Amended and Restated Assurant Long Term Incentive Plan



 Exhibit 10.29 
 AMENDED AND RESTATED ASSURANT LONG TERM INCENTIVE PLAN 
 (Initially adopted effective April 8,
2005, and amended and restated on November 9, 2006 
 and January 11, 2007) 
 The Assurant Long Term Incentive Plan, with an initial effective date of April 8, 2005, is hereby amended and restated by the Compensation Committee
of Assurant, Inc. (the “Corporation”) on January 11, 2007. 
 ARTICLE 1 
 PURPOSE 
 1.1 GENERAL. The
Amended and Restated Assurant Long Term Incentive Plan (the “Plan”) is a sub-plan created under the Assurant, Inc. 2004 Long-Term Incentive Plan (“2004 LTIP”). The Plan provides a framework for grants of restricted stock and
stock appreciation rights under the 2004 LTIP to eligible employees of the Company and its Affiliates. The Plan also provides for the cancellation as of June 30, 2005, of unexercised appreciation rights issued under the Assurant Appreciation
Incentive Rights Plan (as amended and restated effective January 1, 2004), and the grant of replacement stock appreciation rights with respect to such cancelled rights. It is intended that neither the restricted stock nor the stock appreciation
rights that are issued under the Plan shall constitute “deferred compensation” as determined under Section 409A of the Internal Revenue Code of 1986, as amended (“Code”), and the Section 409A Guidance, and the Plan
shall be so interpreted. 
 ARTICLE 2 
 INCORPORATION BY REFERENCE OF PROVISIONS OF 2004 LTIP; 
 ADDITIONAL DEFINITIONS 
 2.1 IN GENERAL. The provisions of the 2004 LTIP are hereby incorporated by reference. 
 2.2 ADDITIONAL DEFINITIONS. The following additional definitions are included in this Plan: 
 (a) “2004 LTIP” shall mean the Assurant, Inc. 2004 Long-Term Incentive Plan. 
 (b) “Retirement” shall have the same meaning as it has in the Company’s Employees Uniform Retirement Plan or any comparable
plan that replaces such plan, as such plan may be amended from time to time, provided that, if such plan shall be terminated and not replaced by another comparable plan, then Retirement shall mean a Participant’s termination of employment with
the Company or an Affiliate after attaining any normal or early retirement age specified in any pension, profit sharing or other retirement program sponsored by the Company, or, in the event of the inapplicability thereof with respect to the
individual in question, as determined by the Committee in its reasonable judgment. 
  







 (c) “Section 409A Guidance” shall mean any official interpretation of or
guidance respecting Section 409A, whether in the form of Section 409A, proposed, temporary or final Treasury Regulations, notices, revenue rulings, revenue procedures, private letter rulings, preambles or other formal or informal guidance
from the Internal Revenue Service, the Treasury Department or representatives thereof, or administrative or court decisions or other material that the Company, in its discretion deems relevant. 
 ARTICLE 3 
 TERM OF PLAN

 3.1 EFFECTIVE DATE . The Assurant Long Term Incentive Plan was adopted by the Compensation Committee of the Board on
April 8, 2005 and amended and restated on November 9, 2006 and January 11, 2007. 
 3.2 TERMINATION OF PLAN . Because
this Plan is a sub-plan under the 2004 LTIP, the Plan shall continue until the expiration of the 2004 LTIP, unless this Plan is earlier terminated by the Compensation Committee of the Board. If the Plan is terminated, such termination shall not
affect the validity of any Award outstanding on the date of termination 
 ARTICLE 4 
 FRAMEWORK FOR GRANTING RESTRICTED STOCK 
 AWARDS AND STOCK APPRECIATION RIGHTS 
 4.1 DIVISION OF AWARDS BETWEEN RESTRICTED STOCK AND STOCK APPRECIATION RIGHTS.
Awards under this Plan, other than under Article 6, shall be determined by the Committee with respect to a nominal target amount that is a percentage of each Participant’s base compensation. The actual target amount for each Participant may be
75% to 125% of the nominal target amount, as determined by the Committee based upon such criteria as it deems relevant. It is generally intended that the value of an Award will consist (i) twenty-five percent (25%) of a Restricted Stock
Award, based on Fair Market Value of Company Stock as of the grant date of such Award; and (ii) seventy-five percent (75%) of Stock Appreciation Rights with respect to Company Stock, based on a Black-Scholes or other option valuation
methodology adopted by the Committee from time to time as of the grant date of such Award; however, the relative proportion of Awards between Restricted Stock and Stock Appreciation Rights may be varied from Participant to Participant. 

4.2. GRANT OF RESTRICTED STOCK AWARDS. Restricted Stock Awards that are granted under this Plan shall be governed by the 2004 LTIP, and in
particular Article 10 of the 2004 LTIP. The terms and conditions of Restricted Stock Awards under this Plan shall be determined by the Committee at the time of the grant of the Award and shall be reflected in an Award Certificate. It is generally
intended that, subject to a Participant’s continued employment through the applicable vesting date, Restricted Stock Awards under this Plan shall vest one-third on the first anniversary of the date the Award was granted, one-third on the second
anniversary of the date the Award was granted, and the remainder on the third anniversary of the date the Award was granted. Notwithstanding the foregoing, (i) a Participant shall become fully vested in all of his Restricted Stock Awards upon a
Change in Control, and (ii) if a Participant becomes Disabled or dies, then as of the date of such event the Participant shall vest pro rata in each Award based on a fraction, the numerator of which is the number of completed calendar months
from the date of grant to the date of the Participant’s Disability, or death, and the denominator of which is thirty-six (36). For computing purposes, fractional Shares shall be rounded to the nearest whole 

  

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Share. In connection with the Retirement of a Participant, the Committee, or the Chief Executive officer with regard to non-Section 16 officers, may at
any time, in its sole discretion, accelerate or waive, in whole or in part, the foregoing restrictions, and in connection therewith may impose such terms and conditions as it deems necessary or advisable, including requiring that the Participant
enter into a release of claims and an agreement containing restrictive covenants. 
 4.3 GRANT OF STOCK APPRECIATION RIGHTS. Stock
Appreciation Rights that are granted under this Plan shall be governed by the 2004 LTIP, and in particular Article 8 of the 2004 LTIP. The terms and conditions of Stock Appreciation Rights under this Plan shall be determined by the Committee at the
time of the grant of the Award and shall be reflected in an Award Certificate. It is generally intended that each Stock Appreciation Rights Award shall, subject to a Participant’s continued employment through the applicable vesting date, vest
on the third anniversary of the grant date. Notwithstanding the foregoing, (i) a Participant shall become fully vested in all of the granted Stock Appreciation Rights upon a Change in Control, and (ii) if a Participant becomes Disabled or
dies, then as of the date of such event the Participant shall vest pro rata in each Award based on a fraction, the numerator of which is the number of completed calendar months from the date of grant to the date of the Participant’s Disability,
or death, and the denominator of which is thirty-six (36). For computing purposes, fractional Shares shall be rounded to the nearest whole Share. In connection with the Retirement of a Participant, the Committee, or the Chief Executive officer with
regard to non-Section 16 officers, may at any time, in its sole discretion, accelerate or waive, in whole or in part, the foregoing restrictions, and in connection therewith may impose such terms and conditions as it deems necessary or
advisable, including requiring that the Participant enter into a release of claims and an agreement containing restrictive covenants. 
 ARTICLE 5 
 VESTING AND EXERCISE OF STOCK APPRECIATION RIGHTS 
 5.1. DISCRETIONARY EXERCISE OF STOCK APPRECIATION RIGHTS. Subject to any applicable securities law restrictions, blackout periods that otherwise
might be imposed and Section 5.2 hereof , a Participant may exercise any vested Stock Appreciation Right as of any business day. 
 5.2
MANDATORY EXERCISE OF STOCK APPRECIATION RIGHTS. Any unexercised Stock Appreciation Rights that have become vested shall be automatically exercised, without election by the Participant, on the earliest of (i) the fifth anniversary of the
date the Award was granted; (ii) the second anniversary of the date of the Participant’s termination of employment by reason of Disability, or death, or (iii) ninety (90) days following the Participant’s termination of
employment with the Company and its Affiliates for reasons other than Participant’s Retirement, Disability or death. 
 5.3 RIGHT TO
PAYMENT. Upon the exercise of a Stock Appreciation Right, the Participant to whom it is granted has the right to receive the excess, if any, of: 
 (i) The Fair Market Value of one Share on the date of exercise, minus 
  

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 (ii) The grant price of the Stock Appreciation Right as determined by the Committee, which shall not be
less than the Fair Market Value of one Share on the Grant Date. 
 Upon exercise, the value of all Appreciation Incentive Rights shall be paid as described
in Section 5.4. 
 5.4 FORM OF PAYMENT OF STOCK APPRECIATION RIGHTS Subject to Section 14 of the Plan, the aggregate value
determined under Section 5.3, shall be paid solely in Shares of Company Stock; provided, however, that partial Shares shall be paid in cash unless it is determined that this could negate the Company’s intent with respect to the tax and
accounting treatment of the Plan. Subject to the preceding sentence, the number of Shares to be delivered shall be determined by dividing the aggregate value determined under Section 5.3 by the Fair Market Value of one Share on the date of
exercise, net of any taxes required to be withheld by the Company with respect to such Award. 
 ARTICLE 6 
 CANCELLATION OF CERTAIN APPRECIATION RIGHTS AND GRANT OF 
 REPLACEMENT RIGHTS AS OF JUNE 30, 2005 
 6.1 CANCELLATION OF ASSURANT, INC. APPRECIATION INCENTIVE
RIGHTS AND BUSINESS UNIT APPRECIATION INCENTIVE RIGHTS. Effective as of 12:01 am on June 30, 2005, all Assurant, Inc. Appreciation Incentive Rights and all Business Unit Appreciation Incentive Rights, whether or not vested, that
(i) were issued under the Assurant Appreciation Incentive Rights Plan, as amended and restated effective January 1, 2004 (the “AAIR Plan”); and (ii) have not been exercised by midnight on June 29, 2005, shall be
cancelled. 
 6.2 GRANT OF REPLACEMENT RIGHTS WITH RESPECT TO CANCELLED ASSURANT, INC. APPRECIATION INCENTIVE RIGHTS. Immediately
following the cancellation of Assurant, Inc. Appreciation Incentive Rights described in Section 6.1, there shall be granted under this Plan to each Participant with Rights that were cancelled, whether or not vested, a number of Stock
Appreciation Rights with respect to Company Stock (referred to herein as “Replacement Rights”) that is equal to the number of cancelled Assurant, Inc. Appreciation Incentive Rights. Each Replacement Right that is granted with respect to a
cancelled vested Right shall be vested immediately; and each Replacement Right that is granted with respect to a cancelled non-vested Right shall become vested on the vesting date for the corresponding cancelled Right. Each Replacement Right shall
become exercisable on the date the Replacement Right becomes vested, and shall remain exercisable for the remaining term of the corresponding cancelled right described in Section 6.1. 
 6.3 GRANT OF REPLACEMENT RIGHTS WITH RESPECT TO CANCELLED BUSINESS UNIT APPRECIATION INCENTIVE RIGHTS. Immediately following the cancellation of
Business Unit Appreciation Incentive Rights described in Section 6.1, there shall be granted under this Plan to each Participant with Rights that were cancelled, whether or not vested, a number of Replacement Rights with respect to Company
Stock determined as follows: 
 (i) For all Business Unit Appreciation Incentive Rights that were granted in a given year, the
Committee shall determine the ratio of the strike price of the cancelled Business Unit Appreciation Incentive Rights to the Fair Market Value of such cancelled Rights, as most recently determined by the Committee. For each Replacement Right issued
under this Section 6.3, the ratio of the strike price to Fair Market Value (as of the date of grant of the Replacement Right) shall be the same as the ratio determined under the preceding sentence. 
  

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 (ii) The Committee shall determine the aggregate spread of the cancelled Business Unit
Appreciation Incentive Rights described in clause (i). 
 (iii) The number of Replacement Rights to be issued to each
Participant under this Section 6.3 shall be determined by dividing the aggregate spread under clause (ii) by the individual spread of each Replacement Right, as determined under clause (i). 
 The Committee may establish a reasonable conversion methodology where the aggregate spread between the strike price of the cancelled Business Unit Appreciation Incentive
Rights to the Fair Market Value of such cancelled Rights is zero or less. Each Replacement Right that is granted with respect to a cancelled vested Right shall be vested immediately; and each Replacement Right that is granted with respect to a
cancelled non-vested Right shall become vested on the vesting date for the corresponding cancelled Right. Each Replacement Right shall become exercisable on the date the Replacement Right becomes vested and shall remain exercisable for the remaining
term of the corresponding cancelled right described in Section 6.1. 
 ******************************************* 
 The foregoing is hereby acknowledged as being the Amended and Restated Assurant, Inc. Long-Term Incentive Plan as adopted by the Compensation Committee
of the Board on January 11, 2007. 
  

			
	By:	 	  

		 	      Lesley Silvester
	Its:	 	Executive Vice President


  

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