Assurant, Inc. Amended and Restated Directors Compensation Plan



 Exhibit 10.4 
 ASSURANT, INC. 
 AMENDED AND RESTATED DIRECTORS COMPENSATION PLAN 
 ARTICLE 1 
 PURPOSE 

1.1  PURPOSE. The purpose of the Assurant, Inc. Amended and Restated Directors Compensation Plan is to attract, retain and compensate
highly-qualified individuals who are not employees of Assurant, Inc. or any of its subsidiaries or affiliates for service as members of the Board by providing them with competitive compensation and an ownership interest in the Common Stock of the
Company. The Company intends that the Plan will benefit the Company and its stockholders by allowing Non-Employee Directors to have a personal financial stake in the Company through an ownership interest in the Common Stock and will closely
associate the interests of Non-Employee Directors with that of the Company’s stockholders. 
 1.2  ELIGIBILITY. All active
Non-Employee Directors shall automatically be participants in the Plan. 
 ARTICLE 2 
 DEFINITIONS 
 2.1  DEFINITIONS. Unless the context clearly indicates otherwise, the following terms shall have the following meanings: 
 (a)  “Base Annual Retainer” means the annual cash retainer (excluding meeting fees and expenses) payable by the Company to a Non-Employee Director pursuant to Section 4.1 hereof for service as a director of the
Company (i.e., excluding any Supplemental Annual Retainer), as such amount may be changed from time to time. 
 (b)  “Board” means the Board of Directors of the Company. 
 (c)  “Company” means Assurant,
Inc., a Delaware corporation. 
 (d)  “Common Stock” means the common stock, par value $0.01 per share, of the Company.

 (e)  “Disability” means any illness or other physical or mental condition of a Non-Employee Director that renders him
or her incapable of performing as a director of the Company, or any medically determinable illness or other physical or mental condition resulting from a bodily injury, disease or mental disorder which, in the judgment of the Board, is permanent and
continuous in nature. The Board may require such medical or other evidence as it deems necessary to judge the nature and permanency of a Non-Employee Director’s condition. 
 (f)  “Effective Date” has the meaning set forth in Section 7.6 of the Plan. 







 (g)  “Non-Employee Director” means a director of the Company who is not an employee
of the Company. 
 (h)  “Plan” means the Assurant, Inc. Amended and Restated Directors Compensation Plan, as amended from
time to time. 
 (i)  “Plan Year(s)” means the calendar year. 
 (j)  “Restricted Stock Unit” means a unit denominated in shares of Common Stock contingently awarded in accordance with Article 5.

 (k)  “Supplemental Annual Retainer” means the annual retainer (excluding meeting fees and expenses) payable by the
Company to a Non-Employee Director pursuant to Section 4.2 hereof for service as a member or chair of a committee of the Board, as such amount may be changed from time to time. 
 ARTICLE 3 
 ADMINISTRATION 
 3.1  ADMINISTRATION. The Plan shall be administered by the Board. Subject to the provisions of the Plan, the Board shall be authorized to
interpret the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, and to make all other determinations necessary or advisable for the administration of the Plan. The Board’s interpretation of the Plan, and all
actions taken and determinations made by the Board pursuant to the powers vested in it hereunder, shall be conclusive and binding upon all parties concerned including the Company, its stockholders and persons granted awards under the Plan. The Board
may appoint a plan administrator to carry out the ministerial functions of the Plan, but the administrator shall have no other authority or powers of the Board. 
 3.2  RELIANCE. In administering the Plan, the Board may rely upon any information furnished by the Company, its public accountants and other experts. No individual will have personal liability by reason of
anything done or omitted to be done by the Company or the Board in connection with the Plan. 
 3.3  INDEMNIFICATION. Each person
who is or has been a member of the Board or who otherwise participates in the administration or operation of the Plan shall be indemnified by the Company against, and held harmless from, any loss, cost, liability or expense that may be imposed upon
or incurred by him or her in connection with or resulting from any claim, action, suit or proceeding in which such person may be involved by reason of any action taken or failure to act under the Plan and shall be fully reimbursed by the Company for
any and all amounts paid by such person in satisfaction of judgment against him or her in any such action, suit or proceeding, provided he or she will give the Company an opportunity, by written notice to the Board, to defend the same at the
Company’s own expense before he or she undertakes to defend it on his or her own behalf. This right of indemnification shall not be exclusive of any other rights of indemnification. 
  

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 ARTICLE 4 
 CASH COMPENSATION 
 4.1  BASE ANNUAL RETAINER. Each Non-Employee Director shall be paid a
Base Annual Retainer for service as a director during each Plan Year, payable in such installments as the Board may determine at its discretion. The amount of the Base Annual Retainer shall be established from time to time by the Board. Until
changed by the Board, the Base Annual Retainer shall be $40,000 for a full Plan Year. Each person who first becomes a Non-Employee Director on a date other than January 1 of any year shall be paid a pro-rata retainer equal to the Base Annual
Retainer for such Plan Year, multiplied by a fraction, the numerator of which is the number of full months and portions thereof before the end of the Plan Year, and the denominator of which is 12. Payment of such prorated Base Annual Retainer shall
begin on the date that the person first becomes a Non-Employee Director. 
 4.2  SUPPLEMENTAL ANNUAL RETAINER. Non-Employee
Directors who serve as Chairman of the Board or as a member or chair of a committee of the Board during a Plan Year shall be paid a Supplemental Annual Retainer with respect to such service, payable quarterly at the same times as installments of the
Base Annual Retainer are paid. The amount of the Supplemental Annual Retainer shall be established from time to time by the Board. Until changed by the Board, the Supplemental Annual Retainer for a full Plan Year shall be as follows: 
  

					
	 	  	Chair	  	Non-Chair Member
	 Chairman of the Board
	  	$7,500	  	n/a
	 Audit Committee
	  	$25,000	  	$10,000
	 Compensation Committee
	  	$7,500	  	$3,750
	 Governance/ Nominating Committee
	  	$5,000	  	$2,500
	 Executive Committee
	  	$0	  	$0
	 Any additional committee formed in the future
	  	$5,000	  	$2,500

 A pro-rata Supplemental Annual Retainer will be paid to any Non-Employee Director who becomes chairman or joins a
committee of the Board on a date other than the beginning of a Plan Year, based on the number of full months and portions thereof between the date such Non-Employee Director became chairman or joined such committee and the beginning of the next Plan
Year. 
 4.3  FEES. Each Non-Employee Director shall be paid a fee for each meeting or conference call of the Board or committee
thereof in which he or she participates. The amount of the fees shall be established from time to time by the Board. Until changed by the Board, the fee for attending a meeting of the Board or any committee thereof shall be $2,000, and the fee for
participating in a conference call of the Board or any committee thereof shall be $500; provided 

  

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that no more than $2,000 will be payable for service on a single day. For purposes of this provision, the Chairman of the Board or chairman of the respective
Board committee may authorize the full meeting fee to be payable with respect to any extended conference call or any other special off-site meeting required as part of a Non-Employee Director’s service on the Board or any committee thereof.

 4.4  TRAVEL EXPENSE REIMBURSEMENT. All Non-Employee Directors shall be reimbursed for reasonable travel expenses (including
spouse’s expenses to attend events to which spouses are invited) in connection with attendance at meetings of the Board and its committees, or other Company functions at which the Chief Executive Officer requests the Non-Employee Director to
participate. If the travel expense is related to the reimbursement of commercial airfare, such reimbursement will not exceed full-coach rates for domestic travel or business-class rates for international travel. If the travel expense is related to
reimbursement of non-commercial air travel, such reimbursement shall not exceed the rate for comparable travel by means of commercial airlines. 
 4.5  FINANCIAL PLANNING. During each Plan Year, each Non-Employee Director shall be entitled to receive, at the Company’s expense, financial planning services having a value of up to $5,000 to be provided by a financial
advisor selected by the Company. Any such expenses in excess of $5,000 shall be borne by the Non-Employee Director. 
 ARTICLE 5

 EQUITY COMPENSATION 
 5.1  EQUITY GRANTS. 
 (a)  Initial Stock Grant. Each Non-Employee Director shall receive, on the later
of the Effective Date of the Plan or the first date he or she becomes a Non-Employee Director, an award of a number of Restricted Stock Units equal to the quotient of (x) $80,000 and (y) the closing price of the Common Stock
on the New York Stock Exchange on such date, rounded up to the nearest whole unit. In no event will a director receive an initial award of shares if the next annual meeting of stockholders is within four months of the date he or she becomes a
Non-Employee Director. 
 (b)  Annual Equity Grants. On the day following the 2009 annual meeting of the Company’s
stockholders, and on the day following each subsequent annual meeting of the Company’s stockholders, each Non-Employee Director in service on that date will receive an award of a number of Restricted Stock Units equal to the quotient of
(x) $80,000 and (y) the closing price of the Common Stock on the New York Stock Exchange on such day, rounded up to the nearest whole unit. 
 (c)  Source of Awards. The Restricted Stock Units described in this Article 5 shall be granted, and the shares of Common Stock underlying such Restricted Stock Units shall be issued, pursuant
and subject to the terms and conditions of the Assurant, Inc. Long-Term Incentive Plan (the “ALTEIP”). 
  

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 (d)  Award Agreements. All awards of Restricted Stock Units to a Non-Employee Director
under the ALTEIP shall be evidenced by a written Award Agreement between the Company and the Non-Employee Director, which shall include such provisions, not inconsistent with the ALTEIP, as may be specified by the Board. 
 ARTICLE 6 
 AMENDMENT, MODIFICATION
AND TERMINATION 
 6.1  AMENDMENT, MODIFICATION AND TERMINATION. The Board may, at any time and from time to time, amend,
modify or terminate the Plan; provided, that no such amendment, modification or termination shall adversely affect awards outstanding as of the effective date of such amendment; provided, further, however, that if an amendment to the Plan would
constitute a change requiring shareholder approval under applicable laws, policies or regulations or the applicable listing or other requirements of a securities exchange on which the Common Stock is listed or traded, then such amendment shall be
subject to stockholder approval. 
 ARTICLE 7 
 GENERAL PROVISIONS 
 7.1  ELECTION TO DEFER PAYMENT. A Participant may elect to defer
receipt of any cash payment under the Plan. Such election shall be made in writing and delivered to the plan administrator in compliance with, and such deferral shall be governed solely by the terms of, the Assurant, Inc. Deferred Compensation Plan.

 7.2  RESTRICTIONS OF LENDERS. The Company’s obligations under the Plan shall be subject to, and may from time to time be
prohibited by, agreements that may be in effect from time to time among or between the Company or its affiliates and their respective lenders. In the event that the Company would not be able to perform any of its agreements or fulfill any of its
obligations hereunder without violating such a loan agreement, the Company shall be excused from such performance or fulfillment with no liability therefor to the Non-Employee Directors; provided that if and when such performance or fulfillment
would no longer be such a violation, the Company shall have the obligation to complete such performance or fulfillment at that time. 
 7.3  DURATION OF THE PLAN. The Plan shall remain in effect until the day immediately following the 2013 annual meeting of Company’s stockholders, unless terminated earlier by the Board. 
 7.4  EXPENSES OF THE PLAN. The expenses of administering the Plan shall be borne by the Company. 
 7.5  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. 
  

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 7.6  EFFECTIVE DATE. The Plan was originally adopted by the Board on October 15, 2003 and
was approved by the sole stockholder on October 15, 2003. The Plan was amended by the Board on December 12, 2003, became effective on February 4, 2004 (the “Effective Date”), was amended and restated on June 3, 2005,
amended on March 9, 2007, amended on November 9, 2007 and amended and restated effective May 15, 2009. 
  

					
	 ASSURANT, INC.
	 	
		
	 /s/ Robyn Price Stonehill
	 	 
	By:	 	Robyn Price Stonehill	 	
	Title:	 	Senior Vice President, Compensation and Benefits


  

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