1,305 — Non-redeemable preferred stocks 474,341 — 455,534 18,807

Short-term investments 416,815 316,075 b 100,740 c — Collateral held under securities lending 68,618 50,098 b 18,520 c — Other investments 257,462 54,834 a 198,421 c 4,207 c Cash equivalents 794,845 770,503 b 24,342 c — Other assets 8,168 — 449 7,719 d Assets held in separate accounts 1,703,584 1,491,258 a 212,326 c —

Total financial assets $ 14,376,827 $ 2,685,880 $ 11,510,713 $ 180,234

Financial Liabilities

Other liabilities $ 51,634 $ 51,634 $ — $ —

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16

December 31, 2009 Financial Assets Total Level 1 Level 2 Level 3


United States Government and government agencies and authorities $ 120,330 $ — $ 120,330 $ — State, municipalities and political subdivisions 910,068 — 910,068 — Foreign governments 572,827 3,337 566,402 3,088 Asset-backed 53,963 — 53,954 9 Commercial mortgage-backed 159,907 — 127,619 32,288 Residential mortgage-backed 712,003 — 712,003 — Corporate 7,437,674 — 7,300,948 136,726

Equity securities:

Common stocks 4,529 3,525 a 1,004 — Non-redeemable preferred stocks 508,458 — 502,723 5,735

Short-term investments 453,469 372,861 b 80,608 c — Collateral held under securities lending 143,129 78,025 b 65,104 c — Other investments 242,193 53,803 a 184,115 c 4,275 c Cash equivalents 1,108,459 1,082,546 b 25,913 c — Other assets 14,344 — 334 14,010 d Assets held in separate accounts 1,899,915 1,685,117 a 214,798 c —

Total financial assets $ 14,341,268 $ 3,279,214 $ 10,865,923 $ 196,131

Financial Liabilities

Other liabilities $ 51,410 $ 51,410 $ — $ —

Mainly includes mutual funds. Mainly includes money market funds. Mainly includes fixed maturity securities. Mainly includes the Consumer Price Index Cap Derivatives (“CPI Caps”).

a.

b.

c.

d.

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There were no significant transfers between Level 1 and Level 2 financial assets during the period. However, there were transfers

between Level 2 and Level 3 financial assets during the period, which are reflected in the “Net transfers” line below. The following tables summarize the change in balance sheet carrying value associated with Level 3 financial assets carried at fair value during the three and six months ended June 30, 2010 and 2009:

17

Three Months Ended June 30, 2010

Fixed Maturity Securities Equity

Securities

Total level 3 assets

United States

Government

and government agencies and

authorities

Foreign governments

Asset- backed

Commercial

mortgage-

backed Corporate

Non- redeemable

preferred

stocks Other

Investments Other Assets

Balance, beginning of period $ 186,951 $ 17,642 $ 3,138 $ 603 $ 21,754 $ 124,008 $ 6,126 $ 4,522 $ 9,158 Total (losses) gains

(realized/unrealized) included in earnings (1,274 ) (160 ) 1 1 25 (175 ) — 2 (968 )

Net unrealized gains (losses) included in stockholders’ equity 1,577 89 (8 ) (1 ) 127 2,622 (1,324 ) 72 —

Purchases 8,116 — — — — — 8,116 — — Sales (14,788 ) (1,046 ) — — (10,885 ) (1,997 ) — (389 ) (471 ) Net transfers (1) (348 ) 690 — (594 ) (1,024 ) (5,309 ) 5,889 — —

Balance, end of period $ 180,234 $ 17,215 $ 3,131 $ 9 $ 9,997 $ 119,149 $ 18,807 $ 4,207 $ 7,719




Securities

Foreign

governments Asset- backed

Commercial

mortgage-

backed Corporate

Non- redeemable

preferred

stocks Other


Balance, beginning of period $ 190,933 $ 17,147 $ 11 $ 38,395 $ 108,085 $ 12,315 $ 6,046 $ 8,934 Total (losses) gains (realized/unrealized)

included in earnings (914 ) 188 — 17 (1,325 ) — 2 204 Net unrealized gains

(losses) included in stockholders’ equity 7,919 (2,526 ) — 2,102 7,474 324 545 —

Purchases 16,340 — — — 16,074 — 89 177 Sales (12,070 ) — (1 ) (10,267 ) (954 ) — (848 ) — Net transfers (1) (22,425 ) — — — (14,391 ) (7,074 ) (960 ) —

Balance, end of period $ 179,783 $ 14,809 $ 10 $ 30,247 $ 114,963 $ 5,565 $ 4,874 $ 9,315

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Three different valuation techniques can be used in determining fair value for financial assets and liabilities: the market, income or cost approaches. The three valuation techniques described in the fair value measurements and disclosures guidance are consistent with generally accepted valuation methodologies. The market approach valuation techniques use prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. When possible, quoted prices (unadjusted) in active markets are used as of the period-end date (such as for mutual funds and money market funds). Otherwise, valuation techniques consistent with the market approach including matrix pricing and comparables are used. Matrix pricing is a mathematical technique employed principally to value debt securities without relying exclusively on quoted prices for those securities but rather by relying on the securities’ relationship to other benchmark quoted securities. Market approach valuation techniques often use market multiples derived from a set of comparables. Multiples might lie in ranges with a different multiple for each comparable. The selection of where within the range the appropriate multiple falls requires judgment, considering both qualitative and quantitative factors specific to the measurement.

18

Six Months Ended June 30, 2010


Securities


United States

Government

and government agencies and

authorities

Foreign governments

Asset- backed

Commercial

mortgage-

backed Corporate

Non- redeemable

preferred

stocks Other


Balance, beginning of period $ 196,131 $ — $ 3,088 $ 9 $ 32,288 $ 136,726 $ 5,735 $ 4,275 $ 14,010 Total (losses) gains

(realized/unrealized) included in earnings (5,741 ) (328 ) 1 1 48 (193 ) — 4 (5,274 )

Net unrealized gains (losses) included in stockholders’ equity 7,374 66 42 5 1,123 6,811 (933 ) 260 — Purchases 31,436 19,521 — 588 — 2,658 8,116 553 — Sales (21,706 ) (2,734 ) — — (11,328 ) (5,742 ) — (885 ) (1,017 ) Net transfers (1) (27,260 ) 690 — (594 ) (12,134 ) (21,111 ) 5,889 — —

Balance, end of period $ 180,234 $ 17,215 $ 3,131 $ 9 $ 9,997 $ 119,149 $ 18,807 $ 4,207 $ 7,719




Securities

Foreign

governments Asset- backed

Commercial

mortgage-

backed Corporate

Non- redeemable

preferred

stocks Other


Balance, beginning of period $ 191,685 $ 19,398 $ 11 $ 38,909 $ 106,682 $ 12,581 $ 7,024 $ 7,080 Total gains (losses) (realized/unrealized)

included in earnings 15 374 — 10 (2,208 ) — 3 1,836 Net unrealized gains (losses) included in stockholders’ equity 9,943 (3,559 ) — 4,884 8,298 58 262 — Purchases 26,864 — — — 26,376 — 89 399 Sales (14,388 ) — (1 ) (10,415 ) (2,428 ) — (1,544 ) — Net transfers (1) (34,336 ) (1,404 ) — (3,141 ) (21,757 ) (7,074 ) (960 ) —

Balance, end of period $ 179,783 $ 14,809 $ 10 $ 30,247 $ 114,963 $ 5,565 $ 4,874 $ 9,315

(1) Net transfers are primarily attributable to changes in the availability of market observable information and re-evaluation of the

observability of pricing inputs.

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Income approach valuation techniques convert future amounts, such as cash flows or earnings, to a single present amount, or a discounted

amount. These techniques rely on current market expectations of future amounts as of the period-end date. Examples of income approach valuation techniques include present value techniques, option-pricing models, binomial or lattice models that incorporate present value techniques and the multi-period excess earnings method.

Cost approach valuation techniques are based upon the amount that would be required to replace the service capacity of an asset at the period-end date, or the current replacement cost. That is, from the perspective of a market participant (seller), the price that would be received for the asset is determined based on the cost to a market participant (buyer) to acquire or construct a substitute asset of comparable utility, adjusted for obsolescence.

While not all three approaches are applicable to all financial assets or liabilities, where appropriate, one or more valuation techniques may be used. For all the classes of financial assets and liabilities included in the above hierarchy, excluding the CPI Caps and certain privately placed corporate bonds, the market valuation technique is generally used. For certain privately placed corporate bonds and the CPI Caps, the income valuation technique is generally used. For the periods ended June 30, 2010 and December 31, 2009, the application of the valuation technique applied to the Company’s classes of financial assets and liabilities has been consistent.

Level 2 securities are valued using various observable market inputs obtained from a pricing service. The pricing service prepares estimates of fair value measurements for our Level 2 securities using proprietary valuation models based on techniques such as matrix pricing which include observable market inputs. The fair value measurements and disclosures guidance, defines observable market inputs as the assumptions market participants would use in pricing the asset or liability developed on market data obtained from sources independent of the Company. The extent of the use of each observable market input for a security depends on the type of security and the market conditions at the balance sheet date. Depending on the security, the priority of the use of observable market inputs may change as some observable market inputs may not be relevant or additional inputs may be necessary. The following observable market inputs (“standard inputs”), listed in the approximate order of priority, are utilized in the pricing evaluation of Level 2 securities: benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data. To price municipal bonds, the pricing service uses material event notices and new issue data inputs in addition to the standard inputs. To price residential and commercial mortgage-backed securities and asset-backed securities, the pricing service uses vendor trading platform data, monthly payment information and collateral performance inputs in addition to the standard inputs. To price fixed maturity securities denominated in Canadian dollars, the pricing service uses observable inputs, including but not limited to, benchmark yields, reported trades, issuer spreads, benchmark securities and reference data. The pricing service also evaluates each security based on relevant market information including: relevant credit information, perceived market movements and sector news. Valuation models can change period to period, depending on the appropriate observable inputs that are available at the balance sheet date to price a security. When market observable inputs are unavailable to the pricing service, the remaining unpriced securities are submitted to independent brokers who provide non-binding broker quotes or are priced by other qualified sources and are categorized as Level 3 securities. The Company could not corroborate the non-binding broker quotes with Level 2 inputs.

A non-pricing service source prices certain privately placed corporate bonds using a model with observable inputs including, but not limited to, the credit rating, credit spreads, sector add-ons, and issuer specific add-ons. A non-pricing service source prices our CPI Caps using a model with inputs including, but not limited to, the time to expiration, the notional amount, the strike price, the forward rate, implied volatility and the discount rate.

Management evaluates the following factors in order to determine whether the market for a financial asset is inactive. The factors include, but are not limited to:

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• There are few recent transactions, • Little information is released publicly, • The available prices vary significantly over time or among market participants, • The prices are stale (i.e., not current), and • The magnitude of the bid-ask spread.

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Illiquidity did not have a material impact in the fair value determination of the Company’s financial assets.

The Company generally obtains one price for each financial asset. The Company performs a monthly analysis to assess if the evaluated prices represent a reasonable estimate of their fair value. This process involves quantitative and qualitative analysis and is overseen by investment and accounting professionals. Examples of procedures performed include, but are not limited to, initial and on-going review of pricing service methodologies, review of the prices received from the pricing service, review of pricing statistics and trends, and comparison of prices for certain securities with two different appropriate price sources for reasonableness. Following this analysis, the Company generally uses the best estimate of fair value based upon all available inputs. On infrequent occasions, a non-pricing service source may be more familiar with the market activity for a particular security than the pricing service. In these cases the price used is taken from the non-pricing service source. The pricing service provides information to indicate which securities were priced using market observable inputs so that the Company can properly categorize our financial assets in the fair value hierarchy.

Disclosures for Non-Financial Assets Measured at Fair Value on a Non-Recurring Basis

The Company also measures the fair value of certain assets on a non-recurring basis, generally on an annual basis, or when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. These assets include commercial mortgage loans, goodwill and finite-lived intangible assets.

During the first quarter of 2010, the Company recorded a $6,772 additional reserve on one individually impaired commercial mortgage loan measured at a $9,000 fair value as of June 30, 2010. The fair value of the underlying real estate collateral was based on discounted cash flows utilizing current rental and market information. The fair value measurement was classified as Level 3 (unobservable) inputs in the fair value hierarchy.

The Company utilizes both the income and market valuation approaches to estimate the fair value of its reporting units in Step 1 of the goodwill impairment test. Under the income approach, the Company determines the fair value of the reporting unit considering distributable earnings which were estimated from operating plans. The resulting cash flows are then discounted using a market participant weighted average cost of capital estimated for the reporting unit. After discounting the future discrete earnings to their present value, the Company estimates the terminal value attributable to the years beyond the discrete operating plan period. The discounted terminal value is then added to the aggregate discounted distributable earnings from the discrete operating plan period to estimate the fair value of the reporting unit. Under the market approach, the Company derives the fair value of the reporting unit based on various financial multiples, including but not limited to: price to tangible book value of equity, price to estimated 2010 earnings and price to estimated 2011 earnings which are estimated based on publicly available data related to comparable guideline companies. In addition, financial multiples are also estimated from publicly available purchase price data for acquisitions of companies operating in the insurance industry. The estimated fair value of the reporting units is more heavily weighted towards the income approach because the earnings capacity of a business is generally considered the most important factor in the valuation of a business enterprise.

Fair Value of Financial Instruments Disclosures

The financial instruments guidance requires disclosure of fair value information about financial instruments, as defined therein, for which it is practicable to estimate such fair value. Therefore, it requires fair value disclosure for financial instruments that are not recognized or are not carried at fair value in the consolidated balance sheets. However, this guidance excludes certain financial instruments, including those related to insurance contracts and those accounted for under the equity method and joint ventures guidance ( such as real estate joint ventures).

For the financial instruments included within the following financial assets and financial liabilities, the carrying value in the consolidated balance sheets equals or approximates fair value. Please refer to the Fair Value Inputs and Valuation Techniques for Financial Assets and Liabilities Disclosures section above for more information on the financial instruments included within the following financial assets and financial liabilities and the methods and assumptions used to estimate fair value:

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• Cash and cash equivalents • Fixed maturity securities

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In estimating the fair value of the financial instruments that are not recognized or are not carried at fair value in the consolidated balance sheets, the Company used the following methods and assumptions:

Commercial mortgage loans and policy loans : the fair values of mortgage loans are estimated using discounted cash flow analyses, based on interest rates currently being offered for similar loans to borrowers with similar credit ratings. Mortgage loans with similar characteristics are aggregated for purposes of the calculations. The carrying value of policy loans reported in the balance sheets approximates fair value.

Policy reserves under investment products : the fair values for the Company’s policy reserves under the investment products are determined using discounted cash flow analysis.

Funds held under reinsurance : the carrying value reported approximates fair value due to the short maturity of the instruments.

Debt: the fair value of debt is based upon matrix pricing performed by the pricing service.

Mandatorily redeemable preferred stock: the fair value of mandatorily redeemable preferred stock equals the carrying value for all series of mandatorily redeemable preferred stock.

Obligations under securities lending: the obligations under securities lending are reported at the amount received from the selected broker/dealers.

The following table discloses the carrying value and fair value of the financial instruments that are not recognized or are not carried at fair value in the consolidated balance sheets as of June 30, 2010 and December 31, 2009.

21

• Equity securities • Short-term investments • Other investments • Other assets • Assets held in separate accounts • Collateral held under securities lending • Other liabilities • Liabilities related to separate accounts

June 30, 2010 December 31, 2009 Carrying Value Fair Value Carrying Value Fair Value

Financial assets

Commercial mortgage loans on real estate $ 1,376,226 $ 1,458,593 $ 1,428,027 $ 1,442,889 Policy loans 56,169 56,169 56,407 56,407 Financial liabilities

Policy reserves under investment products (Individual and group annuities, subject to discretionary withdrawal) $ 965,216 $ 864,903 $ 895,546 $ 817,370

Funds held under reinsurance 47,730 47,730 49,417 49,417 Debt 972,110 992,405 972,058 942,938 Mandatorily redeemable preferred stocks 8,160 8,160 8,160 8,160 Obligations under securities lending 134,758 134,758 220,279 220,279

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The fair value of the Company’s liabilities for insurance contracts, other than investment-type contracts, are not required to be disclosed.

However, the fair values of liabilities under all insurance contracts are taken into consideration in the Company’s overall management of interest rate risk, such that the Company’s exposure to changing interest rates is minimized through the matching of investment maturities with amounts due under insurance contracts.

6. Income Taxes

As of December 31, 2009, the Company had a cumulative valuation allowance of $81,688 against deferred tax assets. During the six months ended June 30, 2010, the Company recognized income tax expense of $4,445 and an income tax benefit through accumulated other comprehensive income of $(733). The valuation allowance related to deferred tax assets was increased by $3,712 primarily due to foreign company net operating losses. It is management’s assessment that it is more likely than not that $85,400 of deferred tax assets will not be realized.

The Company’s ability to realize deferred tax assets depends on its ability to generate sufficient taxable income of the same character within the carryback or carryforward periods. In assessing future GAAP taxable income, the Company has considered all sources of taxable income available to realize its deferred tax asset, including the future reversal of existing temporary differences, future taxable income exclusive of reversing temporary differences and carryforwards, taxable income in carryback years and tax-planning strategies. If changes occur in the assumptions underlying the Company’s tax planning strategies or in the scheduling of the reversal of the Company’s deferred tax assets, the valuation allowance may need to be adjusted in the future.

7. Debt

In February 2004, the Company issued two series of senior notes with an aggregate principal amount of $975,000 (the “Senior Notes”). The Company received net proceeds of $971,537 from this transaction, which represents the principal amount less the discount. The discount of $3,463 is being amortized over the life of the Senior Notes and is included as part of interest expense on the statement of operations.

The interest expense incurred related to the Senior Notes was $15,047 for the three months ended June 30, 2010 and 2009, respectively, and $30,094 for the six months ended June 30, 2010 and 2009, respectively. There was $22,570 of accrued interest at June 30, 2010 and 2009, respectively. The Company made interest payments of $30,094 on February 15, 2010 and 2009.

Credit Facility

In March 2004 the Board authorized a $500,000 commercial paper program, to be used for working capital and other general corporate purposes. The Company’s commercial paper program requires the Company to maintain liquidity facilities either in an available amount equal to any outstanding notes from the commercial paper program or in an amount sufficient to maintain the ratings assigned to the notes issued from the commercial paper program. The Company’s subsidiaries do not maintain commercial paper or other borrowing facilities at their level. Prior to December 18, 2009 this program was backed up by a $500,000 senior revolving credit facility (“2004 Credit Facility”). This program is currently backed up by a $350,000 senior revolving credit facility, described below, of which $325,604 was available at June 30, 2010, due to outstanding letters of credit.

On December 18, 2009, the Company entered into a three-year unsecured revolving credit agreement (“2009 Credit Facility”) with a syndicate of banks arranged by JP Morgan Chase Bank, Inc. and Bank of America, Inc. The 2009 Credit Facility replaces the 2004 Credit Facility. The 2009 Credit Facility provides for revolving loans and the issuance of multi-bank, syndicated letters of credit and/or letters of credit from a sole issuing bank in an aggregate amount of $350,000 and is available until December 2012, provided the Company is in compliance with all covenants. The agreement has a sublimit for letters of credit issued under the agreement of $50,000. The proceeds of these loans may be used for the Company’s commercial paper program or for general corporate purposes.

The Company did not use the commercial paper program during the six months ended June 30, 2010 and 2009 and there were no amounts relating to the commercial paper program outstanding at June 30, 2010 and December 31, 2009. The Company did not borrow using the 2004 Credit Facility during the six months ended June 30, 2009. The Company made no borrowings using the 2009 Credit Facility and no loans are outstanding at June 30, 2010. The Company does have $24,396 of letters of credit outstanding under the 2009 Credit Facility as of June 30, 2010.

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The 2009 Credit Facility contains restrictive covenants. The terms of the 2009 Credit Facility also require that the Company maintain

certain specified minimum ratios and thresholds. Among others, these covenants include maintaining a maximum debt to capitalization ratio and a minimum consolidated adjusted net worth. At June 30, 2010 the Company was in compliance with all covenants, minimum ratios and thresholds.

8. Accumulated Other Comprehensive Income

The components of accumulated other comprehensive income, net of tax, at June 30, 2010 are as follows:

The amounts in the unrealized gains on securities column are net of reclassification adjustments of $15,538, net of tax, for the six months ended June 30, 2010, for net realized gains (losses) on sales of securities included in net income. The amounts in the OTTI column are net of reclassification adjustments of $(1,156), net of tax, for the six months ended June 30, 2010, for net realized gains (losses) on sales of securities included in net income.

9. Stock Based Compensation

Long-Term Equity Incentive Plan

In May 2008, the shareholders of the Company approved the Assurant, Inc. Long-Term Equity Incentive Plan (“ALTEIP”), which authorized the granting of up to 3,400,000 shares of the Company’s common stock to employees, officers and non-employee directors. In May 2010, the shareholders of the Company approved an amended and restated ALTEIP, increasing the number of shares of the Company’s common stock authorized for issuance to 5,300,000. Under the ALTEIP, the Company may grant awards based on shares of our common stock, including stock options, stock appreciation rights (“SARs”), restricted stock (including performance shares), unrestricted stock, restricted stock units (“RSUs”), performance share units (“PSUs”) and dividend equivalents. All future share-based grants will be awarded under the ALTEIP.

The Compensation Committee of the Board of Directors (the “Compensation Committee”) awarded PSUs and RSUs in 2010 and 2009. RSUs and PSUs are promises to issue actual shares of common stock at the end of a vesting period or performance period. The RSUs granted to employees under the ALTEIP were based on salary grade and performance and will vest one-third each year over a three-year period. RSUs granted to non-employee directors also vest one-third each year over a three-year period. RSUs receive dividend equivalents in cash during the restricted period and do not have voting rights during the restricted period. PSUs accrue dividend equivalents during the performance period based on a target payout, and will be paid in cash at the end of the performance period based on the actual number of shares issued.

For the PSU portion of an award, the number of shares a participant will receive upon vesting is contingent upon the Company meeting certain pre-established performance goals, identified below, at the end of a three-year performance period. Performance will be measured against these to determine the number of shares a participant will receive. The payout levels can vary between 0% and 150% (maximum) of the target (100%) ALTEIP award amount based on the Company’s level of performance against the pre-established performance goals.

PSU Performance Goals. For 2009, the Compensation Committee established earnings per share (“EPS”) growth, revenue growth and total stockholder return as the three performance measures for PSU awards. EPS growth is defined as the year-over-year change in GAAP net income divided by average diluted shares outstanding. Revenue growth is defined as the year-over-year change in GAAP total revenues as disclosed in the Company’s annual statement of operations. Total stockholder’s return is defined as appreciation in Company stock plus dividend yield to stockholders. For 2010, in light of the significant volatility in EPS across the

23

Foreign currency

translation adjustment

Unrealized gains on securities OTTI

Pension under- funding

Accumulated other

comprehensive

income

Balance at December 31, 2009 $ 23,912 $ 194,550 $ 6,275 $ (158,812 ) $ 65,925 Activity in 2010 (16,751 ) 221,440 2,987 4,550 212,226

Balance at June 30, 2010 $ 7,161 $ 415,990 $ 9,262 $ (154,262 ) $ 278,151

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financial services sector, and in response to comments from our investors, the Committee decided to replace growth in EPS with growth in book value per diluted share (“BVPS”) excluding AOCI as a performance metric. BVPS growth is defined as year-over-year growth of the Company’s common equity divided by the period ending fully diluted total shares outstanding. The Company believes this change will provide a more consistent basis for comparing the Company’s long-term financial performance to that of our competitors. The other metrics (revenue growth and total stockholder return) remain the same for PSUs awarded in 2010. For the 2009-2011 performance cycle, the actual payout level is determined by ranking the average of the Company’s performance with respect to all three measures against the average performance of companies included in the A.M. Best Insurance Index. For the 2010-2012 performance cycle, payouts will be determined by measuring performance against the average performance of companies included in the A.M. Best Insurance Index, excluding those with revenues of less than $1,000,000 or that are not in the health or insurance Global Industry Classification Standard codes. The Company believes that this change will enable us to more accurately benchmark our performance against the performance of companies of comparable size that operate one or more businesses similar to ours.

Under the ALTEIP, the Company’s Chief Executive Officer (“CEO”) is authorized by the Board of Directors to grant common stock, restricted stock and RSUs to employees other than the executive officers of the Company (as defined in Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Restricted stock and RSUs granted under this program may have different vesting periods.

Restricted Stock Units

RSUs granted to employees and to non-employee directors were 80,288 and 83,738 for the three months ended June 30, 2010 and 2009, respectively, and 526,255 and 754,804 for the six months ended June 30, 2010 and 2009, respectively. The compensation expense recorded related to RSUs was $3,698 and $2,051 for the three months ended June 30, 2010 and 2009, respectively, and $6,393 and $2,445 for the six months ended June 30, 2010 and 2009, respectively. The related total income tax benefit was $1,294 and $718 for the three months ended June 30, 2010 and 2009, respectively, and $2,237 and $856 for the six months ended June 30, 2010 and 2009, respectively. The weighted average grant date fair value for RSUs granted during the six months ended June 30, 2010 and 2009 was $33.28 and $20.52, respectively.

As of June 30, 2010, there was $19,214 of unrecognized compensation cost related to outstanding RSUs. That cost is expected to be recognized over a weighted-average period of 1.63 years. The total fair value of RSUs vested during the three months ended June 30, 2010 and 2009 was $887 and $4, respectively, and $7,984 and $4 for six months ended June 30, 2010 and 2009, respectively.

Performance Share Units

No PSUs were granted during the three months ended June 30, 2010 and 2009. PSUs granted to employees were 437,882 and 631,066 for the six months ended June 30, 2010 and 2009, respectively. The compensation expense recorded related to PSUs was $5,642 and $(370) for the three months ended June 30, 2010 and 2009, respectively, and $4,335 and $31 for the six months ended June 30, 2010 and 2009, respectively. A portion of the compensation expense recorded during 2009 has been reversed during the first quarter of 2010, since the Company’s level of actual performance as measured against pre-established performance goals had declined. The related total income tax benefit was $1,975 and $130 for the three months ended June 30, 2010 and 2009, respectively. The related total income tax benefit was $1,517 and $11 for the six months ended June 30, 2010 and 2009, respectively. The weighted average grant date fair value for PSUs granted during the six months ended June 30, 2010 and 2009 was $33.12 and $16.32, respectively.

As of June 30, 2010, there was $15,445 of unrecognized compensation cost related to outstanding PSUs. That cost is expected to be recognized over a weighted-average period of 1.81 years.

The fair value of PSUs with market conditions was estimated on the date of grant using a Monte Carlo simulation model, which utilizes multiple variables that determine the probability of satisfying the market condition stipulated in the award. Expected volatilities for awards issued during the six months ended June 30, 2010 and 2009 were based on the historical stock prices of the Company’s stock and peer insurance group. The expected term for grants issued during the six months ended June 30, 2010 and 2009 was assumed to equal the average of the vesting period of the PSUs. The risk-free rate was based on the U.S. Treasury yield curve in effect at the time of grant.

Long-Term Incentive Plan

Prior to the approval of the ALTEIP, share based awards were granted under the 2004 Assurant Long-Term Incentive Plan (“ALTIP”), which authorized the granting of up to 10,000,000 new shares of the Company’s common stock to employees and officers under the ALTIP, Business Value Rights Program (“BVR”) and CEO Equity Grants Program. Under the ALTIP, the Company was authorized to grant restricted stock and SARs. Since May 2008, no new grants have been made under this plan.

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Restricted stock granted under the ALTIP vests on a prorated basis over a three year period. SARs granted prior to 2007 under the ALTIP

cliff vest as of December 31 of the second calendar year following the calendar year in which the right was granted, and have a five year contractual life. SARs granted in 2007 and through May 2008 cliff vest on the third anniversary from the date the award was granted, and have a five year contractual life. SARs granted under the BVR Program have a three-year cliff vesting period. Restricted stock granted under the CEO Equity Grants Program have variable vesting schedules.

Restricted Stock

There was no restricted stock granted during the three months ended June 30, 2010 and 2009 or the six months ended June 30, 2010. There were 10,900 restricted shares granted during the six months ended June 30, 2009. The compensation expense recorded related to restricted stock was $404 and $1,052 for the three months ended June 30, 2010 and 2009, respectively, and $1,108 and $2,581 for the six months ended June 30, 2010 and 2009, respectively. The related total income tax benefit recognized was $141 and $368 for the three months ended June 30, 2010 and 2009, respectively, and $388 and $903 for the six months ended June 30, 2010 and 2009, respectively. The weighted average grant date fair value for restricted stock granted during the six months ended June 30, 2009 was $29.77.

As of June 30, 2010, there was $1,007 of unrecognized compensation cost related to outstanding restricted stock. That cost is expected to be recognized over a weighted-average period of 0.78 years. The total fair value of restricted stock vested was $421 and $902 during the three months ended June 30, 2010 and 2009, respectively, and $2,091 and $1,910 for the six months ended June 30, 2010 and 2009, respectively.

Stock Appreciation Rights

There were no SARs granted during the three and six months ended June 30, 2010 and 2009. Currently there are no plans to award SARs in the future. The compensation expense recorded related to SARs was $1,500 and $2,689 for the three months ended June 30, 2010 and 2009, respectively, and $4,245 and $4,844 for the six months ended June 30, 2010 and 2009, respectively. The related total income tax benefit was $525 and $941 for the three months ended June 30, 2010 and 2009, respectively, and $1,486 and $1,695 for the six months ended June 30, 2010 and 2009, respectively.

The total intrinsic value of SARs exercised during the three months ended June 30, 2010 and 2009 was $153 and $366, respectively, and $793 and $417 for the six months ended June 30, 2010 and 2009, respectively. As of June 30, 2010, there was approximately $4,024 of unrecognized compensation cost related to outstanding SARs. That cost is expected to be recognized over a weighted-average period of 0.70 years.

The fair value of each SAR granted to employees and officers was estimated on the date of grant using the Black-Scholes option-pricing model. Expected volatilities for awards issued were based on the median historical stock price volatility of insurance guideline companies and implied volatilities from traded options on the Company’s stock. The expected term for grants issued was assumed to equal the average of the vesting period of the SARs and the full contractual term of the SARs. The risk-free rate for periods within the contractual life of the option was based on the U.S. Treasury yield curve in effect at the time of grant. The dividend yield was based on the current annual dividend and share price as of the grant date.

Directors Compensation Plan

The Company’s Amended and Restated Directors Compensation Plan, as amended, permitted the issuance of up to 500,000 shares of the Company’s common stock to non-employee directors. Since May 2008, all grants awarded to directors have been awarded from the ALTEIP, discussed above. There were no common shares issued or expense recorded under the Director’s Compensation Plan for the three and six months ended June 30, 2010 and 2009, respectively.

Employee Stock Purchase Plan

Under the Employee Stock Purchase Plan (“ESPP”), the Company is authorized to issue up to 5,000,000 new shares to employees who are participants in the ESPP. Eligible employees can purchase shares at a 10% discount applied to the lower of the closing price of the common stock on the first or last day of the offering period. The compensation expense recorded related to the ESPP was $456 and $984 for the three months ended June 30, 2010 and 2009, respectively, and $913 and $2,044 for the six months ended June 30, 2010 and 2009, respectively.

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In January 2010, the Company issued 181,718 shares to employees at a discounted price of $21.65 for the offering period of July 1, 2009

through December 31, 2009. In January 2009, the Company issued 133,994 shares to employees at a discounted price of $27.00 for the offering period of July 1, 2008 through December 31, 2008.

In July 2010, the Company issued 142,444 shares to employees at a discounted price of $27.14 for the offering period of January 1, 2010 through June 30, 2010. In July 2009, the Company issued 186,940 shares to employees at a discounted price of $21.68 for the offering period of January 1, 2009 through June 30, 2009.

The fair value of each award under the ESPP was estimated at the beginning of each offering period using the Black-Scholes option-pricing model. Expected volatilities are based on implied volatilities from traded options on the Company’s stock and the historical volatility of the Company’s stock. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The dividend yield is based on the current annualized dividend and share price as of the grant date.

10. Stock Repurchase

The following table shows the shares repurchased during the periods indicated:

On November 10, 2006, the Company’s Board of Directors authorized the Company to repurchase up to $600,000 of its outstanding common stock. On January 22, 2010, the Company’s Board of Directors authorized the Company to repurchase up to an additional $600,000 of its outstanding common stock.

During the six months ended June 30, 2010, the Company repurchased 9,492,685 shares of the Company’s outstanding common stock at a cost of $324,293. As of June 30, 2010, there was $445,751 remaining under the total repurchase authorization.

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Period in 2010 Number of

Shares Purchased

Average Price

Paid Per

Share

Total Number of Shares

Purchased as Part of Publicly Announced

Programs

January — $ — — February 1,304,915 30.46 1,304,915 March 2,121,554 32.73 2,121,554 April 1,783,816 35.07 1,783,816 May 1,982,400 35.44 1,982,400 June 2,300,000 35.78 2,300,000

Total 9,492,685 $ 34.16 9,492,685

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11. Earnings Per Common Share

The following table presents net income, the weighted average common shares used in calculating basic earnings per common share (“EPS”) and those used in calculating diluted EPS for each period presented below.

Average SARs totaling 3,416,912 and 4,460,151 for the three months ended June 30, 2010 and 2009, respectively, and 3,554,346 and 4,665,504 for the six months ended June 30, 2010 and 2009, respectively, were outstanding but were anti-dilutive and thus not included in the computation of diluted EPS under the treasury stock method.

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Three Months Ended


June 30, 2010 2009 2010 2009

Numerator

Net income $ 164,675 $ 193,322 $ 321,898 $ 273,903 Deduct dividends paid (17,876 ) (17,771 ) (35,464 ) (34,260 )

Undistributed earnings $ 146,799 $ 175,551 $ 286,434 $ 239,643

Denominator

Weighted average shares outstanding used in basic earnings per share calculations 111,893,858 118,482,958 114,341,824 118,188,879

Incremental common shares from :

SARs 202,393 58,368 181,428 59,174 PSUs 452,577 — 401,691 — ESPP 166,289 186,978 166,289 186,978

Weighted average shares used in diluted earnings per share calculations 112,715,117 118,728,304 115,091,232 118,435,031

Earnings per common share - Basic

Distributed earnings $ 0.16 $ 0.15 $ 0.31 $ 0.29 Undistributed earnings 1.31 1.48 2.51 2.03

Net income $ 1.47 $ 1.63 $ 2.82 $ 2.32

Earnings per common share - Diluted

Distributed earnings $ 0.16 $ 0.15 $ 0.31 $ 0.29 Undistributed earnings 1.30 1.48 2.49 2.02

Net income $ 1.46 $ 1.63 $ 2.80 $ 2.31

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12. Retirement and Other Employee Benefits

The components of net periodic benefit cost for the Company’s qualified pension benefits plan, nonqualified pension benefits plan and retirement health benefits plan for the three and six months ended June 30, 2010 and 2009 were as follows:

During the first six months of 2010, $20,000 in cash was contributed to the qualified pension benefits plan (“Plan”). An additional $20,000 in cash is expected to be contributed to the Plan over the remainder of 2010.

13. Segment Information

The Company has five reportable segments, which are defined based on the nature of the products and services offered: Assurant Solutions, Assurant Specialty Property, Assurant Health, Assurant Employee Benefits, and Corporate & Other. Assurant Solutions provides credit-related insurance, including life, disability and unemployment, debt protection administration services, warranties and service contracts, life insurance policies and annuity products that provide benefits to fund pre-arranged funerals. Assurant Specialty Property provides creditor-placed homeowners insurance and manufactured housing homeowners insurance. Assurant Health provides individual, short-term and small group health insurance. Assurant Employee Benefits provides employee and employer paid dental, disability, and life insurance products and related services. Corporate & Other includes activities of the

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Qualified Pension

Benefits Nonqualified Pension

Benefits (1) Retirement Health

Benefits


June 30,


June 30, For the Three Months Ended

June 30, 2010 2009 2010 2009 2010 2009

Service cost $ 6,225 $ 5,450 $ 550 $ 550 $ 950 $ 675 Interest cost 7,875 7,350 1,550 1,600 1,150 1,050 Expected return on plan assets (9,250 ) (8,800 ) — — (625 ) (475 ) Amortization of prior service cost 25 100 225 150 375 325 Amortization of net loss (gain) (2) 2,400 125 475 275 — (50 )

Net periodic benefit cost $ 7,275 $ 4,225 $ 2,800 $ 2,575 $ 1,850 $ 1,525

Qualified Pension

Benefits Nonqualified Pension

Benefits (1) Retirement Health

Benefits

For the Six Months Ended

June 30,


June 30,


June 30, 2010 2009 2010 2009 2010 2009

Service cost $ 12,450 $ 10,900 $ 1,100 $ 1,100 $ 1,900 $ 1,350 Interest cost 15,750 14,700 3,100 3,200 2,300 2,100 Expected return on plan assets (18,500 ) (17,600 ) — — (1,250 ) (950 ) Amortization of prior service cost 50 200 450 300 750 650 Amortization of net loss (gain) (2) 4,800 250 950 550 — (100 ) Curtailment credit / special termination benefits — — — (549 ) — —

Net periodic benefit cost $ 14,550 $ 8,450 $ 5,600 $ 4,601 $ 3,700 $ 3,050

(1) The Company’s nonqualified plan is unfunded.

(2) Increase is due to a change in the discount rate assumption, which decreased to 6.25% in 2010 from 6.99% in 2009.

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holding company, financing and interest expenses, net realized gains (losses) on investments, interest income earned from short-term investments held and additional costs associated with excess of loss reinsurance programs reinsured and ceded to certain subsidiaries in the London market between 1995 and 1997. Corporate & Other also includes the amortization of deferred gains associated with the sales of Fortis Financial Group and Long-Term Care through reinsurance agreements.

The Company evaluates performance of the operating segments based on segment income (loss) after-tax excluding realized gains (losses) on investments. The Company determines reportable segments in a manner consistent with the way the Company organizes for purposes of making operating decisions and assessing performance.

The following tables summarize selected financial information by segment:

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Solutions Specialty Property Health

Employee Benefits

Corporate & Other Consolidated

Revenues

Net earned premiums and other considerations $ 629,682 $ 477,122 $ 467,705 $ 275,386 $ — $ 1,849,895 Net investment income 98,956 27,022 12,078 32,599 4,541 175,196 Net realized gains on investments — — — — 19,152 19,152 Amortization of deferred gain on disposal of businesses — — — — 6,024 6,024 Fees and other income 54,580 18,848 10,248 6,252 99 90,027

Total revenues 783,218 522,992 490,031 314,237 29,816 2,140,294


Policyholder benefits 228,776 175,206 312,767 190,555 (1,988 ) 905,316 Amortization of deferred acquisition costs and value of business

acquired 261,426 90,531 1,015 9,145 — 362,117 Underwriting, general and administrative expenses 241,746 99,315 137,786 95,522 29,875 604,244 Interest expense — — — — 15,161 15,161

Total benefits, losses and expenses 731,948 365,052 451,568 295,222 43,048 1,886,838

Segment income (loss) before provision (benefit) for income tax 51,270 157,940 38,463 19,015 (13,232 ) 253,456 Provision (benefit) for income taxes 20,947 54,223 13,163 6,622 (6,174 ) 88,781

Segment income (loss) after tax $ 30,323 $ 103,717 $ 25,300 $ 12,393 $ (7,058 )

Net income $ 164,675

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30



Employee Benefits


Revenues

Net earned premiums and other considerations $ 666,935 $ 477,838 $ 468,895 $ 262,198 $ — $ 1,875,866 Net investment income 97,106 28,320 12,073 33,466 3,967 174,932 Net realized losses on investments — — — — (6,142 ) (6,142 ) Amortization of deferred gain on disposal of businesses — — — — 6,750 6,750 Fees and other income 51,960 13,642 9,847 7,540 139,214 222,203

Total revenues 816,001 519,800 490,815 303,204 143,789 2,273,609


Policyholder benefits 261,325 178,167 357,644 186,770 5,496 989,402 Amortization of deferred acquisition costs and value of business

acquired 293,559 93,147 2,357 9,430 — 398,493 Underwriting, general and administrative expenses 215,829 110,269 146,800 88,563 27,575 589,036 Interest expense — — — — 15,160 15,160

Total benefits, losses and expenses 770,713 381,583 506,801 284,763 48,231 1,992,091

Segment income (loss) before provision (benefit) for income tax 45,288 138,217 (15,986 ) 18,441 95,558 281,518

Provision (benefit) for income taxes 17,394 46,989 (5,656 ) 6,313 23,156 88,196

Segment income (loss) after tax $ 27,894 $ 91,228 $ (10,330 ) $ 12,128 $ 72,402


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31



Employee Benefits


Revenues

Net earned premiums and other considerations $ 1,275,046 $ 985,944 $ 935,147 $ 560,401 $ — $ 3,756,538 Net investment income 197,409 53,943 23,643 65,409 8,806 349,210 Net realized gains on investments — — — — 23,625 23,625 Amortization of deferred gain on disposal of businesses — — — — 12,105 12,105 Fees and other income 100,292 31,948 20,656 13,563 213 166,672

Total revenues 1,572,747 1,071,835 979,446 639,373 44,749 4,308,150


Policyholder benefits 456,407 337,739 646,407 394,797 (2,038 ) 1,833,312 Amortization of deferred acquisition costs and value of

business acquired 555,129 191,062 2,650 18,460 — 767,301 Underwriting, general and administrative expenses 459,133 205,801 279,270 182,129 49,060 1,175,393 Interest expense — — — — 30,322 30,322

Total benefits, losses and expenses 1,470,669 734,602 928,327 595,386 77,344 3,806,328

Segment income (loss) before provision (benefit) for income tax 102,078 337,233 51,119 43,987 (32,595 ) 501,822

Provision (benefit) for income taxes 42,889 115,038 17,450 15,127 (10,580 ) 179,924



As of June 30, 2010

Segment assets:

Segment assets, excluding goodwill $ 10,801,105 $ 3,520,160 $ 1,091,030 $ 2,503,764 $ 7,274,845 $ 25,190,904

Goodwill 924,426

Total assets $ 26,115,330

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32



Employee Benefits


Revenues

Net earned premiums and other considerations $ 1,311,547 $ 971,628 $ 941,241 $ 526,029 $ — $ 3,750,445 Net investment income 195,101 57,756 24,550 67,623 8,381 353,411 Net realized losses on investments — — — — (61,831 ) (61,831 ) Amortization of deferred gain on disposal of businesses — — — — 13,552 13,552 Fees and other income 103,991 26,966 19,761 14,298 140,893 305,909

Total revenues 1,610,639 1,056,350 985,552 607,950 100,995 4,361,486


Policyholder benefits 533,347 345,967 679,604 385,498 5,328 1,949,744 Amortization of deferred acquisition costs and value of

business acquired 574,095 187,280 5,832 19,080 — 786,287 Underwriting, general and administrative expenses 410,897 226,053 293,565 174,200 51,006 1,155,721 Interest expense — — — — 30,349 30,349

Total benefits, losses and expenses 1,518,339 759,300 979,001 578,778 86,683 3,922,101

Segment income before provision for income tax 92,300 297,050 6,551 29,172 14,312 439,385 Provision for income taxes 34,095 101,154 2,209 10,022 18,002 165,482



As of December 31, 2009

Segment assets:

Segment assets, excluding goodwill $ 11,091,800 $ 3,186,740 $ 1,078,567 $ 2,521,667 $ 7,036,624 $ 24,915,398

Goodwill 926,398

Total assets $ 25,841,796

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14. Commitments and Contingencies

In the normal course of business, letters of credit are issued primarily to support reinsurance arrangements. These letters of credit are supported by commitments with financial institutions. The Company had $24,946 and $28,566 of letters of credit outstanding as of June 30, 2010 and December 31, 2009, respectively.

The Company is involved in litigation in the ordinary course of business, both as a defendant and as a plaintiff. The Company may from time to time be subject to a variety of legal and regulatory actions relating to the Company’s current and past business operations. While the Company cannot predict the outcome of any pending or future litigation, examination or investigation and although no assurances can be given, the Company does not believe that any pending matter will have a material adverse effect individually or in the aggregate, on the Company’s financial condition, results of operations, or cash flows.

As of December 31, 2009, the Company held litigation reserves of $51,952 as a result of unfavorable outcomes in two ordinary course claim-related lawsuits in its Assurant Health segment. During the second quarter of 2010, the Company paid a total of $25,350 to resolve both matters, and released the remaining reserves.

One of the Company’s subsidiaries, American Reliable Insurance Company (“ARIC”), participated in certain excess of loss reinsurance programs in the London market and, as a result, reinsured certain personal accident, ransom and kidnap insurance risks from 1995 to 1997. ARIC and a foreign affiliate ceded a portion of these risks to retrocessionaires. ARIC ceased reinsuring such business in 1997. However, certain disputes arose regarding these programs. The disputes generally involved multiple layers of reinsurance, and allegations that the reinsurance programs involved interrelated claims “spirals” devised to disproportionately pass claims losses to higher-level reinsurance layers. The companies involved in these programs, including ARIC, have resolved many of these disputes. The disputes involving ARIC and an affiliate, Assurant General Insurance Limited (formerly Bankers Insurance Company Limited) (“AGIL”), for the 1995 and 1996 program years, are subject to working group settlements negotiated with other market participants. Negotiations are still ongoing or will be scheduled for the remaining programs.

The Company believes, on the basis of information currently available, that the existing loss accruals related to these programs are adequate. However, the inherent uncertainty of resolving these matters, including the uncertainty of estimating whether any settlements the Company may enter into in the future would be on favorable terms, makes it difficult to predict the outcomes with certainty.

As previously disclosed by the Company in its 2009 Annual Report on Form 10-K, the Company entered into a settlement on January 21, 2010 in connection with a complaint filed by the SEC regarding a finite reinsurance arrangement entered into by the Company. The Company consented, without admitting or denying the allegations in the complaint, to the entry of a judgment requiring payment of a civil penalty of $3,500, an expense that the Company accrued as of December 31, 2009, and permanently enjoining the Company from violating certain provisions of the federal securities laws. The court approved the settlement in a final judgment entered on January 25, 2010, and the Company paid the penalty during the first quarter of 2010.

In the course of implementing procedures for compliance with the new mandatory reporting requirements under the Medicare, Medicaid, and SCHIP Extension Act of 2007, Assurant Health identified a possible ambiguity in the Medicare Secondary Payer Act and related regulations about which the Company has since had a meeting with representatives of the Centers for Medicare and Medicaid Services (“CMS”). Assurant Health believes that its historical interpretation and application of such laws and regulations is correct and has requested that CMS issue a written determination to that effect. CMS has not made a determination. The Company does not believe that any loss relating to this issue is probable, nor can the Company make any estimate of any possible loss or range of possible loss associated with this issue.

15. Catastrophe Bond Program

On May 5, 2009, the Company announced the establishment of a multi-year catastrophe bond program to provide reinsurance protection for losses resulting from hurricanes. As part of the program, certain of the Company’s subsidiaries (the “Subsidiaries”) entered into two reinsurance agreements with Ibis Re Ltd., an independent special purpose reinsurance company domiciled in the Cayman Islands (“Ibis Re”). The Ibis Re agreements provide up to $150,000 of reinsurance coverage for protection against losses over a three-year period from individual hurricane events in Hawaii and along the Gulf and Eastern Coasts of the United States. The agreements expire in May 2012. Ibis Re financed the property catastrophe reinsurance coverage by issuing catastrophe bonds in an aggregate amount of $150,000 to unrelated investors (the “Series 2009-1 Notes”).

On April 27, 2010, the Subsidiaries entered into two additional reinsurance agreements with Ibis Re providing up to $150,000 of reinsurance coverage for protection against losses over a three-year period from individual hurricane events in Hawaii and along the Gulf and Eastern Coasts of the United States. The agreements expire in May 2013. Ibis Re financed the property catastrophe reinsurance coverage by issuing catastrophe bonds in an aggregate amount of $150,000 to unrelated investors (the “Series 2010-1 Notes”).

The $300,000 of fully collateralized hurricane coverage, purchased from Ibis Re provides per occurrence first event coverage as part of the Company’s catastrophe program. This $300,000 of coverage represents approximately 26.5% of the $1,130,000 of first event coverage (net

of reimbursements of the Florida Hurricane Catastrophe Fund) purchased by the Company in excess of the Company’s $155,000 retention. The coverage is expected to provide protection for a storm that generates in excess of approximately $450,000 of losses net of any reimbursements from the Florida Hurricane Catastrophe Fund.

Under the terms of these reinsurance agreements, the Subsidiaries are obligated to pay annual reinsurance premiums to Ibis Re for the reinsurance coverage. The reinsurance agreements with Ibis Re utilize a dual trigger that is based upon an index that is created by applying predetermined percentages to insured industry losses in each state in the covered area as reported by an independent party and the Subsidiaries’ covered losses incurred. Reinsurance contracts that have a separate, pre-identified variable (e.g., a loss-based index) are accounted for as reinsurance if certain conditions are met. In the case of the reinsurance agreements with Ibis Re, these conditions were met, thus the Company accounted for them as reinsurance in accordance with the guidance for reinsurance contracts.

Amounts payable to the Subsidiaries under the reinsurance agreements will be determined by the index-based losses, which are designed to approximate the Subsidiaries’ actual losses from any covered event. The amount of actual losses and index losses from any covered event may differ. For each covered event, Ibis Re pays the Subsidiaries the lesser of the covered index-based losses or the Subsidiaries’ actual losses. The principal amount of the catastrophe bonds will be reduced by any amounts paid to the Subsidiaries under the reinsurance agreements. The Subsidiaries have not incurred any losses subject to the reinsurance agreements since their inception.

As with any reinsurance agreement, there is credit risk associated with collecting amounts due from reinsurers. In connection with the issuance of the Series 2009-1 Notes, Ibis Re set up two reinsurance trusts to hold certain investments to secure payments to the Subsidiaries under the reinsurance agreements and the repayment of principal to the bondholders, as applicable, and entered into two related total return swap agreements. Refer to the “Loss Protection and Capital Management” section included in Note 14 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 for further discussion.

With regard to the Series 2010-1 Notes, the credit risk is mitigated by two reinsurance trust accounts. Each reinsurance trust account has been funded by Ibis Re with money market funds that invest solely in direct government obligations backed by the U.S. government with maturities of no more than 13 months. The money market funds must have a principal stability rating of at least AAAm by Standard & Poor’s.

At the time the agreements were entered into with Ibis Re, the Company evaluated the applicability of the accounting guidance that addresses variable interest entities (“VIEs”). Entities which do not have sufficient equity at risk to allow the entity to finance its activities without additional financial support or in which the equity investors, as a group, do not have the characteristic of a controlling financial interest are referred to as VIEs. A VIE is consolidated by the variable interest holder that is determined to have the controlling financial interest (primary beneficiary) as a result of having both the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and the obligation to absorb losses or right to receive benefits from the VIE that could potentially be significant to the VIE. The Company determines whether it is the primary beneficiary of an entity subject to consolidation based on a qualitative assessment of the VIE’s capital structure, contractual terms, nature of the VIE’s operations and purpose and the Company’s relative exposure to the related risks of the VIE on the date it becomes initially involved in the VIE. The Company reassesses its VIE determination with respect to an entity on an ongoing basis.

As a result of the evaluation of the reinsurance agreements with Ibis Re, the Company concluded that Ibis Re is a VIE. However, while Ibis Re is a VIE, the Company concluded that it does not have a significant variable interest in Ibis Re as the variability in Ibis Re’s results, caused by the reinsurance agreements, is expected to be absorbed entirely by the bondholders and the Company is not entitled to any residual amounts. Accordingly, the Company is not the primary beneficiary of Ibis Re and does not consolidate the entity in the Company’s financial statements.

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(Dollar amounts in thousands)

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) addresses the financial condition of Assurant, Inc. and its subsidiaries (which we refer to collectively as “Assurant” or “the Company”) as of June 30, 2010, compared with December 31, 2009, and our results of operations for the three and six months ended June 30, 2010 and 2009. This discussion should be read in conjunction with our MD&A and annual audited consolidated financial statements as of December 31, 2009 included in our Annual Report on Form 10-K for the year ended December 31, 2009 filed with the U.S. Securities and Exchange Commission (the “SEC”) and the June 30, 2010 unaudited consolidated financial statements and related notes included elsewhere in this Form 10-Q.

Some of the statements included in this MD&A and elsewhere in this report, particularly those anticipating future financial performance, business prospects, growth and operating strategies and similar matters, are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. You can identify these statements by the fact that they may use words such as “will,” “may,” “anticipates,” “expects,” “estimates,” “projects,” “intends,” “plans,” “believes,” “targets,” “forecasts,” “potential,” “approximately,” or the negative version of those words and other words and terms with a similar meaning. Any forward-looking statements contained in this report are based upon our historical performance and on current plans, estimates and expectations. The inclusion of this forward-looking information should not be regarded as a representation by us or any other person that the future plans, estimates or expectations contemplated by us will be achieved. Our actual results might differ materially from those projected in the forward-looking statements. The Company undertakes no obligation to update or review any forward-looking statement, whether as a result of new information, future events or other developments.

In addition to the factors described in the section below entitled “Critical Factors Affecting Results,” the following risk factors could cause our actual results to differ materially from those currently estimated by management: (i) the effects of the Patient Protection and Affordable Care Act and the rules and regulations to be promulgated thereunder on our health and employee benefits businesses and consequent changes that may occur in the market for individual and small group health insurance, disability and dental insurance; (ii) factors, including the effects of health care reform and the relationship between the Company’s market capitalization and its book value, that could result in a material impairment of goodwill on the Company’s balance sheet; (iii) loss of significant client relationships, distribution sources and contractual arrangements; (iv) losses due to natural and man-made catastrophes; (v) failure to attract and retain sales representatives; (vi) inability of reinsurers to meet their obligations; (vii) unfavorable outcomes in litigation and/or regulatory investigations that could negatively affect our business and reputation; (viii) current or new laws and regulations that could increase our costs and/or decrease our revenues; (ix) general global economic, financial market and political conditions (including difficult conditions in financial, capital and credit markets, the global economic slowdown, fluctuations in interest rates, mortgage rates, monetary policies, unemployment and inflationary pressure); (x) inadequacy of reserves established for future claims losses; (xi) failure to predict or manage benefits, claims and other costs; (xii) increases or decreases in tax valuation allowances; (xiii) fluctuations in exchange rates and other risks related to our international operations; (xiv) unavailability, inadequacy and unaffordable pricing of reinsurance coverage; (xv) diminished value of invested assets in our investment portfolio (due to, among other things, volatility in financial markets, the global economic slowdown, credit and liquidity risk, other than temporary impairments and inability to target an appropriate overall risk level); (xvi) insolvency of third parties to whom we have sold or may sell businesses through reinsurance or modified co-insurance; (xvii) credit risk of some of our agents in Assurant Specialty Property and Assurant Solutions; (xviii) a decline in our credit or financial strength ratings (including the risk of ratings downgrades in the insurance industry); (xix) failure to effectively maintain and modernize our information systems; (xx) failure to protect client information and privacy; (xxi) failure to find and integrate suitable acquisitions and new insurance ventures; (xxii) inability of our subsidiaries to pay sufficient dividends; (xxiii) failure to provide for succession of senior management and key executives; and (xxiv) significant competitive pressures in our businesses and cyclicality of the insurance industry. For a detailed discussion of the risk factors that could affect our actual results, please refer to the risk factors identified in our SEC reports, including, but not limited to, our 2009 Annual Report on Form 10-K, First Quarter 2010 Form 10-Q and this Second Quarter Form 10-Q, as filed with the SEC.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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Company Overview

Assurant is a provider of specialized insurance products and related services in North America and select worldwide markets. We have five reportable segments, four of which are operating segments, Assurant Solutions, Assurant Specialty Property, Assurant Health, and Assurant Employee Benefits. These operating segments have partnered with clients who are leaders in their industries and have built leadership positions in a number of specialty insurance market segments in the United States of America (“U.S.”) and select worldwide markets. The Assurant operating segments provide creditor-placed homeowners insurance, manufactured housing homeowners insurance, debt protection administration, credit-related insurance, warranties and service contracts, individual health and small employer group health insurance, group dental insurance, group disability insurance, group life insurance and pre-funded funeral insurance.

Our remaining segment is Corporate & Other which includes activities of the holding company, financing and interest expenses, net realized gains (losses) on investments, interest income earned from short-term investments held and additional costs associated with excess of loss reinsurance programs reinsured and ceded to certain subsidiaries in the London market between 1995 and 1997. Corporate & Other also includes the amortization of deferred gains associated with the sales of Fortis Financial Group and Long-Term Care through reinsurance agreements.

The following discussion is for the three and six months ended June 30, 2010 (“Second Quarter 2010” and “Six Months 2010,” respectively) and the three and six months ended June 30, 2009 (“Second Quarter 2009” and “Six Months 2009,” respectively).

Results for Second Quarter 2010 and Six Months 2010 improved over their comparable 2009 periods because of disciplined decision-making and our ability to adapt and better position our businesses, including redesigning products, reducing expenses, and when necessary, adjusting prices. We are adding new clients, retaining existing accounts and finding opportunities in the areas we have targeted for growth. Overall, we are encouraged and believe our results demonstrate the strength of our specialty strategy.

During Second Quarter 2010, we took advantage of what we believe is an attractive share price by repurchasing 6,066,216 of the Company’s outstanding common shares for $215,109, bringing our Six Month 2010 repurchases to 9,492,685 shares. We have decreased our stock repurchase activity entering third quarter since it’s the start of hurricane season. We also paid $17,876 in dividends during Second Quarter 2010, as we increased our quarterly dividend to $0.16 per share. This is the sixth consecutive year we have raised our dividend. In total, we returned $232,985 and $359,756 of capital to shareholders during Second Quarter 2010 and Six Months 2010, respectively.

At Assurant Solutions, we continued to see improvements in the United Kingdom (“UK”) operating results. Our international combined ratio improved 50 basis points from First Quarter 2010, which was slightly below our goal. We added several new clients in Latin America, which has lead to additional expenses ahead of earned revenues. However, we expect further improvements in our international combined ratio over the remainder of 2010.

The slowdown in consumer spending continues to hurt retail sales, however, we are finding new clients both internationally and domestically to increase our sales. Finally, our original equipment manufacturers and wireless strategies have us well-positioned for long-term growth, especially when consumer spending rebounds.

During Second Quarter 2010, Assurant Specialty Property added subprime loans from a new client and an existing partnership with a specialty servicer which helped mitigate the macro-trends of declining loan originations and sub-prime loans outstanding.

At Assurant Health, we experienced modest improvements in the core business due to pricing and product actions we implemented. During Second Quarter 2010, we completed an extensive review of our business and considered a number of possible future strategies for the long-term business in response to the impact of health care reform. See further discussion below in “Critical Factors Affecting Results and Liquidity”.

At Assurant Employee Benefits, results improved as loss experience continues to be favorable. However, small business clients continue to be challenged by a difficult economic environment. In order to achieve efficiencies, make our products more competitive and position the business for growth, Employee Benefits made the difficult decision to reduce its workforce in order to make the segment stronger moving forward. Even in this difficult environment, we have been able to grow through Disability Reinsurance Management Services (“DRMS”), our alternative distribution channel. We continue to invest in our voluntary capabilities to remain positioned to meet employer and employee needs for the long term.

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Critical Factors Affecting Results and Liquidity

Our results depend on the adequacy of our product pricing, underwriting and the accuracy of our methodology for the establishment of reserves for future policyholder benefits and claims, returns on and values of invested assets and our ability to manage our expenses. Therefore, factors affecting these items, including unemployment, difficult conditions in financial markets and the global economy, may have a material adverse effect on our results of operations or financial condition. Similarly, the effects of proposed or recently passed government regulation, including the recently passed Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010 (“Health Care Reform”), on our operations, sales and profitability are not yet known, but could materially and adversely affect our results of operations or financial condition. For more information on these factors, see “Item 1A—Risk Factors” and “Item 7—MD&A Critical Factors Affecting Results” in our 2009 Annual Report on Form 10-K, and “Item 1A-Risk Factors” in this report below.

In March 2010, President Obama signed Health Care Reform into law. Provisions of the Health Care Reform become effective at various dates over the next several years. The Department of Health and Human Services (“HHS”) and The National Association of Insurance Commissioners (“NAIC”) have yet to issue final regulations and guidance with respect to Health Care Reform. The exact impact of Health Care Reform is not yet fully known, but it will have far-reaching effects on the entire health care delivery system in the United States.

During the Second Quarter 2010, we completed an extensive review of our health business and considered a number of possible future strategies. Three critical themes emerged from our review: we believe there will be significant opportunities for us to sell individual medical insurance products, although the dynamics and characteristics of the post-reform market will be different; specialty expertise will still be required; and we believe that we can earn adequate profits in this business over the long-term, without making large commitments of capital. In order to do so, we know that modifications in our mode of operations will be necessary. Modifications will include lowering the operating costs across the Company and improving efficiency in the distribution of our products. However, all of the Health Care Reform transition rules are not in place. The full impact of Health Care Reform will not be known for many years. For more information, see “Item 1A—Risk Factors” and “Item 7—MD&A Critical Factors Affecting Results” in our 2009 Annual Report on Form 10-K, and “Item 1A-Risk Factors” in this report below.

Management believes the Company will have sufficient liquidity to satisfy its needs over the next twelve months including the ability to pay interest on our Senior Notes and dividends on our common shares.

For the six months ended June 30, 2010, net cash provided by operating activities totaled $313,313; net cash used in investing activities totaled $187,853 and net cash used in financing activities totaled $440,289. We had $1,003,723 in cash and cash equivalents as of June 30, 2010. Please see “—Liquidity and Capital Resources,” below for further details.

Critical Accounting Policies and Estimates

Our 2009 Annual Report on Form 10-K described the accounting policies and estimates that are critical to the understanding of our results of operations, financial condition and liquidity. The accounting policies and estimation process described in the 2009 Annual Report on Form 10-K were consistently applied to the unaudited interim consolidated financial statements for the six months ended June 30, 2010.

In our 2009 Annual Report on Form 10-K, our accounting policy and estimation process for goodwill was disclosed. The Health Care Reform legislation discussed above could have a material impact on the valuation of the goodwill attributed to our Health and Employee Benefits segments. Numerous rules and regulations governing transition issues have not yet been issued, making even near-term projections difficult. For example, the 80% minimum medical loss ratio for individual markets is subject to adjustment by HHS, if HHS determines that the requirement is disruptive to the market. Any adjustment to the transition rules for minimum loss ratios could have a material impact on our future results. As key provisions of the legislation are clarified and we are better able to estimate the impact on our results, we could conclude that our goodwill and other intangible assets are impaired. See “Item 1A – Risk Factors” for further details.

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Assurant Consolidated

Overview

The table below presents information regarding our consolidated results of operations:

The following discussion provides a general overall analysis of how the consolidated results were affected by our four operating segments and our Corporate and Other segment for Second Quarter 2010 and Six Months 2010, and Second Quarter 2009 and Six Months 2009. Please see the discussion that follows, for each of these segments, for a more detailed analysis of the fluctuations.

For The Three Months Ended June 30, 2010 Compared to The Three Months Ended June 30, 2009.

Net Income

The Company reported net income of $164,675 in Second Quarter 2010, a decrease of $28,647 or 15%, compared with $193,322 of net income for Second Quarter 2009. The decrease was primarily due to a favorable legal settlement in Second Quarter 2009 of $84,996 (after-tax), net of attorney fees and allowances for related recoverables. Excluding the income related to this settlement, net income would have increased $56,349, primarily due to better underwriting results in all four of our operating segments, including a $17,421 (after-tax) benefit from a reserve decrease due to a legal settlement in Assurant Health and net realized gains on investments, which improved by $16,441 (after-tax).

For The Six Months Ended June 30, 2010 Compared to The Six Months Ended June 30, 2009.

Net Income

Net income increased $47,995, or 18%, to $321,898 for Six Months 2010 from $273,903 for Six Months 2009. The increase was primarily due to better underwriting results in all four of our operating segments, including a $17,421 (after-tax) benefit from a reserve decrease due to a legal settlement in Assurant Health and an increase of $55,546 (after-tax) in net realized gains on investments. These increases were partially offset by the $84,996 (after-tax) favorable legal settlement discussed above.

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June 30, 2010 2009 2010 2009

Revenues:

Net earned premiums and other considerations $ 1,849,895 $ 1,875,866 $ 3,756,538 $ 3,750,445 Net investment income 175,196 174,932 349,210 353,411 Net realized gains (losses) on investments 19,152 (6,142 ) 23,625 (61,831 ) Amortization of deferred gain on disposal of Businesses 6,024 6,750 12,105 13,552 Fees and other income 90,027 222,203 166,672 305,909

Total revenues 2,140,294 2,273,609 4,308,150 4,361,486

Benefits, losses and expenses:

Policyholder benefits 905,316 989,402 1,833,312 1,949,744 Selling, underwriting and general expenses (1) 966,361 987,529 1,942,694 1,942,008 Interest expense 15,161 15,160 30,322 30,349

Total benefits, losses and expenses 1,886,838 1,992,091 3,806,328 3,922,101

Income before provision for income taxes 253,456 281,518 501,822 439,385 Provision for income taxes 88,781 88,196 179,924 165,482

Net income $ 164,675 $ 193,322 $ 321,898 $ 273,903

(1) Includes amortization of deferred acquisition costs (“DAC”) and value of business acquired (“VOBA”) and underwriting, general and

administrative expenses.

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Assurant Solutions

Overview

The tables below present information regarding Assurant Solutions’ segment results of operations:

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June 30, 2010 2009 2010 2009

Revenues:

Net earned premiums and other considerations $ 629,682 $ 666,935 $ 1,275,046 $ 1,311,547 Net investment income 98,956 97,106 197,409 195,101 Fees and other income 54,580 51,960 100,292 103,991

Total revenues 783,218 816,001 1,572,747 1,610,639


Policyholder benefits 228,776 261,325 456,407 533,347 Selling, underwriting and general expenses 503,172 509,388 1,014,262 984,992

Total benefits, losses and expenses 731,948 770,713 1,470,669 1,518,339

Segment income before provision for income taxes 51,270 45,288 102,078 92,300 Provision for income taxes 20,947 17,394 42,889 34,095

Segment net income $ 30,323 $ 27,894 $ 59,189 $ 58,205

Net earned premiums and other considerations:

Domestic:

Credit $ 47,343 $ 62,740 $ 98,271 $ 128,681 Service contracts 336,043 354,783 675,139 701,291 Other (1) 12,723 22,054 24,936 36,633

Total domestic 396,109 439,577 798,346 866,605

International:

Credit 83,360 79,835 170,099 154,008 Service contracts 109,275 97,280 226,464 185,183 Other (1) 5,261 4,107 9,367 7,767

Total international 197,896 181,222 405,930 346,958

Preneed 35,677 46,136 70,770 97,984

Total $ 629,682 $ 666,935 $ 1,275,046 $ 1,311,547

Fees and other income:

Domestic:

Debt protection $ 8,434 $ 10,232 $ 18,070 $ 19,503 Service contracts 27,509 23,068 50,665 50,777 Other (1) 2,108 5,593 4,663 9,541

Total domestic 38,051 38,893 73,398 79,821

International 6,920 7,330 13,315 13,401 Preneed 9,609 5,737 13,579 10,769

Total $ 54,580 $ 51,960 $ 100,292 $ 103,991

Gross written premiums (2):

Domestic:

Credit $ 107,259 $ 136,450 $ 211,129 $ 271,796 Service contracts 291,426 245,306 569,155 492,189 Other (1) 15,293 43,985 30,211 59,059

Total domestic 413,978 425,741 810,495 823,044

International:

Credit 240,348 197,605 486,880 368,984 Service contracts 110,116 98,494 231,408 205,564 Other (1) 6,330 6,734 11,546 12,121

Total international 356,794 302,833 729,834 586,669

Total $ 770,772 $ 728,574 $ 1,540,329 $ 1,409,713

Preneed (face sales) $ 216,681 $ 126,263 $ 367,755 $ 229,387

Combined ratios (3):

Domestic 97.8 % 97.6 % 97.0 % 98.0 % International 107.3 % 111.6 % 107.5 % 109.5 %

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Net Income

Segment net income increased $2,429, or 9%, to $30,323 for Second Quarter 2010 from $27,894 for Second Quarter 2009, primarily due to better international results driven by improved loss experience in our UK credit insurance business, favorable domestic service contract loss experience and the favorable impact of foreign exchange rates. These favorable items were partially offset by decreased underwriting results in our run-off businesses, which included income from a one-time campaign with Ford Motor Company conducted and completed in Second Quarter 2009. In addition, Second Quarter 2009 net income included a restructuring charge of $2,400 (after-tax).

Total Revenues

Total revenues decreased $32,783, or 4%, to $783,218 for Second Quarter 2010 from $816,001 for Second Quarter 2009 primarily due to three main factors: a decline in domestic service contract net earned premiums related to lower earnings from reduced service contract sales in 2009 from former clients that are no longer in business; the run-off of preneed policies sold before January 1, 2009; and the continued run-off of our domestic credit insurance business. These decreases were partially offset by increases in both our domestic and international service contract businesses resulting from the addition of new clients and the favorable impact of foreign exchange rates. Fees and other income also grew due to increases in preneed business sold after January 1, 2009 and net investment income increased $1,850 mainly due to the favorable impact of foreign exchange rates.

Gross written premiums increased $42,198, or 6%, to $770,772 for Second Quarter 2010 from $728,574 for Second Quarter 2009. This increase was driven by higher domestic service contract business of $46,120, due to the addition of new clients and an increase in automobile service contracts purchased as automobile sales increase. Gross written premiums from our international credit business increased $42,743 due to growth in several countries from both new and existing clients and from the favorable impact of foreign exchange rates. Gross written premiums from our international service contract business increased $11,622, primarily due to favorable foreign exchange rates and growth from existing clients, partially offset by lower premiums in Denmark due to our decision to exit that market in 2009. Gross written premiums from our domestic credit insurance business decreased $29,191 due to the continued runoff of this product line. Other domestic gross written premiums decreased $28,692 mainly due to production from a one-time campaign with Ford Motor Company conducted and completed in Second Quarter 2009. Preneed face sales increased $90,418 primarily the result of increased consumer buying in advance of a less favorable consumer tax rate change effective July 1, 2010 in certain Canadian provinces, as well as growth from our exclusive distribution partnership with SCI and increased sales initiatives.

Total Benefits, Losses and Expenses

Total benefits, losses and expenses decreased $38,765, or 5%, to $731,948 for Second Quarter 2010 from $770,713 for Second Quarter 2009. Policyholder benefits decreased $32,549 due to improved loss experience in our UK credit business, the run-off of preneed policies sold before January 1, 2009 and the continued run-off of our domestic credit business. Selling, underwriting and general expenses decreased $6,216. Commissions, taxes, licenses and fees, of which amortization of DAC is a component, decreased $6,999 due to lower earnings in our domestic service contract business, partially offset by higher earnings in our international business coupled with the unfavorable impact of foreign exchange rates. In addition, Second Quarter 2009 general expenses included a restructuring charge of $3,700.

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(1) This includes emerging products and run-off products lines. (2) Gross written premiums does not necessarily translate to an equal amount of subsequent net earned premiums since Assurant Solutions

reinsures a portion of its premiums to insurance subsidiaries of its clients. (3) The combined ratio is equal to total benefits, losses and expenses divided by net earned premiums and other considerations and fees and

other income excluding the preneed business.

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Net Income

Segment net income increased $984, or 2%, to $59,189 for Six Months 2010 from $58,205 for Six Months 2009 primarily due to better international results including improved loss experience in our UK credit insurance business, favorable domestic service contract loss experience and the favorable impact of foreign exchange rates. In addition, Second Quarter 2009 net income included a restructuring charge of $2,400 (after-tax). These items were partially offset by decreased underwriting results in our run-off businesses, a $4,605 (after-tax) change in the value of our consumer price index caps (derivative instruments that protect against inflation risk in our preneed product), and a higher effective tax rate. The higher effective tax rate was primarily caused by a $2,800 increase in a tax valuation allowance related to deferred tax assets that resulted from our European business restructuring. Due to changes in the mix of earnings by country and increases in state income taxes in the U.S., we expect that the effective tax rate will continue to remain high for the next several quarters.

Total Revenues

Total revenues decreased $37,892, or 2%, to $1,572,747 for Six Months 2010 from $1,610,639 for Six Months 2009 due to three main factors: the run-off of preneed policies sold before January 1, 2009; the continued run-off of our domestic credit business; and decreases in our domestic service contract business related to former clients that are no longer in business. Fees and other income also decreased due to mark-to-market losses associated with our consumer price index caps (discussed above). These decreases were partially offset by growth in our international business from both the addition of new service contract clients and the favorable impact of foreign exchange rates. Net investment income increased due to the favorable impact of foreign exchange rates.

Gross written premiums increased $130,616, or 9%, to $1,540,329 for Six Months 2010 from $1,409,713 for Six Months 2009. This increase was driven by higher international credit business of $117,896 due to growth in several countries from both new and existing clients and from the favorable impact of foreign exchange rates. Gross written premiums from our domestic service contract business increased $76,966 due to the addition of new clients and an increase in service contracts as auto sales increased. Also, gross written premiums increased $21,200 from a one-time First Quarter 2010 true-up of premiums reported by certain third parties in a timelier manner than in the past. This true-up had no effect on net earned premiums. Gross written premiums from our international service contract business increased $25,844, primarily due to favorable foreign exchange rates and growth from existing clients, partially offset by lower premiums in Denmark due to our decision to exit that market in 2009. Gross written premiums from our domestic credit insurance business decreased $60,667, due to the continued runoff of this product line. Other domestic gross written premiums decreased $28,848 mainly due to a one-time campaign with Ford Motor Company conducted and completed in Second Quarter 2009 for which earnings continued into future periods. Preneed face sales increased $138,368 primarily from the result of increased consumer buying in advance of a less favorable consumer tax rate change effective July 1, 2010 in certain Canadian provinces, as well as growth from our exclusive distribution partnership with SCI and increased sales initiatives.


Improved loss experience in our domestic service contract business from existing and run-off clients, the run-off of preneed policies sold before January 1, 2009, and the continued run-off of our domestic credit business contributed to total benefits, losses and expenses decreasing $47,670, or 3%, to $1,470,669 for Six Months 2010 from $1,518,339 for Six Months 2009. Policyholder benefits decreased $76,940. Selling, underwriting and general expenses increased $29,270. Commissions, taxes, licenses and fees, of which amortization of DAC is a component, increased $21,508 due in part to higher earnings in our international business coupled with the unfavorable impact of foreign exchange rates, partially offset by lower earnings in our domestic service contract business. General expenses increased $7,762 primarily due to costs incurred, which include amortization of previously capitalized upfront bonus payments, as we continue to grow our international business and distribution channels, as well as the unfavorable impact of foreign exchange rates. Partially offsetting these increases is a restructuring charge of $3,700 in Six Months 2009 and cost savings realized as a result of this restructuring in Six Months 2010.

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Assurant Specialty Property

Overview

The tables below present information regarding Assurant Specialty Property’s segment results of operations:


Net Income

Despite a $4,986 (after-tax) charge for catastrophe losses from Tennessee storms, Second Quarter 2010 segment net income increased $12,489, or 14%, to $103,717 for Second Quarter 2010 from $91,228 for Second Quarter 2009. The improvement reflected lower smaller-scale weather related loss experience and reduced expenses due to continued expense management efforts.

Total Revenues

Total revenues increased $3,192, or 1%, to $522,992 for Second Quarter 2010 from $519,800 for Second Quarter 2009. Growth in creditor-placed homeowners, creditor-placed flood and renters insurance net earned premiums and increased fee income were offset by increased ceded creditor-placed homeowners’ premiums and lower real estate owned premiums.


Total benefits, losses and expenses decreased $16,531, or 4%, to $365,052 for Second Quarter 2010 from $381,583 for Second Quarter 2009. The decrease was due to lower policyholder benefits of $2,961 and lower selling, underwriting, and general

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June 30, 2010 2009 2010 2009

Revenues:

Net earned premiums and other considerations $ 477,122 $ 477,838 $ 985,944 $ 971,628 Net investment income 27,022 28,320 53,943 57,756 Fees and other income 18,848 13,642 31,948 26,966

Total revenues 522,992 519,800 1,071,835 1,056,350


Policyholder benefits 175,206 178,167 337,739 345,967 Selling, underwriting and general expenses 189,846 203,416 396,863 413,333

Total benefits, losses and expenses 365,052 381,583 734,602 759,300




By major product groupings

Homeowners (creditor placed and voluntary) $ 325,735 $ 336,338 $ 680,144 $ 684,785 Manufactured housing (creditor placed and voluntary) 53,686 55,128 111,186 111,004

Other (1) 97,701 86,372 194,614 175,839

Total $ 477,122 $ 477,838 $ 985,944 $ 971,628

Ratios:

Loss ratio (2) 36.7 % 37.3 % 34.3 % 35.6 % Expense ratio (3) 38.3 % 41.4 % 39.0 % 41.4 % Combined ratio (4) 73.6 % 77.6 % 72.2 % 76.0 %

(1) This primarily includes flood, miscellaneous specialty property and renters insurance products. (2) The loss ratio is equal to policyholder benefits divided by net earned premiums and other considerations. (3) The expense ratio is equal to selling, underwriting and general expenses divided by net earned premiums and other considerations and

fees and other income. (4) The combined ratio is equal to total benefits, losses and expenses divided by net earned premiums and other considerations and fees and

other income.

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expenses of $13,570. The overall loss ratio decreased 60 basis points primarily due to lower smaller-scale weather related losses, partially offset by $7,670 of reportable catastrophe losses from Tennessee storms. There were no reportable catastrophe losses in Second Quarter 2009. Commissions, taxes, licenses and fees decreased $7,583, primarily due to client contract changes that provided lower commission expense and a release of a premium tax reserve. General expenses decreased $5,987 primarily due to the non-recurrence of a $3,800 restructuring charge in Second Quarter 2009 and continued expense management efforts.


Net Income

Segment net income increased $26,299, or 13%, to $222,195 for Six Months 2010 from $195,896 for Six Months 2009. This increase was driven primarily by lower smaller-scale weather related loss experience, reduced expenses due to continued expense management efforts and a one-time favorable adjustment from an unearned premium reserve review of $7,629 (after-tax).

Total Revenues

Total revenues increased $15,485, or 2%, to $1,071,835 for Six Months 2010 from $1,056,350 for Six Months 2009 due to increases in net earned premiums. Net earned premiums increased $14,316, mainly due to the one-time favorable adjustment from an unearned premium reserve review of $13,595.


Total benefits, losses and expenses decreased $24,698, or 3%, to $734,602 for Six Months 2010 from $759,300 for Six Months 2009. The decrease was due to lower policyholder benefits of $8,228 and lower selling, underwriting, and general expenses of $16,470. The overall loss ratio decreased 130 basis points primarily due to lower smaller-scale weather related losses partially offset by $7,670 of reportable catastrophe losses from Tennessee storms. There were no reportable catastrophe losses for Six Months 2009. Commissions, taxes, licenses and fees decreased $12,010, primarily due to client contract changes that provided lower commission expense and a release of a premium tax reserve. General expenses decreased $4,460 primarily due to the non-recurrence of a $3,800 restructuring charge in Second Quarter 2009 and continued expense management efforts.

Property Catastrophe Reinsurance Program

During Second Quarter 2010, the Company completed its 2010 property catastrophe reinsurance program. As part of the program, certain of the Company’s subsidiaries entered into reinsurance agreements providing for $150,000 in multi-year, fully collateralized reinsurance from Ibis Re Ltd. (“Ibis Re”), a special purpose reinsurance company domiciled in the Cayman Islands.

Ibis Re financed the property catastrophe reinsurance coverage by issuing $150,000 in catastrophe bonds to qualified institutional buyers. As a component of our overall risk management program, the Ibis Re reinsurance consists of two separate layers of coverage for protection against losses from individual hurricane events in Hawaii and along the Gulf and Eastern Coasts of the United States and is designed to complement our existing property catastrophe reinsurance and state-specific reinsurance programs and to enhance our ability to manage risk related to catastrophe losses. For more information on our property catastrophe reinsurance program, see Note 15 to the Notes to Consolidated Financial Statements included elsewhere in this report.

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Assurant Health

Overview

The tables below present information regarding Assurant Health’s segment results of operations:

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For the Three Months

Ended June 30, For the Six Months

Ended June 30, 2010 2009 2010 2009

Revenues:


Total revenues 490,031 490,815 979,446 985,552




Segment income before provision (benefit) for income taxes 38,463 (15,986 ) 51,119 6,551 Provision (benefit) for income taxes 13,163 (5,656 ) 17,450 2,209

Segment net income (loss) $ 25,300 $ (10,330 ) $ 33,669 $ 4,342


Individual markets:

Individual medical $ 324,079 $ 316,093 $ 645,862 $ 633,163 Short-term medical 21,434 26,604 43,552 52,652

Subtotal 345,513 342,697 689,414 685,815 Small employer group 122,192 126,198 245,733 255,426

Total $ 467,705 $ 468,895 $ 935,147 $ 941,241

Membership by product line:

Individual markets:

Individual medical 558 570 Short-term medical 73 95

Subtotal 631 665 Small employer group: 116 123

Total 747 788

Ratios:

Loss ratio (1) 66.9 % 76.3 % 69.1 % 72.2 % Expense ratio (2) 29.0 % 31.2 % 29.5 % 31.2 % Combined ratio (3) 94.5 % 105.9 % 97.1 % 101.9 %

(1) The loss ratio is equal to policyholder benefits divided by net earned premiums and other considerations. (2) The expense ratio is equal to selling, underwriting and general expenses divided by net earned premiums and other considerations and

fees and other income. (3) The combined ratio is equal to total benefits, losses and expenses divided by net earned premiums and other considerations and fees and

other income.

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For the Three Months Ended June 30, 2010 Compared to The Three Months Ended June 30, 2009.

Net Income

Segment results increased $35,630, or 345%, to net income of $25,300 for Second Quarter 2010 from a net loss of $(10,330) for Second Quarter 2009. This increase was primarily due to corrective pricing actions and plan design changes taken in previous quarters, and a $17,421 (after-tax) benefit from a reserve decrease due to a legal settlement. In addition, Second Quarter 2009 had a $9,000 (after-tax) reserve strengthening due to unfavorable claim reserve development.

Total Revenues

Total revenues remained relatively flat for Second Quarter 2010 compared with Second Quarter 2009. High lapse rates driven by the increasing cost of medical coverage continued to hamper results. Net earned premiums and other considerations from our individual medical business increased $7,986, or 3%, due to premium rate increases, partially offset by a continued high level of policy lapses. Net earned premiums and other considerations from our small employer group business decreased $4,006, or 3%, due to a continued high level of policy lapses, partially offset by premium rate increases. The decline in the small employer group members was due to increased competition and our adherence to strict underwriting guidelines.


Total benefits, losses and expenses decreased $55,233, or 11%, to $451,568 for Second Quarter 2010 from $506,801 for Second Quarter 2009. Policyholder benefits decreased $44,877, or 13%, and the benefit loss ratio decreased to 66.9% from 76.3%. The decrease in the benefit loss ratio was primarily attributable to a $26,802 reserve decrease due to a legal settlement and favorable claim reserve development in Second Quarter 2010 compared to a $13,850 reserve strengthening in Second Quarter 2009. Selling, underwriting and general expenses decreased $10,356, or 7%, primarily due to reduced employee-related, advertising and technology expenses, and lower amortization of deferred acquisition costs.

For the Six Months Ended June 30, 2010 Compared to The Six Months Ended June 30, 2009.

Net Income

Segment net income increased $29,327, to $33,669 for Six Months 2010 from $4,342 for Six Months 2009 mainly due to a reserve decrease due to a legal settlement and reduced employee-related expenses associated with expense management initiatives. Six Months 2009 results included a $9,000 (after-tax) reserve strengthening due to unfavorable claim reserve development. Six Months 2010 includes the above mentioned legal reserve reduction of $17,421 (after-tax) and reduced expenses, partially offset by higher medical benefits utilization.

Total Revenues

Total revenues decreased $6,106, or 1%, to $979,446 for Six Months 2010 from $985,552 for Six Months 2009. Net earned premiums and other considerations from our individual medical business increased $12,699, or 2%, due to premium rate increases, partially offset by continued high level of policy lapses. Net earned premiums and other considerations from our small employer group business decreased $9,693, or 4%, due to a continued high level of policy lapses, partially offset by premium rate increases. The decline in small employer group business is due to increased competition and our adherence to strict underwriting guidelines. In addition, short-term medical net earned premiums and other considerations decreased $9,100 due to a reduction in policies sold, partially offset by premium rate increases.


Total benefits, losses and expenses decreased $50,674, or 5%, to $928,327 for Six Months 2010 from $979,001 for Six Months 2009. Policyholder benefits decreased $33,197, or 5%, and the benefit loss ratio decreased to 69.1% from 72.2%. The decrease in the benefit loss ratio was primarily due to a $26,802 reserve decrease due to a legal settlement and favorable claim reserve development, while Six Months 2009 included $13,850 of claim reserve strengthening. These items were partially offset by higher estimated claim experience in Six Months 2010. Selling, underwriting and general expenses decreased $17,477, or 6%, primarily due to reduced employee-related, advertising and technology expenses, and lower amortization of deferred acquisition costs.

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Health care reform

In March 2010, President Obama signed Health Care Reform into law. Provisions of Health Care Reform will become effective at various dates over the next several years. As discussed above in “Critical Factors Affecting Results and Liquidity”, during Second Quarter 2010, management completed an extensive review of the Assurant Health segment and considered a number of possible strategies. On the basis of this review, management believes that opportunities continue to exist in the individual medical marketplace and has started to consider the modifications necessary to operate in the new environment. However, the HHS and NAIC have yet to issue final regulations and guidance with respect to the Health Care Reform. As a result, the exact impact of the Health Care Reform is not yet fully known. Given the sweeping nature of the changes represented by Health Care Reform, our results of operations and financial position, including our ability to maintain the value of our goodwill and other intangible assets, could be materially adversely affected.

Assurant Employee Benefits

Overview

The tables below present information regarding Assurant Employee Benefits’ segment results of operations:


Net Income

Segment net income increased 2% to $12,393 for Second Quarter 2010 from $12,128 for Second Quarter 2009 due to improved loss experience driven by very favorable disability incidence and life mortality results. These improvements were partially

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June 30, 2010 2009 2010 2009

Revenues:


Total revenues 314,237 303,204 639,373 607,950







By major product grouping:

Group dental $ 104,778 $ 105,306 $ 212,359 $ 210,871 Group disability 121,880 108,495 251,807 218,199 Group life 48,728 48,397 96,235 96,959

Total $ 275,386 $ 262,198 $ 560,401 $ 526,029

Ratios:

Loss ratio (1) 69.2 % 71.2 % 70.4 % 73.3 % Expense ratio (2) 37.2 % 36.3 % 34.9 % 35.8 %

(1) The loss ratio is equal to policyholder benefits divided by net earned premiums and other considerations. (2) The expense ratio is equal to selling, underwriting and general expenses divided by net earned premiums and other considerations and

fees and other income.

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offset by lower net investment income and increased general expenses. As disclosed in a Current Report on Form 8-K furnished with the SEC on June 29, our Assurant Employee Benefits segment conducted a restructuring, which resulted in a Second Quarter 2010 charge of $4,349 (after-tax) compared to a similar $1,469 (after-tax) charge in Second Quarter 2009.

Total Revenues

Total revenues increased 4% to $314,237 for Second Quarter 2010 from $303,204 for Second Quarter 2009 primarily due to premiums from two DRMS clients and the acquisition of a block of business from Shenandoah Life Insurance Company (“Shenandoah”) in Fourth Quarter 2009. Partially offsetting these improvements is a challenging sales and persistency environment in existing businesses.


Total benefits, losses and expenses increased 4% to $295,222 for Second Quarter 2010 from $284,763 for Second Quarter 2009. The loss ratio decreased to 69.2% from 71.2%, primarily driven by favorable direct life, dental and disability loss experience. In DRMS’s assumed disability business loss experience was less favorable when compared to Second Quarter 2009.

The expense ratio increased to 37.2% in Second Quarter 2010 from 36.3% in Second Quarter 2009 primarily due to increased restructuring charges. In Second Quarter 2010 we recorded $6,690 in restructuring charges compared to $2,260 in Second Quarter 2009. Excluding the restructuring charges in both years, the expense ratio decreased to 34.8% for Second Quarter 2010 from 35.5% for Second Quarter 2009 primarily due to continued expense management initiatives.


Net Income

Segment net income increased 51% to $28,860 for Six Months 2010 from $19,150 for Six Months 2009. The increase in net income was primarily due to favorable life, dental and disability loss experience partially offset by higher general expenses and lower net investment income. Six Months 2010 included restructuring charges of $4,349 (after-tax) compared to $1,469 (after-tax) in Six Months 2009.

Total Revenues

Total revenues increased 5% to $639,373 for Six Months 2010 from $607,950 for Six Months 2009. Net earned premiums increased 7%, or $34,372, driven by assumed premium from two clients in our DRMS channel and the Shenandoah block of business acquisition, all added in Fourth Quarter 2009. This was offset by decreases in direct disability and life products due to a challenging sales and persistency environment which presents a challenge to revenue growth. Net investment income decreased 3%, or $2,214, due to a decrease in average invested assets and lower investment yields.


Total benefits, losses and expenses increased 3% to $595,386 for Six Months 2010 from $578,778 for Six Months 2009. The loss ratio decreased to 70.4% from 73.3%, primarily due to favorable loss experience across our direct life, disability and dental products. Disability incidence and life mortality levels were favorable compared to prior year.

The expense ratio decreased to 34.9% for Six Months 2010 from 35.8% for Six Months 2009, driven by higher net earned premiums and expense management initiatives partially offset by restructuring charges. In Six Months 2010 we recorded $6,690 in restructuring charges compared to $2,260 in Six Months 2009. Excluding the restructuring charges in both years, the expense ratio decreased to 33.8% for Six Months 2010 from 35.4% for Six Months 2009 due to continued expense management.

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Assurant Corporate & Other

The table below presents information regarding the Corporate & Other segment’s results of operations:


Net (Loss) Income

Segment results declined $79,460 to a net loss of $(7,058) for Second Quarter 2010 compared with net income of $72,402 for Second Quarter 2009. Results declined on a comparative basis due to three main factors: $2,949 (after-tax) of restructuring charges in Second Quarter 2010; a favorable legal settlement of $84,996 (after-tax) in Second Quarter 2009 and a tax benefit of $13,021 in Second Quarter 2009 related to the change in our deferred tax asset valuation allowance. The decline in Second Quarter 2010 was partially offset by improved net realized gains on investments of $16,441 (after-tax) and an additional $5,729 tax benefit from a change in certain tax liabilities in Second Quarter 2010 compared to prior period.

Total Revenues

Total revenues decreased $113,973, to $29,816 for Second Quarter 2010 compared with $143,789 for Second Quarter 2009. The decrease in revenues is due to a favorable legal settlement of $139,000 in Second Quarter 2009. Partially offsetting the favorable legal settlement are improved net realized gains on investments of $25,294 in Second Quarter 2010 from Second Quarter 2009.


Total expenses decreased $5,183, to $43,048 for Second Quarter 2010 compared with $48,231 for Second Quarter 2009. The decrease in expenses is primarily due to $8,237 of attorney fees and allowances for related recoverables related to the favorable legal settlement in Second Quarter 2009. This increase was partially offset by $4,537 of restructuring charges in Second Quarter 2010.


Net Loss

Segment net loss deteriorated $18,325, to $(22,015) for Six Months 2010 compared with $(3,690) for Six Months 2009. Segment results decreased mainly due to a favorable legal settlement of $84,996 (after-tax) in Six Months 2009. Corporate and Other results were also negatively affected by $2,949 (after-tax) of restructuring charges in Six Months 2010. These declines were partially offset by improvement in net realized gains on investments of $55,546 (after-tax) and a $5,150 tax benefit from a change in certain tax liabilities in Six Months 2010 compared to prior period.

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June 30, 2010 2009 2010 2009

Revenues:

Net investment income $ 4,541 $ 3,967 $ 8,806 $ 8,381 Net realized gains (losses) on investments 19,152 (6,142 ) 23,625 (61,831 ) Amortization of deferred gain on disposal of business 6,024 6,750 12,105 13,552 Fees and other income 99 139,214 213 140,893

Total revenues 29,816 143,789 44,749 100,995


Policyholder benefits (1,988 ) 5,496 (2,038 ) 5,328 Selling, underwriting and general expenses 29,875 27,575 49,060 51,006 Interest expense 15,161 15,160 30,322 30,349


Segment (loss) income before (benefit) provision for income taxes (13,232 ) 95,558 (32,595 ) 14,312

(Benefit) provision for income taxes (6,174 ) 23,156 (10,580 ) 18,002

Segment net (loss) income $ (7,058 ) $ 72,402 $ (22,015 ) $ (3,690 )

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Total Revenues

Total revenues decreased $56,246, to $44,749 for Six Months 2010 compared with $100,995 for Six Months 2009. The decrease in revenues is mainly due to a favorable legal settlement of $139,000 in Six Months 2009. This decrease was partially offset by an improvement of $85,456 in net realized gains on investments.


Total expenses decreased $9,339, to $77,344 in Six Months 2010 compared with $86,683 in Six Months 2009. The decrease in expenses is mainly due to $8,237 of attorney fees and allowances for related recoverables incurred in Second Quarter 2009 related to the favorable legal settlement and additional executive compensation expense of $7,000 incurred in Six Months 2009. These increases were partially offset by $4,537 of restructuring charges in Six Months 2010.

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Investments

The Company has total investments of $13,688,746 and $13,157,832 as of June 30, 2010 and December 31, 2009, respectively. For more information on our investments see Note 4 to the Notes to Consolidated Financial Statements included elsewhere in this report.

The following table shows the credit quality of our fixed maturity securities portfolio as of the dates indicated:

Major categories of net investment income were as follows:

Net investment income remained flat for Second Quarter 2010 compared with Second Quarter 2009. Net investment income decreased $4,201, or 1.2%, to $349,210 for Six Months 2010 from $353,411 for Six Months 2009. The decrease during Six Months 2010 was primarily due to lower investment yields partially offset by higher invested assets.

After a period of declining market values in the fixed maturity and equity security markets in 2008, the credit markets have continued to improve throughout 2009 and the first half of 2010. As a result, many securities in the portfolio have shown improved market values throughout the period.

As of June 30, 2010, the Company owned $194,966 of securities guaranteed by financial guarantee insurance companies. Included in this amount was $172,910 of municipal securities, whose credit rating was AA- both with and without the guarantee.

The Company has exposure to sub-prime and related mortgages within our fixed maturity security portfolio. At June 30, 2010 approximately 1.9% of the residential mortgage-backed holdings had exposure to sub-prime mortgage collateral. This represented approximately 0.2% of the total fixed income portfolio and 0.3% of the total unrealized gain position. Of the securities with sub-prime exposure, approximately 32% are rated as investment grade. All residential mortgage-backed securities, including those with sub-prime exposure, are reviewed as part of the ongoing other-than-temporary impairment monitoring process.

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As of Fixed Maturity Securities by Credit Quality (Fair V alue) June 30, 2010 December 31, 2009

Aaa / Aa / A $ 6,520,387 61.2 % $ 6,152,842 61.8 % Baa 3,152,861 29.6 % 2,953,964 29.6 % Ba 716,263 6.7 % 647,321 6.5 % B and lower 262,178 2.5 % 212,645 2.1 %

Total $ 10,651,689 100.0 % $ 9,966,772 100.0 %

Three Months Ended


June 30, 2010 2009 2010 2009

Fixed maturity securities $ 144,119 $ 139,767 $ 286,537 $ 278,540 Equity securities 8,589 9,516 17,551 19,386 Commercial mortgage loans on real estate 21,515 23,420 43,609 47,102 Policy loans 732 815 1,454 1,591 Short-term investments 1,328 1,849 2,198 4,716 Other investments 4,029 4,222 8,524 10,009 Cash and cash equivalents 1,280 2,186 2,396 5,702

Total investment income 181,592 181,775 362,269 367,046 Investment expenses (6,396 ) (6,843 ) (13,059 ) (13,635 )

Net investment income $ 175,196 $ 174,932 $ 349,210 $ 353,411

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Liquidity and Capital Resources

Regulatory Requirements

Assurant, Inc. is a holding company, and as such, has limited direct operations of its own. Our holding company’s assets consist primarily of the capital stock of our subsidiaries. Accordingly, our future cash flows depend upon the availability of dividends and other statutorily permissible payments from our subsidiaries, such as payments under our tax allocation agreement and under management agreements with our subsidiaries. The ability to pay such dividends and to make such other payments will be limited by applicable laws and regulations of the states in which our subsidiaries are domiciled, which subject our subsidiaries to significant regulatory restrictions. The dividend requirements and regulations vary from state to state and by type of insurance provided by the applicable subsidiary. These laws and regulations require, among other things, our insurance subsidiaries to maintain minimum solvency requirements and limit the amount of dividends these subsidiaries can pay to the holding company. Along with solvency regulations, the primary driver in determining the amount of capital used for dividends is the level of capital needed to maintain desired financial strength ratings from A.M. Best. Given recent economic events that have affected the insurance industry, both regulators and rating agencies could become more conservative in their methodology and criteria, including increasing capital requirements for our insurance subsidiaries which, in turn, could negatively affect our capital resources. For 2010, the maximum amount of distributions our U.S. domiciled insurance subsidiaries could pay, under applicable laws and regulations without prior regulatory approval, is approximately $526,515. During 2010, we began a two-year project to streamline and restructure the Assurant Solutions organization which we anticipate, in conjunction with other capital savings initiatives, will free up $75,000 to $150,000 of capital which can be distributed to the holding company. During Second Quarter 2010, Assurant Solutions was able to distribute dividends of approximately $80,000 of the $150,000 identified to the holding company.

Rating organizations periodically review the financial strength of insurers, including our insurance subsidiaries. For details on the ratings of our insurance subsidiaries as of December 31, 2009, refer to “Item 1- Business- Ratings” in our 2009 Annual Report on Form 10-K.

Liquidity

Dividends or returns of capital paid by our subsidiaries were $294,849 and $703,099 for Six Months 2010 and the year ended December 31, 2009, respectively. We use these cash inflows primarily to pay expenses, to make interest payments on indebtedness, to make dividend payments to our stockholders, to make subsidiary capital contributions, to fund acquisitions and to repurchase our outstanding shares.

The primary sources of funds for our subsidiaries consist of premiums and fees collected, the proceeds from the sales and maturity of investments and net investment income. Cash is primarily used to pay insurance claims, agent commissions, operating expenses and taxes. We generally invest our subsidiaries’ excess funds in order to generate investment income.

Generally, our subsidiaries’ premiums, fees and investment income, along with planned asset sales and maturities, provide sufficient cash to pay claims and expenses. However, there are instances when unexpected cash needs arise in excess of that available from usual operating sources. In such instances, we have several options to raise needed funds, including selling assets from the subsidiaries’ investment portfolios, using holding company cash (if available), issuing commercial paper, or drawing funds from our revolving credit facility. In addition, on November 6, 2008, we filed an automatically effective shelf registration statement on Form S-3 with the SEC. This registration statement allows us to issue equity, debt or other types of securities through one or more methods of distribution. The terms of any offering would be established at the time of the offering, subject to market conditions. If we decide to make an offering of securities, we will consider the nature of the cash requirement as well as the cost of capital in determining what type of securities we may offer.

We paid dividends of $0.16 per common share on June 8, 2010 and $0.15 per common share on March 8, 2010. Any determination to pay future dividends will be at the discretion of our Board of Directors and will be dependent upon: our subsidiaries’ payment of dividends and/or other statutorily permissible payments to us; our results of operations and cash flows; our financial position and capital requirements; general business conditions; any legal, tax, regulatory and contractual restrictions on the payment of dividends; and any other factors our Board of Directors deems relevant.

We resumed our share repurchase program in 2010. On January 22, 2010, our Board of Directors authorized an additional $600,000 for the repurchase of Assurant’s outstanding common stock, bringing the total repurchase authorization, as of that date, to $770,044 for use in the open market and/or for private transactions. During the six months ended June 30, 2010, the Company repurchased 9,492,685 shares of the Company’s outstanding common stock at a cost of $324,293. As of June 30, 2010, there was $445,751 remaining under the total repurchase authorization. The timing and the amount of future repurchases will depend on market conditions and other factors.

Management believes the Company will have sufficient liquidity to satisfy its needs over the next twelve months, including the ability to pay interest on our Senior Notes and dividends on our common shares.

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Retirement and Other Employee Benefits

Our qualified pension benefits plan (“Plan”) was under-funded by $87,977 (based on the fair value of Plan assets compared to the projected benefit obligation) on a GAAP basis at December 31, 2009 and has remained at relatively the same under-funded amount as of June 30, 2010. In prior years we established a funding policy in which service cost plus 15% of qualified plan deficit will be contributed annually. During Six Months 2010, we contributed $20,000 in cash to the Plan. We expect to contribute an additional $20,000 in cash to the Plan over the remainder of 2010.

Commercial Paper Program

In March 2004 the Board authorized a $500,000 commercial paper program, to be used for working capital and other general corporate purposes. The Company’s commercial paper program requires the Company to maintain liquidity facilities either in an available amount equal to any outstanding notes from the commercial paper program or in an amount sufficient to maintain the ratings assigned to the notes issued from the commercial paper program. Our commercial paper program is rated AMB-2 by A.M. Best, P-2 by Moody’s and A2 by S&P. The Company’s subsidiaries do not maintain commercial paper or other borrowing facilities at their level. Prior to December 18, 2009 this program was backed up by a $500,000 senior revolving credit facility (“2004 Credit Facility”). This program is currently backed up by a $350,000 senior revolving credit facility, described below, of which $325,604 was available at June 30, 2010, due to outstanding letters of credit.

On December 18, 2009, the Company entered into a three-year unsecured revolving credit agreement (“2009 Credit Facility”) with a syndicate of banks arranged by JP Morgan Chase Bank, Inc. and Bank of America, Inc. The 2009 Credit Facility replaced the 2004 Credit Facility. The 2009 Credit Facility provides for revolving loans and the issuance of multi-bank, syndicated letters of credit and/or letters of credit from a sole issuing bank in an aggregate amount of $350,000 and is available until December 2012, provided the Company is in compliance with all covenants. The agreement has a sublimit for letters of credit issued under the agreement of $50,000. The proceeds of these loans may be used for the Company’s commercial paper program or for general corporate purposes.

The Company did not use the commercial paper program during the six months ended June 30, 2010 and 2009, and there were no amounts relating to the commercial paper program outstanding at June 30, 2010 and December 31, 2009. The Company did not borrow using the 2004 Credit Facility during the six months ended June 30, 2009. The Company made no borrowings using the 2009 Credit Facility and no loans are outstanding at June 30, 2010. The Company does have letters of credit outstanding of $24,396 under the 2009 Credit Facility as of June 30, 2010.

The 2009 Credit Facility contains restrictive covenants. The terms of the 2009 Credit Facility also require that the Company maintain certain specified minimum ratios and thresholds. Among others, these covenants include maintaining a maximum debt to capitalization ratio and a minimum consolidated adjusted net worth. At June 30, 2010, we were in compliance with all covenants, minimum ratios and thresholds, and there have been no material changes to the financial ratios presented in our 2009 Annual Report on Form 10-K.

Senior Notes

We have two series of senior notes outstanding in an aggregate principal amount of $975,000 (the “Senior Notes”). The first series is $500,000 in principal amount, bears interest at 5.625% per year and is due February 15, 2014. The second series is $475,000 in principal amount, bears interest at 6.750% per year and is due February 15, 2034. Our Senior Notes are rated bbb by A.M. Best, Baa1 by Moody’s and BBB by S&P, as of June 30, 2010.

Interest on our Senior Notes is payable semi-annually on February 15 and August 15 of each year. The interest expense incurred related to the Senior Notes was $15,047 for the three months ended June 30, 2010 and 2009, respectively, and $30,094 for the six months ended June 30, 2010 and 2009, respectively. There was $22,570 of accrued interest at June 30, 2010 and 2009, respectively. The Senior Notes are unsecured obligations and rank equally with all of our other senior unsecured indebtedness. The Senior Notes are not redeemable prior to maturity.

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Cash Flows

We monitor cash flows at the consolidated, holding company and subsidiary levels. Cash flow forecasts at the consolidated and subsidiary levels are provided on a monthly basis, and we use trend and variance analyses to project future cash needs making adjustments to the forecasts when needed.

The table below shows our recent net cash flows:

Net cash provided by operating activities was $313,313 and net cash used in operating activities was $(166,908) for Six Months 2010 and Six Months 2009, respectively. The increased operating activity cash flow was primarily due to an increase in gross written premiums and fewer paid claims related to 2008 hurricanes.

Net cash used in investing activities was $187,853 and net cash provided by investing activities was $5,930 for Six Months 2010 and Six Months 2009, respectively. The increase in investing activities was mainly due to an increase in purchases of fixed maturity securities and changes in our short-term investments.

Net cash used in financing activities was $440,289 and $70,524 for Six Months 2010 and Six Months 2009, respectively. The increase in financing activities was primarily due to the repurchase of our common stock and changes in our obligation under securities lending.

The table below shows our cash outflows for interest and dividends for the periods indicated:

Letters of Credit

In the normal course of business, we issue letters of credit primarily to support reinsurance arrangements. These letters of credit are supported by commitments with financial institutions. We had $24,946 and $28,566 of letters of credit outstanding as of June 30, 2010 and December 31, 2009, respectively.

Recent Accounting Pronouncements

For a discussion of recent accounting pronouncements see Note 3 of the Notes to Consolidated Financial Statements.

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June 30, Net cash provided by (used in): 2010 2009

Operating activities (1) $ 313,313 $ (166,908 ) Investment activities (187,853 ) 5,930 Financing activities (440,289 ) (70,524 )

Net change in cash $ (314,829 ) $ (231,502 )

(1) Includes effect of exchange rate changes on cash and cash equivalents.


June 30, 2010 2009

Interest paid on mandatorily redeemable preferred stock and debt $ 30,269 $ 30,299 Common stock dividends 35,464 34,260

Total $ 65,733 $ 64,559

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Our 2009 Annual Report on Form 10-K described our Quantitative and Qualitative Disclosures About Market Risk. There were no material changes to the assumptions or risks during the six months ended June 30, 2010.

Evaluation of Disclosure Controls and Procedures

The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of June 30, 2010. Based on that review, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective to provide reasonable assurance that information the Company is required to disclose in its reports under the Exchange Act is recorded, processed, summarized and reported accurately including, without limitation, ensuring that such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure.

Internal Control over Financial Reporting

During the quarter ending June 30, 2010, we have made no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Item 4. Controls and Procedures.

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PART II OTHER INFORMATION

The Company is involved in litigation in the ordinary course of business, both as a defendant and as a plaintiff. See Note 14 to the Consolidated Financial Statements for a description of certain matters. The Company may from time to time be subject to a variety of legal and regulatory actions relating to our current and past business operations. While the Company cannot predict the outcome of any pending or future litigation, examination or investigation and although no assurances can be given, the Company does not believe that any pending matter will have a material adverse effect individually or in the aggregate, on the Company’s financial position, results of operations, or cash flows.

As previously disclosed by the Company in its 2009 Annual Report on Form 10-K, the Company entered into a settlement with the SEC on January 21, 2010 in connection with a complaint filed by the SEC regarding a finite reinsurance arrangement entered into by the Company. The Company consented, without admitting or denying the allegations in the complaint, to the entry of a judgment requiring payment of a civil penalty of $3,500 and permanently enjoining the Company from violating certain provisions of the federal securities laws. The court approved the settlement in a final judgment entered on January 25, 2010, and the Company paid the penalty during the first quarter of 2010.

Certain factors may have a material adverse effect on our business, financial condition and results of operations and you should carefully consider them. It is not possible to predict or identify all such factors. For discussion of our potential risks or uncertainties, please refer to “Item 1A—Risk Factors” included in our 2009 Annual Report on Form 10-K and March 31, 2010 Quarterly Report on Form 10-Q. Except as set forth in the additional risk factor below, there have been no material changes to the risk factors disclosed in our 2009 Annual Report on Form 10-K.

Recently enacted legislation reforming the U.S. health care system may have a material adverse effect on our financial condition and results of operations.

In March 2010, President Obama signed the Patient Protection and Affordable Care Act and the Health Care and Education Affordability Reconciliation Act (collectively, “Health Care Reform”) into law. Provisions of Health Care Reform and related reforms will become effective at various dates over the next several years and make sweeping and fundamental changes to the U.S. health care system that are expected to significantly affect the health insurance industry. We are in the process of evaluating the effects of Health Care Reform and specific federal and state rules and regulations that may be promulgated thereunder on our health and employee benefits insurance businesses, as well as the overall market for individual and small group health insurance, disability and dental insurance. We cannot predict or quantify the precise effects on our business of Health Care Reform, but they will include, among other things, changes in the benefits provided under some of our products; a requirement that the loss ratios for some of our product lines be no less than specified percentages, or that we rebate the difference to consumers; the need to reduce commissions, and the consequent risk that insurance producers may sell less of our products than they have in the past; limits on lifetime and annual benefit maximums; a prohibition from imposing any pre-existing condition exclusion as it applies to enrollees under the age of 19 who apply for coverage; limits on our ability to rescind coverage for persons who have misrepresented or omitted material information when they applied for coverage and, after January 1, 2014; elimination of our ability to underwrite health insurance products with certain narrow exceptions; a requirement to offer coverage to any person who applies for such coverage; increased costs to modify and/or sell our products; intensified competitive pressures that limit our ability to increase rates due to state insurance exchanges; significant risk of customer loss; new taxes and fees; and the need to operate with a lower expense structure at both the business segment and enterprise level.

Health Care Reform may materially affect the future profitability of our business and lead to a material impairment of goodwill on the Company’s balance sheet. Generally, management evaluates whether goodwill is impaired by comparing the estimated fair value of each reporting unit to its carrying value. The estimated fair value of each reporting unit is developed using certain assumptions and estimates that could change once the impact of Health Care Reform becomes clearer. Management may conclude that goodwill (and other intangible assets) are impaired in future quarters, particularly in our Assurant Health and Assurant Employee Benefits segments. For more information, see “Item 7—MD&A—Critical Accounting Policies and Estimates” in this report and in our 2009 Annual Report on Form 10-K.

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Item 1. Legal Proceedings.

Item 1A. Risk Factors.

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Repurchase of Equity Securities:

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Item 2. Unregistered Sale of Equity Securities and Use of Proceeds

Period in 2010

Total Number of

Shares Purchased

Average Price

Paid Per

Share

Total Number of Shares

Purchased as Part of

Publicly Announced

Programs(1)

Approximate Dollar

Value of Shares that

May Yet be Purchased Under the

Programs(1)

January 1 – 31 — $ — — $ 770,044 February 1 – 28 1,304,915 30.46 1,304,915 730,290 March 1 – 31 2,121,554 32.73 2,121,554 660,860 April 1 – 30 1,783,816 35.07 1,783,816 598,300 May 1 – 31 1,982,400 35.44 1,982,400 528,044 June 1 – 30 2,300,000 35.78 2,300,000 445,751

Total 9,492,685 $ 34.16 9,492,685 $ 445,751

1) On January 22, 2010, our Board of Directors authorized an additional $600,000 for the repurchase of Assurant’s outstanding common stock, bringing the total repurchase authorization, as of that date, to $770,044 for use in the open market and/or for private transactions.

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Pursuant to the rules and regulations of the SEC, the Company has filed or incorporated by reference certain agreements as exhibits to this quarterly report on Form 10-Q. These agreements may contain representations and warranties by the parties. These representations and warranties have been made solely for the benefit of the other party or parties to such agreements and (i) may have been qualified by disclosures made to such other party or parties, (ii) were made only as of the date of such agreements or such other date(s) as may be specified in such agreements and are subject to more recent developments, which may not be fully reflected in the Company’s public disclosure, (iii) may reflect the allocation of risk among the parties to such agreements and (iv) may apply materiality standards different from what may be viewed as material to investors. Accordingly, these representations and warranties may not describe the Company’s actual state of affairs at the date hereof and should not be relied upon.

The following exhibits either (a) are filed with this report or (b) have previously been filed with the SEC and are incorporated herein by reference to those prior filings. Exhibits are available upon request at the investor relations section of our website at www.assurant.com. Our website is not a part of this report and is not incorporated by reference in this report.

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Item 6. Exhibits.

3.1 Restated Certificate of Incorporation of the Registrant.

3.2 Amended and Restated By-Laws of the Registrant.

10.1

Amended and Restated Assurant, Inc. Long Term Equity Incentive Plan (incorporated by reference from Exhibit 10.1 to the Registrant’s Form 8-K, originally filed on May 17, 2010).*

12.1 Computation of Ratio of Consolidated Earnings to Fixed Charges as of June 30, 2010.

31.1 Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer.

31.2 Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer.

32.1

Certification of Chief Executive Officer of Assurant, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

Certification of Chief Financial Officer of Assurant, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statement of Operations, (iii) the Consolidated Statement of Changes in Stockholders’ Equity, (iv) the Consolidated Statement of Cash Flows, and (v) Notes to Consolidated Financial Statements, tagged as blocks of text.†

* Management contract or compensatory plan or arrangement. † Users of this data are advised pursuant to Rule 406T of Regulation S-T that this interactive data file is deemed not filed or part of a

registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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ASSURANT, INC.

Date: August 4, 2010 By: / S / R OBERT B. P OLLOCK Name: Robert B. Pollock

Title: President and Chief Executive Officer

Date: August 4, 2010 By: / S / M ICHAEL J. P ENINGER Name: Michael J. Peninger

Title: Executive Vice President and Chief Financial Officer

Exhibit 3.1

RESTATED CERTIFICATE OF INCORPORATION

OF

ASSURANT, INC.

The present name of the corporation is Assurant, Inc. The corporation was incorporated under the name “Assurant, Inc.” by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware on October 10, 2003. This Restated Certificate of Incorporation of the corporation, which restates and integrates, and does not further amend the corporation’s Certificate of Incorporation as heretofore amended or supplemented, there being no discrepancy between those provisions and the provisions of this restated Certificate of Incorporation, was duly adopted in accordance with the provisions of Section 245 of the General Corporation Law of the State of Delaware. The Certificate of Incorporation of the corporation is hereby restated to read in its entirety as follows:

FIRST : The name of the corporation is Assurant, Inc.

SECOND : The registered office and registered agent of the corporation is The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

THIRD : The purposes of the corporation are to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH : (1) The total number of shares of all classes of stock which the corporation shall have authority to issue is 1,000,550,002, consisting of (a) 200,000,000 shares of Preferred Stock, par value $1.00 per share (“Preferred Stock”), (b) 800,000,000 shares of Common Stock, par value $0.01 per share (“Common Stock”), (c) 150,001 shares of Class B Common Stock, par value $0.01 per share (“Class B Common Stock”) and (d) 400,001 shares of Class C Common Stock, par value $0.01 per share (“Class C Common Stock”).

(2) The Board of Directors is hereby expressly authorized, by resolution or resolutions, to provide, out of the unissued shares of Preferred Stock, the designation of each series of Preferred Stock and, with respect to each such series, to fix the number of shares constituting such series and fix the voting power, full or limited or no voting power, the powers, preferences and relative, participating, optional or other special rights, if any, and any qualifications, limitations or restrictions thereof, of the shares of such series. The powers, preferences and relative, participating, optional and other special rights of each series of Preferred Stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding. The Series B Preferred Stock and the Series C Preferred Stock shall have the designations, rights and preferences set forth on Schedule 1 attached hereto and Schedule 2 attached hereto, respectively, which are hereby incorporated by reference herein.

(3)(a) Each holder of Common Stock, as such, shall be entitled to one vote for each share of Common Stock held of record by such holder on all matters on which stockholders generally are entitled to vote; provided, however, that to the fullest extent permitted by law, holders of Common Stock, as such, shall have no voting power with respect to, and shall not be entitled to vote on, any amendment to this Restated Certificate of Incorporation (including any certificate of designations relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock, the Class B Common Stock or the Class C Common Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series or classes, to vote thereon pursuant to this Restated Certificate of Incorporation (including any certificate of designations relating to any series of Preferred Stock) or pursuant to the General Corporation Law of the State of Delaware.

(b) Except as otherwise required by law, holders of a series of Preferred Stock, the Class B Common Stock or the Class C Common Stock, as such, shall be entitled only to such voting rights, if any, as shall expressly be granted thereto by this Restated Certificate of Incorporation (including any certificate of designations relating to such series or class of stock).

(c) Subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock, the Class B Common Stock or the Class C Common Stock or any class or series of stock having a preference over or the right to participate with the Common Stock with respect to the payment of dividends, dividends may be declared and paid on the Common Stock at such times and in such amounts as the Board of Directors in its discretion shall determine.

(d) Upon the dissolution, liquidation or winding up of the corporation, subject to the rights, if any, of the holders of any outstanding series of Preferred Stock, the Class B Common Stock or the Class C Common Stock or any class or series of stock having a preference over or the right to participate with the Common Stock with respect to the distribution of assets of the corporation upon such dissolution, liquidation or winding up of the corporation, the holders of the Common Stock, as such, shall be entitled to receive the assets of the corporation available for distribution to its stockholders ratably in proportion to the number of shares held by them.

(4) The Class B Common Stock and the Class C Common Stock shall have the powers, preferences, rights, qualifications, limitations and restrictions set forth on Schedule 3 attached hereto and Schedule 4 attached hereto, respectively, which are hereby incorporated herein by reference. Upon conversion of all shares of Class B Common Stock and all shares of Class C Common Stock into Common Stock, all such shares of Class B Common Stock and Class C Common Stock shall be retired and become authorized but unissued shares of Class B Common Stock and Class C Common Stock, as applicable, but such shares may not be reissued.

FIFTH : Except as otherwise provided in the By-Laws, the Board of Directors shall be authorized to make, amend, alter, change, add to or repeal the By-Laws of the corporation in any manner not inconsistent with the laws of the State of Delaware, subject to the power of the stockholders to amend, alter, change, add to or repeal the By-Laws made by the Board of Directors.

SIXTH : Except as otherwise provided by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended, no director of the corporation shall be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by law. Any repeal or modification of this Article SIXTH by the stockholders of the corporation shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification.

SEVENTH : (1) The business and affairs of the corporation shall be managed by or under the direction of a Board of Directors with the exact number of directors to be determined from time to time by resolution adopted by affirmative vote of a majority of the Board of Directors.

Beginning with the 2011 Annual Meeting of Stockholders (the “2011 Annual Meeting”), the directors of the corporation shall be elected annually at each Annual Meeting of Stockholders of the corporation, to hold office for a term of one year or until their respective successors are elected and qualified, subject to such director’s earlier death, resignation, disqualification or removal. Upon the effectiveness of this Restated Certificate of Incorporation under the General Corporation Law of the State of Delaware, the directors of the corporation shall no longer be divided into classes. The term of office of each director whose term of office does not expire at the 2011 Annual Meeting shall

2

nonetheless expire at the 2011 Annual Meeting, such that the directors elected at the 2011 Annual Meeting shall commence their term of office for a term expiring at the next Annual Meeting of Stockholders, with each such director to hold office until his or her successor shall have been duly elected and qualified.

Any newly created directorship on the Board of Directors that results from an increase in the number of directors and any vacancy occurring in the Board of Directors shall be filled only by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of his predecessor.

(2) Notwithstanding the foregoing, whenever the holders of any one or more series of Preferred Stock issued by the corporation, the Class B Common Stock or the Class C Common Stock shall have the right, voting separately as a series or separately as a class with one or more such other series, to elect directors at an annual or special meeting of stockholders, the election, term of office, removal, filling of vacancies and other features of such directorships shall be governed by the terms of this Restated Certificate of Incorporation (including any certificate of designations relating to any series of Preferred Stock) applicable thereto.

EIGHTH : Any action required or permitted to be taken by the holders of the Common Stock of the corporation must be effected at a duly called annual or special meeting of such holders and may not be effected by any consent in writing by such holders. Notwithstanding this Article EIGHTH, the holders of any series of Preferred Stock of the corporation shall be entitled to take action by written consent to such extent, if any, as may be provided in the terms of such series. Except as otherwise required by law and subject to the rights of the holders of any series of Preferred Stock, the Class B Common Stock or the Class C Common Stock, special meetings of stockholders of the corporation may be called only by the Chief Executive Officer of the corporation or by the Board of Directors pursuant to a resolution approved by the Board of Directors.

NINTH : Notwithstanding anything contained in this Restated Certificate of Incorporation to the contrary, the affirmative vote of the holders of at least two-thirds of all the outstanding voting power of the corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required (i) to alter, amend or repeal Article FIFTH, Article SIXTH, Article SEVENTH, Article EIGHTH or this Article NINTH of this Restated Certificate of Incorporation or to adopt any provision inconsistent therewith or (ii) for the stockholders to alter, amend or repeal Section 2 and Section 11 of Article I of the By-Laws, Sections 1, 6 and 7 of Article II of the By-Laws, Article X of the By-Laws or the proviso to Article IX of the By-Laws or to adopt any provision inconsistent with any of such Sections or with such proviso of the By-Laws.

IN WITNESS WHEREOF, Assurant, Inc. has caused this restated certificate to be signed by Stephen W. Gauster, its Senior Vice President, Chief Corporate Counsel and Assistant Secretary, this 10th day of June 2010.

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ASSURANT, INC.

By: /s/ Stephen W. Gauster Name: Stephen W. Gauster Title: Senior Vice President, Chief Corporate Counsel and Assistant Secretary

Schedule 1

CERTIFICATE

OF

DESIGNATION, RIGHTS AND PREFERENCES

OF THE

SERIES B PREFERRED STOCK

OF

ASSURANT, INC.

Pursuant to Section 151 of the General Corporation Law of the State of Delaware

Assurant, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify that, pursuant to the provisions of Section 151 of the General Corporation Law of the State of Delaware, its Board of Directors duly adopted the following resolutions on December 12, 2003, which resolutions remain in full force and effect as of the date hereof:

NOW, THEREFORE, BE IT RESOLVED, that a series of Preferred Stock with the powers, designations, preferences, rights, qualifications, limitations and restrictions as provided herein is hereby authorized and established as follows:

1. Designation; Rank.

(a) Designation. There is hereby designated, out of the authorized but unissued shares of Preferred Stock of the Corporation, a series thereof to consist of Nineteen Thousand One Hundred Sixty (19,160) shares, par value one dollar ($1.00) per share, with such series being known as “Series B Preferred Stock” (the “Series B Stock”). The Series B Stock has a liquidation preference of one thousand dollars ($1,000.00) per whole share (the “Liquidation Price” ).

(b) Rank. The Series B Stock ranks, with respect to rights to receive dividends and distributions upon liquidation, winding up or dissolution of the Corporation (a) senior to the Corporation’s Common Stock, par value $0.01 per share (the “Common Stock”), the Corporation’s Class B Common Stock, par value $0.01 per share (the “Class B Common Stock”) and the Corporation’s Class C Common Stock, par value $0.01 per share (the “Class C Common Stock,” and together with the Common Stock and the Class B Common Stock, the “Common Shares”), and any series of Preferred Stock issued by the Corporation whose terms provide specifically that such series will rank junior to the Series B Stock with respect to rights to receive payment of dividends and distributions upon liquidation or whose terms fail to specify the ranking of such class or series relative to the Series B Stock with respect to rights to receive payment of dividends and distributions upon liquidation (together with the Common Shares, the “Junior Securities”), and (b) on a parity with the Corporation’s Series C Preferred Stock, par value $1.00 per share (the “Series C Stock”), and any other series of Preferred Stock issued by the Corporation whose terms provide specifically that such series shall rank on a parity with the Series B Stock with respect to rights to receive payment of dividends and distributions upon liquidation (collectively, the “Parity Securities”). Without the prior approval of the holders of a majority of the Series B Stock, the Corporation shall not issue any class or series of security whose terms provide that such security shall rank senior to the Series B Stock with respect to rights to receive payment of dividends and distributions upon liquidation.

(c) No Fractional Shares. The Corporation shall not be required under any circumstances to issue any fractional shares of Series B Stock.

2. Dividends; Priority.

(a) Rate, Payment Date. The Holders of Series B Stock shall be entitled to receive, as declared by the Corporation, out of the funds of the Corporation legally available therefor under applicable Delaware law, cash dividends at the rate of four percent (4.0%) per share per annum (the “Dividend Rate”), multiplied by the Liquidation Price of such share. Such dividends shall be payable in arrears in equal amounts on a quarterly basis, within ten Business Days following each March 31, June 30, September 30 and December 31 of each year (each of such dates being a “Dividend Payment Date” and each such quarterly period being a “Dividend Period”). Such dividends shall be cumulative from the Merger Effective Date, whether or not in any Dividend Period there shall be funds of the Corporation legally available for the payment of such dividends. Dividends payable on the Series B Stock for any period less than a full quarterly Dividend Period shall be computed on the basis of the actual number of days elapsed and the actual number of days for such partial Dividend Period.

(b) Additional Dividends. For any Dividend Period commencing after the issuance of the Series B Stock with respect to which the dividend is not declared and fully paid in cash at the Dividend Rate on the Dividend Payment Date at the end of such Dividend Period, to the extent permitted by applicable law, such dividends shall be added (solely for the purpose of calculating dividends payable on the Series B Stock) to the Liquidation Price of the Series B Stock effective at the beginning of the Dividend Period next succeeding the Dividend Period as to which such dividends were not paid and shall thereafter accumulate additional dividends in respect thereof (“Additional Dividends”) at the Dividend Rate until such unpaid dividends have been paid in full.

(c) Record Date. Dividends shall be paid to the holders of record of shares of Series B Stock as they appear in the stock register of the Corporation at the close of business on the record date therefor, which record date shall be the tenth Business Day immediately preceding the Dividend Payment Date relating thereto.

3. Redemption.

(a) Optional Redemption by Holder. The shares of Series B Stock may be redeemed at the election of any holder thereof, to the extent that the Corporation has funds legally available therefor under applicable Delaware law, as follows:

(i) A holder may require that the Corporation redeem any or all of such holder’s shares of Series B Stock at any time after the fifth (5th) anniversary date of the Original Issue Date at a redemption price equal to the Liquidation Price per whole share, together with an amount equal to accumulated and unpaid dividends thereon to the date of redemption (the “Redemption Price”). Such redemption may be for all or part of the shares of Series B Stock held by such holder, as requested by such holder, but if less than all such shares are being redeemed, such redemption on any one date must be for not less than the lesser of (1) 1,000 shares of Series B Stock or (2) the maximum number of shares of Series B Stock for which the Corporation has funds legally available to redeem.

(ii) If and whenever two consecutive quarterly dividends payable on the Series B Stock are in arrears and are not paid in full, a holder may require that the Corporation redeem all, but not less than all, of such holder’s shares of Series B Stock at the Redemption Price; provided, however, that such holder shall have given the Corporation a written notice that such dividends are in arrears and the Corporation shall not have paid such dividends within 10 days after receipt of the notice.

(iii) In the event that the Corporation’s Net Worth is less than $500,000,000 for any 30-day period, a holder may require that the Corporation redeem all, but not less than all, of such holder’s shares of Series B Stock at the Redemption Price.

The Corporation’s failure to redeem because it does not have funds legally available therefor under applicable Delaware law shall not excuse a breach by the Corporation of this Certificate and for failure to redeem.

(b) Optional Redemption by the Corporation. The shares of Series B Stock may be redeemed at the election of the Corporation, to the extent that the Corporation has funds legally available therefor under applicable Delaware law, as follows:

(i) The Corporation may redeem all outstanding shares of the Series B Stock at any time after the Original Issue Date in the event that the Corporation has submitted to its stockholders a proposed matter or action that entitles the holders of the Series B Stock, pursuant to applicable law, to vote as a class, separately or with the holders of other series of the Corporation’s Preferred Stock, on such matter or action, and such holders do not vote as requested by the Corporation. If such matter or action, if approved and consummated, would change a material term of this Certificate, then the redemption pursuant to this Section 3(b)(i) shall be at the Redemption Price, plus an amount equal to any of the following expenses that are

incurred by such holder solely and directly as a result of such redemption: federal, state or local income taxes, penalties and interest with respect to such income taxes, and reasonable accounting and legal fees (collectively, the “Early Redemption Expenses”). Otherwise, such redemption pursuant to this Section 3(b)(i) shall be at the Redemption Price. In any event, the Corporation must redeem all shares of the Series B Stock then outstanding.

(ii) The Corporation may redeem, at the Redemption Price, any or all of the outstanding shares of the Series B Stock at any time after the Original Issue Date in the event that the Corporation (or its predecessor) is entitled to be indemnified by the Initial Holders for a claim pursuant to the Merger Agreement. In such event, the Corporation shall be entitled to redeem a number of whole shares of the Series B Stock such that the aggregate Redemption Price thereof will be at least equal to the amount of the claim. The Corporation shall not be required to pay to the holders the Redemption Price in cash, but such amount shall be deemed applied to the amount of the outstanding indemnification claim.

(iii) The Corporation may redeem, at the Redemption Price, all outstanding shares of the Series B Stock at any time that such shares are owned by a Charitable Organization.

(iv) The Corporation may redeem all outstanding shares of the Series B Stock at any time after the Original Issue Date in its discretion; provided, however, that the Corporation must redeem all shares of the Series B Stock then outstanding, and the price for such redemption shall be the Redemption Price plus the Early Redemption Expenses.

(c) Mandatory Redemption. Within ninety days following the twentieth (20th) anniversary of the Original Issue Date, the Corporation shall redeem all shares of the Series B Stock then outstanding, to the extent that the Corporation has funds legally available therefor under applicable Delaware law, at the Redemption Price.

(d) Procedures.

(i) To exercise redemption rights pursuant to Section 3(a) above, a holder of Series B Stock shall deliver a written notice to the Corporation stating the number of shares of Series B Stock to be redeemed, the certificate number(s) representing such shares and the requested redemption date, which shall be no sooner than 90 days and no later than 120 days after the date of the notice.

(ii) To exercise redemption rights pursuant to Section 3(b) above, the Corporation shall deliver a written notice to each holder of Series B Stock stating the requested redemption date, which shall be no sooner than 90 days and no later than 120 days after the date of the notice and, in the case of a redemption pursuant to Section 3(b)(ii) or 3(b)(iii), the number of shares to be redeemed.

(iii) Upon the date specified for redemption in the applicable notice, and upon delivery to the Corporation of the certificate(s) representing the shares of Series B Stock to be so redeemed (executed for transfer in a manner reasonably acceptable to the Corporation), the Corporation shall (except as set forth in Section 3(b)(ii)) pay to each holder of such Series B Stock to be redeemed the requisite redemption amount in cash, by means of a wire transfer to an account specified in advance by such holder (or by means of a Corporation check if no such

account is specified). Simultaneously upon payment of the requisite redemption amount, the holder shall tender the redeemed shares of Series B Stock and shall execute and endorse the stock certificates and deliver them to the Corporation and take whatever other action is necessary to deliver to the Corporation good and marketable title to the shares, free and clear of any claims, options, charges, encumbrances or rights of others. The holder shall, in writing, represent and warrant to the Corporation that it is conveying such shares, with full warranties of good and marketable title, free and clear of any claims, options, charges, encumbrances or rights of others. If on such specified redemption date the certificate(s) representing the shares of Series B Stock to be redeemed have not been delivered to the Corporation with appropriate execution for transfer, the Corporation shall set aside the funds required for the redemption of such shares, separate and apart from its other funds, for the account of the holder of the shares to be so redeemed, and the Corporation will deliver such amount of funds (without any obligation to pay interest thereon) to the holder upon the Corporation’s receipt of the stock certificate(s) in accordance with this Section.

(iv) On and after the date specified for redemption in the applicable notice, the shares of Series B Stock to be redeemed shall be deemed cancelled, whether or not the certificate(s) representing such shares have been delivered to the Corporation in accordance with the provisions of this Section and shall not be entitled to any future dividends or liquidation distributions, but only the redemption amount as set out in this Section 3 plus accrued dividends to the specified redemption date. In case fewer than all of the shares represented by any certificate are redeemed, a new certificate representing the unredeemed shares shall be issued without cost to the holder thereof upon receipt by the Corporation of the original certificate.

(v) The Corporation shall not be required to redeem any fractional shares of Series B Stock. In the event that a redemption of whole shares pursuant to Section 3(b)(ii) results in a Redemption Price greater than the amount of the related indemnification claim, the Corporation shall pay to the holders any excess in cash.

(e) Status After Redemption. Shares of Series B Stock redeemed, purchased or otherwise acquired for value by the Corporation shall, after such acquisition, have the status of authorized and unissued shares of Preferred Stock of the Corporation and may be reissued by the Corporation at any time as shares of any series of Preferred Stock other than as shares of Series B Stock.

4. Liquidation Rights; Priority.

(a) In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary- or involuntary (a “Liquidation”), the holders of shares of the Series B Stock shall be entitled to receive, after payment or provision for payment of the debts and other liabilities of the Corporation, out of the remaining net assets of the Corporation, whether such assets are capital or surplus and whether or not any dividends as such are declared, the Liquidation Price of one thousand dollars ($1,000.00) per whole share, together with an amount equal to all accumulated and unpaid dividends thereon to the date fixed for distribution (collectively, the “Liquidation Amount”), before any distribution shall be made with respect to any Junior Securities.

(b) Except as otherwise provided in this Section 4, holders of Series B Stock shall not be entitled to any participation in any distribution of assets in the event of any Liquidation. For the purposes of this Section 4, neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, securities or other consideration) of all or substantially all of the assets of the Corporation, nor the consolidation or merger of the Corporation with one or more Persons (as defined in Section 11 hereof), shall be deemed to be a voluntary or involuntary liquidation, dissolution or winding up of the Corporation.

(c) If, upon any Liquidation, the Liquidation Amount is not paid in full, the holders of the Preferred Stock shall share in such distribution in accordance with the respective certificates of designation of such stock. If, upon any Liquidation, the amounts payable with respect to the Series B Stock and any Parity Securities are not paid in full, holders of the Series B Stock and holders of any Parity Securities will share ratably in any distribution of the assets of the Corporation in proportion to the respective amounts that would be payable per share if such assets were sufficient to permit payment in full.

(d) Written notice of any Liquidation stating a payment date and the place where the distributive amounts shall be payable, shall be given not less than thirty days prior to the payment date stated therein, to the holders of record of the Series B Stock at their respective addresses as the same shall appear on the books of the Corporation.

(e) Any liquidation payment with respect to each fractional share of the Series B Stock outstanding shall be equal to a ratably proportionate amount of the Liquidation Amount with respect to each outstanding whole share of Series B Stock.

5. Restricted Payments.

The Corporation may not directly or indirectly declare, pay or set apart for payment dividends on or make any payment on account of, or set apart for payment money for a sinking or other similar fund for the purchase, redemption or other acquisition of, or make any distribution in respect of, whether in cash, obligations or shares of the Corporation or other property, any Parity Securities or Junior Securities if at the time of such action, the Corporation is in arrears in the payment of dividends on the Series B Stock, meaning that full cumulative dividends at the Dividend Rate on the Series B Stock as of the then most recent Dividend Payment Date have not been declared and paid in full in cash. None of the foregoing restrictions shall apply to (i) the acquisition of Parity Securities or Junior Securities (or options, rights or warrants to acquire shares of Parity Securities or Junior Securities) in exchange for or upon conversion thereof into shares of Capital Stock (as defined in Section 11 hereof) of the Corporation or upon the exercise of options, rights or warrants to acquire such shares, (ii) the repurchase of Capital Stock of the Corporation from employees or former employees of the Corporation or its Subsidiaries (as defined in Section 11 hereof) pursuant to employee benefit plans, employment or consulting contracts or any agreement among the Corporation and its securityholders, (iii) the acquisition of any shares of Capital Stock of the Corporation or options, rights or warrants to acquire such shares in connection with a purchase price adjustment arising out of acquisitions by the Corporation (or its predecessor) pursuant to which such shares of Capital Stock or options, rights or warrants to acquire such shares were issued, (iv) the rescission of any agreement by the Corporation pursuant to which shares of Capital Stock of the

Corporation (or its predecessor) or options, rights or warrants to acquire such shares were issued subsequent to the Original Issue Date, or (v) a dividend on Parity Securities or Junior Securities at any time in additional shares of the respective Parity Security or Junior Security.

6. Restrictions on Transferability; Right of First Refusal.

(a) Restrictions on Transferability. Holders shall not be permitted to sell, give, assign, pledge, transfer, encumber or otherwise dispose of (each a “Transfer”) any or all of the shares of the Series B Stock except in accordance with this Section 6.

(b) Permitted Transfers. Each of the Initial Holders may Transfer any or all of such Initial Holder’s shares of Series B Stock to any of the following Persons (each a “Permitted Transferee”): (i) any member of such Initial Holder’s immediate family, which means any of such Initial Holder’s spouses, parents, children, grandchildren, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, or brothers- and sisters-in-law, or any trust established for the benefit of any such Person or any DeLue Family Partnership; and (ii) any organization (a “Charitable Organization”) that is exempt from taxation pursuant to Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or any successor law thereto. A Transfer by an Initial Holder to any Person other than a Permitted Transferee shall be null and void, unless it is approved by the Corporation in advance.

(c) Right of First Refusal.

(i) Offer. If any holder desires to Transfer any of such holder’s Series B Stock to any Person other than a Permitted Transferee, such holder shall make a bona fide offer to sell to the Corporation all of such shares that it desires to Transfer for the lesser of the proposed purchase price or the Liquidation Price. Such offer shall be in writing and shall specify the nature of the Transfer in which such selling holder desires to engage, including the name or names of the other party or parties to such proposed transaction and the terms thereof, including the purchase price and payment terms and shall have attached a written copy of the proposed binding, bona fide and unconditional offer (containing all terms required for closing the proposed purchase) to or from the other party or parties to the proposed transaction (the “Bona Fide Offer”). The Corporation shall then be entitled to accept the offer from the selling holder at the same price as set forth in the Bona Fide Offer, and the Corporation may accept the offer only as to all of the shares that the holder desires to Transfer. If the Corporation rejects the offer or fails to accept the offer in writing within thirty days after receipt thereof, then all of such shares shall be released from the restrictions contained in Section 6(a) solely for the purpose of completing within ninety days the transaction contemplated in the above offer. Otherwise, the Series B Stock shall remain subject to Section 6(a) hereof. Any Person acquiring Series B Stock pursuant to a Transfer shall take such stock subject to all the provisions hereof, including, but not limited to, the provisions of this Section 6. The Corporation’s purchase of shares pursuant to this Section 6 shall in no way be deemed a redemption pursuant to Section 3(b)(iv).

(ii) Closing. The closing (the “Closing”) of a purchase by the Corporation pursuant to Section 6(c)(i) shall take place at a location and (subject to any time limitation set forth in this Certificate), on a date mutually agreed upon by the parties; provided, however, that such Closing may take place by exchanging documents by overnight mail or such other means as may be mutually agreed upon by the parties.

(iii) Payment of Purchase Price. Subject to the provisions of Section 6(c)(iv), the purchase price for the Series B Stock purchased by the Corporation pursuant to this Section 6(c) shall be paid by the Corporation either, at the Corporation’s election, in cash by means of a wire transfer to an account specified in advance by such holder (or by means of a Corporation check if no such account is specified), or in a form of consideration reasonably equivalent to the form specified in the Bona Fide Offer. Simultaneously upon payment of the purchase price, the selling holder shall tender such holder’s Series B Stock and shall execute and endorse the stock certificates and deliver them to the Corporation and take whatever other action is necessary to deliver to the Corporation good and marketable title to the shares, free and clear of any claims, options, charges, encumbrances or rights of others. The selling holder shall, in writing, represent and warrant to the Corporation that it is conveying such shares, with full warranties of good and marketable title, free and clear of any claims, options, charges, encumbrances or rights of others.

7. Voting Rights.

Each share of Series B Stock issued and outstanding from time to time shall be entitled to one vote on all matters upon which the holders of Common Stock of the Corporation are entitled to vote, and in all such matters, the holders of the Series B Stock shall vote with the holders of the Common Stock and not as a separate class. Such voting rights shall be in addition to any other voting rights to which the holders of Series B Stock may be entitled pursuant to the General Corporation Law of the State of Delaware.

8. No Conversion Rights.

The shares of Series B Stock shall not be convertible into Common Stock or any other equity security, derivative or otherwise, of the Corporation.

9. Reports.

The Corporation shall deliver to the holders of the Series B Stock (i) copies of its internally prepared quarterly balance sheet and income statement within sixty days after the end of each calendar quarter, and (ii) copies of its annual balance sheet and income statement, including any notes thereto and any auditors’ reports thereon, within one hundred twenty days after the end of each fiscal year.

10. Notices.

Any notice required or to be given hereunder shall be in writing and shall be deemed sufficient when (i) mailed by United States certified mail, return receipt requested, (ii) mailed by overnight express mail, (iii) sent by facsimile or telecopy machine, followed by confirmation mailed by first-class U.S. mail or overnight express mail, or (iv) delivered in person, at the address set forth below, or such other address as a Person may provide in accordance with the procedure for notices set forth in this Section:

If to the Corporation:

Assurant, Inc. One Chase Manhattan Plaza, 41st Floor New York, New York 10005 Attn: General Counsel Telephone: 212-859-7021 Telecopy: 212-859-7034

If to any permitted transferee of either such holder, to the address provided to the Corporation by such transferee.

The following terms shall have the meanings set forth below:

“Affiliate” means, when used with reference to any Person, any Person directly or indirectly controlling, controlled by, or under direct or indirect common control with that Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct or cause the direction of the management or policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Business Day” means any day other than a Saturday, a Sunday, any day on which the New York Stock Exchange is closed or any other day on which banking institutions in New York, New York are authorized or required by law to be closed.

“Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of corporate stock or any and all equivalent ownership interests in a Person (other than a corporation).

“Certificate” means this Certificate of Designation, Rights and Preferences of the Series B Preferred Stock of Assurant, Inc.

If to the Initial Holders:

Robert S. and Rita DeLue 2486 Butternut Drive Hillsborough, CA 94010 Telephone: 415-342-2252

With a copy (which shall not constitute notice) to:

Anderlini, Finkelstein, Emerick & McSweeney 400 South El Camino Real, Suite 700 San Mateo, CA 94402 Attn: Brian J. McSweeney Telephone: 415-348-0102 Telecopy: 415-348-0962

11. Certain Definitions.

“DeLue Family Partnership” means a family limited partnership of which the Initial Holders hold a majority interest and the remaining interests are held by immediate family members of the Initial Holders.

“Initial Holders” means Robert S. DeLue and Rita DeLue, as joint tenants with rights of survivorship.

“Merger” means the merger of Fortis, Inc., a Nevada corporation, with and into the Corporation.

“Merger Agreement” means collectively (i) the Agreement and Plan of Merger dated February 6, 1997, by and among Fortis, Inc., a Nevada corporation, ACSIA Acquisition Corp., Associated California State Insurance Agencies, Inc. and the Initial Holders, and (ii) the Agreement and Plan of Merger dated February 6, 1997, by and among Fortis, Inc., a Nevada corporation, Ardiel Acquisition Corp., Ardiel Insurance Services, Inc., and the Initial Holders.

“Merger Effective Date” means the effective date of the Merger, as defined in the Agreement and Plan of Merger, to be entered into by Fortis, Inc., a Nevada corporation, and the Corporation.

“Net Worth” means total assets less total liabilities of the Corporation and its subsidiaries on a consolidated basis, as reflected on a balance sheet prepared in accordance with generally accepted accounting principles and delivered pursuant to Section 10.

“Original Issue Date” means the date upon which the transactions contemplated by the Merger Agreement were consummated.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Subsidiary” means, with respect to any Person, any corporation, limited or general partnership, trust, association or other business entity of which an aggregate of 50% or more of the outstanding Capital Stock or other interests entitled to vote in the election of the board of directors of such corporation (irrespective of whether, at the time, Capital Stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency), managers, trustees or other controlling Persons, or an equivalent controlling interest therein, of such Person is, at the time, directly or indirectly, owned by such Person and/or one or more Subsidiaries of such Person.

The following terms are defined in the following Section of this Certificate:

Term Section

“Additional Dividends” 2(b) “Charitable Organization” 6(b) “Class B Common Stock” l(b) “Class C Common Stock” 1(b)

12. Binding Arbitration.

Any dispute among the parties with respect to this Certificate shall be settled by binding arbitration in accordance with the provisions for binding arbitration set forth in Article 12 of the Merger Agreement.

AND FURTHER RESOLVED, that, before the Corporation shall issue any shares of the Series B Stock, a certificate pursuant to Section 151 of the General Corporation Law of the State of Delaware shall be made, executed, acknowledged, filed and recorded in accordance with the provisions of said Section 151, and the proper officers of the Corporation are hereby authorized and directed to do all acts and things which may be necessary or proper in their opinion to carry into effect the purposes of and intent of this and the foregoing resolutions.

IN WITNESS WHEREOF, Assurant, Inc. has caused this certificate to be signed by Katherine Greenzang, its Senior Vice President, General Counsel and Secretary, this 4th day of February, 2004.

“Closing” 6(c)(ii) “Common Shares” 1(b) “Common Stock” 1(b) “Dividend Payment Date” 2(a) “Dividend Period” 2(a) “Dividend Rate” 2(a) “Early Redemption Expenses” 3(b)(i) “Junior Securities” 1(b) “Liquidation Amount” 4(a) “Liquidation Price” 1(a) “Parity Securities” 1(b) “Permitted Transferee” 6(b) “Redemption Price” 3(a)(i) “Series B Stock” 1(c) “Transfer” 6(a)

ASSURANT, INC., a Delaware corporation

By: /s/ Katherine Greenzang Name: Katherine Greenzang Title:

Senior Vice President, General Counsel and Secretary

Schedule 2

CERTIFICATE

OF

DESIGNATION, RIGHTS AND PREFERENCES

OF THE

SERIES C PREFERRED STOCK

OF

ASSURANT, INC.

Pursuant to Section 151 of the General Corporation Law of the State of Delaware

Assurant, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify that, pursuant to the provisions of Section 151 of the General Corporation Law of the State of Delaware, its Board of Directors duly adopted the following resolutions on December 12, 2003, which resolutions remain in full force and effect as of the date hereof:

NOW, THEREFORE, BE IT RESOLVED, that a series of Preferred Stock with the powers, designations, preferences, rights, qualifications, limitations and restrictions as provided herein is hereby authorized and established as follows:

1. Designation; Rank.

(a) Designation. There is hereby designated, out of the authorized but unissued shares of Preferred Stock of the Corporation, a series thereof to consist of Five Thousand (5,000) shares, par value one dollar ($1.00) per share, with such series being known as “Series C Preferred Stock” (the “Series C Stock”). The Series C Stock has a liquidation preference of one thousand dollars ($1,000.00) per whole share (the “Liquidation Price”).

(b) Rank. The Series C Stock ranks, with respect to rights to receive dividends and distributions upon liquidation, winding up or dissolution of the Corporation (a) senior to the Corporation’s Common Stock, par value $0.01 per share (the “Common Stock”), the Corporation’s Class B Common Stock, par value $0.01 per share (the “Class B Common Stock” )

and the Corporation’s Class C Common Stock, par value $0.01 per share (the “Class C Common Stock,” and together with the Common Stock and the Class B Common Stock, the “Common Shares”), and any series of Preferred Stock issued by the Corporation whose terms provide specifically that such series will rank junior to the Series C Stock with respect to rights to receive payment of dividends and distributions upon liquidation or whose terms fail to specify the ranking of such class or series relative to the Series C Stock with respect to rights to receive payment of dividends and distributions upon liquidation (together with the Common Shares, the “Junior Securities”), and (b) on a parity with the Corporation’s Series B Preferred Stock, par value $1.00 per share (the “Series B Stock”), and any other series of Preferred Stock issued by the Corporation whose terms provide specifically that such series shall rank on a parity with the Series C Stock with respect to rights to receive payment of dividends and distributions upon liquidation (collectively, the “Parity Securities”). Without the prior approval of the holders of a majority of the Series C Stock, the Corporation shall not issue any class or series of security whose terms provide that such security shall rank senior to the Series C Stock with respect to rights to receive payment of dividends and distributions upon liquidation.

(c) No Fractional Shares. The Corporation shall not be required under any circumstances to issue any fractional shares of Series C Stock.

2. Dividends; Priority.

(a) Rate, Payment Date. The Holders of Series C Stock shall be entitled to receive, as declared by the Corporation, out of the funds of the Corporation legally available therefor under applicable Delaware law, cash dividends at the rate of four and one-half percent (4.5%) per share per annum (the “Dividend Rate”), multiplied by the Liquidation Price of such share. Such dividends shall be payable in arrears in equal amounts on a quarterly basis, within ten Business Days following each March 31, June 30, September 30 and December 31 of each year (each of such dates being a “Dividend Payment Date” and each such quarterly period being a “Dividend Period”). Such dividends shall be cumulative from the Merger Effective Date, whether or not in any Dividend Period there shall be funds of the Corporation legally available for the payment of such dividends. Dividends payable on the Series C Stock for any period less than a full quarterly Dividend Period shall be computed on the basis of the actual number of days elapsed and the actual number of days for such partial Dividend Period.

(b) Additional Dividends. For any Dividend Period commencing after the issuance of the Series C Stock with respect to which the dividend is not declared and fully paid in cash at the Dividend Rate on the Dividend Payment Date at the end of such Dividend Period, to the extent permitted by applicable law, such dividends shall be added (solely for the purpose of calculating dividends payable on the Series C Stock) to the Liquidation Price of the Series C Stock effective at the beginning of the Dividend Period next succeeding the Dividend Period as to which such dividends were not paid and shall thereafter accumulate additional dividends in respect thereof (“Additional Dividends”) at the Dividend Rate until such unpaid dividends have been paid in full.

(c) Record Date. Dividends shall be paid to the holders of record of shares of Series C Stock as they appear in the stock register of the Corporation at the close of business on the record date therefor, which record date shall be the tenth Business Day immediately preceding the Dividend Payment Date relating thereto.

3. Redemption.

(a) Optional Redemption by Holder. The shares of Series C Stock may be redeemed at the election of any holder thereof, to the extent that the Corporation has funds legally available therefor under applicable Delaware law, as follows:

(i) A holder may require that the Corporation redeem any or all of such holder’s shares of Series C Stock at any time after the earlier of (1) the twenty-fifth (25th) anniversary date of the Original Issue Date or (2) the date of death of the last to die of Robert S. DeLue and Rita DeLue, at a redemption price equal to the Liquidation Price per whole share, together with an amount equal to accumulated and unpaid dividends thereon to the date of redemption (the “Redemption Price”). Such redemption may be for all or part of the shares of Series C Stock held by such holder, as requested by such holder, but if less than all such shares are being redeemed, such redemption on any one date must be for not less than the lesser of (1) 1,000 shares of Series C Stock or (2) the maximum number of shares of Series C Stock for which the Corporation has funds legally available to redeem.

(ii) If and whenever two consecutive quarterly dividends payable on the Series C Stock are in arrears and are not paid in full, a holder may require that the Corporation redeem all, but not less than all, of such holder’s shares of Series C Stock at the Redemption Price; provided, however, that such holder shall have given the Corporation a written notice that such dividends are in arrears and the Corporation shall not have paid such dividends within 10 days after receipt of the notice.

(iii) In the event that the Corporation’s Net Worth is less than $500,000,000 for any 30-day period, a holder may require that the Corporation redeem all, but not less than all, of such holder’s shares of Series C Stock at the Redemption Price.

The Corporation’s failure to redeem because it does not have funds legally available therefor under applicable Delaware law shall not excuse a breach by the Corporation of this Certificate and for failure to redeem.

(b) Optional Redemption by the Corporation. The shares of Series C Stock may be redeemed at the election of the Corporation, to the extent that the Corporation has funds legally available therefor under applicable Delaware law, as follows:

(i) The Corporation may redeem all outstanding shares of the Series C Stock at any time after the Original Issue Date in the event that the Corporation has submitted to its stockholders a proposed matter or action that entitles the holders of the Series C Stock, pursuant to applicable law, to vote as a class, separately or with the holders of other series of the Corporation’s Preferred Stock, on such matter or action, and such holders do not vote as requested by the Corporation. If such matter or action, if approved and consummated, would change a material term of this Certificate, then the redemption pursuant to this Section 3(b)(i) shall be at the Redemption Price, plus an amount equal to

any of the following expenses that are incurred by such holder solely and directly as a result of such redemption: federal, state or local income taxes, penalties and interest with respect to such income taxes, and reasonable accounting and legal fees (collectively, the “Early Redemption Expenses”). Otherwise, such-redemption pursuant to this Section 3(b)(i) shall be at the Redemption Price. In any event, the Corporation must redeem all shares of the Series C Stock then outstanding.

(ii) The Corporation may redeem, at the Redemption Price, all outstanding shares of the Series C Stock at any time that such shares are owned by a Charitable Organization.

(iii) The Corporation may redeem all outstanding shares of the Series C Stock at any time after the Original Issue Date in its discretion; provided, however, that the Corporation must redeem all shares of the Series C Stock then outstanding, and the price for such redemption shall be the Redemption Price plus the Early Redemption Expenses.

(c) Mandatory Redemption. Within ninety days following the thirtieth (30th) anniversary of the Original Issue Date, the Corporation shall redeem all shares of the Series C Stock then outstanding, to the extent that the Corporation has funds legally available therefor under applicable Delaware law, at the Redemption Price.

(d) Procedures.

(i) To exercise redemption rights pursuant to Section 3(a) above, a holder of Series C Stock shall deliver a written notice to the Corporation stating the number of shares of Series C Stock to be redeemed, the certificate number(s) representing such shares and the requested redemption date, which shall be no sooner than 90 days and no later than 120 days after the date of the notice.

(ii) To exercise redemption rights pursuant to Section 3(b) above, the Corporation shall deliver a written notice to each holder of Series C Stock stating the requested redemption date, which shall be no sooner than 90 days and no later than 120 days after the date of the notice and, in the case of a redemption pursuant to Section 3(b)(ii) or 3(b)(iii), the number of shares to be redeemed.

(iii) Upon the date specified for redemption in the applicable notice, and upon delivery to the Corporation of the certificate(s) representing the shares of Series C Stock to be so redeemed (executed for transfer in a manner reasonably acceptable to the Corporation), the Corporation shall (except as set forth in Section 3(b)(ii)) pay to each holder of such Series C Stock to be redeemed the requisite redemption amount in cash, by means of a wire transfer to an account specified in advance by such holder (or by means of a Corporation check if no such account is specified). Simultaneously upon payment of the requisite redemption amount, the holder shall tender the redeemed shares of Series C Stock and shall execute and endorse the stock certificates and deliver them to the Corporation and take whatever other action is necessary to deliver to the Corporation good and marketable title to the shares, free and clear of any claims, options, charges., encumbrances or rights of others. The holder shall, in writing, represent and warrant to

the Corporation that it is conveying such shares, with full warranties of good and marketable title, free and clear of any claims, options, charges, encumbrances or rights of others. If on such specified redemption date the certificate(s) representing the shares of Series C Stock to be redeemed have not been delivered to the Corporation with appropriate execution for transfer, the Corporation shall set aside the funds required for the redemption of such shares, separate and apart from its other funds, for the account of the holder of the shares to be so redeemed, and the Corporation will deliver such amount of funds (without any obligation to pay interest thereon) to the holder upon the Corporation’s receipt of the stock certificate(s) in accordance with this Section.

(iv) On and after the date specified for redemption in the applicable notice, the shares of Series C Stock to be redeemed shall be deemed cancelled, whether or not the certificate(s) representing such shares have been delivered to the Corporation in accordance with the provisions of this Section and shall not be entitled to any future dividends or liquidation distributions, but only the redemption amount as set out in this Section 3 plus accrued dividends to the specified redemption date. In case fewer than all of the shares represented by any certificate are redeemed, a new certificate representing the unredeemed shares shall be issued without cost to the holder thereof upon receipt by the Corporation of the original certificate.

(v) The Corporation shall not be required to redeem any fractional shares of Series C Stock. In the event that a redemption of whole shares pursuant to Section 3(b)(ii) results in a Redemption Price greater than the amount of the related indemnification claim, the Corporation shall pay to the holders any excess in cash.

(e) Status After Redemption. Shares of Series C Stock redeemed, purchased or otherwise acquired for value by the Corporation shall, after such acquisition, have the status of authorized and unissued shares of Preferred Stock of the Corporation and may be reissued by the Corporation at any time as shares of any series of Preferred Stock other than as shares of Series C Stock.

4. Liquidation Rights; Priority.

(a) In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary (a “Liquidation”), the holders of shares of the Series C Stock shall be entitled to receive, after payment or provision for payment of the debts and other liabilities of the Corporation, out of the remaining net assets of the Corporation, whether such assets are capital or surplus and whether or not any dividends as such are declared, the Liquidation Price of one thousand dollars ($1,000.00) per whole share, together with an amount equal to all accumulated and unpaid dividends thereon to the date fixed for distribution (collectively, the “Liquidation Amount”), before any distribution shall be made with respect to any Junior Securities.

(b) Except as otherwise provided in this Section 4, holders of Series C Stock shall not be entitled to any participation in any distribution of assets in the event of any Liquidation. For the purposes of this Section 4, neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, securities or other consideration) of all or substantially all of the assets of the

Corporation, nor the consolidation or merger of the Corporation with one or more Persons (as defined in Section 11 hereof), shall be deemed to be a voluntary or involuntary liquidation, dissolution or winding up of the Corporation.

(c) If, upon any Liquidation, the Liquidation Amount is not paid in full, the holders of the Preferred Stock shall share in such distribution in accordance with the respective certificates of designation of such stock. If, upon any Liquidation, the amounts payable with respect to the Series C Stock and any Parity Securities are not paid in full, holders of the Series C Stock and holders of any Parity Securities will share ratably in any distribution of the assets of the Corporation in proportion to the respective amounts that would be payable per share if such assets were sufficient to permit payment in full.

(d) Written notice of any Liquidation stating a payment date and the place where the distributive amounts shall be payable, shall be given not less than thirty days prior to the payment date stated therein, to the holders of record of the Series C Stock at their respective addresses as the same shall appear on the books of the Corporation.

(e) Any liquidation payment with respect to each fractional share of the Series C Stock outstanding shall be equal to a ratably proportionate amount of the Liquidation Amount with respect to each outstanding whole share of Series C Stock.

5. Restricted Payments.

The Corporation may not directly or indirectly declare, pay or set apart for payment dividends on or make any payment on account of, or set apart for payment money for a sinking or other similar fund for the purchase, redemption or other acquisition of, or make any distribution in respect of, whether in cash, obligations or shares of the Corporation or other property, any Parity Securities or Junior Securities if at the time of such action, the Corporation is in arrears in the payment of dividends on the Series C Stock, meaning that full cumulative dividends at the Dividend Rate on the Series C Stock as of the then most recent Dividend Payment Date have not been declared and paid in full in cash. None of the foregoing restrictions shall apply to: (i) the acquisition of Parity Securities or Junior Securities (or options, rights or warrants to acquire shares of Parity Securities or Junior Securities) in exchange for or upon conversion thereof into shares of Capital Stock (as defined in Section 11 hereof) of the Corporation or upon the exercise of options, rights or warrants to acquire such shares; (ii) the repurchase of Capital Stock of the Corporation from employees or former employees of the Corporation or its Subsidiaries (as defined in Section 11 hereof) pursuant to employee benefit plans, employment or consulting contracts or any agreement among the Corporation and its securityholders; (iii) the acquisition of any shares of Capital Stock of the Corporation or options, rights or warrants to acquire such shares in connection with a purchase price adjustment arising out of acquisitions by the Corporation (or its predecessor) pursuant to which such shares of Capital Stock or options, rights or warrants to acquire such shares were issued; (iv) the rescission of any agreement by the Corporation pursuant to which shares of Capital Stock of the Corporation (or its predecessor) or options, rights or warrants to acquire such shares were issued subsequent to the Original Issue Date; or (v) a dividend on Parity Securities or Junior Securities at any time in additional shares of the respective Parity Security or Junior Security.

6. Restrictions on Transferability; Right of First Refusal.

(a) Restrictions on Transferability. Holders shall not be permitted to sell, give, assign, pledge, transfer, encumber or otherwise dispose of (each a “Transfer”) any or all of the shares of the Series C Stock except in accordance with this Section 6.

(b) Permitted Transfers. Each of the Initial Holders may Transfer any or all of such Initial Holder’s shares of Series C Stock to any of the following Persons (each a “Permitted Transferee”): (i) any member of such Initial Holder’s immediate family, which means any of such Initial Holder’s spouses, parents, children, grandchildren, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, or brothers- and sisters-in-law, or any trust established for the benefit of any such Person or any DeLue Family Partnership, and (ii) any organization (a “Charitable Organization”) that is exempt from taxation pursuant to Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or any successor law thereto. A Transfer by an Initial Holder to any Person other than a Permitted Transferee shall be null and void, unless it is approved by the Corporation in advance.

(c) Right of First Refusal.

(i) Offer. If any holder desires to Transfer any of such holder’s Series C Stock to any Person other than a Permitted Transferee, such holder shall make a bona fide offer to sell to the Corporation all of such shares that it desires to Transfer for the lesser of the proposed purchase price or the Liquidation Price. Such offer shall be in writing and shall specify the nature of the Transfer in which such selling holder desires to engage, including the name or names of the other party or parties to such proposed transaction and the terms thereof, including the purchase price and payment terms and shall have attached a written copy of the proposed binding, bona fide and unconditional offer (containing all terms required for closing the proposed purchase) to or from the other party or parties to the proposed transaction (the “Bona Fide Offer”). The Corporation shall then be entitled to accept the offer from the selling holder at the same price as set forth in the Bona Fide Offer, and the Corporation may accept the offer only as to all of the shares that the holder desires to Transfer. If the Corporation rejects the offer or fails to accept the offer in writing within thirty days after receipt thereof, then all of such shares shall be released from the restrictions contained in Section 6(a) solely for the purpose of completing within ninety days the transaction contemplated in the above offer. Otherwise, the Series C Stock shall remain subject to Section 6(a) hereof. Any Person acquiring Series C Stock pursuant to a Transfer shall take such stock subject to all the provisions hereof, including, but not limited to, the provisions of this Section 6. The Corporation’s purchase of shares pursuant to this Section 6 shall in no way be deemed a redemption pursuant to Section 3(b)(iv).

(ii) Closing. The closing (the “Closing”) of a purchase by the Corporation pursuant to Section 6(c)(i) shall take place at a location and (subject to any time limitation set forth in this Certificate), on a date mutually agreed upon by the parties; provided, however, that such Closing may take place by exchanging documents by overnight mail or such other means as may be mutually agreed upon by the parties.

(iii) Payment of Purchase Price. Subject to the provisions of Section 6(c)(iv), the purchase price for the Series C Stock purchased by the Corporation pursuant to this Section 6(c) shall be paid by the Corporation either, at the Corporation’s election, in cash by means of a wire transfer to an account specified in advance by such holder (or by means of a Corporation check if no such account is specified), or in a form of consideration reasonably equivalent to the form specified in the Bona Fide Offer. Simultaneously upon payment of the purchase price, the selling holder shall tender such holder’s Series C Stock and shall execute and endorse the stock certificates and deliver them to the Corporation and take whatever other action is necessary to deliver to the Corporation good and marketable title to the shares, free and clear -of any claims, options, charges, encumbrances or rights of others. The selling holder shall, in writing, represent and warrant to the Corporation that it is conveying such shares, with full warranties of good and marketable title, free and clear of any claims, options, charges, encumbrances or rights of others.

7. Voting Rights.

Each share of Series C Stock issued and outstanding from time to time shall be entitled to one vote on all matters upon which the holders of Common Stock of the Corporation are entitled to vote, and in all such matters, the holders of the Series C Stock shall vote with the holders of the Common Stock and not as a separate class. Such voting rights shall be in addition to any other voting rights to which the holders of Series C Stock may be entitled pursuant to the General Corporation Law of the State of Delaware.

8. No Conversion Rights.

The shares of Series C Stock shall not be convertible into Common Stock or any other equity security, derivative or otherwise, of the Corporation.

9. Reports.

The Corporation shall deliver to the holders of the Series C Stock (i) copies of its internally prepared quarterly balance sheet and income statement within sixty days after the end of each calendar quarter, and (ii) copies of its annual balance sheet and income statement, including any notes thereto and any auditors’ reports thereon, within one hundred twenty days after the end of each fiscal year.

10. Notices.

Any notice required or to be given hereunder shall be in writing and shall be deemed sufficient when (i) mailed by United States certified mail, return receipt requested, (ii) mailed by overnight express mail, (iii) sent by facsimile or telecopy machine, followed by confirmation mailed by first-class U.S. mail or overnight express mail, or (iv) delivered in person, at the address set forth below, or such other address as a Person may provide in accordance with the procedure for notices set forth in this Section:

If to the Corporation:

Assurant, Inc. One Chase Manhattan Plaza, 41st Floor New York, New York 10005 Attn: General Counsel Telephone: 212-859-7021 Telecopy: 212-859-7034

If to any permitted transferee of either such holder, to the address provided to the Corporation by such transferee.

11. Certain Definitions.

The following terms shall have the meanings set forth below:

“Affiliate” means, when used with reference to any Person, any Person directly or indirectly controlling, controlled by, or under direct or indirect common control with that Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct or cause the direction of the management or policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Business Day” means any day other than a Saturday, a Sunday, any day on which the New York Stock Exchange is closed or any other day on which banking institutions in New York, New York are authorized or required by law to be closed.

“Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of corporate stock or any and all equivalent ownership interests in a Person (other than a corporation).

“Certificate” means this Certificate of Designation, Rights and Preferences of the Series C Preferred Stock of Assurant, Inc.

If to the Initial Holders:

Robert S. and Rita DeLue 2486 Butternut Drive Hillsborough, CA 94010 Telephone: 415-342-2252

With a copy (which shall not constitute notice) to:

Anderlini, Finkelstein, Emerick & McSweeney 400 South El Camino Real, Suite 700 San Mateo, CA 94402 Attn: Brian J. McSweeney Telephone: 415-348-0102 Telecopy: 415-348-0962

“DeLue Family Partnership” means a family limited partnership of which the Initial Holders hold a majority interest and the remaining interests are held by immediate family members of the Initial Holders.

“Initial Holders” means Robert S. DeLue and Rita DeLue, as joint tenants with rights of survivorship.

“Merger” means the merger of Fortis, Inc., a Nevada corporation, with and into the Corporation.

“Merger Agreement” means collectively (i) the Agreement and Plan of Merger dated February 6, 1997, by and among Fortis, Inc., a Nevada corporation, ACSIA Acquisition Corp., Associated California State Insurance Agencies, Inc., and the Initial Holders, and (ii) the Agreement and Plan of Merger dated February 6, 1997, by and among Fortis, Inc., a Nevada corporation, Ardiel Acquisition Corp., Ardiel Insurance Services, Inc., and the Initial Holders.

“Merger Effective Date” means the effective date of the Merger, as defined in the Agreement and Plan of Merger, to be entered into by Fortis, Inc., a Nevada corporation, and the Corporation.

“Net Worth” means total assets less total liabilities of the Corporation and its subsidiaries on a consolidated basis, as reflected on a balance sheet prepared in accordance with generally accepted accounting principles and delivered pursuant to Section 9.

“Original Issue Date” means the date upon which the transactions contemplated by the Merger Agreement were consummated.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Subsidiary” means, with respect to any Person, any corporation, limited or general partnership, trust, association or other business entity of which an aggregate of 50% or more of the outstanding Capital Stock or other interests entitled to vote in the election of the board of directors of such corporation (irrespective of whether, at the time, Capital Stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency), managers, trustees or other controlling Persons, or an equivalent controlling interest therein, of such Person is at the time, directly or indirectly, owned by such Person and/or one or more Subsidiaries of such Person.

The following terms are defined in the following Section of this Certificate:

Term Section

“Additional Dividends” 2(b) “Charitable Organization” 6(b) “Class B Common Stock” 1(b) “Class C Common Stock” 1(b)

12. Binding Arbitration.

Any dispute among the parties with respect to this Certificate shall be settled by binding arbitration in accordance with the provisions for binding arbitration set forth in Article 12 of the Merger Agreement.

AND FURTHER RESOLVED, that, before the Corporation shall issue any shares of the Series C Stock, a certificate pursuant to Section 151 of the General Corporation Law of the State of Delaware shall be made, executed, acknowledged, filed and recorded in accordance with the provisions of said Section 151, and the proper officers of the Corporation are hereby authorized and directed to do all acts and things which may be necessary or proper in their opinion to carry into effect the purposes of and intent of this and the foregoing resolutions.

IN WITNESS WHEREOF, Assurant, Inc. has caused this certificate to be signed by Katherine Greenzang, its Senior Vice President, General Counsel and Secretary, this 4th day of February, 2004.

“Closing” 6(c)(ii) “Common Shares” 1(b) “Common Stock” 1(b) “Dividend Payment Date” 2(a) “Dividend Period” 2(a) “Dividend Rate” 2(a) “Early Redemption Expenses” 3(b)(i) “Junior Securities” 1(b) “Liquidation Amount” 4(a) “Liquidation Price” 1(a) “Parity Securities” 1(b) “Permitted Transferee” 6(b) “Redemption Price” 3(a)(i) “Series C Stock” 1(b) “Transfer” 6(a)

ASSURANT, INC., a Delaware corporation

By: /s/ Katherine Greenzang Name: Katherine Greenzang Title:

Senior Vice President, General Counsel and Secretary

Schedule 3

TERMS OF CLASS B COMMON STOCK

of

ASSURANT, INC.

ARTICLE 1 DEFINITIONS

SECTION 1.01 Definitions. In this Schedule 3 to the Restated Certificate of Incorporation, unless the context otherwise requires:

“AFFILIATE” means, with respect to a specified Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such specified Person.

“BOARD OF DIRECTORS” means the Board of Directors of the Corporation.

“BOOK-ENTRY INTEREST” means a beneficial ownership in the Class B Shares, ownership and transfers of which are maintained through book entries of the Registrar as set forth in Section 9.04(b) of this Schedule 3.

“BUSINESS DAY” means any day on which commercial and foreign exchange markets settle payments in each of London, England, New York, New York and Chicago, Illinois.

“CERTIFICATE OF INCORPORATION” means the Restated Certificate of Incorporation of the Corporation.

“CLASS B SHARE LIQUIDATION AMOUNT” means, with respect to each Class B Share, an amount equal to the greater of (i) its liquidation preference of US$1,000, plus an amount (whether or not declared) equal to US$1,000 multiplied by the Class B Share Indicative Rate multiplied by a fraction, the numerator of which is the number of days in the current Dividend Period that have passed prior to the date on which the liquidation occurs and the denominator of which is the total number of days in the current Dividend Period and (ii) an amount equal to the amount that would be payable with respect to such Class B Share if, immediately prior to the dissolution, liquidation or winding up of the Corporation, such Class B Share were converted into the Corresponding Number of Junior Shares.

“CLASS B SHARES” has the meaning set forth in Section 2.01.

“CLASS C SHARES” means the Class C Common Stock, par value $0.01 per share, of the Corporation.

“CLEARING AGENCY” means the clearing agency with respect to the Class B Shares.

“CODE” means the United States Internal Revenue Code of 1986, as amended.

“COMMON SHARES” means the shares of Common Stock, par value $0.01 per share, of the Corporation.

“CORPORATION” means Assurant, Inc., a Delaware corporation.

“DEPOSITARY” means the Depositary Trust Company.

“DIVIDEND” means a cash distribution to holders of the Class B Shares from the Corporation with respect to any applicable Dividend Period and payable on an applicable Dividend Date.

“DIVIDEND DATE” means the 1st day of March and September in each year (or the next Business Day if such day is not a Business Day) commencing March 1, 2004, with respect to Dividends on the Class B Shares.

“DIVIDEND PERIOD” means a period from September 1, 2003 (in case of the first Dividend Period) or, in all other cases, a period from a Dividend Date with respect to the Class B Shares to but excluding the next succeeding Dividend Date for the Class B Shares.

“FORTIS INSURANCE” means Fortis Insurance N.V., a company with limited liability incorporated as naamloze vennootschap under Dutch law.

“IAI” means a Person that is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act or the analog provisions of any successor rule.

“INITIAL PUBLIC OFFERING” means the initial public offering of the Corporation pursuant to which Fortis Insurance is selling Common Shares registered pursuant to a Registration Statement on Form S-1 under the Securities Act of 1933, as amended, on a broadly distributed basis, not limited to sophisticated investors, pursuant to a firm-commitment or best-efforts underwriting arrangement.

“IPO PRICE” means the price per share at which the Common Shares will be initially offered to the public in the Initial Public Offering as set forth on the cover page to the prospectus with respect thereto.

“IRS” means the United States Internal Revenue Service.

“LIBOR DETERMINATION DATE” means the LIBOR Determination Date with respect to the Class B Shares, initially March 1, 2005, and thereafter will be two Business Days prior to each Dividend Date occurring thereafter.

“MERGER EFFECTIVE DATE” means the effective date of the merger of Fortis, Inc., a Nevada corporation, with and into the Corporation, as defined in the Agreement and Plan of Merger, to be entered into by Fortis, Inc. and the Corporation.

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“MINIMUM NET WORTH AMOUNT” initially means $1.6 billion. The Minimum Net Worth Amount will be increased by the proceeds paid to the Corporation in consideration for the issuance and sale of additional Class B Shares or Class C Shares or any of its preferred stock ranking pari passu with or senior to the Class B Shares or Class C Shares with respect to the payment of dividends or amounts payable upon liquidation. The Minimum Net Worth Amount will be reduced by the amounts paid to purchase or redeem any Class B Shares or Class C Shares or any of its preferred stock ranking pari passu with or senior to the Class B Shares or the Class C Shares, but only by an amount equal to the liquidation preference of such shares. The net worth of the Corporation will be determined in accordance with US GAAP.

“1940 ACT” means the U.S. Investment Company Act of 1940, as amended.

“OUTSTANDING”, when used with reference to shares of stock, means issued shares, excluding shares held by the Corporation or a subsidiary.

“PARTNERSHIP I” means Fortis (US) Funding Partners I LP, a Delaware limited partnership.

“PARTNERSHIP TAX EVENT” means any one of the following: (i) Trust I or Partnership I becoming subject to more than a de minimis amount of taxes or similar assessments, (ii) RegCaPS I Payments are not effectively deductible in computing the taxable income of Fortis Insurance for Dutch corporate income tax purposes; (iii) Dividends received by Partnership I are included in the taxable income of Fortis Insurance for Dutch income tax purposes; or (iv) RegCaPS I Payments are subject to withholding tax in The Netherlands.

“PERSON” means any individual, corporation, association, partnership (general or limited), joint venture, trust, estate, limited liability company, or other legal entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“PREFERRED STOCK” means the 19,160 shares of Series B Preferred Stock of the Corporation to be issued on the Merger Effective Date and the 5,000 shares of Series C Preferred Stock of the Corporation to be issued on the Merger Effective Date.

“QIB” means a qualified institutional buyer within the meaning of Rule 144A under the Securities Act.

“REGCAPS I” means the regulatory capital partnership securities of Partnership 1.

“REGCAPS I PAYMENT DATE” means the 1st day of March and September in each year (or the next Business Day if such Day is not a Business Day) commencing September 1, 2000 with respect to the RegCaPS I Payments (as defined below).

“REGCAPS I PAYMENT PERIOD” means a period from and including the date of the original issuance of the RegCaPS I in the case of the first RegCaPS I Payment Period or, in all other cases, a RegCaPS 1 Payment Date with respect to the RegCaPS I to but excluding the next succeeding RegCaPS I Payment Date for the RegCaPS I.

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“REGCAPS I PAYMENTS” means cash distributions to the holders of the RegCaPS I from Partnership I with respect to any applicable RegCaPS I Payment Period and payable on an applicable RegCaPS I Payment Date.

“SECURITIES ACT” means the U.S. Securities Act of 1933, as amended.

“SECURITIES EXCHANGE ACT” means the U.S. Securities Exchange Act of 1934, as amended.

“SERIES B PREFERRED STOCK” means the Series B Preferred Stock of the Corporation, liquidation preference $1,000 per share.

“SERIES C PREFERRED STOCK” means the Series C Preferred Stock of the Corporation, liquidation preference $1,000 per share.

“SIX-MONTH LIBOR” means with respect to any LIBOR Determination Date, a rate determined on the basis of the offered rates for six-month United States dollar deposits of not less than a principal amount equal to that which is representative for a single transaction in such market at such time, commencing on the second Business Day immediately following such LIBOR Determination Date, which appears on US LIBOR Telerate Page 3750 (or a successor page) as of approximately 11:00 a.m., London time, on such LIBOR Determination Date.

If on any LIBOR Determination Date no rate appears on US LIBOR Telerate Page 3750 (or a successor page) as of approximately 11:00 a.m., London time, the Paying Agent shall on such LIBOR Determination Date request the four major reference banks in the London interbank market selected by the Paying Agent to provide the Paying Agent with a quotation of the rate at which six-month deposits in United States dollars, commencing on the second Business Day immediately following such LIBOR Determination Date, are offered by it to prime banks in the London interbank market as of approximately 11:00 a.m., London time, on such LIBOR Determination Date and in a principal amount equal to that which is representative for a single transaction in such market at such time. If at least two such quotations are provided, Six-Month LIBOR for such LIBOR Determination Date will be the arithmetic mean of such quotations as calculated by the Paying Agent. If fewer than two quotations are provided, Six-Month LIBOR for such LIBOR Determination Date will be the arithmetic mean of the rates quoted as of approximately 11:00 a.m., London time, on such LIBOR Determination Date by three major banks in the London interbank market selected by the Paying Agent for loans in United States dollars to leading European banks, having a six-month maturity commencing on the second Business Day immediately following such LIBOR Determination Date and in a principal amount equal to that which is representative for a single transaction in such market at such time; provided, however, that, if the banks selected as aforesaid by the Paying Agent are not quoting as mentioned in this sentence, Six-Month LIBOR for such LIBOR Determination Date will be Six-Month LIBOR determined with respect to (i) the immediately preceding Dividend Period for purposes of the Class B Shares and (ii) the immediately preceding RegCaPS I Payment Period for purposes of the RegCaPS I.

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“SPECIAL INDEPENDENT DIRECTORS” means the independent directors of the Corporation elected by the holders of the Class B Shares upon the failure of the Corporation to pay Dividends for five consecutive Dividend Periods.

“TRANSFER AGENT” means the transfer agent with respect to the Class B Shares which shall initially be the Corporation.

“TRUST I” means Fortis (US) RegCaPS Funding Trust I, a Delaware statutory business trust.

“TRUST CAPITAL SECURITIES I” means 150,000 trust capital securities, liquidation preference US$1,000 each, representing undivided beneficial ownership interests in Trust I.

“TRUST SECURITIES I” means the Trust Capital Securities I, together with the Trust Common Securities I, liquidation preference US$100 each, representing undivided beneficial ownership interests in Trust I.

“US GAAP” means the generally accepted accounting principles in the United States.

ARTICLE 2 NUMBER AND DESIGNATION

SECTION 2.01 Number and Designation. The Class B Common Stock of the Corporation shall consist of 150,001 shares of Class B Common Stock, par value $0.01 per share, of the Corporation and shall be designated as CLASS B COMMON STOCK (the “CLASS B SHARES”). The Class B Shares shall have a liquidation preference of one thousand dollars ($1,000) per share.

ARTICLE 3 RANK

SECTION 3.01 Rank. (a) The Class B Shares shall, only with respect to payments of dividends at the Class B Share Indicative Rate (as defined below) and with respect to the payment of the Class B Share Liquidation Amount upon the liquidation, dissolution and winding up of the Corporation, rank senior to all of the Common Shares. In all other respects, the Class B Shares shall rank pari passu with the Common Shares and participate equally with the Common Shares with respect to dividends and other distributions paid by the Corporation and with respect to any amounts payable upon its liquidation, dissolution or winding up. The Class B Shares will rank junior in all respects to any indebtedness of the Corporation, and to the Preferred Stock. The Class B Shares shall rank pari passu with the Class C Shares for all purposes. All securities of the Corporation to which the Class B Shares ranks prior (whether with respect to dividends or upon liquidation, dissolution, winding up or otherwise), including the Common Shares, are collectively referred to herein as the “JUNIOR SHARES.” The definition of Junior Shares shall also include any rights or options exercisable for or convertible into any of the Junior Shares.

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(b) Without prior consent of the holders of not less than a majority of the outstanding Class B Shares, the Corporation shall not issue any class or series of equity securities whose terms provide that such securities rank senior or pari passu with the Class B Shares with respect to the rights to receive dividends and other distributions or with respect to any amounts payable upon liquidation, dissolution or winding up. If the Corporation has paid in full the lesser of (i) each of its last four Dividends in full at the Class B Share Indicative Rate on their respective Dividend Payment Dates or (ii) prior to the fourth scheduled Dividend Payment Date, all Dividends that could have been paid on the Class B Shares, the Corporation may issue an unlimited amount of additional Class B Shares and other equity securities ranking pari passu with the Class B Shares without the consent of the holders of the Class B Shares.

ARTICLE 4 DIVIDENDS

SECTION 4.01 Rate; Dividend Date. (a) Each Class B Share shall be entitled to receive cash Dividends on a non-cumulative basis, when, as and if declared by the Board of Directors, out of funds legally available for the payment of dividends on each Dividend Date commencing March 1, 2004. The Corporation expects that the Dividend will be declared initially at a rate at least equal to a fixed rate of 7.48% of the stated liquidation preference of $1,000 per Class B Share and after March 1, 2005, at a variable rate of Six-Month LIBOR plus 1.10%, reset semiannually (the “CLASS B SHARE INDICATIVE RATE”). The amount of Dividends will be computed on the basis of a 365- or 366-day year, as the case may be, and the actual number of days in such Dividend Period divided by 365 or 366, as the case may be. When Dividends are paid on the Class B Shares at less than the Class B Share Indicative Rate, all Dividends declared on the Class B Shares will be paid pro rata.

(b) The Paying Agent will calculate Six-Month LIBOR as of each LIBOR Determination Date and shall make such rate calculation available to holders of Class B Shares. The Paying Agent also shall determine the Dividends payable on each Dividend Date and give notice thereof (including the applicable rate, amount, the applicable period and payment) to the holders of Class B Shares. The notices set forth in this paragraph shall be sent by first class mail to the address of each holder of Class B Shares as it appears on the register kept by the Registrar and shall be available at the offices of the Paying Agent.

SECTION 4.02 Dividend Restrictions. (a) No cash dividend or other distribution may be declared or paid or set apart for payment on any Junior Shares and neither the Corporation nor any of its Affiliates may purchase or redeem for cash any outstanding Junior Shares, unless:

(i) full Dividends have been declared and paid or set apart for payment on the Class B Shares in an amount at least equal to the greater of (A) the Dividends payable during such Dividend Period at the Class B Share Indicative Rate or (B) the dividends paid by the Corporation on the Corresponding Number of Junior Shares (as defined below) during such Dividend Period (treating any cash payment in connection with a purchase or redemption of Junior Shares by the Corporation as a cash dividend);

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(ii) Partnership I has paid the full amount of RegCaPS I Payments for the current RegCaPS I Payment Period; and

(iii) such repurchase or redemption does not cause the net worth of the Corporation to be less than the Minimum Net Worth Amount.

(b) (i) If a Dividend is paid on the Class B Shares during any Dividend Period at a rate less than the Class B Share Indicative Rate, the Corporation may not make any dividend payments on the Junior Shares and may only make dividend payments on its other securities that rank pari passu with the Class B Shares, if any, in the same proportion as the partial Dividend paid on the Class B Shares for the current Dividend Period bears to the full Dividend payment determined for such Dividend Period at the Class B Share Indicative Rate.

(ii) For so long as the RegCaPS I are outstanding, if a partial RegCaPS I Payment is made for any RegCaPS I Payment Period, the Corporation may not make any dividend payments on its Junior Shares and may only make dividend payments on its other securities that rank pari passu with the Class B Shares in the same proportion as the lesser of (i) the proportion the partial RegCaPS I Payment made for the current RegCaPS I Payment Period bears to the RegCaPS I Payment determined for such RegCaPS I Payment Period and (ii) the proportion the partial Dividend paid on the Class B Shares for the corresponding Dividend Period bears to the Dividend payment determined for such Dividend Period at the Class B Share Indicative Rate.

Additionally, for so long as the Trust Capital Securities I, RegCaPS I or Class B Shares are outstanding, all shares of common or preferred stock issued by majority-owned subsidiaries of the Corporation which shares are not beneficially owned by the Corporation or its wholly-owned subsidiaries will be subject to the restrictions set forth above on the payment of dividends and other payments.

(c) The various payment restrictions and obligations described in Section 4.02 above and applicable in respect of any Dividend Period or RegCaPS I Payment Period in which a Dividend on the Class B Shares is not paid in any amount at least equal to the Class B Share Indicative Rate or the full amount of RegCaPS I Payments is not paid shall apply, mutatis mutandis, to the extent that any Gross-Up Payment (as defined below) to Qualified Investors (as defined below) is not declared and paid or set apart for payment as and when due in respect of a fiscal year; provided that such payment restrictions and obligations will remain in effect, not only during the current Dividend Period or RegCaPS I Payment Period, but until such Gross-Up Payment is declared and paid or set apart for payment.

(d) For purposes of determining whether the Dividends paid or set apart for payment on the Class B Shares for a Dividend Period are sufficient to permit a cash dividend or other distribution on the Junior Shares or a purchase or redemption of Junior Shares for cash, each Class B Share will correspond to a specific number of Junior Shares (the “CORRESPONDING NUMBER OF JUNIOR SHARES”). The initial Corresponding Number of Junior Shares will be 2.2996

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Common Shares, which the Board of Directors has determined reflects the fair value of a single Class B Share relative to the fair value of a single Junior Share, and will be subject to adjustment if the Corporation (A) pays all or a portion of a dividend or other distribution with respect to any class of Junior Shares by issuing additional Junior Shares, (B) subdivides or splits the outstanding shares of any class of its Junior Shares into a larger number of shares, (C) combines the outstanding shares of any class of its Junior Shares into a smaller number of shares or (D) issues by reclassification of the shares of any class of its Junior Shares any shares of any other class of Junior Shares. In any such event, the Corresponding Number of Junior Shares will be multiplied by a fraction, the numerator of which is the number of Junior Shares outstanding immediately after such event and the denominator of which is the number of Junior Shares outstanding immediately before such event. If, as a result of such event, any class of Junior Shares other than Common Shares is outstanding, the number of such other Junior Shares equivalent to one Common Share shall be determined by the Board of Directors in good faith for purposes of making the foregoing adjustment to the Corresponding Number of Junior Shares.

(e) The Corporation intends that the holders of the RegCaPS I and the Trust Capital Securities I shall be third party beneficiaries of, and entitled to enforce, the provisions of this Section 4.02, as if such provisions constituted a contract between the Corporation and the holders of the Class B Shares, and the holders of the RegCaPS I and the Trust Capital Securities I were third-party beneficiaries to such contract.

SECTION 4.03 Issuance, Purchase and Redemption of Junior Shares. Other than in the circumstances described in Section 4.02 above, the Corporation shall not issue any Junior Shares or purchase or redeem any outstanding Junior Shares unless, prior to such issuance, purchase or redemption, the Board of Directors determines in good faith that the terms of such issuance, purchase or redemption reflect the fair value of the Junior Shares to be issued, purchased or redeemed. In addition, the Corporation will not purchase or redeem any Junior Shares if such purchase or redemption would cause the net worth of the Corporation (determined in accordance with US GAAP), as of the last day of the most recently ended fiscal quarter and after giving affect to such purchase or redemption, to be less than the Minimum Net Worth Amount.

SECTION 4.04 Payment of Dividends. Dividends and other payments on the Class B Shares will be payable to the holders thereof as they appear on the books and records of the Corporation on the relevant record dates, which will be one Business Day prior to the relevant Dividend Date or other payment date. Such Dividends will be paid through the Paying Agent who will hold amounts received from the Corporation in respect of the Class B Shares for the benefit of the holders of the Class B Shares. In the event that any Class B Shares do not remain in book-entry only form, the relevant record dates shall be the 15th day of the month of the relevant Dividend Date or other payment date. In the event that any Dividend Date is not a Business Day, payment of the Dividends payable on such date will be made on the next succeeding day which is a Business Day (without any interest or other payment in respect of the dividends subject to such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. If a Dividend is not paid in full on the applicable Dividend Date, notice of the failure to pay such Dividend will be sent to each holder of Class B Shares by first-class mail to such holder’s address as shown in the register kept by the Registrar.

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SECTION 4.05 Intentionally Omitted.

SECTION 4.06 Earnings and Profits Gross-up Payments. (a) To the extent that dividends paid with respect to the Class B Shares or Common Shares exceed the Corporation’s earnings and profits as calculated for U.S. federal income tax purposes, they will not constitute dividends for U.S. federal income tax purposes and will not qualify for the dividends-received deduction. In such event, additional distributions will be made by the Corporation to place each holder of the Class B Shares in the same position it would have been in if all dividends from the Corporation were paid from such earnings and profits, assuming for these purposes that such holder was eligible for the dividends-received deduction.

(b) If any Dividend on the Class B Shares with respect to any fiscal year (including any Gross-Up Payment (as defined below)) constitutes, in whole or in part, a return of capital (or is treated as gain from the sale or exchange of the Class B Shares) (a “QUALIFYING DIVIDEND”), the Corporation will pay (if declared), within 180 days after the end of such fiscal year, out of funds legally available therefor, an amount equal to the aggregate Gross-Up Payments to Qualified Investors (as defined below) with respect to all Qualifying Dividends on the Class B Shares during such fiscal year. A “QUALIFIED INVESTOR” with respect to a Qualifying Dividend during a fiscal year means a person who was entitled to receive such Qualifying Dividend.

(c) A “GROSS-UP PAYMENT” to a Qualified Investor with respect to all Qualifying Dividends during a fiscal year means an additional Dividend on the Class B Shares to a Qualifying Investor in an amount which, when taken together with the aggregate Qualifying Dividends paid to such Qualified Investor during such fiscal year, would cause such Qualified Investor’s net yield in dollars (after U.S. federal income tax consequences and treating, for purposes of calculating net yield in dollars, the sum of that portion of the Qualifying Dividends and the Gross-Up Payment otherwise treated as a return of capital as capital gain recognized upon the taxable sale or exchange of Class B Shares) from the aggregate of both the Qualifying Dividends and the Gross-Up Payment to be equal to the net yield in dollars (after U.S. federal income tax consequences) which would have been received by such Qualified Investor if the entire amount of the aggregate Qualifying Dividends had instead been treated as a dividend for U.S. federal income tax purposes. Such Gross-Up Payment shall be calculated using the applicable maximum marginal U.S federal corporate income tax rate applicable to ordinary income and capital gains, as the case may be, and, where applicable, the dividends-received deduction, as specified in Section 243(a)(i) of the Code or any successor provision, without consideration being given to the time value of money, the U.S. federal income tax situation of any specific Qualified Investor, or any state or local tax consequences that may arise. The Corporation shall make a determination, based upon the reasonably estimated earnings and profits of that portion, if any, of a Qualifying Dividend for a fiscal year that will be treated as dividend for U.S. federal income tax purposes, and such determination shall be final and binding for purposes of calculating the amount of the Gross-Up Payments with respect to all Qualifying Dividends for such fiscal year.

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ARTICLE 5 LIQUIDATION PREFERENCE

SECTION 5.01 Liquidation Preference. (a) In the event of any voluntary or involuntary dissolution, liquidation or winding up of the Corporation, after payment or provision for the liabilities of the Corporation and the expenses of such dissolution, liquidation or winding up, the holders of the outstanding Class B Shares will be entitled to receive out of the assets of the Corporation or proceeds thereof available for distribution to holders of Class B Shares, before any payment or distribution of assets is made to holders of the Common Shares or any other Junior Shares, the Class B Share Liquidation Amount. If the assets of the Corporation available for distribution in such event are insufficient to pay in full the aggregate amount payable to holders of the Class B Shares and holders of all other classes or series of equity securities of the Corporation, if any, ranking, as to the distribution of assets upon dissolution, liquidation or winding up of the Corporation, on a parity with the Class B Shares, the assets will be distributed to the holders of Class B Shares and holders of such other equity interests pro rata, based on the full respective preferential amounts to which they are entitled. After payment of the full amount of the distribution of assets upon dissolution, liquidation or winding up of the Corporation to which they are entitled, the holders of Class B Shares will not be entitled to any further participation in any distribution of assets by the Corporation.

(b) Notwithstanding Section 5.01(a) above, holders of Class B Shares will not be entitled to be paid any amount in respect of a dissolution, liquidation or winding up of the Corporation until holders of any classes or series of securities of the Corporation ranking, as to the distribution of assets upon dissolution, liquidation or winding up of the Corporation, prior to the Class B Shares have been paid all amounts to which such classes or series are entitled. At the time of issuance of the Class B Shares, no class or series of securities of the Corporation ranking prior to the Class B Shares with respect to the distribution of assets upon dissolution, liquidation or winding up of the Corporation exists other than the Series B Preferred Stock and Series C Preferred Stock.

(c) Notwithstanding anything else in this Schedule 3, neither the sale, lease or exchange (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Corporation, nor the merger, consolidation or combination of the Corporation into or with any other person or the merger, consolidation or combination of any other person into or with the Corporation, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes of this Section 5.01.

ARTICLE 6 REDEMPTION

SECTION 6.01 Optional Redemption. (a) The Class B Shares will not be subject to mandatory redemption at any time. Prior to March 1, 2030, Class B Shares will not be subject to optional redemption. On or after March 1, 2030, Class B Shares may be redeemed at the option of the Corporation at any time, in whole but not in part, at their fair market value (the “REDEMPTION AMOUNT”) as determined by a nationally recognized investment bank retained by

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the Corporation, based on the amount that would have been payable with respect to such Class B Share if the Corporation were liquidated as of the applicable redemption date and, immediately prior to such liquidation, such Class B Share were converted into the Corresponding Number of Junior Shares.

SECTION 6.02 Procedure for Redemption. (a) Notice of any redemption of the Class B Shares (a “REDEMPTION NOTICE”) will be given by the Corporation by mail to each holder of Class B Shares not fewer than 30 nor more than 60 days before the date fixed for redemption. For purposes of the calculation of the date of redemption and the dates on which notices are given pursuant to this Section 6.02(a), a Redemption Notice shall be deemed to be given on the day such notice is first mailed, by first-class mail, postage prepaid, to holders of the Class B Shares. Each Redemption Notice shall be addressed to the holders of Class B Shares at the address of each such holder appearing in the books and records of the Corporation. No defect in the Redemption Notice or in the mailing thereof with respect to any holder of Class B Shares shall affect the validity of the redemption proceedings with respect to any other holder of Class B Shares.

(b) If the Corporation gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon, New York City time, on the redemption date, the Corporation (A) if the Class B Shares are in book-entry form with the Depositary Trust Company (“DTC”), will deposit irrevocably with DTC funds sufficient to pay the applicable Redemption Amount and will give DTC irrevocable instructions and authority to pay the Redemption Amount in respect of the Class B Shares held through DTC in global form or (B) if the Class B Shares are held in certificated form (each such certificate a “CLASS B SHARE CERTIFICATE”), will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Amount of any such Class B Shares and will give to the Paying Agent irrevocable instructions and authority to pay such amounts to the holders of Class B Shares, upon surrender of their certificates, by delivery of check, mailed to the address of the relevant holder appearing on the books and records of the Corporation on the redemption date. For these purposes, the applicable Redemption Amount shall not include Dividends which are being paid to holders of Class B Shares who were holders of Class B Shares on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close of business on the date of such deposit or payment, all rights of holders of Class B Shares so called for redemption will cease, except the right of the holders of Class B Shares to receive the Redemption Amount, but without interest on such Redemption Amount, and from and after the date fixed for redemption, such Class B Shares will not receive dividends or bear interest.

(c) In the event that any date fixed for redemption of Class B Shares is not a Business Day, then payment of the Redemption Amount payable on such date will be made on the next succeeding Business Day (and without any interest in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemption. In the event that payment of the Redemption Amount is improperly withheld or refused and not paid by the Corporation, Dividends on the Class B Shares called for redemption will continue to be payable in accordance with the terms hereof from the original redemption date until the Redemption Amount is actually paid.

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(d) The Corporation shall not be required to register or cause to be registered the transfer of any Class B Shares which have been called for redemption.

(e) Except as provided in Article 10, the Class B Shares which have been issued and reacquired in any manner, including shares purchased or redeemed, shall (upon compliance with any applicable provisions of the laws of the State of Delaware) have the status of authorized and unissued Class B Shares and may be reissued.

ARTICLE 7 VOTING RIGHTS

SECTION 7.01 Voting Rights. (a) The holders of the Class B Shares will be entitled to one vote per share and will be entitled to vote with the Common Shares as a single class on all matters submitted to a vote of the Common Shares (other than those matters affecting only the Common Shares). Except as provided in Article 10, prior to transferring ownership of any Class B Shares to a transferee other than Partnership I or Trust I, such Class B Shares shall be converted to the same number of shares of a class of stock of the Corporation (the “CONVERSION SHARES”) having rights, preferences and privileges substantially identical to the Class B Shares except that the Conversion Shares will be entitled to no voting rights other than as required by law and other than with respect to adverse amendments to the terms of the Conversion Shares and the issuance of equity securities that rank senior to or pari passu with the Conversion Shares with respect to the payment of dividends or amounts upon liquidation.

(b) The holders of the Class B Shares and the Conversion Shares will be entitled to vote separately as a single class on the matters described in this paragraph. The consent of the holders of not less than a majority of the outstanding Class B Shares and Conversion Shares, voting as a single class, is required (i) to amend, alter, supplement or repeal the terms of the Class B Shares and the Conversion Shares (it being a condition to any such amendment, alteration, supplement or repeal that it have a substantially identical effect on the rights, preferences and privileges of both the Class B Shares and the Conversion Shares), or (ii) if the Corporation has not paid in full the lesser of (A) each of the last four Dividends on their respective Dividend Payment Dates or (B) prior to the fourth scheduled Dividend Payment Date, all Dividends that could have been paid on the Class B Shares and the Conversion Shares, for the Corporation to issue, or to increase the authorized amount of, the Class B Shares or the Conversion Shares or any other equity securities that rank pari passu with or senior to the Class B Shares and the Conversion Shares. Further, if the Corporation has paid in full the lesser of (A) each of the last four Dividends at the Class B Share Indicative Rate on their respective Dividend Payment Dates or (B) prior to the fourth scheduled Dividend Payment Date, all Dividends that could have been paid on the Class B Shares and the Conversion Shares, the Corporation may issue an unlimited amount of additional Class B Shares and Conversion Shares and other equity securities that rank pari passu with the Class B Shares and the Conversion Shares without the consent of the holders of the Class B Shares or the Conversion Shares.

(c) Whenever Dividends on the Class B Shares and the Conversion Shares are in arrears for five or more consecutive Dividend Periods, the holders of Class B Shares and the Conversion Shares, voting as a single class will be entitled, subject to any necessary regulatory

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actions, to elect two Special Independent Directors to the Board of Directors, subject to any necessary regulatory actions, at a special meeting called by the holders of record of at least 25% of the Class B Shares and the Conversion Shares in the aggregate. The Special Independent Directors shall vacate office if Dividends are resumed and are paid regularly for at least two consecutive Dividend Periods.

(d) Notwithstanding the foregoing, the Corporation shall have the right, without the prior consent of the holders of Class B Shares, to amend, alter, supplement or repeal any terms of the Class B Shares (i) to cure any ambiguity, or to cure, correct or supplement any defective provision thereof or (ii) to make any other provision with respect to matters or questions arising with respect to the Class B Shares that is not inconsistent with the provisions thereof so long as such action does not materially and adversely affect any of the rights, preferences and privileges of the holders of Class B Shares, provided, however, that any increase in the amount of authorized or issued Class B Shares will be deemed not to materially and adversely affect any of the rights, preferences and privileges of the holders of Class B Shares.

(e) The consent or votes required in Section 7.01(b) and (c) above shall be in addition to any approval of stockholders of the Corporation which may be required by law or pursuant to any provision of the Corporation’s Certificate of Incorporation or By-Laws, which approval shall be obtained by vote of the stockholders of the Corporation in the manner provided in Section 7.01(a) above.

SECTION 7.02 No Affiliate Voting. (a) Notwithstanding that holders of Class B Shares are entitled to vote or consent under any of the circumstances described above, any of the Class B Shares at such time that are beneficially owned by the Corporation or by any entity directly or indirectly controlling, controlled by, or under direct or indirect common control with, the Corporation shall not be entitled to vote or consent and shall, for purposes of such vote or consent, be treated as if they were not outstanding, provided, however, that persons (other than Affiliates of the Corporation) to whom the Corporation or any of its subsidiaries have pledged Class B Shares may vote or consent with respect to such pledged Class B Shares pursuant to the terms of such pledge; provided, further, that any Class B Shares held in the trust may be voted in accordance with this Certificate; provided that any Class B Shares held by Partnership I or Trust I may be voted in accordance with the terms of the Class B Shares by Trust I or Partnership I, respectively.

ARTICLE 8 MERGER, CONSOLIDATION OR AMALGAMATION OF THE CORPOR ATION

SECTION 8.01 Merger, Consolidation or Amalgamation of the Corporation. The Corporation may not consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to, any corporation or other entity, except as described below. The Corporation may, with the consent of at least one of the Special Independent Directors, if any, on the Board of Directors at the time the issue is considered and without the consent of the holders of the Class B Shares, consolidate, amalgamate, merge with or into, or be replaced by a corporation organized as such under the laws of any State of the United States; provided, that:

(a) if the Corporation is not the survivor, such successor entity either (x) expressly assumes all of the obligations of the Corporation under the Class B Shares or (y) substitutes securities for the Class B Shares (the “SUCCESSOR SECURITIES”), so long as the Successor Securities rank the same as the Class B Shares rank with respect to Dividends and other payments thereon;

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(b) such merger, consolidation, amalgamation or replacement does not adversely affect any of the rights, preferences and privileges of the holders of the Class B shares (including any Successor Securities) in any material respect;

(c) prior to such merger, consolidation, amalgamation or replacement, the Corporation has received an opinion of a nationally recognized law firm experienced in such matters to the effect that (i) such merger, consolidation, amalgamation or replacement will not adversely affect any of the rights, preferences and privileges of the holders of the Class B Shares (including any Successor Securities) in any material respect and (ii) following such merger, consolidation, amalgamation or replacement, the Corporation (or such successor entity) will not be required to register under the 1940 Act; and

(d) distributions with respect to the Successor Securities would be eligible for the dividends-received deduction.

ARTICLE 9 TRANSFER OF CLASS B SHARES

SECTION 9.01 General. The Corporation shall provide for the registration of Class B Share Certificates and for transfers of Class B Share Certificates. Upon surrender for registration of transfer of any Class B Share Certificate, the Corporation shall cause one or more new Class B Share Certificates to be issued in the name of the designated transferee or transferees. Every Class B Share Certificate surrendered for registration of transfer shall be accompanied by a written instrument of transfer in form satisfactory to the Corporation duly executed by the holder of such Class B Shares or his or her attorney duly authorized in writing. Each Class B Share Certificate surrendered for registration of transfer shall be cancelled by the Corporation. A transferee of a Class B Share Certificate shall be entitled to the rights and subject to the obligations of a holder of Class B Shares hereunder upon the receipt by the transferee of a Class B Share Certificate, which receipt shall be deemed to constitute a request by such transferee that the books and records of the Corporation reflect such transferee as a holder of Class B Shares.

SECTION 9.02 Definitive Certificates. Unless and until the Corporation issues a global Class B Share Certificate pursuant to Section 9.03(a), the Corporation shall only issue definitive Class B Share Certificates to the holders of Class B Shares. The Corporation may treat the Person in whose name any Class B Share Certificate shall be registered on the books and records of the Corporation as the sole holder of such Class B Share Certificate and of the Class B Shares represented by such Class B Share Certificate for purposes of receiving Dividends and for all other purposes whatsoever (including without limitation, tax returns and information reports) and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such Class B Share Certificate or in the Class B Shares represented by such Class B Share Certificate on the part of any other Person, whether or not the Corporation shall have actual or other notice thereof.

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SECTION 9.03 Book Entry Provisions.

(a) General. The provisions of this Section 9.03(a) shall apply only in the event that the Class B Shares are distributed to the holders of RegCaPS I or Trust Securities I in connection with the involuntary or voluntary dissolution, winding up or liquidation of Partnership 1 or of Trust I. Upon the occurrence of such event, a global Class B Share Certificate representing the Book-Entry Interests shall be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the Corporation and any previously issued and still outstanding definitive Class B Share Certificates shall be of no further force and effect. The global Class B Share Certificate shall initially be registered on the books and records of the Corporation in the name of Cede & Co., the nominee of DTC, and no holder of Class B Shares will receive a new definitive Class B Share Certificate representing such holder’s interests in such Class B Share Certificate, except as provided in Section 9.03(c). In connection with the involuntary or voluntary dissolution, winding up or liquidation of Partnership I and of Trust I, Cede & Co., the nominee of DTC, shall automatically be deemed to be the holder of all of the Class B Shares. Unless and until new definitive, fully registered Class B Share Certificates (the “DEFINITIVE CLASS B SHARE CERTIFICATES”) have been issued to the holders of Class B Shares pursuant to Section 9.03(c):

(i) The provisions of this Section shall be in full force and effect;

(ii) The Corporation shall be entitled to deal with the Clearing Agency for all purposes of this Certificate (including the payment of Dividends, Redemption Amounts and liquidation proceeds on the Class B Share Certificates and receiving approvals, votes or consents hereunder) as the sole holder of the Class B Share Certificates and shall have no obligation to the holders of Class B Shares;

(iii) None of the Corporation, the Board of Directors, or any Special Independent Director or any agents of any of the foregoing shall have any liability or responsibility for any aspect of the records relating to or Dividends made on account of beneficial ownership interests in a global Class B Share Certificate for such beneficial ownership interests or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests; and

(iv) Except as provided in Section 9.03(c) below, the holders of Class B Shares will not be entitled to receive physical delivery of the Class B Shares in definitive form and will not be considered holders thereof for any purpose under this Certificate of Designations, and no global Class B Share Certificate representing Class B Shares shall be exchangeable, except for another global Class B Share Certificate of like denomination and tenor to be registered in the name of DTC or Cede & Co., or to a successor Depositary or its nominee. Accordingly, each holder of Class B Shares must rely on the procedures of DTC or if such person is not a Participant, on the procedures of the Participant through which such person owns its interest to exercise any rights of a holder under this Certificate of Designations.

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(b) Notices to Clearing Agency. Whenever a notice or other communication to the holders of Class B Shares is required under the Partnership Agreement, unless and until definitive Class B Share Certificates shall have been issued to the holders of Class B Shares pursuant to Section 9.03(c), the Corporation shall give all such notices and communications specified herein to be given to the holders of Class B Shares to the Clearing Agency, and shall have no obligations to the holders of Class B Shares.

(c) Definitive Class B Share Certificates. Definitive Class B Share Certificates shall be prepared by the Corporation and exchangeable for the global Class B Share Certificate or Certificates if and only if (i) the Depositary notifies the Corporation that it is unwilling or unable to continue its services as a securities Depositary and no successor Depositary shall have been appointed, (ii) the Depositary, at any time, ceases to be a Clearing Agency registered under the Exchange Act at such time as the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed, or (iii) the Corporation, in its sole discretion, determines that such global Class B Share Certificate shall be so exchangeable. Upon surrender of the global Class B Share Certificate or Certificates representing the Book-Entry Interests by the Clearing Agency, accompanied by registration instructions, the Corporation shall cause definitive Class B Share Certificates to be delivered to holders of Class B Shares in accordance with the instructions of the Clearing Agency. The Corporation shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. The definitive Class B Share Certificates shall be printed, lithographed or engraved or may be produced in any other manner as may be required by any national securities exchange on which Class B Shares may be listed and is reasonably acceptable to the Corporation, as evidenced by its execution thereof

SECTION 9.04 Registrar, Transfer Agent and Paying Agent.

(a) The Corporation will act as Registrar, Transfer Agent and Paying Agent for the Class B Shares for so long as the Class B Shares are held by Partnership I or, if Partnership I is liquidated in connection with a Partnership Tax Event, for so long as the Class B Shares remain in book-entry only form.

(b) Except in such case where the Corporation shall act as Registrar or Paying Agent pursuant to Section 9.04(a) hereof, the Corporation shall maintain in the Borough of Manhattan, City of New York, State of New York (i) an office or agency where Class B Shares may be presented for registration of transfer or for exchange (“REGISTRAR”) and (ii) an office or agency where Class B Shares may be presented for payment (“PAYING AGENT”). The Registrar shall keep a register of the Class B Shares and of their transfer and exchange. The Corporation may appoint the Registrar and the Paying Agent and may appoint one or more co-registrars and one or more additional paying agents in such other locations as it shall determine. The term “PAYING AGENT” includes any additional paying agent. The Corporation may change any Paying Agent, Registrar or co-registrar without prior notice to any holder. If the Corporation fails to appoint or maintain another entity as Registrar or Paying Agent, the Corporation shall act as such.

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(c) Registration of transfers of Class B Shares shall be effected without charge by or on behalf of the Corporation, but upon payment (with the giving of such indemnity as the Corporation may require) in respect of any tax or other governmental charges that may be imposed.

SECTION 9.05 Transfer Restrictions. The Class B Shares may only be transferred (i) to QIBs and (ii) to IAIs who, if they are not QIBs, prior to such transfer, furnish to the Corporation or the Transfer Agent a signed letter containing certain representations and agreements relating to restrictions on transfer by such IAI. The foregoing restriction may be waived if the Corporation, in its sole discretion, determines such restrictions are no longer necessary to preserve the Corporation’s exemptions from registration requirements under the Securities Act, the Securities Exchange Act and the 1940 Act. Any purported purchase or transfer of the Class B Shares in violation of such restrictions will be null and void. Furthermore the Corporation may also require the sale of Class B Shares held by holders who fail to comply with the foregoing.

ARTICLE 10 CONVERSION OF CLASS B SHARES

SECTION 10.01 Conversion of Class B Shares. Upon closing of the Initial Public Offering, each issued and outstanding Class B Share shall convert automatically (without any action required on the part of the holder) into a number of Common Shares equal to the amount provided in clause (i) of the definition of Class B Share Liquidation Amount divided by the IPO Price. The Class B Shares which have been converted shall be retired and become authorized but unissued shares of Class B Common Stock, but such shares may not be reissued.

ARTICLE 11 GENERAL PROVISIONS

SECTION 11.01 General Provisions. The headings of the paragraphs, subparagraphs. clauses and subclauses of this Certificate of Designations are for convenience of reference only and shall not define, limit or affect any of the provisions hereof.

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Schedule 4

TERMS OF CLASS C COMMON STOCK

of

ASSURANT, INC.

ARTICLE 1

DEFINITIONS

SECTION 1.01 Definitions. In this Schedule 4 to Restated Certificate of Incorporation, unless the context otherwise requires:

“AFFILIATE” means, with respect to a specified Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such specified Person.

“BOARD OF DIRECTORS” means the Board of Directors of the Corporation.

“BOOK-ENTRY INTEREST” means a beneficial ownership in the Class C Shares, ownership and transfers of which are maintained through book entries of the Registrar as set forth in Section 9.04(b) of this Schedule 4.

“BUSINESS DAY” means any day on which commercial and foreign exchange markets settle payments in each of London, England, New York, New York and Chicago, Illinois.

“CERTIFICATE OF INCORPORATION” means the Restated Certificate of Incorporation of the Corporation.

“CLASS B SHARES” means shares of Class B Common Stock, par value $0.01 per share, of the Corporation.

“CLASS C SHARES” has the meaning set forth in Section 2.01.

“CLASS C SHARE LIQUIDATION AMOUNT” means, with respect to each Class C Share, an amount equal to the greater of (i) its liquidation preference of US$1,000, plus an amount (whether or not declared) equal to US$1,000 multiplied by the Class C Share Indicative Rate multiplied by a fraction, the numerator of which is the number of days in the current Dividend Period that have passed prior to the date on which the liquidation occurs and the denominator of which is the total number of days in the current Dividend Period and (ii) an amount equal to the amount that would be payable with respect to such Class C Share if, immediately prior to the dissolution, liquidation or winding up of the Corporation, such Class C Share were converted into the Corresponding Number of Junior Shares.

“CLEARING AGENCY” means the clearing agency with respect to the Class C Shares.

“CODE” means the United States Internal Revenue Code of 1986, as amended.

“COMMON SHARES” means the shares of Common Stock, par value $0.01 per share, of the Corporation.

“CORPORATION” means Assurant, Inc., a Delaware corporation.

“DEPOSITARY” means the Depositary Trust Company.

“DIVIDEND” means a cash distribution to holders of the Class C Shares from the Corporation with respect to any applicable Dividend Period and payable on an applicable Dividend Date.

“DIVIDEND DATE” means the 1st day of March and September in each year (or the next Business Day if such day is not a Business Day) commencing March 1, 2004, with respect to Dividends on the Class C Shares.

“DIVIDEND PERIOD” means a period from September 1, 2003 (in case of the first Dividend Period) or, in all other cases, a period from a Dividend Date with respect to the Class C Shares to but excluding the next succeeding Dividend Date for the Class C Shares.

“FORTIS INSURANCE” means Fortis Insurance N.V., a company with limited liability incorporated as naamloze vennootschap under Dutch law.

“IAI” means a Person that is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act or the analog provisions of any successor rule.

“INITIAL PUBLIC OFFERING” means the initial public offering of the Corporation pursuant to which Fortis Insurance is selling Common Shares registered pursuant to a Registration Statement on Form S-1 under the Securities Act of 1933, as amended, on a broadly distributed basis, not limited to sophisticated investors, pursuant to a firm-commitment or best-efforts underwriting arrangement.

“IPO PRICE” means the price per share at which the Common Shares will be initially offered to the public in the Initial Public Offering as set forth on the cover page to the prospectus with respect thereto.

“IRS” means the United States Internal Revenue Service.

“LIBOR DETERMINATION DATE” means the LIBOR Determination Date with respect to the Class C Shares, initially March 1, 2010, and thereafter will be two Business Days prior to each Dividend Date occurring thereafter.

“MERGER EFFECTIVE DATE” means the effective date of the merger of Fortis, Inc., a Nevada corporation, with and into the Corporation, as defined in the Agreement and Plan of Merger, to be entered into by Fortis, Inc. and the Corporation.

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“MINIMUM NET WORTH AMOUNT” initially means $1.6 billion. The Minimum Net Worth Amount will be increased by the proceeds paid to the Corporation in consideration for the issuance and sale of additional Class C Shares or Class B Shares or any of its preferred stock ranking pari passu with or senior to the Class C Shares or Class B Shares with respect to the payment of dividends or amounts payable upon liquidation. The Minimum Net Worth Amount will be reduced by the amounts paid to purchase or redeem any Class C Shares or Class B Shares or any of its preferred stock ranking pari passu with or senior to the Class C Shares or the Class B Shares, but only by an amount equal to the liquidation preference of such shares. The net worth of the Corporation will be determined in accordance with US GAAP.

“1940 ACT” means the U.S. Investment Company Act of 1940, as amended.

“OUTSTANDING”, when used with reference to shares of stock, means issued shares, excluding shares held by the Corporation or a subsidiary.

“PARTNERSHIP II” means Fortis (US) Funding Partners II LP, a Delaware limited partnership.

“PARTNERSHIP TAX EVENT” means any one of the following: (i) Trust II or Partnership II becoming subject to more than a de minimis amount of taxes or similar assessments; (ii) RegCaPS II Payments are not effectively deductible in computing the taxable income of Fortis Insurance for Dutch corporate income tax purposes; (iii) Dividends received by Partnership II are included in the taxable income of Fortis Insurance for Dutch income tax purposes; or (iv) RegCaPS II Payments are subject to withholding tax in The Netherlands.

“PERSON” means any individual, corporation, association, partnership (general or limited), joint venture, trust, estate, limited liability company, or other legal entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“PREFERRED STOCK” means the 19,160 shares of Series B Preferred Stock of the Corporation to be issued on the Merger Effective Date and the 5,000 shares of Series C Preferred Stock of the Corporation to be issued on the Merger Effective Date.

“QIB” means a qualified institutional buyer within the meaning of Rule 144A under the Securities Act.

“REGCAPS II” means the regulatory capital partnership securities of Partnership II.

“REGCAPS II PAYMENT DATE” means the 1st day of March and September in each year (or the next Business Day if such Day is not a Business Day) commencing September 1, 2000 with respect to the RegCaPS II Payments (as defined below).

“REGCAPS II PAYMENT PERIOD” means a period from and including the date of the original issuance of the RegCaPS II in the case of the first RegCaPS II Payment Period or, in all other cases, a RegCaPS II Payment Date with respect to the RegCaPS II to but excluding the next succeeding RegCaPS II Payment Date for the RegCaPS II.

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“REGCAPS II PAYMENTS” means cash distributions to the holders of the RegCaPS II from Partnership II with respect to any applicable RegCaPS II Payment Period and payable on an applicable RegCaPS II Payment Date.

“SECURITIES ACT” means the U.S. Securities Act of 1933, as amended.

“SECURITIES EXCHANGE ACT” means the U.S. Securities Exchange Act of 1934, as amended.

“SERIES B PREFERRED STOCK” means the Series B Preferred Stock of the Corporation, liquidation preference $1,000 per share.

“SERIES C PREFERRED STOCK” means the Series C Preferred Stock of the Corporation, liquidation preference $1,000 per share.

“SIX-MONTH LIBOR” means with respect to any LIBOR Determination Date, a rate determined on the basis of the offered rates for six-month United States dollar deposits of not less than a principal amount equal to that which is representative for a single transaction in such market at such time, commencing on the second Business Day immediately following such LIBOR Determination Date, which appears on US LIBOR Telerate Page 3750 (or a successor page) as of approximately 11:00 a.m., London time, on such LIBOR Determination Date.

If on any LIBOR Determination Date no rate appears on US LIBOR Telerate Page 3750 (or a successor page) as of approximately 11:00 a.m., London time, the Paying Agent shall on such LIBOR Determination Date request the four major reference banks in the London interbank market selected by the Paying Agent to provide the Paying Agent with a quotation of the rate at which six-month deposits in United States dollars, commencing on the second Business Day immediately following such LIBOR Determination Date, are offered by it to prime banks in the London interbank market as of approximately 11:00 a.m., London time, on such LIBOR Determination Date and in a principal amount equal to that which is representative for a single transaction in such market at such time. If at least two such quotations are provided, Six-Month LIBOR for such LIBOR Determination Date will be the arithmetic mean of such quotations as calculated by the Paying Agent. If fewer than two quotations are provided, Six-Month LIBOR for such LIBOR Determination Date will be the arithmetic mean of the rates quoted as of approximately 11:00 a. m., London time, on such LIBOR Determination Date by three major banks in the London interbank market selected by the Paying Agent for loans in United States dollars to leading European banks, having a six-month maturity commencing on the second Business Day immediately following such LIBOR Determination Date and in a principal amount equal to that which is representative for a single transaction in such market at such time; provided, however, that, if the banks selected as aforesaid by the Paying Agent are not quoting as mentioned in this sentence, Six-Month LIBOR for such LIBOR Determination Date will be Six-Month LIBOR determined with respect to (i) the immediately preceding Dividend Period for purposes of the Class C Shares and (ii) the immediately preceding RegCaPS II Payment Period for purposes of the RegCaPS II.

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“SPECIAL INDEPENDENT DIRECTORS” means the independent directors of the Corporation elected by the holders of the Class C Shares upon the failure of the Corporation to pay Dividends for five consecutive Dividend Periods.

“TRANSFER AGENT” means the transfer agent with respect to the Class C Shares which shall initially be the Corporation.

“TRUST II” means Fortis (US) RegCaPS Funding Trust II, a Delaware statutory business trust.

“TRUST CAPITAL SECURITIES II” means the 400,000 trust capital securities, liquidation preference US$1,000 each, representing undivided beneficial ownership interests in Trust II.

“TRUST SECURITIES II” means the Trust Capital Securities II, together with the Trust Common Securities II, liquidation preference US$100 each, representing undivided beneficial ownership interests in Trust II.

“US GAAP” means the generally accepted accounting principles in the United States.

ARTICLE 2 NUMBER AND DESIGNATION

SECTION 2.01 Number and Designation. The Class C Common Stock of the Corporation shall consist of 400,001 shares of Class C Common Stock, par value $0.01 per share, of the Corporation and shall be designated as CLASS C COMMON STOCK (the “CLASS C SHARES”). The Class C Shares shall have a liquidation preference of one thousand dollars ($1,000) per share.

ARTICLE 3 RANK

SECTION 3.01 Rank. (a) The Class C Shares shall, only with respect to payments of dividends at the Class C Share Indicative Rate (as defined below) and with respect to the payment of the Class C Share Liquidation Amount upon the liquidation, dissolution and winding up of the Corporation, rank senior to all of the Common Shares. In all other respects, the Class C Shares shall rank pari passu with the Common Shares and participate equally with the Common Shares with respect to dividends and other distributions paid by the Corporation and with respect to any amounts payable upon its liquidation, dissolution or winding up. The Class C Shares will rank junior in all respects to any indebtedness of the Corporation, and to the Preferred Stock. The Class C Shares shall rank pari passu with the Class B Shares for all purposes. All securities of the Corporation to which the Class C Shares ranks prior (whether with respect to dividends or upon liquidation, dissolution, winding up or otherwise), including the Common Shares, are collectively referred to herein as the “JUNIOR SHARES”. The definition of Junior Shares shall also include any rights or options exercisable for or convertible into any of the Junior Shares.

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(b) Without prior consent of the holders of not less than a majority of the outstanding Class C Shares, the Corporation shall not issue any class or series of equity securities whose terms provide that such securities rank senior or pari passu with the Class C Shares with respect to the rights to receive dividends and other distributions or with respect to any amounts payable upon liquidation, dissolution or winding up. If the Corporation has paid in full the lesser of (i) each of its last four Dividends in full at the Class C Share Indicative Rate on their respective Dividend Payment Dates or (ii) prior to the fourth scheduled Dividend Payment Date, all Dividends that could have been paid on the Class C Shares, the Corporation may issue an unlimited amount of additional Class C Shares and other equity securities ranking pari passu with the Class C Shares without the consent of the holders of the Class C Shares.

ARTICLE 4 DIVIDENDS

SECTION 4.01 Rate; Dividend Date. (a) Each Class C Share shall be entitled to receive cash Dividends on a non-cumulative basis, when, as and if declared by the Board of Directors, out of funds legally available for the payment of dividends on each Dividend Date commencing March 1, 2004. The Corporation expects that the Dividend will be declared initially at a rate at least equal to a fixed rate of 7.68% of the stated liquidation preference of $1,000 per Class C Share and after March 1, 2010, at a variable rate of Six-Month LIBOR plus 1.25%, reset semiannually (the “CLASS C SHARE INDICATIVE RATE”). The amount of Dividends will be computed on the basis of a 365- or 366-day year, as the case may be, and the actual number of days in such Dividend Period divided by 365 or 366, as the case may be. When Dividends are paid on the Class C Shares at less than the Class C Share Indicative Rate, all Dividends declared on the Class C Shares will be paid pro rata.

(b) The Paying Agent will calculate Six-Month LIBOR as of each LIBOR Determination Date and shall make such rate calculation available to holders of Class C Shares. The Paying Agent also shall determine the Dividends payable on each Dividend Date and give notice thereof (including the applicable rate, amount, the applicable period and payment) to the holders of Class C Shares. The notices set forth in this paragraph shall be sent by first class mail to the address of each holder of Class C Shares as it appears on the register kept by the Registrar and shall be available at the offices of the Paying Agent.

SECTION 4.02 Dividend Restrictions. (a) No cash dividend or other distribution may be declared or paid or set apart for payment on any Junior Shares and neither the Corporation nor any of its Affiliates may purchase or redeem for cash any outstanding Junior Shares, unless:

(i) full Dividends have been declared and paid or set apart for payment on the Class C Shares in an amount at least equal to the greater of (A) the Dividends payable during such Dividend Period at the Class C Share Indicative Rate or (B) the dividends paid by the Corporation on the Corresponding Number of Junior Shares (as defined below) during such Dividend Period (treating any cash payment in connection with a purchase or redemption of Junior Shares by the Corporation as a cash dividend);

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(ii) Partnership II has paid the full amount of RegCaPS II Payments for the current RegCaPS II Payment Period; and

(iii) such repurchase or redemption does not cause the net worth of the Corporation to be less than the Minimum Net Worth Amount.

(b) (i) If a Dividend is paid on the Class C Shares during any Dividend Period at a rate less than the Class C Share Indicative Rate, the Corporation may not make any dividend payments on the Junior Shares and may only make dividend payments on its other securities that rank pari passu with the Class C Shares, if any, in the same proportion as the partial Dividend paid on the Class C Shares for the current Dividend Period bears to the full Dividend payment determined for such Dividend Period at the Class C Share Indicative Rate.

(ii) For so long as the RegCaPS II are outstanding, if a partial RegCaPS II Payment is made for any RegCaPS II Payment Period, the Corporation may not make any dividend payments on its Junior Shares and may only make dividend payments on its other securities that rank pari passu with the Class C Shares in the same proportion as the lesser of (i) the proportion the partial RegCaPS II Payment made for the current RegCaPS II Payment Period bears to the RegCaPS II Payment determined for such RegCaPS II Payment Period and (ii) the proportion the partial Dividend paid on the Class C Shares for the corresponding Dividend Period bears to the Dividend payment determined for such Dividend Period at the Class C Share Indicative Rate.

Additionally, for so long as the Trust Capital Securities II, RegCaPS II or Class C Shares are outstanding, all shares of common or preferred stock issued by majority-owned subsidiaries of the Corporation which shares are not beneficially owned by the Corporation or its wholly-owned subsidiaries will be subject to the restrictions set forth above on the payment of dividends and other payments.

(c) The various payment restrictions and obligations described in Section 4.02 above and applicable in respect of any Dividend Period or RegCaPS II Payment Period in which a Dividend on the Class C Shares is not paid in any amount at least equal to the Class C Share Indicative Rate or the full amount of RegCaPS II Payments is not paid shall apply, mutatis mutandis, to the extent that any Gross-Up Payment (as defined below) to Qualified Investors (as defined below) is not declared and paid or set apart for payment as and when due in respect of a fiscal year, provided that such payment restrictions and obligations will remain in effect, not only during the current Dividend Period or RegCaPS II Payment Period, but until such Gross-Up Payment is declared and paid or set apart for payment.

(d) For purposes of determining whether the Dividends paid or set apart for payment on the Class C Shares for a Dividend Period are sufficient to permit a cash dividend or other distribution on the Junior Shares or a purchase or redemption of Junior Shares for cash, each Class C Share will correspond to a specific number of Junior Shares (the “CORRESPONDING NUMBER OF JUNIOR SHARES”). The initial Corresponding Number of Junior Shares will be 2.2996

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Common Shares, which the Board of Directors has determined reflects the fair value of a single Class C Share relative to the fair value of a single Junior Share, and will be subject to adjustment if the Corporation (A) pays all or a portion of a dividend or other distribution with respect to any class of Junior Shares by issuing additional Junior Shares, (B) subdivides or splits the outstanding shares of any class of its Junior Shares into a larger number of shares, (C) combines the outstanding shares of any class of its Junior Shares into a smaller number of shares or (D) issues by reclassification of the shares of any class of its Junior Shares any shares of any other class of Junior Shares. In any such event, the Corresponding Number of Junior Shares will be multiplied by a fraction, the numerator of which is the number of Junior Shares outstanding immediately after such event and the denominator of which is the number of Junior Shares outstanding immediately before such event. If, as a result of such event, any class of Junior Shares other than Common Shares is outstanding, the number of such other Junior Shares equivalent to one Common Share shall be determined by the Board of Directors in good faith for purposes of making the foregoing adjustment to the Corresponding Number of Junior Shares.

(e) The Corporation intends that the holders of the RegCaPS II and the Trust Capital Securities II shall be third party beneficiaries of, and entitled to enforce, the provisions of this Section 4.02, as if such provisions constituted a contract between the Corporation and the holders of the Class C Shares, and the holders of the RegCaPS II and the Trust Capital Securities II were third-party beneficiaries to such contract.

SECTION 4.03 Issuance, Purchase and Redemption of Junior Shares. Other than in the circumstances described in Section 4.02 above, the Corporation shall not issue any Junior Shares or purchase or redeem any outstanding Junior Shares unless, prior to such issuance, purchase or redemption, the Board of Directors determines in good faith that the terms of such issuance, purchase or redemption reflect the fair value of the Junior Shares to be issued, purchased or redeemed. In addition, the Corporation will not purchase or redeem any Junior Shares if such purchase or redemption would cause the net worth of the Corporation (determined in accordance with US GAAP), as of the last day of the most recently ended fiscal quarter and after giving affect to such purchase or redemption, to be less than the Minimum Net Worth Amount.

SECTION 4.04 Payment of Dividends. Dividends and other payments on the Class C Shares will be payable to the holders thereof as they appear on the books and records of the Corporation on the relevant record dates, which will be one Business Day prior to the relevant Dividend Date or other payment date. Such Dividends will be paid through the Paying Agent who will hold amounts received from the Corporation in respect of the Class C Shares for the benefit of the holders of the Class C Shares. In the event that any Class C Shares do not remain in book-entry only form, the relevant record dates shall be the 15th day of the month of the relevant Dividend Date or other payment date. In the event that any Dividend Date is not a Business Day, payment of the Dividends payable on such date will be made on the next succeeding day which is a Business Day (without any interest or other payment in respect of the dividends subject to such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. If a Dividend is not paid in full on the applicable Dividend Date, notice of the failure to pay such Dividend will be sent to each holder of Class C Shares by first-class mail to such holder’s address as shown in the register kept by the Registrar.

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SECTION 4.05 Intentionally Omitted.

SECTION 4.06 Earnings and Profits Gross-up Payments. (a) To the extent that dividends paid with respect to the Class C Shares or Common Shares exceed the Corporation’s earnings and profits as calculated for U.S. federal income tax purposes, they will not constitute dividends for U.S. federal income tax purposes and will not qualify for the dividends-received deduction. In such event, additional distributions will be made by the Corporation to place each holder of the Class C Shares in the same position it would have been in if all dividends from the Corporation were paid from such earnings and profits, assuming for these purposes that such holder was eligible for the dividends-received deduction.

(b) If any Dividend on the Class C Shares with respect to any fiscal year (including any Gross-Up Payment (as defined below)) constitutes, in whole or in part, a return of capital (or is treated as gain from the sale or exchange of the Class C Shares) (a “QUALIFYING DIVIDEND”), the Corporation will pay (if declared), within 180 days after the end of such fiscal year, out of funds legally available therefor, an amount equal to the aggregate Gross-Up Payments to Qualified Investors (as defined below) with respect to all Qualifying Dividends on the Class C Shares during such fiscal year. A “QUALIFIED INVESTOR” with respect to a Qualifying Dividend during a fiscal year means a person who was entitled to receive such Qualifying Dividend.

(c) A “GROSS-UP PAYMENT” to a Qualified Investor with respect to all Qualifying Dividends during a fiscal year means an additional Dividend on the Class C Shares to a Qualifying Investor in an amount which, when taken together with the aggregate Qualifying Dividends paid to such Qualified Investor during such fiscal year, would cause such Qualified Investor’s net yield in dollars (after U.S. federal income tax consequences and treating, for purposes of calculating net yield in dollars, the sum of that portion of the Qualifying Dividends and the Gross-Up Payment otherwise treated as a return of capital as capital gain recognized upon the taxable sale or exchange of Class C Shares) from the aggregate of both the Qualifying Dividends and the Gross-Up Payment to be equal to the net yield in dollars (after U.S. federal income tax consequences) which would have been received by such Qualified Investor if the entire amount of the aggregate Qualifying Dividends had instead been treated as a dividend for U.S. federal income tax purposes. Such Gross-Up Payment shall be calculated using the applicable maximum marginal U.S. federal corporate income tax rate applicable to ordinary income and capital gains, as the case may be, and, where applicable, the dividends-received deduction, as specified in Section 243(a)(i) of the Code or any successor provision, without consideration being given to the time value of money, the U.S. federal income tax situation of any specific Qualified Investor, or any state or local tax consequences that may arise. The Corporation shall make a determination, based upon the reasonably estimated earnings and profits of that portion, if any, of a Qualifying Dividend for a fiscal year that will be treated as dividend for U.S. federal income tax purposes, and such determination shall be final and binding for purposes of calculating the amount of the Gross-Up Payments with respect to all Qualifying Dividends for such fiscal year.

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ARTICLE 5 LIQUIDATION PREFERENCE

SECTION 5.01 Liquidation Preference. (a) In the event of any voluntary or involuntary dissolution, liquidation or winding up of the Corporation, after payment or provision for the liabilities of the Corporation and the expenses of such dissolution, liquidation or winding up, the holders of the outstanding Class C Shares will be entitled to receive out of the assets of the Corporation or proceeds thereof available for distribution to holders of Class C Shares, before any payment or distribution of assets is made to holders of the Common Shares or any other Junior Shares, the Class C Share Liquidation Amount. If the assets of the Corporation available for distribution in such event are insufficient to pay in full the aggregate amount payable to holders of the Class C Shares and holders of all other classes or series of equity securities of the Corporation, if any, ranking, as to the distribution of assets upon dissolution, liquidation or winding up of the Corporation, on a parity with the Class C Shares, the assets will be distributed to the holders of Class C Shares and holders of such other equity interests pro rata, based on the full respective preferential amounts to which they are entitled. After payment of the full amount of the distribution of assets upon dissolution, liquidation or winding up of the Corporation to which they are entitled, the holders of Class C Shares will not be entitled to any further participation in any distribution of assets by the Corporation.

(b) Notwithstanding Section 5.01(a) above, holders of Class C Shares will not be entitled to be paid any amount in respect of a dissolution, liquidation or winding up of the Corporation until holders of any classes or series of securities of the Corporation ranking, as to the distribution of assets upon dissolution, liquidation or winding up of the Corporation, prior to the Class C Shares have been paid all amounts to which such classes or series are entitled. At the time of issuance of the Class C Shares, no class or series of securities of the Corporation ranking prior to the Class C Shares with respect to the distribution of assets upon dissolution, liquidation or winding up of the Corporation exists other than the Series B Preferred Stock and Series C Preferred Stock.

(c) Notwithstanding anything else in this Schedule 4, neither the sale, lease or exchange (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Corporation, nor the merger, consolidation or combination of the Corporation into or with any other person or the merger, consolidation or combination of any other. person into or with the Corporation, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes of this Section 5.01.

ARTICLE 6 REDEMPTION

SECTION 6.01 Optional Redemption. (a) The Class C Shares will not be subject to mandatory redemption at any time. Prior to March 1, 2030, Class C Shares will not be subject to optional redemption. On or after March 1, 2030, Class C Shares may be redeemed at the option of the Corporation at any time, in whole but not in part, at their fair market value (the “REDEMPTION AMOUNT”) as determined by a nationally recognized investment bank retained by

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the Corporation, based on the amount that would have been payable with respect to such Class C Share if the Corporation were liquidated as of the applicable redemption date and, immediately prior to such liquidation, such Class C Share were converted into the Corresponding Number of Junior Shares.

SECTION 6.02 Procedure for Redemption. (a) Notice of any redemption of the Class C Shares (a “REDEMPTION NOTICE”) will be given by the Corporation by mail to each holder of Class C Shares not fewer than 30 nor more than 60 days before the date fixed for redemption. For purposes of the calculation of the date of redemption and the dates on which notices are given pursuant to this Section 6.02(a), a Redemption Notice shall be deemed to be given on the day such notice is first mailed, by first-class mail, postage prepaid, to holders of the Class C Shares. Each Redemption Notice shall be addressed to the holders of Class C Shares at the address of each such holder appearing in the books and records of the Corporation. No defect in the Redemption Notice or in the mailing thereof with respect to any holder of Class C Shares shall affect the validity of the redemption proceedings with respect to any other holder of Class C Shares.

(b) If the Corporation gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon, New York City time, on the redemption date, the Corporation (A) if the Class C Shares are in book-entry form with the Depositary Trust Company (“DTC”), will deposit irrevocably with DTC funds sufficient to pay the applicable Redemption Amount and will give DTC irrevocable instructions and authority to pay the Redemption Amount in respect of the Class C Shares held through DTC in global form or (B) if the Class C Shares are held in certificated form (each such certificate a “Class C Share Certificate”), will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Amount of any such Class C Shares and will give to the Paying Agent irrevocable instructions and authority to pay such amounts to the holders of Class C Shares, upon surrender of their certificates, by delivery of check, mailed to the address of the relevant holder appearing on the books and records of the Corporation on the redemption date. For these purposes, the applicable Redemption Amount shall not include Dividends which are being paid to holders of Class C Shares who were holders of Class C Shares on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close of business on the date of such deposit or payment, all rights of holders of Class C Shares so called for redemption will cease, except the right of the holders of Class C Shares to receive the Redemption Amount, but without interest on such Redemption Amount, and from and after the date fixed for redemption, such Class C Shares will not receive dividends or bear interest.

(c) In the event that any date fixed for redemption of Class C Shares is not a Business Day, then payment of the Redemption Amount payable on such date will be made on the next succeeding Business Day (and without any interest in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemption. In the event that payment of the Redemption Amount is improperly withheld or refused and not paid by the Corporation, Dividends on the Class C Shares called for redemption will continue to be payable in accordance with the terms hereof from the original redemption date until the Redemption Amount is actually paid.

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(d) The Corporation shall not be required to register or cause to be registered the transfer of any Class C Shares which have been called for redemption.

(e) Except as provided in Article 10, the Class C Shares which have been issued and reacquired in any manner, including shares purchased or redeemed, shall (upon compliance with any applicable provisions of the laws of the State of Delaware) have the status of authorized and unissued Class C Shares and may be reissued.

ARTICLE 7 VOTING RIGHTS

SECTION 7.01 Voting Rights. (a) The holders of the Class C Shares will be entitled to one vote per share and will be entitled to vote with the Common Shares as a single class on all matters submitted to a vote of the Common Shares (other than those matters affecting only the Common Shares). Except as provided in Article 10, prior to transferring ownership of any Class C Shares to a transferee other than Partnership II or Trust II, such Class C Shares shall be converted to the same number of shares of a class of stock of the Corporation (the “CONVERSION SHARES”) having rights, preferences and privileges substantially identical to the Class C Shares except that the Conversion Shares will be entitled to no voting rights other than as required by law and other than with respect to adverse amendments to the terms of the Conversion Shares and the issuance of equity securities that rank senior to or pari passu with the Conversion Shares with respect to the payment of dividends or amounts upon liquidation.

(b) The holders of the Class C Shares and the Conversion Shares will be entitled to vote separately as a single class on the matters described in this paragraph. The consent of the holders of not less than a majority of the outstanding Class C Shares and Conversion Shares, voting as a single class, is required (i) to amend, alter, supplement or repeal the terms of the Class C Shares and the Conversion Shares (it being a condition to any such amendment, alteration, supplement or repeal that it have a substantially identical effect on the rights, preferences and privileges of both the Class C Shares and the Conversion Shares), or (ii) if the Corporation has not paid in full the lesser of (A) each of the last four Dividends on their respective Dividend Payment Dates or (B) prior to the fourth scheduled Dividend Payment Date, all Dividends that could have been paid on the Class C Shares and the Conversion Shares, for the Corporation to issue, or to increase the authorized amount of, the Class C Shares or the Conversion Shares or any other equity securities that rank pari passu with or senior to the Class C Shares and the Conversion Shares. Further, if the Corporation has paid in full the lesser of (A) each of the last four Dividends at the Class C Share Indicative Rate on their respective Dividend Payment Dates or (B) prior to the fourth scheduled Dividend Payment Date, all Dividends that could have been paid on the Class C Shares and the Conversion Shares, the Corporation may issue an unlimited amount of additional Class C Shares and the Conversion Shares and other equity securities that rank pari passu with the Class C Shares and the Conversion Shares without the consent of the holders of the Class C Shares or the Conversion Shares.

(c) Whenever Dividends on the Class C Shares and the Conversion Shares are in arrears for five or more consecutive Dividend Periods, the holders of Class C Shares and the Conversion Shares, voting as a single class, will be entitled, subject to any necessary regulatory

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actions, to elect two Special Independent Directors to the Board of Directors, subject to any necessary regulatory actions, at a special meeting called by the holders of record of at least 25% of the Class C Shares and the Conversion Shares in the aggregate. The Special Independent Directors shall vacate office if Dividends are resumed and are paid regularly for at least two consecutive Dividend Periods.

(d) Notwithstanding the foregoing, the Corporation shall have the right, without the prior consent of the holders of Class C Shares, to amend, alter, supplement or repeal any terms of the Class C Shares (i) to cure any ambiguity, or to cure, correct or supplement any defective provision thereof or (ii) to make any other provision with respect to matters or questions arising with respect to the Class C Shares that is not inconsistent with the provisions thereof so long as such action does not materially and adversely affect any of the rights, preferences and privileges of the holders of Class C Shares; provided however, that any increase in the amount of authorized or issued Class C Shares will be deemed not to materially and adversely affect any of the rights, preferences and privileges of the holders of Class C Shares.

(e) The consent or votes required in Section 7.01(b) and (c) above shall be in addition to any approval of stockholders of the Corporation which may be required by law or pursuant to any provision of the Corporation’s Certificate of Incorporation or By-Laws, which approval shall be obtained by vote of the stockholders of the Corporation in the manner provided in Section 7.01(a) above.

SECTION 7.02 No Affiliate Voting. Notwithstanding that holders of Class C Shares are entitled to vote or consent under any of the circumstances described above, any of the Class C Shares at such time that are beneficially owned by the Corporation or by any entity directly or indirectly controlling, controlled by, or under direct or indirect common control with, the Corporation shall not be entitled to vote or consent and shall, for purposes of such vote or consent, be treated as if they were not outstanding; provided, however, that persons (other than Affiliates of the Corporation) to whom the Corporation or any of its subsidiaries have pledged Class C Shares may vote or consent with respect to such pledged Class C Shares pursuant to the terms of such pledge; provided, further, that any Class C Shares held in the trust may be voted in accordance with this Certificate; provided that any Class C Shares held by Partnership II or Trust II may be voted in accordance with the terms of the Class C Shares by Trust II or Partnership II, respectively.

ARTICLE 8 MERGER, CONSOLIDATION OR AMALGAMATION OF THE CORPOR ATION

SECTION 8.01 Merger, Consolidation or Amalgamation of the Corporation. The Corporation may not consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to, any corporation or other entity, except as described below. The Corporation may, with the consent of at least one of the Special Independent Directors, if any, on the Board of Directors at the time the issue is considered and without the consent of the holders of the Class C Shares, consolidate, amalgamate, merge with or into, or be replaced by a corporation organized as such under the laws of any State of the United States; provided, that:

(a) if the Corporation is not the survivor, such successor entity either (x) expressly assumes all of the obligations of the Corporation under the Class C Shares or (y) substitutes securities for the Class C Shares (the “SUCCESSOR SECURITIES”), so long as the Successor Securities rank the same as the Class C Shares rank with respect to Dividends and other payments thereon;

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(b) such merger, consolidation, amalgamation or replacement does not adversely affect any of the rights, preferences and privileges of the holders of the Class C shares (including any Successor Securities) in any material respect;

(c) prior to such merger, consolidation, amalgamation or replacement, the Corporation has received an opinion of a nationally recognized law firm experienced in such matters to the effect that: (i) such merger, consolidation, amalgamation or replacement will not adversely affect any of the rights, preferences and privileges of the holders of the Class C Shares (including any Successor Securities) in any material respect and (ii) following such merger, consolidation, amalgamation or replacement, the Corporation (or such successor entity) will not be required to register under the 1940 Act; and

(d) distributions with respect to the Successor Securities would be eligible for the dividends-received deduction.

ARTICLE 9 TRANSFER OF CLASS C SHARES

SECTION 9.01 General. The Corporation shall provide for the registration of Class C Share Certificates and for transfers of Class C Share Certificates. Upon surrender for registration of transfer of any Class C Share Certificate, the Corporation shall cause one or more new Class C Share Certificates to be issued in the name of the designated transferee or transferees. Every Class C Share Certificate surrendered for registration of transfer shall be accompanied by a written instrument of transfer in form satisfactory to the Corporation duly executed by the holder of such Class C Shares or his or her attorney duly authorized in writing. Each Class C Share Certificate surrendered for registration of transfer shall be cancelled by the Corporation. A transferee of a Class C Share Certificate shall be entitled to the rights and subject to the obligations of a holder of Class C Shares hereunder upon the receipt by the transferee of a Class C Share Certificate, which receipt shall be deemed to constitute a request by such transferee that the books and records of the Corporation reflect such transferee as a holder of Class C Shares.

SECTION 9.02 Definitive Certificates. Unless and until the Corporation issues a global Class C Share Certificate pursuant to Section 9.03(a) the Corporation shall only issue definitive Class C Share Certificates to the holders of Class C Shares. The Corporation may treat the Person in whose name any Class C Share Certificate shall be registered on the books and records of the Corporation as the sole holder of such Class C Share Certificate and of the Class C Shares represented by such Class C Share Certificate for purposes of receiving Dividends and for all other purposes whatsoever (including without limitation, tax returns and information reports) and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such Class C Share Certificate or in the Class C Shares represented by such Class C Share Certificate on the part of any other Person, whether or not the Corporation shall have actual or other notice thereof

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SECTION 9.03 Book Entry Provisions.

(a) General. The provisions of this Section 9.03(a) shall apply only in the event that the Class C Shares are distributed to the holders of RegCaPS II or Trust Securities II in connection with the involuntary or voluntary dissolution, winding up or liquidation of Partnership II or of Trust II. Upon the occurrence of such event, a global Class C Share Certificate representing the Book-Entry Interests shall be delivered to DTC, the initial Clearing Agency, by, or on behalf of the Corporation and any previously issued and still outstanding definitive Class C Share Certificates shall be of no further force and effect. The global Class C Share Certificate shall initially be registered on the books and records of the Corporation in the name of Cede & Co., the nominee of DTC, and no holder of Class C Shares will receive a new definitive Class C Share Certificate representing such holder’s interests in such Class C Share Certificate, except as provided in Section 9.03(c). In connection with the involuntary or voluntary dissolution, winding up or liquidation of Partnership II and of Trust II, Cede & Co., the nominee of DTC, shall automatically be deemed to be the holder of all of the Class C Shares. Unless and until new definitive, fully registered Class C Share Certificates (the “DEFINITIVE CLASS C SHARE CERTIFICATES”) have been issued to the holders of Class C Shares pursuant to Section 9.03(c):

(i) The provisions of this Section shall be in full force and effect;

(ii) The Corporation shall be entitled to deal with the Clearing Agency for all purposes of this Certificate (including the payment of Dividends, Redemption Amounts and liquidation proceeds on the Class C Share Certificates and receiving approvals, votes or consents hereunder) as the sole holder of the Class C Share Certificates and shall have no obligation to the holders of Class C Shares;

(iii) None of the Corporation, the Board of Directors, or any Special Independent Director or any agents of any of the foregoing shall have any liability or responsibility for any aspect of the records relating to or Dividends made on account of beneficial ownership interests in a global Class C Share Certificate for such beneficial ownership interests or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests; and

(iv) Except as provided in Section 9.03(c) below, the holders of Class C Shares will not be entitled to receive physical delivery of the Class C Shares in definitive form and will not be considered holders thereof for any purpose under this Certificate of Designations, and no global Class C Share Certificate representing Class C Shares shall be exchangeable, except for another global Class C Share Certificate of like denomination and tenor to be registered in the name of DTC or Cede & Co., or to a successor Depositary or its nominee. Accordingly, each holder of Class C Shares must rely on the procedures of DTC or if such person is not a Participant, on the procedures of the Participant through which such person owns its interest to exercise any rights of a holder under this Certificate of Designations.

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(b) Notices to Clearing Agency. Whenever a notice or other communication to the holders of Class C Shares is required under the Partnership Agreement, unless and until definitive Class C Share Certificates shall have been issued to the holders of Class C Shares pursuant to Section 9.03(c) the Corporation shall give all such notices and communications specified herein to be given to the holders of Class C Shares to the Clearing Agency, and shall have no obligations to the holders of Class C Shares.

(c) Definitive Class C Share Certificates. Definitive Class C Share Certificates shall be prepared by the Corporation and exchangeable for the global Class C Share Certificate or Certificates if and only if (i) the Depositary notifies the Corporation that it is unwilling or unable to continue its services as a securities Depositary and no successor Depositary shall have been appointed, (ii) the Depositary, at any time, ceases to be a Clearing Agency registered under the Exchange Act at such time as the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed, or (iii) the Corporation, in its sole discretion, determines that such global Class C Share Certificate shall be so exchangeable. Upon surrender of the global Class C Share Certificate or Certificates representing the Book-Entry Interests by the Clearing Agency, accompanied by registration instructions, the Corporation shall cause definitive Class C Share Certificates to be delivered to holders of Class C Shares in accordance with the instructions of the Clearing Agency. The Corporation shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. The definitive Class C Share Certificates shall be printed, lithographed or engraved or may be produced in any other manner as may be required by any national securities exchange on which Class C Shares may be listed and is reasonably acceptable to the Corporation, as evidenced by its execution thereof.

SECTION 9.04 Registrar, Transfer Agent and Paying Agent.

(a) The Corporation will act as Registrar, Transfer Agent and Paying Agent for the Class C Shares for so long as the Class C Shares are held by Partnership II or, if Partnership II is liquidated in connection with a Partnership Tax Event, for so long as the Class C Shares remain in book-entry only form.

(b) Except in such case where the Corporation shall act as Registrar or Paying Agent pursuant to Section 9.04(a) hereof, the Corporation shall maintain in the Borough of Manhattan, City of New York, State of New York (i) an office or agency where Class C Shares may be presented for registration of transfer or for exchange (“REGISTRAR”) and (ii) an office or agency where Class C Shares may be presented for payment (“PAYING AGENT”). The Registrar shall keep a register of the Class C Shares and of their transfer and exchange. The Corporation may appoint the Registrar and the Paying Agent and may appoint one or more co-registrars and one or more additional paying agents in such other locations as it shall determine. The term “PAYING AGENT” includes any additional paying agent. The Corporation may change any Paying Agent, Registrar or co-registrar without prior notice to any holder. If the Corporation fails to appoint or maintain another entity as Registrar or Paying Agent, the Corporation shall act as such.

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(c) Registration of transfers of Class C Shares shall be effected without charge by or on behalf of the Corporation, but upon payment (with the giving of such indemnity as the Corporation may require) in respect of any tax or other governmental charges that may be imposed.

SECTION 9.05 Transfer Restrictions. The Class C Shares may only be transferred (i) to QIBs and (ii) to IAIs who, if they are not QIBs, prior to such transfer, furnish to the Corporation or the Transfer Agent a signed letter containing certain representations and agreements relating to restrictions on transfer by such IAI. The foregoing restriction may be waived if the Corporation, in its sole discretion, determines such restrictions are no longer necessary to preserve the Corporation’s exemptions from registration requirements under the Securities Act, the Securities Exchange Act and the 1940 Act. Any purported purchase or transfer of the Class C Shares in violation of such restrictions will be null and void. Furthermore the Corporation may also require the sale of Class C Shares held by holders who fail to comply with the foregoing.

ARTICLE 10 CONVERSION OF CLASS C SHARES

SECTION 10.01 Conversion of Class C Shares. Upon closing of the Initial Public Offering, each issued and outstanding Class C Share shall convert automatically (without any action required on the part of the holder) into a number of Common Shares equal to the amount provided in clause (i) of the definition of Class C Share Liquidation Amount divided by the IPO Price. The Class C Shares which have been converted shall be retired and become authorized but unissued shares of Class C Common Stock, but such shares may not be reissued.

ARTICLE 11 GENERAL PROVISIONS

SECTION 11.01 General Provisions. The headings of the paragraphs, subparagraphs, clauses and subclauses of this Certificate of Designations are for convenience of reference only and shall not define, limit or affect any of the provisions hereof.

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Exhibit 3.2

AMENDED AND RESTATED

BY-LAWS

OF

ASSURANT, INC.

ARTICLE I.

STOCKHOLDERS

Section 1. The annual meeting of the stockholders of the corporation for the purpose of electing directors and for the transaction of such other business as may properly be brought before the meeting shall be held on such date, and at such time and place, if any, within or without the State of Delaware as may be designated from time to time by the Board of Directors.

Section 2. Except as otherwise required by law and subject to the rights of the holders of any series of Preferred Stock, the Class B Common Stock or the Class C Common Stock, special meetings of stockholders of the corporation may be called only by the Chief Executive Officer of the corporation or by the Board of Directors pursuant to a resolution approved by the Board of Directors.

Section 3. Except as otherwise provided by law, notice of the time, place, if any, and, in the case of a special meeting, the purpose or purposes of the meeting of stockholders shall be given not earlier than sixty, nor less than ten, days previous thereto, to each stockholder of record entitled to vote at the meeting at such address as appears on the records of the corporation.

Section 4. The holders of a majority in voting power of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by statute or by the Restated Certificate of Incorporation; but if at any meeting of stockholders there shall be less than a quorum present, the stockholders present may adjourn the meeting from time to time without further notice other than announcement at the meeting until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if, after the adjournment, a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 5. The Chairman of the Board, or in the Chairman’s absence or at the Chairman’s direction, the Chief Executive Officer, or in the Chief Executive Officer’s absence or at the Chief Executive Officer’s direction, any officer of the corporation shall call all meetings of the stockholders to order and shall act as Chairman of such meeting. The Secretary of the corporation or, in such officer’s absence, an Assistant Secretary shall act as secretary of the meeting. If neither the Secretary nor an Assistant Secretary is present, the Chairman of the meeting shall appoint a secretary of the meeting. Unless otherwise determined by the Board of Directors prior to the meeting, the Chairman of the meeting shall determine the order of business and shall have the authority in his or her discretion to regulate the conduct of any such meeting, including, without limitation, by imposing restrictions on the persons (other than stockholders of the corporation or their duly appointed proxies) who may attend any such meeting, whether any stockholder or stockholders’ proxy may be excluded from any meeting of stockholders based upon any determination by the Chairman, in his or her sole discretion, that any such person has unduly disrupted or is likely to disrupt the proceedings thereat, and the circumstances in which any person may make a statement or ask questions at any meeting of stockholders.

Section 6. At all meetings of stockholders, any stockholder entitled to vote thereat shall be entitled to vote in person or by proxy, but no proxy shall be voted after three years from its date, unless such proxy provides for a longer period. Without limiting the manner in which a stockholder may authorize another person or persons to act for the stockholder as proxy pursuant to the General Corporation Law of the State of Delaware, the following shall constitute a valid means by which a stockholder may grant such authority: (1) a stockholder may execute a writing authorizing another person or persons to act for the stockholder as proxy, and execution of the writing may be accomplished by the stockholder or the stockholder’s authorized officer, director, employee or agent signing such writing or causing his or her signature to be affixed to such writing by any reasonable means including, but not limited to, by facsimile signature; or (2) a stockholder may authorize another person or persons to act for the stockholder as proxy by transmitting or authorizing the transmission of a telegram, cablegram or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such telegram, cablegram or other means of electronic transmission must either set forth or be submitted with information from which it can be determined that the telegram, cablegram or other means of electronic transmission was authorized by the stockholder. If it is determined that such telegram, cablegram or other means of electronic transmissions are valid, the inspectors or, if there are no such inspectors, such other persons making that determination shall specify the information upon which they relied.

Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to the preceding paragraph of this Section 6 may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

Proxies shall be filed with the Secretary of the meeting prior to or at the commencement of the meeting to which they relate.

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Section 7. When a quorum is present at any meeting, the vote of the holders of a majority in voting power of the stock present in person or represented by proxy and entitled to vote on the matter shall decide any question brought before such meeting, unless the question is one upon which by express provision of the Restated Certificate of Incorporation, these By-Laws, the rules or regulations of any stock exchange applicable to the corporation, or applicable law or pursuant to any regulation applicable to the corporation or its securities, a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 8. In order that the corporation may determine the stockholders (a) entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof or (b) entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date (i) in the case of clause (a) above, shall not be more than sixty nor less than ten days before the date of such meeting and (ii) in the case of clause (b) above, shall not be more than sixty days prior to such action. If for any reason the Board of Directors shall not have fixed a record date for any such purpose, the record date for such purpose shall be determined as provided by law. Only those stockholders of record on the date so fixed or determined shall be entitled to any of the foregoing rights, notwithstanding the transfer of any such stock on the books of the corporation after any such record date so fixed or determined.

Section 9. The officer who has charge of the stock ledger of the corporation shall prepare and make at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, at the principal place of business of the corporation. The list shall also be produced at the time and kept at the place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 10. The corporation, in advance of all meetings of the stockholders, shall appoint one or more inspectors, who may be employees of the corporation or stockholders or their proxies, but not directors of the corporation or candidates for office. In the event that the corporation fails to so appoint inspectors or, in the event that one or more inspectors previously designated by the corporation fails to appear or act at the meeting of stockholders, the Chairman of the meeting may appoint one or more inspectors to fill such vacancy or vacancies. Inspectors appointed to act at any meeting of the stockholders, before entering upon the discharge of their duties, shall be sworn faithfully to execute the duties of inspector with strict impartiality and according to the best of their ability and the oath so taken shall be subscribed by them by statute. Inspectors shall, subject to the power of the Chairman of the meeting to open and close the polls, take charge of the polls, and, after the voting, shall make a certificate of the result of the vote taken.

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Section 11. (A) Annual Meetings of Stockholders. (1) Nominations of persons for election to the Board of Directors of the corporation and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders only (a) pursuant to the corporation’s notice of meeting (or any supplement thereto) delivered pursuant to Article I, Section 3 of these By-Laws, (b) by or at the direction of the Board of Directors or (c) by any stockholder of the corporation who is entitled to vote at the meeting, who complied with the notice procedures set forth in subparagraphs (2) and (3) of this paragraph (A) of this By-Law and who was a stockholder of record at the time such notice is delivered to the Secretary of the corporation.

(2) For nominations or other business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the corporation, and, in the case of business other than nominations, such other business must be a proper matter for stockholder action. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the corporation not less than ninety days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting; provided , however , that in the event that the date of the annual meeting is advanced by more than twenty days, or delayed by more than seventy days, from such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of the ninetieth day prior to such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made; and provided further , that for purposes of the application of Rule 14a-4(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (or any successor provision), the date for notice specified in this paragraph shall be the earlier of the date calculated as hereinbefore provided or the date specified in paragraph (c)(1) of Rule 14a-4. For purposes of the first annual meeting of the stockholders of the corporation held after 2004, the anniversary date shall be deemed to be May 18, 2005.

Such stockholder’s notice shall set forth (a) as to each person whom the stockholder proposes to nominate for election or re-election as a director all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act, including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected; (b) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting (including the text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend the By-Laws of the corporation, the language of the proposed amendment), the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; (c) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the corporation’s books, and of such beneficial owner, (ii) the class and number of shares of the corporation which are owned beneficially and of record by such stockholder and such beneficial owner; (iii) a representation that the stockholder intends to appear in person or by proxy at the meeting to propose such business or nomination; and (iv) a representation whether the stockholder or the beneficial owner, if any, intends or is part of a group which intends (A) to deliver a proxy statement and/or form of proxy to holders of at least

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the percentage of the corporation’s outstanding capital stock required to approve or adopt the proposal or elect the nominee and/or (B) otherwise to solicit proxies from stockholders in support of such proposal or nomination. The foregoing notice requirements shall be deemed satisfied by a stockholder if the stockholder has notified the corporation of his or her intention to present a proposal at an annual meeting in compliance with Rule 14a-8 (or any successor thereof) promulgated under the Exchange Act and such stockholder’s proposal has been included in a proxy statement that has been prepared by the corporation to solicit proxies for such annual meeting. The corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the corporation.

(3) Notwithstanding anything in the second sentence of paragraph (A)(2) of this By-Law to the contrary, in the event that the number of directors to be elected to the Board of Directors of the corporation is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board of Directors made by the corporation at least eighty days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this By-Law shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the corporation not later than the close of business on the tenth day following the day on which such public announcement is first made by the corporation.

(B) Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the corporation’s notice of meeting pursuant to Article I, Section 2 of these By-Laws. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the corporation’s notice of meeting (a) by or at the direction of the Board of Directors or (b) by any stockholder of the corporation who is entitled to vote at the meeting, who complies with the notice procedures set forth in this By-Law and who is a stockholder of record at the time such notice is delivered to the Secretary of the corporation. Nominations of stockholders of persons for election to the Board of Directors may be made at such a special meeting of stockholders if the stockholder’s notice as required by paragraph (A)(2) of this By-Law shall be delivered to the Secretary at the principal executive offices of the corporation not earlier than the 120th day prior to such special meeting and not later than the close of business on the later of the ninetieth day prior to such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting.

(C) General. (1) Subject to Article II hereof, only persons who are nominated in accordance with the procedures set forth in this By-Law shall be eligible to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this By-Law. Except as otherwise provided by law, the Restated Certificate of Incorporation or these By-Laws, the Chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made in accordance with the procedures set forth in this By-Law and, if any proposed nomination or business is not in

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compliance with this By-Law, to declare that such defective nomination shall be disregarded or that such proposed business shall not be transacted. Notwithstanding the foregoing provisions of this Section 11, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the corporation to present a nomination or business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the corporation. For purposes of this Section 11, to be considered a qualified representative of the stockholder, a person must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.

(2) For purposes of this By-Law, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

(3) For purposes of this By-Law, no adjournment or postponement nor notice of adjournment or postponement of any meeting shall be deemed to constitute a new notice of such meeting for purposes of this Section 11, and in order for any notification required to be delivered by a stockholder pursuant to this Section 11 to be timely, such notification must be delivered within the periods set forth above with respect to the originally scheduled meeting.

(4) Notwithstanding the foregoing provisions of this By-Law, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this By-Law. Nothing in this By-Law shall be deemed to affect any rights of stockholders to request inclusion of proposals in the corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or the rights of the holders of any class or series of capital stock to elect directors pursuant to any provision of the Restated Certificate of Incorporation.

ARTICLE II.

BOARD OF DIRECTORS

Section 1. Except as otherwise provided in the Restated Certificate of Incorporation, the Board of Directors of the corporation shall consist of such number of directors as shall from time to time be fixed exclusively by resolution of the Board of Directors. The Directors shall be elected annually for a term of one year, as set forth in the Restated Certificate of Incorporation of the corporation. Directors shall (except as hereinafter provided for the filling of vacancies and newly created directorships) be elected by the holders of a majority of the voting power present in person or represented by proxy and entitled to vote; provided, however, that if the number of director nominees exceeds the number of directors to be elected, the director nominees shall be elected by a plurality of the voting power present in person or represented by proxy and entitled to vote. For purposes of this Section 1, a majority means that the number of shares voted “for” a director’s election must exceed the number of votes cast

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“against” that director’s election. The Nominating and Corporate Governance Committee of the Board of Directors has established guidelines pursuant to which any incumbent director who is not elected shall promptly offer to tender his or her resignation for consideration by the Board of Directors. A majority of the total number of directors then in office (but not less than one-third of the number of directors constituting the entire Board of Directors) shall constitute a quorum for the transaction of business and, except as otherwise provided by law or by the corporation’s Restated Certificate of Incorporation or by these By-Laws, the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. Directors need not be stockholders.

Section 2. Unless otherwise required by law and except as provided in the next succeeding sentence or Section 4 of this Article II, newly created directorships in the Board of Directors that result from an increase in the number of directors and any vacancy occurring in the Board of Directors may be filled only by a majority of the directors then in office, although less than a quorum, or by a sole remaining director; and the directors so chosen shall hold office for a term as set forth in the Restated Certificate of Incorporation of the corporation.

Section 3. Meetings of the Board of Directors shall be held at such place within or without the State of Delaware as may from time to time be fixed by resolution of the Board or as may be specified in the notice of any meeting. Regular meetings of the Board of Directors shall be held at such times as may from time to time be fixed by resolution of the Board and special meetings may be held at any time upon the call of the Chairman of the Board or the President, or written notice including, telegraph, telex or transmission of a telecopy, e-mail or other means of transmission, duly served on or sent or mailed to each director to such director’s address or telecopy number as shown on the books of the corporation not less than 24 hours before the meeting. The notice of any meeting need not specify the purposes thereof. A meeting of the Board may be held without notice immediately after the annual meeting of stockholders at the same place at which such meeting is held. Notice need not be given of regular meetings of the Board held at times fixed by resolution of the Board. Notice of any meeting need not be given to any director who shall attend such meeting in person (except when the director attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened), or who shall waive notice thereof, before or after such meeting, in writing.

Section 4. Notwithstanding the foregoing, whenever the holders of any one or more series of Preferred Stock, the Class B Common Stock or the Class C Common Stock issued by the corporation shall have the right, voting separately by series or class, to elect directors at an annual or special meeting of stockholders, the election, term of office, removal, and other features of such directorships shall be governed by the terms of the Certificate of Designation or Restated Certificate of Incorporation, as the case may be, applicable thereto. The number of directors that may be elected by the holders of any such series of Preferred Stock, the Class B Common Stock or the Class C Common Stock, if any, shall be in addition to the number fixed by or pursuant to the By-Laws. Except as otherwise expressly provided in the terms of such series or class, the number of directors that may be so elected by the holders of any such series or class of stock shall be elected for terms expiring at the next annual meeting of stockholders, and vacancies among directors so elected by the separate vote of the holders of any such series of Preferred Stock, the Class B Common Stock or the Class C Common Stock shall be filled by the

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affirmative vote of a majority of the remaining directors elected by such series or class, or, if there are no such remaining directors, by the holders of such series or class in the same manner in which such series or class initially elected a director.

Section 5. If at any meeting for the election of directors, the corporation has outstanding more than one class of stock, and one or more such classes or series thereof are entitled to vote separately as a class, and there shall be a quorum of only one such class or series of stock, that class or series of stock shall be entitled to elect its quota of directors notwithstanding absence of a quorum of the other class or series of stock.

Section 6. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law shall have and may exercise all the powers and authority provided in the resolution of the Board of Directors in the management of the business and affairs of the corporation.

Section 7. Unless otherwise restricted by the Restated Certificate of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmissions are filed with the minutes of proceedings of the Board of Directors in accordance with applicable law.

Section 8. The members of the Board of Directors or any committee thereof may participate in a meeting of such Board or committee, as the case may be, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this subsection shall constitute presence in person at such a meeting.

Section 9. The Board of Directors may establish policies for the compensation of directors and for the reimbursement of the expenses of directors, in each case, in connection with services provided by directors to the corporation.

ARTICLE III.

OFFICERS

Section 1. The Board of Directors, after each annual meeting of the stockholders, shall elect officers of the corporation, including a President and a Secretary. The Board of Directors may also from time to time elect such other officers (including one or more Vice Presidents, a Treasurer, one or more Assistant Vice Presidents, one or more Assistant Secretaries and one or more Assistant Treasurers) as it may deem proper or may delegate to any elected

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officer of the corporation the power to appoint and remove any such other officers and to prescribe their respective terms of office, authorities and duties. Any Vice President may be designated Executive, Senior or Corporate, or may be given such other designation or combination of designations as the Board of Directors may determine. Any two or more offices may be held by the same person. The Board of Directors may also elect or appoint a Chairman of the Board who may or may not be an officer of the corporation.

Section 2. All officers of the corporation elected by the Board of Directors shall hold office for such term as may be determined by the Board of Directors or until their respective successors are chosen and qualified. Any officer may be removed from office at any time either with or without cause by the affirmative vote of a majority of the members of the Board then in office, or, in the case of appointed officers, by any elected officer upon whom such power of removal shall have been conferred by the Board of Directors.

Section 3. Each of the officers of the corporation elected by the Board of Directors or appointed by an officer in accordance with these By-Laws shall have the powers and duties prescribed by law, by the By-Laws or by the Board of Directors and, in the case of appointed officers, the powers and duties prescribed by the appointing officer, and, unless otherwise prescribed by the By-Laws or by the Board of Directors or such appointing officer, shall have such further powers and duties as ordinarily pertain to that office. The President, as determined by the Board of Directors, shall be the Chief Executive Officer and shall have the general direction of the affairs of the corporation.

Section 4. Unless otherwise provided in these By-Laws, in the absence or disability of any officer of the corporation, the Board of Directors may, during such period, delegate such officer’s powers and duties to any other officer or to any director and the person to whom such powers and duties are delegated shall, for the time being, hold such office.

ARTICLE IV.

CERTIFICATES OF STOCK

Section 1. The shares of stock of the corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of the corporation’s stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate signed by, or in the name of the corporation by the Chairman or Vice Chairman of the Board of Directors, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the corporation, or as otherwise permitted by law, representing the number of shares registered in certificate form. Any or all the signatures on the certificate may be a facsimile.

Section 2. Transfers of stock shall be made on the books of the corporation by the holder of the shares in person or by such holder’s attorney upon surrender and cancellation of certificates for a like number of shares, or as otherwise provided by law with respect to uncertificated shares.

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Section 3. No certificate for shares of stock in the corporation shall be issued in place of any certificate alleged to have been lost, stolen or destroyed, except upon production of such evidence of such loss, theft or destruction and upon delivery to the corporation of a bond of indemnity in such amount, upon such terms and secured by such surety, as the Board of Directors in its discretion may require.

ARTICLE V.

CORPORATE BOOKS

The books of the corporation may be kept outside of the State of Delaware at such place or places as the Board of Directors may from time to time determine.

ARTICLE VI.

CHECKS, NOTES, PROXIES, ETC.

All checks and drafts on the corporation’s bank accounts and all bills of exchange and promissory notes, and all acceptances, obligations and other instruments for the payment of money, shall be signed by such officer or officers or agent or agents as shall be authorized from time to time by the Board of Directors. Proxies to vote and consents with respect to securities of other corporations owned by or standing in the name of the corporation may be executed and delivered from time to time on behalf of the corporation by the Chairman of the Board, the President, or by such officers as the Board of Directors may from time to time determine.

ARTICLE VII.

FISCAL YEAR

The fiscal year of the corporation shall begin on the first day of January in each year and shall end on the thirty-first day of December following.

ARTICLE VIII.

CORPORATE SEAL

The corporate seal shall have inscribed thereon the name of the corporation. In lieu of the corporate seal, when so authorized by the Board of Directors or a duly empowered committee thereof, a facsimile thereof may be impressed or affixed or reproduced.

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ARTICLE IX.

AMENDMENTS

Except as otherwise provided in these By-Laws, these By-Laws may be amended, added to, rescinded or repealed at any meeting of the Board of Directors or of the stockholders, provided notice of the proposed change was given in the notice of the meeting of the stockholders or, in the case of a meeting of the Board of Directors, in a notice given not less than two days prior to the meeting; provided , however , that, notwithstanding any other provisions of these By-Laws or any provision of law which might otherwise permit a lesser vote of the stockholders, the affirmative vote of the holders of at least two-thirds of all outstanding voting power of the corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required in order for the stockholders to alter, amend or repeal Section 2 and Section 11 of Article I, Sections 1, 6 and 7 of Article II, Article X or this proviso to this Article IX of these By-Laws or to adopt any provision inconsistent with any of such Sections or with this proviso.

ARTICLE X.

INDEMNIFICATION

Section 1. The corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a “Covered Person”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the corporation or, while a director or officer of the corporation, is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 3 of this Article X, the corporation shall be required to indemnify a Covered Person in connection with a proceeding (or part thereof) commenced by such Covered Person only if the commencement of such proceeding (or part thereof) by the Covered Person was authorized in the specific case by the Board of Directors of the corporation.

Section 2. The corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by a Covered Person in defending any proceeding in advance of its final disposition, provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined that the Covered Person is not entitled to be indemnified under this Article X or otherwise.

Section 3. If a claim for indemnification (following the final disposition of such action, suit or proceeding) or advancement of expenses under this Article X is not paid in full within thirty days after a written claim therefor by the Covered Person has been received by the corporation, the Covered Person may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the corporation shall have the burden of proving that the Covered Person is not entitled to the requested indemnification or advancement of expenses under applicable law.

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Section 4. The rights conferred on any Covered Person by this Article X shall not be exclusive of any other rights which such Covered Person may have or hereafter acquire under any statute, provision of the Restated Certificate of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested directors or otherwise.

Section 5. The corporation’s obligation, if any, to indemnify or to advance expenses to any Covered Person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such Covered Person may collect as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, enterprise or non-profit enterprise.

Section 6. Any repeal or modification of the foregoing provisions of this Article X shall not adversely affect any right or protection hereunder of any Covered Person in respect of any act or omission occurring prior to the time of such repeal or modification.

Section 7. This Article X shall not limit the right of the corporation, to the extent and in the manner permitted by law, to indemnify and to advance expenses to persons other than Covered Persons when and as authorized by appropriate corporate action.

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EXHIBIT 12.1

ASSURANT, INC.

COMPUTATION OF RATIO OF CONSOLIDATED EARNINGS TO FI XED CHARGES

(in millions of U.S. dollars except for ratio amounts)

2005 2006 2007 2008 2009

June 30,

2010

Income before income taxes $ 655.6 $ 1,095.7 $ 1,011.0 $ 563.3 $ 709.6 $ 501.8 Fixed charges 72.9 74.6 73.9 73.1 74.6 36.5

Income as adjusted $ 728.5 $ 1,170.3 $ 1,084.9 $ 636.4 $ 784.2 $ 538.3 Fixed charges:

Interest expense, including discount amortization and preferred stock dividends (1) $ 61.3 $ 61.2 $ 61.2 $ 61.0 $ 60.7 $ 30.3 Portion of rents representative of an appropriate interest factor 11.6 13.4 12.7 12.1 13.9 6.2

Total fixed charges $ 72.9 $ 74.6 $ 73.9 $ 73.1 $ 74.6 $ 36.5

Ratio of consolidated earnings to fixed charges 9.99 15.69 14.67 8.70 10.51 14.75

Preferred stock issued is recorded as a liability, thus the corresponding dividend is recorded as interest expense (1)

EXHIBIT 31.1

CERTIFICATIONS

I, Robert B. Pollock, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Assurant, Inc. for the period ended June 30, 2010;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 4, 2010

/s/ Robert B. Pollock Robert B. Pollock President and Chief Executive Officer

EXHIBIT 31.2

CERTIFICATIONS

I, Michael J. Peninger, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Assurant, Inc. for the period ended June 30, 2010;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


/s/ Michael J. Peninger Michael J. Peninger Executive Vice President and Chief Financial Officer

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER OF ASSURANT, INC.

PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

§ 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Assurant, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert B. Pollock, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, based on my knowledge:


1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of

the Company.

/s/ Robert B. Pollock Robert B. Pollock President and Chief Executive Officer

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER OF ASSURANT, INC.

PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

§ 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Assurant, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael J. Peninger, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, based on my knowledge:


1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of

the Company.

/s/ Michael J. Peninger Michael J. Peninger Executive Vice President and Chief Financial Officer

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