FORM OF COOPERATION AGREEMENT

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

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 to any member of the Fortis Group, except as may be required by law, rule or regulation (in such 10 cases Assurant shall notify the relevant member of the Fortis Group and obtain such member's consent before making such a filing with the SEC or otherwise making any such information public). (b) Release of Information. Fortis agrees that, unless required by law, rule or regulation or unless Assurant shall have consented thereto, no member of the Fortis Group will publicly release any information included in the Assurant Public Documents sent to Fortis pursuant to this Article 3 prior to the time that Fortis publicly releases financial information of Fortis for the relevant period. Assurant and Fortis will consult on the timing of their annual and quarterly earnings releases and, to the extent practicable, Fortis will give Assurant an opportunity to review the information therein relating to Assurant and its subsidiaries and to comment thereon. In the event that any member of the Fortis Group is required by law to publicly release information included in the Assurant Public Documents prior to the public release of Fortis' financial information, Fortis will give Assurant notice of such release of such information as soon as practicable but no later than two days prior to such release of such information. (c) Coordination of Auditors' Opinions. Assurant will use its reasonable best eff