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Exhibit 10.2 EXECUTION COPY   FIRST AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 29, 2005 among ASSURANT, INC., The LENDERS Party Hereto and JPMORGAN CHASE BANK, N.A.,
as Administrative Agent    J.P. MORGAN SECURITIES INC.
and
CITIGROUP GLOBAL MARKETS INC.,
as Joint Lead Arrangers and Joint Bookrunners CITIGROUP GLOBAL MARKETS INC.,
as Syndication Agent KEYBANK NATIONAL ASSOCIATION
and
SUNTRUST BANK,
as Documentation Agents




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FIRST AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 29, 2005 (this First Amendment
and Restatement) among ASSURANT, INC. (d/b/a Assurant Group), a Delaware corporation (together
with its successors and permitted assigns, the Borrower), the LENDERS party hereto (including
each Person listed under the caption LENDERS on the signature pages hereto that is not a Lender
under the Existing Credit Agreement referred to below (each a New Lender), the Lenders),
JPMORGAN CHASE BANK, N.A. (JPMCB), as administrative agent for the Lenders (in such
capacity, together with its successors in such capacity, the Administrative Agent), CITIGROUP
GLOBAL MARKETS INC., as syndication agent (in such capacity, the Syndication Agent) and KEYBANK
NATIONAL ASSOCIATION and SUNTRUST BANK, as documentation agents (in such capacity, the
Documentation Agents). W I T N E S S E T H: WHEREAS, the Borrower, the lenders party thereto (the Existing Lenders) and JPMCB (f/k/a
Bank One, N.A.), as Administrative Agent, are parties to the Three Year Credit Agreement dated as
of January 30, 2004 (as amended and in effect immediately prior to the effectiveness of this First
Amendment and Restatement, the Existing Credit Agreement); WHEREAS, each of the Existing Lenders (if any) that is not listed under the caption LENDERS
on the signature pages hereto (collectively, the Retiring Lenders) will cease being a Lender
under the Existing Credit Agreement, and each of the New Lenders will become a Lender under the
Existing Credit Agreement as amended and restated by this First Amendment and Restatement, in each
case as of the effectiveness of this First Amendment and Restatement as provided herein; and WHEREAS, the Borrower has requested certain amendments to provisions of the Existing Credit
Agreement, including the extension of the availability of the commitments thereunder, and the
Lenders (including the New Lenders) are willing to make such amendments on the terms and conditions
set forth below; NOW, THEREFORE, the parties hereto hereby agree that, effective as of the Restatement
Effective Date (as defined in Section 4 hereof), the Existing Credit Agreement shall be
amended and restated to read in its entirety as set forth in the Existing Credit Agreement, which
is incorporated herein by this reference, subject to the amendments set forth in Section 2
hereof (the Existing Credit Agreement, as so amended and restated hereby, is herein called the
First Amended and Restated Credit Agreement): Section 1. Definitions. Except as otherwise defined herein, terms defined in the
Existing Credit Agreement have the meanings ascribed thereto in the Existing Credit Agreement,
after giving effect to the amendments set forth in Section 2 hereof. Section 2. Amendments. Effective as of the Restatement Effective Date, the Existing
Credit Agreement is hereby amended as follows: 2.01. Certain References. References in the Existing Credit Agreement (including
Exhibits I, II, III, V and VII thereto) to (a) this Agreement, the Credit Agreement, the Three
Year Credit Agreement and the $500,000,000 Three Year Credit Agreement (or First Amended and Restated Credit Agreement




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- 2 - words of similar import, including indirect references thereto) shall be deemed to be
references to the First Amended and Restated Credit Agreement, (b) Signing Date in Sections
2.5.B(ii), 2.5.B(iii)(a), 2.5.C, 4.5, 6.1(i), 6.1(xiv), 6.4, 6.7, 8.1.D shall be deemed to be
references to the Effective Date and (c) Bank One shall be deemed to be references to JPMCB. 2.02. Certain Definitions. (a) Section 1.1 of the Existing Credit Agreement shall be amended by inserting the
following definitions (or, in the case of any of the following defined terms that are already
defined in the Existing Credit Agreement, by amending and restating in its entirety each such term
to read as set forth below) in their proper respective alphabetical locations: Applicable Additional Margin means 0.10% per annum. Approved Fund means any Person (other than a natural person) that is engaged in
making, purchasing, holding or investing in bank loans and similar extensions of credit in
the ordinary course of its business and that is administered or managed by (a) a Lender, (b)
an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or
manages a Lender. Assuming Lender is defined in Section 2.9. Arrangers means J.P. Morgan Securities Inc. and Citigroup Global Markets Inc. Change of Control means that (i) any Person or group (within the meaning of Rules
13d-3 and 13d-5 under the Exchange Act) (a) shall have acquired beneficial ownership of 30%
or more on a fully diluted basis of the voting and/or economic interest in the Capital Stock
of the Borrower or (b) shall have obtained the power (whether or not exercised) to elect a
majority of the members of the board of directors (or similar governing body) of the
Borrower or (ii) the majority of the seats (other than vacant seats) on the board of
directors (or similar governing body) of the Borrower cease to be occupied by Continuing
Directors. For purposes of the foregoing, Continuing Directors means Persons who either
(a) were members of the board of directors of the Borrower on the Effective Date or (b) were
nominated for election by the board of directors of the Borrower, a majority of whom were
Continuing Directors; excluding, in the case of both clause (a) and (b), any individual
whose initial nomination for, or assumption of office as, a member of such board or
directors or similar governing body occurs as a result of an actual or threatened
solicitation of proxies or consents for the election or removal of one or more directors by
any Person or group other than a solicitation for the election of one or more directors by
or on behalf of the board of directors. Commitmentmeans the commitment of a Lender to make Loans to the Borrower pursuant to
Section 2.1A, and Commitmentsmeans such commitments of all Lenders in the
aggregate. The amount of the Commitment of each Lender as of the Effective Date is set
forth on Schedule 2.1. Commitment Increase is defined in Section 2.9. First Amended and Restated Credit Agreement




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- 3 - Commitment Increase Date is defined in Section 2.9. Commitment Utilization Day means (i) any day on which the aggregate principal amount
of outstanding Loans exceeds 50% of the aggregate amount of the Commitments on such day and
(ii) any day following the termination of the Commitments on which any Loans are outstanding
hereunder. Defaulting Lender means any Lender that (a) has failed to fund any portion of the
Loans required to be funded by it hereunder within two Business Days of the date required to
be funded by it hereunder, (b) has otherwise failed to pay over to the Administrative Agent
or any other Lender any other amount required to be paid by it hereunder within two Business
Days of the date when due, unless the subject of a good faith dispute, or (c) has been
deemed insolvent or become the subject of a bankruptcy, liquidation or insolvency
proceeding. Eligible Assignee means (i) any Lender and any Affiliate of any Lender; and (ii) any
commercial bank, savings and loan association, savings bank, insurance company, investment
or mutual fund or other entity that is an accredited investor (as defined in Regulation D
under the Securities Act) and which extends credit or buys loans as one of its businesses;
provided that no Affiliate of the Borrower or any of its Subsidiaries shall be an
Eligible Assignee. Effective Datemeans the date on which all conditions precedent set forth in
Section 4 of the First Amendment and Restatement have been satisfied. First Amendment and Restatement means the First Amendment and Restatement of this
Agreement dated as of April 29, 2005. Hybrid Securities means (A) any preferred Securities which have the following
characteristics: (i) a wholly-owned Subsidiary which is a Delaware business trust (or
similar entity) lends substantially all of the proceeds from the issuance of such preferred
Securities to the Borrower or another wholly-owned Subsidiary in exchange for junior
subordinated debt Securities issued by the Borrower or such other wholly-owned Subsidiary
(as the case may be), (ii) such preferred Securities contain terms providing for the
deferral of interest payments corresponding to provisions providing for the deferral of
interest payments on such junior subordinated debt Securities and (iii) the Borrower or such
wholly-owned Subsidiary (as the case may be) makes periodic interest payments on such junior
subordinated debt Securities, which interest payments are in turn used to make corresponding
payments to the holders of the preferred Securities and (B) any debt Securities issued by
the Borrower that are mandatorily convertible into common equity, so long as such debt
Securities are afforded equity capital treatment by S&P (and the Borrower shall have
provided satisfactory evidence of such treatment to the Administrative Agent). Increasing Lender is defined in Section 2.9. Indebtedness, as applied to any Person, means (i) all indebtedness for borrowed
money, (ii) that portion of obligations with respect to Capital Leases that is properly
classified as a liability on a balance sheet in conformity with GAAP, (iii) notes First Amended and Restated Credit Agreement




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- 4 - payable and drafts accepted representing extensions of credit whether or not
representing obligations for borrowed money, (iv) any obligation owed for all or any part of
the deferred purchase price of property or services (excluding any such obligations incurred
under ERISA), which purchase price is (a) due more than six months from the date of
incurrence of the obligation in respect thereof or (b) evidenced by a note or similar
written instrument, (v) all indebtedness secured by any Lien on any property or asset owned
or held by that Person regardless of whether the indebtedness secured thereby shall have
been assumed by that Person or is nonrecourse to the credit of that Person, (vi) the face
amount of any letter of credit issued for the account of that Person or as to which that
Person is otherwise liable for reimbursement of drawings; (vii) the direct or indirect
guaranty, endorsement (otherwise than for collection or deposit in the ordinary course of
business), co-making, discounting with recourse or sale with recourse by such Person of the
obligation of another of the type described in clauses (i) through (vi) above and clauses
(x) and (xi) below; (viii) any obligation of such Person the primary purpose or intent of
which is to provide assurance to an obligee that the obligation of the obligor thereof will
be paid or discharged, or any agreement relating thereto will be complied with, or the
holders thereof will be protected (in whole or in part) against loss in respect thereof
(other than customary and reasonable, unmatured and unpaid indemnity obligations with
respect to the Contractual Obligations of the Borrower or a wholly-owned Subsidiary); (ix)
any liability of such Person for an obligation of another through any agreement (contingent
or otherwise) (a) to purchase, repurchase or otherwise acquire such obligation or any
security therefor, or to provide funds for the payment or discharge of such obligation
(whether in the form of loans, advances, stock purchases, capital contributions or
otherwise) or (b) to maintain the solvency or any balance sheet item, level of income or
financial condition of another if, in the case of any agreement described under subclause
(a) or (b) of this clause (ix), the primary purpose or intent thereof is as described in
clause (viii) above; (x) all obligations of such Person in respect of any Interest Rate
Agreement and Currency Agreement; and (xi) all obligations of such Person in respect of any
Hybrid Securities and Disqualified Capital Stock, provided that, in the case of this
clause (xi), only the amount of those obligations that exceed 15% of Consolidated
Capitalization at the time of determination shall be included as Indebtedness.
Notwithstanding the foregoing, and for the avoidance of doubt, Indebtedness shall not
include any liability for collateral held by the Borrower and/or its Subsidiaries relating
to securities lending transactions. JPMCB means JPMorgan Chase Bank, N.A. and its successors. Lenderand Lendersare defined in the introduction to this Agreement and shall
include any other Person that shall become a party hereto pursuant to an Assignment
Agreement or under an agreement entered into pursuant to Section 2.9, but shall not
include any Person that ceases to be a party hereto pursuant to an Assignment Agreement. LIBORmeans, with respect to a LIBOR Loan for the relevant Interest Period, the
result of (i) the rate appearing on Page 3750 of the Telerate Service (or on any successor
or substitute page of such Service, or any successor to or substitute for such Service,
providing rate quotations comparable to those currently provided on such page of such
Service, as determined by the Administrative Agent from time to time for purposes of
providing quotations of interest rates applicable to dollar deposits in the First Amended and Restated Credit Agreement




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- 5 - London interbank market) at approximately 11:00 a.m., London time on the Interest Rate
Determination Date, as the rate for dollar deposits with a maturity comparable to such
Interest Period (provided that in the event that such rate is not available at such
time for any reason, then the LIBOR with respect to such LIBOR Loan for such
Interest Period shall be the rate at which dollar deposits of $5,000,000 and for a maturity
comparable to such Interest Period are offered by the principal London office of the
Administrative Agent in immediately available funds in the London interbank market at
approximately 11:00 a.m., London time, on the Interest Rate Determination Date), divided
by (ii) a percentage equal to (x) one minus (y) the Applicable Reserve
Requirement. Loan Documents means this Agreement and the Notes. Maturity Date means the earlier to occur of (i) April 29, 2010 and (ii) the date that
all Obligations become due and payable (by acceleration or otherwise). Missouri Sale/leaseback Transaction means the arrangement with any Person providing
for the leasing by the Borrower or one of its Subsidiaries of the property of such Borrower
or such Subsidiary located in Kansas City, Missouri, which property is to be sold or
transferred by the Borrower or such Subsidiary to such Person. Prime Rate means the rate of interest per annum publicly announced from time to time
by JPMCB as its prime rate in effect at its principal office in New York City; each change
in the Prime Rate shall be effective from and including the date such change is publicly
announced as being effective. Pro Rata Share means, with respect to any Lender, (A) prior to the termination of the
Commitments, the percentage obtained by dividing (i) the amount of such Lenders Commitment
by (ii) the aggregate amount of all Commitments; and (B) after the termination of the
Commitments, the percentage obtained by dividing (i) the principal amount of such Lenders
Loans by (ii) the aggregate principal amount of all Loans, in each case as such percentage
may be adjusted by assignments permitted pursuant to Section 8.1 or under an
agreement entered into pursuant to Section 2.9. Restricted Payment means (i) any dividend or other distribution, direct or indirect,
on account of any shares of any class of Capital Stock of the Borrower or any of its
Subsidiaries now or hereafter outstanding, except a dividend payable solely in shares of
that class of Capital Stock to the holders of that class; (ii) any redemption, retirement,
sinking fund or similar payment, purchase or other acquisition for value, direct or
indirect, of any shares of any class of Capital Stock of the Borrower or any of its
Subsidiaries now or hereafter outstanding; and (iii) any payment made to retire, or to
obtain the surrender of, any outstanding warrants, options or other rights to acquire shares
of any class of Capital Stock of the Borrower or any of its Subsidiaries now or hereafter
outstanding. Subsidiary means, with respect to any Person, any corporation, partnership, limited
liability company, association, joint venture or other business entity of which more than
50% of the total voting power of shares of stock or other ownership interests entitled
(without regard to the occurrence of any contingency) to vote in the election of the Person
or Persons (whether directors, managers, trustees or other Persons performing First Amended and Restated Credit Agreement




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- 6 - similar functions) having the power to direct or cause the direction of the management
and policies thereof is at the time owned or controlled, directly or indirectly, by that
Person or one or more of the other Subsidiaries of that Person or a combination thereof;
provided that, notwithstanding the foregoing, no real estate Joint Venture of the
Borrower or its Subsidiaries shall be considered a Subsidiary unless such Joint Venture is
consolidated on the balance sheet of the Borrower. Unless otherwise expressly provided, all
references herein to a Subsidiary shall mean a Subsidiary of the Borrower. (b) The following definitions contained in Section 1.1 of the Existing Credit
Agreement shall be deleted in their entirety: Assurant IPO, Bank One, Bond Bridge Documents,
Bond Bridge Facility, Capital Securities, Consolidated Adjusted EBIT, Consolidated Financing
Expense, Fee Letter, Interest Coverage Ratio, Ohio Sale/leaseback Transaction, Parent,
Parent Contribution, Parent Intercompany Obligations,Parent Subordination Agreement and
Utilization Fee Rate. 2.03. Accounting Terms; Utilization of GAAP for Purposes of Calculations Under
Agreement. Section 1.2 of the Existing Credit Agreement shall be amended and restated
in its entirety as follows: 1.2 Accounting Terms; Utilization of GAAP for Purposes of Calculations Under
Agreement. Except as otherwise expressly provided in this Agreement, all accounting terms not
otherwise defined herein shall have the meanings assigned to them in conformity with GAAP or
SAP, as applicable. In connection with the determination of compliance or non-compliance
with any of the covenants, representations and warranties and other terms and provisions of
this Agreement, any calculation or other determination made hereunder shall utilize
accounting principles and policies in effect on the date hereof which are in conformity with
those used to prepare the financial statements referred to in Section 4.3A.
Financial statements and other information required to be delivered by the Borrower to the
Administrative Agent pursuant to clauses (i) and (ii) of Section 5.1
shall be prepared in accordance with GAAP as in effect at the time of such preparation. In
the event that a change in GAAP, SAP or other accounting principles and policies after the
date hereof affects in any material respect the calculations of, or compliance with, the
covenants contained herein, or the accuracy of the representations and warranties contained
herein, the Lenders and the Borrower agree to negotiate in good faith to amend the affected
covenants (and related definitions) to compensate for the effect of such changes so that the
restrictions, limitations and performance standards effectively imposed by such covenants,
as so amended, are substantially identical to the restrictions, limitations and performance
standards imposed by such covenants as in effect on the date hereof; provided that,
if the Requisite Lenders and the Borrower fail to reach agreement with respect to such
amendment within a reasonable period of time following the date of effectiveness of any such
change, calculation and other determination of compliance by the Borrower and its
Subsidiaries with the covenants contained herein shall be determined in accordance with GAAP
or SAP, as applicable, as in effect immediately prior to such change. 2.04. Commitments. Section 2.1A of the Existing Credit Agreement shall be
amended by deleting the following words in the first sentence thereof: ; provided that,
prior to First Amended and Restated Credit Agreement




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- 7 - the termination of the Bond Bridge Facility and the repayment of all obligations of the
Borrower thereunder, no more than $50,000,000 in aggregate principal amount of Loans may be
borrowed hereunder for purposes other than the repayment of maturing Assurant Commercial Paper
Debt. 2.05. Rate of Interest. (a) Section 2.2A(i) of the Existing Credit Agreement shall be amended and restated in
its entirety as follows: (i) Subject to the provisions of Sections 2.2E, 2.5 and 2.6,
each Loan shall bear interest on the unpaid principal amount thereof from the date made to
the date of repayment thereof at a rate equal to (a) at any time such Loan is a Base Rate
Loan, the sum of the Base Rate plus, for any Commitment Utilization Day, the
Applicable Additional Margin (if any); and (b) at any time such Loan is a LIBOR Loan, the
sum of the LIBOR plus the Applicable Margin plus, for any Commitment
Utilization Day, the Applicable Additional Margin (if any). (b) Section 2.2D of the Existing Credit Agreement shall be amended by deleting the
words plus the Applicable Margin in the eighth line thereof. 2.06. Fees. Section 2.3 of the Existing Credit Agreement shall be amended
and restated in its entirety as follows: 2.3 Fees. (i) The Borrower agrees to pay to the Administrative Agent, for the account of each
Lender for the period from and including the Effective Date to but not including the earlier
of the date such Commitment is terminated and the Maturity Date, a commitment fee equal to
the average of the daily difference between (1) the outstanding Commitment of such Lender
and (2) the aggregate outstanding principal amount of the Loans made by such Lender,
multiplied by the Commitment Fee Rate determined by reference to Schedule 1.1.
Accrued commitment fees will be payable in arrears on the last day of each Fiscal Quarter
and on the Commitment Termination Date. All commitment fees will be computed on the basis
of a year of 360 days and will be payable for the actual number of days elapsed. (ii) The Borrower agrees to pay to the Arrangers and the Agents such fees in the
amounts and at the times separately agreed to by the Borrower, the Arrangers and the
Agents. 2.07. Removal or Replacement of a Lender. Section 2.7 of the Existing Credit
Agreement shall be amended and restated in its entirety as follows: Anything contained herein to the contrary notwithstanding, in the event that: (i) any
Lender shall give notice to the Borrower that such Lender is an Affected Lender or that such
Lender is entitled to receive payments under Section 2.5, 2.6A or
2.6B, the circumstances which have caused such Lender to be an Affected Lender or
which entitle such Lender to receive such payments shall remain in effect, and such Lender
shall fail to withdraw such notice within five Business Days after the Borrowers request
for such First Amended and Restated Credit Agreement




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- 8 - withdrawal or (ii) at any time any Lender is a Defaulting Lender; then, with respect to
each such Lender (a Terminated Lender), the Borrower may (in the case of clause (ii)
above, within 30 days after such Lender becomes a Defaulting Lender or (so long as such
Lender remains a Defaulting Lender at such time) at any time thereafter), by giving written
notice to the Administrative Agent and such Terminated Lender of its election to do so,
elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees)
to assign its outstanding Loans in full to one or more Eligible Assignees (each a
Replacement Lender) in accordance with the provisions of Section 8.1 for a
purchase price equal to the outstanding principal amount of the Loans assigned and accrued
interest thereon and accrued and theretofore unpaid fees owing to such Terminated Lender
under Section 2.3 through the date of assignment, to be paid by the Replacement
Lender on the date of such assignment; provided that on the last day of the next
successive Interest Period, the Borrower shall pay any amounts payable to such Terminated
Lender to the date of such assignment pursuant to Section 2.5 or 2.6 or
otherwise as if it were a prepayment. Upon the completion of such assignment and the
prepayment of all amounts owing to any Terminated Lender, such Terminated Lender shall no
longer constitute a Lender for purposes hereof; provided that any right of such
Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. 2.08. Increase of the Commitments. A new Section 2.9 shall be inserted at
the end of Section 2 of the Existing Credit Agreement to read as follows: 2.9. Increase of the Commitments.The Borrower may, at any time by notice to the
Administrative Agent, propose an increase in the total Commitments hereunder (each such
proposed increase being a Commitment Increase) either by having a Lender increase its
Commitment then in effect (each an Increasing Lender) or by adding as a Lender with a new
Commitment hereunder a Person which is not then a Lender (each an Assuming Lender) in each
case with the approval of the Administrative Agent (not to be unreasonably withheld), which
notice shall specify the name of each Increasing Lender and/or Assuming Lender, as
applicable, the amount of the Commitment Increase and the portion thereof being assumed by
each such Increasing Lender or Assuming Lender, and the date on which such Commitment
Increase is to be effective (the Commitment Increase Date) (which shall be a Business Day
at least three Business Days after delivery of such notice and 30 days prior to the Maturity
Date); provided that: (i) the minimum amount of the increase of the Commitment of any Increasing
Lender, and the minimum amount of the Commitment of any Assuming Lender, as part of
any Commitment Increase shall be in an amount that is an integral multiple of
$5,000,000 and not less than $1,000,000; (ii) immediately after giving effect to any Commitment Increase, the total
Commitments hereunder shall not exceed $750,000,000; (iii) no Potential Event of Default or Event of Default shall have occurred
and be continuing on the relevant Commitment Increase Date or shall result from any
Commitment Increase; and First Amended and Restated Credit Agreement




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- 9 - (iv) the representations and warranties of the Borrower contained herein and
in the other Loan Documents shall be true and correct in all material respects on
and as of the relevant Commitment Increase Date to the same extent as though made on
and as of such date, except to the extent such representations and warranties
specifically relate to an earlier date, in which case such representations and
warranties shall have been true, correct and complete in all material respects on
and as of such earlier date. Each Commitment Increase (and the increase of the Commitment of each Increasing Lender
and/or the new Commitment of each Assuming Lender, as applicable, resulting therefrom) shall
become effective as of the relevant Commitment Increase Date upon receipt by the
Administrative Agent, at or prior to 9:00 a.m. (New York City time) on such Commitment
Increase Date, of (A) a certificate of a duly authorized officer of the Borrower stating
that the conditions with respect to such Commitment Increase under this Section 2.9
have been satisfied and (B) an agreement, in form and substance satisfactory to the Borrower
and the Administrative Agent, pursuant to which, effective as of such Commitment Increase
Date, the Commitment of each such Increasing Lender shall be increased or each such Assuming
Lender, as applicable, shall undertake a Commitment, duly executed by such Increasing Lender
or Assuming Lender, as the case may be, and the Borrower and acknowledged by the
Administrative Agent, together with such evidence and other related documents as the
Administrative Agent may reasonably request with respect to the Borrowers authorization of
such Commitment Increase and its obligation hereunder. Upon the Administrative Agents
receipt of a fully executed agreement from each Increasing Lender and/or Assuming Lender
referred to in clause (B) above, together with the certificate referred to in clause (A)
above, the Administrative Agent shall record the information contained in each such
agreement in the Register and give prompt notice of the relevant Commitment Increase to the
Borrower and the Lenders (including, if applicable, each Assuming Lender). On each
Commitment Increase Date the Borrower shall (i) prepay in full the outstanding Loans (if
any) held by the Lenders immediately prior to giving effect to the relevant Commitment
Increase, (ii) if the Borrower shall have so requested in accordance with this Agreement,
borrow new Loans from all Lenders (including, if applicable, any Assuming Lender) such that,
after giving effect thereto, the Loans are held ratably by the Lenders in accordance with
their respective Commitments (after giving effect to such Commitment Increase) and (iii) pay
to the Lenders the amounts, if any, payable under Section 2.6C. 2.09. Conditions. Section 3.1 of the Existing Credit Agreement shall be
deleted in its entirety and replaced with the words: 3.1 [Intentionally deleted]. 2.10. Financial Condition. (a) Section 4.3A of the Existing Credit Agreement shall be amended in its entirety to
read as follows: A. GAAP Financial Statements.The Borrower has heretofore delivered to the
Administrative Agent the audited consolidated balance sheet of the Borrower as at December
31, 2004, and the related audited consolidated statements of income, stockholders equity
and cash flows of the Borrower for the Fiscal Year then ended, together with all related
notes and schedules thereto. All such statements of the Borrower First Amended and Restated Credit Agreement




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- 10 - were prepared in conformity with GAAP and fairly present, in all material respects, the
financial position of the entities described in such financial statements as at the date
thereof and the results of operations and cash flows of the entities described therein for
the period then ended. Neither the Borrower nor any of its Subsidiaries has any contingent
liability or liability for taxes, long-term lease or unusual forward or long-term commitment
that is not reflected in the foregoing financial statements or the notes thereto and which
in any such case would reasonably be expected to have a Material Adverse Effect. (b) Section 4.3B of the Existing Credit Agreement shall be amended in its entirety to
read as follows: B. Statutory Financial Statements.All annual convention statements for the Fiscal
Years ended December 31, 2003 and 2004, including the financial statements on a statutory
basis and the accompanying exhibits and schedules and supplements thereto (the Annual
Convention Statements), in each case filed with any Applicable Insurance Regulatory
Authority by the Insurance Subsidiaries, (a) were duly filed, (b) were prepared in
accordance with SAP applied on a consistent basis throughout such periods except as
otherwise stated therein or required by the rules and regulations of the Applicable
Insurance Regulatory Authorities and in accordance with the books and records of the
Insurance Subsidiaries and (c) present fairly, in accordance with such practices, the
statutory financial position as at the date of, and the statutory results of its operations
for the periods covered by such Annual Convention Statements. Each Insurance Subsidiary
owns assets that qualify as legal reserve assets under applicable insurance laws in an
amount at least equal to all such required reserves and other similar amounts of such
Insurance Subsidiary, except where the failure to do so could not reasonably be expected to
have a Material Adverse Effect. (c) Section 4.3C of the Existing Credit Agreement shall be amended by deleting the
year 2002 in the last sentence thereof and replacing it with the year 2004. 2.11. No Material Adverse Change. Section 4.4 of the Existing Credit
Agreement shall be amended by deleting the year 2002 in the first line thereof and replacing it
with the year 2004. 2.12. Certain Fees. Section 4.12 of the Existing Credit Agreement shall be
deleted in its entirety and replaced with the words: 4.12 [Intentionally deleted]. 2.13. Disclosure. Section 4.17 of the Existing Credit Agreement shall be
amended by deleting the following words in the first sentence thereof: (including the Form S-1 of
the Borrower as filed with the Securities and Exchange Commission (together with filed
amendments)). 2.14. Insurance Reports and Filings. Section 5.1(vii)(b) of the Existing
Credit Agreement shall be amended by replacing the comma with the word and following clause
(1) thereof and deleting the following words: and (3) each registration, filing, submission,
report, order, direction, instruction, approval, authorization, license or other notice which the
Borrower or any Material Insurance Subsidiary may at any time make with, or receive from, any First Amended and Restated Credit Agreement




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- 11 - Applicable Insurance Regulatory Authority except with respect to matters arising in the
ordinary course of business of the Borrower or such Material Insurance Subsidiary. 2.15. Liens. (a) Section 6.1(viii) of the Existing Credit Agreement shall be amended in its
entirety to read as follows: (viii) Liens created pursuant to Capital Leases (including any Capital Lease entered
into in connection with the Missouri Sale/leaseback Transaction); provided that (a)
such Liens are only in respect of the property or assets subject to, and secure only, such
Capital Leases and (b) the sum of (1) the aggregate amount of Indebtedness secured by such
Liens and (2) the aggregate amount of Indebtedness secured by Liens permitted by clause
(ix) below does not exceed $75,000,000 at any time outstanding; (b) Section 6.1(ix) of the Existing Credit Agreement shall be amended by replacing
the amount $35,000,000 in the fifth line thereof with the amount $75,000,000. (c) Section 6.1 of the Existing Credit Agreement shall be further amended by (i)
deleting the word and at the end of clause (xiv) thereof, (ii) replacing the period at
the end of clause (xv) with a semicolon followed by the word and, and (iii) inserting immediately
following such clause (xv), a new clause (xvi) to read as follows: (xvi) Liens on Cash or Cash Equivalents in an aggregate amount not to exceed
$36,000,000 in favor of the Internal Revenue Service in the matter specified in Schedule
6.4.. 2.16. Indebtedness. Section 6.2 of the Existing Credit Agreement shall be
amended and restated in its entirety as follows: 6.2 Indebtedness. (i) The Borrower shall not, and shall not permit any Subsidiary to, directly or
indirectly, create, incur, assume or guaranty, or otherwise become or remain directly or
indirectly liable with respect to any Indebtedness other than (without duplication) (a)
Indebtedness payable after the scheduled Maturity Date, (b) Assurant Commercial Paper Debt,
(c) Indebtedness secured by Liens permitted by Section 6.1(viii),
(ix) or (xiv), (d) Indebtedness owed to the Borrower or a Subsidiary, (e)
Indebtedness arising under letters of credit issued for the account of the Borrower and/or
any Subsidiary, (f) Indebtedness of a Person that becomes a Subsidiary, or is merged into
the Borrower or a Subsidiary, after the Effective Date, provided that (1) such
Indebtedness is not incurred in anticipation thereof and (2) the aggregate amount of such
Indebtedness does not exceed $100,000,000 at any time outstanding, (g) Indebtedness of the
Borrower or any Subsidiary arising under Interest Rate Agreements and Currency Agreements,
provided that such agreements are entered into to hedge bona fide business risks and not for
speculation, (h) Indebtedness arising under this Agreement and (i) other Indebtedness having
an aggregate principal amount not exceeding $100,000,000 at any time outstanding. For
purposes of determining compliance with this clause (i), in the event that an item of
proposed Indebtedness meets the criteria of more than one of the First Amended and Restated Credit Agreement




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- 12 - categories above, the Borrower will be permitted to classify the item of Indebtedness
on the date of its borrowing, incurrence, creation or assumption, or later reclassify all or
a portion of the item of Indebtedness, in any manner that complies with this clause (i). (ii) The Borrower shall not permit the aggregate outstanding principal amount of all
Indebtedness of its Subsidiaries to exceed 5% of Consolidated Adjusted Net Worth at any
time; provided that the following Indebtedness shall be excluded in determining
whether Indebtedness of Subsidiaries exceeds 5% of Consolidated Adjusted Net Worth: (a)
Indebtedness described in Section 6.2(i)(a), and in Section 6.2(i)(c)
through (i)(g), (b) Indebtedness of the type described in clause (vii),
(viii) or (ix) of the definition of Indebtedness incurred by any Subsidiary
with respect to the obligations of one of its Subsidiaries and (c) Indebtedness of the type
described in clause (viii) or (ix) of the definition of Indebtedness
incurred in connection with insurance products offered by Subsidiaries in the ordinary
course of business. 2.17. Acquisitions; Certain Investments. (a) Section 6.3(i) of the Existing Credit Agreement shall be amended in its entirety
to read as follows: (i) acquire all or substantially all of the assets or Capital Stock of any Person
unless (a) immediately prior to, and after giving effect thereto, no Potential Event of
Default or Event of Default shall have occurred and be continuing or would result therefrom;
(b) all transactions in connection therewith shall be consummated, in all material respects,
in accordance with all applicable laws and in conformity with all applicable Governmental
Authorization; (c) the Borrower shall be in compliance with the financial covenants set
forth in Section 6.9 on a pro forma basis after giving effect to such acquisition as
of the last day of the Fiscal Quarter most recently ended; (d) with respect to any
acquisition in which the aggregate consideration payable equals or exceeds $50,000,000, the
Borrower shall have delivered to the Administrative Agent promptly following the time of
entering into a definitive purchase agreement for such acquisition, a Compliance Certificate
(1) certifying compliance with Section 6.7 and (2) evidencing compliance with (1)
Section 6.9 as required under clause (c) above, together with all relevant
financial information with respect to such acquired assets, including the aggregate
consideration for such acquisition and any other information required to demonstrate
compliance with Section 6.9; and (e) in the case of the acquisition of Capital Stock
of any Person, such Persons board of directors or similar governing body shall not at any
time have announced its intention to, or commenced any action to, oppose such acquisition;
or. (b) Section 6.3(ii) of the Existing Credit Agreement shall be amended in its entirety
as follows: (ii) make any loan or advance (other than advanced commissions in the ordinary course
of business) to, or other investment in, any customer or related venture of the Borrower or
any Subsidiary, other than any loan, advance or investment (a) in a customer or venture that
is engaged, and continues to engage, in an Insurance Business or a business reasonably
related to an Insurance Business and (b) made in the ordinary course of business and
consistent with past practice of the Borrower or such Subsidiary; First Amended and Restated Credit Agreement




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- 13 - provided that the aggregate book value of such loans, advances and other investments
(and renewals thereof with the same customer or venture) (A) existing on the Effective Date
shall not exceed $22,000,000, (B) made after the Effective Date shall not exceed $30,000,000
in the aggregate for any Fiscal Year and (C) shall not exceed $100,000,000 in the aggregate
at any time outstanding. 2.18. Restrictions on Subsidiary Distributions. Section 6.4 of the Existing
Credit Agreement shall be amended by (i) deleting the words or any Bond Bridge Document in clause
(i) thereof and (ii) replacing the words existing on the Signing Date in clause (iv)
thereof and replacing them with the words or any other instrument or agreement. 2.19. Financial Covenants. Section 6.9 of the Existing Credit Agreement
shall be amended in its entirety to read as follows (with corresponding changes in any
cross-references thereto): (i) Maximum Indebtedness to Capitalization Ratio. The Borrower shall not
permit the Indebtedness to Capitalization Ratio as of the last day of any Fiscal Quarter to
exceed0.35 to 1.0. (ii) Minimum Consolidated Adjusted Net Worth. The Borrower shall not permit
its Consolidated Adjusted Net Worth at any time to be less thanthe sum of (x)
$2,477,212,000, plus (y) 50% of Consolidated Net Income for each Fiscal Quarter
(beginning with the Fiscal Quarter ending after December 31, 2004) for which Consolidated
Net Income (measured at the end of each such Fiscal Quarter) is a positive amount
plus (z) 100% of the net proceeds received by the Borrower or any Subsidiary after
December 31, 2004 from any capital contribution to, or issuance of any Capital Stock of, the
Borrower or any Subsidiary (but excluding any issuance by a Subsidiary to the Borrower or to
a wholly-owned Subsidiary, and any capital contribution by the Borrower or a Subsidiary to a
wholly-owned Subsidiary). 2.20. Other Defaults Under Loan Documents. Section 7.5 of the Existing
Credit Agreement shall be amended and restated in its entirety as follows: The Borrower shall default in the performance of or compliance with any term contained
in this Agreement or any of the other Loan Documents to which it is a party, in each case
other than any such term referred to in any other subsection of this Section 7, and
such default shall not have been remedied or waived within 30 days after receipt by the
Borrower of notice from the Administrative Agent of such default; or. 2.21. Repudiation of Obligations. Section 7.12 of the Existing Credit
Agreement shall be amended by deleting the words or either Parent in the third line thereof. 2.22. Right to Assign. Section 8.1A of the Existing Credit Agreement shall
be amended and restated in its entirety as follows: A. Right to Assign.Each Lender shall have the right at any time to sell, assign or
transfer all or a portion of its rights and obligations under this Agreement, including all
or a portion of its Commitment or Loans owing to it or other Obligation (provided
that each such assignment shall be of a uniform, and not varying, percentage of First Amended and Restated Credit Agreement




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- 14 - all rights and obligations under and in respect of any Loan and any related Commitment)
with the prior written consent (such consent not to be unreasonably withheld) of: (i) the
Borrower, provided that no consent of the Borrower shall be required for an
assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of
Default has occurred and is continuing, any other assignee; and (ii) the Administrative
Agent; provided, further, that each such assignment pursuant to this
Section 8.1A shall be in an aggregate amount of not less than $5,000,000 (or such
lesser amount as may be agreed to by the Borrower (unless an Event of Default has occurred
and is continuing) and the Administrative Agent or as shall constitute the aggregate amount
of the Commitment and Loans of the assigning Lender). 2.23. Participations. Section 8.1H of the Existing Credit Agreement shall be
amended by deleting the words , or either Parent, any of its Subsidiaries or any of its
Affiliates) in the third line thereof. 2.24. USA PATRIOT Act. A new Section 8.22 shall be inserted at the end of
Section 8 of the Existing Credit Agreement to read as follows: 8.22 USA PATRIOT Act.Each Lender hereby notifies the Borrower that pursuant to the
requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October
26, 2001)), such Lender may be required to obtain, verify and record information that
identifies the Borrower, which information includes the name and address of the Borrower and
other information that will allow such Lender to identify the Borrower in accordance with
said Act. 2.25. Agent Appointed. Section 9.1 of the Existing Credit Agreement shall be
amended by deleting the words or either Parent in the last sentence thereof. 2.24. Schedules. Schedules 1.1, 2.1, 4.1C, 4.6, 4.11, 6.4 and 6.8 of the Existing
Credit Agreement shall be replaced by Schedule 1.1, Schedule 2.1, Schedule 4.1C, Schedule 4.6,
Schedule 4.11, Schedule 6.4 and Schedule 6.8, respectively, to this First Amendment and
Restatement and any reference in the Existing Credit Agreement to any such schedule (or words of
similar import, including indirect references to such schedule) shall be deemed to be a reference
to the corresponding schedule attached hereto. Section 3. Representations and Warranties. The Borrower hereby represents and
warrants to the Lenders and the Administrative Agent that as of the Restatement Effective Date: (a) the representations and warranties set forth in Section 4 of the Existing
Credit Agreement (as amended and restated hereby) are true and correct in all material
respects as of such date and, in addition, as if each reference therein to the Credit
Agreement (or words of similar import) referred to the First Amended and Restated Credit
Agreement and this First Amendment and Restatement, except to the extent such
representations and warranties specifically relate to an earlier date, in which case such
representations and warranties shall have been true, correct and complete in all material
respects on and as of such earlier date ; and (b) no Event of Default or Potential Event of Default has occurred and is continuing
on the Restatement Effective Date. First Amended and Restated Credit Agreement




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- 15 - Section 4. Conditions Precedent. The amendment and restatement of the Existing
Credit Agreement contemplated hereby and the obligations of the Lenders to make Loans under the
First Amended and Restated Credit Agreement shall become effective as of the date (the
Restatement Effective Date) that the Administrative Agent shall have received each of the
following, in form and substance satisfactory to it (or such condition shall have been waived in
accordance with Section 8.5 of the Existing Credit Agreement): 4.01. Borrower Documents. (a) This First Amendment and Restatement, duly executed and delivered by the Borrower,
the Lenders and the Administrative Agent. (b) Certified copies of the Organizational Documents of the Borrower, each dated as a
recent date prior to the Restatement Effective Date, certified as of a recent date prior to
the Restatement Effective Date by the appropriate governmental official or an officer of the
Borrower, as applicable; (c) Resolutions of the board of directors (or similar governing body) of the Borrower
approving and authorizing the execution, delivery and performance of this First Amendment
and Restatement and the other Loan Documents to which it is a party and certified as of the
Restatement Effective Date by an officer of the Borrower as being in full force and effect
without modification or amendment; (d) Signature and incumbency certificates of the officers of the Borrower executing on
behalf of the Borrower the Loan Documents to which it is a party; (e) An executed original of each Note requested by a Lender prior to the Restatement
Effective Date; (f) A good standing certificate of the Borrower from the Secretary of State of the
State of Delaware certified as of a recent date prior to the Restatement Effective Date; (g) A certificate, dated the Restatement Effective Date and signed by the senior
financial officer of the Borrower, certifying the representations and warranties set forth
in Section 3 hereof; and (h) Such other documents as the Administrative Agent on behalf of the Lenders may
reasonably request. 4.02. Opinion of Counsel. An opinion of Alston & Bird LLP, special New York counsel
for the Borrower. 4.03. Payment of Amounts under Existing Credit Agreement, Etc. Evidence satisfactory
to the Administrative Agent of payment (or of irrevocable instructions for payment) in full of: (a)
all fees payable to the Arrangers and the Agents in connection with this First Amendment and
Restatement as may be separately agreed between any such persons and the Borrower; (b) all unpaid
fees payable under Section 2.3 of the Existing Credit Agreement, accrued through but not
including the Restatement Effective Date; (c) all other unpaid amounts owing to each Retiring
Lender under the Existing Credit Agreement as of the Restatement Effective Date; and (d) all
reasonable costs and expenses of the Administrative Agent in First Amended and Restated Credit Agreement




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- 16 - connection with this First Amendment and Restatement, including, without limitation, the
reasonable fees and expenses of Milbank, Tweed, Hadley & McCloy LLP, special New York counsel to
JPMCB, in connection with the negotiation, preparation, execution and delivery of this First
Amendment and Restatement (to the extent that invoices for such fees and expenses have been
delivered to the Company at least one Business Day prior to the Restatement Effective Date). 4.04. Initial Loans. To the extent that, immediately prior to the effectiveness of
this First Amendment and Restatement, any Loans shall be outstanding under the Existing Credit
Agreement, the Borrower shall, as of the Restatement Effective Date, borrowed from, and each of the
Lenders shall make Loans to, the Borrower, and the Borrower shall prepay Loans held by the lenders
under the Existing Credit Agreement in such amounts as shall be necessary, together with accrued
interest, so that after giving effect to such Loans and prepayments, the Loans shall be held by the
Lenders pro rata in accordance with the respective amounts of their Commitments under the First
Amended and Restated Credit Agreement. Section 5. Retiring Lenders. Each Retiring Lender, by its execution and delivery of
a written confirmation of the termination of its Commitment under the Existing Credit Agreement,
shall, as of the Restatement Effective Date, cease to be a Lender under (and, accordingly, shall
cease to be a party to) the Existing Credit Agreement, and the Borrower hereby confirms and agrees
that, as of the Restatement Effective Date, the Retiring Lenders shall have no obligations or
liabilities under the First Amended and Restated Credit Agreement. Section 6. Miscellaneous. Except as herein provided, the Existing Credit Agreement
shall remain unchanged and in full force and effect. This First Amendment and Restatement may be
executed in any number of counterparts, all of which taken together shall constitute one and the
same instrument and any of the parties hereto may execute this First Amendment and Restatement by
signing any such counterpart and sending the same by telecopier, mail, messenger or courier to the
Administrative Agent or special New York counsel to JPMCB. This First Amendment and Restatement
shall be governed by, and construed in accordance with, the law of the State of New York. [Remainder of page intentionally left bank.] First Amended and Restated Credit Agreement




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- 17 - IN WITNESS WHEREOF, the parties hereto have caused this First Amendment and Restatement to be
duly executed as of the date first above written. BORROWERASSURANT, INC. (d/b/a Assurant Group)By:
    
    /s/ Miles B. YakreName:
    
    Miles B. YakreTitle:
    
    Senior Vice President, Corporate
Actuary and TreasurerU.S. Federal Tax Identification No.: 39-1126612Notice Address:Assurant, Inc.One Chase Manhattan PlazaNew York, NY 10005Attention: Katherine GreenzangTel: (212) 859-7021Fax: (212) 859-7034
 First Amended and Restated Credit Agreement




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- 18 - LENDERSJPMORGAN CHASE BANK, N.A.,individually and as Administrative AgentBy:
    
    /s/ Mark MalloyName:
    
    Mark MalloyTitle:
    
    Managing DirectorFunding and Payment Office:JPMorgan Chase Bank, N.A.131 South DearbornSuite IL1-0011Chicago, Illinois 60603Attention of Sharon Bosch- JPMorgan Loan ServicesTel: (312) 385-7019Fax: (312) 385-7107Email: Sharon_bosch@bankone.comNotice Address:JPMorgan Chase Bank, N.A.131 South DearbornSuite IL1-0011Chicago, Illinois 60603Attention of Sharon Bosch- JPMorgan Loan ServicesTel: (312) 385-7019Fax: (312) 385-7107Email: sharon_bosch@bankone.comwith a copy to:JPMorgan Chase Bank, N.A.270 Park AvenueNew York, New York 10017Attention of Heather LindstromTel: (212) 270-9839Fax: (212) 270-4739
 First Amended and Restated Credit Agreement




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- 19 - CITICORP NORTH AMERICA INC.By:
    /s/ Maria G. HackleyName:
    Maria G. HackleyTitle:
    Managing Director First Amended and Restated Credit Agreement




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- 20 - KEYBANK NATIONAL ASSOCIATIONBy:
    /s/ Mark K. YoungName:
    Mark K. YoungTitle:
    Vice President First Amended and Restated Credit Agreement




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- 21 - SUNTRUST BANKBy:
    /s/ Heidi M. KhambattaName:
    Heidi M. KhambattaTitle:
    Director First Amended and Restated Credit Agreement




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- 22 - M&I MARSHALL & ILSLEY BANKBy:
    /s/ Thomas F. BickelhauptName:
    Thomas F. BickelhauptTitle:
    Vice PresidentBy:
    /s/ Stephen E. KalmerName:
    Stephen E. KalmerTitle:
    Vice President First Amended and Restated Credit Agreement




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- 23 - U.S. BANK NATIONAL ASSOCIATIONBy:
    /s/ John FranceschiName:
    John FranceschiTitle:
    Vice President First Amended and Restated Credit Agreement




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- 24 - WACHOVIA BANK, NATIONAL ASSOCIATIONBy:
    /s/ Karen HankeName:
    Karen HankeTitle:
    Director First Amended and Restated Credit Agreement




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- 25 - CREDIT SUISSE FIRST BOSTON
acting through its Cayman Islands BranchBy:
    /s/ Jay ChallName:
    Jay ChallTitle:
    DirectorBy:
    /s/ Karim BlasettiName:
    Karim BlasettiTitle:
    Associate First Amended and Restated Credit Agreement




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- 26 - LEHMAN BROTHERS BANK, FSBBy:
    /s/ Janine M. ShuganName:
    Janine M. ShuganTitle:
    Authorized Signatory First Amended and Restated Credit Agreement




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- 27 - MERRILL LYNCH BANK USABy:
    /s/ Louis AlderName:
    Louis AlderTitle:
    Director First Amended and Restated Credit Agreement




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- 28 - MORGAN STANLEY BANKBy:
    /s/ Daniel TwengeName:
    Daniel TwengeTitle:
    Vice President
Morgan Stanley Bank First Amended and Restated Credit Agreement




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- 29 - WILLIAM STREET COMMITMENT CORPORATION
(Recourse only to assets of William Street Commitment Corporation)By:
    /s/ Manda DAgataManda DAgataAssistant Vice President First Amended and Restated Credit Agreement




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- 30 - THE BANK OF NOVA SCOTIABy:
    /s/ Todd S. MellerName:
    Todd S. MellerTitle:
    Managing Director First Amended and Restated Credit Agreement




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- 31 - UMB BANK, N.A.By:
    /s/ David A. ProffittName:
    David A. ProffittTitle:
    Senior Vice President First Amended and Restated Credit Agreement




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- 32 - COMMERCE BANK, N.A.By:
    /s/ Pamela T. HillName:
    Pamela T. HillTitle:
    Vice President First Amended and Restated Credit Agreement




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SCHEDULE 1.1 Pricing Schedule The Applicable Margin for LIBOR Loans and the Commitment Fee Rate shall be determined based on the
applicable Performance Level (as defined below). Performance Level
    
    Level I
    
    Level II
    
    Level III
    
    Level IV
    
    Level VApplicable Margin
for LIBOR Loans
    
    
    0.30
    %
    
    
    0.35
    %
    
    
    0.45
    %
    
    
    0.625
    %
    
    
    0.75
    %Commitment Fee Rate
    
    
    0.07
    %
    
    
    0.08
    %
    
    
    0.10
    %
    
    
    0.125
    %
    
    
    0.15
    %
 Performance Levelmeans Performance Level I, Performance Level II, Performance Level III,
Performance Level IV, Performance Level V or Performance Level VI, as identified by reference to
the public debt rating of the Borrower in effect on such date as set forth in the following chart: Performance Level
    
    Public Debt RatingLevel I
    
    Long Term Senior Unsecured Debt rated greater than or
equal to A by S&P or A2 by MoodysLevel II
    
    Long Term Senior Unsecured Debt rated greater than or
equal to A- by S&P or A3 by MoodysLevel III
    
    Long Term Senior Unsecured Debt rated greater than or
equal to BBB+ by S&P or Baa1 by MoodysLevel IV
    
    Long Term Senior Unsecured Debt rated greater than or
equal to BBB by S&P or Baa2 by MoodysLevel V
    
    Long Term Senior Unsecured Debt rated less than or equal
to BBB- by S&P or Baa3 by Moodys, and at all other
times (including if such ratings are not available from
both S&P and Moodys)
 For purposes of this definition, the Performance Level shall be determined by the applicable
public debt rating for the Borrower as follows: (i) the public debt rating shall be determined by
the then-current rating announced by either S&P or Moodys, as the case may be, for any class of
non-credit-enhanced long-term senior unsecured debt issued by the Borrower; (ii) if only one of S&P
and Moodys shall have in effect such a public debt rating, the Performance Level will be Level V
(except as a result of either S&P or Moodys, as the case Schedule 1.1 (Pricing Schedule)




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-2- may be, ceasing to be in the business of issuing public debt ratings, in which case the
Performance Level shall be determined by reference to the available rating); (iii) if neither S&P
nor Moodys shall have in effect such a public debt rating, the applicable Performance Level will
be Level V; (iv) if such public debt ratings established by S&P and Moodys shall fall within
different levels, the public debt rating will be determined by the higher of the two ratings;
provided that in the event that the lower of such public debt ratings is more than one
level below the higher of such public debt ratings, the public debt rating will be determined based
upon the level that is one level above the lower of such public debt ratings; (v) if any such
public debt rating established by S&P or Moodys shall be changed, such change shall be effective
as of the date on which such change is first announced publicly by the rating agency making such
change; and (vi) if S&P or Moodys shall change the basis on which such public debt ratings are
established, or shall change its respective rating system, each reference to the public debt rating
announced by S&P or Moodys, as the case may be, shall refer to the then-equivalent rating by S&P
or Moodys, as the case may be. Schedule 1.1 (Pricing Schedule)




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SCHEDULE 2.1 (Lenders Commitments) Lender
    
    CommitmentJPMorgan Chase Bank, N.A.
    
    $
    55,000,000Citicorp North America Inc.
    
    
    55,000,000KeyBank National Association
    
    
    40,000,000SunTrust Bank
    
    
    40,000,000M&I Marshall & Ilsley Bank
    
    
    35,000,000U.S. Bank National Association
    
    
    35,000,000Wachovia Bank, National Association
    
    
    35,000,000Credit Suisse First Boston
    
    
    30,000,000Lehman Brothers Bank, FSB
    
    
    30,000,000Merrill Lynch Bank USA
    
    
    30,000,000Morgan Stanley Bank
    
    
    30,000,000William Street Commitment Corporation
    
    
    30,000,000The Bank of Nova Scotia
    
    
    20,000,000UMB Bank, N.A.
    
    
    20,000,000Commerce Bank, N.A.
    
    
    15,000,000TOTAL
    
    $
    500,000,000
 Schedule 2.1 (Commitments)




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SCHEDULE 4.1C [See attached]




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SCHEDULE 4.6 1. A subsidiary of the Borrower, American Reliable Insurance Company (ARIC), participated in
certain excess of loss reinsurance programs in the London market and, as a result, reinsured
certain personal accident, ransom and kidnap insurance risks from 1995 to 1997. ARIC and a foreign
affiliate ceded a portion of these risks to other reinsurers (retrocessionaires). ARIC ceased
reinsuring such business in 1997. However, certain risks continued beyond 1997 due to the nature
of the reinsurance contracts written. ARIC and some of the other reinsurers involved in the
programs are seeking to avoid certain treaties on various grounds, including material
misrepresentation and non-disclosure by the ceding companies and intermediaries involved in the
programs. Similarly, some of the retrocessionaires are seeking avoidance of certain treaties with
ARIC and the other reinsurers. The disputes generally involve multiple layers of reinsurance, and
allegations that the reinsurance programs involved interrelated claims spirals devised to
disproportionately pass claims losses to higher-level reinsurance layers. Many of the companies
involved in these programs, including ARIC, are currently involved in negotiations, arbitration and
or litigation between multiple layers of retrocessionaires, reinsurers, ceding companies and
intermediaries, including brokers, in an effort to resolve these disputes. Many of those disputes
relating to the 1995 program year, including those involving ARIC, were settled on December 3,
2003. While the majority of the negotiations, arbitrations and/or litigations between the multiple
layers of reinsurers, ceding companies and intermediaries are still ongoing, ARIC and an affiliated
company, Bankers Insurance Company Limited (BICL), did resolve disputes with two of their
reinsurers in the 1996 and 1997 program years by means of a commutation agreement. As a result of
the settlement, the two affiliated reinsurers paid ARIC and BICL $6 million and both parties agreed
to release each other from any past, present or future obligations of any kind. Schedule 4.6 (Litigation)




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SCHEDULE 4.11 Assurant Health and Welfare Benefit Plan provides medical coverage to early retirees (persons
retiring on or after the attainment of age 55 through and inclusive of age 64 with at least 10
years of vesting service under the Assurant Pension Plan) and grandfathered retirees. This plan
also provides retiree life insurance coverage to certain retirees of Assurant Health, as well as
dental coverage to a very small number of retirees of the former Fortis Advisors and Fortis
Investor groups. Assurant Retiree Premium Reimbursement Plan provides retirees age 65 and over and retirees under
age 65 who have other medical coverage available to them (with at least 10 years of vesting service
under the Assurant Pension Plan) a subsidy toward the cost of MediGap, Medicare Part B and/or
private health insurance. Schedule 4.11 (ERISA)




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SCHEDULE 6.4 Pursuant to Section 7.11 of the Asset Purchase Agreement between Core, Inc., Broadspire Services,
Inc. and Broadspire Management Services, Inc. dated April 16, 2004, Core, Inc. must maintain at
least $6 million in cash or cash equivalents and a net tangible asset value of at least $14 million
until May 3, 2006. Agreement with the Internal Revenue Service (IRS) to maintain, for the benefit of the IRS, Cash
or Cash Equivalents in an amount not to exceed $36,000,000 in the aggregate pending an on-going
audit by the IRS. Schedule 6.4 (Applicable Orders and Agreements)




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SCHEDULE 6.8  1.
    Registration Rights Agreement dated February 10, 2004 between the Borrower and Fortis
Insurance N.V., granting Fortis Insurance N.V. and its affiliates that become shareholders
of the Borrower rights to request registration under the Securities Act to effect a public
offering with respect to all of the shares of the Borrowers common stock owned by them
from time to time during the term of the agreement, as amended by the Termination and
Amendment Agreement dated January 10, 2005.2.
    Termination and Amendment Agreement dated January 10, 2005 between the Borrower and
Fortis Insurance N.V. relating to registration rights.3.
    Letter Agreement between Borrower and Fortis Insurance N.V. dated January 10, 2005
relating to corporate governance arrangements.4.
    Cooperation Agreement dated February 10, 2004 among the Borrower, Fortis Insurance
N.V., Fortis N.V. and Fortis SA/NV, pursuant to which the Borrower will retain the right to
use the Fortis name for various transition periods following the Assurant IPO. Schedule 6.8 (Transaction with Affiliates)




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Schedule 4.1C(Entities in bold are insurance subsidiaries)31-Mar-05Assurant, Inc.Owns 1% of Dental Health Alliance, LLC
    
    FEI 13-3830846  DEOwns 100% of Core, Inc.
    
    FEI 04-2828817  MAOwns 100% of Dental Care Holdings, Inc.
    
    FEI 13-4195935  DEOwns 100% of Family Considerations, Inc. (fka Fortis Family, Inc.)
    
    FEI 58-2315775  GAOwns 100% of FamilySide, Inc.
    
    CANADAOwns 100% of First Fortis Life Insurance Company
    
    FEI 13-2699219; NAIC 81477  NYOwns 100% of Florida Office Corp.
    
    FEI 13-3896525  DEOwns 100% of GP Legacy Place, Inc. (fka Fortis Legacy Place, Inc.)
    
    FEI 13-3882719  DEOwns 100% of Insureco, Inc.
    
    FEI 33-0658229  CAOwns 100% of Interfinancial Inc.
    
    FEI 13-3036467  GAOwns 100% of Jacksonville Apartments, Inc.
    
    FEI 13-3868664 -DECore, Inc.Owns 100% of Disability Reinsurance Management Services, Inc.
    
    FEI 01-0483086  DEOwns 100% of SSDC, Corp.
    
    FEI 38-3357459  DEDental Care Holdings, Inc.Owns 100% of Denticare of Alabama, Inc.
    
    FEI 59-3063687  ALOwns 100% of Denticare, Inc. (KY)
    
    FEI 59-2228719; NAIC 96200  KYOwns 100% of Denticare, Inc. (FL)
    
    FEI 59-1652450; NAIC 52016  FLOwns 100% of Fortis Benefits DentalCare of New Jersey, Inc.
    
    FEI 52-1565653; NAIC 11244  NJOwns 100% of Fortis Benefits DentalCare of Wisconsin, Inc.
    
    FEI 39-1586450; NAIC 95129  WIOwns 100% of Georgia Dental Plan, Inc.
    
    FEI 58-1909945  GAOwns 100% of International Dental Plans, Inc.
    
    FEI 59-2327793; NAIC 52011  FLOwns 100% of UDC Dental California, Inc.
    
    FEI 33-0360239; NAIC 52031  CAOwns 100% of UDC Ohio, Inc.
    
    FEI 74-2609036; NAIC 52022  OHOwns 100% of United Dental Care Insurance Company
    
    FEI 86-0538651; NAIC 97870  AZOwns 100% of United Dental Care of Arizona, Inc.
    
    FEI 86-0517444; NAIC 47708  AZOwns 100% of United Dental Care of Colorado, Inc.
    
    FEI 86-0631335; NAIC 52032 -COOwns 100% of United Dental Care of Michigan, Inc.
    
    FEI 38-2833988; NAIC 11111  MIOwns 100% of United Dental Care of Nebraska, Inc.
    
    FEI 47-0676044; NAIC 52033  NEOwns 100% of United Dental Care of New Mexico, Inc.
    
    FEI 86-0384270; NAIC 47042  NMOwns 100% of United Dental Care of Pennsylvania, Inc.
    
    FEI 75-2635406; NAIC 47014  PAOwns 100% of United Dental Care of Texas, Inc.
    
    FEI 75-2076282; NAIC 95142  TXOwns 100% of United Dental Care of Utah, Inc.
    
    FEI 75-2635404; NAIC 95450  UTOwns 100% of United Dental Care, Inc.
    
    FEI 63-1197769  DEUnited Dental Care, Inc.Owns 100% of Denticare of Oklahoma, Inc.
    
    FEI 73-1153844; NAIC 47023  OKOwns 100% of UDC Life and Health Insurance Company
    
    FEI 73-1394955; NAIC 65929  OKOwns 100% of United Dental Care of Missouri, Inc.
    
    FEI 75-2481527; NAIC 47044  MOInsureco, Inc.Owns 100% of Assurant Reinsurance of Turks & Caicos, Ltd.
    
    TURKS & CAICOSOwns 100% of Insureco Services, Inc.
    
    FEI 95-2698862  CAInsureco Services, Inc.Owns 100% of Insureco Adjusters, Inc.
    
    FEI 95-2818626  CAOwns 100% of Insureco Agency & Insurance Services, Inc. (CA)
    
    FEI 95-3097622  CAInterfinancial Inc.Owns 100% of American Security Insurance Company
    
    FEI 58-1529575; NAIC 42978  DEOwns 100% of Fortis Benefits Insurance Company
    
    FEI 81-0170040; NAIC 70408  IAOwns 100% of Fortis Insurance Company
    
    FEI 39-0658730; NAIC 69477  WIOwns 100% of John Alden Financial Corporation
    
    FEI 59-2840712  DEOwns 100% of United Family Life Insurance Company
    
    FEI 13-3036472; NAIC 91693  GAOwns 100% of Washington Security Insurance Company
    
    FEI 20-0485678; NAIC 11971  DCAmerican Security Insurance CompanyOwns 100% of Standard Guaranty Insurance Company
    
    FEI 58-1529579; NAIC 42986  DEOwns 100% of Union Security Life Insurance Company
    
    FEI 58-1529581; NAIC 98884  DEFortis Benefits Insurance CompanyOwns 99% of Dental Health Alliance, LLC
    
    FEI 13-3830846  DEOwns 100% of Gala, Inc.
    
    FEI 63-1115291  ALJohn Alden Financial CorporationOwns 100% of John Alden Life Insurance Company
    
    FEI 41-0999752; NAIC 65080  WIOwns 100% of JA Services, Inc.
    
    FEI 65-0040859  DE




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John Alden Life Insurance CompanyOwns 100% of North Star Marketing Corporation
    
    FEI 59-2394561  OHJA Services, Inc.Owns 100% of John Alden Service Warranty Corporation
    
    FEI 65-0362333  DEOwns 100% of John Alden Service Warranty Corporation of Florida
    
    FEI 65-0362330  FLOwns 100% of John Alden Systems Company
    
    FEI 41-0946005  MNOwns 100% of NSM Sales Corporation
    
    FEI 65-0416844  NVFortis Insurance CompanyOwns 100% of National Insurance Institute, LLC
    
    FEI 83-0408679  WIUnited Family Life Insurance CompanyOwns 100% of American Bankers Insurance Group
    
    FEI 59-1985922- FLOwns 100% of American Memorial Life Insurance Company
    
    FEI 46-0260270; NAIC 67989- SDAmerican Bankers Insurance Group, Inc.Owns 100% of 3468704 Canada, Inc.
    
    CANADAOwns 100% of American Bankers Dominicana, S.A.
    
    DOMINICAN REPUBLICOwns 100% of American Bankers Capital, Inc.
    
    FEI 59-2731675  DEOwns 100% of American Bankers Financial Services, L.L.C.
    
    FEI 38-3443906  MIOwns 100% of American Bankers Insurance Company of Florida
    
    FEI 59-0593886; NAIC 10111- FLOwns 100% of Assurant Services Ireland, Ltd.
    
    IRELANDOwns 100% of American Bankers International Division, Inc.
    
    FEI 66-0568288  PROwns 100% of American Bankers Life Assurance Company of Florida
    
    FEI 59-0676017; NAIC 60275  FLOwns 100% of American Bankers Management Company, Inc
    
    FEI 65-0597010  FLOwns 100% of American Bankers Sales Corporation, Inc.
    
    FEI 59-1967729  FLOwns 100% of American Reliable Insurance Company
    
    FEI 41-0735002; NAIC 19615  AZOwns 100% of Assurant Group, Ltd.
    
    UNITED KINGDOMOwns 100% of Assurant Membership Services, Inc.
    
    CANADAOwns 100% of Assurant Services Denmark A/S
    
    DENMARKOwns 100% of Bankers Atlantic Reinsurance Company
    
    FEI 98-0152782  TURKS & CAICOSOwns 100% of Federal Warranty Service Corporation
    
    FEI 36-3596362  ILOwns 100% of Financial Exchange, Inc.
    
    FEI 75-1391092  TXOwns 100% of Guardian Investment Services, Inc.
    
    FEI 59-2720545  FLOwns 100% of International Financial Group, Inc.
    
    FEI 75-2533456  TXOwns 100% of MSDiversified Corp.
    
    FEI 64-0660045  MSOwns 100% of National Insurance Agency
    
    FEI 59-1357775  FLOwns 100% of Quail Roost Properties, Inc.
    
    FEI 59-1414202  FLOwns 100% of Roadgard Motor Club, Inc.
    
    FEI 59-2192619  FLOwns 100% of Sureway, Inc.
    
    FEI 59-1532747  DEOwns 100% of Voyager Group, Inc.
    
    FEI 59-1236556  FLOwns 100% of Voyager Service Warranties, Inc.
    
    FEI 59-2675787  FLAmerican Bankers Insurance Company of FloridaOwns 100% of American Bankers General Agency, Inc.
    
    FEI 74-2135158  TXAmerican Bankers International Division, Inc.Owns 49% of Assurant Danos Mexico S.A.
    
    MEXICOOwns 1% of Assurant Seguradora S.A.
    
    BRASILOwns 1% of Assurant Services Brasil, Limitada
    
    BRASILOwns 2% of Assurant Servicios de Mexico, S.A. de CV
    
    MEXICOOwns 49% of Assurant Vida Mexico S.A.
    
    MEXICOOwns 74% of Caribbean American Property Insurance Company
    
    FEI 66-0481184; NAIC 30590  PROwns 100% of ABIG Holding de Espana, S.L.
    
    SPAINOwns 100% of Caribbean American Insurance Agency Company
    
    FEI 66-0520042  PROwns 100% of Caribbean American Life Assurance Company
    
    FEI 66-0448783; NAIC 73156  PRABIG Holding de Espana, S.L.Owns 99% of American Bankers Argentina Compania de Seguros, S.A.
    
    ARGENTINAOwns 51% of Assurant Danos Mexico S.A.
    
    MEXICOOwns 100% of Assurant Holding de Puerto Rico, Inc.
    
    PUERTO RICOOwns 99% of Assurant Seguradora S.A.
    
    BRASILOwns 99% of Assurant Services Brasil, Limitada
    
    BRASILOwns 98% of Assurant Servicios de Mexico, S.A. de CV
    
    MEXICOOwns 51% of Assurant Vida Mexico S.A.
    
    MEXICOAmerican Bankers Management Company, Inc.Owns 100% of Consumer Assist Network Association, Inc.
    
    FEI 65-0597011 - DEAssurant Group LTDOwns 100% of Bankers Insurance Company, Ltd.
    
    UNITED KINGDOMOwns 100% of Bankers Life Assurance Company, Ltd.
    
    UNITED KINGDOMBankers Insurance Company, Ltd.Owns 100% of Bankers Insurance Service Company, Limited
    
    UNITED KINGDOMCaribbean American Life Assurance CompanyOwns 26% of Caribbean American Property Insurance Company
    
    FEI 66-0481184; NAIC 30590  PR




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American Bankers General Agency, Inc.Controls thru a management
agreement  Reliable Lloyds Insurance Company
    
    FEI 74-2289453; NAIC 28843  TXFederal Warranty Service CorporationOwns 100% of Assurant Services Canada, Inc.
    
    CANADAOwns 80% of Service Delivery Advantage, LLC
    
    FEI 61-1455870; ILFinancial Exchange, Inc.Attorney in fact for: Financial Insurance Exchange
    
    FEI 75-1391093; NAIC 18570  TXGuardian Investment Services, Inc.Owns 1% of American Bankers Argentina Compania de Seguros, S.A.
    
    ARGENTINAInternational Financial GroupOwns 100% of American Association for Financial Institution Services
    
    FEI 75-2337610  TXOwns 100% of PAS Financial Group, Inc.
    
    FEI 75-2321226  TXMSDiversified Corp.Owns 61% of MS Casualty Insurance Co.
    
    FEI 64-0681628; NAIC 15008  MSOwns 100% of MS Financial Services, Inc.
    
    FEI 64-0779440  MSOwns 100% of MS Life Insurance Company
    
    FEI 86-0275686; NAIC 83380  MSOwns 100% of MS Loan Center, Inc.
    
    FEI 64-0847246  MSOwns 100% of United Service Protection Corporation
    
    FEI 64-0906751  DEOwns 100% of United Service Protection, Inc.
    
    FEI 59-1794848  FLMS Financial Services, Inc.Owns 100% of United Service Protection (Canada) Corporation
    
    CANADAMS Life Insurance CompanyOwns 100% of Life Insurance Company of Mississippi
    
    FEI 64-0614963; NAIC 89133  MSOwns 39% of MS Casualty Insurance Co.
    
    FEI 64-0681628; NAIC 15008  MSOwns 67% common shares of MS Diversified Life Insurance
    
    FEI 64-0740613; NAIC 78310  MSSureway, Inc.Owns 100% of Guardian Travel, Inc.
    
    FEI 59-2519974  FLVoyager Group Inc.Owns 100% of Voyager American Insurance Company, Ltd.
    
    FEI 65-0508336  Turks & CaicosOwns 100% of Voyager Indemnity Insurance Company
    
    FEI 58-1455416; NAIC 40428  GAOwns 100% of Voyager Property and Casualty Insurance Company
    
    FEI 57-0665589; NAIC 35971  SCOwns 100% of Voyager Service Programs Inc.
    
    FEI 59-3110220  FL