Exhibit 4.5


 





[FACE
OF SECURITY]


 


THIS SECURITY IS A GLOBAL SECURITY
WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.
THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR
IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE.


 


UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.


 




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Assurant,
Inc. 


4.900% SENIOR
NOTES DUE 2028


 


	No. R-1	 	 
	 	 	 
	CUSIP No. 04621X AJ7	 	$300,000,000         


 


Assurant, Inc., a corporation
duly organized and existing under the laws of Delaware (herein called the “Company”, which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., as nominee
for The Depository Trust Company, or registered assigns, the principal sum of Three Hundred Million Dollars ($300,000,000)
on March 27, 2028, and to pay interest thereon from March 27, 2018 or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, semi-annually on March 27 and September 27 in each year, commencing September 27, 2018, at
the rate of 4.900% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name
this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such
interest, which shall be the March 12 or September 12 (whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed
by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special
Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture.


 


Payment of the principal of (and
premium, if any) and interest on this Security will be made at the office or agency of the Company maintained for that purpose
in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts.


 


Reference is hereby made to the
further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.


 


Unless the certificate of authentication
hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.


 




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IN WITNESS WHEREOF, the Company
has caused this instrument to be duly executed under its corporate seal.


 


Dated: March 27, 2018


 


	 	Assurant, inc.
	 	 
	 	 
	 	By:
	 	 	Name:
	 	 	Title:



 


 


 





[Signature
Page to Global Note (2028 Notes)]










 



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CERTIFICATE
OF AUTHENTICATION


 


This is one of the Securities
of the series designated therein referred to in the within-mentioned Indenture.


 


 Dated: March 27, 2018


 


	 	U.S.
        BANK NATIONAL ASSOCIATION,

        

        As
        Trustee,

         

	 	 
	 	By:
	 	 	Authorized Officer



 


 


 


[Signature Page to Global Note (2028 Notes)]


 



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[REVERSE
OF SECURITY]


 


This Security is one of a duly
authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or
more series under an Indenture, dated as of March 28, 2013 (herein called the “Indenture”, which term shall have the
meaning assigned to it in such instrument), between the Company and U.S. Bank National Association, as Trustee (herein called
the “Trustee”, which term includes any successor trustee under the Indenture), and reference is hereby made to the
Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered.
This Security is one of the series designated on the face hereof.


 


The Securities of this series
are subject to redemption upon not less than 15 days’ but not more than 60 days’ notice by mail, in whole or in part,
at the election of the Company and at any time prior to December 27, 2027 (the “Securities Par Call Date”) or from
time to time, at a Redemption Price equal to the greater of (i) 100% of the principal amount of the Securities to be redeemed,
plus accrued and unpaid interest on the principal amount to be redeemed to the Redemption Date; and (ii) the sum, as calculated
by the Independent Investment Banker, of the present values of the remaining scheduled payments of principal and interest on the
Securities to be redeemed (exclusive of interest accrued to the Redemption Date) from the Redemption Date to the Securities Par
Call Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the then current Treasury Rate, plus 35 basis points, plus accrued and unpaid interest on the principal amount to be redeemed
to the Redemption Date.


 


In addition, at any time on or
after the Securities Par Call Date, the Securities will be redeemable, as a whole or in part, at the Company’s option and
at any time or from time to time, at a redemption price equal to 100% of the principal amount to be redeemed plus accrued and
unpaid interest thereon to, but excluding, the Redemption Date.


 


For the purposes of the foregoing,
the following definitions shall apply:


 


“Comparable Treasury Issue”
means the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the
remaining term (“Remaining Life”) of the Securities to be redeemed that would be utilized, at the time of selection
and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity
to the remaining term of such Securities.


 


“Comparable Treasury Price”
means, with respect to any Redemption Date, the average of the Reference Treasury Dealer Quotations for such Redemption Date.


 


“Independent Investment
Banker” means one of (1) Morgan Stanley & Co. LLC, (2) J.P. Morgan Securities LLC and (3) Wells Fargo Securities, LLC,
and their respective successors, as selected by the Company, or, if any such firm or the successors, if any, to such firm, as
the case may be, are unwilling or unable to serve as such, an independent investment banking institution of national standing
appointed by the Company.


 


“Reference Treasury Dealer”
means each of (1) Morgan Stanley & Co. LLC, (2) J.P. Morgan Securities LLC and (3) Wells Fargo Securities, LLC and their respective
successors; provided,


 




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however, that if any of them
ceases to be a primary U.S. Government securities dealer (each a “Primary Treasury Dealer”), the Company will substitute
another Primary Treasury Dealer.


 


“Reference Treasury Dealer
Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Independent Investment Banker, of the bid and ask prices for the Comparable Treasury Issue (expressed in each case as a percentage
of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 5:00 p.m.,
New York City time, on the third New York Business Day preceding such Redemption Date.


 


“Treasury Rate” means,
with respect to any Redemption Date, the rate per year equal to:


 


(A) the yield, under the heading
which represents the average for the immediately preceding week, appearing in the most recently published statistical release
designated “H.15” or any successor publication which is published weekly by the Board of Governors of the Federal
Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity
under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue;
provided that, if no maturity is within three months before or after the Remaining Life of the Securities to be redeemed, yields
for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Treasury
Rate shall be interpolated or extrapolated from those yields on a straight line basis, rounding to the nearest month; or


 


(B) if such release (or any successor
release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal
to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption
Date.


 


The Treasury Rate will be calculated
on the third New York Business Day preceding the Redemption Date. As used in the immediately preceding sentence and in the definition
of “Reference Treasury Dealer Quotations” above, the term “New York Business Day” means any day that is
not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed.


 


The interest rate payable on
the Securities will be subject to adjustment from time to time, in the manner set forth below, if any of Moody’s Investor
Service, Inc. (“Moody’s”) or S&P Global Inc. (“S&P”) (or, in either case, a substitute Rating
Agency therefor) downgrades or subsequently upgrades the credit rating assigned to the Securities. If the rating on the Securities
from either of Moody’s or S&P is a rating set forth in the table below (or, in either case, the equivalent thereof,
in the case of a substitute Rating Agency), the interest rate payable on the Securities shall increase from the stated interest
rate payable on the Securities on the date of their initial issuance by the sum of the number of basis points set forth next to
each such rating.


 




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	 	Rating Agencies 	 	 
	Rating Levels	Moody’s*	S&P*	 	 
	1	Ba1	BB+	25 basis points	 
	2	Ba2	BB	50 basis points	 
	3	Ba3	BB-	75 basis points	 
	4	B1 or below	B+ or below	100 basis points	 
	 	 	 	 	 	 


* Including the equivalent ratings
of any substitute Rating Agency.


 


For so long as only one Rating
Agency provides a rating on the Securities, any subsequent increase or decrease in the interest rate on the Securities necessitated
by a reduction or increase in the rating by the Rating Agency providing the rating shall be twice the applicable number of basis
points set forth in the applicable table above. For so long as no Rating Agency provides a rating on the Securities, the interest
rate on such Securities will increase to, or remain at, as the case may be, 2.000% above the stated interest rate payable on such
Securities on the date of their initial issuance.


 


If any Rating Agency changes
its rating or initiates a rating with respect to the Securities, the per annum interest rate on such Securities will be increased
or decreased in accordance with the foregoing requirements.


 


Any interest rate increase or
decrease described above will take effect from the first day of the first interest payment period following interest payment period
during which a rating change occurs that requires an adjustment in the interest rate. As such, interest will not accrue at such
increased or decreased rate until the next interest payment period following the interest payment period during which a rating
change occurs. If any Rating Agency changes its rating on the Securities more than once during any particular interest period,
the last such change to occur will control for purposes of the rating provided by such Rating Agency for the applicable interest
period.


 


The interest rate on the Securities
will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent decrease in the ratings
by any Rating Agency) if the Securities become rated Baa1 and BBB+ (or, in either case, the equivalent thereof, in the case of
a substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, a substitute Rating Agency therefor),
respectively, with a stable or positive outlook (or one of these ratings if the Securities are only rated by one Rating Agency).


 


In no event shall: (1) the per
annum interest rate on the Securities be reduced below the stated interest rate payable on such Securities on the date of their
initial issuance, and (2) the total increase in the per annum interest rate on the Securities exceeds 200 basis points above the
stated interest rate payable on the Securities on the date of their initial issuance. Nothing herein shall be construed as a requirement
that the Company obtain a rating on the Securities from any Rating Agency or otherwise.


 


For the purposes of the foregoing,


 


“Rating Agency” means
each of Moody’s and S&P, or if Moody’s or S&P shall not make a rating on the Securities, as applicable, publicly
available, a nationally recognized statistical rating organization or organizations, as the case may be, selected by the Company
(as certified


 




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by a resolution of the Board
of Directors) that shall be substituted for Moody’s or S&P, as the case may be.


 


In the event of redemption of
this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will
be issued in the name of the Holder hereof upon the cancellation hereof.


 


The Indenture contains provisions
for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default
with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.


 


If an Event of Default with respect
to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.


 


The Indenture permits, with certain
exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the
rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee
with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to
be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the
Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance
by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this Security.


 


As provided in and subject to
the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect
to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall
have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series,
the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made
written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee
reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities
of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such
proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit
instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon
on or after the respective due dates expressed herein.


 


No reference herein to the Indenture
and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the
coin or currency, herein prescribed.


 


As provided in the Indenture
and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon
surrender of this Security for


 




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registration of transfer at the
office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable,
duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar
duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this
series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.


 


The Securities of this series
are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess
thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable
for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as
requested by the Holder surrendering the same.


 


No service charge shall be made
for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.


 


Prior to due presentment of this
Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person
in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the contrary.


 


All terms used in this Security
which are defined in the Indenture shall have the meanings assigned to them in the Indenture.


 







 



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