Edgar Filing: ASSURANT INC

Definitive Proxy Statement

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Assurant, Inc.

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LOGO

March 29, 2011

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Assurant, Inc. The meeting will be held on May 12, 2011 at 9:30 a.m. at the Millenium Hilton located at 55 Church Street, New York, New York 10007. We hope you attend the Annual Meeting.

At the Annual Meeting, in addition to the election of directors and appointment of auditors, stockholders are being asked to cast an advisory vote approving the compensation of the Company’s named executive officers for 2010 and to cast an advisory vote approving an annual vote with respect to such compensation.

This year, we will be using the “Notice and Access” method of providing proxy materials to you via the Internet, in lieu of the paper mailing method used in the past. We believe that this process should provide you with a convenient and quick way to access your proxy materials and vote your shares, while allowing us to conserve natural resources and reduce the costs of printing and distributing these materials. On or about March 29, 2011, we will send you a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our Proxy Statement and 2010 Annual Report to Stockholders and how to vote. The Notice also contains instructions on how to receive a paper copy of your proxy materials.

Please give these materials your prompt attention. We then ask that you vote by Internet or telephone, or by requesting a printed copy of the proxy materials and completing, signing and returning the proxy card in the manner described therein. You may still vote in person at the Annual Meeting if you so desire by withdrawing your proxy, but voting by Internet or telephone now or requesting and returning your proxy card prior to the Annual Meeting will assure that your vote is counted if you are unable to attend.

Your vote is important, regardless of the number of shares you own. If you hold your shares through a broker, bank or other nominee, your shares will not be voted on the election of directors or the advisory votes on compensation unless you take action and provide voting instructions. Therefore, please promptly submit your vote by telephone, Internet or mail. We urge you to indicate your approval, as unanimously recommended by the directors, by voting FOR Proposals One, Two and Three, and for an annual vote with respect to Proposal Four, as indicated in the accompanying materials.

On behalf of the Board of Directors, we thank you for your continued interest and support.

Sincerely,

LOGO

Robert B. Pollock

President and Chief Executive Officer

Assurant

Assurant, Inc.

One Chase Manhattan Plaza

41st Floor

New York, New York 10005

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held May 12, 2011

To the Stockholders of ASSURANT, INC.:

Notice is hereby given that the Annual Meeting of Stockholders (the “Annual Meeting”) of Assurant, Inc. (“Assurant” or the “Company”) will be held at the Millenium Hilton, 55 Church Street, New York, New York 10007 on May 12, 2011 at 9:30 a.m., local time, for the following purposes:

1. To elect each of our directors standing for re-election to our Board of Directors to serve until the 2012 Annual Meeting of Stockholders;

2. To ratify the appointment of PricewaterhouseCoopers LLP as Assurant’s Independent Registered Public Accounting Firm for the year ending December 31, 2011;

3. To cast an advisory vote approving the compensation of the Company’s named executive officers for 2010;

4. To cast an advisory vote to determine the frequency of advisory votes with respect to such compensation; and

5. To transact such other business as may properly come before the meeting or any adjournment thereof.

The proposals described above are more fully described in the accompanying proxy statement, which forms a part of this notice.

If you plan to attend the Annual Meeting, please notify the undersigned at the address set forth above so that appropriate preparations can be made. If you hold your shares through a bank, broker or other nominee you must also request a legal proxy from your bank, broker or other nominee to validly vote at the Annual Meeting.

The Board of Directors has fixed March 17, 2011 as the record date for the Annual Meeting. Only stockholders of record at the close of business on that date will be entitled to notice of and to vote at the Annual Meeting or any adjournments or postponements thereof. A list of those stockholders will be available for inspection at the offices of Assurant located at One Chase Manhattan Plaza, 41st Floor, New York, New York 10005 commencing at least ten days before the Annual Meeting.

We are pleased to take advantage of the U.S. Securities and Exchange Commission’s “Notice and Access” rule that allows us to provide stockholders with notice of their ability to access proxy materials via the Internet. This allows us to conserve natural resources and reduces the costs of printing and distributing the proxy materials, while providing our stockholders with access to the proxy materials in a convenient and quick manner via the Internet. Under this process, on or about March 29, 2011, we will begin mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders informing them that our proxy statement, annual report to stockholders and voting instructions are available on the Internet upon the commencement of such mailing. As more fully described in the Notice, all stockholders may choose to access our proxy materials via the Internet or may request printed copies of the proxy materials.

Whether or not you plan to attend the Annual Meeting, we hope that you will read the proxy statement and submit your vote by telephone, via the Internet, or by requesting a printed copy of the proxy materials and completing, signing and returning the proxy card in the manner described therein. If you are present at the Annual Meeting you may, if you wish, withdraw your proxy and vote in person. Thank you for your interest in and consideration of the proposals listed above.

By Order of the Board of Directors,

LOGO

Bart R. Schwartz

Executive Vice President,

Chief Legal Officer and Secretary

March 29, 2011

The Assurant Proxy Statement and Annual Report are available at

www.proxyvote.com

You will need your 12-digit control number, listed on the Notice, to access these materials and to vote.

EACH VOTE IS IMPORTANT. TO VOTE YOUR SHARES, PLEASE PROMPTLY SUBMIT YOUR VOTE BY TELEPHONE, INTERNET OR MAIL AS DESCRIBED ABOVE.

Table of Contents


PROXY STATEMENT			1
EXECUTIVE OFFICERS			3
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS			5
SECURITY OWNERSHIP OF MANAGEMENT			6
COMPENSATION DISCUSSION AND ANALYSIS			8
Executive Summary			8
Elements of Our Executive Compensation Program			10
The Compensation Committee’s Decision-Making Process			18
Benefits			20
Related Policies and Considerations			21
COMPENSATION OF NAMED EXECUTIVE OFFICERS			23
Summary Compensation Table for Fiscal Year 2010, 2009 and 2008			23
Grants of Plan-Based Awards			25
Grants of Plan-Based Awards Table for Fiscal Year 2010			25
Narrative to the Summary Compensation Table and Grants of Plan-Based Awards Table			26
Outstanding Equity Awards Table for Fiscal Year 2010			27
Option Exercises and Stock Vested in Last Fiscal Year			30
Option Exercises and Stock Vested Table for Fiscal Year 2010			30
Pension Benefits			31
Pension Benefits Table for Fiscal Year 2010			31
Narrative to the Pension Benefits Table			31
Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans Table for Fiscal Year 2010			35
Narrative to the Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans Table			36
Potential Payments Upon Termination or Change of Control			38
Potential Payments Upon Termination or Change of Control Table			38
Narrative to the Potential Payments Upon Termination or Change of Control Table			40
COMPENSATION OF DIRECTORS			43
Director Compensation Table for Fiscal Year 2010			43
Narrative to the Director Compensation Table			44
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS			46
TRANSACTIONS WITH RELATED PERSONS			47
Transactions with Related Persons			47
Review, Approval or Ratification of Transactions with Related Persons			47
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE			49
CORPORATE GOVERNANCE			50
General			50
Director Independence			50
Board Leadership Structure and Role in Risk Oversight			51
Board and Committee Meetings and Attendance			52
Nominating and Corporate Governance Committee			52
Audit Committee			53
Compensation Committee			54
Compensation Committee Interlocks and Insider Participation			55
Communicating with the Presiding Director and the Board of Directors			55
Code of Ethics			55
COMPENSATION COMMITTEE REPORT			56


AUDIT COMMITTEE MATTERS			57
Audit Committee Report			57
Fees of Principal Accountants			58
PROPOSAL ONE			59
ELECTION OF DIRECTORS			59
PROPOSAL TWO			62
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			62
PROPOSAL THREE			63
ADVISORY VOTE ON EXECUTIVE COMPENSATION FOR 2010			63
PROPOSAL FOUR			64
ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTES ON EXECUTIVE COMPENSATION			64
INCORPORATION BY REFERENCE			65
OTHER MATTERS			65
ANNUAL REPORT AND FORM 10-K			65
STOCKHOLDER PROPOSALS			66

ASSURANT, INC.

One Chase Manhattan Plaza

41st Floor

New York, New York 10005

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

To Be Held May 12, 2011

This proxy statement is furnished to stockholders of Assurant, Inc. (to which we sometimes refer in this proxy statement as “Assurant” or the “Company”) in connection with the solicitation by the Board of Directors (the “Board”) of Assurant of proxies to be voted at the 2011 Annual Meeting of Stockholders (the “Annual Meeting”) to be held at the Millenium Hilton, 55 Church Street, New York, New York 10007 on May 12, 2011, at 9:30 a.m. or at any adjournment or postponement thereof.

The U.S. Securities and Exchange Commission has adopted rules that allow us to use a “Notice and Access” model to make our proxy statement and other Annual Meeting materials available to you. On or about March 29, 2011, we will begin mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders advising them that our proxy statement, annual report to stockholders and voting instructions can be accessed on the Internet upon the commencement of such mailing. You may then access these materials and vote your shares via the Internet or by telephone or you may request that a printed copy of the proxy materials be sent to you. You will not receive a printed copy of the proxy materials unless you request one in the manner described in the Notice. Using the Notice allows us to conserve natural resources and reduces the costs of printing and distributing the proxy materials, while providing our stockholders with access to the proxy materials in a convenient and quick manner via the Internet.

The solicitation of proxies for the Annual Meeting is being made by telephone, Internet and mail. Officers, directors and employees of Assurant, none of whom will receive additional compensation therefor, may also solicit proxies by telephone or other personal or electronic contact. We have retained D.F. King & Co., Inc. to assist in the solicitation of proxies for an estimated fee of $5,000 plus reimbursement of expenses. We will bear the cost of the solicitation of proxies, including postage, printing and handling, and will reimburse brokerage firms and other record holders of shares beneficially owned by others for their reasonable expenses incurred in forwarding solicitation material to beneficial owners of shares.

Any stockholder of record may revoke his or her proxy at any time before it is voted by delivering a later dated, signed proxy or other written notice of revocation to the Corporate Secretary of Assurant. Any record holder of shares present at the Annual Meeting may also withdraw his or her proxy and vote in person on each matter brought before the Annual Meeting. All shares represented by properly signed and returned proxies in the accompanying form or those submitted by Internet or telephone, unless revoked, will be voted in accordance with the instructions given thereon. A properly executed proxy without specific voting instructions will be voted as recommended by the Board: FOR each director nominee; FOR Proposals Two and Three; and for an annual vote with respect to Proposal Four, each as described in this proxy statement.

Any stockholder whose shares are held through a broker, bank or other nominee (shares held in street name) will receive instructions from the broker, bank or nominee that must be followed in order to have his or her shares voted. Such stockholders wishing to vote in person at the meeting must obtain a legal proxy from their broker, bank or other nominee and bring it to the meeting.

Only stockholders of record at the close of business on March 17, 2011, the record date for the Annual Meeting, will be entitled to notice of and to vote at the Annual Meeting or at any adjournment or postponement thereof. As of the close of business on that date, 98,883,093 shares of our common stock, par value $0.01 per share (the “Common Stock”), were outstanding. Stockholders will each be entitled to one vote per share of Common Stock held by them.

Votes cast in person or by proxy at the Annual Meeting will be tabulated by the inspector of elections appointed for the meeting. Pursuant to Assurant’s Bylaws and the Delaware General Corporation Law (the “DGCL”), the presence of the holders of shares representing a majority of the outstanding shares of Common Stock entitled to vote at the Annual Meeting, whether in person or by proxy, is necessary to constitute a quorum for the transaction of business at the Annual Meeting. Under the DGCL, abstentions and “broker non-votes” will be treated as present for purposes of determining the presence of a quorum. Broker non-votes are proxies from brokers or nominees as to which such persons have not received instructions from the beneficial owners or other persons entitled to vote with respect to a matter on which the brokers or nominees do not have the discretionary power to vote.

The election of each of the director nominees under Proposal One requires that each director be elected by the holders of a majority of the votes cast, meaning that the number of votes cast “for” a director’s election must exceed the number of votes cast “against” that director’s election. The Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”) has established guidelines pursuant to which any incumbent director who is not elected must promptly offer to tender his or her resignation for consideration by the Board. The Nominating Committee will consider any such resignation, taking into account all relevant factors, and make a recommendation to the Board whether to accept or reject the resignation, or whether other action should be taken. The Board, excluding the director in question, will act on the Nominating Committee’s recommendation and publicly disclose its decision and the rationale supporting it within 90 days following the date of the certification of the election results.

Under our by-laws, the approval of each of Proposals Two, Three and Four requires the affirmative vote of the holders of a majority in voting power of the stock present in person or represented by proxy and entitled to vote on the proposal at the Annual Meeting.

For purposes of the election of directors under Proposal One, an abstention will not affect whether the number of “for” votes exceeds the number of “against” votes, and accordingly will not affect whether the director is elected. For purposes of determining approval of Proposals Two and Three, abstentions will have the same legal effect as an “against” vote. With respect to Proposal Four, abstentions will be treated as not expressing any frequency preference (i.e., equivalent to a vote “against” each frequency).

Assurant believes that the ratification of the appointment of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for 2011 (Proposal Two) will be deemed to be a routine matter under Rule 452 of the New York Stock Exchange (“NYSE”) Listed Company Manual, and brokers will be permitted to vote uninstructed shares as to such matters. Stockholders are reminded that, beginning with the 2010 proxy season, the NYSE amended Rule 452 to make the election of directors in an uncontested election a “non-routine” item and, beginning with the 2011 proxy season, the NYSE amended Rule 452 to make votes with respect to executive compensation matters “non-routine” items. This means that brokers who do not receive voting instructions from their clients as to how to vote their shares with respect to Proposals One, Three or Four will not exercise discretion to vote on those proposals. If a broker or other record holder of shares returns a proxy card indicating it does not have discretionary authority to vote as to a particular matter (thus, a “broker non-vote”), those shares will not be counted as voting for or against the matter or “entitled to vote” on the matter, and will, therefore, have no legal effect on the voting for which the broker non-vote is indicated.

For the above reasons, we urge stockholders to take action to vote their shares by Internet, telephone or mail.

EXECUTIVE OFFICERS

The table below sets forth certain information, as of March 29, 2011, concerning each person deemed to be an Executive Officer of the Company. There are no arrangements or understandings between any Executive Officer and any other person pursuant to which the officer was selected.


Name	Age		Position
Robert B. Pollock		56	President, Chief Executive Officer and Director

Michael J. Peninger		56	Executive Vice President and Chief Financial Officer

Alan B. Colberg		49	Executive Vice President, Marketing and Business Development

Adam D. Lamnin		47	Executive Vice President; President and Chief Executive Officer of Assurant Health

S. Craig Lemasters		50	Executive Vice President; President and Chief Executive Officer of Assurant Solutions

Gene E. Mergelmeyer		52	Executive Vice President; President and Chief Executive Officer of Assurant Specialty Property

Christopher J. Pagano		47	Executive Vice President, Treasurer and Chief Investment Officer; President of Assurant Asset Management

John S. Roberts		55	Executive Vice President; Chief Executive Officer of Assurant Employee Benefits

Bart R. Schwartz		58	Executive Vice President, Chief Legal Officer and Secretary

John A. Sondej		46	Senior Vice President, Controller and Principal Accounting Officer

Sylvia R. Wagner		62	Executive Vice President, Human Resources and Development

Robert B. Pollock, President, Chief Executive Officer and Director. Biography available in the section entitled “PROPOSAL ONE—ELECTION OF DIRECTORS”.

Michael J. Peninger, Executive Vice President and Chief Financial Officer. Mr. Peninger was appointed Chief Financial Officer of the Company in March 2009, having served as Executive Vice President and Interim Chief Financial Officer since July 2007. Prior to that, he served as President and Chief Executive Officer of Assurant Employee Benefits beginning in January 1999. Mr. Peninger is a Fellow of the Society of Actuaries and a member of the American Academy of Actuaries.

Alan B. Colberg, Executive Vice President, Marketing and Business Development. Mr. Colberg was appointed Executive Vice President, Marketing and Business Development, effective as of his commencement of employment with the Company on March 28, 2011. Prior to this, Mr. Colberg served in multiple positions at Bain & Company, Inc. (“Bain”), including as Managing Director of Bain’s Atlanta office and Southern region from 2000 to 2011, and as global head of the Financial Services practice from 2005 to 2011.

Adam D. Lamnin, Executive Vice President; President and Chief Executive Officer, Assurant Health. Mr. Lamnin was appointed President and Chief Executive Officer of Assurant Health in January 2011, having served as Chief Operating Officer of Assurant Health since October 2009. Prior to that, he served in a variety of leadership roles at Assurant Solutions and Assurant Specialty Property, including as Executive Vice President, Chief Financial Officer and Group Senior Vice President. Mr. Lamnin is a Certified Public Accountant.

S. Craig Lemasters, Executive Vice President; President and Chief Executive Officer, Assurant Solutions. Mr. Lemasters has been Assurant Solutions’ President and Chief Executive Officer and Executive Vice President of Assurant, Inc. since July 2005.

Gene E. Mergelmeyer, Executive Vice President; President and Chief Executive Officer, Assurant Specialty Property. Mr. Mergelmeyer was appointed Chief Executive Officer of Assurant Specialty Property in August 2007 and President of Assurant Specialty Property and Executive Vice President of Assurant, Inc. in July 2007. Prior to that, Mr. Mergelmeyer served as Executive Vice President of Assurant Specialty Property beginning in 2006 and led Assurant Specialty Property’s lending solutions division since 1999.

Christopher J. Pagano, Executive Vice President, Treasurer and Chief Investment Officer; President, Assurant Asset Management. Mr. Pagano has been Executive Vice President, Treasurer and Chief Investment Officer since July 2007 and President of Assurant Asset Management, a division of the Company, since January 2005.

John S. Roberts, Executive Vice President; President and Chief Executive Officer, Assurant Employee Benefits. Mr. Roberts was appointed President and Chief Executive Officer of Assurant Employee Benefits and Executive Vice President of Assurant, Inc. in March 2009, having served as Interim President and Chief Executive Officer since July 2007. Prior to that, he served as Senior Vice President of Assurant Employee Benefits and President of Disability Reinsurance Management Services.

Bart R. Schwartz, Executive Vice President, Chief Legal Officer and Secretary. Mr. Schwartz has been Executive Vice President, Chief Legal Officer and Secretary since April 2008. He previously served as Chief Corporate Governance Officer and Secretary of The Bank of New York Mellon Corporation from 2006 to 2008.

John A. Sondej, Senior Vice President, Controller and Principal Accounting Officer. Mr. Sondej has been Senior Vice President, Controller and Principal Accounting Officer of the Company since January 2005. He is currently responsible for managing various functional departments at the Company, primarily including SEC Reporting and Compliance, Planning & Analysis, Investment Accounting, I.T. Finance, Facilities and Real Estate Management, Payroll and Procurement. Mr. Sondej is a Certified Public Accountant and is a member of the American Institute of Certified Public Accountants and the New Jersey Society of Certified Public Accountants.

Sylvia R. Wagner, Executive Vice President, Human Resources and Development. Ms. Wagner was appointed Executive Vice President, Human Resources and Development effective April 2009. She previously served as Senior Vice President, Human Resources and Development of Assurant Employee Benefits beginning in May 1995, where she was responsible for overseeing human resources and development, employee communications, clinical and behavioral health services, and community relations. Ms. Wagner currently serves on the Board of Trustees of the University of South Dakota Foundation.

The Management Committee of Assurant (the “Management Committee”) consists of the Company’s President and Chief Executive Officer, all of the Company’s Executive Vice Presidents and the Chief Executive Officers of each of Assurant’s operating segments. The Management Committee is ultimately responsible for setting the policies, strategy and direction of the Company, subject to the overall discretion and supervision of the Board.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table provides, with respect to each person or entity known by Assurant to be the beneficial owner of more than 5% of Assurant’s outstanding Common Stock as of February 1, 2011, (a) the number of shares of Common Stock owned (based upon the most recently reported number of shares outstanding as of the date the entity filed a Schedule 13G with the SEC) and (b) the percentage of all outstanding shares represented by such ownership as of February 1, 2011 (based on an outstanding share amount of 100,494,020 as of that date).


Name of Beneficial Owner	Shares of Common Stock Owned Beneficially		Percentage of Class
BlackRock, Inc.¹		9,020,476		9.0	%
The Vanguard Group, Inc.²		5,624,950		5.6	%
FMR LLC³		6,926,159		6.9	%

BlackRock, Inc., 40 East 52^nd Street, New York, New York 10022, filed a Schedule 13G/A on February 2, 2011, with respect to beneficial ownership of 9,020,476 shares. This represented 9.0% of our Common Stock as of February 1, 2011. BlackRock, Inc. has indicated that it filed this Schedule 13G/A on behalf of the following subsidiaries: BlackRock Japan Co. Ltd., BlackRock Advisors (UK) Limited, BlackRock Institutional Trust Company, N.A., BlackRock Fund Advisors, BlackRock Asset Management Canada Limited, BlackRock Asset Management Australia Limited, BlackRock Advisors LLC, BlackRock Capital Management, Inc., BlackRock Financial Management, Inc., BlackRock Investment Management, LLC, BlackRock Investment Management (Australia) Limited, BlackRock (Luxembourg) S.A., BlackRock (Netherlands) B.V., BlackRock Fund Managers Limited, BlackRock Pensions Limited, BlackRock Asset Management Ireland Limited, BlackRock International Limited., BlackRock Investment Management (UK) Limited.

²	The Vanguard Group, Inc., 100 Vanguard Blvd., Malvern, PA 19355, filed a Schedule 13G on February 10, 2011, with respect to the beneficial ownership of 5,624,950 shares. This represented 5.6% of our Common Stock as of February 1, 2011.

³	FMR LLC, 82 Devonshire Street, Boston, Massachusetts 02109, filed a Schedule 13G/A on February 14, 2011, with respect to the beneficial ownership of 6,926,159 shares. This represented 6.9% of our Common Stock as of February 1, 2011.

SECURITY OWNERSHIP OF MANAGEMENT

The following table provides information concerning the beneficial ownership of Common Stock as of February 1, 2011 by Assurant’s Chief Executive Officer, Chief Financial Officer, and each of Assurant’s other three most highly compensated executive officers, each director, and all executive officers and directors as a group. As of February 1, 2011, we had 100,494,020 outstanding shares of Common Stock. Except as otherwise indicated, all persons listed below have sole voting power and dispositive power with respect to their shares, except to the extent that authority is shared by their spouses, and have record and beneficial ownership of their shares.


Name of Beneficial Owner	Shares of Common Stock Owned Beneficially¹			Percentage of Class
Robert B. Pollock		388,148			*

Michael J. Peninger		195,182			*

Gene E. Mergelmeyer		35,839			*

Christopher J. Pagano		27,696			*

Bart R. Schwartz		24,938			*

Elaine D. Rosen		1,181			*

Beth L. Bronner		18,337			*

Howard L. Carver		20,477			*

Juan N. Cento		4,305			*

Allen R. Freedman		18,337			*

Lawrence V. Jackson		1,108			*

David B. Kelso		3,903			*

Charles J. Koch		20,881			*

H. Carroll Mackin		19,337			*

John M. Palms		20,719			*

John A. C. Swainson		0	²		*

All directors and executive officers as a group (22 persons)		1,005,390			1	%

*	Less than one percent of class.

¹	(a) Includes: for Mr. Pollock, 12,329 shares of Common Stock; for Mr. Pagano, 3,506 shares of Common Stock and for all directors and executive officers as a group, 15,835 shares of Common Stock held through the Assurant 401(k) Plan, as of December 31, 2010.

(b) Includes: for Mr. Pollock, 3,270 shares of restricted stock; for Mr. Peninger, 4,788 shares of restricted stock; for Mr. Mergelmeyer, 819 shares of restricted stock; for Mr. Pagano, 559 shares of restricted stock; for Mr. Schwartz, 4,757 shares of restricted stock; and for all executive officers as a group, 25,727 shares of restricted stock awarded under the Assurant, Inc. 2004 Long-Term Incentive Plan.

(c) Includes: 3,124 shares of Common Stock subject to a five-year holding period commencing on the applicable grant date awarded to Dr. Palms under the Directors Compensation Plan and 1,303 shares of Common Stock awarded to Dr. Palms under the Assurant, Inc. 2004 Long-Term Incentive Plan; 3,124 shares of Common Stock awarded to each of Ms. Bronner and Messrs. Carver, Cento, Freedman, Koch and Mackin under the Directors Compensation Plan; 1,897 shares of Common Stock awarded to Mr. Kelso under the Directors Compensation Plan. The directors as a group hold a total of 25,068 shares of Common Stock subject to a five-year holding period commencing on the applicable grant date.

(d) Shares reported for Mr. Pollock include 200 shares that are considered to be pledged because they are held in a margin account. Shares reported for Mr. Carver include 12,000 shares that are considered to be pledged because they are held in a brokerage account as collateral for a nominal short-term loan. Shares reported for Mr. Mackin include 1,000 shares that are considered to be pledged because they are held in a margin account. As of February 1, 2011, a total of 13,200 of the shares beneficially owned by directors and executive officers as a group were considered to be pledged.

(e) Includes restricted stock units (“RSUs”) that will vest and/or become payable on or within 60 days of February 1, 2011 in exchange for the following amounts of Common Stock as of February 1, 2011: for Mr. Pollock, 82,284 shares (including 48,334 shares that would be issuable upon a retirement); for Mr. Peninger, 104,017 shares (including 92,288 shares that would be issuable upon a retirement); and for each of Messrs. Mergelmeyer, Pagano and Schwartz: 10,592 shares. RSUs that will vest on or within 60 days of February 1, 2011 in exchange for shares of Common Stock, for all directors and executive officers as a group, totaled 292,107.

(f) Includes vested and unexercised stock appreciation rights (“SARs”) that could have been exercised on or within 60 days of February 1, 2011 in exchange for the following amounts of Common Stock as of February 1, 2011: for Mr. Pollock, 153,336 shares; for Mr. Peninger, 35,834 shares; for Mr. Mergelmeyer, 4,617 shares; and for each of Dr. Palms, Ms. Bronner, Messrs. Carver, Freedman, and Mackin, 713 shares. Vested and unexercised SARs that could have been exercised on or within 60 days of February 1, 2011 in exchange for shares of Common Stock, for all directors and executive officers as a group, totaled 242,029.

²	As of February 1, 2011, Mr. Swainson held 2,231 RSUs, none of which will vest or become payable within 60 days of that date. For additional information regarding RSU awards granted to our non-employee directors in 2010, please see the Director Compensation Table on page 43, below.

COMPENSATION DISCUSSION AND ANALYSIS

I. Executive Summary

Introduction

This Compensation Discussion and Analysis (“CD&A”) provides a detailed review of the compensation principles and strategic objectives governing the compensation of the following individuals, who were our named executive officers for 2010:


Robert B. Pollock		President and Chief Executive Officer
Michael J. Peninger		Executive Vice President and Chief Financial Officer
Gene E. Mergelmeyer		Executive Vice President; President and Chief Executive Officer, Assurant Specialty Property
Christopher J. Pagano		Executive Vice President, Treasurer and Chief Investment Officer; President, Assurant Asset Management
Bart R. Schwartz		Executive Vice President, Chief Legal Officer and Secretary

Throughout this CD&A, we refer to these individuals as our “NEOs” and to Mr. Pollock as our “CEO.”

Impact of 2010 Business Results on NEO Compensation

Assurant’s executive compensation programs are designed to align the interests of our executives with those of our stockholders by tying significant portions of their compensation to the Company’s financial performance. The following chart shows the relative percentages of target variable and fixed compensation established for our CEO at the beginning of 2010:

LOGO

Highlights for the Company’s 2010 fiscal year include:

•

20% annual growth in net operating income (“NOI”) from $494 million to $560 million ($3.92 to $5.02 per diluted share)

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12.1% operating return on equity (“ROE”), excluding accumulated other comprehensive income (“AOCI”)

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6% annual growth in book value per diluted share, excluding AOCI, after non-cash goodwill impairment charge of $306 million

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$603 million returned to stockholders in repurchases and dividends

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$880 million of holding company capital at year-end

•

Achievement of strategic enterprise risk management objectives, including the incorporation of quantitative business and portfolio transaction analysis into ongoing business processes

Significant increases in the Company’s profitability in 2010 resulted in annual incentive payments for Messrs. Pollock, Peninger, Pagano and Schwartz equal to 1.55 times their respective target opportunities. Continued strong revenue and returns for Assurant Specialty Property resulted in an annual incentive payment to Mr. Mergelmeyer equal to 1.84 times his target opportunity.

Vesting of performance-based equity awards for the 2009, 2010 and 2011 performance cycles will not be determined until the end of the applicable three-year cycle; accordingly, none of our NEOs will be eligible for a payout in respect of any performance-based equity awards until 2012.

For more information about our fiscal 2010 operating results, please see the earnings release, Exhibit 99.1 to our Current Report on Form 8-K furnished to the SEC on February 2, 2011, and the financial supplement posted on the “Investor Relations” section of our website at http://ir.assurant.com. Neither the earnings release nor the financial supplement is incorporated by reference into this proxy statement.

Our Executive Compensation Principles

Set forth below are our core executive compensation principles, along with an explanation of compensation of our NEOs in 2010 and key actions taken with respect to NEO compensation through March 2011 to ensure that our executive compensation program reflects these principles:

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Executive compensation opportunities at Assurant should be sufficiently competitive to attract and retain talented executives while remaining aligned with the interests of our stockholders.

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When setting target total direct compensation opportunities (base salary, annual incentives and long-term equity incentives) for our NEOs, we seek to approximate median levels for comparable positions at companies in our compensation peer group.

•

In February 2010, each member of our Management Committee entered into an amendment that eliminated the excise tax gross-up provisions included in his or her change of control agreement with the Company.

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Effective January 1, 2010, financial planning benefits were eliminated for our executive officers and directors. The Company provides no significant perquisites to its executives.

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Compensation provided to our executives should reflect the business performance experienced by our stockholders.

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In 2010, variable compensation comprised 82% of target total direct compensation awarded to our CEO and averaged 73% of target total direct compensation awarded to our other NEOs.

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Each NEO’s annual incentive opportunity is contingent on the Company’s earnings. If the Company does not produce positive net operating income, no pool is available for annual incentive payments.

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Since 2009, 50% of the annual long-term equity based incentive award provided to our NEOs has been awarded in the form of performance stock units (“PSUs”) and 50% in the form of restricted stock units (“RSUs”).

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Our incentive-based programs should motivate our executives to deliver above-median results.

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When setting performance goals under our annual incentive program, we seek to ensure that above-median compensation will be paid only if the Company delivers above-median performance.

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Payouts with respect to PSU awards are contingent on performance relative to a broad index and only reach above-median levels if our performance exceeds the 50^th percentile of this index.

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Our executive compensation programs should reinforce a culture of accountability and encourage prudent risk management.

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In 2009 and 2010, 20% of each NEO’s target annual incentive compensation opportunity was contingent on the achievement of specified enterprise risk management objectives.

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The 50/50 split between PSUs and RSUs motivates our management to seek an appropriate balance between taking informed business risks and realizing above-median compensation.

•

Assurant’s stock ownership guidelines seek to link wealth creation for our senior executives to the long-term impact of the strategic decisions they make. As of December 31, 2010, all of our NEOs exceeded their respective stock ownership requirements.

II. Elements of Our Executive Compensation Program

The following table sets forth the primary elements of the compensation programs that apply to our NEOs and the objective each element is designed to achieve:


Pay Elements
Compensation Element		Objective/Purpose
Annual base salary		• Provides fixed compensation that, in conjunction with our annual and long-term incentive programs, approximates the median level of total target compensation for comparable positions at companies in our compensation peer group. • Helps to attract and retain talented executives with compensation levels that are consistent with stockholders’ long-term interests.
Annual incentive program		• Motivates executives to achieve specific corporate or business segment goals selected for their potential to increase long-term stockholder value.
Long-term equity incentive award program		• Motivates executives to consider longer-term ramifications of their actions and appropriately balance long- and near-term objectives. • Reinforces a culture of accountability focused on long-term value creation. • Requires delivery of above-median performance to earn an above-median payout on long-term performance based equity awards.
Retirement, deferral and health and welfare programs		• Provides a competitive program that addresses retirement needs of executives. • NEOs participate in the same health and welfare programs offered to all U.S. employees, as well as an executive long-term disability program.
Separation pay		• Executives are not entitled to separation pay other than upon certain terminations of employment in connection with the sale of the Company or an applicable business segment. • Enables executives to focus on maximizing value for stockholders in the context of a change of control transaction.

Mix of Total Direct Compensation Elements

The following charts show the relative percentages of each component of target total direct compensation that were established for our CEO and our other NEOs at the beginning of 2010:

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Because our CEO is primarily responsible for executing the strategic objectives of the Company, we believe that long-term equity incentives should comprise a greater portion of his target total direct compensation compared to our other NEOs. We also believe that a majority of his target total direct compensation opportunity should be subject to pre-established performance goals. Accordingly, in 2010 approximately 55% of Mr. Pollock’s target total direct compensation opportunity was contingent on the achievement of pre-established performance metrics under the Company’s annual and long-term equity incentive plans.

Changes to Compensation Mix in 2010

In January 2010, Towers Watson & Co. (“Towers Watson”), the independent compensation consultant of the Compensation Committee of the Board (the “Committee”), presented data to the Committee demonstrating that the target total direct compensation opportunity provided to our NEOs fell below median levels for similarly situated executives at companies in our compensation peer group. Consistent with our principle of approximating median total direct compensation opportunities while ensuring continued alignment with the interests of our stockholders, the Committee authorized increases in the variable components of 2010 NEO pay, while generally maintaining base salaries at 2009 levels. The Committee determines the allocations among the components of target total direct compensation each year in conjunction with its determination of total compensation for the year.

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CEO Compensation. Mr. Pollock’s base salary and annual incentive opportunity remained unchanged in 2010 from 2008 and 2009 levels. The Committee approved an increase in the long-term incentive component of Mr. Pollock’s compensation from 250% to 300% of base salary in 2010.

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CFO Compensation. To reflect Mr. Peninger’s permanent appointment as the Company’s Chief Financial Officer, the Committee approved an increase in base salary from $500,000 to $550,000, an increase in annual incentive opportunity from 80% to 100% of base salary and an increase in long-term incentive opportunity from 150% to 200% of base salary.

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Other NEOs. Base salaries for Messrs. Mergelmeyer, Pagano and Schwartz remained unchanged from 2009. The Committee approved an increase in annual incentive opportunity from 80% to 90% of base salary and an increase in long-term incentive opportunity from 150% to 175% of base salary for each of these executives.

2010 Annual Incentive Compensation

The objective of our annual incentive program is to motivate our executives to achieve specific Company or segment goals selected for their potential to increase long-term stockholder value. Management takes a number of factors into account when developing recommended performance goals for the Committee’s consideration. In any given year, these factors may include management’s expectations regarding business performance, results from prior years, opportunities for strategic growth and/or economic trends that may affect our business (e.g., levels of consumer spending, unemployment rates, mortgage default rates or prevailing conditions in the credit markets).

Annual Performance Goals. The following chart shows the relative weightings for each performance goal under our annual incentive program:

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Financial Performance (80%): Balancing Growth and Profitability. Since our inception as a public company, and consistent with our sustainable growth strategy, we have allocated 40% of the target annual incentive opportunity provided to our NEOs to top-line revenue growth for specified areas and 40% to profitability. We believe that weighting profitability and growth measures equally motivates our executives to strike an appropriate balance between expanding new or existing businesses and generating returns from those businesses. We use operating measures for these financial targets because they exclude the impact of net realized gains (losses) on investments and other unusual and/or non-recurring or infrequent items.

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For NEOs who serve in a corporate capacity, top-line revenue growth is measured by a weighted average of the performance results of the business segments, and profitability is measured using consolidated operating EPS and operating ROE.⁴

⁴

Consolidated operating EPS is determined by dividing NOI for the Company as a whole by the weighted average number of diluted shares of our Common Stock outstanding during the year. Operating ROE for the Company is determined by dividing NOI for the Company by average stockholders’ equity for the year, excluding AOCI. For additional information regarding these measures, please see the earnings release, Exhibit 99.1 to our Current Report on Form 8-K furnished to the SEC on February 2, 2011, and the financial supplement posted on the “Investor Relations” section of our website at http://ir.assurant.com. Neither the earnings release nor the financial supplement is incorporated by reference into this proxy statement.

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Financial targets for NEOs who serve as business segment leaders apply to the business segments they lead. Top-line growth is measured through a combination of gross or net earned premiums and fees and gross written premium/new sales of designated products. Profitability is measured using NOI and operating ROE for the segment.⁵

For 2010, the Committee sought to establish financial targets that were challenging and would motivate our senior executives to deliver growth in a difficult economic environment.

Strategic Development (20%): Facilitating Effective Enterprise Risk Management. Strategic development goals are designed to focus our executives on achieving specified strategic, operational and/or organizational objectives we view as critical to our long-term financial success. Performance against strategic development goals is measured for all NEOs based on a combination of Company and segment-level results.

For 2010, the Committee again selected enterprise risk management as the area of strategic focus. Specifically, the Committee approved the following objectives: (i) quantification of segment-specific business risks that may have a material Company-level impact (25%), evaluated by segment; (ii) quantification of segment-specific business risks that may have a material segment-level impact (40%) and achievement of segment-specific compliance goals (10%), evaluated by segment; and (iii) incorporation of quantitative business transaction risk analysis (5%) and portfolio transaction risk analysis (20%) into ongoing business processes, measured for all segments at the Company level. The Company retained an external consultant to monitor each segment’s progress with respect to the 2010 goals and prepare an assessment for submission to the Committee along with management’s recommended performance ratings.

⁵

NOI for each business segment is determined by excluding net realized gains or losses on investments and unusual and/or infrequent items from net income. Operating ROE for each business segment is determined by dividing NOI for the segment by average stockholders’ equity for the segment. For additional information regarding these measures, please see the earnings release, Exhibit 99.1 to our Current Report on Form 8-K furnished to the SEC on February 2, 2011, and the financial supplement posted on our “Investor Relations” section of our website at http://ir.assurant.com. Neither the earnings release nor the financial supplement is incorporated by reference into this proxy statement.

2010 Results. The following table sets forth performance targets applicable to our NEOs for 2010, along with the resulting multipliers:

2010 Annual Incentive Performance Targets and Results¹


Weighting		Performance Metric	0.0		0.5		1.0		1.5		2.0		2010 Results		Performance Multiplier	Composite Multiplier
Assurant Enterprise
	25%	Consolidated Operating Earning per Share (EPS)	$	3.00	$	3.25	$	3.50	$	4.00	$	4.50	$	5.02	2.00
	15%	Operating Return on Equity (ROE)		7.3%		7.8%		8.3%		9.5%		10.8%		12.07%	2.00		1.55
	40%	Revenue Growth²												N/A	0.93
	20%	Enterprise Risk Management												N/A	1.90
Assurant Specialty Property
	25%	Net Operating Income (NOI)	$	220	$	245	$	270	$	320	$	370	$	424.3	2.00
	15%	Operating Return on Equity (ROE)		19.5%		21.25%		23%		26.5%		30%		36.6%	2.00
	40%	Revenue Growth
		50%: Gross earned premium + fee income	$	2,550	$	2,625	$	2,700	$	2,850	$	3,000	$	2,866.8	1.56		1.84
		50%: Gross written premium	$	1,825	$	1,900	$	1,975	$	2,125	$	2,275	$	2,202.2	1.76
	20%	Enterprise Risk Management												N/A	1.90

¹	Dollar amounts applicable to performance metrics other than EPS are expressed in millions.

The corporate-level revenue growth multiplier is determined based on a weighted average of the performance multipliers applicable to each business segment, which are weighted as follows: Assurant Specialty Property—25%; Assurant Solutions—30%; Assurant Health—25%; and Assurant Employee Benefits—20%. The revenue growth multiplier for: (i) Assurant Solutions was 1.13, based on weighted targets of $3.8 billion for gross earned premium and fee income (50%) and $3.2 billion for gross written premium (50%), and results of $3.75 billion for net earned premium and fee income and $3.44 billion for gross written premium; (ii) Assurant Health was 0.51, based on weighted targets of $1.9 billion for net earned premium and fee income (50%) and $360 million for new sales (50%), and results of $1.9 billion for net earned premium and fee income and $295.6 million for new sales; and (iii) Assurant Employee Benefits was 0.26, based on weighted targets of $1.175 billion for net earned premium and fee income (50%) and $175 million in total sales (50%), and results of $1.127 billion for net earned premium and fee income and $136.2 million in total sales.

The performance targets included in the table above are disclosed only to assist investors and other readers in understanding the Company’s executive compensation. They are not intended to provide guidance on the Company’s future performance. These performance targets should not be relied upon as predictive of the Company’s future performance or the future performance of any of our operating segments.

The following table shows target annual incentive compensation, the weighted average multipliers for each NEO and the resulting annual incentive award payout for 2010:


Named Executive Officer	2010 Target Annual Incentive		2010 Multiplier	2010 Annual Incentive Payment
Robert B. Pollock, President and Chief Executive Officer	$	1,425,000	1.55 (Assurant Enterprise)	$	2,208,750
Michael J. Peninger, Executive Vice President and Chief Financial Officer	$	550,000	1.55 (Assurant Enterprise)	$	852,500
Gene E. Mergelmeyer, Executive Vice President; President and Chief Executive Officer, Assurant Specialty Property	$	450,000	1.84 (Assurant Specialty Property)	$	828,000
Christopher J. Pagano, Executive Vice President, Treasurer and Chief Investment Officer; President, Assurant Asset Management	$	450,000	1.55 (Assurant Enterprise)	$	697,500
Bart R. Schwartz, Executive Vice President, Chief Legal Officer and Secretary	$	450,000	1.55 (Assurant Enterprise)	$	697,500

Annual incentive awards are provided pursuant to the Assurant, Inc. Executive Short-Term Incentive Plan (the “ESTIP”). Payments under the ESTIP are generally intended to be deductible as “performance based compensation” within the meaning of Section 162(m) (“Section 162(m)”) of the Internal Revenue Code of 1986, as amended (the “IRC”). The aggregate payments to all ESTIP participants for any performance period cannot exceed 5% of the Company’s net income (defined as net income as reported in the Company’s income statement, adjusted to eliminate the effects of charges for restructurings, discontinued operations, extraordinary items and other unusual or non-recurring items, and the cumulative effect of tax or accounting charges, each as defined by generally accepted accounting principles in the United States of America (“GAAP”) or identified in the Company’s financial statements, notes to the financial statements or management’s discussion and analysis). This aggregate maximum amount is allocated to all participants equally, except that the amount allocated to the Chief Executive Officer is twice the amount allocated to the other participants. With respect to 2010 annual incentives, the Committee exercised negative discretion to reduce participants’ awards by applying the performance goals set forth in the table entitled “2010 Annual Incentive Performance Targets and Results” on page 14, above.

Long-Term Equity Incentive Compensation

Since 2009, we have used PSUs and RSUs as our equity compensation vehicles. A stock unit represents the right to receive a share of Common Stock at a specified date in the future, subject, in the case of PSUs, to the attainment of pre-established performance criteria. Because stock units reflect the performance of actual shares of stock, the Committee determined that PSUs and RSUs were best suited for aligning the interests of our executives with the interests of our stockholders. In addition, the relatively uniform tax treatment afforded to stock units internationally provides an effective platform for collaboration and cooperation throughout the global enterprise. The Committee also believes that a 50/50 split between PSU and RSU components of our long-term equity compensation program provides an appropriate balance between direct alignment with stockholders through equity holdings and performance-weighted equity compensation.

PSUs: Measuring Relative Performance. We selected PSUs as an equity compensation vehicle to ensure that a portion of long-term equity compensation would be paid only if the Company made tangible progress with respect to key financial measures over an extended period. For each year in the applicable performance cycle,

Assurant’s performance with respect to selected metrics is compared against a broad index of insurance companies and assigned a percentile ranking. These rankings are then averaged to determine the composite percentile ranking for the performance period.

Applicable metrics for the 2009 – 2011, 2010 – 2012 and 2011 – 2013 performance cycles are set forth in the chart below:

PSU Relative Performance Metrics and Relative Index


	2009 – 2011 Performance Cycle	2010 – 2012 and 2011 – 2013 Performance Cycles	Weighting
Relative Performance Metrics	Growth in EPS¹	Growth in book value per share excluding AOCI⁴		1/3
	Growth in Revenue²	Growth in Revenue		1/3
	Total Shareholder Return³	Total Shareholder Return		1/3
Relative Index	A.M. Best U.S. Insurance Index	A.M. Best U.S. Insurance Index, excluding companies with revenues of less than $1 billion or that are not in the health or insurance Global Industry Classification Standard codes.		N/A

¹	Year-over-year growth in GAAP EPS

²	Year-over-year growth in total GAAP Revenue

³	Percent change on Company stock plus dividend yield percentage

⁴	Year-over-year growth in the Company’s common equity, excluding AOCI, divided by fully diluted shares of Common Stock outstanding at year-end

Changes to Relative Performance Metrics and Index. In light of the significant volatility in EPS across the financial services sector, and in response to comments from our investors, the Committee decided to replace growth in GAAP EPS with growth in book value per diluted share excluding AOCI as a performance metric for the 2010 – 2012 and 2011 – 2013 PSU performance cycles. We believe this change will provide a more consistent basis for comparing the Company’s long-term financial performance to that of our competitors.

The Committee also approved a change to the group of competitors used in the determination of our composite percentile ranking. For the 2010 – 2012 and 2011 – 2013 PSU performance cycles, the Company’s performance will be measured against companies in the A.M. Best U.S. Insurance Index, excluding those with revenues of less than $1 billion or that are not in the health or insurance Global Industry Classification Standard codes. This change will enable us to more accurately benchmark our performance against the performance of companies of comparable size that operate one or more businesses similar to ours.

PSUs: Aligning Pay with Business Performance. As illustrated in the chart below, executives do not receive any payout with respect to any PSUs if the Company’s composite percentile ranking falls below the 25th percentile. If the composite percentile ranking is at or above the 75th percentile, the maximum payout is attained. Payouts for performance between the 25th and the 75th percentiles are determined on a straight-line basis using linear interpolation.

PSU Payout Requirements

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Payments in respect of PSUs awarded under the ALTEIP are intended to be deductible, to the maximum extent possible, as “performance based compensation” within the meaning of Section 162(m). Additional information regarding the terms and conditions of PSUs and RSUs awarded under the ALTEIP is provided under the heading “Narrative to the Summary Compensation Table and Grants of Plan-Based Awards Table—Long Term Equity Incentive Awards” on page 26, below.

RSUs: Balancing Risk and Performance. The 50/50 split between PSUs and RSUs is intended to further align the interests of our executives with the long-term interests of our stockholders by motivating our management to seek an appropriate balance between taking informed business risks and realizing above-median compensation. RSUs typically vest in equal annual installments over a three-year vesting period.

In addition, the Committee may grant special awards to executives who demonstrate exceptional performance and are critical to the success of the Company’s business strategy over the long term. These awards typically consist of RSUs subject to vesting periods that are structured to facilitate retention through important business and/or career milestones. In December 2010, the Committee awarded 10,000 RSUs to Mr. Pagano in recognition of his outstanding performance in leading the Company’s enterprise risk management initiatives, and 15,000 RSUs to Mr. Mergelmeyer in recognition of the continued strong business performance of the Assurant Specialty Property segment and his leadership in connection with Company-wide expense control initiatives. To facilitate retention of these executives, each award will vest over a five-year period, with the first four installments to vest in four 10% increments on each of the first four anniversaries of the grant date, and the remaining 60% installment to vest on the fifth anniversary of the grant date, subject to the executive’s continuous employment through the applicable vesting dates.

The Committee also awarded 75,000 RSUs to Mr. Peninger in December 2010. These RSUs were granted in recognition of the fact that Mr. Peninger was required, due to internal trading blackout requirements, to forgo his right to exercise vested stock appreciation rights and hold the underlying shares as a result of his agreement to serve as the Company’s interim Chief Financial Officer during a now concluded SEC investigation. At no time was Mr. Peninger a subject of that investigation. Mr. Peninger’s RSU award is governed by the terms and conditions included in the Company’s standard RSU award agreement described in the Narrative to the Summary Compensation Table and Grants of Plan-Based Awards Table on page 26, below.

Stock Ownership Guidelines. Ownership of company stock is an important vehicle for aligning the interests of executives and stockholders. For this reason, the Company has implemented ownership requirements that apply to each of our NEOs. Any NEO who fails to comply with the guidelines by five years from the later of July 1, 2006 or the date of his or her permanent appointment to a specified position will be prohibited from selling any shares of Assurant stock until compliance is achieved. Additional information about our Stock Ownership Guidelines is provided under the heading “Stock Ownership Guidelines” on page 21, below.

Compensation Levels and Pay Mix for 2011

In January 2011, Towers Watson presented data to the Committee demonstrating that total target cash compensation (base salary and target incentive compensation) provided to most of our NEOs continued to fall below median levels for similarly situated executives at companies in our compensation peer group. To further align NEO compensation with median levels, while continuing to ensure internal pay equity among members of the Management Committee other than our Chief Executive Officer and Chief Financial Officer, the Committee approved the following base salary and target annual incentive increases for 2011: (i) for Mr. Pollock, an increase in base salary from $950,000 to $975,000 and an increase in target annual incentive opportunity from 150% to 160% of base salary; (ii) for Mr. Peninger, an increase in base salary from $550,000 to $600,000 and an increase in target annual incentive opportunity from 100% to 120% of base salary; and (iii) for Messrs. Mergelmeyer, Pagano and Schwartz, an increase in base salary from $500,000 to $520,000 and an increase in target annual incentive opportunity from 90% to 100% of base salary. The target long-term incentive opportunity for 2011 for each of our NEOs remains unchanged from 2010 levels.

III. The Compensation Committee’s Decision-Making Process

The Committee oversees our executive compensation program and advises the full Board on general aspects of Assurant’s compensation and benefit policies. The Committee is composed entirely of independent directors, as determined in accordance with its charter, our Corporate Governance Guidelines and applicable NYSE rules. The Committee’s charter and our Corporate Governance Guidelines are available under the “Board Committees and Charters” tab under the “Corporate Governance” tab of the “Investor Relations” section of our website at http://ir.assurant.com.

Input from Management

Our CEO is not involved in the Committee’s determination of his compensation. He does annually review the performance and compensation of each member of our Management Committee in consultation with the Executive Vice President, Human Resources and Development and makes recommendations regarding their compensation to the Committee for its consideration. The CEO also provides input to the Committee, in consultation with the Company’s Chief Financial Officer and Executive Vice President, Human Resources and Development, on the annual incentive plan performance goals that apply to the Company’s executive officers.

The Committee evaluates the recommendations of the CEO along with information and analysis provided by Towers Watson. The Committee exercises its discretion in evaluating, modifying, approving or rejecting the

CEO’s recommendations and makes all final decisions with regard to base salary, short term incentives and long- term incentives for executive officers. The Committee meets periodically in executive session without any members of management present to discuss recommendations and make decisions with respect to compensation of the Company’s executive officers.

Input from Independent Compensation Consultant

The Committee has engaged Towers Watson as its independent compensation consultant to provide analysis and advice on such items as pay competitiveness, incentive plan design, performance measurement, stock economics and other relevant market practices and trends with respect to the compensation of our executive officers and non-employee directors (as applicable). Among other things, Towers Watson prepares reports, delivers presentations and engages in discussions with the Committee regarding the information collected. These reports, presentations and discussions may address topics ranging from strategic considerations for compensation programs generally to specific components of each executive officer’s compensation. Towers Watson also reviews and provides input into the development of the Company’s annual proxy statement regarding executive and director compensation matters.

At the direction of the Chair of the Committee, Towers Watson reviews Committee materials and management’s recommendations in advance of each Committee meeting or other Committee communication. Towers Watson participates in most Committee meetings, in each case at the request of the Chair of the Committee. The decisions made by the Committee are the responsibility of the Committee, and may reflect factors other than the recommendations and information provided by Towers Watson.

Level of Compensation Provided

Market Positioning. The Committee believes that the best way to attract and retain top talent while maintaining appropriate levels of compensation is to provide target total direct compensation opportunities to our NEOs at levels and on terms consistent with those of a select group of publicly traded companies that we view as our peers (our “compensation peer group”). We aim to set target total direct compensation for each NEO at approximately the median level provided to executives with similar responsibilities at companies in our compensation peer group, based on the most recent publicly available data, as analyzed by Towers Watson.

Our Compensation Peer Group. While we face competition in each of our businesses, we do not believe that any single competitor directly competes with us in all of our business lines. Additionally, the business lines in which we operate are generally characterized by a limited number of competitors. We believe that the following companies collectively represent the best match for Assurant because they operate in the insurance or financial services sector and may share one or more of the following characteristics with us: similar product lines; similar services and business models; similar revenues and assets and a similar talent pool for recruiting new employees:


• Aetna Inc.	• Coventry Health Care, Inc.	• Stancorp Financial Group, Inc.

• Aflac Incorporated	• Genworth Financial, Inc.	• Sunlife Financial, Inc.

• CIGNA Corporation	• Hanover Insurance Group Inc.	• Torchmark Corporation

• CNO Financial Group, Inc.	• Humana Inc.	• Unum Group

• CNA Financial Corporation	• Markel Corporation	• W.R. Berkley Corporation

	• Principal Financial Group, Inc.

We have not made any changes to our peer group since 2006.⁶ Although our position may change from year to year, based on the most recent publicly available data, we believe we were approximately at the 50^th percentile of our compensation peer group when measured by revenues, assets and net income.

IV. Benefits

Assurant’s NEOs participate in the same health care, disability, life insurance, pension and 401(k) benefit plans made available generally to the Company’s U.S. employees. In addition, these executives are eligible for certain change of control benefits and supplemental retirement plans described below.

Change of Control Benefits. Assurant is party to a change of control agreement ( a “COC Agreement”) with each of its NEOs. The purpose of these COC Agreements is to enable our executives to focus on maximizing stockholder value in the context of a control transaction without regard to personal concerns related to job security.

Effective as of February 1, 2010, each member of our Management Committee entered into an amendment that eliminated the excise tax gross-up provisions in his or her COC Agreement with the Company. Accordingly, our NEOs are entitled to receive either (i) the full benefits payable in connection with a change of control (whether under the COC Agreement or otherwise) or (ii) a reduced amount that falls below the applicable safe harbor provided under the IRC, whichever amount provides the greater after-tax value for the executive.

The COC Agreements with our NEOs contain a “double trigger,” meaning that benefits are generally payable only upon a termination of employment “without cause” or for “good reason” within two years following a change of control. Executives who have COC Agreements are also subject to non-compete and non-solicitation provisions. Additional information regarding the terms and conditions of the COC Agreements is provided under the heading “Narrative to the Potential Payments Upon Termination or Change of Control Table—Change of Control Agreements” on page 41, below.

Retirement Plans. We maintain the Supplemental Executive Retirement Plan (the “SERP”), the Assurant Executive Pension Plan (the “Executive Pension Plan”), the Assurant Executive 401(k) Plan (the “Executive 401(k) Plan”) and the Assurant Pension Plan (the “Pension Plan”). The goals of these retirement plans are to provide our NEOs with competitive levels of income replacement upon retirement and provide a package that will both attract and retain talented executives in key positions. The Executive Pension Plan is designed to replace income levels capped under the Pension Plan by the compensation limit of IRC Section 401(a)(17) ($245,000 for 2010). The SERP is designed to supplement the pension benefits provided under the Pension Plan, Executive Pension Plan and Social Security so that total income replacement from these programs will equal up to 50% of an NEO’s base salary plus his or her annual incentive target. Additional information regarding the terms and conditions of these plans is provided under the headings “Narrative to the Pension Benefits Table” on page 31, below and “Narrative to the Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans Table” on page 36, below.

Deferred Compensation Plans. Each of the NEOs is eligible to participate in the Amended and Restated Assurant Deferred Compensation Plan (the “ADC Plan”). The ADC Plan provides key employees the ability to defer a portion of their eligible compensation which is then notionally invested in a variety of mutual funds. Deferrals and withdrawals under the ADC Plan are intended to be fully compliant with IRC Section 409A (“Section 409A”). Before the adoption of Section 409A and the establishment of the ADC Plan in 2005, the NEOs were eligible to participate in either the Assurant Investment Plan (the “AIP”) or the American Security Insurance Company Investment Plan (the “ASIC Plan”). However, after the enactment of Section 409A, both plans were frozen as of January 1, 2005 and, currently, only withdrawals may be made.

⁶

Safeco Corporation is no longer included in our compensation peer group because it was acquired by Liberty Mutual in 2008. Company founders and/or their family members hold substantial amounts of the outstanding common stock, and are executive officers or directors, of Aflac Incorporated, Markel Corporation and W.R. Berkley Corporation.

Additional information regarding the terms and conditions of these plans is provided under the heading “Narrative to the Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans Table” on page 36, below.

Health and Welfare Benefits. As part of the Company’s general benefits program, the Company provides Long-Term Disability (“LTD”) coverage for all benefits-eligible employees under a group policy. LTD benefits replace 60% of an employee’s monthly plan pay (which is generally defined as base salary plus the amount of the employee’s target bonus percentage), up to a maximum monthly benefit of $15,000. As an additional benefit, each NEO is eligible for Executive LTD coverage, subject to underwriting for amounts in excess of a guaranteed benefit of $3,000. Executive LTD supplements benefits payable under the standard coverage and provides a maximum monthly benefit of $25,000, less amounts payable under the group policy.⁷ This coverage is provided through the purchase of individual policies and is fully paid for by the Company.

Additional information regarding executive LTD benefits is provided in footnote 4 to the Summary Compensation Table on page 24, below.

V. Related Policies and Considerations

Stock Ownership Guidelines

As noted above, we believe that a sustained level of stock ownership is critical to ensuring that the creation of long-term value for our stockholders remains a primary objective for our executives and non-employee directors. Accordingly, in 2006 the Company adopted the following Stock Ownership Guidelines and holding requirements for its non-employee directors and senior executives:


Non-Employee Director		Must own Assurant stock with a market value equal to 5 times the annual base cash retainer

Chief Executive Officer		Must own Assurant stock with a market value equal to 5 times current base salary

Assurant, Inc. Executive Vice Presidents (including all other NEOs)		Must own Assurant stock with a market value equal to 3 times current base salary

Individuals have five years from the later of July 1, 2006 or the date of their permanent appointment to a specified position to acquire the required holdings. Messrs. Pollock and Peninger have a compliance date of July 1, 2011. Messrs. Mergelmeyer, Pagano and Schwartz have compliance dates of July 16, 2012, August 1, 2012 and April 28, 2013, respectively. Eligible sources of shares include personal holdings, restricted stock, RSUs, 401(k) holdings and Employee Stock Purchase Plan shares. Shares underlying PSUs are not counted toward the holding requirement unless and until the shares are delivered. The Committee tracks the ownership amount of the non-employee directors and Management Committee on an annual basis. Individuals who do not comply with the guidelines as of the applicable compliance date will be prohibited from selling shares of Assurant stock until they achieve compliance. As of December 31, 2010, all of our NEOs exceeded their respective stock ownership requirements.

⁷

Because some of Mr. Pollock’s earlier policies include an automatic increase provision, his per month maximum was $11,619 from January 1, 2010 to March 19, 2010 and $11,671 starting March 20, 2010. Combined with the group LTD maximum benefit of $15,000, this gave Mr. Pollock a combined monthly benefit (including group and Executive LTD) of $26,619 for the period from January 1, 2009 to March 19, 2010 and $26,671 starting March 20, 2010.

Timing of Equity Grants

Assurant does not coordinate the timing of equity awards with the release of material non-public information. Under the Company’s Equity Grant Policy, annual equity awards granted by the Committee pursuant to the ALTEIP must be granted on the second Thursday in March each year. If the Committee decides that a second grant in the same calendar year is necessary for, among other reasons, salary adjustments, promotions or new hires, additional awards under the ALTEIP may generally be granted on the second Thursday in November.

Tax and Accounting Implications

Under Section 162(m), certain compensation amounts in excess of $1 million paid to a public corporation’s chief executive officer and the three other most highly-paid executive officers (other than the chief financial officer) are not deductible for federal income tax purposes unless the executive compensation is awarded under a performance-based plan approved by stockholders and meets certain additional requirements specified in the IRC and applicable regulations of the U.S. Department of Treasury. The Committee continues to emphasize performance-based compensation for Assurant’s executives and seeks to minimize the impact of Section 162(m). However, because the Committee believes that its primary responsibility is to provide a compensation program that attracts, retains and rewards the executives necessary to successfully execute the Company’s business strategy, in any year the Committee may approve non-performance based compensation (as defined for purposes of Section 162(m)) in excess of $1 million.

The compensation that we pay to the NEOs is reflected in our consolidated financial statements as required by GAAP. The Compensation Committee considers the financial statement impact, along with other factors, in determining the amount and form of compensation provided to executives. We account for stock-based compensation under the ALTEIP and all predecessor plans in accordance with the requirements of FASB ASC Topic 718.

COMPENSATION OF NAMED EXECUTIVE OFFICERS

Summary Compensation

The following table sets forth the cash and other compensation for the NEOs for 2010, 2009 and 2008, as applicable.

Summary Compensation Table for Fiscal Years 2010, 2009 and 2008


Name and Principal Position	Year		Salary ($)		Bonus ($)			Stock Awards¹ ($)			Option Awards¹ ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings²($)		All Other Compen- sation⁴($)		Total ($)
(a)	(b)		(c)		(d)			(e)			(f)		(g)		(h)		(i)		(j)
Robert B. Pollock, President and Chief Executive Officer		2010		950,000		—			2,856,049			—		2,208,750		1,656,852		197,837		7,869,488
		2009		950,000		—			2,382,618			—		1,083,000		1,810,332		218,248		6,444,198
		2008		950,000		—			593,764			2,450,142		1,638,750		3,120,828		135,025		8,888,509
Michael J. Peninger, Executive Vice President and Chief Financial Officer		2010		550,000					3,952,350	³		—		852,000		1,739,576		86,351		7,180,777
		2009		500,000		500,000	³		752,391			—		304,000		602,190		228,301		2,886,882
		2008		500,000		100,000			406,242			649,274		460,000		422,417		198,915		2,736,848
Gene E. Mergelmeyer, Executive Vice President; President and Chief Executive Officer, Assurant Specialty Property		2010		500,000		—			1,446,883	³		—		828,000		572,682		106,108		3,453,673
		2009		500,000		—			1,068,191			—		596,000		521,190		153,487		2,838,868
		2008		475,000		95,000			148,411			635,850		760,000		1,001,233		97,723		3,213,217

Christopher J. Pagano, Executive Vice President, Treasurer and Chief Investment Officer; President, Assurant Asset Management		2010		500,000		—			1,256,883	³		—		697,500		528,149		74,624		3,057,156
Bart R. Schwartz, Executive Vice President and Chief Legal Officer		2010		500,000		—			876,883			—		697,500		296,779		81,214		2,452,376
		2009		500,000		—			910,291			—		425,000		132,895		23,006		1,991,192

¹	The amounts reported in column (e) for 2010 and 2009 represent awards of PSUs and RSUs, and for 2008 represent awards of restricted stock. These amounts are consistent with the grant date fair values of each award computed in accordance with FASB ASC Topic 718.

The grant date fair values of the 2010 and 2009 PSUs included in column (e) are computed based on the achievement of target level performance for each award. Assuming the achievement of maximum level performance for each NEO, the amounts in column (e) (representing both RSUs and PSUs) would be as follows: (i) for awards granted in 2009: $2,980,178 for Mr. Pollock; $941,090 for Mr. Peninger; $1,256,890 for Mr. Mergelmeyer; and $1,098,990 for Mr. Schwartz; and (ii) for awards granted in 2010: $3,571,573 for Mr. Pollock; $4,228,537 for Mr. Peninger; $1,666,568 for Mergelmeyer; $1,476,568 for Mr. Pagano; and $1,096,568 for Mr. Schwartz. The grant date fair value of PSUs was estimated on the grant date using a Monte Carlo simulation model. Please see Footnote 18, Stock Based Compensation—Performance Share Units, of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, as filed with the SEC (the “2010 Form 10-K”) for a discussion of the Monte Carlo simulation model and the assumptions used in this valuation.

The SARs amounts reported in column (f) for 2008 are consistent with the grant date fair value computed in accordance with FASB ASC Topic 718. The fair value of each outstanding SAR was estimated on the grant date using a Black-Scholes option-pricing model and expense is amortized over the applicable vesting period. Please see Footnote 18, Stock Based Compensation—Stock Appreciation Rights, of the 2010 Form 10-K for a discussion of the Black-Scholes option-pricing model and the assumptions used in this valuation.

The change in pension value is the aggregate change in the actuarial present value of the respective NEO’s accumulated benefit under the Company’s three defined benefit pension plans (the SERP, the Executive Pension Plan and the Assurant Pension Plan) from December 31, 2009 to December 31, 2010, from December 31, 2008 to December 31, 2009 and from December 31, 2007 to

December 31, 2008. For each plan, the change in the pension value is determined as the present value of the NEO’s accumulated benefits at December 31, 2008, December 31, 2009 or December 31, 2010 plus the amount of any benefits paid from the plan during the year less the present value of the accumulated benefits at December 31, 2007, December 31, 2008 or December 31, 2009, as applicable. Present values of accumulated benefits at December 31, 2007, December 31, 2008, December 31, 2009 and December 31, 2010 use the same assumptions as included in the financial statements in the Company’s Annual Reports on Form 10-K for the fiscal years ending December 31, 2007, December 31, 2008, December 31, 2009 and December 31, 2010, respectively, as filed with the SEC.

These amounts include the grant date fair value of special equity awards of 75,000 RSUs, 15,000 RSUs and 10,000 RSUs granted to Messrs. Peninger, Mergelmeyer and Pagano, respectively, in December 2010. For more information regarding these awards, please see the section entitled “CD&A—Long-Term Equity Incentive Compensation” on page 15, above.

⁴

The table below details the amounts reported in the “All Other Compensation” column, which include premiums paid for Executive, LTD; Company contributions to the Executive 401(k) Plan; Company contributions to the Assurant 401(k) Plan; dividends and dividend equivalents; and certain other amounts during 2010:


Name	Executive LTD		Company Contributions to Executive 401(k)		Company Contributions to Assurant 401(k)		Perquisites and Other Personal Benefits		Dividends and Dividend Equivalents¹		Other Amounts²		Total
Robert B. Pollock	$	4,331	$	125,160	$	17,150		—	$	51,196		—	$	197,837
Michael J. Peninger	$	4,533	$	42,630	$	17,150		—	$	21,788	$	250	$	86,351
Gene E. Mergelmeyer	$	2,521	$	59,839	$	17,150		—	$	22,752	$	3,846	$	106,108
Christopher J. Pagano	$	2,785	$	39,130	$	17,150		—	$	15,559		—	$	74,624
Bart R. Schwartz	$	1,969	$	47,600	$	9,800		—	$	21,845		—	$	81,214

The amounts in this column reflect the dollar value of dividends and dividend equivalents paid in 2010 on unvested awards of restricted stock and RSUs, respectively, that were not factored into the grant date fair value required to be reported for these awards in column (e). The amounts in column (i) for each of 2010 and 2009 reflect the dollar value of dividends and dividend equivalents paid in 2009 on unvested awards of restricted stock and RSUs, respectively, that were not factored into the grant date fair value required to be reported for these awards in column (e), and for 2008 reflect the dollar value of dividends paid on restricted stock that were not factored into the grant date fair values reported in column (e). No dividends or dividend equivalents were paid on PSUs in 2010 or 2009.

²	Amounts in this column reflect (i) in the case of Mr. Peninger, the value of an employee anniversary award under an employee-wide program, and (ii) in the case of Mr. Mergelmeyer, a payment made during 2010 for unused vacation time during 2010, as required by California state law.

Grants of Plan-Based Awards

The table below sets forth individual grants of awards made to each NEO during 2010.

Grants of Plan-Based Awards Table for Fiscal Year 2010


			Estimated Future Payouts Under Non-Equity Incentive Plan Awards¹					Estimated Future Payouts Under Equity Incentive Plan Awards						All Other Stock Awards: Number of Shares of Stock or Units (#)		All Other Option Awards Number of Securities Underlying Options (#)		Exercise or Base Price of Option Awards: ($/Sh)²		Grant Date Fair Value of Stock and Option Awards ($)²
Name	Grant Date		Threshold ($)	Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)						Exercise or Base Price of Option Awards: ($/Sh)²		Grant Date Fair Value of Stock and Option Awards ($)²
(a)	(b)		(c)	(d)		(e)		(f)		(g)		(h)		(i)		(j)		(k)		(l)
Robert B. Pollock		3/11/2010	—		—		—		—		—		—		43,208		—		32.98	$	1,425,000
		3/11/2010	—		—		—		21,604		43,208		64,812		—		—		33.12	$	1,431,049
		—	0		1,425,000		2,850,000		—		—		—		—		—		—		—
Michael J. Peninger		3/11/2010	—		—		—		—		—		—		16,677		—		32.98	$	550,007
		3/11/2010	—		—		—		8,339		16,677		25,016		—		—		33.12	$	552,342
		12/9/2010	—		—		—		—		—		—		75,000		—		38.00	$	2,850,000
		—	0		550,000		1,100,000		—		—		—		—		—		—		—
Gene E. Mergelmeyer		3/11/2010	—		—		—		—		—		—		13,266		—		32.98	$	437,513
		3/11/2010	—		—		—		6,633		13,266		19,899		—		—		33.12	$	439,370
		12/9/2010	—		—		—		—		—		—		15,000		—		38.00	$	570,000
		—	0		450,000		900,000		—		—		—		—		—		—		—
Christopher J. Pagano		3/11/2010	—		—		—		—		—		—		13,266		—		32.98	$	437,513
		3/11/2010	—		—		—		6,633		13,266		19,899		—		—		33.12	$	439,370
		12/9/2010	—		—		—		—		—		—		10,000		—		38.00	$	380,000
		—	0		450,000		900,000		—		—		—		—		—		—		—
Bart R. Schwartz		3/11/2010	—		—		—		—		—		—		13,266		—		32.98	$	437,513
		3/11/2010	—		—		—		6,633		13,266		19,899		—		—		33.12	$	439,370
		—	0		450,000		900,000		—		—		—		—		—		—		—

The values in columns (c), (d), and (e) are based on multiplying a 0 (threshold), 1 (target), and 2 (maximum) multiplier times each NEO’s annual incentive target award percentage. The actual annual incentive award earned by each NEO for 2010 performance is reported in the column entitled “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table.

²	The base price of 2010 RSU awards is equal to the closing price of Assurant, Inc. Common Stock on the grant date. The grant date fair value of each RSU award was computed in accordance with FASB ASC Topic 718 using the closing price of our Common Stock on the grant date.

The base price of 2010 PSU awards and the grant date fair value of each PSU award were computed in accordance with FASB ASC Topic 718 based on achievement of target performance and estimated on the grant date using a Monte Carlo simulation model. Please see Footnote 18, Stock Based Compensation-Performance Share Units, of the Company’s 2010 Form 10-K for a discussion of the Monte Carlo simulation model and the assumptions used in this valuation.

Narrative to the Summary Compensation Table and Grants of Plan-Based Awards Table

Annual Incentive Awards

Annual incentive awards are paid pursuant to the ESTIP approved by the Company’s stockholders in May 2008. The aggregate payments to all ESTIP participants for any performance period cannot exceed 5% of the Company’s net income (as defined in the ESTIP). This aggregate maximum amount is allocated to all participants equally, except that the amount allocated to the Chief Executive Officer is twice the amount allocated to the other participants. At the end of each year, the Committee certifies the amount of the Company’s net income and the maximum award amounts that can be paid under the ESTIP. The Committee then has discretion to pay an incentive award that is less than the applicable maximum. For 2010, the Committee exercised negative discretion to reduce participants’ awards by applying the performance goals described in the CD&A under the heading “—Annual Incentive Compensation” on page 12, above. The threshold, target and maximum payout amounts disclosed in the Grants of Plan-Based Awards Table reflect the application of these performance goals.

Long-Term Equity Incentive Awards

Our outstanding equity-based awards have been granted under two long-term incentive compensation plans, the ALTEIP and the Assurant, Inc. 2004 Long-Term Incentive Plan (the “ALTIP”) . The ALTEIP was approved by the Company’s stockholders in May 2008. Since that time, equity grants to our NEOs have been awarded pursuant to the ALTEIP. In 2009 and 2010, 50% of each NEO’s target long-term equity incentive award was provided in the form of RSUs, and 50% in the form of PSUs. The RSUs vest in three equal annual installments on each of the first three anniversaries of the grant date, subject to full or partial acceleration in connection with certain qualifying events. Dividend equivalents on RSUs are paid in cash during the vesting period. Participants do not have voting rights with respect to RSUs. PSUs vest on the third anniversary of the grant date, subject to a participant’s continuous employment through the vesting date and the level of performance achieved. Dividend equivalents on PSUs are accrued and paid in cash at the end of the performance period in accordance with the level of performance achieved. Participants do not have voting rights with respect to PSUs.

Prior to the adoption of the ALTEIP, our NEOs were awarded stock appreciation rights (“SARs”) and shares of restricted stock under the ALTIP. No additional equity awards may be granted under the ALTIP. Restricted stock awards granted under the ALTIP also vest in three equal installments on each of the first three anniversaries of the grant date. Restricted stock award recipients, as beneficial owners of the shares, have full voting and dividend rights with respect to the shares during and after the restricted period. Dividends are paid in cash and are not eligible for reinvestment during the restricted period. SARs granted under the ALTIP vest on the third anniversary of the grant date. To the extent not previously exercised, SARs are automatically exercised on the earliest of (i) the fifth anniversary of the grant date, (ii) the second anniversary of the participant’s termination of employment for reason of death or disability and (iii) ninety days following the participant’s termination of employment for reasons other than retirement, disability or death.

For a discussion of the role of long-term equity incentive compensation in our overall NEO compensation program, as well as an explanation of the ratio of long-term equity incentive compensation to total compensation, please see the sections entitled “CD&A—Mix of Total Direct Compensation Elements” and “—Long-Term Equity Incentive Compensation” on pages 11 and 15, respectively, above.

Outstanding Equity Awards at Fiscal Year End

The table below provides information concerning unexercised options and stock that has not vested for each NEO outstanding as of December 31, 2010.

Outstanding Equity Awards Table for Fiscal Year 2010


Option Awards¹												Stock Awards¹
Name	Number of Securities Underlying Unexercised Options (#) Exercisable²			Number of Securities Underlying Unexercised Options (#) Unexercisable			Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price² ($)		Option Expiration Date²		Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested³ ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested³ ($)
(a)	(b)			(c)			(d)	(e)		(f)		(g)			(h)		(i)			(j)
Robert B. Pollock		Converted SARs	²
		122,347							22.00		01/01/2012
		6,137							22.88		01/01/2012
		2,920							48.08		01/01/2012
		4,555							30.83		01/01/2012
		5,820							25.08		01/01/2013
		4,365							33.45		01/01/2013
		6,666							21.89		01/01/2013
		104,637							22.00		01/01/2013
		3,442							42.43		01/01/2013
		5,348							28.26		01/01/2014
		4,564							33.13		01/01/2014
		4,831							31.30		01/01/2014
		5,691							26.56		01/01/2014
		82,473							22.00		01/01/2014
		All Other SARs
		109,894							49.25		04/01/2011
		132,350							53.48		03/08/2012
					173,400	⁴			60.65		03/13/2013
													3,270	⁵		125,960
													43,208	¹¹		1,664,372
																		58,613	¹⁰		2,257,773
																		43,208	¹²		1,664,372
Michael J. Peninger		Converted SARs	²
		24,283							30.11		01/01/2011
		16,053							22.00		01/01/2011
		18,409							22.00		01/01/2012
		24,668							30.83		01/01/2012
		23,645							33.45		01/01/2013
		15,746							22.00		01/01/2013
		26,169							31.30		01/01/2014
		12,409							22.00		01/01/2014
		All Other SARs
		35,924							49.25		04/01/2011
		32,450							53.48		03/08/2012
					45,950	⁴			60.65		03/13/2013
													862	⁵		33,204
													3,926	⁷		151,230
													16,677	¹¹		642,398
													75,000	¹⁴		2,889,000
																		18,509	¹⁰		712,967
																		16,677	¹²		642,398


Option Awards¹													Stock Awards¹
Name	Number of Securities Underlying Unexercised Options (#) Exercisable²			Number of Securities Underlying Unexercised Options (#) Unexercisable			Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price² ($)		Option Expiration Date²		Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested³ ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested³ ($)
(a)	(b)			(c)			(d)		(e)		(f)		(g)			(h)		(i)			(j)
Gene E. Mergelmeyer		Converted SARs	²
		3,056								22.00		01/01/2013
		2,545								22.00		01/01/2014
		6,324								26.56		01/01/2014
		All Other SARs
		12,881								49.25		04/01/2011
		16,300								53.48		03/08/2012
					45,000	⁴				60.65		03/13/2013
														819	⁵		31,548
														12,340	⁹		475,337
														9,000	⁸		346,680
														13,266	¹¹		511,006
														15,000	¹³		577,800
																			18,509	¹⁰		712,967
																			13,266	¹²		511,006
Christopher J. Pagano		Converted SARs	²
		—			—			—		—		—
		All Other SARs
		16,172								49.25		04/01/2011
		20,750								53.48		03/08/2012
					29,550	⁴				60.65		03/13/2013
														559	⁵		21,533
														12,340	⁹		475,337
														13,266	¹¹		511,006
														10,000	¹³		385,200
																			18,509	¹⁰		712,967
																			13,266	¹²		511,006
Bart R. Schwartz		Converted SARs	²
		—			—			—		—		—
		All Other SARs
		—			—			—		—		—
														1,670	⁶		64,328
														3,087	⁶		118,911
														12,340	⁹		475,337
														4,500	⁸		173,340
														13,266	¹¹		511,006
																			18,509	¹⁰		712,967
																			13,266	¹²		511,006

¹	These columns represent awards under the ALTEIP, ALTIP and their predecessor plans. Awards are either SARs, restricted stock, PSUs or RSUs.

Until June 29, 2005, the Company maintained the Assurant Appreciation Incentive Rights Plan (“AAIR Plan”), which provided for the issuance of Company- and operating segment-level cash settled appreciation rights (“AAIR Plan rights”). In 2005, the Company decided to no longer issue operating segment rights or cash settled appreciation rights. The ALTIP was adopted to provide for the payment of appreciation to participants in the form of our Common Stock. As a result of the adoption of the ALTIP, the AAIR Plan rights were converted into SARs on June 30, 2005. The intrinsic value of the converted SARs did not change from that of the AAIR Plan rights. “Converted SARs” refers to the AAIR Plan rights (granted over several years prior to our initial public offering) that were converted to SARs on June 30, 2005. In delivering equivalent intrinsic value to the converted SARs, differing base prices may have resulted. Therefore, certain converted SARs with the same expiration date may have differing base prices in the table above.

³	Value was determined using the December 31, 2010 closing price of our Common Stock of $38.52.

⁴	This award vested on March 13, 2011.

⁵	This restricted stock award was granted on March 13, 2008 and vested in three equal annual installments on each of the first three anniversaries of the grant date.

⁶	These restricted stock awards were granted on May 15, 2008 and vest in three equal annual installments on each of the first three anniversaries of the grant date.

⁷	This restricted stock award was granted on November 13, 2008 and vests in three equal annual installments on each of the first three anniversaries of the grant date.

⁸	This RSU award was granted on November 12, 2009 and vests in four 10% installments on each of the first four anniversaries of the grant date. The remaining 60% installment vests on the fifth anniversary of the grant date.

⁹	This RSU award was granted on March 12, 2009 and vests in three equal annual installments on each of the first three anniversaries of the grant date.

¹⁰

This PSU award was granted on March 12, 2009 and vests on the third anniversary of the grant date, subject to the level of achievement with respect to the applicable performance targets. The values in columns (i) and (j) are reported at target levels based on the Company’s performance for 2009 relative to the applicable index (which fell between the threshold and target levels), as the Company’s relative performance for 2010 was not determinable as of the date of filing of this proxy statement.

¹¹	This RSU award was granted on March 11, 2010 and vests in three equal annual installments on each of the first three anniversaries of the grant date.

¹²

This PSU award was granted on March 11, 2010 and vests on the third anniversary of the grant date, subject to the level of achievement with respect to the applicable performance targets. The values in columns (i) and (j) are reported at target levels, as the Company’s performance for 2010 relative to the applicable index was not determinable as of the date of filing of this proxy statement.

¹³	This RSU award was granted on December 9, 2010 and vests in four 10% installments on each of the first four anniversaries of the grant date. The remaining 60% installment vests on the fifth anniversary of the grant date.

¹⁴	This RSU award was granted on December 9, 2010 and vests in three equal annual installments on each of the first three anniversaries of the grant date.

Option Exercises and Stock Vested in Last Fiscal Year

The following table provides information regarding all of the SARs that were exercised by the NEOs during 2010, and all RSUs and shares of restricted stock held by the NEOs that vested during 2010 on an aggregated basis.

Option Exercises and Stock Vested Table for Fiscal Year 2010



Option Awards					Stock Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)¹		Number of Shares Acquired on Vesting (#)			Value Realized on Vesting ($)¹
(a)	(b)		(c)		(d)			(e)
Robert B. Pollock		—		—		2,390			77,006
						3,260			107,254
						19,537			642,767
						58,613	²		1,727,911	²
Michael J. Peninger		5,573		164,292
		—		—		661			21,297
						857			28,195
						3,914			136,990
						6,169			202,960
						18,509	²		572,113	²
Gene E. Mergelmeyer		—		—		5,000			163,100
						334			9,846
						278			8,957
						244			9,909
						814			26,781
						6,169			202,960
						1,000			35,000
Christopher J. Pagano		—		—		376			12,115
						555			18,260
						6,169			202,960
Bart R. Schwartz		—		—		1,665			59,724
						3,076			110,336
						6,169			202,960
						500			17,500

¹	The value realized on exercise and/or vesting was determined using the closing price of our Common Stock on the exercise or vesting date (or prior trading day if the exercise or vesting date fell on a weekend or holiday).

These amounts represent the value of outstanding RSU awards granted to Messrs. Pollock and Peninger in 2009 that, in accordance with the terms of the applicable award agreements, became fully vested in the year following the year of grant because these executives are eligible for retirement. Payouts in respect of these awards will continue in accordance with the standard three-year vesting schedule, subject to full payout in the event of an actual retirement from employment (in compliance with IRC Section 409A). Accordingly, the amount of compensation actually realized upon a payout will be based on the then-fair market value of the Company’s Common Stock and may differ from the amount set forth above.

Pension Benefits

The Company maintains three defined benefit pension plans. Two are nonqualified executive defined benefit pension plans, the SERP and the Executive Pension Plan. In addition, the Company maintains the Pension Plan, a broad-based, tax qualified, defined benefit pension plan.

The table below describes each plan that provides for pension payments to the NEOs.

Pension Benefits Table for Fiscal Year 2010


Name	Plan Name	Number of Years of Credited Service¹ (#)		Present Value of Accumulated Benefit ($)		Payments During Last Fiscal Year ($)
(a)	(b)	(c)		(d)		(e)
Robert B. Pollock	Pension Plan		28.5		590,552		—
	Executive Pension Plan		28.5		407,001		—
	SERP		20		12,628,911		—
Michael J. Peninger	Pension Plan		24		484,680		—
	Executive Pension Plan		24		335,688		—
	SERP		20		5,266,759		—
Gene E. Mergelmeyer	Pension Plan		13		214,749		—
	Executive Pension Plan		13		150,837		—
	SERP		13.3		1,896,180		—
Christopher J. Pagano	Pension Plan		14		125,820		—
	Executive Pension Plan		14		375,224		—
	SERP		14.8		1,738,625		—
Bart R. Schwartz	Pension Plan		2		14,700		—
	Executive Pension Plan		2		41,850		—
	SERP		2.8		373,124		—

¹	None of the NEOs have more years of credited service under any of the plans than actual years of service with the Company.

Narrative to the Pension Benefits Table

The following is a description of the plans and information reported in the Pension Benefits Table.

The Pension Plan

Eligible employees may generally participate in the Pension Plan on January 1 or July 1 after completing one year of service with the Company. Credited service for determining a participant’s benefit accrues after an employee begins participating in the plan and has no limit. Eligible compensation under this plan is subject to the applicable limit under IRC Section 401(a)(17) ($245,000 for 2010). Each active plan participant on December 31, 2000 was given the choice of continuing to have his or her benefits calculated under the applicable prior plan formula or to have his or her benefits determined under the current pension formula. Benefits for

employees joining (or rejoining) the plan after December 31, 2000 are determined under the current pension formula. Messrs. Pollock, Peninger and Mergelmeyer are covered under the prior plan formula. Messrs. Schwartz and Pagano are covered under the current plan formula.

Under the current plan formula, the lump sum value of the benefit is based on the participant’s accumulated annual accrual credits multiplied by their final average earnings, but is not less than the present value of accrued benefits under the prior plan formula. Final average earnings (for both the current and prior plan formula) is defined as the highest average annual compensation for five consecutive complete calendar years of employment during the ten consecutive complete calendar years immediately prior to the participant’s termination of employment. As set forth below, annual accrual credits are measured in percentages and increase as participants reach certain credited service milestones.


Years of Service		Credit
Years 1 through 10		3%
Years 11 through 20		6%
Years 21 through 30		9%
Years over 30		12%

Under the current plan formula, the present value of accumulated benefits at December 31, 2010 is determined as the lump sum value of the benefit based on the participant’s accumulated annual accrual credits and final average earnings (which is limited by IRC Section 401(a)(17)) at December 31, 2010, but is not less than the present value of accrued benefits under the prior plan formula as of December 31, 2000.

The prior plan formula is calculated by taking (a) 0.9% multiplied by final average earnings up to Social Security covered compensation multiplied by years of credited service (up to 35 years) plus (b) 1.3% multiplied by final average earnings in excess of Social Security covered compensation multiplied by years of credited service (up to 35 years) plus (c) 1.3% multiplied by final average earnings multiplied by years of credited service in excess of 35. Under the prior plan formula, the present value of accumulated benefits at December 31, 2010 is determined based on the accrued plan benefit at that date and assumes the following: (1) the executives will retire from Assurant at age 65, (2) 35% of executives will receive their payments in the form of a life annuity and 65% of executives will receive their payments in the form of a 50% joint & survivor annuity, and (3) the present value of annuity benefits is based on an interest rate assumption of 5.44% and the RP 2000 generational mortality table (which is the mortality table assumption from the plan’s most recent financial statement disclosure).

The normal retirement age for the Assurant Pension Plan is 65. Benefits are actuarially reduced for any payment prior to age 65. A participant covered under the prior plan formula generally can commence his or her benefit at age 55, provided that he or she has accrued ten years of credited service, or elect to commence benefits at age 65. Participants covered under the current plan formula may immediately commence their benefit at termination of employment or they may elect to defer the commencement up to age 65. A participant becomes 100% vested in the benefits under the current plan formula after three years of vesting service. If the participant elected to participate in the prior plan formula, the benefits will become vested after five years of vesting service. All of the NEOs are 100% vested. If the participant is married, the normal form of payment is a 50% joint and survivor annuity. If the participant is not married, the normal form of payment is a life annuity.

The Executive Pension Plan

Eligible employees may generally begin participating in the Executive Pension Plan on January 1 or July 1 after completing one year of service with the Company and when their eligible compensation exceeds the IRC Section 401(a)(17) compensation limit ($245,000 for 2010). For participants who are covered under the prior plan formula, eligible compensation was capped for 2010 at $385,000 and this cap is adjusted annually for

inflation. Eligible compensation for participants covered under the current plan formula is not capped. With respect to the plan formula to determine benefits, the elections made under the Assurant Pension Plan on December 31, 2000 also apply to the Executive Pension Plan. Messrs. Pollock, Peninger and Mergelmeyer are covered under the prior plan formula. Messrs. Schwartz and Pagano are covered under the current plan formula.

A participant’s benefit under the Executive Pension Plan is equal to the benefit he or she would have received under the Pension Plan at normal retirement age (65), recognizing all eligible compensation (not subject to the IRC limit) reduced by the benefit payable under the Pension Plan. The benefits under the Executive Pension Plan are payable only in a lump sum following termination of employment. Payments will be made following termination of employment and are subject to the restrictions under Section 409A. Service covered under each of these formulas begins with participation in the Executive Pension Plan and has no limit. A participant becomes vested in the benefits under the Executive Pension Plan after three years of service if the participant has elected to participate in the current plan formula, and after five years of service if the participant has elected to participate in the prior plan formula. All of the NEOs are currently 100% vested in their Executive Pension Plan benefit.

The methodology for determining the present value of the accumulated benefits under the Executive Pension Plan uses the same assumptions and methodologies as the Assurant Pension Plan described above, except that benefits calculated under the prior plan formula are paid as a lump sum rather than an annuity. For current plan formula participants, the present value of accumulated benefits at December 31, 2010 is determined as the lump sum value of the benefit based on the participant’s accumulated annual accrual credits and unlimited final average earnings as of December 31, 2010 offset by the Assurant Pension Plan benefits. For prior plan benefits, the present value of accumulated benefits at December 31, 2010 is based on the benefit produced under the prior plan formula converted to a lump sum payment⁸ at the plan’s normal retirement age of 65.

The SERP

To participate in the SERP, an executive is nominated by the Company and approved by the Committee. Under the SERP, when a participant terminates employment, he or she is entitled to a benefit equal to a “Target Benefit” that is offset by the participant’s benefit payable from the Pension Plan, the Executive Pension Plan and the participant’s estimated Social Security benefit. The Target Benefit is equal to 50% of the participant’s eligible compensation multiplied by a fraction, not to exceed 1.0, whose numerator is equal to the number of months of credited service at termination, and whose denominator is equal to 240. After 20 years of credited service and turning age 60 or 62, as applicable, a participant will earn a full 50% benefit under the SERP payable as a life annuity. Generally, credited service is based on the participant’s years of service with the Company. If a participant was formerly employed by an acquired company, then service with that company may be recognized under the SERP at the discretion of the Committee. In 2006, based on a study of the market practice, the Committee approved a change to the normal retirement age from age 60 to age 62. This change is effective only for participants joining the SERP during 2007 or later. Because Messrs. Mergelmeyer, Schwartz and Pagano were approved for participation in the SERP after January 1, 2007, the change in normal retirement age applies to them. For participants who join the SERP on or after January 1, 2010, the normal retirement age is 65. A participant commences vesting in the SERP on the second anniversary of participation and continues to vest at the rate of 3% for each month of employment thereafter with the Company.

For benefits earned and vested as of December 31, 2004, a participant may commence his or her vested SERP benefit at any time following termination and the default form of payment under the SERP is a single lump

⁸

The lump sum conversion basis at retirement consists of the greater of an interest rate of 4.25% and the 1994 Group Annuity Mortality Table and a blend of segmented high-quality corporate bond rates and 30- year treasury rates using the mortality required by IRC Section 417(e), as updated by the Pension Protection Act of 2006 (the “PPA”). Accordingly, the lump sum values shown are based on an interest rate of 4.25%. The present value of the lump sum payment is determined using a pre-retirement interest rate of 5.11%.

sum payment that is the actuarial equivalent of the SERP benefit payable as a life annuity (but a participant may elect a different form of benefit). For benefits earned or vested after December 31, 2004, the only form of payment available under the SERP is a single lump payment that is the actuarial equivalent of the SERP benefit payable as a life annuity.

Messrs. Pollock and Peninger are 100% vested in their SERP benefit. As of December 31, 2010, Messrs. Mergelmeyer, Schwartz and Pagano were 18% vested in their SERP benefit. Messrs. Pollock and Peninger have 20 years of credited service and therefore will only continue to accrue benefits under the SERP due to increases in eligible compensation (as defined in the SERP). None of the NEOs have attained normal retirement age as of December 31, 2010; therefore, if they had terminated employment on or prior to that date, their SERP benefit would have been actuarially reduced to their respective ages.

The present value of the accumulated benefits at December 31, 2010 was determined based on the December 31, 2010 accrued benefit using the base salary, target ESTIP award and credited service at December 31, 2010. The present value of the accumulated benefits at December 31, 2010 is determined assuming the following: (1) the executives will retire from Assurant at the plan’s normal retirement age; (2) the executives will receive their benefits in accordance with their current form of payment elections; (3) for Messrs. Pollock and Peninger’s grandfathered benefits earned and vested as of December 31, 2004, the present value of the annuity benefits is determined using an interest rate of 5.11% and the RP 2000 generational mortality table; and (4) the present value of single lump sum benefits is determined using an interest rate of 5.11% to the retirement date and a lump sum conversion factor⁹ at retirement.

Number of Years of Credited Service

The number of years of credited service varies between plans for the following reasons. Eligibility for the Pension Plan and Executive Pension Plan is based on a one-year waiting period from date of hire and results in the same amount of credited service under both plans. Eligibility under the SERP generally recognizes all service with the Company; however, if a participant was formerly employed by an acquired company, then service with that company may or may not be recognized under the SERP at the discretion of the Committee. Messrs. Pollock and Mergelmeyer have prior service that was not recognized. For purposes of determining the amount of benefits payable under the SERP, credited service is capped at 20 years.

⁹	The lump sum values shown for Messrs. Pollock, Peninger, Mergelmeyer, Schwartz and Pagano are based on December monthly bond segment rates of 1.98% for years 0-5, 5.23% for year 5-20 and 6.52% for years 20+. The mortality is based on the IRC Section 417(e) mortality prescribed by the PPA.

Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans

The table below sets forth, for each NEO, information with respect to each defined contribution or other plan that provides for the deferral of compensation on a basis that is not tax-qualified. The Company currently maintains the ADC Plan, which provides for the deferral of compensation on a basis that is not tax-qualified. The AIP and the ASIC Plan were frozen in December 2004. The Executive 401(k) Plan is a nonqualified defined contribution plan.

Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans

Table for Fiscal Year 2010


Name	Plan	Executive Contributions in Last FY ($)			Registrant Contributions in Last FY^1,2 ($)			Aggregate Earnings in Last FY¹ ($)		Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at last FYE¹ ($)
(a)		(b)			(c)			(d)		(e)		(f)
Robert B. Pollock	ADC Plan		—			—	³		279,388		523,022		2,093,201
	AIP		—	⁴		—	⁴		—		—		—
	Executive 401(k)		—	⁴		125,160			188,478		—		1,731,420
	TOTAL		—			125,160			467,866		523,022		3,824,621
Michael J. Peninger	ADC Plan		—