Assurant (AIZ)

Change of Control Agreements

The Company has entered into 2009 Change of Control Agreements (the “COC Agreements”) with each of the NEOs except Mr. Camacho. The COC Agreements generally provide that if, during the two-year period following a change of control (as defined in the COC Agreements), the executive’s employment is terminated by the Company other than for cause (as defined in the COC Agreements) or disability (as defined in the COC Agreements), or by the executive for good reason (as defined in the COC Agreements), the executive would be entitled to receive, subject to the executive’s execution of a release of claims, within 60 days of the termination (or such later date that may be required by tax laws governing deferred compensation), a payment equal to 0.5 times the target annual ESTIP award for the year in which the date of termination occurs, an amount of cash

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severance equal to three times the sum of the executive’s annual base salary plus target ESTIP Award, continued welfare benefits for the 18-month period following the date of termination, and outplacement benefits.

In addition, in the event that the executive is subject to the so-called “golden parachute” excise tax under IRC Section 4999, the executive will be entitled to receive an additional payment such that the executive is placed in the same after-tax position as if no excise tax had been imposed. However, if the executive’s change of control payments exceed the maximum amount that the executive could receive without being subject to the tax by five percent or less, then the executive will not receive the gross-up payment and instead the executive’s change of control payments will be reduced to the maximum amount that the executive can receive without being subject to the tax.

Termination in Anticipation of a Change of Control. If an executive’s employment with the Company is terminated by the Company without cause or by the executive for good reason prior to the date on which a change of control occurs, and if it is reasonably demonstrated by the executive that such termination of employment (i) was at the request of a third party that has taken steps reasonably calculated to effect a change of control or (ii) otherwise arose in connection with or anticipation of a change of control, then the executive will be entitled to the severance and other benefits described above.

Funding of Severance Payment Obligations. Within five business days of the executive’s date of termination after a change of control, the Company must establish and fund a trust in an amount of cash equal to the amount of the severance payments (including any gross-up payment described above) to which the executive is entitled.

Definition of “Change of Control”. For purposes of the agreements, change of control is defined to mean:

Non-Competition and Non-Solicitation. Under the COC Agreements, executives may not engage in activity competitive with the Company (including as an employee or officer of a competitor) or solicit customers of the Company during the period beginning on January 1, 2009 and expiring on the date of a change of control. If the

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executive’s employment is terminated before a change of control occurs, the length of the applicable non-competition period varies based on the type of termination. Specifically, if the executive’s employment is terminated by the Company for cause or by the executive without good reason, the non-competition period will expire six months after the date of termination. If the executive’s employment is terminated by the Company without cause or by the executive for good reason, the non-competition period will expire on the date of termination.

Executives also may not employ or offer to employ officers or employees of the Company or any of its subsidiaries during the period beginning on January 1, 2009 and ending one year after the date of termination of the executive’s employment.

Prior to March 15, 2009, Mr. Camacho also had a Severance Agreement with American Bankers Insurance Group, one of our subsidiaries. According to this agreement, if Mr. Camacho had terminated his employment with the Company because of retirement (as determined in accordance with normal Company policies) or death, then Mr. Camacho would have received a severance payment equal to 150% of his then-current salary, defined as his salary for the 12 months preceding the severance, excluding any bonus or deferred compensation. If Mr. Camacho’s employment had been terminated because of disability, he would have received a severance payment equal to 50% of his then-current annual salary, as defined above. If either Mr. Camacho’s employment were terminated without cause (as defined in the agreement), or Mr. Camacho terminated employment after a decrease in his base salary to a level less than 80% of the level for any prior year, he would have received a severance payment equal to 100% of his then-current annual salary, as defined above. In each case, the severance benefit would have been paid in a lump sum on the fifth business day following termination of employment.

Change in Control Agreements

The Company has entered into change in control severance agreements with Mr. Pollock, the other named executive officers and other officers and key employees of Assurant*. The severance agreements generally provide that if a “change in control” (as defined in the agreements) occurs with respect to the business segment for which an employee works, then a two-year trigger period begins. If the employee’s employment is terminated by the Company “without cause” or if the employee resigns for “good reason” (each as defined in the agreements) during such two-year period, the employee is entitled to certain cash severance payments and continuation of medical and other welfare benefits for a period of 18 months following the termination of employment at the rate charged active employees.

The amount of cash severance benefits payable to an employee is equal to a multiple (ranging from one to three depending on the agreement, and equal to three for Mr. Pollock and our other named executive officers) times the sum of the employee’s annual base salary and target annual bonus. The cash severance is payable within 30 days of the date of the employee’s termination, subject to the “key employee” limitations under the American Jobs Creation Act of 2004. In addition, if a change in control has occurred and the employee’s employment has been terminated by the Company without cause or if the employee has resigned for good reason within one year prior to the change in control, then the employee is entitled to the cash severance benefits described above, to be paid in a lump sum in cash within 30 days after the change in control has occurred, and continuation of medical and other welfare benefits for a period of 18 months at the rate charged active employees, except that the Company shall reimburse the employee for the cost of obtaining such welfare benefits between the date his or her termination and the date of the change in control. These agreements also provide additional rights including, but not limited to, outplacement services and legal fee reimbursement.

In December 2005, the Compensation Committee of the Board of Directors approved an extension of the term (through December 31, 2006) and an amendment to all change in control agreements, effective January 1, 2006. Under the amendment approved by the Compensation Committee, in the event of a change in control (as defined in the agreements), if there is an excise tax imposed on the employee by Section 4999 of the Internal Revenue Code, the Company may reduce the amount of cash and other value paid or otherwise provided to the employee under the change in control agreement by no more than 5% of such aggregate amount, if such reduction would prevent the application of section 4999 to the existing change in control agreement and the payment of excise tax. In addition, certain provisions were added to the change in control agreements in order to comply with Section 409A of the Internal Revenue Code, which provides for a six month deferral with regard to certain payments under the change in control agreement.

American Bankers Insurance Group, one of our subsidiaries, has a severance agreement with Mr. Camacho. If Mr. Camacho terminates his employment because of retirement (as determined in accordance with normal Company policies) or death, then Mr. Camacho will receive a severance payment equal to 150% of his current salary, defined as his salary for the 12 months preceding the severance, excluding any bonus or deferred compensation. If Mr. Camacho’s employment is terminated because of disability, then Mr. Camacho will receive a severance payment equal to 50% of his current annual salary, as defined above. If either Mr. Camacho’s employment is terminated without cause (as defined in the agreement), or Mr. Camacho terminates employment after a decrease in his base salary to a level less than 80% of the level for any prior year, then Mr. Camacho will receive a severance payment equal to 100% of his current salary, as defined. In each case the severance benefit will be paid in a lump sum on the fifth business day following termination of employment.

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