10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

þ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2006

OR

¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from                      to                     

Assurant, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-31978	39-1126612
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

One Chase Manhattan Plaza, 41st Floor

New York, New York 10005

(212) 859-7000

(Address, including zip code, and telephone number, including

area code, of Registrant’s Principal Executive Offices)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES  þ    NO  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  þ                Accelerated filer  ¨                Non-accelerated filer  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES  ¨    NO  þ

The number of shares of the registrant’s Common Stock outstanding at May 1, 2006 was 128,986,923.

ASSURANT, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2006

TABLE OF CONTENTS

	Item Number	Page Number
	PART I
	FINANCIAL INFORMATION
1.	Financial Statements	2
	Assurant, Inc. and Subsidiaries Consolidated Balance Sheets at March 31, 2006 (unaudited) and December 31, 2005	2
	Assurant, Inc. and Subsidiaries Consolidated Statement of Operations for the three months ended March 31, 2006 and 2005 (unaudited)	4
	Assurant, Inc. and Subsidiaries Consolidated Statement of Changes in Stockholders’ Equity from December 31, 2005 through March 31, 2006 (unaudited)	5
	Assurant, Inc. and Subsidiaries Consolidated Statement of Cash Flows for the three months ended March 31, 2006 and 2005 (unaudited)	6
	Assurant, Inc. and Subsidiaries Notes to Consolidated Financial Statements for the three months ended March 31, 2006 and 2005 (unaudited)	7
2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
3.	Quantitative and Qualitative Disclosures About Market Risk	33
4.	Controls and Procedures	33
	PART II
	OTHER INFORMATION
1.	Legal Proceedings	34
1A.	Risk Factors	34
2.	Unregistered Sale of Equity Securities and Use of Proceeds	34
5	Other Information	34
6.	Exhibits	35
	Signatures	36

Assurant, Inc. and Subsidiaries

Consolidated Balance Sheets

At March 31, 2006 (unaudited) and December 31, 2005

	March 31, 2006		December 31, 2005
	(in thousands except number of shares)
Assets
Investments:
Fixed maturities available for sale, at fair value (amortized cost - $8,772,170 in 2006 and $8,668,595 in 2005)	$	8,847,534	$	8,961,778
Equity securities available for sale, at fair value (cost - $744,632 in 2006 and $694,977 in 2005)		746,031		693,101
Commercial mortgage loans on real estate, at amortized cost		1,234,185		1,212,006
Policy loans		60,044		61,043
Short-term investments		262,182		427,474
Collateral held under securities lending		543,198		610,662
Other investments		555,761		549,759
Total investments		12,248,935		12,515,823
Cash and cash equivalents		650,705		855,569
Premiums and accounts receivable, net		514,146		454,789
Reinsurance recoverables		4,075,817		4,447,810
Accrued investment income		132,268		128,150
Tax receivable		—		3,868
Deferred income taxes, net		12,953		—
Deferred acquisition costs		2,081,540		2,022,308
Property and equipment, at cost less accumulated depreciation		268,242		267,720
Goodwill		804,889		804,864
Value of business acquired		147,537		151,512
Other assets		245,559		240,605
Assets held in separate accounts		3,498,093		3,472,435
Total assets	$	24,680,684	$	25,365,453

See the accompanying notes to the consolidated financial statements

2

Assurant, Inc. and Subsidiaries

Consolidated Balance Sheets

At March 31, 2006 (unaudited) and December 31, 2005

	March 31, 2006			December 31, 2005
	(in thousands except number of shares)
Liabilities
Future policy benefits and expenses	$	6,697,981		$	6,664,854
Unearned premiums		3,906,705			3,851,614
Claims and benefits payable		3,559,322			3,875,223
Commissions payable		231,977			301,209
Reinsurance balances payable		109,039			129,547
Funds held under reinsurance		78,819			78,578
Deferred gain on disposal of businesses		278,378			287,212
Obligation under securities lending		543,198			610,662
Accounts payable and other liabilities		1,092,163			1,351,196
Deferred income taxes, net		—			47,514
Income taxes payable		36,569			—
Debt		971,711			971,690
Mandatorily redeemable preferred stock		23,160			24,160
Liabilities related to separate accounts		3,498,093			3,472,435
Total liabilities	$	21,027,115		$	21,665,894
Commitments and contingencies (note 10)	$	—		$	—
Stockholders’ equity
Common stock, par value $.01 per share, 800,000,000 shares authorized, 142,697,355 and 142,563,829 shares issued, 129,329,491 and 130,591,834 shares outstanding at March 31, 2006 and December 31, 2005, respectively	$	1,427		$	1,426
Additional paid-in capital		2,880,855			2,880,329
Retained earnings		1,158,973			1,006,910
Unamortized restricted stock compensation (127,601 shares at December 31, 2005)		—			(2,829	)
Accumulated other comprehensive income		78,400			219,499
Treasury stock, at cost; 13,261,194 and 11,844,394 shares at March 31, 2006 and December 31, 2005, respectively		(466,086	)		(405,776	)
Total stockholders’ equity		3,653,569			3,699,559
Total liabilities and stockholders’ equity	$	24,680,684		$	25,365,453

See the accompanying notes to the consolidated financial statements

3

Assurant, Inc. and Subsidiaries

Consolidated Statement of Operations (Unaudited)

Three Months Ended March 31, 2006 and 2005

	Three Months Ended March 31,
	2006			2005
	(in thousands except number of shares and per share amounts)
Revenues
Net earned premiums and other considerations	$	1,672,653		$	1,631,894
Net investment income		192,562			164,200
Net realized (loss) gain on investments		(4,452	)		492
Amortization of deferred gain on disposal of businesses		8,833			11,863
Fees and other income		60,186			53,905
Total revenues		1,929,782			1,862,354
Benefits, losses and expenses
Policyholder benefits		889,679			943,524
Amortization of deferred acquisition costs and value of business acquired		285,383			215,445
Underwriting, general and administrative expenses		497,049			511,348
Interest expense		15,315			15,314
Total benefits, losses and expenses		1,687,426			1,685,631
Income before income taxes and cumulative effect of change in accounting principle		242,356			176,723
Income taxes		81,431			62,325
Net income before cumulative effect of change in accounting principle		160,925			114,398
Cumulative effect of change in accounting principle		1,547			—
Net Income	$	162,472		$	114,398
Earnings per share:
Basic
Net income before cumulative effect of change in accounting principle	$	1.24		$	0.82
Cumulative effect of change in accounting principle		0.01			—
Net income	$	1.25		$	0.82
Diluted
Net income before cumulative effect of change in accounting principle	$	1.22		$	0.82
Cumulative effect of change in accounting principle		0.01			—
Net income	$	1.23		$	0.82
Dividends per share	$	0.08		$	0.07
Share Data:
Weighted average shares outstanding used in per share calculations		129,998,426			139,736,533
Plus: Dilutive securities		2,001,880			96,480
Weighted average shares used in diluted per share calculations		132,000,306			139,833,013

See the accompanying notes to the consolidated financial statements

4

Assurant, Inc. and Subsidiaries

Consolidated Statement of Changes in Stockholders’ Equity

From December 31, 2005 through March 31, 2006 (unaudited)

	Common Stock		Additional Paid-in Capital			Retained Earnings			Unamortized Restricted Stock Compensation			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total			Shares of Common Stock Issued
	(in thousands except number of shares)
Balance, December 31, 2005	$	1,426	$	2,880,329		$	1,006,910		$	(2,829	)	$	219,499		$	(405,776	)	$	3,699,559		142,563,829
Stock Plan Issuance		1		(1,109	)		—			2,829			—			—			1,721		133,526
Stock Plan Compensation Expense		—		1,531			—			—			—			—			1,531		—
Tax benefit of exercise of stock options		—		104			—			—			—			—			104
Dividends		—		—			(10,409	)		—			—			—			(10,409	)	—
Acquistion of Treasury Shares		—		—			—			—			—			(60,310	)		(60,310	)	—
Comprehensive income:
Net income		—		—			162,472			—			—			—			162,472		—
Other comprehensive income:
Net change in unrealized gains on securities		—		—			—			—			(140,855	)		—			(140,855	)	—
Foreign currency translation, net of taxes		—		—			—			—			(244	)		—			(244	)	—
Total other comprehensive income																			(141,099	)	—
Total Comprehensive income:																			21,373		—
Balance, March 31, 2006	$	1,427	$	2,880,855		$	1,158,973		$	—		$	78,400		$	(466,086	)	$	3,653,569		142,697,355

See the accompanying notes to the consolidated financial statements

5

Assurant, Inc. and Subsidiaries

Consolidated Statement of Cash Flows (unaudited)

Three Months Ended March 31, 2006 and 2005

	Three Months Ended March 31,
	2006			2005
	(in thousands)
Net cash (used in) provided by operating activities	$	(97,569	)	$	76,703
Investing activities
Sales of:
Fixed maturities available for sale		451,261			400,903
Equity securities available for sale		154,782			26,666
Property and equipment		1,632			29
Maturities, prepayments, and scheduled redemption of:
Fixed maturities available for sale		173,480			202,215
Purchases of:
Fixed maturities available for sale		(767,176	)		(794,752	)
Equity securities available for sale		(173,320	)		(72,913	)
Property and equipment		(12,920	)		(13,618	)
Change in commercial mortgage loans on real estate		(22,211	)		12,509
Change in short term investments		165,280			(138,747	)
Change in other invested assets		(9,188	)		997
Change in policy loans		997			698
Change in collateral held under securities lending		67,464			(64,990	)
Net cash provided by (used in) investing activities		30,081			(441,003	)
Financing activities
Repayment of mandatorily redeemable preferred stock		(1,000	)		—
Issuance of common stock		1,721			1,700
Excess tax benefits from stock-based payment arrangements		104			—
Purchase of treasury stock		(60,310	)		(24,602	)
Dividends paid		(10,409	)		(9,795	)
Change in obligation under securities lending		(67,464	)		64,990
Commercial paper issued		19,982			39,959
Commercial paper repaid		(20,000	)		(40,000	)
Net cash (used in) provided by financing activities		(137,376	)		32,252
Change in cash and cash equivalents		(204,864	)		(332,048	)
Cash and cash equivalents at beginning of period		855,569			807,082
Cash and cash equivalents at end of period	$	650,705		$	475,034

See the accompanying notes to the consolidated financial statements

6

Assurant, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Three Months Ended March 31, 2006 and 2005

1. Nature of Operations

Assurant, Inc. (formerly, Fortis, Inc.) (the “Company”) is a holding company whose subsidiaries provide specialized insurance products and related services in North America and selected international markets. Prior to the Initial Public Offering (the “IPO”) on February 5, 2004, Fortis, Inc. was incorporated in Nevada and was indirectly wholly owned by Fortis N.V. of the Netherlands and Fortis SA/NV of Belgium (collectively, “Fortis”) through their affiliates, including their wholly owned subsidiary, Fortis Insurance N.V.

In connection with the IPO, Fortis, Inc. was merged into Assurant, Inc., a Delaware corporation, which was formed solely for the purpose of the redomestication of Fortis, Inc. After the merger, Assurant, Inc. became the successor to the business, operations and obligations of Fortis, Inc. Assurant, Inc. is traded on the New York Stock Exchange under the symbol AIZ.

Through its operating subsidiaries, the Company provides creditor-placed homeowners insurance, manufactured housing homeowners insurance, debt protection administration, credit insurance, warranties and extended service contracts, individual health and small employer group health insurance, group dental insurance, group disability insurance, group life insurance and pre-funded funeral insurance.

2. Basis of Presentation

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Accordingly, these statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair statement of the financial statements have been included. Certain prior period amounts have been reclassified to conform to the 2006 presentation.

Dollar amounts are in thousands, except for number of shares and per share amounts.

The consolidated financial statements include the accounts of the Company and all of its wholly owned subsidiaries. All inter-company transactions and balances are eliminated in consolidation.

Operating results for the three months ended March 31, 2006 are not necessarily indicative of the results that may be expected for the year ending December 31, 2006. The accompanying interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s annual report on Form 10-K for the year ended December 31, 2005.

3. Recent Accounting Pronouncements and Change in Accounting Principle

On January 1, 2006, the Company adopted Statement of Financial Accounting Standards (“FAS”) No. 123 (revised 2004), Share-Based Payment (“FAS 123R”) which replaces Statement of Financial Accounting Standards No. 123, Share-Based Payment and supersedes Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees. FAS 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The pro forma disclosures previously permitted under FAS 123 are no longer an alternative to financial statement recognition. Under FAS 123R, the Company must determine the appropriate fair value model to be used for valuing share-based payments, the amortization method for compensation cost, and the transition method to be used at date of adoption. The Company adopted FAS 123R using the modified prospective method which requires that compensation expense be recorded for all unvested stock options at the beginning of the first quarter of adoption of FAS 123R. The adoption of FAS

7

Assurant, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Three Months Ended March 31, 2006 and 2005

123R did not have a material impact on the Company’s consolidated financial statements. See Note 5 for further information regarding the adoption of FAS 123R.

On January 1, 2006, the Company adopted FAS No. 154, Accounting Changes and Error Corrections, a replacement of APB Opinion No. 20, Accounting Changes, and Statement No. 3, Reporting Accounting Changes in Interim Financial Statements (“FAS 154”). FAS 154 changes the accounting and reporting of a change in accounting principles. Prior to FAS 154, the majority of voluntary changes in accounting principles were required to be recognized as a cumulative effect adjustment within net income during the period of the change. FAS 154 requires retrospective application to prior period financial statements unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. The adoption of FAS 154 did not have a material effect on our consolidated financial position or results of operations.

4. Debt

In February 2004, the Company issued two series of senior notes with an aggregate principal amount of $975,000. The Company received net proceeds from this transaction of $971,537, which represents the principal amount less the discount. The discount will be amortized over the life of the notes.

The interest expense incurred related to the senior notes was $15,047 for the three months ended March 31, 2006 and 2005, respectively. The Company made an interest payment of $30,094 on February 15, 2006.

In March 2004, the Company established a $500,000 commercial paper program, which is available for working capital and other general corporate purposes. This program is backed up by a $500,000 senior revolving credit facility. On February 7, 2006, the Company used $20,000 from the commercial paper program for general corporate purposes, which was repaid on February 14, 2006. There were no amounts relating to the commercial paper program outstanding at March 31, 2006. The Company did not use the revolving credit facility during the three months ended March 31, 2006 and no amounts are currently outstanding.

The revolving credit facility contains restrictive covenants. The terms of the revolving credit facility also require that the Company maintain certain specified minimum ratios and thresholds. The Company is in compliance with all covenants and the Company maintains all specified minimum ratios and thresholds.

5. Stock Based Incentive Plans

Prior to January 1, 2006, the Company accounted for stock based compensation plans in accordance with the provisions of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (“APB 25”), which required compensation expense for compensatory plans to be recognized based on the intrinsic value of the award. Effective January 1, 2006, the Company adopted Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payments (“FAS 123R”) using the modified prospective transition method and, therefore, has not restated results for prior periods. Under this transition method, stock-based compensation costs are recognized based on the grant date fair value, in accordance with FAS 123R, for new awards granted after January 1, 2006 as well as any unvested portion of awards granted prior to January 1, 2006. For the three months ended March 31, 2006, the Company recognized compensation costs, net of a 5% per year forfeiture rate, on a pro-rated basis.

FAS 123R requires that a one time cumulative adjustment be made at the adoption date to record an estimate of future forfeitures on outstanding awards. This adjustment is the amount of compensation cost recorded prior to the adoption of FAS 123R related to outstanding awards that are not expected to vest, based on an estimate of forfeitures as of the FAS 123R adoption date. The cumulative adjustment, net of taxes, had a positive impact of $1,547 on the consolidated results of operations of the Company for the three months ended March 31, 2006.

8

Assurant, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Three Months Ended March 31, 2006 and 2005

Also in connection with the adoption of FAS 123R, the Company reclassified $2,829 of Unamortized Restricted Stock Compensation (contra-equity account) outstanding at December 31, 2005 to additional paid in capital. Under FAS 123R, an equity instrument is not recorded to stockholders’ equity until the related compensation expense is recorded over the requisite vesting period of the award. Prior to the adoption of FAS 123R, and in accordance with APB 25, the Company recorded the full fair value of all issued but non-vested Restricted Stock to additional paid in capital with an offsetting amount to Unamortized Restricted Stock Compensation (contra-equity account) which represented the amount of compensation costs not yet recognized for Restricted Stock.

Director’s Compensation Plan

The Company’s Director’s Compensation Plan permits the issuance of up to 500,000 shares of the Company’s common stock to Non-Employee Directors. Under this Plan, each Non-Employee Director shall receive annual compensation in the form of both common stock and Stock Appreciation Rights (“SARs”) equal to $60 each. Awards to a Non-Employee Director vest immediately and must be held for 5 years subsequent to the date of grant or settlement, or one year post-resignation. There were no common shares issued or expense recorded related to the Director’s Plan for the three months ended March 31, 2006 and 2005.

Long-Term Incentive Plan (LTIP)

The 2004 Long-Term Incentive Plan provides for the granting of up to 10,000,000 shares of the Company’s common stock to employees and officers under the Assurant Long Term Incentive Plan (“ALTIP”), Business Value Rights (“BVR”) and CEO Equity Grants Plan.

The ALTIP authorizes the granting of Restricted Stock and SARs, subject to approval by the Compensation Committee, which is made up of members of the Board of Directors. Restricted Stock grants under the ALTIP are made annually and vest pro ratably over a three year period. Unearned compensation, representing the market value of the shares at the date of issuance, is charged to earnings over the vesting period. SARs grants under the ALTIP are also made annually and have a three year cliff vesting period and a five year contractual life. SARs not exercised prior to the end of the contractual life are automatically exercised on that date.

The BVR plan authorizes the granting of SARs, subject to the approval of the Compensation Committee or their designee. SARs grants under this plan are made annually and have a three year cliff vesting period and a three year contractual life, at the end of which the rights are automatically exercised.

The CEO Equity Grants Plan authorizes the granting of Restricted Stock, limited to 100,000 shares per year, subject to the approval of the CEO as authorized by the Compensation Committee. Restricted Stock grants under this plan have variable vesting schedules and grant dates.

All shares awarded under the LTIP vest and are exercised net of taxes at the option of the participants.

Restricted Stock

A summary of the Company’s outstanding Restricted Stock as of March 31, 2006, and the changes during that period is presented below:

	Shares		Weighted-Average Grant-Date Fair Value
Shares outstanding at December 31, 2005	127,601		$	32.86
Grants	2,100			44.64
Vests	(21,270	)		25.90
Forfeitures	(1,761	)		32.24
Shares outstanding at March 31, 2006	106,670		$	34.49

9

Assurant, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Three Months Ended March 31, 2006 and 2005

The compensation expense recorded related to Restricted Stock was $611 and $79 for the three months ended March 31, 2006 and 2005, respectively. The related total income tax benefit recognized was $214 and zero for the three months ended March 31, 2006 and 2005, respectively.

As of March 31, 2006, there was $2,312 of unrecognized compensation cost related to outstanding restricted stock. That cost is expected to be recognized over a weighted-average period of 1.3 years. The total fair value of shares vested during the three months ended March 31, 2006 and 2005 was $551 and $381, respectively.

Stock Appreciation Rights

On April 7, 2005, the company approved an amendment to the Long-Term Incentive Plans. The amendment, which was effective June 30, 2005, amended SARs from rights that paid appreciation to participants in the form of cash to rights that pay appreciation to participants in the form of Company stock.

A summary of the Company’s outstanding SARs as of March 31, 2006, and the changes during that period is presented below:

	SARs		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
SARs outstanding, December 31, 2005	5,981,397		$	27.40
Grants	—			—
Exercises	(187,351	)		22.72
Forfeitures and adjustments	(39,701	)		31.53
SARs outstanding, March 31, 2006	5,754,345		$	27.52	5.37	$	125,036
SARs exercisable at March 31, 2006	3,030,267		$	24.60	5.36	$	74,702

The fair value of each SAR outstanding was estimated on the date of grant using the Black-Scholes option-pricing model. Expected volatilities were based on the median historical stock price volatility of a peer group of insurance companies. The expected term for rights granted under the previous plan that were converted on June 30, 2005 assumed to be the optimal term from the employee’s perspective under the Black-Scholes Model. The expected term for grants made subsequent to the June 30, 2005 conversion was assumed to equal the average of the vesting period of the right and the full contractual term of the right. The risk-free rate for periods within the contractual life of the option was based on the U.S. Treasury yield curve in effect at the time of grant.

There were no SARs awards granted during the three months ended March 31, 2006. The compensation expense recorded related to SARs was $2,951 for the three months ended March 31, 2006, and the related income tax benefit recognized for the same period was $1,033. The total intrinsic value of SARs exercised during the three months ended March 31, 2006 was $4,971.

Executive 401K Plan

During the first three months of 2005, the Company purchased 10,300 treasury shares for $350 via a Rabbi Trust which was allocated to the Assurant Stock fund. Effective September 2005, the Assurant Stock Fund was dissolved and the Company’s stock will no longer be offered to participants of the Executive 401K Plan.

10

Assurant, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Three Months Ended March 31, 2006 and 2005

Employee Stock Purchase Plan

The Company’s Employee Stock Purchase Plan (“ESPP”), authorizes the issuance of up to 5,000,000 shares to employees who are participants in the Plan. The ESPP allows eligible employees to contribute, through payroll deductions, up to 15% of their after-tax compensation in each offering period toward the purchase of Company shares. There are two offering periods during the year (January 1 through June 30 and July 1 through December 31) and shares are purchased at the end of each offering period at 90% of the lower of the closing price of Company’s stock on the first or last day of the offering period. Prior to January 1, 2006, participants’ contribution was limited to a maximum of $6 per offering period. The ESPP was amended in November 2005 to increase the maximum contribution to $7.5 per offering period, or $15 per year.

The ESPP is offered to individuals who are scheduled to work at least 20 hours per week and at least five months per year, have been continuously employed for at least six months by the start of the offering period, are not temporary employees (employed less than 12 months), and have not been on a leave of absence for more than 90 days immediately preceding the offering period. Participants must be employed on the last day of the offering period in order to purchase Company shares under the ESPP. The maximum number of shares that can be purchased each offering period is 5,000 shares.

In January 2006, the Company issued 73,992 shares to employees at a price of $32.59 for the offering period of July 1 through December 31, 2005, relating to the ESPP. In January 2005, the Company issued 71,860 shares at a price of $23.67 for the offering period of July 1 through December 31, 2004, relating to the ESPP.

The compensation expense recorded related to the ESPP was $317 for the three months ended March 31, 2006. Prior to the adoption of FAS 123R, the Company accounted for ESPP in accordance with APB 25 as a non-compensatory plan, and accordingly did not record any compensation expense.

The fair value of each award under the ESPP was estimated at the beginning of each offering period using the Black-Scholes option-pricing model and the assumptions in the following table. Expected volatilities are based on implied volatilities from traded options on the Company’s stock and the historical volatility of the Company’s stock. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

	For awards issued during the three months ended March 31,
	2006		2005
Expected Volatility	21.09	%	15.90	%
Risk Free Interest Rates	3.35	%	1.63	%
Dividend Yield	0.88	%	1.06	%
Expected Life	0.5		0.5

11

Assurant, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Three Months Ended March 31, 2006 and 2005

Pro-Forma Disclosure

The following pro forma net income and net income per share amounts were determined as if the Company had accounted for the ESPP Plan under the fair value method of FAS 123 for the three months ended March 31, 2005. This disclosure is not equivalent to the impact of FAS 123R.

	For the Three Months Ended March 31, 2005
Net income as reported	$	114,398
Add: Stock-based employee compensation expense included in reported net income, net of related tax effects		—
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects		(137	)
Pro forma net income	$	114,261
Earnings per share as reported:
Basic
Diluted	$	0.82
	$	0.82
Pro forma earnings per share:
Basic
Diluted	$	0.82
	$	0.82

6. Stock Repurchase

The following table shows the shares repurchased during the periods indicated:

Period in 2006	Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Program
January	450,200		44.33	450,200
February	416,600		44.49	416,600
March	550,000		46.38	550,000
Total	1,416,800	$	45.17	1,416,800

For the three months ending March 31, 2006, the Company repurchased 1,416,800 shares of the Company’s outstanding common stock at a cost of $64,001 and has $331,378 remaining to purchase shares pursuant to the November 11, 2005 publicly announced repurchase program.

12

Assurant, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Three Months Ended March 31, 2006 and 2005

7. Earnings Per Common Share

The following table presents the weighted average common shares used in calculating basic earnings per common share and those used in calculating diluted earnings per common share for each income category presented below.

	Three months ended March 31,
	2006		2005
	(in thousands except number of shares and per share amounts)
Numerator
Net income before cumulative effect of change in accounting principle	$	160,925	$	114,398
Cumulative effect of change in accounting principle (Note 5)		1,547		—
Net income	$	162,472	$	114,398
Denominator
Weighted average shares outstanding used in basic per share calculations		129,998,426		139,736,533
Incremental common shares from assumed:
SARs		1,901,230		—
Executive 401K plan		—		24,808
Restricted stock		51,958		18,586
ESPP		48,692		53,086
Weighted average shares used in diluted per share calculations		132,000,306		139,833,013
Earnings per share:
Basic
Net income before cumulative effect of change in accounting principle	$	1.24	$	0.82
Cumulative effect of change in accounting principle		0.01		—
Net income	$	1.25	$	0.82
Diluted
Net income before cumulative effect of change in accounting principle	$	1.22	$	0.82
Cumulative effect of change in accounting principle		0.01		—
Net income	$	1.23	$	0.82

Restricted shares totaling 50 and zero were outstanding for the three months ended March 31, 2006 and 2005, respectively, but were anti-dilutive and thus not included in the computation of diluted EPS under the treasury method.

13

Assurant, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Three Months Ended March 31, 2006 and 2005

8. Retirement and Other Employee Benefits

The components of net periodic benefit cost for the Company’s qualified pension benefits plan, nonqualified pension benefits plan and retirement health benefits plan for the three months ended March 31, 2006 and 2005 were as follows:

	Qualified Pension Benefits						Nonqualified Pension Benefits (1)				Retirement Health Benefits
	For the three months ended March 31,						For the three months ended March 31,				For the three months ended March 31,
	2006			2005			2006		2005		2006			2005
Service cost	$	4,900		$	4,485		$	450	$	529	$	700		$	566
Interest cost		5,275			5,051			1,300		1,244		825			778
Expected return on plan assets		(7,025	)		(5,989	)		—		—		(275	)		(146	)
Amortization of prior service cost		775			764			175		175		325			327
Amortization of net loss		2,075			1,639			925		827		—			—
Net periodic benefit cost	$	6,000		$	5,950		$	2,850	$	2,775	$	1,575		$	1,525

⁽¹⁾ The Company’s nonqualified plans are unfunded.

During the first three months of 2006, the Company contributed zero, $1,050 and $375 to the qualified pension benefits plan, nonqualified pension benefits plan and the retirement health benefits plan, respectively. The Company expects to contribute $23,700 to its pension benefit plans and $1,500 to its retirement health benefit plan for the full year 2006.

9. Segment Information

The Company has five reportable segments, which are defined based on the nature of the products and services offered: Assurant Solutions, Assurant Health, Assurant Employee Benefits, Assurant Preneed, and Corporate & Other. Assurant Solutions provides credit insurance, including life, disability and unemployment, debt protection administration services, warranties and extended service contracts, creditor-placed homeowners insurance and manufactured housing homeowners insurance. Assurant Health provides individual, short-term and small group health insurance. Assurant Employee Benefits provides employee and employer paid dental, disability, and life insurance products and related services. Assurant Preneed provides life insurance policies and annuity products that provide benefits to fund pre-arranged funerals. Corporate & Other includes activities of the holding company, financing and interest expenses, net realized gains (losses) on investments, interest income earned from short-term investments held and additional costs associated with excess of loss reinsurance programs reinsured and ceded to certain subsidiaries in London market between 1995 and 1997. Corporate & Other also includes the amortization of deferred gains associated with the sales of Fortis Financial Group and Long-Term Care through reinsurance agreements.

The Company evaluates performance of the operating business segments based on segment income after-tax excluding realized gains (losses) on investments. The Company determines reportable segments in a manner consistent with the way the Company organizes for purposes of making operating decisions and assessing performance.

On June 21, 2005, the Company announced its intention to separate Assurant Solutions into two businesses – Assurant Specialty Property and Assurant Solutions. The Company will begin reporting separate segment financial information in the second quarter of 2006 upon completion of the separation of the underlying product lines. In addition, concurrent with the creation of the new Assurant Solutions and Assurant Specialty Property segments, the Company will realign the PreNeed segment under the new Assurant Solutions segment.

14

Assurant, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Three Months Ended March 31, 2006 and 2005

The following tables summarize selected financial information by segment:

	Three Months Ended March 31, 2006
	Solutions		Health		Employee Benefits		PreNeed		Corporate & Other			Consolidated
Revenues
Net earned premiums and other considerations	$	739,185	$	523,405	$	326,111	$	83,952	$	—		$	1,672,653
Net investment income		58,786		24,001		40,839		55,086		13,850			192,562
Net realized loss on investments		—		—		—		—		(4,452	)		(4,452	)
Amortization of deferred gain on disposal of businesses		—		—		—		—		8,833			8,833
Fees and other income		43,405		9,726		6,832		223		—			60,186
Total revenues		841,376		557,132		373,782		139,261		18,231			1,929,782
Benefits, losses and expenses
Policyholder benefits		221,919		325,401		245,439		96,920		—			889,679
Amortization of deferred acquisition costs and value of business acquired		250,990		7,099		6,080		21,214		—			285,383
Underwriting, general and administrative expenses		221,117		155,613		93,034		10,646		16,639			497,049
Interest expense		—		—		—		—		15,315			15,315
Total benefits, losses and expenses		694,026		488,113		344,553		128,780		31,954			1,687,426
Segment income (loss) before income tax		147,350		69,019		29,229		10,481		(13,723	)		242,356
Income taxes		50,011		23,923		10,044		3,629		(6,176	)		81,431
Segment income (loss) after tax	$	97,339	$	45,096	$	19,185	$	6,852	$	(7,547	)	$	160,925
Cumulative effect of change in accounting principle													1,547
Net income												$	162,472
	As of March 31, 2006
Segment Assets:
Segments assets, excluding goodwill	$	7,783,029	$	1,682,021	$	2,915,089	$	4,458,157	$	7,037,499		$	23,875,795
Goodwill													804,889
Total Assets												$	24,680,684
	Three Months Ended March 31, 2005
	Solutions		Health		Employee Benefits		PreNeed		Corporate & Other			Consolidated
Revenues
Net earned premiums and other considerations	$	615,247	$	549,526	$	345,922	$	121,199	$	—		$	1,631,894
Net investment income		48,165		17,705		37,983		53,012		7,335			164,200
Net realized gains on investments		—		—		—		—		492			492
Amortization of deferred gain on disposal of businesses		—		—		—		—		11,863			11,863
Fees and other income		36,103		10,331		6,189		1,179		103			53,905
Total revenues		699,515		577,562		390,094		175,390		19,793			1,862,354
Benefits, losses and expenses
Policyholder benefits		203,265		345,368		267,738		127,153		—			943,524
Amortization of deferred acquisition costs and value of business acquired		175,079		8,923		4,706		26,737		—			215,445
Underwriting, general and administrative expenses		239,510		147,840		92,311		10,794		20,893			511,348
Interest expense		—		—		—		—		15,314			15,314
Total benefits, losses and expenses		617,854		502,131		364,755		164,684		36,207			1,685,631
Segment income (loss) before income tax		81,661		75,431		25,339		10,706		(16,414	)		176,723
Income taxes		26,891		25,758		8,960		3,750		(3,034	)		62,325
Segment income after tax	$	54,770	$	49,673	$	16,379	$	6,956	$	(13,380	)
Net income												$	114,398
	As of December 31, 2005
Segment Assets:
Segments assets, excluding goodwill	$	8,400,614	$	1,635,289	$	2,930,447	$	4,444,718	$	7,149,521		$	24,560,589
Goodwill													804,864
Total Assets												$	25,365,453

15

Assurant, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Three Months Ended March 31, 2006 and 2005

10. Commitments and Contingencies

In the normal course of business, letters of credit are issued primarily to support reinsurance arrangements. These letters of credit are supported by commitments with financial institutions. The Company had $33,626 of letters of credit outstanding as of March 31, 2006.

The Company is regularly involved in litigation in the ordinary course of business, both as a defendant and as a plaintiff. The Company may from time to time be subject to a variety of legal and regulatory actions relating to the Company’s current and past business operations. While the Company cannot predict the outcome of any pending or future litigation, examination or investigation, and although no assurances can be given, the Company does not believe that any pending matter will have a material adverse effect individually or in the aggregate, on the Company’s financial condition or results of operations.

The Solutions segment is subject to a number of pending actions, primarily in the State of Mississippi, many of which allege that the Company’s credit insurance products were packaged and sold with lenders’ products without buyer consent. The judicial climate in Mississippi is such that the outcome of these cases is extremely unpredictable. The Company has been advised by legal counsel that the Company has meritorious defenses to all claims being asserted against the Company. The Company believes, based on information currently available, that the amounts it has accrued are adequate.

In addition, one of the Company’s subsidiaries, American Reliable Insurance Company (“ARIC”), participated in certain excess of loss reinsurance programs in the London market and, as a result, reinsured certain personal accident, ransom and kidnap insurance risks from 1995 to 1997. ARIC and a foreign affiliate ceded a portion of these risks to retrocessionaires. ARIC ceased reinsuring such business in 1997. However, certain risks continued beyond 1997 due to the nature of the reinsurance contracts written. ARIC and some of the other reinsurers involved in the programs are seeking to avoid certain treaties on various grounds, including material misrepresentation and non-disclosure by the ceding companies and intermediaries involved in the programs. Similarly, some of the retrocessionaires are seeking avoidance of certain treaties with ARIC and the other reinsurers and some reinsureds are seeking collection of disputed balances under some of the treaties. The disputes generally involve multiple layers of reinsurance, and allegations that the reinsurance programs involved interrelated claims “spirals” devised to disproportionately pass claims losses to higher-level reinsurance layers. Many of the companies involved in these programs, including ARIC, are currently involved in negotiations, arbitrations and/or litigation between multiple layers of retrocessionaires, reinsurers, ceding companies and intermediaries, including brokers, in an effort to resolve these disputes.

Many of the disputes involving ARIC and an affiliate, Bankers Insurance Company Limited (BICL), relating to the 1995 and 1997 program years, have been resolved by settlement or arbitration. As a result of the settlements and an arbitration (in which ARIC did not prevail) additional information became available in 2005, and based on management’s best estimate, the Company increased its reserves and recorded a total pre-tax charge of $61,943 for the year ended December 31, 2005. Negotiations, arbitrations and litigation are still ongoing or will be scheduled for the remaining disputes. On February 28, 2006 there was a settlement relating to the 1996 program. Loss accruals previously established relating to the 1996 program were adequate. The Company believes, based on information currently available, that the amounts accrued for currently outstanding disputes are adequate. However, the inherent uncertainty of arbitrations and lawsuits, including the uncertainty of estimating whether any settlements the Company may enter into in the future would be on favorable terms, makes it difficult to predict the outcomes with certainty.

The Company was notified on August 26, 2004 that one of our employees is being investigated by the criminal division of the Internal Revenue Service (“IRS”) for responses he made to questions he was asked by the IRS relating to an approximately $18,000 tax reserve taken by the Company in 1999. Recently, counsel for the employee was notified by the IRS that the matter was closed in February 2006 with no action taken.

16

Assurant, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Three Months Ended March 31, 2006 and 2005

As part of ongoing, industry-wide investigations, the Company has received various subpoenas and requests from the United States Securities and Exchange Commission and the United States Attorney for the Southern District of New York seeking the production of various documents. The areas of inquiry addressed to the Company include “certain loss mitigation products” and documents relating to the use of finite risk insurance. The Company is cooperating fully with these investigations and is complying with these requests.

Based on the Company’s investigation to date into this matter, the Company has concluded that there was a verbal side agreement with respect to one of the Company’s reinsurers under its catastrophic reinsurance program. While management believes that the difference resulting from the appropriate alternative accounting treatment would be immaterial to the Company’s financial position or results of operations, regulators may reach a different conclusion. In 2004 and 2003, premiums ceded to this reinsurer were $2,600 and $1,500, respectively, and losses ceded were $10,000 and $0, respectively. This contract expired in December of 2004 and was not renewed.

The Audit Committee of the Company’s Board of Directors, with the assistance of independent counsel has completed its initial investigation of the matters raised by the subpoenas and continues to respond to inquiries from the regulatory agencies. The Audit Committee has not found any wrongdoing on the part of any current officers of the Company. The Company has enhanced its internal controls regarding reinsurance and these controls are being appropriately monitored to ensure their effectiveness.

11. Subsequent Events

On May 1, 2006, the Company acquired 100% of the common stock of Safeco Financial Institution Solutions, Inc. (“Safeco FIS”). At the time of the acquisition, Safeco FIS was the fourth largest provider of creditor-placed homeowners insurance and direct tracking services for mortgage lenders and servicers nationwide. The Company also entered into a reinsurance agreement with certain Safeco Insurance Companies. Safeco FIS will become part of Assurant Solutions Specialty Property business. The Safeco FIS acquisition will add $140,000 of additional annual premium to the Assurant Solutions Specialty Property business.

17

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

(Dollar amounts in thousands except share data)

Management’s Discussion and Analysis of Financial Condition and Results of Operations addresses the financial condition of Assurant, Inc. and its subsidiaries (which we refer to collectively as Assurant) as of March 31, 2006, compared with December 31, 2005, and our results of operations for the three months ended March 31, 2006 and 2005. This discussion should be read in conjunction with our MD&A and annual audited financial statements as of December 31, 2005 included in our Form 10-K for the year ended December 31, 2005 filed with the U.S. Securities and Exchange Commission and the March 31, 2006 unaudited consolidated financial statements and related notes included elsewhere in this Form 10-Q.

Some of the statements in this MD&A and elsewhere in this report may contain forward-looking statements which reflect our current views with respect to, among other things, future events and financial performance. You can identify these forward-looking statements by the use of forward-looking words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of those words or other comparable words. Any forward-looking statements contained in this report are based upon our historical performance and on current plans, estimates and expectations. The inclusion of this forward-looking information should not be regarded as a representation by us or any other person that the future plans, estimates or expectations contemplated by us will be achieved. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in this report. We believe that these factors include but are not limited to those described under the subsection entitled “Risk Factors” in our 2005 Form 10K. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this report. We undertake no obligation to publicly update or review any forwardlooking statement, whether as a result of new information, future developments or otherwise. If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary materially from what we projected. Any forward-looking statements you read in this report reflect our current views with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, financial condition, growth strategy and liquidity.

Company Overview

Assurant is a premier provider of specialized insurance products and related services in North America and selected international markets. The four business segments — Assurant Solutions; Assurant Health; Assurant Employee Benefits; and Assurant Preneed — have partnered with clients who are leaders in their industries and have built leadership positions in a number of specialty insurance market segments in the U.S. and selected international markets. The Assurant business segments provide creditor-placed homeowners insurance; manufactured housing homeowners insurance; debt protection administration services; credit insurance including life, disability and unemployment; warranties and extended services contracts; individual, short-term and small employer group health insurance; group dental insurance; group disability insurance; group life insurance; and pre-funded funeral insurance.

Critical Factors Affecting Results

Our results depend on the adequacy of our product pricing, underwriting and the accuracy of our methodology for the establishment of reserves for future policyholder benefits and claims, returns on invested assets and our ability to manage our expenses. Therefore, factors affecting these items may have a material adverse effect on our results of operations or financial condition.

18

Critical Accounting Policies and Estimates

Our 2005 Form 10-K described the accounting policies and estimates that are critical to the understanding of our results of operations, financial condition and liquidity. The accounting policies and estimates described in the 2005 Form 10-K were consistently applied to the consolidated interim financial statements for the three months ended March 31, 2006.

Recent Accounting Pronouncements

See – Financial Statement Footnote 3.

19

Assurant Consolidated

Overview

The tables below present information regarding our consolidated results of operations:

	For the Three Months Ended March 31,
	2006			2005
	(in thousands)
Revenues:
Net earned premiums and other considerations	$	1,672,653		$	1,631,894
Net investment income		192,562			164,200
Net realized (losses) gains on investments		(4,452	)		492
Amortization of deferred gain on disposal of businesses		8,833			11,863
Fees and other income		60,186			53,905
Total revenues		1,929,782			1,862,354
Benefits, losses and expenses:
Policyholder benefits		(889,679	)		(943,524	)
Selling, underwriting and general expenses (1)		(782,432	)		(726,793	)
Interest Expense		(15,315	)		(15,314	)
Total benefits, losses and expenses		(1,687,426	)		(1,685,631	)
Income before income tax and cumulative effect of change in accounting principle		242,356			176,723
Income taxes		(81,431	)		(62,325	)
Net Income before cumulative effect of change in accounting principle		160,925			114,398
Cumulative effect of change in accounting principle		1,547			—
Net Income	$	162,472		$	114,398

⁽¹⁾ Includes amortization of DAC and VOBA and underwriting, general and administrative expenses.

For The Three Months Ended March 31, 2006 Compared to The Three Months Ended March 31, 2005.

Net Income

Net income before cumulative effect of change in accounting principle increased by $46,527, or 41%, to $160,925 for the three months March 31, 2006 from $114,398 for the three months ended March 31, 2005. The increase was primarily driven by an increase in our Assurant Specialty Property businesses’ net earned premiums and excellent loss experience in our Specialty Property creditor placed and voluntary homeowners product lines. Our Assurant Solutions consumer protection businesses also contributed with improved underwriting results in our extended service contract and international business. We also benefited from an increase in investment income which included approximately $14,700 (pre-tax) of investment income from a real estate partnership. Lastly, the adoption of FAS 123R on January 1, 2006 reduced our compensation expense related to stock appreciation rights. The $1,547 cumulative effect of change in accounting principle reflects the difference between compensation expense previously recognized, using actual forfeitures, and the compensation expense that would have been recognized using expected forfeitures.

20

Assurant Solutions

Overview

The tables below present information regarding our Assurant Solutions’ segment results of operations:

	For the Three Months Ended March 31,
	2006			2005
	(in thousands)
Revenues:
Net earned premiums and other considerations	$	739,185		$	615,247
Net investment income		58,786			48,165
Fees and other income		43,405			36,103
Total revenues		841,376			699,515
Benefits, losses and expenses:
Policyholder benefits		(221,919	)		(203,265	)
Selling, underwriting and general expenses		(472,107	)		(414,589	)
Total benefits, losses and expenses		(694,026	)		(617,854	)
Segment income before income tax		147,350			81,661
Income taxes		(50,011	)		(26,891	)
Segment income after tax	$	97,339		$	54,770
Net earned premiums and other considerations by major product groupings:
Specialty Property Solutions(1)	$	252,749		$	201,118
Consumer Protection Solutions(2)		486,436			414,129
Total	$	739,185		$	615,247
Gross written premiums for selected product groupings: (3)
Domestic Credit	$	168,927		$	190,718
International Credit	$	161,024		$	162,747
Domestic Extended Service Contracts (4)	$	285,504		$	253,249
International Extended Service Contracts (4)	$	66,256		$	47,570
Specialty Property (1)	$	355,092		$	299,357

⁽¹⁾ “Specialty Property” includes a variety of specialized property insurance programs that are coupled with differentiated administrative capabilities, such as creditor placed and voluntary homeowners, manufactured housing homeowners and other specialty property products.

⁽²⁾ “Consumer Protection” includes an array of credit insurance programs and extended service contracts.

⁽³⁾ Gross written premium does not necessarily translate to an equal amount of subsequent net earned premium since Assurant Solutions reinsures a portion of its premium to insurance subsidiaries of its clients.

⁽⁴⁾ Extended Service Contracts includes warranty contracts for products such as personal computers, consumer electronics and appliances.

For the Three Months Ended March 31, 2006 Compared to the Three Months Ended March 31, 2005.

Net Income

Segment net income increased by $42,569, or 78%, to $97,339 for the three months ended March 31, 2006 from $54,770 for the three months ended March 31, 2005. The increase in segment net income is primarily attributable to an increase in Specialty Property net earned premiums of 26% and excellent loss experience in our creditor placed and voluntary homeowners product lines. Our Consumer Protection businesses also contributed with improved underwriting results in our extended service contract and international businesses. The growth in the businesses has also led to an increase in invested assets from the prior year. This increase, combined with an increase in interest rates and income from a real estate partnership, resulted in a 22% increase in investment income.

21

Total Revenues

Total revenues increased by $141,861 or 20%, to $841,376 for the three months ended March 31, 2006 from $699,515 for the three months ended March 31, 2005. This increase is primarily due to an increase in net earned premiums and other considerations of $123,938. Net earned premiums and other considerations from our Specialty Property businesses increased by $51,631, or 26%, primarily due to an increase in net earned premiums in our creditor placed homeowners insurance business. Net earned premiums and other considerations from our Consumer Protection businesses increased by $72,307, or 17%, primarily due to an increase in net earned premiums in our extended service contract and international businesses, partially offset by the continued decline of our domestic credit insurance business. The increase in revenues was also driven by an increase in net investment income of $10,621. The increase was a result of an increase in the average portfolio yield of 50 basis points to 5.37% for the three months ended March 31, 2006, from 4.87% for the three months ended March 31, 2005, an increase in average invested assets of approximately 11% and approximately $2,500 of investment income from a real estate partnership. The increase in revenues was also driven by a 20% increase in fees and other income of $7,302 primarily due to an increase in fee income from domestic and international extended service contracts.

We experienced growth in most of our core product groupings, with the exception of our domestic credit insurance business and to a lesser extent the international credit business. Gross written premiums in our domestic credit insurance business decreased by $21,791, or 11%, due to the continued decline of this product line. Gross written premiums from our international credit business decreased slightly from prior year. This is primarily due to a change from single premium to monthly premium credit insurance policies written in conjunction with real estate loans in our United Kingdom business. Gross written premiums in our domestic extended service contract business increased by $32,255, or 13%, due to the addition of new clients and growth generated from existing clients. Gross written premiums in our international extended service contract business increased by $18,686, or 39%, primarily due to the continued growth from a Canadian client we signed in 2004. Gross written premiums from our Specialty Property products increased by $55,735, or 19%, primarily due to growth in our creditor placed homeowners insurance business.

Total Benefits, Losses and Expenses

Total benefits, losses and expenses increased by $76,172, or 12%, to $694,026 for the three months ended March 31, 2006 from $617,854 for the three months ended March 31, 2005. This increase was primarily due to an increase in selling, underwriting, and general expenses of $57,518 and an increase in policyholder benefits of $18,654. The increase in policyholder benefits is due to domestic and international growth of our extended service contract business. This was partially offset by excellent loss experience in our creditor placed and voluntary homeowners product lines. Additionally, we were reimbursed approximately $7,800 of loss adjustment expenses from the National Flood Insurance Program for providing processing and adjudication services. This reimbursement reduced policyholder benefits expense. Commissions, taxes, licenses and fees, of which amortization of DAC is a component, increased by $47,766 primarily due to the associated increase in revenues. General expenses increased by $9,752 primarily due to increases directly related to business growth.

22

Assurant Health

Overview

The tables below present information regarding our Assurant Health’s segment results of operations:

	For the Three Months Ended March 31,
	2006			2005
	(in thousands)
Revenues:
Net earned premiums and other considerations	$	523,405		$	549,526
Net investment income		24,001			17,705
Fees and other income		9,726			10,331
Total revenues		557,132			577,562
Benefits, losses and expenses:
Policyholder benefits		(325,401	)		(345,368	)
Selling, underwriting and general expenses		(162,712	)		(156,763	)
Total benefits, losses and expenses		(488,113	)		(502,131	)
Segment income before income tax		69,019			75,431
Income taxes		(23,923	)		(25,758	)
Segment income after tax	$	45,096		$	49,673
Net earned premiums and other considerations:
Individual markets:
Individual medical	$	297,338		$	287,312
Short term medical		25,001			25,876
Subtotal		322,339			313,188
Small employer group:		201,066			236,338
Total	$	523,405		$	549,526
Membership by product line:
Individual markets:
Individual medical		636			671
Short term medical		100			116
Subtotal		736			787
Small employer group:		239			308
Total		975			1,095
Ratios:
Loss ratio (1)		62.2	%		62.8	%
Expense ratio (2)		30.5	%		28.0	%
Combined ratio (3)		91.6	%		89.7	%

⁽¹⁾ The loss ratio is equal to policyholder benefits divided by net earned premiums and other considerations.

⁽²⁾ The expense ratio is equal to selling, underwriting and general expenses divided by net earned premiums and other considerations and fees and other income.

⁽³⁾ The combined ratio is equal to total benefits, losses and expenses divided by net earned premiums and other considerations and fees and other income.

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For the Three Months Ended March 31, 2006 Compared to the Three Months Ended March 31, 2005.

Net Income

Segment net income decreased by $4,577, or 9%, to $45,096 for the three months ended March 31, 2006 from $49,673 for the three months ended March 31, 2005. The decrease in segment income was primarily attributable to an overall decline in membership due to continued increased competition and our strict adherence to underwriting guidelines, as well as an increase in expenses due to increased spending on initiatives aimed at growing the individual markets business. The decrease in net income was partially offset by an increase in investment income from a real estate partnership.

Total Revenues

Total revenues decreased by $20,430, or 4%, to $557,132 for the three months ended March 31, 2006 from $577,562 for the three months ended March 31, 2005. Net earned premiums and other considerations from our individual markets business increased by $9,150, or 3%, primarily due to premium rate increases, partially offset by a decline in members. Net earned premiums and other considerations from our small employer group business decreased by $35,272, or 15%, due to a decline in members, partially offset by premium rate increases. Both individual markets and the small employer group business continue to experience decreases in new business due to increased competition in their respective markets and our strict adherence to underwriting guidelines. In addition, net investment income increased by $6,296 primarily due to approximately $7,400 of investment income from a real estate partnership.

Total Benefits, Losses and Expenses

Total benefits, losses and expenses decreased by $14,018, or 3%, to $488,113 for the three months ended March 31, 2006 from $502,131 for the three months ended March 31, 2005. Policyholder benefits decreased by $19,967, or 6%, and the benefit loss ratio decreased by 60 basis points, from 62.8% to 62.2%. The modest improvement in the benefit loss ratio was due primarily to favorable claims experience in the small employer group business. Selling, underwriting and general expenses increased by $5,949, or 4%. The expense ratio increased by 250 basis points, from 28.0% to 30.5%. The increase in the expense ratio was primarily due to increased spending on initiatives aimed at growing the individual markets business, partially offset by decreased commission expense due to a decline in first year business in both individual markets and small employer group business.

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Assurant Employee Benefits

Overview

The tables below present information regarding our Assurant Employee Benefits’ segment results of operations:

	For the Three Months Ended March 31,
	2006			2005
	(in thousands)
Revenues:
Net earned premiums and other considerations	$	326,111		$	345,922
Net investment income		40,839			37,983
Fees and other income		6,832			6,189
Total revenues		373,782			390,094
Benefits, losses and expenses:
Policyholder benefits		(245,439	)		(267,738	)
Selling, underwriting and general expenses		(99,114	)		(97,017	)
Total benefits, losses and expenses		(344,553	)		(364,755	)
Segment income before income tax		29,229			25,339
Income taxes		(10,044	)		(8,960	)
Segment income after tax	$	19,185		$	16,379
Ratios:
Loss ratio (1)		75.3	%		77.4	%
Expense ratio (2)		29.8	%		27.6	%
Net earned premiums and other considerations
By major product grouping:
Group dental	$	111,393		$	128,242
Group disability single premiums for closed blocks (3)		33,920			26,700
All Other group disability		121,586			124,777
Group life		59,212			66,203
Total	$	326,111		$	345,922

⁽¹⁾ The loss ratio is equal to policyholder benefits divided by net earned premiums and other considerations.

⁽²⁾ The expense ratio is equal to selling, underwriting and general expenses divided by net earned premiums and other considerations and fees and other income.

⁽³⁾ This represents single premium on closed blocks of group disability business.

For the Three Months Ended March 31, 2006 Compared to the Three Months Ended March 31, 2005.

Net Income

Segment net income increased by $2,806, or 17%, to $19,185 for the three months ended March 31, 2006 from $16,379 for the three months ended March 31, 2005. The increase in segment income was primarily driven by improved group disability claim closures, improved experience in our Disability Risk Management Services (DRMS) distribution channel and improved group dental experience. The improvement in loss ratios is partially offset by the decrease in revenues.

Total Revenues

Total revenues decreased by $16,312, or 4%, to $373,782 for the three months ended March 31, 2006 from $390,094 for the three months ended March 31, 2005. Net earned premiums and other considerations decreased $19,811, or 6%, from the prior year, primarily due to lower persistency and decreased sales as we increase our focus to support the business’ small case strategy. The decrease in revenues was partially offset by an increase in investment income of $2,856, or 8%. This was due to an increase in the average portfolio yield of 35 basis points to 6.47% for the three months ended March 31, 2006, from 6.12% for the three months ended March 31, 2005 and an increase in average invested assets of 2%.

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Total Benefits, Losses and Expenses

Total benefits, losses and expenses decreased by $20,202, or 6%, to $344,553 for the three months ended March 31, 2006 from $364,755 for the three months ended March 31, 2005. The loss ratio decreased 210 basis points, from 77.4% to 75.3%, primarily due to improved group disability claim closures, improved experience in our DRMS channel and improved group dental experience. The expense ratio increased 220 basis points, from 27.6% to 29.8%. The increase in the expense ratio is due to an increase in selling, underwriting and general expenses of $2,097, or 2%. In the prior year, we had a non-recurring reduction in short-term incentive compensation expenses. Excluding the prior year non-recurring reduction, selling, underwriting and general expenses have decreased primarily due to more effective expense management.

Assurant PreNeed

Overview

The tables below present information regarding our Assurant PreNeed’s segment results of operations:

	For the Three Months Ended March 31,
	2006			2005
	(in thousands)
Revenues:
Net earned premiums and other considerations	$	83,952		$	121,199
Net investment income		55,086			53,012
Fees and other income		223			1,179
Total revenues		139,261			175,390
Benefits, losses and expenses:
Policyholder benefits		(96,920	)		(127,153	)
Selling, underwriting and general expenses		(31,860	)		(37,531	)
Total benefits, losses and expenses		(128,780	)		(164,684	)
Segment income before income tax		10,481			10,706
Income taxes		(3,629	)		(3,750	)
Segment income after tax	$	6,852		$	6,956
Net earned premiums and other considerations by channel
AMLIC (1)	$	60,248		$	64,589
Independent-United States		15,953			50,859
Independent-Canada		7,751			5,751
Total	$	83,952		$	121,199

⁽¹⁾ American Memorial Life Insurance Company

For the Three Months Ended March 31, 2006 Compared to the Three Months Ended March 31, 2005.

Net Income

Segment net income decreased by $104, or 1%, to $6,852 for the three months ended March 31, 2006 from $6,956 for the three months ended March 31, 2005. This decrease was primarily due to an increase in the Consumer Price Index (“CPI”) which increased policyholder benefits and decreased the value of our CPI cap. The decrease is partially offset by an increase in investment income.

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Total Revenues

Total revenues decreased by $36,129, or 21%, to $139,261 for the three months ended March 31, 2006 from $175,390 for the three months ended March 31, 2005. Net earned premiums and other considerations decreased by $37,247, or 31%, primarily due to a reduction in the Independent—United States channel net earned premiums and other considerations of $34,906 related to the sale of the Independent – United States channel distribution in November 2005. The AMLIC channel net earned premiums declined by $4,341 as a result of changes made by SCI in prior years to their sales force structure. The Canada channel net earned premiums increased by $2,000 due to the expansion into Quebec and growth in sales through corporate owned funeral homes. In addition, fees and other income decreased primarily due to a decrease in the value of our CPI Cap. The overall decrease in revenues was partially offset by an increase in investment income of $2,074.

Total Benefits, Losses and Expenses

Total benefits, losses and expenses decreased by $35,904, or 22%, to $128,780 for the three months ended March 31, 2006 from $164,684 for the three months ended March 31, 2005. Policyholder benefits decreased by $30,233, or 24% primarily due to the sale of the Independent - United States channel distribution in November 2005. These decreases were partially offset by higher crediting paid on CPI indexed products. Selling, underwriting and general expenses decreased by $5,671 primarily due to lower expenses due to the sale of the Independent – United States channel distribution.

Assurant Corporate & Other

Overview

The Corporate & Other segment includes activities of the holding company, financing expenses, net realized gains (losses) on investments, interest income earned from short-term investments held and interest income from excess surplus of insurance subsidiaries not allocated to other segments. The Corporate & Other segment also includes the amortization of deferred gains associated with the sales of the Fortis Financial Group (FFG) and Long Term Care (LTC) businesses.

The tables below present information regarding Corporate & Other’s segment results of operations:

	For the Three Months Ended March 31,
	2006			2005
	(in thousands)
Revenues:
Net investment income	$	13,850		$	7,335
Net realized (losses) gains on investments		(4,452	)		492
Amortization of deferred gain on disposal of businesses		8,833			11,863
Fees and other income		—			103
Total revenues		18,231			19,793
Benefits, losses and expenses:
Selling, underwriting and general expenses		(16,639	)		(20,893	)
Interest expense		(15,315	)		(15,314	)
Total benefits, losses and expenses		(31,954	)		(36,207	)
Segment loss before income tax		(13,723	)		(16,414	)
Income taxes		6,176			3,034
Segment loss after tax	$	(7,547	)	$	(13,380	)

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For the Three Months Ended March 31, 2006 Compared to the Three Months Ended March 31, 2005.

Net Loss

Segment net loss improved by $5,833, or 44%, to ($7,547) for the three months ended March 31, 2006 from ($13,380) for the three months ended March 31, 2005. The improvement was primarily due to additional investment income from a real estate partnership and a reduction in stock appreciation rights (SARs) expense related to the adoption of FAS 123R on January 1, 2006. These improvements were partially offset by additional realized losses on fixed income securities, as a result of rising interest rates and declining fixed maturity investment values.

Total Revenues

Total revenues decreased by $1,562, or 8%, to $18,231 for the three months ended March 31, 2006 from $19,793 for the three months ended March 31, 2005. Revenues declined mainly due to an increase in realized losses on investments and a decrease in the amortization of deferred gain on disposal of businesses. The amortization of deferred gain on disposal of businesses continues to decline in correlation with the runoff of the businesses sold. These declines were partially offset by an increase of $6,515 in investment income. This increase was primarily due to approximately $4,900 of investment income from a real estate partnership.

Total Benefits, Losses and Expenses

Total benefits, losses and expenses decreased by $4,253, or 12%, to $31,954 for the three months ended March 31, 2006 from $36,207 for the three months ended March 31, 2005. This decline was primarily due to a decrease in SARs expense of approximately $7,800 due to the adoption of FAS 123R.

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Investments

The following table shows the carrying value of our investments by type of security as of the dates indicated:

	As of March 31, 2006				As of December 31, 2005
	(in thousands)
Fixed maturities	$	8,847,534	76	%	$	8,961,778	75	%
Equity securities		746,031	6			693,101	6
Commercial mortgage loans on real estate		1,234,185	10			1,212,006	10
Policy loans		60,044	1			61,043	1
Short-term investments		262,182	2			427,474	3
Other investments		555,761	5			549,759	5
Total investments (excluding collateral held under securities lending)	$	11,705,737	100	%	$	11,905,161	100	%

Of our fixed maturity securities shown above, 67% and 66% (based on total fair value) were invested in securities rated “A” or better as of March 31, 2006 and December 31, 2005, respectively.

The following table provides the cumulative net unrealized gains (pre-tax) on fixed maturity securities and equity securities as of the dates indicated:

	As of March 31, 2006		As of December 31, 2005
	(in thousands)
Fixed maturities:
Amortized cost	$	8,772,170	$	8,668,595
Net unrealized gains		75,364		293,183
Fair value	$	8,847,534	$	8,961,778
Equities:
Cost	$	744,632	$	694,977
Net unrealized gains/(loss)		1,399		(1,876	)
Fair value	$	746,031	$	693,101

Net unrealized gains on fixed maturity securities decreased by $217,819, or 74%, from December 31, 2005 to March 31, 2006. The decrease in net unrealized gains on fixed maturities was primarily due to a 46 basis point increase in the 10 year treasury yields.

Net unrealized gains on equity securities increased by $3,275, or 175%, from December 31, 2005 to March 31, 2006. The increase in net unrealized gains on equity securities was primarily due to a 1% increase in the market value of preferred securities from December 31, 2005 to March 31, 2006 in the Merrill Lynch Preferred Stock Hybrid Securities Index.

Net investment income increased by $28,362, or 17%, to $192,562 for the three months ended March 31, 2006 from $164,200 for the three months ended March 31, 2005. The increase was primarily due to an increase in investment income from a real estate partnership of approximately $14,700, an increase in invested assets, an increase in the short-term rate and investment yields. The average portfolio yield increased by 71 basis points to 6.22% for the three months ended March 31, 2006, from 5.51% for the three months ended March 31, 2005. The average invested assets increased by approximately 3% for the same periods year over year.

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The investment category of the Company’s gross unrealized losses on fixed maturities and equity securities at March 31, 2006 and the length of time the securities have been in an unrealized loss position were as follows (in thousands):

	Less than 12 months					12 Months or More					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
Fixed maturities
Bonds	$	432,033	$	(131,915	)	$	35,202	$	(7,053	)	$	467,235	$	(138,968	)
Equity securities
Common Stock	$	65	$	(46	)	$	—	$	—		$	65	$	(46	)
Non-redeemable preferred stocks		421,934		(11,972	)		34,380		(1,870	)		456,314		(13,842	)
Total equity securities	$	421,999	$	(12,018	)	$	34,380	$	(1,870	)	$	456,379	$	(13,888	)

The total unrealized loss represents less than 17% of the aggregate fair value of the related securities. Approximately 94% of these unrealized losses have been in a continuous loss position for less than twelve months. The total unrealized losses are comprised of 1,541 individual securities with 85% of the individual securities having an unrealized loss of less than $200. The total unrealized losses on securities that were in a continuous unrealized loss position for greater than six months but less than 12 months were approximately $2,331, with no security with a fair value greater than $1,000 having a market value below 90% of book value.

As part of our ongoing monitoring process, we regularly review our investment portfolio to ensure that investments that may be other-than-temporarily impaired are identified on a timely basis and that any impairment is charged against earnings in the proper period. We have reviewed these securities and did not record any additional other than temporary impairments for the three months ended March 31, 2006 and 2005, respectively. Due to issuers’ continued satisfaction of the securities’ obligations in accordance with their contractual terms and their continued expectations to do so, as well as our evaluation of the fundamentals of the issuers’ financial condition, we believe that the prices of the securities in an unrealized loss position as of March 31, 2006 in the sectors discussed above were temporarily depressed primarily as a result of the prevailing level of interest rates at the time the securities were purchased. We have the intent and ability to hold these securities until the date of recovery.

Liquidity and Capital Resources

Assurant, Inc. is a holding company, and as such, has limited direct operations of its own. Our holding company assets consist primarily of the capital stock of our subsidiaries. Accordingly, our future cash flows depend upon the availability of dividends and other statutorily permissible payments from our subsidiaries, such as payments under our tax allocation agreement and under management agreements with our subsidiaries. The ability to pay such dividends and to make such other payments will be limited by applicable laws and regulations of the states in which our subsidiaries are domiciled, which subject our subsidiaries to significant regulatory restrictions. The dividend requirements and regulations vary from state to state and by type of insurance provided by the applicable subsidiary. These laws and regulations require, among other things, our insurance subsidiaries to maintain minimum solvency requirements and limit the amount of dividends these subsidiaries can pay to the holding company. Solvency regulations, capital requirements and rating agencies are some of the factors used in determining the amount of capital used for dividends. For 2006, the maximum amount of distributions our subsidiaries could pay, under applicable laws and regulations without prior regulatory approval for our statutory subsidiaries, is approximately $292,300.

Dividends paid by our subsidiaries were zero and $530,094 for the three months ended March 31, 2006 and for the year ended December 31, 2005, respectively. We use these cash inflows primarily to pay expenses, to make interest payments on indebtedness, to make dividend payments to our stockholders, and to repurchase our outstanding shares.

30

The primary sources of funds for our subsidiaries consist of premiums and fees collected, the proceeds from the sales and maturity of investments and investment income. Cash is primarily used to pay insurance claims, agent commissions, operating expenses and taxes. We generally invest our subsidiaries’ excess funds in order to generate income.

We conduct periodic asset liability studies to measure the duration of our insurance liabilities, to develop optimal asset portfolio maturity structures for our significant lines of business and ultimately to assess that cash flows are sufficient to meet the timing of cash needs. These studies are conducted in accordance with formal company-wide Asset Liability Management (“ALM”) guidelines.

To complete a study for a particular line of business, models are developed to project asset and liability cash flows and balance sheet items under a large, varied set of plausible economic scenarios. These models consider many factors including the current investment portfolio, the required capital for the related assets and liabilities, our tax position and projected cash flows from both existing and projected new business.

Alternative asset portfolio structures are analyzed for significant lines of business. An investment portfolio maturity structure is then selected from these profiles given our return hurdle and risk preference. Sensitivity testing of significant liability assumptions and new business projections is also performed.

Given our ALM asset allocation processes and the nature of the products we offer, we have minimal exposure to disintermediation risk. Our liabilities have limited policyholder optionality which results in policyholder behavior that is mainly insensitive to the interest rate environment. In addition, our investment portfolio is largely comprised of highly liquid fixed income securities with a sufficient component of such securities invested that are near maturity which may be sold with minimal risk of loss to meet cash needs.

Generally, our subsidiaries’ premiums, fees and investment income, along with planned asset sales and maturities, provide sufficient cash to pay claims and expenses. However, there are instances where unexpected cash needs arise in excess of that available from usual operating sources. In such instances, we have several options to raise needed funds including selling assets from the subsidiaries’ investment portfolios, using holding company cash (if available), issuing commercial paper and drawing funds from our revolving credit facility. We consider the permanence of the cash need as well as the cost of each source of funds in determining which option to utilize.

We paid dividends of $0.08 per common share on March 7, 2006 to stockholders of record as of February 21, 2006. Any determination to pay future dividends will be at the discretion of our Board of Directors and will be dependent upon: our subsidiaries’ payment of dividends and/or other statutorily permissible payments to us; our results of operations and cash flows; our financial position and capital requirements; general business conditions; any legal, tax, regulatory and contractual restrictions on the payment of dividends; and any other factors our board of directors deems relevant.

We sponsor a pension and a retirement health benefit plan covering our employees who meet specified eligibility requirements. The reported expense and liability associated with these plans requires an extensive use of assumptions which include the discount rate, expected return on plan assets and rate of future compensation increases. We determine these assumptions based upon currently available market and industry data, historical performance of the plan and its assets, and consultation with an independent consulting actuarial firm to aid us in selecting appropriate assumptions and valuing our related liabilities. The actuarial assumptions used in the calculation of our aggregate projected benefit obligation may vary and include an expectation of long-term market appreciation in equity markets which is not changed by minor short-term market fluctuations, but does change when large interim deviations occur. The assumptions we use may differ materially from actual results due to changing market and economic conditions, higher or lower withdrawal rates or longer or shorter life spans of the participants.

Our qualified pension plan was under-funded by $40,612 at December 31, 2005. We established a funding policy in which service cost plus 15% of plan deficit will be contributed annually. During the first three months of 2006, we contributed zero, $1,050 and $375 to the qualified pension benefits plan, nonqualified pension benefits plan and the retirement health benefits plan, respectively. We expect to contribute $23,700 to the pension benefit plans and $1,500 to the retirement health benefit plan for the full year 2006.

31

        The Company maintains a $500,000 commercial paper program, which is available for working capital and other general corporate purposes. Our commercial paper program is rated AMB-2, by AM Best, P-2 by Moody’s and A2 by S&P. Our subsidiaries do not maintain commercial paper or other borrowing facilities at their level. This program is backed up by a $500,000 senior revolving credit facility with a syndicate of banks arranged by J.P. Morgan Securities, Inc. (successor by merger to Banc One Capital Markets, Inc.) and Citigroup Global Market, Inc., which was established on January 30, 2004. In April 2005, we amended and restated our $500,000 senior revolving credit facility with a syndicate of banks arranged by Citibank and JP Morgan Chase Bank. The amended and restated credit facility is unsecured and is available until April 2010, so long as the Company is in compliance with all the covenants. This facility is also available for general corporate purposes, but to the extent used thereto, would be unavailable to back up the commercial paper program.

On February 7, 2006, the Company used $20,000 from the commercial paper program for general corporate purposes, which was repaid on February 14, 2006. There were no amounts relating to the commercial paper program outstanding at March 31, 2006. We did not use the revolving credit facility during the three months ended March 31, 2006 and no amounts are outstanding.

The revolving credit facility contains restrictive covenants. The terms of the revolving credit facility also require that we maintain certain specified minimum ratios or thresholds. We are in compliance with all covenants and we maintain all specified minimum ratios and thresholds.

On February 18, 2004, we issued two series of senior notes in an aggregate principal amount of $975,000. The first series is $500,000 in principal amount, bears interest at 5.625% per year and is payable in a single installment due February 15, 2014. The second series is $475,000 in principal amount, bears interest at 6.750% per year and is payable in a single installment due February 15, 2034. Our senior notes are rated bbb by A.M. Best, Baa1 by Moody’s and BBB+ by S&P.

Interest on our senior notes is payable semi-annually on February 15 and August 15 of each year. The senior notes are our unsecured obligations and rank equally with all of our other senior unsecured indebtedness. The senior notes are not redeemable prior to maturity.

In management’s opinion, our subsidiaries’ cash flow from operations together with our income and gains from our investment portfolio will provide sufficient liquidity to meet our needs in the ordinary course of business.

Cash Flows

We monitor cash flows at both the consolidated and subsidiary levels. Cash flow forecasts at the consolidated and subsidiary levels are provided on a monthly basis, and we use trend and variance analyses to project future cash needs.

The table below shows our recent net cash flows:

	For The Three Months Ended March 31,
	2006			2005
	(in thousands)
Net cash provided by (used in):
Operating activities	$	(97,699	)	$	76,703
Investing activities		30,081			(441,003	)
Financing activities		(137,246	)		32,252
Net change in cash	$	(204,864	)	$	(332,048	)

The key changes of the net cash outflow of $204,864 for the three months ended March 31, 2006 were net purchases of fixed maturity securities of $315,915 and a decrease of $252,549 in accounts payable, offset by maturities of fixed maturity securities of $173,480 and change in short term investments of $165,280.

The key changes of the net cash outflow of $332,048 for the three months ended March 31, 2005 were net purchases of fixed maturity securities of $401,038, maturities of fixed maturity securities of $202,215, and change in short term investments of $138,747.

The table below shows our cash outflows for distributions and dividends for the periods indicated:

	For the Three Months Ended March 31,
Security	2006		2005
	(in thousands)
Mandatorily redeemable preferred stock dividends and interest paid	$	31,094	$	30,341
Common Stock dividends		10,409		9,795
Total	$	41,503	$	40,136

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Letters of Credit

In the normal course of business, letters of credit are issued to support reinsurance arrangements and other corporate initiatives. These letters of credit are supported by commitments with financial institutions. We had $33,626 and $65,607 of letters of credit outstanding as of March 31, 2006 and December 31, 2005, respectively.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Our 2005 Form 10-K described our Quantitative and Qualitative Disclosures About Market Risk. There were no material changes to the assumptions or risks during the three months ended March 31, 2006.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the company’s disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act of 1934, as of March 31, 2006. This included an evaluation of disclosure controls and procedures applicable to the period covered by and existing through the filing of this periodic report. Based on that review, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective to provide reasonable assurance that information the Company is required to disclose in its reports under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported accurately.

Internal Controls over Financial Reporting

No material weaknesses were identified at March 31, 2006. During the quarter ending March 31, 2006, we have made no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II

OTHER INFORMATION

Item 1. Legal Proceedings.

As previously disclosed in our 2005 Form 10K, we were notified on August 26, 2004 that one of our employees was being investigated by the criminal division of the Internal Revenue Service (“IRS”) for responses he made to questions he was asked by the IRS relating to an approximately $18,000 tax reserve taken by us in 1999. Recently, counsel for the employee was notified by the IRS that the matter was closed in February 2006 with no action taken.

Also as disclosed in our 2005 Form 10K, as part of ongoing, industry-wide investigations, we have received various subpoenas and requests from the United States Securities Exchange Commission and the U.S. Attorney for the Southern District of New York seeking the production of various documents in connection with various investigations into certain loss mitigation products and the use of finite reinsurance. We are cooperating fully with these investigations and are complying with these requests.

Item 1A – Risk Factors.

Our 2005 Form 10-K described our Risk Factors. There have been no material changes to the Risk Factors during the three months ended March 31, 2006.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Programs (1)	Maximum Approximate Dollar Value that may yet be used to Purchase Shares under the Programs (1)
January 1, 2006 – January 31, 2006	450,200		44.33	450,200	$	375,784
February 1, 2006 – February 28, 2006	416,600		44.49	416,600		357,249
March 1, 2006 – March 31, 2006	550,000		46.38	550,000		331,378
Total	1,416,800	$	45.17	1,416,800

¹ Shares purchased pursuant to the November 11, 2005 publicly announced repurchase program.

Item 5. Other Information.

In our Annual Proxy Statement, filed on April 13, 2006 (the “Proxy Statement”), in the section entitled “COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION—Compensation of Chief Executive Officer”, on p. 25 we reported that on April 30, 2006, 4,042 shares of Mr. Clayton’s restricted stock, awarded prior to 2006, would vest on a pro-rata basis. In fact, 5,829 shares of Mr. Clayton’s restricted stock, awarded prior to 2006, vested on April 30 and were issued to him on May 1. The discrepancy resulted from a calculation error relating to the pro-rata vesting of restricted stock upon retirement, as provided for in the Assurant Long Term Incentive Plan.

Additionally, in the section entitled “COMPENSATION OF NAMED EXECUTIVE OFFICERS—Option/SAR Grants in Last Fiscal Year” on p. 14 of the Proxy Statement, the columns in the “Option/SAR Grants Table” entitled “Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term” listed only the amount of realizable value in year five (not the aggregate potential realizable value over five years). The data in the rest of the table is accurate. The revised “Option/SAR Grants Table” below contains the correct calculations in the columns entitled “Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term”.

34

Option/SAR Grants in Last Fiscal Year

The table below sets forth individual grants of stock options and freestanding Stock Appreciation Rights (“SARs” or “rights”) (including options and SARs that subsequently have been transferred) made during the fiscal year ended December 31, 2005 to each of the named executive officers of Assurant.

Option/SAR Grants Table

	Individual Grants						Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term
Name	Number of Securities Underlying Options/SARs Granted (#) (1)		Percentage of Total Options/SARs Granted to Employees in Fiscal Year	Exercise of Base Price ($/Sh)		Expiration Date	5% ($)		10% ($)
J. Kerry Clayton	150,653		10.55%	$	35.64	06/30/2010	$	1,483,431	$	3,277,995
Robert Pollock	88,659		6.21%	$	35.64	06/30/2010	$	872,996	$	1,929,094
Philip Bruce	51,889		3.63%	$	35.64	06/30/2010	$	510,934	$	1,129,031
Camacho	7,000	(2)	0.49%	$	38.08	08/12/2010	$	73,646	$	162,738
Lesley Silvester	47,757		3.34%	$	35.64	06/30/2010	$	470,248	$	1,039,124
Donald Hamm	39,914		2.8%	$	35.64	06/30/2010	$	393,020	$	868,472

⁽¹⁾ SARs granted under the ALTIP become exercisable as of December 31 of the second calendar year following the calendar year in which the award was granted, and are subject to accelerated vesting pursuant to the terms of the ALTIP.

⁽²⁾ This additional grant was made to Mr. Camacho in connection with his promotion to Executive Vice President and Chief Financial Officer in July 2005.

Item 6. Exhibits.

The following exhibits either (a) are filed with this report or (b) have previously been filed with the SEC and are incorporated herein by reference to those prior filings. Exhibits are available upon request at the investor relations section of our website at www.assurant.com.

Exhibit Number	Exhibit Description
10.1	Amended and Restated Revolving Credit Agreement.
31.1	Rule 13a-15(f)/15d-15(f) Certification of Principal Executive Officer.
31.2	Rule 13a-15(f)/15d-15(f) Certification of Principal Financial Officer.
32.1	Certification of Chief Executive Officer of Assurant, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer of Assurant, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

35

SIGNATURES

Pursuant to the requirements the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ASSURANT, INC.
Date: May 10, 2006	By:	/s/ Robert B. Pollock
		Name:	Robert B. Pollock
		Title:	President and Chief Executive Officer
Date: May 10, 2006	By:	/s/ P. Bruce Camacho
		Name:	P. Bruce Camacho
		Title:	Executive Vice President and Chief Financial Officer

36

EX-10.1

Exhibit 10.1

EXECUTION COPY

AMENDMENT NO. 2

AMENDMENT NO. 2 dated as of April 17, 2006 between ASSURANT, INC. (d/b/a Assurant Group), the Lenders executing this Amendment No. 2 on the signature pages hereto and JPMORGAN CHASE BANK, N.A., in its capacity as Administrative Agent under the Credit Agreement referred to below.

Assurant, Inc., the lenders party thereto (including the Lenders executing this Amendment No. 2 on the signature pages hereto) and JPMorgan Chase Bank, N.A., as Administrative Agent, are parties to a First Amended and Restated Credit Agreement dated as of April 29, 2005 (as amended by Amendment No. 1 dated as of August 10, 2005 and as modified and supplemented and in effect from time to time, the “Credit Agreement”), providing, subject to the terms and conditions thereof, for extensions of credit to be made by said lenders to the Borrower in an aggregate principal amount not exceeding $500,000,000 (subject to any increases effected pursuant to Section 2.9 of the Credit Agreement).

The Borrower and the Lenders party hereto wish now to amend the Credit Agreement in certain respects, and accordingly, the parties hereto hereby agree as follows:

Section 1. Definitions. Except as otherwise defined in this Amendment No. 2, terms defined in the Credit Agreement are used herein as defined therein.

Section 2. Amendments. Subject to the satisfaction of the conditions precedent specified in Section 4 below, but effective as of the date hereof, the Credit Agreement shall be amended as follows:

2.01. References Generally. References in the Credit Agreement (including references to the Credit Agreement as amended hereby) to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein” and “hereof”) shall be deemed to be references to the Credit Agreement as amended hereby.

2.02. Definitions. Section 1.1 of the Credit Agreement shall be amended by adding the following new definitions (to the extent not already included in said Section 1.1) and inserting the same in the appropriate alphabetical locations and amending the following definitions (to the extent already included in said Section 1.1) to read in their entirety as follows:

“Consolidated Total Debt” means, in respect of the Borrower and its Subsidiaries on a consolidated basis, as at any date of determination, the aggregate stated balance sheet amount of all Indebtedness, determined on a consolidated basis in accordance with GAAP, but excluding (i) Indebtedness constituting letters of credit issued for insurance regulatory purposes and for which adequate insurance reserves or other appropriate provisions consistent with Borrower’s past practice have been made therefor and (ii) Non-Recourse Indebtedness.

Amendment No. 2

“Indebtedness” as applied to any Person, means (i) all indebtedness for borrowed money, (ii) that portion of obligations with respect to Capital Leases that is properly classified as a liability on a balance sheet in conformity with GAAP, (iii) notes payable and drafts accepted representing extensions of credit whether or not representing obligations for borrowed money, (iv) any obligation owed for all or any part of the deferred purchase price of property or services (excluding any such obligations incurred under ERISA), which purchase price is (a) due more than six months from the date of incurrence of the obligation in respect thereof or (b) evidenced by a note or similar written instrument, (v) all indebtedness secured by any Lien on any property or asset owned or held by that Person regardless of whether the indebtedness secured thereby shall have been assumed by that Person or is nonrecourse to the credit of that Person, (vi) the face amount of any letter of credit issued for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings; (vii) the direct or indirect guaranty, endorsement (otherwise than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of the obligation of another of the type described in clauses (i) through (vi) above and clauses (x) and (xi) below; (viii) any obligation of such Person the primary purpose or intent of which is to provide assurance to an obligee that the obligation of the obligor thereof will be paid or discharged, or any agreement relating thereto will be complied with, or the holders thereof will be protected (in whole or in part) against loss in respect thereof (other than customary and reasonable, unmatured and unpaid indemnity obligations with respect to the Contractual Obligations of the Borrower or a wholly-owned Subsidiary); (ix) any liability of such Person for an obligation of another through any agreement (contingent or otherwise) (a) to purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or discharge of such obligation (whether in the form of loans, advances, stock purchases, capital contributions or otherwise) or (b) to maintain the solvency or any balance sheet item, level of income or financial condition of another if, in the case of any agreement described under subclause (a) or (b) of this clause (ix), the primary purpose or intent thereof is as described in clause (viii) above; (x) all obligations of such Person in respect of any Interest Rate Agreement and Currency Agreement; and (xi) all obligations of such Person in respect of any Hybrid Securities and Disqualified Capital Stock, provided that, in the case of this clause (xi), only the amount of those obligations that exceed 15% of Consolidated Capitalization at the time of determination shall be included as Indebtedness. Notwithstanding the foregoing, and for the avoidance of doubt, “Indebtedness” shall not include (a) any liability for collateral held by the Borrower and/or its Subsidiaries relating to securities lending transactions and (b) any commitment or other undertaking of such Person to provide funds for the purchase or acquisition of any investment, including, without limitation, commitments in the nature of capital calls or capital contributions for private equity funds or similar investments.

Amendment No. 2

- 2 -

“Non-Recourse Indebtedness” means Indebtedness of a Subsidiary in connection with the consolidation of such Subsidiary as a “Variable Interest Entity” under Financial Accounting Standards Boards Interpretation No. 46R (or any successor interpretations or amendments thereto and as affected by any subsequent relevant pronouncements of the FASB or, if, and to the extent applicable, the Securities and Exchange Commission), provided that (i) the satisfaction of such Indebtedness is limited to the real property of such Subsidiary (except for customary exceptions for fraud, misapplication of funds and environmental indemnities) and (ii) the amount of all such Indebtedness that is deemed to constitute Non-Recourse Indebtedness shall be limited to the extent necessary to ensure that the aggregate outstanding amount of Non-Recourse Indebtedness of all such Subsidiaries does not at any time exceed 15% of Consolidated Adjusted Net Worth.

2.03. Liens. Section 6.1 of the Credit Agreement is hereby amended to read in its entirety as follows:

“6.1 Liens.

The Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind of the Borrower, whether now owned or hereafter acquired, or any income or profits therefrom, except:

(i) Liens existing on the Effective Date securing Indebtedness in an aggregate principal amount not to exceed $20,000,000;

(ii) Liens imposed by law for Taxes that are not yet required to be paid pursuant to Section 5.5;

(iii) statutory Liens of landlords, banks (and rights of set-off), of carriers, warehousemen, mechanics, repairmen, workmen and material men, and other Liens imposed by law, in each case incurred in the ordinary course of business for amounts not yet overdue or for amounts that are overdue and that (in the case of any such amounts overdue for a period in excess of five days) are being contested in good faith by appropriate proceedings, so long as such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made for any such contested amounts;

(iv) deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds, Reinsurance Agreements, Retrocession Agreements and other similar obligations (exclusive of obligations for the payment of borrowed money) incurred in the ordinary course of business;

Amendment No. 2

- 3 -

(v) Liens on pledges or deposits of cash or securities made by any Insurance Subsidiary as a condition to obtaining or maintaining any licenses issued to it by any Applicable Insurance Regulatory Authority;

(vi) easements, rights-of-way, restrictions, encroachments, and other minor defects or irregularities in title to real property, in each case which do not and will not, individually or in the aggregate, interfere in any material respect with the use or value thereof;

(vii) any interest or title of a lessor or sublessor under any operating or true lease of real estate entered into by the Borrower or one of its Subsidiaries in the ordinary course of its business covering only the assets so leased;

(viii) Liens created pursuant to Capital Leases (including any Capital Lease entered into in connection with the Missouri Sale/leaseback Transaction); provided that (a) such Liens are only in respect of the property or assets subject to, and secure only, such Capital Leases and (b) the sum of (1) the aggregate amount of Indebtedness secured by such Liens and (2) the aggregate amount of Indebtedness secured by Liens permitted by clause (ix) below does not exceed $75,000,000 at any time outstanding;

(ix) purchase money Liens in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower or one of its Subsidiaries; provided that (a) the sum of (1) the aggregate amount of Indebtedness secured by such Liens and (2) the aggregate amount of Indebtedness secured by Liens permitted by clause (viii) above does not exceed $75,000,000 at any time outstanding, (b) such Lien is incurred, and the Indebtedness secured thereby is created, within ninety (90) days after such acquisition (or construction), (c) the Indebtedness secured thereby does not exceed 100% of the lesser of the cost or the fair market value of such real property, improvements or equipment at the time of such acquisition (or construction) and (d) such Lien does not apply to any other property or assets of the Borrower or any of its Subsidiaries;

(x) Liens given to secure the obligations of an Insurance Subsidiary under Reinsurance Agreements, Retrocession Agreements and other similar obligations (other than obligations for the payment of borrowed money), incurred by such Insurance Subsidiary in the ordinary course of business;

(xi) Liens securing judgments that do not constitute an Event of Default under Section 7.8;

(xii) Liens that are contractual rights of set-off (a) relating to the establishment of depository relations with banks not given in connection with the

Amendment No. 2

- 4 -

issuance of Indebtedness or (b) relating to pooled deposit or sweep accounts of the Borrower or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and its Subsidiaries;

(xiii) licenses of intellectual property granted in a manner consistent with past practice;

(xiv) Liens on property or assets of any Person that becomes a Subsidiary after the Effective Date; provided that such Liens are in existence at the time such Person becomes a Subsidiary and were not created in anticipation thereof;

(xv) other Liens securing obligations in an aggregate principal amount not to exceed 5% of Consolidated Adjusted Net Worth at any time outstanding;

(xvi) Liens on Cash or Cash Equivalents in an aggregate amount not to exceed $36,000,000 in favor of the Internal Revenue Service in the matter specified in Schedule 6.4; and

(xvii) Liens securing Non-Recourse Indebtedness.

Notwithstanding any of the foregoing exceptions, the Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon the Capital Stock of any of its Subsidiaries owned by the Borrower or any such Subsidiary or upon any Indebtedness owed to such Subsidiary by the Borrower or any of its Subsidiaries.”

2.04. Indebtedness. Section 6.2 of the Credit Agreement is hereby amended to read in its entirety as follows:

“6.2 Indebtedness.

(i) The Borrower shall not, and shall not permit any Subsidiary to, directly or indirectly, create, incur, assume or guaranty, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness other than (without duplication) (a) Indebtedness payable after the scheduled Maturity Date, (b) Assurant Commercial Paper Debt, (c) Indebtedness secured by Liens permitted by Section 6.1(viii), (ix), (xiv) or (xvii), (d) Indebtedness owed to the Borrower or a Subsidiary, (e) Indebtedness arising under letters of credit issued for the account of the Borrower and/or any Subsidiary, (f) Indebtedness of a Person that becomes a Subsidiary, or is merged into the Borrower or a Subsidiary, after the Effective Date, provided that (1) such Indebtedness is not incurred in anticipation thereof and (2) the aggregate amount of such Indebtedness does not exceed $100,000,000 at any time outstanding, (g) Indebtedness of the Borrower or any Subsidiary arising under Interest Rate Agreements and Currency Agreements, provided that such agreements are entered into to hedge bona fide business risks and not for speculation, (h) Indebtedness arising under this Agreement

Amendment No. 2

- 5 -

and (i) other Indebtedness having an aggregate principal amount not exceeding $100,000,000 at any time outstanding. For purposes of determining compliance with this clause (i), in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories above, the Borrower will be permitted to classify the item of Indebtedness on the date of its borrowing, incurrence, creation or assumption, or later reclassify all or a portion of the item of Indebtedness, in any manner that complies with this clause (i).

(ii) The Borrower shall not permit the aggregate outstanding principal amount of all Indebtedness of its Subsidiaries to exceed 5% of Consolidated Adjusted Net Worth at any time; provided that the following Indebtedness shall be excluded in determining whether Indebtedness of Subsidiaries exceeds 5% of Consolidated Adjusted Net Worth: (a) Indebtedness described in Section 6.2(i)(a), and in Section 6.2(i)(c) through (i)(g), (b) Indebtedness of the type described in clause (vii), (viii) or (ix) of the definition of Indebtedness incurred by any Subsidiary with respect to the obligations of one of its Subsidiaries and (c) Indebtedness of the type described in clause (viii) or (ix) of the definition of Indebtedness incurred in connection with insurance products offered by Subsidiaries in the ordinary course of business.”

2.05. Acquisitions; Certain Investments. Section 6.3(ii) of the Credit Agreement is hereby amended to read in its entirety as follows:

“(ii) make any loan or advance (other than advanced commissions in the ordinary course of business) to, or other investment (other than Investments in the ordinary course of business that comply with the Borrower’s investment guidelines) in, any customer or related venture of the Borrower or any Subsidiary, other than any loan, advance or investment (a) in a customer or venture that is engaged, and continues to engage, in an Insurance Business or a business reasonably related to an Insurance Business and (b) made in the ordinary course of business and consistent with past practice of the Borrower or such Subsidiary; provided that the aggregate book value of such loans, advances and other investments (and renewals thereof with the same customer or venture) (A) existing on the Effective Date shall not exceed $22,000,000, (B) made after the Effective Date shall not exceed $30,000,000 in the aggregate for any Fiscal Year and (C) shall not exceed $100,000,000 in the aggregate at any time outstanding.”

2.06. Conduct of Business. Section 6.7 of the Credit Agreement is hereby amended to read in its entirety as follows:

“6.7 Conduct of Business.

From and after the Effective Date, the Borrower shall not, and shall not permit any of its Subsidiaries to, engage to any substantial extent (with respect to the Borrower and its Subsidiaries, taken as a whole) in any business or conduct any activities other than engaging in the business as now conducted by the Borrower and its Subsidiaries and businesses reasonably related thereto, and

Amendment No. 2

- 6 -

in the case of Insurance Subsidiaries, to engage in only those lines of insurance business for which the Insurance Subsidiaries are licensed by Applicable Insurance Regulatory Authority from time to time. The Borrower shall solely be a holding company, and shall not enter into Insurance Contracts, Reinsurance Agreements or Retrocession Agreements.”

2.07. Default in Other Agreements. Section 7.2 of the Credit Agreement is hereby amended to read in its entirety as follows:

“7.2 Default in Other Agreements.

(i) Failure of the Borrower or any of its Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in Section 7.1) in excess in the aggregate of $75,000,000 beyond the end of any grace period provided therefor, if any; or (ii) breach or default by the Borrower or any of its Subsidiaries with respect to any other material term of (a) one or more items of such Indebtedness or (b) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness, in each case beyond the end of any grace period provided therefor, if any, if the effect of such breach or default is to cause, or to permit the holder or holders of that Indebtedness (or a trustee on behalf of such holder or holders) to cause, that Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; or”

Section 3. Representations and Warranties. The Borrower represents and warrants to the Lenders and the Administrative Agent, as to itself and each of its subsidiaries, that (a) the representations and warranties set forth in Section 4 of the Credit Agreement, are true and complete on the date hereof as if made on and as of the date hereof (or, if any such representation or warranty is expressly stated to have been made as of a specific date, such representation or warranty shall be true and correct as of such specific date), and as if each reference in said Section 4 to “this Agreement” (or words of similar import) included reference to this Amendment No. 2 and (b) no Event of Default or Potential Event of Default has occurred and is continuing on the date hereof.

Section 4. Conditions Precedent. The amendments set forth in Section 2 hereof shall become effective, as of the date hereof, upon receipt by the Administrative Agent of counterparts of this Amendment No. 2 executed by the Borrower and Lenders party to the Credit Agreement constituting the Requisite Lenders.

Section 5. Miscellaneous. Except as herein provided, the Credit Agreement shall remain unchanged and in full force and effect. This Amendment No. 2 may be executed in any number of counterparts, all of which taken together shall constitute one and the same amendatory instrument and any of the parties hereto may execute this Amendment No. 2 by signing any such counterpart. This Amendment No. 2 shall be governed by, and construed in accordance with, the law of the State of New York.

Amendment No. 2

- 7 -

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be duly executed and delivered as of the day and year first above written.

ASSURANT, INC. (d/b/a Assurant Group)

By:

Name:

Title:

Amendment No. 2

- 8 -

LENDERS

JPMORGAN CHASE BANK, N.A.,

individually and as Administrative Agent

By:

Name:

Title:

CITICORP NORTH AMERICA INC.

By:

Name:

Title:

KEYBANK NATIONAL ASSOCIATION

By:

Name:

Title:

SUNTRUST BANK

By:

Name:

Title:

M&I MARSHALL & ILSLEY BANK

By:

Name:

Title:

By:

Name:

Title:

Amendment No. 2

- 9 -

U.S. BANK NATIONAL ASSOCIATION

By:

Name:

Title:

WACHOVIA BANK, NATIONAL ASSOCIATION

By:

Name:

Title:

CREDIT SUISSE FIRST BOSTON

By:

Name:

Title:

LEHMAN BROTHERS BANK, FSB

By:

Name:

Title:

MERRILL LYNCH BANK USA

By:

Name:

Title:

MORGAN STANLEY BANK

By:

Name:

Title:

Amendment No. 2

- 10 -

WILLIAM STREET COMMITMENT CORPORATION

(Recourse only to assets of William Street Commitment Corporation)

By:

Name:

Title:

THE BANK OF NOVA SCOTIA

By:

Name:

Title:

UMB BANK, N.A.

By:

Name:

Title:

COMMERCE BANK, N.A.

By:

Name:

Title:

Amendment No. 2

- 11 -

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Robert B. Pollock, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Assurant, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 10, 2006	/s/ Robert B. Pollock
	Robert B. Pollock President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATIONS

I, P. Bruce Camacho, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Assurant, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 10, 2006

/s/ P. Bruce Camacho

P. Bruce Camacho

Executive Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER OF

ASSURANT, INC.

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

§ 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Assurant, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2006 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert B. Pollock, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, based on my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 10, 2006

/s/ Robert B. Pollock

Robert B. Pollock

President and Chief Executive Officer

The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Report or as a separate disclosure document.

EX-32.2

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER OF

ASSURANT, INC.

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

§ 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Assurant, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2006 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, P. Bruce Camacho, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, based on my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 10, 2006

/s/ P. Bruce Camacho

P. Bruce Camacho

Executive Vice President and Chief Financial Officer

The foregoing certification is being furnished solely pursuant to U.S.C. §1350 and is not being filed as part of the Report or as a separate disclosure document.