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                                                                   EXHIBIT 10.16




                 ASSURANT APPRECIATION INCENTIVE RIGHTS PLAN
              (AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2004)

      The Assurant Appreciation Incentive Rights Plan (the "Plan") is hereby
amended and restated by Assurant, Inc. (the "Corporation") effective as of
January 1, 2004.

                                    ARTICLE 1
                                     PURPOSE

      1.1 GENERAL. The Plan is intended to enhance the value, of Assurant, Inc.
and its subsidiaries by linking the financial interests of its eligible
employees to those of Corporation shareholders and by providing its eligible
employees with an incentive for outstanding performance. The Plan is further
intended to assist the Corporation in motivating, attracting, and retaining the
services of employees upon whose judgment, interest, and special effort the
successful conduct of the Company's operation is largely dependent. The Plan
addresses these objectives by providing eligible employees of the Corporation
and its operating subsidiaries with the opportunity to receive long term
incentive compensation based on the appreciation in value of Assurant, Inc. as
well as the appreciation in value of the Business Units with which the eligible
employee is affiliated.

      The Plan was initially adopted effective January 1, 1999. At the time it
was adopted, the stock of Fortis, Inc., the predecessor sponsor of the Plan, was
not publicly traded. The prior Plan provided for the issuance of Fortis, Inc.
Appreciation Incentive Rights and Business Unit Appreciation Incentive Rights.
Prior to this restatement, the value of Appreciation Incentive Rights in both
Fortis, Inc. and its Business Units was determined by the Plan Committee with
assistance from the Appraiser as of each Valuation Date.

      Fortis, Inc. intends to engage in transactions whereby (i) Fortis, Inc.
will merge into Assurant, Inc., which is currently an indirect, wholly-owned
subsidiary of Fortis, Inc., and, as a result, Assurant, Inc. will succeed to
the business, operations, and obligations of Fortis, Inc. and will become the
sponsor of this Plan; and (ii) an initial public offering (the "IPO") of
Assurant, Inc. common stock.

      This amendment and restatement shall be effective as of January 1, 2004.
As soon as possible following a special valuation of Assurant, Inc. described in
Section 8.1 of the Plan, and prior to the closing of the IPO, the Fortis, Inc.
Appreciation Incentive Rights that were granted prior to January 1, 2004, will
be cashed out and cancelled, as described in Article 8 of this Plan,
participants will be granted replacement Assurant, Inc. Appreciation Incentive
Rights, and the measurement value of the Assurant, Inc. Appreciation Incentive
Rights will be established not by the Committee, but by reference to the trading
value of common stock of Assurant, Inc. There will be no change in the number or
measurement value of the Business Unit Appreciation Incentive Rights solely as a
result of this restatement of the Plan or the IPO, and the measurement value of
the Business Units Appreciation Incentive Rights will continue to be determined
by the Committee with assistance from the Appraiser as described herein.
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                                    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 unless a clearly different meaning is required by the context. The
following words and phrases shall have the following meanings:

            (a) "Appraiser" shall mean an independent third party appraiser
      selected by the Committee from time to time to assist the Committee in
      establishing the value of the Corporation (prior to the IPO) and the
      Business Units as of each Valuation Date.

            (b) "Assurant, Inc. Appreciation Incentive Right" shall mean a right
      granted to a Participant under Section 5.1 to receive the increase in the
      Fair Market Value of one (1) Share of Stock in Assurant, Inc. from the
      effective date of the grant of such Right to the date of exercise of such
      Right.

            (c) "Assurant, Inc. Officer" shall mean the Chief Executive Officer
      of the Corporation and any other officers of the Corporation who are
      designated by the Committee for participation in the Plan.

            (d) "Award" means a grant to a Participant of Assurant, Inc.
      Appreciation Incentive Rights, Business Unit Appreciation Incentive
      Rights, and/or Fortis, Inc. Appreciation Incentive Rights (prior to the
      IPO).

            (e) "Award Agreement" means any written agreement, contract, or
      other instrument or document evidencing an Award.

            (f) "Board" means the Board of Directors of the Corporation.

            (g) "Business Unit" shall mean each direct or indirect subsidiary of
      the Corporation which is designated by the Committee as eligible for
      participation in the Plan. As of the Effective Date, the Business Units
      are listed on Appendix A to the Plan.

            (h) "Business Unit Appreciation Incentive Right" shall mean a right
      granted to a Participant under Section 5.1 to receive a designated
      increase in the Entity Value of the applicable Business Unit from the date
      of the Award of such Right to the date of exercise of such Right.

            (i) "Business Unit Executive" shall mean each President of a
      Business Unit and each other executive employee of a Business Unit who is
      designated by the Committee for participation in the Plan.

            (j) "Change in Control of Corporation" means and includes each of
      the following:

                  (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


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            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, 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


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            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.

            (k) A Change in Control of a Business Unit shall be determined on
      the same criteria as applied to a Change in Control of Corporation in
      Section 2.1(j) but with reference to such Business Unit only.

            (l) "Code" means the Internal Revenue Code of 1986, as amended from
      time to time, and all regulations promulgated thereunder.

            (m) "Committee" means the committee established by the Board as
      described in Article 3.

            (n) "Corporation" means Assurant, Inc., a Delaware corporation.

            (o) "Disability" shall have the same meaning as it has in the
      Corporation's Employees Uniform Retirement Plan or any comparable plan
      that replaces such plan, as such plan may be amended from time to time,
      provided that, if such plan shall be terminated and not replaced by
      another comparable plan, then Disability shall mean any illness or other
      physical or mental condition of a Participant that renders the Participant
      incapable of performing his customary and usual duties for the Corporation
      or a Business Unit, 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 Committee, is permanent and
      continuous in nature; and the Committee may require such medical or other
      evidence as it deems necessary to judge the nature and permanency of the
      Participant's condition.

            (p) "Effective Date" of this amendment and restatement shall mean
      January 1, 2004. The Plan was initially adopted effective January 1, 1999.

            (q) "Entity Value" shall mean (i) prior to the IPO, with respect to
      Fortis, Inc. and the Business Units considered together, the aggregate
      value of such entities as determined by the Committee as of each Valuation
      Date, and (ii) with respect to each Business Unit both before and after
      the IPO, the value of such Business Unit as determined by the Committee as
      of each Valuation Date. The Entity Value of Assurant, Inc. shall be
      irrelevant following the IPO, because the value of each Assurant, Inc.
      Appreciation Incentive Right shall be determined with reference to the
      trading value of Assurant, Inc. common stock. The Committee shall
      determine the Entity Value of Fortis, Inc. (prior to the IPO) and each
      Business Unit with finality in its sole and uncontrolled discretion,
      considering such factors as the Committee deems appropriate from time to
      time, provided that the Committee shall consider information provided by
      the Appraiser with respect to the value of Fortis, Inc. and each Business
      Unit. If a Business Unit is sold, then the Committee in its sole
      discretion may reduce or otherwise adjust the Entity


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      Value of such Business Unit to take into account reductions in value
      related to the sale of such Business Unit, including but not limited to
      taxes, advisor fees, and severance costs.

            (r) "Exchange" means the Nasdaq National Market or any national
      securities exchange on which the Stock may from time to time be listed or
      traded.

            (s) "Exercise Period" means, (i) with respect to any Assurant, Inc.
      Appreciation Incentive Right, each business day for which the Fair Market
      Value of the Stock is established on an Exchange; and (ii) with respect to
      any Business Unit Appreciation Incentive Right, the 45-day period
      following the formal announcement by the Committee of a Business Unit
      Entity value.

            (t) "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.

            (u) "Fortis, Inc. Appreciation Incentive Right" shall mean a right
      granted to a Participant under Section 5.1 prior to the IPO to receive a
      fraction of the increase in the Entity Value of Fortis, Inc. from the
      effective date of the Award of such Right to the date of exercise of such
      Right. All Fortis, Inc. Appreciation Incentive Rights will be cashed out
      and cancelled prior to the IPO, as described in Section 8.1.

            (v) "IPO" shall mean the initial public offering of Assurant, Inc.
      Stock.

            (w) "Outstanding Appreciation Incentive Right" shall mean an
      Appreciation Incentive Right which has been granted but which remains
      outstanding for any reason.

            (x) "Participant" means a person who, as an employee or officer of
      the Corporation or a Business Unit, has been designated by the Committee
      for participation in the Plan and who has been issued one or more Awards
      under the Plan.

            (y) "Plan" means the Assurant, Inc. Appreciation Incentive Rights
      Plan, as amended from time to time.

            (z) "Retirement" (i), for officers and employees, shall have the
      same meaning as it has in the Corporation's Employees Uniform Retirement
      Plan or any comparable plan that replaces such plan, as such plan may be
      amended from time to time, provided that, if such plan shall be terminated
      and not replaced by another comparable plan, then Retirement shall mean a
      Participant's termination of employment with the Corporation or a Business
      Unit after attaining any normal or early retirement age specified in any
      pension, profit sharing or other retirement program sponsored by the
      Corporation or a Business Unit, or, in the event of the inapplicability
      thereof with respect to the individual in question, as determined by the
      Committee in its reasonable judgment, and (ii), for directors, shall mean
      any termination of service as a director. A Participant shall not be
      retired in a circumstance in which a Participant ceases to be an employee
      but continues as a director of the Corporation, until the Participant
      retires as a director.


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            (aa) "Shares" means shares of the Corporation's Stock. If there has
      been an adjustment or substitution pursuant to Section 4.2, 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 4.2.

            (bb) "Stock" means the $0.01 par value common stock of the
      Corporation and such other securities of the Corporation as may be
      substituted for Stock pursuant to Article 4.

            (cc) "Valuation Date" shall mean (i) with respect to Assurant, Inc.
      Appreciation Incentive Rights, each business day for which a Fair Market
      Value of the Stock is established on an Exchange, and (ii) with respect to
      Business Unit Appreciation Incentive Rights, the last business day of each
      calendar year or such more frequent date as the Committee may so
      determine.

                                    ARTICLE 3
                                 ADMINISTRATION

      3.1 COMMITTEE. The Plan shall be administered by a committee (the
"Committee") appointed by the Board or, at the discretion of the Board from time
to time, the Plan may be administered by the Board. 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. 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
3.1) shall include the Board.

      3.2 ACTION BY THE COMMITTEE. For purposes of administering the Plan, the
following rules of procedure shall govern the Committee. A majority of the
Committee shall constitute a quorum. The acts of a majority of the members
present at any meeting at which a quorum is present, and acts approved
unanimously in writing by the members of the Committee in lieu of a meeting,
shall be deemed the acts of the Committee. 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 Corporation or
any Business Unit, the Corporation's independent certified public accountants,
or any executive compensation consultant or other professional retained by the
Corporation to assist in the administration of the Plan.

      3.3   AUTHORITY OF COMMITTEE.  The Committee has the exclusive power,
authority and discretion to:

            (a) Designate Business Units that shall participate in the Plan;

            (b) Designate Participants, determine the number of Appreciation
      Incentive Rights for each Participant, including the mix of each
      Participant's rights among Assurant, Inc. and one or more Business Units;

            (c) Select the Appraiser, determine the Entity Values, and adjust
      the number of Appreciation Incentive Rights from time to time under
      Article 4;

            (d) Certify and announce the beginning of each 45-day Appreciation
      Incentive Right Exercise Period under Article 6;

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            (e) Determine whether a Participant is Retired, Disabled, or has
      otherwise terminated employment;

            (f) Determine whether a Change in Control of the Corporation or a
      Business Unit has occurred;

            (g) Determine whether to modify the Valuation Date for the exercise
      of a given Appreciation Incentive Right under Article 6;

            (h) Determine whether the payment for Appreciation Incentive Rights
      would violate restrictions of lenders under Section 6.7;

            (i) Determine the terms and conditions of any Award granted under
      the Plan, including but not limited to, 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;

            (j) Accelerate the vesting or lapse of restrictions of any
      outstanding Award, based in each case on such considerations as the
      Committee in its sole discretion determines;

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

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

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

            (n) 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; and

            (o) Amend the Plan or any Award Agreement as provided herein.

      3.4.  DECISIONS BINDING.  The Committee's interpretation of the Plan,
any Awards granted under the Plan, any Award Agreement and all decisions and
determinations by the Committee with respect to the Plan are final, binding,
and conclusive on all parties.


                                    ARTICLE 4
             ADJUSTMENT OF VALUE OF APPRECIATION INCENTIVE RIGHTS

      4.1. ADJUSTMENT OF VALUE OF A BUSINESS UNIT APPRECIATION INCENTIVE RIGHT.
The Committee reserves the right as of any Valuation Date, to adjust the
fraction value of Business Unit Appreciation Incentive Rights for any Business
Unit as the Committee deems appropriate in its sole discretion to reflect
contributions to capital to the Business Unit, dividends, extraordinary
expenses, and such other financial events as the Committee deems appropriate. If
the fraction value of Appreciation Incentive Rights is so adjusted, this shall
adjust both Outstanding Appreciation Incentive Rights and future grants of
Appreciation Incentive Rights. Furthermore, if the fraction value of
Appreciation Incentive Rights is so


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adjusted, this shall be deemed to automatically adjust the corresponding
fractions set forth in Sections 2.1(w) and 6.5. For example, if as of a given
Valuation Date the Committee decided to adjust the number of Appreciation
Incentive Rights of a given Business Unit from one-ten millionth to one-eleven
millionth, then each Outstanding Appreciation Incentive Right for such Business
Unit would thereafter represent .0000000909 of the Entity Value of Such Business
Unit for all purposes under this plan. This paragraph shall also apply to the
Fortis, Inc. Appreciation Incentive Rights granted prior to January 1, 2004,
until such time as all such Rights are cashed out and cancelled.

      4.2. ADJUSTMENT OF ASSURANT, INC. APPRECIATION INCENTIVE RIGHTS. In the
event of a corporate event or transaction involving the Corporation (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 Committee may adjust Awards to
preserve the benefits or potential benefits of the Awards. Action by the
Committee may include: (i) adjustment of the measure to be used to determine the
amount of the benefit payable on an Award; and (ii) any other adjustments that
the Committee determines to be equitable. In addition, the Committee may, in its
sole discretion, provide (i) that Awards will become immediately vested and
exercisable and will expire after a designated period of time to the extent not
then exercised, (ii) that Awards will be assumed by another party to a
transaction or otherwise be equitably converted or substituted in connection
with such transaction, or (iii) 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.


                                    ARTICLE 5
                    GRANT OF APPRECIATION INCENTIVE RIGHTS

            5.1. GRANT OF APPRECIATION INCENTIVE RIGHTS. The Committee is
authorized to grant Appreciation Incentive Rights from time to time to
Participants as determined by the Committee in its sole discretion. All awards
of Appreciation Incentive Rights shall be evidenced by an Award Agreement. The
terms, methods of exercise, methods of settlement, and any other terms and
conditions of any Appreciation Incentive Right shall be determined by the
Committee at the time of the grant of the Award and shall be reflected in the
Award Agreement.


                                    ARTICLE 6
            VESTING AND EXERCISE OF APPRECIATION INCENTIVE RIGHTS

      6.1. VESTING OF APPRECIATION INCENTIVE RIGHTS. Each Award of Appreciation
Incentive Rights shall vest as of the third anniversary of the effective date
the Award was granted and the Participant must be actively employed by the
Company or a Business Unit as of such date for vesting to occur. However, (i) a
Participant shall become fully vested in all of his Appreciation Incentive
Rights as of the date of an Assurant, Inc. Change in Control, or, in the case of
a Business Unit Executive, as of the date of a Business Unit Change in Control;
(ii) if a Business Unit Change in Control occurs, then all Appreciation
Incentive Rights issued with respect to such Business Unit shall become fully
vested as of the date of such Change in Control; and (iii) if a Participant
Retires, becomes Disabled, or dies, then the Participant shall vest in 1/36th


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of each award for each month elapsed from effective date of grant to the date of
termination. See special rules in Article 8 regarding vesting of certain
replacement appreciation incentive rights.

      6.2 EXERCISE OF APPRECIATION INCENTIVE RIGHTS. Assurant, Inc. Appreciation
Incentive Rights which have become vested may be exercised by a Participant only
during an Exercise Period. As indicated in Section 2.1(s), the Exercise Period
means (i) with respect to any Assurant, Inc. Incentive Appreciation Right, each
business day for which a Fair Market Value of the Stock is established on an
Exchange; and (ii) with respect to any Business Unit Appreciation Incentive
Right, the 45-day period following the formal announcement by the Committee of a
Business Unit Entity value. A terminated Participant must exercise all vested
Assurant, Inc. Appreciation Incentive Rights and Business Unit Appreciation
Incentive Rights no later than the last day of the 45-day Exercise Period for
Business Unit Appreciation Incentive Rights that next follows or occurs during
his termination of employment from the Corporation and all Business Units. A
Participant who dies, becomes Disabled, Retires or terminates employment from
the Corporation and all Business Units within 12 months of a Change in Control
must exercise all vested Assurant, Inc. Appreciation Incentive Rights and
Business Unit Appreciation Incentive Rights no later than the last day of the
45-day Exercise Period for Business Unit Appreciation Incentive Rights that next
follows or occurs during the first anniversary of death, Disability, Retirement,
or such termination of employment following a Change in Control. Any
Appreciation Incentive Rights not exercised as provided in this Section shall be
forfeited. See special rules in Article 8 regarding exercise of certain
replacement appreciation incentive rights.

      6.3 MANDATORY EXERCISE OF APPRECIATION INCENTIVE RIGHTS. Notwithstanding
anything to the contrary in this Plan, all vested Appreciation Incentive Rights
granted in an Award shall be automatically exercised on the 10th anniversary of
the effective date the Award was granted.

      6.4 DISCRETIONARY EXERCISE OF APPRECIATION INCENTIVE RIGHTS. The Committee
may at its discretion force the early exercise of Rights in order to facilitate
any reorganization, recapitalization, or other need of the corporation. In
requiring such mandatory exercise, the Committee in its discretion shall select
in its discretion which Outstanding Appreciation Incentive Rights shall be
exercised, without requirement that such exercise affect Participants on an
equal or pro rata basis.

      6.5   RIGHT TO PAYMENT.

            (a) Upon the exercise of a Business Unit Appreciation Incentive
      Right, the Participant to whom it is granted has the right to receive the
      excess, if any, of:

                  (i) One ten millionth (.0000001) (as adjusted under Section
            4.2) of the Entity Value of the applicable Business Unit as of the
            Valuation Date immediately preceding the date of exercise, minus

                  (ii) One ten millionth (.0000001) (as adjusted under Section
            4.2) of the Entity Value of the applicable Business Unit as of the
            Valuation Date immediately preceding the date of grant (as specified
            in Award Agreement).

      The foregoing shall also apply to the cash-out pursuant to Article 8 of
Fortis, Inc. Appreciation Incentive Rights that were granted prior to January 1,
2004.


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            (b) Upon the exercise of an Assurant, Inc. Appreciation Incentive
      Right, the Participant to whom it is granted has the right to receive the
      excess, if any, of:

                  (i)   The Fair Market Value of one (1) Share of Stock of
            Assurant, Inc. as of the Valuation Date immediately preceding the
            date of exercise, minus

                  (ii)  The Fair Market Value of one (1) Share of Stock of
            Assurant, Inc. as of the Valuation Date immediately preceding the
            date of grant.

            (c) Upon exercise, the value of all Appreciation Incentive Rights
      shall be paid solely in cash in one lump sum, unless payment is deferred
      by the Participant pursuant to Article 7.

      6.6 BENEFICIARIES. 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 Plan is subject to all terms and conditions of the
Plan and any Award Agreement applicable to the Participant, except to the extent
the Plan and Award Agreement 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.

      6.7 RESTRICTIONS OF LENDERS. The Corporation's obligations under this 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 Corporation or any of
its parents or Business Units and their respective lenders. In the event that
the Corporation would not be able to perform any of its agreements or fulfill
any of its obligations hereunder without violating such a loan agreement, the
Corporation shall be excused from such performance or fulfillment with no
liability therefor to the Participant; provided that if and when such
performance or fulfillment would no longer be such a violation, the Corporation
shall have the obligation to complete such performance or fulfillment at that
time.


                                    ARTICLE 7
              DEFERRAL OF PAYMENT FOR APPRECIATION INCENTIVE RIGHTS

      7.1 ELECTION TO DEFER PAYMENT UPON EXERCISE OF APPRECIATION INCENTIVE
RIGHTS. A Participant may elect to defer receipt of the cash payment that would
otherwise be payable upon exercise of an Appreciation Incentive Right under
Article 6. Such election shall be made in writing and delivered to the Committee
not later than the day preceding the vesting date for the Appreciation Incentive
Rights with respect to which the Participant wishes to defer payment. As elected
by the Participant, such payment may be deferred under the terms of the
Assurant, Inc. Investment Plan, and such deferral shall be governed solely by
the terms of such Plan.


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<PAGE>
                                    ARTICLE 8
    CASH-OUT AND CANCELLATION OF FORTIS, INC. APPRECIATION INCENTIVE RIGHTS;
                           GRANT OF REPLACEMENT RIGHTS

      8.1 CASH-OUT AND CANCELLATION OF FORTIS, INC. APPRECIATION INCENTIVE
RIGHTS. Notwithstanding anything to the contrary in the Plan, the measurement
value of each Outstanding Fortis, Inc. Appreciation Incentive Right as of
December 31, 2003, shall be determined using a special valuation method, as
follows: (i) begin with the measurement value of a Fortis, Inc. Appreciation
Incentive Right as of December 31, 2002; (ii) add to that an adjustment for
dividends paid, determined consistent with past practice; (iii) determine the
arithmetic mean of the changes from January 1, 2003 to December 31, 2003 in the
Dow Jones Life Insurance Index, the Dow Jones Property Casualty Insurance Index,
and the Dow Jones Healthcare Providers Index; and (iv) multiply the result
determined under clause (ii) by the arithmetic mean determined under clause
(iii). The special valuation method described in this Section shall be used to
cash out each vested and non-vested Outstanding Fortis, Inc. Appreciation
Incentive Right that was granted prior to January 1, 2004. As soon as
practicable after the Committee completes the special valuation described in
this Section, and prior to the Closing of the IPO, the Corporation will cash out
each vested and non-vested Outstanding Fortis, Inc, Appreciation Incentive Right
that was granted prior to January 1, 2004. For each such Right, the cash-out
amount will be equal to the difference, if any, between the measurement value of
each such Right determined under Section 6.5(a)(ii) as of the Valuation Date
immediately preceding the date of grant, and the measurement value of each such
Right determined under Section 6.5(a)(i) as of December 31, 2003, using the
special valuation method described in this Section. Each Outstanding Fortis,
Inc. Appreciation Incentive Right, whether or not vested, shall be cancelled
effective as of the date the Right is cashed out, as described in this Section
8.1. Any questions about the special valuation method described in this Section
shall be resolved by the Committee in its sole discretion.

      8.2 GRANT OF ASSURANT, INC. REPLACEMENT RIGHTS. Immediately following the
cash-out and cancellation described in Section 8.1, the Corporation shall grant
to each Participant with Rights that were cashed out and cancelled, whether or
not vested, a number of Assurant, Inc. Appreciation Incentive Rights (referred
to herein as "Replacement Rights"). The number of Replacement Rights to be
granted to a Participant shall equal (i) the measurement value of the
Participant's cashed-out rights, divided by (ii) the public offering price of
one (1) Share of Assurant, Inc. Stock set forth on the cover of the final,
effective prospectus for the IPO. Notwithstanding Section 6.1, (i) each
Replacement Right that replaces a vested cashed-out Right shall be vested
immediately; and (ii) each Replacement Right that replaces a non-vested
cashed-out Right shall become vested on the vesting date for the corresponding
cashed-out Right. Furthermore, notwithstanding Section 6.2, no Replacement Right
may be exercised until the first anniversary of the Closing Date of the IPO, at
which time each Replacement Right shall become and shall remain exercisable for
the remaining term of the corresponding cancelled right described in Section
8.1.

                                    ARTICLE 9
                     AMENDMENT, MODIFICATION AND TERMINATION

      9.1. 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 shareholder approval; provided, however, that the Board or Committee may
condition any amendment or modification on the approval of shareholders of the
Corporation if such approval is


                                     - 11 -
<PAGE>
necessary or deemed advisable with respect to tax, securities or other
applicable laws, policies or regulations.

      9.2 RIGHTS PREVIOUSLY GRANTED. At any time and from time to time, the
Committee may amend, modify or terminate any outstanding Appreciation Incentive
Right; provided, however, that such amendment, modification or termination shall
not, without the Participant's consent, reduce or diminish the value of such
Appreciation Incentive Right determined as if the Right had been exercised,
vested, cashed in or otherwise settled on the date of such amendment or
termination.
                                   ARTICLE 10
                               GENERAL PROVISIONS

      10.1. 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.

      10.2. NO RIGHTS TO AWARDS.  No Participant or any eligible participant
shall have any claim to be granted any Award under the Plan, and neither the
Corporation nor the Committee is obligated to treat Participants or eligible
participants uniformly.

      10.3. NO STOCKHOLDER RIGHTS.  No Award gives the Participant any of the
rights of a shareholder of the Corporation.

      10.4 NO SALE OR ASSIGNMENT OF AWARDS. Appreciation Incentive Rights
granted under this Plan may not be sold, assigned, devised, or transferred by a
Participant or Beneficiary in any manner whatsoever. Appreciation Incentive
Rights granted under this Plan shall not be subject to any lien, directly, by
operation of law or otherwise, including but not limited to execution, levy,
garnishment, attachment, pledge or bankruptcy.

      10.5 PLAN IS UNFUNDED. This Plan is unfunded, and no assets have been set
aside in trust, escrow, or otherwise to pay benefits hereunder. The benefits
paid hereunder shall be paid solely from the general assets of the Corporation.
No Participant shall have any claim to payment hereunder greater than that of a
general, unsecured creditor of the Corporation.

      10.6. WITHHOLDING. The Corporation and each Business Unit shall have the
authority and the right to deduct or withhold, or require a Participant to remit
to the Corporation, 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 taxable event arising as a result of the Plan.

      10.7. NO RIGHT TO CONTINUED SERVICE. Nothing in the Plan or any Award
Agreement shall interfere with or limit in any way the right of the Corporation
or any Business Unit 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 or officer of the Corporation or any Business
Unit.

      10.8 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 in its discretion and in
accordance with law, and any determination by the Committee shall be final and
conclusive. A termination of employment shall not occur when a Participant
transfers from the Corporation to one of its subsidiaries or


                                     - 12 -
<PAGE>
parents, transfers from a subsidiary or parent to the Corporation, transfers
from a parent to a parent or transfers from a subsidiary to another subsidiary.
A termination of employment shall not occur when a Participant ceases to be an
employee but continues as a director of the Corporation.

      10.9. INDEMNIFICATION. To the extent allowable under applicable law, each
member of the Committee and each other officer or employee of the Corporation
who assists in the administration of the Plan shall be indemnified and held
harmless by the Corporation from any loss, cost, liability, or expense 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 Corporation 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
Corporation's Certificate of Incorporation or Bylaws, as a matter of law, or
otherwise, or any power that the Corporation may have to indemnify them or hold
them harmless.

      10.10. 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
Corporation or any Business Unit unless provided otherwise in such other plan.

      10.11.      EXPENSES.  The expenses of administering the Plan shall be
borne by the Corporation and its Business Units.

      10.12.      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.

      10.13.      GOVERNING LAW.  To the extent not governed by federal law,
the Plan and all Award Agreements shall be construed in accordance with and
governed by the laws of the State of New York.

      10.14 ADDITIONAL PROVISIONS. Each Award Agreement 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 this Plan.

      IN WITNESS WHEREOF, the foregoing is hereby acknowledged as being the
Assurant Appreciation Incentive Rights Plan as adopted by the Board of Directors
of the Corporation on October 15, 2003.

                                    ASSURANT, INC.

                                    By:  /s/ Robert Haertel
                                         ----------------------

                                    Its:  Senior Vice President


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<PAGE>
                                   APPENDIX A

                 BUSINESS UNITS DESIGNATED UNDER SECTION 2.1(g)

                        Assurant, Inc.

                        Fortis Health Care

                        Fortis Benefits

                        Fortis Family

                        Fortis Financial Group

                        Assurant Group (?)

                        American Securities Group (for 1999 only)

                        Fortis Advisers

                        Fortis Investors

                        ACSIA

                        First Fortis

                        Long Term Care


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