Exhibit 10.1 FORM OF COOPERATION AGREEMENT by
and among ASSURANT, INC. (formerly named FORTIS, INC.), FORTIS
INSURANCE N.V. and FORTIS SA/NV and FORTIS N.V. Dated as of -,
2004. TABLE OF CONTENTS
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PAGE
---- ARTICLE 1 DEFINITIONS Section 1.01. Certain
Definitions..................................... 2 ARTICLE 2 USE OF
NAME, TRADEMARKS AND DOMAIN NAMES Section 2.01. Grant of
License........................................ 4 Section 2.02.
Trademark Guidelines and Standards...................... 6 Section
2.03. Retention of Trademark Ownership........................ 6
Section 2.04. Termination of Trademark
Licenses....................... 7 Section 2.05. Representations and
Warranties.......................... 7 Section 2.06.
Disclaimer.............................................. 7 ARTICLE
3 FINANCIAL AND OTHER INFORMATION Section 3.01. Fifty Percent
Threshold.................................. 7 Section 3.02. Twenty
Percent Threshold................................. 9 Section 3.03.
Coordination, Cooperation and Access..................... 10
Section 3.04. Ten Percent
Threshold.................................... 13 ARTICLE 4 RELEASE
AND INDEMNIFICATION Section 4.01. General Cross
Indemnification........................... 13 Section 4.02.
Procedure............................................... 14 Section
4.03. Other Matters........................................... 15
ARTICLE 5 OTHER PROVISIONS Section 5.01. Insurance Maintained by
Fortis.......................... 15 Section 5.02. Vendor Purchasing
Arrangements.......................... 15 Section 5.03. Services
Provided Prior to Trigger Date................. 16 Section 5.04.
Access to Historical Records............................ 16 Section
5.05. Cosmos.................................................. 16
Section 5.06.
Miscellaneous........................................... 17
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ARTICLE 6 ALLOCATION AND EXPENSES Section
6.01. Allocation of Costs and Expenses........................ 17
Section 6.02. Expense
Reimbursement................................... 18 ARTICLE 7
MISCELLANEOUS Section 7.01.
Notices................................................. 18 Section
7.02. Binding Nature of Agreement............................. 19
Section 7.03. Descriptive
Headings.................................... 19 Section 7.04.
Remedies................................................ 19 Section
7.05. Governing Law........................................... 20
Section 7.06.
Counterparts............................................ 20 Section
7.07. Severability............................................ 20
Section 7.08. Confidential
Information................................ 20 Section 7.09.
Amendment and Modification.............................. 21 Section
7.10. Entire Agreement........................................ 21
Section 7.11. No
Assignment........................................... 21 Section
7.12. No Third Party Beneficiaries............................ 21
Section 7.13.
Termination............................................. 21
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SCHEDULES Schedule 2 Fortis Marks Schedule
3(a) Financial Information to be provided by Assurant Schedule 3(b)
Risk Information to be provided by Assurant Schedule 3(c)
Compliance Information to be provided by Assurant Schedule 5 Vendor
Purchasing Arrangements COOPERATION AGREEMENT COOPERATION
AGREEMENT, dated as of -, 2004, by and among ASSURANT, Inc.
(formerly named Fortis, Inc.), a Delaware corporation ("ASSURANT"),
FORTIS INSURANCE N.V. ("FORTIS INSURANCE"), a naamloze vennootschap
established under the laws of the Netherlands, and FORTIS SA/NV a
public company established as a societe anonyme/naamloze
vennootschap under the laws of Belgium and FORTIS N.V., a public
company established as a naamloze vennootschap under the laws of
the Netherlands (Fortis SA/NV and Fortis N.V., together referred to
as "FORTIS") WHEREAS, Fortis is the indirect owner of all of the
issued and outstanding common stock of Assurant; WHEREAS,
simultaneously with the execution and delivery of this Agreement,
Assurant is registering Common Shares owned by Fortis Insurance for
sale to the public in an underwritten secondary offering registered
under the Securities Act pursuant to a registration statement on
Form S-1, File No. 333-109984 (the "IPO REGISTRATION STATEMENT").
WHEREAS, upon completion of such offering, Fortis Insurance will
continue to own -% of the Common Shares outstanding (or -% if the
underwriters' over allotment option is exercised); WHEREAS, Fortis
and Assurant will each be publicly held listed companies subject to
applicable listing standards and disclosure obligations; WHEREAS,
Fortis will continue to account for its investment in Assurant on a
consolidated basis or under the equity method of accounting which
will require sharing of financial and other information between
Fortis and Assurant; and WHEREAS, in addition, Assurant and the
Fortis Group (defined below) have agreed to continue to provide
certain services and/or information to each other following the
Initial Public Offering. NOW, THEREFORE, in contemplation of
Assurant ceasing to be wholly owned by Fortis and for good and
valuable consideration, the receipt and adequacy of which is
acknowledged, the parties hereby agree as follows: ARTICLE 1
DEFINITIONS Section 1.01. Certain Definitions. In addition to the
terms defined elsewhere in this Agreement, the following terms
shall have the following meanings: "ACTIONS" has the meaning set
forth in Section 4.01(a) hereof. "AGREEMENT" and "HEREOF" and
"HEREIN" means this Cooperation Agreement, including all
amendments, modifications and supplements and any exhibits or
schedules to any of the foregoing, and shall refer to the Agreement
as the same may be in effect at the time such reference becomes
operative. "ASSURANT AUDITORS" has the meaning set forth in Section
3.03(c). "ASSURANT FINANCIAL STATEMENTS" has the meaning set forth
in Section 3.03(c). "ASSURANT PUBLIC DOCUMENTS" has the meaning set
forth in Section 3.03(a). "BUSINESS DAY" or "BUSINESS DAY" means
any day except a Saturday, Sunday or other day on which commercial
banks in New York City, Belgium or the Netherlands are authorized
or obligated by law or executive order to close. "CAPITAL
SECURITIES" means the $150,000,000 8.40% capital securities issued
by Fortis Capital Trust I and the $50,000,000 7.94% capital
securities issued by Fortis Capital Trust II on July 31, 1997.
"COMMON STOCK" means the common stock, par value $.01 per share, of
Assurant. "DESIGNATED ASSURANT SUBLICENSEE" has the meaning set
forth in Section 2.01(a). "EXCHANGE ACT" means the Securities
Exchange Act of 1934, as amended. "FAP" means generally accepted
accounting principles in Belgium as in effect from time to time.
"FORTIS FINANCIAL STATEMENTS" has the meaning set forth in Section
3.03. "FORTIS AUDITORS" has the meaning set forth in Section
3.03(c). 2 "FORTIS DESIGNEE" means a member of the board of
directors of Assurant designated by Fortis Insurance and nominated
in accordance with the terms of the Shareholders' Agreement dated
as of the date hereof between Assurant and Fortis Insurance.
"FORTIS GROUP" means, collectively, Fortis SA/NV and Fortis N.V.
and all of their direct and indirect subsidiaries now or hereafter
existing, other than Assurant and its Subsidiaries (all
determinations hereunder to be made after giving effect to the
IPO). "FORTIS LICENSE" has the meaning set forth in Section
2.01(a). "FORTIS MARKS" has the meaning set forth in Section
2.01(a). "FORTIS US" means Fortis, Inc., a Nevada corporation and
predecessor company to Assurant. "GAAP" means United States
generally accepted accounting principles. "IAS" means International
Auditing Standards/International Financial Reporting Standards, as
in effect from time to time. "IAS REQUIRED INFORMATION" has the
meaning set forth in Section 3.03(g). "INITIAL PUBLIC OFFERING" or
"IPO" means the proposed initial public offering of the Common
Stock as contemplated by the IPO Registration Statement. "LOSSES"
has the meaning set forth in Section 4.01(a). "PERSON" means any
individual, corporation, partnership, joint venture, limited
liability company, association or other business entity and any
trust, unincorporated organization or government or any agency or
political subdivision thereof. "PRIVILEGE" has the meaning set
forth in Section 3.03(f). "PROSPECTUS" means the prospectus or
prospectuses included in any Registration Statement, as amended or
supplemented by any prospectus supplement and by all other
amendments and supplements to such prospectus, including
post-effective amendments and all material incorporated by
reference in such prospectus or prospectuses. "REGISTRATION RIGHTS
AGREEMENT" means the registration rights agreement dated -, 2004
between Assurant and Fortis Insurance 3 "REGULATION S-K" means
Regulation S-K of the General Rules and Regulations under the
Securities Act. "REGULATION S-X" means Regulation S-X of the
General Rules and Regulations under the Securities Act. "SEC" means
the United States Securities and Exchange Commission. "SECURITIES
ACT" means the Securities Act of 1933, as amended. "SUBSIDIARY" or
"SUBSIDIARY" of Assurant shall include all corporations,
partnerships, joint ventures, limited liability companies,
associations and other entities (a) in which Assurant owns
(directly or indirectly) 50% or more of the outstanding voting
stock, voting power, partnership interests or similar ownership
interests, (b) of which Assurant otherwise directly or indirectly
controls or directs the policies or operations and (c) which would
be considered subsidiaries of Assurant within the meaning of
Regulation S-K or Regulation S-X. "TENDER OFFER" means the tender
with exit consent offered to holders of the $150 million trust
capital securities issued by Fortis (US) RegCaPS Funding Trust I
and $400 million trust capital securities issued by Fortis (US)
RegCaPS Funding Trust II on March 1, 2000. "TRIGGER DATE" means the
last day in the fiscal quarter in which Fortis ceases to
beneficially own (excluding for such purposes shares of Common
Stock beneficially owned by any member of the Fortis Group but not
for its own account) shares entitled to fifty percent (50%) or more
of the votes entitled to be cast by the then outstanding Common
Stock. ARTICLE 2 USE OF NAME, TRADEMARKS AND DOMAIN NAMES Section
2.01. Grant of License. (a) Fortis hereby grants to Assurant, or to
the extent another member of the Fortis Group owns the Fortis Marks
(as defined below) Fortis hereby causes such member to grant to
Assurant, for the term set forth in Section 2.04(a) hereof, a
non-exclusive worldwide royalty-free license (the "FORTIS LICENSE")
to use the trademarks, company names, trade or commercial names,
domain names and product names set forth in Schedule 2 hereto
(hereinafter collectively referred to as the "FORTIS MARKS"), but
only in the manner identified in Schedule 2 hereto or as otherwise
approved in advance in writing by Fortis, in each case, solely to
the extent required for the purpose of transitioning Assurant's
business, products, and services 4 and activities related thereto
to the Assurant name as set forth on Schedule 2 hereto. Assurant
shall only use the Fortis Marks in connection with its business,
products, and services and activities related thereto in the manner
consistent with and of a nature and quality equal to that used by
Assurant and its Subsidiaries in connection with the Fortis Marks
as of the date of this Agreement, and in conformity with past
practices regarding quality control and usage of such marks,
including compliance with the Fortis Brand Manual. Assurant shall
have no right to sublicense the Fortis Marks; provided, however,
that Assurant may sublicense the Fortis Marks to any Subsidiary of
Assurant (for so long as such Subsidiary remains a Subsidiary of
Assurant) to the extent required for the purpose of transitioning
products and services bearing Fortis Marks to the Assurant name in
accordance with the terms of this Article 2 (a "DESIGNATED ASSURANT
SUBLICENSEE"). A breach by any Assurant Subsidiary or any
Designated Assurant Sublicensee of any of the provisions of this
Article 2 shall be deemed a breach by Assurant of this Article 2.
Assurant shall not register or use any Fortis Mark for any new
business, and shall not use the term "Fortis" in the name of any
new product, service, domain name or corporate entity; provided
that, by way of sole exception and subject to Section 2.01(b),
Assurant may continue to use the Fortis name in connection with new
products or extensions of existing products being sold by Assurant
subsidiaries permitted to use the Fortis Marks. Assurant will
notify Fortis promptly in writing of any use of the Fortis name in
any new product. (b) Assurant agrees that the Fortis License is a
"phase-out" license and agrees that during the term of the Fortis
License its use of the Fortis Marks shall be consistent with the
purposes of such "phase-out" licenses. Assurant agrees to use its
best efforts to cause the change of all of the company, commercial
and trade names to eliminate the Fortis name and/or mark and always
replace it with the Assurant name and/or mark (or such other name
or mark that bears no resemblance to the Fortis name and/or mark)
as soon as practicable and in any case, within the respective terms
stipulated in Section 2.04. Assurant further agrees promptly upon
any such name change to cause the cessation of all use of the
Fortis Marks by Assurant subsidiaries concerned, including but not
limited to the cessation of the use of the Fortis name in any new
product or extension of any existing product; provided that
Assurant may use the Fortis Marks in conjunction with a phrase
substantially similar to "formerly known as" for the duration of
the term of the license set forth in Schedule 2. (c) Assurant and
each Assurant Subsidiary shall have no rights with respect to the
Fortis Marks other than those expressly set forth in this
Agreement. This Agreement supersedes all prior agreements (whether
written, oral or implied) between any member of the Fortis Group
and Assurant or any Subsidiary of Assurant, with respect to the use
of the Fortis Marks. (d) Assurant, each Assurant Subsidiary and
each Designated Assurant Sublicensee shall execute any additional
documents which Fortis may reasonably request (at Fortis' expense),
both prior and subsequent to the expiration or earlier termination
of the Fortis License, in order to perfect, maintain, defend or 5
terminate any right of any party in the Fortis Marks in any
jurisdiction of the world. Section 2.02. Trademark Guidelines and
Standards. Assurant agrees that, in the conduct of the business and
activities of Assurant and its Designated Assurant Sublicensees
under the Fortis License, it shall, and shall cause each Designated
Assurant Sublicensee to, (i) adhere to the appropriate ethical
standards pertaining to Assurant's and its Designated Assurant
Sublicensees' businesses and operations, (ii) comply with the
requirements of the Fortis Brand Manual, (iii) do nothing to bring
disrepute to or damage the goodwill symbolized by the Fortis Marks
and (iv) Assurant will and will cause its Designated Assurant
Sublicensees' to inform Fortis of any possible infringement of any
Fortis Mark. Section 2.03. Retention of Trademark Ownership.
Assurant acknowledges and agrees that Fortis, and/or such other
member of the Fortis Group referred to in the first sentence of
Section 2.01(a) hereof, as the case may be, is the owner of all of
the right, title, and interest in and to the Fortis Marks and all
goodwill associated therewith throughout the world and acknowledges
the validity of the Fortis Marks and of all trademark and service
mark registrations and applications of each member of the Fortis
Group pertaining thereto. Assurant agrees that it shall, and shall
cause each Assurant Subsidiary and each Designated Assurant
Sublicensee to, uphold the goodwill inherent in the Fortis Marks
and to assist Fortis (at Fortis' expense) to protect the rights of
Fortis and the other members of the Fortis Group therein. All use
of the Fortis Marks by Assurant, any Assurant Subsidiary and any
Designated Assurant Sublicensees (including all past, present and
future use), and the goodwill generated thereby, shall inure to the
benefit of Fortis and shall not vest in Assurant, any Assurant
Subsidiary or in any Designated Assurant Sublicensee. Assurant
shall not, directly or indirectly, contest or challenge the
validity or enforceability of the Fortis Marks and/or Fortis'
ownership thereof. To the extent that Assurant, any Assurant
Subsidiary or any Designated Assurant Sublicensee is deemed to have
any ownership rights in the Fortis Marks, Assurant shall, and shall
cause each such Subsidiary or Designated Assurant Sublicensee to,
assign such rights to Fortis or to a member of the Fortis Group
designated by Fortis. To the extent it has not already done so
prior to the date of this Agreement, Assurant together with its
Subsidiaries hereby transfers and assigns any rights in the Fortis
Marks that it may have to Fortis and agrees to take all actions and
make any filings required to effect such assignment and transfer
within 10 days of the date of this Agreement. After the date of
this Agreement, if Assurant or Fortis identifies additional marks
that were in use as of the date of this Agreement and should have
been included in Schedule 2 hereto, then the parties agree to amend
Schedule 2 to include such marks in the Fortis License and such
marks shall be deemed to be Fortis Marks for all purposes under
this Agreement. 6 Section 2.04. Termination of Trademark Licenses.
(a) The Fortis License granted pursuant to this Article 2 shall
automatically expire (subject to earlier termination in accordance
with this Section 2.04) upon the earlier to occur of (i) the date
on which Assurant, Assurant subsidiaries and the Designated
Assurant Sublicensees cease use of all the Fortis Marks with no
intent to resume use (for which Assurant shall notify Fortis in
writing as soon as reasonably practicable thereafter) and (ii) the
respective dates set forth in Schedule 2. (b) Fortis shall have the
right to terminate the Fortis License at any time if Assurant, any
Assurant Subsidiary or any Designated Assurant Sublicensee has
breached any term or provision of this Article 2. (c) Upon the
applicable expiration or earlier termination date of the Fortis
License, Assurant shall, and shall cause each of the Designated
Assurant Sublicensees to, discontinue all applicable uses of the
Fortis Marks. (d) Fortis shall have the right in its sole
discretion to continue to maintain or terminate use of the Fortis
Marks. Section 2.05. Representations and Warranties. Assurant
represents and warrants that the performance by it of its
obligations under this Article 2 will not conflict with any other
agreement or obligation to which it is bound. Section 2.06.
Disclaimer. FORTIS, ON ITS OWN BEHALF AND ON BEHALF OF THE FORTIS
GROUP, HEREBY SPECIFICALLY DISCLAIMS ANY AND ALL REPRESENTATIONS
AND WARRANTIES, EXPRESS OR IMPLIED (INCLUDING WITHOUT LIMITATION
ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, VALIDITY, REGISTRABILITY, OR NON-INFRINGEMENT AND IMPLIED
WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF
PERFORMANCE), REGARDING THE FORTIS MARKS. WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, ASSURANT ACKNOWLEDGES THAT THE
LICENSES GRANTED IN THIS AGREEMENT AND THE FORTIS MARKS ARE
PROVIDED "AS IS." ARTICLE 3 FINANCIAL AND OTHER INFORMATION Section
3.01. Fifty Percent Threshold. Assurant agrees that during any
period in which the members of the Fortis Group beneficially own,
in the aggregate (excluding for such purposes shares of Common
Stock beneficially owned by the Fortis Group but not for its own
account) shares entitled to fifty percent (50%) or more of the
votes entitled to be cast by the then outstanding Common Stock (or
in which, notwithstanding such percentage, any member of 7 the
Fortis Group is required, in accordance with IAS 27, to fully
consolidate Assurant's financial statements with its financial
statements): (a) Financial Information. Assurant shall deliver to
Fortis the financial information listed on Part 1 of Schedule 3(a)
hereto by such dates as are indicated thereon. Assurant agrees to
provide in a timely manner all information required by Fortis for
the transition from FAP to IAS. (b) Risk Reporting. Assurant shall
deliver to Fortis the risk information listed on Part 1 of Schedule
3(b) hereto by such dates as are indicated thereon. (c) Compliance
Reporting. Assurant shall deliver to Fortis the compliance
information listed on Schedule 3(c) hereto by such dates as are
indicated thereon. In addition, Assurant shall deliver to Fortis
incident reports relating to material events consistent with past
practice. (d) Other Information. Assurant shall provide to Fortis
such other supplemental information and analyses as Fortis may
reasonably request on behalf of any member of the Fortis Group in
order to analyze the financial information, risk management and
such other information with respect to Assurant and its
subsidiaries provided in accordance with clauses (a), (b) and (c)
above, and shall permit the Fortis Designees (or members of their
staff acting on their behalf) an opportunity to meet with
management of Assurant in connection therewith. (e) Maintenance of
Books and Records. Assurant shall, and shall cause each of its
consolidated subsidiaries to devise and maintain a system of
internal controls sufficient to provide reasonable assurances that
permit preparation of financial statements in conformity with FAP
and any other criteria applicable to such statements. (f) General
Financial Statement Requirements. All information provided by
Assurant or any of its subsidiaries to Fortis pursuant to Sections
3.01(a) (with the exception of the last sentence of Section
3.01(a)), (b), (c) and (d) shall be consistent in terms of format
and detail with the practices in effect on the date hereof with
respect to the provision of such financial and other information by
Assurant and its subsidiaries to Fortis (and where appropriate, as
presently presented in financial and other reports delivered to the
Board of Directors of Fortis), with such changes therein as may be
agreed to by Fortis and Assurant from time to time, such agreement
not to be unreasonably withheld. (g) Change in Accounting Estimates
and Principles. Assurant will give Fortis reasonable notice of any
significant change in any accounting estimate or accounting
principle that would impact the FAP reporting to Fortis. Assurant
will not implement any such change with respect to FAP reporting to
Fortis without Fortis' prior written consent. Notwithstanding the
foregoing, Assurant may make 8 such changes in accounting estimates
or principles under GAAP as it deems necessary or advisable in its
sole discretion. (h) Internal Auditors. Assurant shall provide
Fortis' internal auditors and, as necessary, actuaries working in
conjunction with internal audit at Fortis, upon reasonable notice
access to Assurant's and its subsidiaries' books and records so
that Fortis may conduct reasonable audits relating to the financial
statements provided by Assurant pursuant to this Article 3, as well
as to the internal controls and operations of Assurant and its
subsidiaries. Section 3.02. Twenty Percent Threshold. Assurant
agrees that, during any period in which the members of the Fortis
Group beneficially own, in the aggregate (excluding for such
purposes shares of Common Stock beneficially owned by the Fortis
Group but not for its own account), shares entitled to twenty
percent (20%) or more of the votes entitled to be cast by the then
outstanding Common Stock, or during any period in which any member
of the Fortis Group is required to account for its investment in
Assurant under the equity method of accounting (determined in
accordance with IAS 28): (a) Financial Information. Assurant shall
deliver to Fortis the financial information listed on Part 2 of
Schedule 3(a) hereto by such dates as are indicated thereon. (b)
Risk Reporting. Assurant shall deliver to Fortis the risk
information listed on Part 2 of Schedule 3(b) hereto by such dates
as are indicated thereon. (c) Compliance Reporting. Assurant shall
deliver to Fortis incident reports relating to material events
consistent with past practice. (d) Other Information. Assurant
shall provide to Fortis such other supplemental information and
analyses as Fortis may reasonably request on behalf of any member
of the Fortis Group in order to analyze the financial information,
risk management and such other information with respect to Assurant
and its subsidiaries, provided in accordance with clauses (a), (b)
or (c) above, but only to the extent such information or analysis
has otherwise been prepared by or on behalf of Assurant, and shall
permit the Fortis Designees (or members of their staff) an
opportunity to meet with management of Assurant and its accountants
in connection therewith. (e) General Financial Statement
Requirements. All information provided by Assurant or any of its
subsidiaries to Fortis pursuant to Sections 3.02(a), (b) and (d),
shall be in the format and with the level of detail consistent with
the procedures and practices utilized by Assurant and its
subsidiaries in connection with the preparation of such financial
and other information at the time the information is provided to
Fortis, with such changes 9 therein as may be agreed to by Fortis
and Assurant from time to time, such agreement not to be
unreasonably withheld. Section 3.03. Coordination, Cooperation and
Access. In connection with any Fortis Group member's preparation of
its quarterly earnings releases and quarterly financial statements,
audited annual financial statements and its Annual Reports to
Shareholders (collectively the "FORTIS FINANCIAL STATEMENTS"),
during any period in which the provisions of Sections 3.01 or 3.02
apply, Assurant agrees as follows: (a) Public Information and SEC
Reports. (i) Assurant and each of its subsidiaries which files
information with the SEC shall send to Fortis no later than at the
time the same are delivered to the Assurant board of directors or
any committee thereof, drafts of all reports, earnings releases,
notices and proxy and information statements to be sent or made
available by Assurant or any of its subsidiaries to their security
holders and all regular, periodic and other reports filed under
Sections 13, 14 and 15 of the Exchange Act (including Reports on
Forms 10-K, 10-Q and 8-K and Annual Reports to Shareholders), and,
subject to any additional obligations pursuant to the Registration
Rights Agreement, all registration statements and prospectuses to
be filed by Assurant or any of its subsidiaries with the SEC or any
securities exchange pursuant to the listed company manual (or
similar requirements) of such exchange (collectively, "ASSURANT
PUBLIC DOCUMENTS") and shall use its reasonable best efforts to
send drafts of such Assurant Public Documents to Fortis at least
three (3) business days prior to filing with the SEC. In addition,
Assurant and each of its relevant subsidiaries agree to send final
copies of all Assurant Public Documents no later than the date the
same are available to Assurant. (ii) To the extent practicable and
except as otherwise provided by clause (i) above, prior to
issuance, Assurant shall send to Fortis, during normal business
hours in Belgium and the Netherlands, copies of all press releases
and other statements to be made available by Assurant or any of its
subsidiaries to the public with respect to material adverse
developments in the business of Assurant or any of its
subsidiaries. Except as provided in clause (i) above and this
clause (ii) and below, all other press releases shall be sent to
Fortis concurrently with their public release. (iii) No release,
report, registration, information or proxy statement, prospectus or
other document which refers, or contains information with respect,
to any member of the Fortis Group shall be filed with the SEC or
otherwise made public by Assurant or any of its subsidiaries
without the prior written consent of Fortis, which consent shall
not be unreasonably withheld, with respect to those portions of
such document which contain information with respect t
