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                                                                    EXHIBIT 10.3



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                                 ASSURANT, INC.

                          2004 LONG-TERM INCENTIVE PLAN



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                                 ASSURANT, INC.

                          2004 LONG-TERM INCENTIVE PLAN

                                TABLE OF CONTENTS

      ARTICLE 1  PURPOSE..................................................1

            1.1   General.................................................1

      ARTICLE 2  DEFINITIONS..............................................1

            2.1   Definitions.............................................1

      ARTICLE 3  TERM OF PLAN.............................................6

            3.1   Effective Date..........................................6

            3.2   Termination of Plan.....................................6

      ARTICLE 4  ADMINISTRATION...........................................6

            4.1   Committee...............................................6

            4.2   Actions and Interpretations by the Committee............7

            4.3   Authority of Committee..................................7

            4.4   Award Certificates......................................8

      ARTICLE 5  SHARES SUBJECT TO THE PLAN...............................8

            5.1   Number of Shares........................................8

            5.2   Lapsed Awards...........................................8

            5.3   Stock Distributed.......................................9

      ARTICLE 6  ELIGIBILITY..............................................9

            6.1   General.................................................9

      ARTICLE 7  STOCK OPTIONS............................................9

            7.1   General.................................................9

            7.2   Incentive Stock Options.................................10

      ARTICLE 8  STOCK APPRECIATION RIGHTS................................11

            8.1   Grant of Stock Appreciation Rights......................11

      ARTICLE 9  PERFORMANCE AWARDS.......................................12

            9.1   Grant of Performance Awards.............................12

            9.2   Performance Goals.......................................12

            9.3   Right to Payment........................................12

            9.4   Other Terms.............................................12


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      ARTICLE 10  RESTRICTED STOCK AWARDS.................................13

            10.1  Grant of Restricted Stock...............................13

            10.2  Issuance and Restrictions...............................13

            10.3  Forfeiture..............................................13

            10.4  Certificates for Restricted Stock.......................13

      ARTICLE 11  DIVIDEND EQUIVALENTS....................................13

            11.1  Grant of Dividend Equivalents...........................13

      ARTICLE 12  STOCK OR OTHER STOCK-BASED AWARDS.......................13

            12.1  Grant of Stock or Other Stock-Based Awards..............13

      ARTICLE 13  PROVISIONS APPLICABLE TO AWARDS.........................14

            13.1  Stand-Alone, Tandem, and Substitute Awards..............14

            13.2  Term of Awards..........................................14

            13.3  Form of Payment of Awards...............................14

            13.4  Limits on Transfer......................................14

            13.5  Beneficiaries...........................................14

            13.6  Stock Certificates......................................15

            13.7  Acceleration upon Death or Disability...................15

            13.8  Acceleration upon a Change of Control...................15

            13.9  Acceleration for Other Reasons..........................15

            13.10 Effect of Acceleration..................................15

            13.11 Termination of Employment...............................16

      ARTICLE 14  CHANGES IN CAPITAL STRUCTURE............................16

            14.1  General.................................................16

      ARTICLE 15  AMENDMENT, MODIFICATION AND TERMINATION.................16

            15.1  Amendment, Modification and Termination.................16

            15.2  Awards Previously Granted...............................17

      ARTICLE 16  GENERAL PROVISIONS......................................17

            16.1  No Rights to Awards; Non-Uniform
                  Determinations..........................................17

            16.2  No Stockholder Rights...................................18

            16.3  Withholding.............................................18

            16.4  No Right to Continued Service...........................18

            16.5  Unfunded Status of Awards...............................18


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            16.6  Indemnification.........................................18

            16.7  Relationship to Other Benefits..........................18

            16.8  Expenses................................................19

            16.9  Titles and Headings.....................................19

            16.10 Gender and Number.......................................19

            16.11 Fractional Shares.......................................19

            16.12 Government and Other Regulations........................19

            16.13 Governing Law...........................................19

            16.14 Additional Provisions...................................19

            16.15 No Limitations on Rights of Company.....................20







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                                 ASSURANT, INC.

                          2004 LONG-TERM INCENTIVE PLAN

                                    ARTICLE 1
                                     PURPOSE

      1.1 GENERAL. The purpose of the Assurant, Inc. 2004 Long-Term Incentive
Plan (the "Plan") is to promote the success, and enhance the value, of Assurant,
Inc. (the "Company"), by linking the personal interests of employees, officers,
directors and consultants of the Company or any Affiliate (as defined below) to
those of Company stockholders and by providing such persons with an incentive
for outstanding performance. The Plan is further intended to provide flexibility
to the Company in its ability to motivate, attract, and retain the services of
employees, officers, directors and consultants upon whose judgment, interest,
and special effort the successful conduct of the Company's operation is largely
dependent. Accordingly, the Plan permits the grant of incentive awards from time
to time to selected employees, officers, directors and consultants of the
Company and its Affiliates.

                                    ARTICLE 2
                                   DEFINITIONS

      2.1 DEFINITIONS. When a word or phrase appears in this Plan with the
initial letter capitalized, and the word or phrase does not commence a sentence,
the word or phrase shall generally be given the meaning ascribed to it in this
Section or in Section 1.1 unless a clearly different meaning is required by the
context. The following words and phrases shall have the following meanings:

            (a) "Affiliate" means (i) any Subsidiary or Parent, or (ii) an
      entity that directly or through one or more intermediaries controls, is
      controlled by or is under common control with, the Company, as determined
      by the Committee.

            (b) "Award" means any Option, Stock Appreciation Right, Restricted
      Stock Award, Performance Award, Dividend Equivalent Award, or Other
      Stock-Based Award, or any other right or interest relating to Stock or
      cash, granted to a Participant under the Plan.

            (c) "Award Certificate" means a written document, in such form as
      the Committee prescribes from time to time, setting forth the terms and
      conditions of an Award.

            (d)   "Board" means 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.

            (e) "Cause" as a reason for a Participant's termination of
      employment shall have the meaning assigned such term in the employment
      agreement, if any, between such Participant and the Company or an
      Affiliate, provided, however that if there is no such employment agreement
      in which such term is defined, and unless otherwise defined in the
      applicable Award Certificate, "Cause" shall mean any of the following acts
      by the Participant, as determined by the Board: gross neglect of duty,
      prolonged absence from

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      duty without the consent of the Company, intentionally engaging in any
      activity that is in conflict with or adverse to the business or other
      interests of the Company, or willful misconduct, misfeasance or
      malfeasance of duty which is reasonably determined to be detrimental to
      the Company.

            (f) "Change of Control" means and includes the occurrence of any one
      of the following events but shall specifically exclude a Public Offering:

                  (i) individuals who, on the Effective Date, constitute the
            Board of Directors of the Company (the "Incumbent Directors") cease
            for any reason to constitute at least a majority of such Board,
            provided that any person becoming a director after the Effective
            Date and whose election or nomination for election was approved by a
            vote of at least a majority of the Incumbent Directors then on the
            Board shall be an Incumbent Director; provided, however, that no
            individual initially elected or nominated as a director of the
            Company as a result of an actual or threatened election contest with
            respect to the election or removal of directors ("Election Contest")
            or other actual or threatened solicitation of proxies or consents by
            or on behalf of any "Person" (such term for purposes of this
            definition being as defined in Section 3(a)(9) of the 1934 Act and
            as used in Section 13(d)(3) and 14(d)(2) of the 1934 Act) other than
            the Board ("Proxy Contest"), including by reason of any agreement
            intended to avoid or settle any Election Contest or Proxy Contest,
            shall be deemed an Incumbent Director; or

                  (ii) any Person is or becomes a "beneficial owner" (as defined
            in Rule 13d-3 under the 1934 Act), directly or indirectly, of either
            (A) 30% or more of the then-outstanding shares of common stock of
            the Company ("Company Common Stock") or (B) securities of the
            Company representing 30% or more of the combined voting power of the
            Company's then outstanding securities eligible to vote for the
            election of directors (the "Company Voting Securities"); provided,
            however, that for purposes of this subsection (ii), the following
            acquisitions shall not constitute a Change in Control: (v) an
            acquisition directly from the Company, (w) an acquisition by the
            Company or a Subsidiary of the Company, (x) an acquisition by a
            Person who is on the Effective Date the beneficial owner, directly
            or indirectly, of 50% or more of the Company Common Stock or the
            Company Voting Securities, (y) an acquisition by any employee
            benefit plan (or related trust) sponsored or maintained by the
            Company or any Subsidiary of the Company, or (z) an acquisition
            pursuant to a Non-Qualifying Transaction (as defined in subsection
            (iii) below); or

                  (iii) the consummation of a reorganization, merger,
            consolidation, statutory share exchange or similar form of corporate
            transaction involving the Company or a Subsidiary (a
            "Reorganization"), or the sale or other disposition of all or
            substantially all of the Company's assets (a "Sale") or the
            acquisition of assets or stock of another corporation (an
            "Acquisition"), unless immediately following such Reorganization,
            Sale or Acquisition: (A) all or substantially all of the individuals
            and entities who were the beneficial owners, respectively, of the
            outstanding Company Common Stock and outstanding Company Voting
            Securities immediately prior to such Reorganization, Sale or
            Acquisition beneficially own, directly or indirectly, more than 60%
            of, respectively, the then outstanding shares of common stock and
            the combined voting power of the then outstanding voting securities
            entitled to vote generally in the election of directors,


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            as the case may be, of the corporation resulting from such
            Reorganization, Sale or Acquisition (including, without limitation,
            a corporation which as a result of such transaction owns the Company
            or all or substantially all of the Company's assets or stock either
            directly or through one or more subsidiaries, the "Surviving
            Corporation") in substantially the same proportions as their
            ownership, immediately prior to such Reorganization, Sale or
            Acquisition, of the outstanding Company Common Stock and the
            outstanding Company Voting Securities, as the case may be, and (B)
            no Person (other than (x) the Company or any Subsidiary of the
            Company, (y) the Surviving Corporation or its ultimate parent
            corporation, or (z) any employee benefit plan (or related trust)
            sponsored or maintained by any of the foregoing is the beneficial
            owner, directly or indirectly, of 30% or more of the total common
            stock or 30% or more of the total voting power of the outstanding
            voting securities eligible to elect directors of the Surviving
            Corporation, and (C) at least a majority of the members of the board
            of directors of the Surviving Corporation were Incumbent Directors
            at the time of the Board's approval of the execution of the initial
            agreement providing for such Reorganization, Sale or Acquisition
            (any Reorganization, Sale or Acquisition which satisfies all of the
            criteria specified in (A), (B) and (C) above shall be deemed to be a
            "Non-Qualifying Transaction"); or

                  (iv)  approval by the stockholders of the Company of a
            complete liquidation or dissolution of the Company.

            (g) "Code" means the Internal Revenue Code of 1986, as amended from
      time to time.

            (h) "Committee" means the committee of the Board described in
      Article 4.

            (i) "Company" means Assurant, Inc., a Delaware corporation.

            (j) "Continuous Status as a Participant" means the absence of any
      interruption or termination of service as an employee, officer, consultant
      or director of the Company or any Affiliate, as applicable; provided
      however, that for purposes of an Incentive Stock Option, or a SAR issued
      in tandem with an Incentive Stock Option, "Continuous Status as a
      Participant" means the absence of any interruption or termination of
      service as an employee of the Company or any Parent or Subsidiary, as
      applicable. Continuous Status as a Participant shall not be considered
      interrupted in the case of any leave of absence authorized in writing by
      the Company prior to its commencement.

            (k) "Disability" or "Disabled" has the same meaning as provided in
      the long-term disability plan or policy maintained by the Company or if
      applicable, most recently maintained, by the Company or if applicable, an
      Affiliate, for the Participant, whether or not such Participant actually
      receives disability benefits under such plan or policy. If no long-term
      disability plan or policy was ever maintained on behalf of Participant or
      if the determination of Disability relates to an Incentive Stock Option,
      Disability means Permanent and Total Disability as defined in Section
      22(e)(3) of the Code. In the event of a dispute, the determination whether
      a Participant is Disabled will be made by the Committee and may be
      supported by the advice of a physician competent in the area to which such
      Disability relates.



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            (l) "Dividend Equivalent" means a right granted to a Participant
      under Article 11.

            (m) "Effective Date" has the meaning assigned such term in Section
      3.1.

            (n) "Eligible Participant" means an employee, officer, consultant or
      director of the Company or any Affiliate. To the extent necessary to
      preserve the employee benefits plan exemption under applicable state
      securities laws or regulations, until such time, if any, as the Company's
      common stock shall be traded on an Exchange, the term "Eligible
      Participant" shall exclude any person who is not an employee of the
      Company or an Affiliate.

            (o) "Exchange" means the New York Stock Exchange or any other
      national securities exchange or, if applicable, the Nasdaq National Market
      on which the Stock may from time to time be listed or traded.

            (p) "Fair Market Value", on any date, means (i) if the Stock is
      listed on a securities exchange or is traded over the Nasdaq National
      Market, the closing sales price on the immediately preceding date on which
      sales were reported, or (ii) if the Stock is not listed on a securities
      exchange or traded over the Nasdaq National Market, the mean between the
      bid and offered prices as quoted by Nasdaq for such immediately preceding
      trading date, provided that if it is determined that the fair market value
      is not properly reflected by such Nasdaq quotations, Fair Market Value
      will be determined by such other method as the Committee determines in
      good faith to be reasonable.

            (q) "Good Reason" has the meaning assigned such term in the
      employment agreement, if any, between a Participant and the Company or an
      Affiliate, provided, however that if there is no such employment agreement
      in which such term is defined, and unless otherwise defined in the
      applicable Award Certificate, "Good Reason" shall mean any of the
      following acts by the Company or an Affiliate without the consent of the
      Participant (in each case, other than an isolated, insubstantial and
      inadvertent action not taken in bad faith and which is remedied by the
      Company or an Affiliate promptly after receipt of notice thereof given by
      the Participant): (i) the assignment to the Participant of duties
      materially inconsistent with, or a material diminution in, the
      Participant's position, authority, duties or responsibilities as in effect
      immediately prior to a Change of Control, (ii) a reduction by the Company
      or an Affiliate in the Participant's base salary, (iii) the Company or an
      Affiliate requiring the Participant, without his or her consent, to be
      based at any office or location more than 35 miles from the location at
      which the Participant was stationed immediately prior to a Change of
      Control, or (iv) the continuing material breach by the Company or an
      Affiliate of any employment agreement between the Participant and the
      Company or an Affiliate after the expiration of any applicable period for
      cure.

            (r) "Grant Date" means the date an Award is made by the Committee.

            (s) "Incentive Stock Option" means an Option that is intended to be
      an incentive stock option and meets the requirements of Section 422 of the
      Code or any successor provision thereto.

            (t) "Non-Employee Director" means a director of the Company who is
      not a common law employee of the Company or any Affiliate.



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            (u) "Nonstatutory Stock Option" means an Option that is not an
      Incentive Stock Option.

            (v) "Option" means a right granted to a Participant under Article 7
      of the Plan to purchase Stock at a specified price during specified time
      periods. An Option may be either an Incentive Stock Option or a
      Nonstatutory Stock Option.

            (w) "Other Stock-Based Award" means a right, granted to a
      Participant under Article 12, that relates to or is valued by reference to
      Stock or other Awards relating to Stock.

            (x) "Parent" means a corporation, limited liability company,
      partnership or other entity which owns or beneficially owns a majority of
      the outstanding voting stock or voting power of the Company.
      Notwithstanding the above, with respect to an Incentive Stock Option,
      Parent shall have the meaning set forth in Section 424(e) of the Code.

            (y) "Participant" means a person who, as an employee, officer,
      director or consultant of the Company or any Affiliate, has been granted
      an Award under the Plan; provided that in the case of the death of a
      Participant, the term "Participant" refers to a beneficiary designated
      pursuant to Section 13.5 or the legal guardian or other legal
      representative acting in a fiduciary capacity on behalf of the Participant
      under applicable state law and court supervision.

            (z) "Performance Award" means Performance Shares or Performance
      Units granted pursuant to Article 9.

            (aa) "Performance Share" means any right granted to a Participant
      under Article 9 to a unit to be valued by reference to a designated number
      of Shares to be paid upon achievement of such performance goals as the
      Committee establishes with regard to such Performance Share.

            (bb) "Performance Unit" means a right granted to a Participant under
      Article 9 to a unit valued by reference to a designated amount of cash or
      property other than Shares to be paid to the Participant upon achievement
      of such performance goals as the Committee establishes with regard to such
      Performance Unit.

            (cc) "Person" means any individual, entity or group, within the
      meaning of Section 13(d)(3) or 14(d)(2) of the 1934 Act.

            (dd) "Plan" means this 2004 Long-Term Incentive Plan, as amended
      from time to time.

            (ee) "Public Offering" shall occur on the closing date of a public
      offering of any class or series of the Company's equity securities
      pursuant to a registration statement filed by the Company under the 1933
      Act.

            (ff) "Restricted Stock Award" means Stock granted to a Participant
      under Article 10 that is subject to certain restrictions and to risk of
      forfeiture.



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            (gg) "Shares" means shares of the Company's Stock. If there has been
      an adjustment or substitution pursuant to Section 14.1, the term "Shares"
      shall also include any shares of stock or other securities that are
      substituted for Shares or into which Shares are adjusted pursuant to
      Section 14.1.

            (hh) "Stock" means the $0.01 par value common stock of the Company
      and such other securities of the Company as may be substituted for Stock
      pursuant to Article 14.

            (ii) "Stock Appreciation Right" or "SAR" means a right granted to a
      Participant under Article 8 to receive a payment equal to the difference
      between the Fair Market Value of a Share as of the date of exercise of the
      SAR over the grant price of the SAR, all as determined pursuant to Article
      8.

            (jj) "Subsidiary" means any corporation, limited liability company,
      partnership or other entity of which a majority of the outstanding voting
      stock or voting power is beneficially owned directly or indirectly by the
      Company. Notwithstanding the above, with respect to an Incentive Stock
      Option, Subsidiary shall have the meaning set forth in Section 424(f) of
      the Code.

            (kk) "1933 Act" means the Securities Act of 1933, as amended from
      time to time.

            (ll) "1934 Act" means the Securities Exchange Act of 1934, as
      amended from time to time.

                                    ARTICLE 3
                                  TERM OF PLAN

      3.1 EFFECTIVE DATE. The Plan was adopted by the Board on October 15, 2003.
The Plan was approved by the sole stockholder of the Company on October 15,
2003. The Plan will become effective on the closing date of the initial Public
Offering of the Stock, which is anticipated to occur in 2004.

      3.2 TERMINATION OF PLAN. The Plan shall terminate on October 15, 2013,
which is ten (10) years after the date on which the Board adopted the Plan. The
termination of the Plan on such date shall not affect the validity of any Award
outstanding on the date of termination.

                                    ARTICLE 4
                                 ADMINISTRATION

      4.1. COMMITTEE. The Plan shall be administered by a Committee appointed by
the Board (which Committee shall consist of at least two directors) or, at the
discretion of the Board from time to time, the Plan may be administered by the
Board. It is intended that at least two of the directors appointed to serve on
the Committee shall be "non-employee directors" (within the meaning of Rule
16b-3 promulgated under the 1934 Act)"" and that any such members of the
Committee who do not so qualify shall abstain from participating in any decision
to make or administer Awards that are made to Eligible Participants who at the
time of consideration for such Award are persons subject to the short-swing
profit rules of Section 16 of the 1934 Act. However, the mere fact that a
Committee member shall fail to qualify under the foregoing


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requirements or shall fail to abstain from such action shall not invalidate any
Award made by the Committee which Award is otherwise validly made under the
Plan. The members of the Committee shall be appointed by, and may be changed at
any time and from time to time in the discretion of, the Board. The Board may
reserve to itself any or all of the authority and responsibility of the
Committee under the Plan or may act as administrator of the Plan for any and all
purposes. To the extent the Board has reserved any authority and responsibility
or during any time that the Board is acting as administrator of the Plan, it
shall have all the powers of the Committee hereunder, and any reference herein
to the Committee (other than in this Section 4.1) shall include the Board. To
the extent any action of the Board under the Plan conflicts with actions taken
by the Committee, the actions of the Board shall control.

      4.2 ACTION AND INTERPRETATIONS BY THE COMMITTEE. For purposes of
administering the Plan, the Committee may from time to time adopt rules,
regulations, guidelines and procedures for carrying out the provisions and
purposes of the Plan and make such other determinations, not inconsistent with
the Plan, as the Committee may deem appropriate. The Committee's interpretation
of the Plan, any Awards granted under the Plan, any Award Certificate and all
decisions and determinations by the Committee with respect to the Plan are
final, binding, and conclusive on all parties. Each member of the Committee is
entitled to, in good faith, rely or act upon any report or other information
furnished to that member by any officer or other employee of the Company or any
Affiliate, the Company's or an Affiliate's independent certified public
accountants, Company counsel or any executive compensation consultant or other
professional retained by the Company to assist in the administration of the
Plan.

      4.3 AUTHORITY OF COMMITTEE. Except as provided below, the Committee has
the exclusive power, authority and discretion to:

            (a) Grant Awards;

            (b) Designate Participants;

            (c) Determine the type or types of Awards to be granted to each
      Participant;

            (d) Determine the number of Awards to be granted and the number of
      Shares to which an Award will relate;

            (e) Determine the terms and conditions of any Award granted under
      the Plan, including but not limited to, the exercise price, grant price,
      or purchase price, any restrictions or limitations on the Award, any
      schedule for lapse of forfeiture restrictions or restrictions on the
      exercisability of an Award, and accelerations or waivers thereof, based in
      each case on such considerations as the Committee in its sole discretion
      determines;

            (f) Accelerate the vesting, exercisability or lapse of restrictions
      of any outstanding Award, in accordance with Article 13, based in each
      case on such considerations as the Committee in its sole discretion
      determines;

            (g) Determine whether, to what extent, and under what circumstances
      an Award may be settled in, or the exercise price of an Award may be paid
      in, cash, Stock, other Awards, or other property, or an Award may be
      canceled, forfeited, or surrendered;



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            (h) Prescribe the form of each Award Certificate, which need not be
      identical for each Participant;

            (i) Decide all other matters that must be determined in connection
      with an Award;

            (j) Establish, adopt or revise any rules, regulations, guidelines or
      procedures as it may deem necessary or advisable to administer the Plan;

            (k) Make all other decisions and determinations that may be required
      under the Plan or as the Committee deems necessary or advisable to
      administer the Plan;

            (l) Amend the Plan or any Award Certificate as provided herein; and

            (m) Adopt such modifications, procedures, and subplans as may be
      necessary or desirable to comply with provisions of the laws of non-U.S.
      jurisdictions in which the Company or any Affiliate may operate, in order
      to assure the viability of the benefits of Awards granted to participants
      located in such other jurisdictions and to meet the objectives of the
      Plan.

      To the extent permitted under Delaware law, the Board or the Committee may
expressly delegate to any individual or group of individuals some or all of the
Committee's authority under subsections (a) through (i) above, except that no
delegation of its duties and responsibilities may be made with respect to Awards
to Eligible Participants who are subject to the short-swing profit rules of
Section 16 of the 1934 Act. The acts of such delegates shall be treated
hereunder as acts of the Committee and such delegates shall report to the
Committee regarding the delegated duties and responsibilities.

      4.4. AWARD CERTIFICATES. Each Award shall be evidenced by an Award
Certificate. Each Award Certificate shall include such provisions, not
inconsistent with the Plan, as may be specified by the Committee.


                                    ARTICLE 5
                           SHARES SUBJECT TO THE PLAN

      5.1. NUMBER OF SHARES. Subject to adjustment as provided in Section 14.1
and 5.2, the aggregate number of Shares reserved and available for issuance
pursuant to Awards granted under the Plan shall be 10,000,000.

      5.2. LAPSED AWARDS.

            (a) To the extent that an Award is canceled, terminates, expires, is
      forfeited or lapses for any reason, any unissued Shares subject to the
      Award will again be available for issuance pursuant to Awards granted
      under the Plan.

            (b) Shares subject to Awards settled in cash will again be available
      for issuance pursuant to Awards granted under the Plan.

            (c) If the exercise price of an Option is satisfied by delivering
      Shares to the Company (by either actual delivery or attestation), only the
      number of Shares issued in


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      excess of the delivery or attestation shall be considered for purposes of
      determining the number of Shares remaining available for issuance pursuant
      to Awards granted under the Plan.

            (d) To the extent that the full number of Shares subject to an
      Option is not issued upon exercise of the Option for any reason (other
      than Shares used to satisfy an applicable tax withholding obligation),
      only the number of Shares issued and delivered upon exercise of the Option
      shall be considered for purposes of determining the number of Shares
      remaining available for issuance pursuant to Awards granted under the
      Plan. Nothing in this subsection shall imply that any particular type of
      cashless exercise of an Option is permitted under the Plan, that decision
      being reserved to the Committee.

      5.3. STOCK DISTRIBUTED. Any Stock distributed pursuant to an Award may
consist, in whole or in part, of authorized and unissued Stock, treasury Stock,
or Stock purchased on the open market.

                                    ARTICLE 6
                                   ELIGIBILITY

      6.1. GENERAL. Awards may be granted only to Eligible Participants; except
that Incentive Stock Options may not be granted to Eligible Participants who are
not employees of the Company or a Parent or Subsidiary as defined in Section
424(e) and (f) of the Code.

                                    ARTICLE 7
                                  STOCK OPTIONS

      7.1. GENERAL. The Committee is authorized to grant Options to Participants
on the following terms and conditions:

            (a) EXERCISE PRICE. The exercise price per Share under an Option
      shall be determined by the Committee, subject to Section 7.2(a) with
      respect to an Incentive Stock Option.

            (b) TIME AND CONDITIONS OF EXERCISE. The Committee shall determine
      the time or times at which an Option may be exercised in whole or in part,
      subject to Section 7.1(d). The Committee shall also determine the
      performance or other conditions, if any, that must be satisfied before all
      or part of an Option may be exercised or vested. The Committee may waive
      any exercise or vesting provisions at any time in whole or in part based
      upon factors as the Committee may determine in its sole discretion so that
      the Option becomes exercisable or vested at an earlier date. The Committee
      may permit an arrangement whereby receipt of Stock upon exercise of an
      Option is delayed until a specified future date.

            (c) PAYMENT. The Committee shall determine the methods by which the
      exercise price of an Option may be paid, the form of payment, including,
      without limitation, cash, Shares, or other property (including "cashless
      exercise" arrangements), and the methods by which Shares shall be
      delivered or deemed to be delivered to Participants; provided, however,
      that if Shares are used to pay the exercise price of an Option, such
      Shares must have been held by the Participant for such period of time, if
      any, as necessary to avoid variable accounting for the Option.



                                     - 9 -
<PAGE>

            (d) EXERCISE TERM. In no event may any Option be exercisable for
      more than ten years from the Grant Date.

            (e) ADDITIONAL OPTIONS UPON EXERCISE. The Committee may, in its sole
      discretion, provide in an original Award Certificate for the automatic
      grant of a new Option to any Participant who delivers Shares as full or
      partial payment of the exercise price of the original Option. Any new
      Option granted in such a case (i) shall be for the same number of Shares
      as the Participant delivered in exercising the original Option, (ii) shall
      have an exercise price of 100% of the Fair Market Value of the surrendered
      Shares on the date of exercise of the original Option (the grant date for
      the new Option), and (iii) shall have a term equal to the unexpired term
      of the original Option.

      7.2. INCENTIVE STOCK OPTIONS. The terms of any Incentive Stock Options
granted under the Plan must comply with the following additional rules:

            (a) EXERCISE PRICE. The exercise price of an Incentive Stock Option
      shall not be less than the Fair Market Value as of the Grant Date.

            (b) LAPSE OF OPTION. An Incentive Stock Option shall lapse upon the
      earliest of the following circumstances; provided, however, that the
      Committee may, prior to the lapse of the Incentive Stock Option under the
      circumstances described in subsections (3), (4), (5) and (6) below,
      provide in writing that the Option will extend until a later date, but if
      an Option is so extended and is exercised after the dates specified in
      subsections (3) and (4) below or more than three months after termination
      of employment for any other reason, it will automatically become a
      Nonstatutory Stock Option:

                  (1) The expiration date set forth in the Award Certificate.

                  (2) The tenth anniversary of the Grant Date.

                  (3) Three months after termination of the Participant's
            Continuous Status as a Participant for any reason other than the
            Participant's Disability, death or termination by the Company for
            Cause.

                  (4) One year after the termination of the Participant's
            Continuous Status as a Participant by reason of the Participant's
            Disability.

                  (5) One year after the termination of the Participant's death
            if the Participant dies while employed, or during the three-month
            period described in paragraph (3) or during the one-year period
            described in paragraph (4) and before the Option otherwise lapses.

                  (6) The termination of the Participant's Continuous Status as
            a Participant if such termination is for Cause.

            Unless the exercisability of the Incentive Stock Option is
      accelerated as provided in Article 13, if a Participant exercises an
      Option after termination of employment, the Option may be exercised only
      with respect to the Shares that were otherwise vested on the Participant's
      termination of employment. Upon the Participant's death, any


                                     - 10 -
<PAGE>

      exercisable Incentive Stock Options may be exercised by the Participant's
      beneficiary, determined in accordance with Section 13.5.

            (c) INDIVIDUAL DOLLAR LIMITATION. The aggregate Fair Market Value
      (determined as of the Grant Date) of all Shares with respect to which
      Incentive Stock Options are first exercisable by a Participant in any
      calendar year may not exceed $100,000.00.

            (d) TEN PERCENT OWNERS. No Incentive Stock Option shall be granted
      to any individual who, at the Grant Date, owns stock possessing more than
      ten percent of the total combined voting power of all classes of stock of
      the Company or any Parent or Subsidiary unless the exercise price per
      Share of such Option is at least 110% of the Fair Market Value per Share
      at the Grant Date and the Option expires no later than five years after
      the Grant Date.

            (e) EXPIRATION OF AUTHORITY TO GRANT INCENTIVE STOCK OPTIONS. No
      Incentive Stock Option may be granted pursuant to the Plan after the day
      immediately prior to the tenth anniversary of date the Plan was adopted by
      the Board, or the termination of the Plan, if earlier.

            (f) RIGHT TO EXERCISE. During a Participant's lifetime, an Incentive
      Stock Option may be exercised only by the Participant or, in the case of
      the Participant's Disability, by the Participant's guardian or legal
      representative.

            (g) ELIGIBLE GRANTEES. The Committee may not grant an Incentive
      Stock Option to a person who is not at the Grant Date an employee of the
      Company or a Parent or Subsidiary.

                                    ARTICLE 8
                            STOCK APPRECIATION RIGHTS

      8.1. GRANT OF STOCK APPRECIATION RIGHTS. The Committee is authorized to
grant Stock Appreciation Rights to Participants on the following terms and
conditions:

            (a) 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:

                  (1) The Fair Market Value of one Share on the date of
            exercise; over

                  (2) 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 in the case of any Stock
            Appreciation Right related to an Incentive Stock Option.

            (b) OTHER TERMS. All awards of Stock Appreciation Rights shall be
      evidenced by an Award Certificate. The terms, methods of exercise, methods
      of settlement, form of consideration payable in settlement, and any other
      terms and conditions of any Stock Appreciation Right shall be determined
      by the Committee at the time of the grant of the Award and shall be
      reflected in the Award Certificate.



                                     - 11 -
<PAGE>

                                    ARTICLE 9
                               PERFORMANCE AWARDS

      9.1. GRANT OF PERFORMANCE AWARDS. The Committee is authorized to grant
Performance Shares or Performance Units to Participants on such terms and
conditions as may be selected by the Committee. The Committee shall have the
complete discretion to determine the number of Performance Shares or Performance
Units granted to each Participant and to designate the provisions of such
Performance Awards as provided in Section 4.3.

      9.2. PERFORMANCE GOALS. The Committee may establish performance goals for
Performance Awards which may be based on any criteria selected by the Committee.
Such performance goals may be described in terms of Company-wide objectives or
in terms of objectives that relate to the performance of an Affiliate or a
division, region, department or function within the Company or an Affiliate. If
the Committee determines that a change in the business, operations, corporate
structure or capital structure of the Company or the manner in which the Company
or an Affiliate conducts its business, or other events or circumstances render
performance goals to be unsuitable, the Committee may modify such performance
goals in whole or in part, as the Committee deems appropriate. If a Participant
is promoted, demoted or transferred to a different business unit or function
during a performance period, the Committee may determine that the performance
goals or performance period are no longer appropriate and may (i) adjust, change
or eliminate the performance goals or the applicable performance period as it
deems appropriate to make such goals and period comparable to the initial goals
and period, or (ii) make a cash payment to the participant in amount determined
by the Committee.

      9.3. RIGHT TO PAYMENT. The grant of a Performance Share to a Participant
will entitle the Participant to receive at a specified later time a specified
number of Shares, or the equivalent cash value, if the performance goals
established by the Committee are achieved and the other terms and conditions
thereof are satisfied. The grant of a Performance Unit to a Participant will
entitle the Participant to receive at a specified later time a specified dollar
value in cash or other property, including Shares, variable under conditions
specified in the Award, if the performance goals in the Award are achieved and
the other terms and conditions thereof are satisfied. The Committee shall set
performance goals and other terms or conditions to payment of the Performance
Awards in its discretion which, depending on the extent to which they are met,
will determine the number and value of the Performance Awards that will be paid
to the Participant.

      9.4. OTHER TERMS. Performance Awards may be payable in cash, Stock, or
other property, and have such other terms and conditions as determined by the
Committee and reflected in the Award Certificate. For purposes of determining
the number of Shares to be used in payment of a Performance Award denominated in
cash but payable in whole or in part in Shares or Restricted Stock, the number
of Shares to be so paid will be determined by dividing the cash value of the
Award to be so paid by the Fair Market Value of a Share on the date of
determination by the Committee of the amount of the payment under the Award, or,
if the Committee so directs, the date immediately preceding the date the Award
is paid.



                                     - 12 -
<PAGE>

                                   ARTICLE 10

                             RESTRICTED STOCK AWARDS

      10.1. GRANT OF RESTRICTED STOCK. The Committee is authorized to make
Awards of Restricted Stock to Participants in such amounts and subject to such
terms and conditions as may be selected by the Committee.

      10.2. ISSUANCE AND RESTRICTIONS. Restricted Stock shall be subject to such
restrictions on transferability and other restrictions as the Committee may
impose (including, without limitation, limitations on the right to vote
Restricted Stock or the right to receive dividends on the Restricted Stock).
These restrictions may lapse separately or in combination at such times, under
such circumstances, in such installments, upon the satisfaction of performance
goals or otherwise, as the Committee determines at the time of the grant of the
Award or thereafter. Except as otherwise provided in an Award Certificate, the
Participant shall have all of the rights of a stockholder with respect to the
Restricted Stock.

      10.3. FORFEITURE. Except as otherwise determined by the Committee at the
time of the grant of the Award or thereafter, upon termination of Continuous
Status as a Participant during the applicable restriction period or upon failure
to satisfy a performance goal during the applicable restriction period,
Restricted Stock that is at that time subject to restrictions shall be
forfeited; provided, however, that the Committee may provide in any Award
Certificate that restrictions or forfeiture conditions relating to Restricted
Stock will be waived in whole or in part in the event of terminations resulting
from specified causes, and the Committee may in other cases waive in whole or in
part restrictions or forfeiture conditions relating to Restricted Stock.

      10.4. CERTIFICATES FOR RESTRICTED STOCK. An Award of Restricted Stock
shall be evidenced by an Award Certificate setting forth the terms, conditions,
and restrictions applicable to share of Restricted Stock. Shares of Restricted
Stock shall be delivered to the Participant at the time of grant either by
book-entry registration or by delivering to the Participant, or a custodian or
escrow agent (including, without limitation, the Company or one or more of its
employees) designated by the Committee, a stock certificate or certificates
registered in the name of the Participant. If physical certificates representing
shares of Restricted Stock are registered in the name of the Participant, such
certificates must bear an appropriate legend referring to the terms, conditions,
and restrictions applicable to such Restricted Stock.

                                   ARTICLE 11
                              DIVIDEND EQUIVALENTS

      11.1 GRANT OF DIVIDEND EQUIVALENTS. The Committee is authorized to grant
Dividend Equivalents to Participants subject to such terms and conditions as may
be selected by the Committee. Dividend Equivalents shall entitle the Participant
to receive payments equal to dividends with respect to all or a portion of the
number of Shares of Stock subject to an Award, as determined by the Committee.
The Committee may provide that Dividend Equivalents be paid or distributed when
accrued or be deemed to have been reinvested in additional Shares of Stock, or
otherwise reinvested.

                                   ARTICLE 12
                        STOCK OR OTHER STOCK-BASED AWARDS

      12.1. GRANT OF STOCK OR OTHER STOCK-BASED AWARDS. The Committee is
authorized, subject to limitations under applicable law, to grant to
Participants such other


                                     - 13 -
<PAGE>

Awards that are payable in, valued in whole or in part by reference to, or
otherwise based on or related to Shares, as deemed by the Committee to be
consistent with the purposes of the Plan, including without limitation Shares
awarded purely as a "bonus" and not subject to any restrictions or conditions,
convertible or exchangeable debt securities, other rights convertible or
exchangeable into Shares, and Awards valued by reference to book value of Shares
or the value of securities of or the performance of specified Parents or
Subsidiaries. The Committee shall determine the terms and conditions of such
Awards.

                                   ARTICLE 13
                         PROVISIONS APPLICABLE TO AWARDS

      13.1. STAND-ALONE, TANDEM, AND SUBSTITUTE AWARDS. Awards granted under the
Plan may, in the discretion of the Committee, be granted either alone or in
addition to, in tandem with, or (subject to Section 15.2(c)) in substitution
for, any other Award granted under the Plan. If an Award is granted in
substitution for another Award, the Committee may require the surrender of such
other Award in consideration of the grant of the new Award. Awards granted in
addition to or in tandem with other Awards may be granted either at the same
time as or at a different time from the grant of such other Awards.

      13.2. TERM OF AWARD. The term of each Award shall be for the period as
determined by the Committee, provided that in no event shall the term of any
Incentive Stock Option or a Stock Appreciation Right granted in tandem with the
Incentive Stock Option exceed a period of ten years from its Grant Date (or, if
Section 7.2(d) applies, five years from its Grant Date).

      13.3. FORM OF PAYMENT FOR AWARDS. Subject to the terms of the Plan and any
applicable law or Award Certificate, payments or transfers to be made by the
Company or an Affiliate on the grant or exercise of an Award may be made in such
form as the Committee determines at or after the Grant Date, including without
limitation, cash, Stock, other Awards, or other property, or any combination,
and may be made in a single payment or transfer, in installments, or on a
deferred basis, in each case determined in accordance with rules adopted by, and
at the discretion of, the Committee.

      13.4. LIMITS ON TRANSFER. No right or interest of a Participant in any
unexercised or restricted Award may be pledged, encumbered, or hypothecated to
or in favor of any party other than the Company or an Affiliate, or shall be
subject to any lien, obligation, or liability of such Participant to any other
party other than the Company or an Affiliate. No unexercised or restricted Award
shall be assignable or transferable by a Participant other than by will or the
laws of descent and distribution or, except in the case of an Incentive Stock
Option, pursuant to a domestic relations order that would satisfy Section
414(p)(1)(A) of the Code if such Section applied to an Award under the Plan;
provided, however, that the Committee may (but need not) permit other transfers
where the Committee concludes that such transferability (i) does not result in
accelerated taxation, (ii) does not cause any Option intended to be an Incentive
Stock Option to fail to be described in Code Section 422(b), and (iii) is
otherwise appropriate and desirable, taking into account any factors deemed
relevant, including without limitation, state or federal tax or securities laws
applicable to transferable Awards.

      13.5 BENEFICIARIES. Notwithstanding Section 13.4, a Participant may, in
the manner determined by the Committee, designate a beneficiary to exercise the
rights of the Participant and to receive any distribution with respect to any
Award upon the Participant's death. A beneficiary, legal guardian, legal
representative, or other person claiming any rights under the


                                     - 14 -
<PAGE>

Plan is subject to all terms and conditions of the Plan and any Award
Certificate applicable to the Participant, except to the extent the Plan and
Award Certificate otherwise provide, and to any additional restrictions deemed
necessary or appropriate by the Committee. If no beneficiary has been designated
or survives the Participant, payment shall be made to the Participant's estate.
Subject to the foregoing, a beneficiary designation may be changed or revoked by
a Participant at any time provided the change or revocation is filed with the
Committee.

      13.6. STOCK CERTIFICATES. All Stock issuable under the Plan is subject to
any stop-transfer orders and other restrictions as the Committee deems necessary
or advisable to comply with federal or state securities laws, rules and
regulations and the rules of any national securities exchange or automated
quotation system on which the Stock is listed, quoted, or traded. The Committee
may place legends on any Stock certificate or issue instructions to the transfer
agent to reference restrictions applicable to the Stock.

      13.7 ACCELERATION UPON DEATH OR DISABILITY. Except as otherwise provided
in the Award Certificate or special plan document governing an Award, upon the
Participant's death or Disability during his or her Continuous Status as a
Participant, all of such Participant's outstanding Options, SARs, and other
Awards in the nature of rights that may be exercised shall become fully
exercisable and all restrictions on his or her outstanding Awards shall lapse.
Any exercisable Awards shall thereafter continue or lapse in accordance with the
other provisions of the Plan and the Award Certificate or special plan document
governing the Award. To the extent that this provision causes Incentive Stock
Options to exceed the dollar limitation set forth in Section 7.2(c), the excess
Options shall be deemed to be Nonstatutory Stock Options.

      13.8. ACCELERATION UPON A CHANGE OF CONTROL. Except as otherwise provided
in the Award Certificate or special plan document governing an Award, all of a
Participant's outstanding Options, SARs and other Awards in the nature of rights
that may be exercised shall become fully exercisable and all restrictions on his
or her outstanding Awards shall lapse if the Participant's employment is
terminated without Cause or the Participant resigns for Good Reason within two
years after the effective date of a Change of Control.

      13.9. ACCELERATION FOR OTHER REASONS. Regardless of whether an event has
occurred as described in Section 13.7 or 13.8 above, the Committee may in its
sole discretion at any time determine that all or a portion of a Participant's
Options, SARs and other Awards in the nature of rights that may be exercised
shall become fully or partially exercisable, and/or that all or a part of the
restrictions on all or a portion of a Participant's outstanding Awards shall
lapse, in each case, as of such date as the Committee may, in its sole
discretion, declare. The Committee may discriminate among Participants and among
Awards granted to a Participant in exercising its discretion pursuant to this
Section 13.9.

      13.10 EFFECT OF ACCELERATION. If an Award is accelerated under Section
13.8 or Section 13.9, the Committee may, in its sole discretion, provide (i)
that the Award will expire after a designated period of time after such
acceleration to the extent not then exercised, (ii) that the Award will be
settled in cash rather than Stock, (iii) that the Award will be assumed by
another party to a transaction giving rise to the acceleration or otherwise be
equitably converted or substituted in connection with such transaction, (iv)
that the Award may be settled by payment in cash or cash equivalents equal to
the excess of the Fair Market Value of the underlying Stock, as of a specified
date associated with the transaction, over the exercise price of the Award, or
(v) any combination of the foregoing. The Committee's determination need not be
uniform and may be different for different Participants whether or not such
Participants are similarly situated. To


                                     - 15 -
<PAGE>

the extent that such acceleration causes Incentive Stock Options to exceed the
dollar limitation set forth in Section 7.2(c), the excess Options shall be
deemed to be Nonstatutory Stock Options.

      13.11 TERMINATION OF EMPLOYMENT. Whether military, government or other
service or other leave of absence shall constitute a termination of employment
shall be determined in each case by the Committee at its discretion, and any
determination by the Committee shall be final and conclusive. A Participant's
Continuous Status as a Participant shall not be deemed to terminate (i) in a
circumstance in which a Participant transfers from the Company to an Affiliate,
transfers from an Affiliate to the Company, or transfers from one Affiliate to
another Affiliate, or (ii) in the discretion of the Committee as specified at or
prior to such occurrence, in the case of a spin-off, sale or disposition of the
Participant's employer from the Company or any Affiliate. To the extent that
this provision causes Incentive Stock Options to extend beyond three months from
the date a Participant is deemed to be an employee of the Company, a Parent or
Subsidiary for purposes of Sections 424(e) and 424(f) of the Code, the Options
held by such Participant shall be deemed to be Nonstatutory Stock Options.

                                   ARTICLE 14
                          CHANGES IN CAPITAL STRUCTURE

      14.1. GENERAL. In the event of a corporate event or transaction involving
the Company (including, without limitation, any stock dividend, stock split,
extraordinary cash dividend, recapitalization, reorganization, merger,
consolidation, split-up, spin-off, combination or exchange of shares), the
authorization limits under Section 5.1 shall be adjusted proportionately, and
the Committee may adjust Awards to preserve the benefits or potential benefits
of the Awards. Action by the Committee may include: (i) adjustment of the number
and kind of shares which may be delivered under the Plan; (ii) adjustment of the
number and kind of shares subject to outstanding Awards; (iii) adjustment of the
exercise price of outstanding Awards or the measure to be used to determine the
amount of the benefit payable on an Award; and (iv) any other adjustments that
the Committee determines to be equitable. In addition, the Committee may, in its
sole discretion, provide (i) that Awards will be settled in cash rather than
Stock, (ii) that Awards will become immediately vested and exercisable and will
expire after a designated period of time to the extent not then exercised, (iii)
that Awards will be assumed by another party to a transaction or otherwise be
equitably converted or substituted in connection with such transaction, (iv)
that outstanding Awards may be settled by payment in cash or cash equivalents
equal to the excess of the Fair Market Value of the underlying Stock, as of a
specified date associated with the transaction, over the exercise price of the
Award, or (v) any combination of the foregoing. The Committee's determination
need not be uniform and may be different for different Participants whether or
not such Participants are similarly situated. Without limiting the foregoing, in
the event of a subdivision of the outstanding Stock (stock-split), a declaration
of a dividend payable in Shares, or a combination or consolidation of the
outstanding Stock into a lesser number of Shares, the authorization limits under
Section 5.1 shall automatically be adjusted proportionately, and the Shares then
subject to each Award shall automatically be adjusted proportionately without
any change in the aggregate purchase price therefor.

                                   ARTICLE 15
                     AMENDMENT, MODIFICATION AND TERMINATION

      15.1. AMENDMENT, MODIFICATION AND TERMINATION. The Board or the Committee
may, at any time and from time to time, amend, modify or terminate the Plan
without stockholder approval; provided, however, that if an amendment to the
Plan would, in the reasonable opinion of the Board or the Committee, (i)
materially increase the number of Shares available under


                                     - 16 -
<PAGE>

the Plan, (ii) expand the types of awards available under the Plan, (iii)
materially extend the term of the Plan, or (iv) otherwise constitute a material
change requiring stockholder approval under applicable laws, policies or
regulations or the applicable listing or other requirements of an Exchange, then
such amendment shall be subject to stockholder approval; and provided further,
that the Board or Committee may condition any other amendment or modification on
the approval of stockholders of the Company for any reason, including by reason
of such approval being necessary or deemed advisable to (i) permit Awards made
hereunder to be exempt from liability under Section 16(b) of the 1934 Act, (ii)
to comply with the listing or other requirements of an Exchange, or (iii) to
satisfy any other tax, securities or other applicable laws, policies or
regulations.

      15.2. AWARDS PREVIOUSLY GRANTED. At any time and from time to time, the
Committee may amend, modify or terminate any outstanding Award without approval
of the Participant; provided, however:

            (a) Subject to the terms of the applicable Award Certificate, such
      amendment, modification or termination shall not, without the
      Participant's consent, reduce or diminish the value of such Award
      determined as if the Award had been exercised, vested, cashed in or
      otherwise settled on the date of such amendment or termination (with the
      per-share value of an Option or Stock Appreciation Right for this purpose
      being calculated as the excess, if any, of the Fair Market Value as of the
      date of such amendment or termination over the exercise or base price of
      such Award);

            (b) The original term of an Option may not be extended without the
      prior approval of the stockholders of the Company;

            (c) Except as otherwise provided in Article 14, the exercise price
      of an Option may not be reduced, directly or indirectly, without the prior
      approval of the stockholders of the Company; and

            (d) No termination, amendment, or modification of the Plan shall
      adversely affect any Award previously granted under the Plan, without the
      written consent of the Participant affected thereby. An outstanding Award
      shall not be deemed to be "adversely affected" by a Plan amendment if such
      amendment would not reduce or diminish the value of such Award determined
      as if the Award had been exercised, vested, cashed in or otherwise settled
      on the date of such amendment (with the per-share value of an Option or
      Stock Appreciation Right for this purpose being calculated as the excess,
      if any, of the Fair Market Value as of the date of such amendment over the
      exercise or base price of such Award).

                                   ARTICLE 16
                               GENERAL PROVISIONS

      16.1. NO RIGHTS TO AWARDS; NON-UNIFORM DETERMINATIONS. No Participant or
any Eligible Participant shall have any claim to be granted any Award under the
Plan. Neither the Company, its Affiliates nor the Committee is obligated to
treat Participants or Eligible Participants uniformly, and determinations made
under the Plan may be made by the Committee selectively among Eligible
Participants who receive, or are eligible to receive, Awards (whether or not
such Eligible Participants are similarly situated).



                                     - 17 -
<PAGE>

      16.2. NO STOCKHOLDER RIGHTS. No Award gives a Participant any of the
rights of a stockholder of the Company unless and until Shares are in fact
issued to such person in connection with such Award.

      16.3. WITHHOLDING. The Company or any Affiliate shall have the authority
and the right to deduct or withhold, or require a Participant to remit to the
Company, an amount sufficient to satisfy federal, state, and local taxes
(including the Participant's FICA obligation) required by law to be withheld
with respect to any exercise, lapse of restriction or other taxable event
arising as a result of the Plan. If Shares are surrendered to the Company to
satisfy withholding obligations in excess of the minimum withholding obligation,
such Shares must have been held by the Participant as fully vested shares for
such period of time, if any, as necessary to avoid variable accounting for the
Award. With respect to withholding required upon any taxable event under the
Plan, the Committee may, at the time the Award is granted or thereafter, require
or permit that any such withholding requirement be satisfied, in whole or in
part, by withholding from the Award Shares having a Fair Market Value on the
date of withholding equal to the minimum amount (and not any greater amount)
required to be withheld for tax purposes, all in accordance with such procedures
as the Committee establishes.

      16.4. NO RIGHT TO CONTINUED SERVICE. Nothing in the Plan, any Award
Certificate or any other document or statement made with respect to the Plan,
shall interfere with or limit in any way the right of the Company or any
Affiliate to terminate any Participant's employment or status as an officer,
director or consultant at any time, nor confer upon any Participant any right to
continue as an employee, officer, director or consultant of the Company or any
Affiliate, whether for the duration of a Participant's Award or otherwise.

      16.5. UNFUNDED STATUS OF AWARDS. The Plan is intended to be an "unfunded"
plan for incentive and deferred compensation. With respect to any payments not
yet made to a Participant pursuant to an Award, nothing contained in the Plan or
any Award Certificate shall give the Participant any rights that are greater
than those of a general creditor of the Company or any Affiliate.

      16.6. 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.

      16.7. RELATIONSHIP TO OTHER BENEFITS. No payment under the Plan shall be
taken into account in determining any benefits under any pension, retirement,
savings, profit sharing, group insurance, welfare or benefit plan of the Company
or any Affiliate unless provided otherwise in such other plan.



                                     - 18 -
<PAGE>

      16.8. EXPENSES. The expenses of administering the Plan shall be borne by
the Company and its Affiliates.

      16.9. TITLES AND HEADINGS. The titles and headings of the Sections in the
Plan are for convenience of reference only, and in the event of any conflict,
the text of the Plan, rather than such titles or headings, shall control.

      16.10 GENDER AND NUMBER. Except where otherwise indicated by the context,
any masculine term used herein also shall include the feminine; the plural shall
include the singular and the singular shall include the plural.

      16.11 FRACTIONAL SHARES. No fractional Shares shall be issued and the
Committee shall determine, in its discretion, whether cash shall be given in
lieu of fractional Shares or whether such fractional Shares shall be eliminated
by rounding up or down.

      16.12 GOVERNMENT AND OTHER REGULATIONS.

            (a) Notwithstanding any other provision of the Plan, no Participant
      who acquires Shares pursuant to the Plan may, during any period of time
      that such Participant is an affiliate of the Company (within the meaning
      of the rules and regulations of the Securities and Exchange Commission
      under the 1933 Act), sell such Shares, unless such offer and sale is made
      (i) pursuant to an effective registration statement under the 1933 Act,
      which is current and includes the Shares to be sold, or (ii) pursuant to
      an appropriate exemption from the registration requirements of the 1933
      Act, such as that set forth in Rule 144 promulgated under the 1933 Act.

            (b) Notwithstanding any other provision of the Plan, if at any time
      the Committee shall determine that the registration, listing or
      qualification of the Shares covered by an Award upon any Exchange or under
      any foreign, federal, state or local law or practice, or the consent or
      approval of any governmental regulatory body, is necessary or desirable as
      a condition of, or in connection with, the granting of such Award or the
      purchase or receipt of Shares thereunder, no Shares may be purchased,
      delivered or received pursuant to such Award unless and until such
      registration, listing, qualification, consent or approval shall have been
      effected or obtained free of any condition not acceptable to the
      Committee. Any Participant receiving or purchasing Shares pursuant to an
      Award shall make such representations and agreements and furnish such
      information as the Committee may request to assure compliance with the
      foregoing or any other applicable legal requirements. The Company shall
      not be required to issue or deliver any certificate or certificates for
      Shares under the Plan prior to the Committee's determination that all
      related requirements have been fulfilled. The Company shall in no event be
      obligated to register any securities pursuant to the 1933 Act or
      applicable state or foreign law or to take any other action in order to
      cause the issuance and delivery of such certificates to comply with any
      such law, regulation or requirement.

      16.13 GOVERNING LAW. To the extent not governed by federal law, the Plan
and all Award Certificates shall be construed in accordance with and governed by
the laws of the State of Delaware.

      16.14 ADDITIONAL PROVISIONS. Each Award Certificate may contain such other
terms and conditions as the Committee may determine; provided that such other
terms and conditions are not inconsistent with the provisions of the Plan.



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<PAGE>

      16.15 NO LIMITATIONS ON RIGHTS OF COMPANY. The grant of any Award shall
not in any way affect the right or power of the Company to make adjustments,
reclassification or changes in its capital or business structure or to merge,
consolidate, dissolve, liquidate, sell or transfer all or any part of its
business or assets. The Plan shall not restrict the authority of the Company,
for proper corporate purposes, to draft or assume awards, other than under the
Plan, to or with respect to any person. If the Committee so directs, the Company
may issue or transfer Shares to an Affiliate, for such lawful consideration as
the Committee may specify, upon the condition or understanding that the
Affiliate will transfer such Shares to a Participant in accordance with the
terms of an Award granted to such Participant and specified by the Committee
pursuant to the provisions of the Plan.

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

      The foregoing is hereby acknowledged as being the Assurant, Inc. 2004
Long-Term Incentive Plan as adopted by the Board on October 15, 2003 and
approved by the sole stockholder on October 15, 2003.

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




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