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                                                                   EXHIBIT 10.13



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                                 ASSURANT, INC.

                        2004 EMPLOYEE STOCK PURCHASE PLAN





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                                 ASSURANT, INC.
                        2004 EMPLOYEE STOCK PURCHASE PLAN

                                TABLE OF CONTENTS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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                                 ASSURANT, INC.
                        2004 EMPLOYEE STOCK PURCHASE PLAN

                                    ARTICLE I
                                   BACKGROUND

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

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

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

                                   ARTICLE II
                                   DEFINITIONS

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

      2.25 TRADING DATE. Trading Date shall mean a date on which shares of
Common Stock are traded on the New York Stock Exchange or any other national
securities exchange.

      Except when otherwise indicated by the context, the definition of any term
herein in the singular may also include the plural.

                                   ARTICLE III
                          ELIGIBILITY AND PARTICIPATION

      3.1 ELIGIBILITY. Each Employee who is an Employee regularly scheduled to
work at least 20 hours each week and at least five months each calendar year
shall be eligible to participate in the Plan as of the later of:

      (a) the first Offering Date that occurs at least six months following the
Employee's most recent date of hire by an Employer; or



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      (b) the Effective Date.

      On each Offering Date, Options will automatically be granted to all
Employees then eligible to participate in the Plan; provided, however, that no
Employee shall be granted an Option for an Offering Period if, immediately after
the grant, the Employee would own stock, and/or hold outstanding options to
purchase stock, possessing five percent (5%) or more of the total combined
voting power or value of all classes of stock of the Company or any Subsidiary.
For purposes of this Section, the attribution rules of Code Section 424(d) shall
apply in determining stock ownership of any Employee. If an Employee is granted
an Option for an Offering Period and such Employee does not participate in the
Plan for such Offering Period, such Option will be deemed never to have been
granted for purposes of applying the $25,000 annual limitation described in
Section 5.2.

      3.2 PARTICIPATION. An Eligible Employee having been granted an Option
under Section 3.1 may submit a Request Form to the Administrator to participate
in the Plan for such Offering Period. The Request Form shall authorize a regular
payroll deduction from the Employee's Compensation for the Offering Period,
subject to the limits and procedures described in Article VI. A Participant's
Request Form authorizing a regular payroll deduction shall remain effective from
Offering Period to Offering Period until amended or canceled under Section 6.3.

      3.3 LEAVE OF ABSENCE. For purposes of Section 3.1, an individual on a
leave of absence from an Employer shall be deemed to be an Employee for the
first 90 days of such leave, or for such longer period of time that his or her
entitlement to return to work is protected by statute or agreement with the
Employer, if applicable. For purposes of this Plan, such individual's employment
with the Employer shall be deemed to terminate at the close of business on the
90th day of the leave, unless the individual has returned to regular employment
with an Employer before the close of business on such 90th day or his
entitlement to return to work is protected by statute or agreement with the
employer. Termination of any individual's leave of absence by an Employer, other
than on account of a return to employment with an Employer, shall be deemed to
terminate an individual's employment with the Employer for all purposes of the
Plan.

                                   ARTICLE IV
                                 STOCK AVAILABLE

      4.1 IN GENERAL. Subject to the adjustments in Sections 4.2 and 4.3, an
aggregate of 5,000,000 shares of Common Stock shall be available for purchase by
Participants pursuant to the provisions of the Plan. These shares may be
authorized and unissued shares or may be shares issued and subsequently acquired
by the Company. If an Option under the Plan expires or terminates for any reason
without having been exercised in whole or part, the shares subject to such
Option that are not purchased shall again be available for subsequent Option
grants under the Plan. If the total number of shares of Common Stock for which
Options are exercised on any Purchase Date exceeds the maximum number of shares
then available under the Plan, the Committee shall make a pro rata allocation of
the shares available in as nearly a uniform manner as shall be practicable and
as it shall determine to be equitable; and the balance of the cash credited to
Participants' Contribution Accounts shall be distributed to the Participants as
soon as practicable.



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      4.2 ADJUSTMENT IN EVENT OF CHANGES IN CAPITALIZATION. In the event of a
stock dividend, stock split or combination of shares, recapitalization or other
change in the Company's capitalization, or other distribution with respect to
holders of the Company's Common Stock other than normal cash dividends, an
automatic adjustment shall be made in the number and kind of shares as to which
outstanding Options or portions thereof then unexercised shall be exercisable
and in the available shares set forth in Section 4.1, so that the proportionate
interest of the Participants shall be maintained as before the occurrence of
such event; provided, however, that in no event shall any adjustment be made
that would cause any Option to fail to qualify as an option pursuant to an
employee stock purchase plan within the meaning of Section 423 of the Code.

      4.3 DISSOLUTION OR LIQUIDATION. In the event of a proposed dissolution or
liquidation of the Company, the Offering Period then in progress shall be
shortened by setting a new Purchase Date (the "New Purchase Date"), and shall
terminate immediately prior to the consummation of the dissolution or
liquidation, unless otherwise provided by the Committee. The Company shall
notify each Participant, at least ten (10) business days prior to the New
Purchase Date, that the next Purchase Date has been changed to the New Purchase
Date and that the Participant's Option shall be exercised automatically on the
New Purchase Date, unless the Participant has withdrawn from the Offering
Period, as provided in Section 6.3 hereof, prior to the New Purchase Date.

      4.4 MERGER OR ASSET SALE. In the event of a reorganization, merger, or
consolidation of the Company with one or more corporations in which the Company
is not the surviving corporation (or survives as a direct or indirect subsidiary
of other such other constituent corporation or its parent), or upon a sale of
substantially all of the property or stock of the Company to another
corporation, then, in the discretion of the Board or the Committee, (i) each
outstanding Option shall be assumed, or an equivalent option substituted, by the
successor corporation or its parent, or (ii) the Offering Period then in
progress shall be shortened by setting a New Purchase Date, which shall be
before the date of the proposed transaction. If the Committee sets a New
Purchase Date, the Company shall notify each Participant, at least ten (10)
business days prior to the New Purchase Date, that the Purchase Date has been
changed to the New Purchase Date and that the Participant's Option shall be
exercised automatically on the New Purchase Date, unless the Participant has
withdrawn from the Offering Period, as provided in Section 6.3 hereof, prior to
the New Purchase Date. In lieu of the foregoing, the Committee may terminate the
Plan in accordance with Section 8.2.

                                    ARTICLE V
                                OPTION PROVISIONS

      5.1 PURCHASE PRICE. The Purchase Price of a share of Common Stock
purchased for a Participant pursuant to each exercise of an Option shall be the
lesser of:

      (a) the Designated Percent (as defined in the following sentence) of the
Fair Market Value of a share of Common Stock on the Offering Date; or

      (b) the Designated Percent of the Fair Market Value of a share of Common
Stock on the Purchase Date.



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Until otherwise provided by the Committee, the Designated Percent for purposes
of the foregoing sentence is 90 percent. The Committee may change the Designated
Percent for any Offering Period but in no event shall the Designated Percent be
less than 85 percent.

      5.2 CALENDAR YEAR $25,000 LIMIT. Notwithstanding anything else contained
herein, no Employee may be granted an Option for any Offering Period which
permits such Employee's rights to purchase Common Stock under this Plan and any
other qualified employee stock purchase plan (within the meaning of Code Section
423) of the Company and its Subsidiaries to accrue at a rate which exceeds
$25,000 of Fair Market Value of such Common Stock for each calendar year in
which an Option is outstanding at any time. For purposes of this Section, Fair
Market Value shall be determined as of the Offering Date.

      5.3 OFFERING PERIOD LIMIT. Notwithstanding anything else contained herein,
the maximum number of shares of Common Stock that an Eligible Employee may
purchase in any Offering Period is 5,000 shares.

                                   ARTICLE VI
                             PURCHASING COMMON STOCK

      6.1 PARTICIPANT'S CONTRIBUTION AND STOCK ACCOUNTS. The Administrator shall
establish a book account in the name of each Participant for each Offering
Period, which shall be the Participant's Contribution Account. As discussed in
Section 6.2 below, a Participant's payroll deductions shall be credited to the
Participant's Contribution Account, without interest, until such cash is
withdrawn, distributed, or used to purchase Common Stock as described below.

      During such time, if any, as the Company participates in a Direct
Registration System, shares of Common Stock acquired upon exercise of an Option
shall be directly registered in the name of the Participant. If the Company does
not participate in a Direct Registration System, then until distribution is
requested by a Participant pursuant to Article VII, (i) stock certificates
evidencing the Participant's shares of Common Stock acquired upon exercise of an
Option shall be held by the Company as the nominee for the Participant, or (ii)
such stock shall be held in book-entry form in an account established on behalf
of the Participant with a third-party brokerage firm, as described below. These
shares shall be credited to the Participant's Stock Account. Shares shall be
held by the Company or such brokerage firm as nominee for Participants solely as
a matter of convenience. A Participant shall have all ownership rights as to the
shares credited to his or her Stock Account, and the Company shall have no
ownership or other rights of any kind with respect to any such certificates or
the shares represented thereby. The Company may enter into an arrangement with
one or more third-party firms to administer the Stock Accounts of Participants.

      All cash received or held by the Company under the Plan may be used by the
Company for any corporate purpose. The Company shall not be obligated to
segregate any assets held under the Plan.



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      6.2 PAYROLL DEDUCTIONS; DIVIDENDS.

      (a) Payroll Deductions. By submitting a Request Form at any time before an
Offering Period in accordance with rules adopted by the Committee, an Eligible
Employee may authorize a payroll deduction to purchase Common Stock under the
Plan for the Offering Period. The payroll deduction shall be effective on the
first pay period during the Offering Period commencing after receipt of the
Request Form by the Administrator. The payroll deduction shall be in any whole
dollar amount or percentage up to a maximum of fifteen percent (15%) of such
Employee's Compensation payable each pay period, and at any other time an
element of Compensation is payable. Notwithstanding the foregoing a
Participant's payroll deduction shall not be less than one percent (1%) of such
Employee's Compensation payable each payroll period and the Committee may impose
a maximum dollar limit for payroll deductions in any one Offering Period,
subject to Section 5.2. Until otherwise provided by the Committee, the maximum
payroll deduction under the Plan by a Participant is $12,000 per year, divided
equally between Offering Periods).

      (b) Dividends. Cash or stock dividends paid on Common Stock which is
credited to a Participant's Stock Account as of the dividend payment date may,
at the election of the Company, be automatically reinvested in shares of Common
Stock and credited to the Participant's Stock Account or paid or distributed to
the Participant as soon as practicable.


      6.3 DISCONTINUANCE. A Participant may discontinue participation in an
Offering Period and thereby discontinue his or her payroll deductions for an
Offering Period by filing a new Request Form with the Administrator requesting a
refund of amounts accumulated in his or her Contribution Account. This
discontinuance shall be effective as soon as practicable, typically on the first
pay period commencing at least 15 days after receipt of the Request Form by the
Administrator. A Participant who discontinues his or her participation for an
Offering Period may not resume participation in the Plan until the second
following Offering Period (i.e., he or she may not participate in the Offering
Period immediately following the one from which he or she discontinued
participation).


      Any amount held in the Participant's Contribution Account for an Offering
Period after the effective date of the discontinuance of his or her
participation will be refunded to the Participant, without interest.

      6.4 LEAVE OF ABSENCE; TRANSFER TO INELIGIBLE STATUS. If a Participant
either begins a leave of absence, is transferred to employment with a Subsidiary
not participating in the Plan, or remains employed with an Employer but is no
longer eligible to participate in the Plan, the Participant shall cease to be
eligible for payroll deductions to his or her Contribution Account pursuant to
Section 6.2. The cash standing to the credit of the Participant's Contribution
Account shall become subject to the provisions of Section 7.1.

      If the Participant returns from the leave of absence before being deemed
to have ceased employment with the Employer under Section 3.3, or again becomes
eligible to participate in the Plan, the Request Form, if any, in effect
immediately before the leave of absence or disqualifying change in employment
status shall be deemed void and the Participant must again complete a new
Request Form to resume participation in the Plan.



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      6.5 AUTOMATIC EXERCISE. Unless the cash credited to a Participant's
Contribution Account is withdrawn or distributed as provided in Article VII, his
or her Option shall be deemed to have been exercised automatically on each
Purchase Date, for the purchase of the number of full and fractional shares of
Common Stock which the cash credited to his or her Contribution Account at that
time will purchase at the Purchase Price. Any other cash balance remaining in
the Participant's Contribution Account at the end of an Offering Period shall be
refunded to the Participant, without interest. The amount of cash that may be
used to purchase shares of Common Stock may not exceed the Compensation
restrictions set forth in Section 6.2 or the applicable limitations of Sections
5.2 or 5.3.

      If the cash credited to a Participant's Contribution Account on the
Purchase Date exceeds the applicable Compensation restrictions of Section 6.2 or
exceeds the amount necessary to purchase the maximum number of shares of Common
Stock available during the Offering Period under the applicable limitations of
Section 5.2 or Section 5.3, such excess cash shall be refunded to the
Participant, without interest. The excess cash may not be used to purchase
shares of Common Stock nor retained in the Participant's Contribution Account
for a future Offering Period.

      Each Participant shall receive a statement on not less than an annual
basis indicating the number of shares credited to his or her Stock Account, if
any, under the Plan.

      6.6 LISTING, REGISTRATION, AND QUALIFICATION OF SHARES. The granting of
Options for, and the sale and delivery of, Common Stock under the Plan shall be
subject to the effecting by the Company of any listing, registration, or
qualification of the shares subject to that Option upon any securities exchange
or under any federal or state law, or the obtaining of the consent or approval
of any governmental regulatory body deemed necessary or desirable for the
issuance or purchase of the shares covered.

                                   ARTICLE VII
                           WITHDRAWALS; DISTRIBUTIONS

      7.1 DISCONTINUANCE OF DEDUCTIONS; LEAVE OF ABSENCE; TRANSFER TO INELIGIBLE
STATUS. In the event of a Participant's complete discontinuance of participation
or payroll deductions under Section 6.3 or a Participant's leave of absence or
transfer to an ineligible status under Section 6.4, the cash balance then
standing to the credit of the Participant's Contribution Account shall, at the
election of the Participant, be--

      (a) returned to the Participant, in cash, without interest, as soon as
practicable, upon the Participant's written request received by the
Administrator at least 30 days before the next Purchase Date; or

      (b) if the Participant so requests or, in the absence of timely
instruction from the Participant of a desire to receive cash under (a) above,
held under the Plan and used to purchase Common Stock for the Participant under
the automatic exercise provisions of Section 6.5.

      7.2 IN-SERVICE WITHDRAWALS. During such time, if any, as the Company
participates in a Direct Registration System, shares of Common Stock acquired
upon exercise of an Option may be directly registered in the name of the
Participant and the Participant may withdraw certificates in accordance with the
applicable terms and conditions of such Direct Registration


                                     - 8 -
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System. If the Company does not participate in a Direct Registration System, a
Participant may, while an Employee of the Company or any Subsidiary, withdraw
certificates for any whole number of shares of Common Stock credited to his or
her Stock Account at any time, upon 30 days' written notice to the
Administrator, and any fractional shares will be paid in cash. If a Participant
requests a distribution of only a portion of the shares of Common Stock credited
to his or her Stock Account, the Administrator will distribute the oldest
securities held in the Participant's Stock Account first, using a first in-first
out methodology. The Administrator may at any time distribute certificates for
some or all of the shares of Common Stock credited to a Participant's Stock
Account, whether or not the Participant so requests.

      7.3 TERMINATION OF EMPLOYMENT FOR REASONS OTHER THAN DEATH. If a
Participant terminates employment with the Company and the Subsidiaries for
reasons other than death, the cash balance in the Participant's Contribution
Account shall be returned to the Participant in cash, without interest, as soon
as practicable. Certificates for the largest whole number of shares of Common
Stock credited to his or her Stock Account shall be distributed to the
Participant as soon as practicable, together with cash for any fractional share,
unless the Company then participates in a Direct Registration System, in which
case, the Participant shall be entitled to evidence of ownership of such shares
in such form as the terms and conditions of such Direct Registration System
permit.

      7.4 DEATH. In the event a Participant dies, the cash balance in his or her
Contribution Account shall be distributed to the Participant's estate, in cash,
without interest, as soon as practicable. Certificates for the largest whole
number of shares of Common Stock credited to the Participant's Stock Account
shall be distributed to the estate as soon as practicable, together with cash
for any fractional share, unless the Company then participates in a Direct
Registration System, in which case, the estate shall be entitled to evidence of
ownership of such shares in such form as the terms and conditions of such Direct
Registration System permit.

      7.5 REGISTRATION. Whether represented in certificate form, by direct
registration pursuant to a Direct Registration System, or in a brokerage account
established in connection with the Plan, shares of Common Stock acquired upon
exercise of an Option shall be directly registered in the name of the
Participant or, if the Participant so indicates on the Request Form, (a) in the
Participant's name jointly with a member of the Participant's family, with the
right of survivorship, (b) in the name of a custodian for the Participant (in
the event the Participant is under a legal disability to have stock issued in
the Participant's name), (c) in a manner giving effect to the status of such
shares as community property, or (d) in street name for the benefit of any of
the above with a broker designated by the Participant. No other names may be
included in the Common Stock registration. The Company shall pay all issue or
transfer taxes with respect to the issuance of shares of such Common Stock or
the initial transfer of such shares to a brokerage account designated by the
Company, as well as all fees and expenses necessarily incurred by the Company in
connection with such issuance or initial transfer. Once the shares have been
issued to the Participant or initially transferred to such brokerage account on
behalf of the Participant, the Company shall bear no expense for further
transfers or sale of the shares.



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<PAGE>

                                  ARTICLE VIII
                            AMENDMENT AND TERMINATION

      8.1 AMENDMENT. The Committee shall have the right to amend or modify the
Plan, in full or in part, at any time and from time to time; provided, however,
that no amendment or modification shall:

      (a) affect any right or obligation with respect to any grant previously
made, unless required by law or deemed by the Committee to be necessary or
desirable in order to enable the Company to comply with applicable securities
laws or regulations, or

      (b) unless previously approved by the stockholders of the Company, where
such approval is necessary to satisfy applicable securities laws, the Code, or
rules of any stock exchange on which the Company's Common Stock is listed:

            (1) in any manner materially affect the eligibility requirements set
      forth in Sections 3.1 and 3.3, or change the definition of Employer as set
      forth in Section 2.13, or

            (2) increase the number of shares of Common Stock subject to any
      options issued to Participants (except as provided in Sections 4.2 and
      4.3).

      8.2 TERMINATION. The Plan will continue into effect for a term of ten
years from the Effective Date unless earlier terminated by the Committee. The
Committee may terminate the Plan at any time in its sole and absolute
discretion. The Plan shall be terminated by the Committee if at any time the
number of shares of Common Stock authorized for purposes of the Plan is not
sufficient to meet all purchase requirements, except as specified in Section
4.1.

      Upon termination of the Plan, the Administrator shall give notice thereof
to Participants and shall terminate all payroll deductions. Cash balances then
credited to Participants' Contribution Accounts shall be distributed as soon as
practicable, without interest.

                                   ARTICLE IX
                                  MISCELLANEOUS

      9.1 EMPLOYMENT RIGHTS. Neither the establishment of the Plan, nor the
grant of any Options thereunder, nor the exercise thereof shall be deemed to
give to any Employee the right to be retained in the employ of the Company or
any Subsidiary or to interfere with the right of the Company or any Subsidiary
to discharge any Employee or otherwise modify the employment relationship at any
time.

      9.2 TAX WITHHOLDING. The Administrator may make appropriate provisions for
withholding of federal, state, and local income taxes, and any other taxes, from
a Participant's Compensation to the extent the Administrator deems such
withholding to be legally required.

      9.3 RIGHTS NOT TRANSFERABLE. Rights and Options granted under this Plan
are not transferable by the Participant other than by will or by the laws of
descent and distribution and are exercisable only by the Participant during his
or her lifetime.



                                     - 10 -
<PAGE>

      9.4 NO REPURCHASE OF STOCK BY COMPANY. The Company is under no obligation
to repurchase from any Participant any shares of Common Stock acquired under the
Plan.

      9.5 GOVERNING LAW. The Plan shall be governed by and construed in
accordance with the laws of the State of Delaware except to the extent such laws
are preempted by the laws of the United States.

      9.6 INDEMNIFICATION. To the extent allowable under applicable law, each
member of the Committee shall be indemnified and held harmless by the Company
from any loss, cost, liability, or expense (including, but not limited to,
attorneys fees) that may be imposed upon or reasonably incurred by such member
in connection with or resulting from any claim, action, suit, or proceeding to
which such member may be a party or in which he may be involved by reason of any
action or failure to act under the Plan and against and from any and all amounts
paid by such member in satisfaction of judgment in such action, suit, or
proceeding against him provided he gives the Company an opportunity, at its own
expense, to handle and defend the same before he undertakes to handle and defend
it on his own behalf. The foregoing right of indemnification shall not be
exclusive of any other rights of indemnification to which such persons may be
entitled under the Company's Certificate of Incorporation or Bylaws, as a matter
of law, or otherwise, or any power that the Company may have to indemnify them
or hold them harmless.

                           * * * * * * * * * * * * * *

      The foregoing is hereby acknowledged as being the Assurant, Inc. 2004
Employee Stock Purchase Plan as adopted by the Board on October 15, 2003 and
approved by the sole stockholder on October 15, 2003.

                                    ASSURANT, INC.

                                    By:   /s/ Robert Haertel
                                       ---------------------------------
                                    Its:  Senior Vice President




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