10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2005

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                    to

Commission file number 033-71690

UNION SECURITY LIFE INSURANCE COMPANY

OF NEW YORK

(Exact name of registrant as specified in its charter)

New York	13-2699219
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
308 MALTBIE STREET, SUITE 200 SYRACUSE, NEW YORK	13204
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (315) 451-0066

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  x

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act from their obligations under those Sections.

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  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    Yes  x    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 (Check One):

¨  Large accelerated filer    ¨  Accelerated filer    x  Non-accelerated filer

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  x

The aggregate market value of the voting and non-voting common equity held by non-affiliates is not applicable as no public market exists for the voting stock of the registrant.

As of March 1, 2006, there were 100,000 shares of common stock of the registrant outstanding, all of which are owned by Assurant, Inc.

THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTIONS I(1)(A) AND (B) OF FORM 10-K AND IS FILING THIS FORM WITH THE REDUCED DISCLOSURE FORMAT.

UNION SECURITY LIFE INSURANCE COMPANY OF NEW YORK

ANNUAL REPORT ON FORM 10-K

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005

TABLE OF CONTENTS

Item Number		Page Number
PART I
1.	Business	2
1A.	Risk Factors	4
1B.	Unresolved Staff Comments	6
2.	Properties	6
3.	Legal Proceedings	6
4.	Submission of Matters to a Vote of Security Holders	6
PART II
5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	6
6.	Selected Financial Data	6
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	6
7A.	Quantitative and Qualitative Disclosures About Market Risk	8
8.	Financial Statements and Supplementary Data	9
9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	9
9A.	Controls and Procedures	9
9B.	Other Information	10
PART III
10.	Directors and Executive Officers of the Registrant	10
11.	Executive Compensation	10
12.	Security Ownership of Certain Beneficial Owners and Management	10
13.	Certain Relationships and Related Transactions	10
14.	Principal Accounting Fees and Services	10
PART IV
15.	Exhibits and Financial Statement Schedules	11
Signatures		14

FORWARD-LOOKING STATEMENTS

Some of the statements under “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” 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 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” 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 forward-looking 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.

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PART I

Item 1. Business

Union Security Life Insurance Company of New York, formerly First Fortis Life Insurance Company, is a stock life insurance company formed in 1971 and organized under the laws of the State of New York. It is a direct wholly owned subsidiary of Assurant, Inc. (“Assurant”), which owns and operates companies that provide specialty insurance products and related services in North America and selected other markets. Assurant is traded on the New York Stock Exchange under the symbol AIZ.

Effective September 6, 2005, Union Security Life Insurance Company of New York changed its name from First Fortis Life Insurance Company in association with Assurant’s initial public offering on February 5, 2004.

In this report, references to the “Company,” “Union Security Life,” “we,” “us” or “our” refer to Union Security Life Insurance Company of New York.

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Assurant organizes and manages their specialized businesses through four operating business segments:

Operating Business Segment	Principal Products and Services	Principal Distribution Channels
Assurant Solutions
Specialty Property	•      Creditor-placed homeowners insurance (including tracking services)	•      Mortgage lenders and services
	•      Manufactured housing homeowners insurance	•      Manufactured housing lenders, dealers and vertically integrated builders
Consumer Protection	•      Debt protection administration •      Credit insurance	•      Financial institutions (including credit card issuers) and retailers
	•      Warranties and extended service contracts	•      Consumer electronics and appliance retailers •      Vehicle dealerships
	•      Appliances
	•      Automobiles and recreational vehicles
	•      Consumer electronics
	•      Wireless devices
Assurant Health
Individual Health	•      Preferred Provider Organizations (PPO)	•      Independent agents •      National accounts
	•      Short-term medical insurance	•      Associations and trusts
	•      Student medical insurance	•      Internet
Small Employer Group Health	•      PPO	•      Independent agents
Assurant Employee Benefits	Employer and employee-paid: •      Group dental insurance •      Group disability insurance	•      Employee benefit advisors •      Brokers •      Disability RMS(1)
	•      Group term life insurance
Assurant Preneed	•      Pre-funded funeral insurance	•      Service Corporation International (SCI) •      Canadian independent and Corporate funeral homes

(1) Disability RMS refers to Disability Reinsurance Management Services, Inc., one of Assurant’s wholly owned subsidiaries that provides a turnkey facility to other insurers to write principally group disability insurance.

Union Security Life, which is licensed to sell life, health and annuity insurance only in New York, writes insurance products that are marketed in New York by the Assurant Employee Benefits and Assurant Solutions business segments. Within the Assurant Employee Benefits segment, we write group life, group dental, group long-term disability and group short-term disability insurance products. Within the Assurant Solutions segment, we market, sell and issue credit life and credit disability products. Of our total gross revenues generated during 2005, approximately 88% were from the Assurant Employee Benefits segment, approximately 10% from the Assurant Solutions segment and approximately 2% were from the Assurant Corporate and Other segment. It is possible that our sales of credit life for the Assurant Solutions segment will decline, as almost all of the largest credit card issuing institutions in the United States have switched from offering credit insurance to their credit card customers to offering their own banking-

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approved debt protection programs. Debt protection is not an insurance product, but rather a service that is voluntarily added by retail customers as an addendum to a loan. These administrative services we perform on behalf of the lender generate fee income rather than the earned premiums that a credit insurance policy generates.

As a direct wholly owned subsidiary of Assurant, Union Security Life does not have any publicly issued equity or debt securities. We are, however, subject to certain filing requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), because we have issued certain variable and market value adjusted insurance contracts, which are required to be registered with the Securities and Exchange Commission (the “SEC”) as securities. Effective April 1, 2001, Assurant exited this line of business and sold the business segment, then referred to as Fortis Financial Group, to The Hartford Financial Services Group, Inc. and certain of its subsidiaries (“The Hartford”). This sale was accomplished by means of coinsurance and modified coinsurance. As a result, The Hartford is contractually responsible for servicing the insurance contracts, including the payment of benefits, oversight of investment management, overall contract administration and funding of reserves. If The Hartford fails to fulfill its obligations, however, we will be obligated to perform the services and make the required payments and funding.

In addition, effective March 1, 2000, Assurant sold all of its long term care insurance operations to John Hancock Life Insurance Company (“John Hancock”), now a subsidiary of Manulife Financial Corporation. In connection with that sale, we reinsured our existing block of long-term care insurance policies to John Hancock on a coinsurance basis. Under the coinsurance agreement, we transferred 100% of the policy reserves and related assets on this block of business to John Hancock, and John Hancock agreed to be responsible for 100% of the policy benefits. The assets backing the liabilities on this business are held in a trust and John Hancock is obligated to fund the trust if the value of the assets is deemed insufficient to fund the liabilities. If John Hancock fails to fulfill these obligations, we will be obligated to make these payments.

In 2001, another indirect wholly owned subsidiary of Assurant, Bankers American Life Assurance Company (“BALAC”) merged into Union Security Life. Pursuant to that merger, Union Security Life acquired all assets and liabilities of BALAC, which had been licensed to write insurance business only in the State of New York.

As of December 31, 2005, we had approximately 7 employees in our sales offices in New York, New York. In addition, approximately 12 Assurant employees, subject to a lease arrangement, spent at least a portion of their time working for us at our headquarters in Syracuse, New York.

In 2004, we initiated the consolidation of the Syracuse, New York customer relations support functions, accounting and other support functions to our Kansas City, Missouri and Birmingham, Alabama offices. As a result, approximately 20 positions were eliminated in the Syracuse, New York office during 2004 and 2005.

Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to such reports, filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, are available free of charge at the SEC website at www.sec.gov. These documents are also available free of charge through our website at www.assurant.com.

Dollar amounts are presented in U.S. dollars and all amounts are in thousands, except number of shares.

Item 1A. Risk Factors

Union Security Life is subject to risks associated with our business. These risks include, among others:

• Reliance on Relationships with Significant Clients, Distributors and Other Parties. If our significant clients, distributors and other parties with which we do business decline to renew or seek to terminate our relationships or contractual arrangements, our results of operations and financial condition could be materially adversely affected. We are also subject to the risk that these parties may face financial difficulties, reputational issues or problems with respect to their own products and services, which may lead to decreased sales of products and services.

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• Failure to Attract and Retain Sales Representatives or Develop and Maintain Distribution Sources. Our sales representatives interface with clients and third party distributors. Our inability to attract and retain our sales representatives or an interruption in, or changes to, our relationships with various third-party distributors could impair our ability to compete and market our insurance products and services and materially adversely affect our results of operations and financial condition. In addition, our ability to market our products and services depends on our ability to tailor our channels of distribution to comply with changes in the regulatory environment.

• Effect of General Economic, Financial Market and Political Conditions. Our results of operations and financial condition may be materially adversely affected by general economic, financial market and political conditions, including:

• insurance industry cycles;

• levels of employment;

• levels of inflation and movements of the financial markets;

• fluctuations in interest rates;

• monetary policy;

• demographics; and

• legislative and competitive factors.

• Failure to Predict Accurately Benefits and Other Costs and Claims. We may be unable to predict accurately benefits, claims and other costs or to manage such costs through our loss limitation methods, which could have a material adverse effect on our results of operations and financial condition if claims substantially exceed our expectations.

• Changes in Regulation. Legislation or other regulatory reform that increases the regulatory requirements imposed on us or that changes the way we are able to do business may significantly harm our business or results of operations in the future.

• Reinsurers’ Failure to Fulfill Obligations. In 2001, the Company entered into a reinsurance agreement with The Hartford for the sale of its FFG division. Under the reinsurance agreement, The Hartford is obligated to contribute funds to increase the value of the separate account assets relating to modified guaranteed annuity business sold if such value declines below the value of the associated liabilities. If The Hartford fails to fulfill these obligations, the Company will be obligated to make these payments. The Company would be responsible to administer this business in the event of a default by the reinsurer. In 2000, the Company divested its LTC operations to John Hancock through a reinsurance agreement. If John Hancock fails to fulfill its obligations, the Company would be obligated to make these payments.

• Credit Risk of Some of Our Agents. We advance agents’ commissions as part of our pre-funded funeral insurance product offerings. These advances are a percentage of the total face amount of coverage as opposed to a percentage of the first-year premium paid, the formula that is more common in other life insurance markets. There is a one-year payback provision against the agency if death or lapse occurs within the first policy year. As a

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result of the sale of the independent United States pre-funded funeral business distribution, the Company will incur losses on chargebacks from agents who have been terminated who will be unable to repay their obligation.

For additional risks that relate to our business, we refer you to Assurant’s Annual Report on Form 10-K filed with the SEC and available on the SEC’s website at www.sec.gov or through Assurant’s website at www.assurant.com.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

We lease office space in Syracuse, New York that serves as our headquarters. We also lease office space in New York City that serves as our sales office. We believe that our leased properties are adequate for our current business operations.

Item 3. Legal Proceedings

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

Item 4. Submission Of Matters To A Vote of Security Holders

Not required under reduced disclosure format.

Part II

Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

There is no public trading market for our common stock. As of March 1, 2006, we had 100,000 shares of common stock outstanding, all of which are owned directly by Assurant. We paid $4,100, $40,000, and $0 in dividends to our stockholder in 2005, 2004 and 2003, respectively.

Item 6. Selected Financial Data

Not required under reduced disclosure format.

Item 7. Management’s Discussion And Analysis Of Financial Condition And Results Of Operations.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and accompanying notes which appear elsewhere in this report. It contains forward-looking statements that involve risks and uncertainties. Please see “Forward-Looking Statements” for more information. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed below and elsewhere in this report.

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The table below presents information regarding our results of operations:

	For the Year Ended December 31,
	2005		2004
	(in thousands)
Revenues:
Net earned premiums and other considerations	$	59,598	$	65,593
Net investment income		8,756		9,738
Net realized gains on investments		146		819
Amortization of deferred gain on disposal of businesses		1,039		1,575
Fees and other income		30		305
Total revenues		69,569		78,030
Benefits, losses and expenses:
Policyholder benefits		34,571		42,732
Selling, underwriting and general expenses(1)		17,637		18,689
Total benefits, losses and expenses		52,208		61,421
Income before income taxes		17,361		16,609
Income taxes		5,957		4,632
Net income	$	11,404	$	11,977

(1) Includes amortization of deferred acquisition costs (“DAC”) and value of business required (“VOBA”) and underwriting, general and administrative expenses.

Year Ended December 31, 2005 Compared to December 31, 2004

Net Income

Net income decreased $573, or 5%, to $11,404 for the year ended December 31, 2005 from $11,977 for the year ended December 31, 2004. The decrease is primarily attributable to lower net earned premiums and other considerations and a $1,000 reduction in our 2004 tax liability, partially offset by a decline in policyholder benefits.

Total Revenues

Total revenues decreased by $8,461, or 11%, to $69,569 for the year ended December 31, 2005 from $78,030 for the year ended December 31, 2004. This decrease was primarily driven by lower net earned premiums and other considerations of $5,995 due to a decrease in our group dental business and lower group disability business written though our alternate distribution sources as well as the continued decline in our domestic credit insurance products. Also contributing to the decrease was lower net investment income of $982 due to lower invested assets, lower net realized gains on investments by $673 and a decrease of $536 in amortization of deferred gain on disposal of businesses, which is consistent with the anticipated run-off of the businesses ceded to The Hartford in 2001 and John Hancock in 2000.

Total Benefits, Losses and Expenses

Total benefits, losses and expenses decreased by $9,213, or 15%, to $52,208 for the year ended December 31, 2005 from $61,421 for the year ended December 31, 2004. This decrease of $8,161 was primarily driven by lower policyholder benefits in our group disability business written through alternate distribution sources. Also contributing to the decrease were lower selling, underwriting and general expenses of $1,052 due to a decrease in commission expense and one-time interest and severance costs that occurred in the prior period in our credit life business.

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Income Taxes

Income taxes increased $1,325, or 29%, to $5,957 for the year ended December 31, 2005 from $4,632 for the year ended December 31, 2004. The increase was partly due to an increase in pre-tax income. In addition, during the fourth quarter of 2004, an analysis of the federal tax liability resulted in a $1,000 reduction of our tax expense.

Item 7A. Quantitative And Qualitative Disclosures About Market Risk

As a provider of insurance products, effective risk management is fundamental to our ability to protect both our customers’ and our stockholder’s interests. We are exposed to potential loss from various market risks, in particular interest rate risk, credit risk and inflation risk.

Inflation risk is the possibility that a change in domestic price levels produces an adverse effect on earnings. This typically happens when only one of invested assets or liabilities is indexed to inflation.

Interest rate risk is the possibility the fair value of liabilities will change more or less than the market value of investments in response to changes in interest rates, including changes in the slope or shape of the yield curve and changes in spreads due to credit risks and other factors.

Credit risk is the possibility that counterparties may not be able to meet payment obligations when they become due. We assume counterparty credit risk in many forms. A counterparty is any person or entity from which cash or other forms of consideration are expected to extinguish a liability or obligation to us. Primarily, our credit risk exposure is concentrated in our fixed income investment portfolio and, to a lesser extent, in our reinsurance recoverables.

Inflation Risk

Inflation risk arises as we invest substantial funds in nominal assets which are not indexed to the level of inflation, whereas the underlying liabilities are indexed to the level of inflation. We have inflation risk in our individual and small employer group health insurance businesses to the extent that medical costs increase with inflation and we have not been able to increase premiums to keep pace with inflation.

Interest Rate Risk

Interest rate risk arises as we invest substantial funds in interest-sensitive fixed income assets, such as fixed maturity investments, mortgage-backed and asset-backed securities and commercial mortgage loans. There are two forms of interest rate risk—price risk and reinvestment risk. Price risk occurs when fluctuations in interest rates have a direct impact on the market valuation of these investments. As interest rates rise, the market value of these investments falls, and conversely, as interest rates fall, the market value of these investments rises. Reinvestment risk occurs when fluctuations in interest rates have a direct impact on expected cash flows from mortgage-backed and asset-backed securities. As interest rates fall, an increase in prepayments on these assets results in earlier than expected receipt of cash flows forcing us to reinvest the proceeds in an unfavorable lower interest rate environment, and conversely as interest rates rise, a decrease in prepayments on these assets results in later than expected receipt of cash flows forcing us to forgo reinvesting in a favorable higher interest rate environment. As of December 31, 2005, we held $119,604 of fixed maturity securities at fair market value and $13,996 of commercial mortgages at amortized cost for a combined total of 90% of total invested assets. As of December 31, 2004, we held $125,201 of fixed maturity securities at fair market value and $9,125 of commercial mortgages at amortized cost for a combined total of 89% of total invested assets.

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We expect to manage interest rate risk by selecting investments with characteristics such as duration, yield, currency and liquidity tailored to the anticipated cash outflow characteristics of our insurance and reinsurance liabilities.

Our group long-term disability and group term life waiver of premium reserves are also sensitive to interest rates. These reserves are discounted to the valuation date at the valuation interest rate. The valuation interest rate is determined by taking into consideration actual and expected earned rates on our asset portfolio, with adjustments for investment expenses and provisions for adverse deviation.

Credit Risk

We have exposure to credit risk primarily as a holder of fixed income securities and by entering into reinsurance cessions.

Our risk management strategy and investment policy is to invest in debt instruments of high credit quality issuers and to limit the amount of credit exposure with respect to any one issuer. We attempt to limit our credit exposure by imposing fixed maturity portfolio limits on individual issuers based upon credit quality. Currently our portfolio limits are 1.5% for issuers rated AA-and above, 1% for issuers rated A- to A+, 0.75% for issuers rated BBB- to BBB+ and 0.38% for issuers rated BB- to BB+. These portfolio limits are further reduced for certain issuers with whom we have credit exposure on reinsurance agreements.

We use the lower of Moody’s or Standard & Poor’s ratings to determine an issuer’s rating.

We are also exposed to the credit risk of our reinsurers. When we reinsure, we are still liable to our insureds regardless of whether we get reimbursed by our reinsurer. As part of our overall risk and capacity management strategy, we purchase reinsurance for certain risks that we underwrite.

For at least 50% of our $94,660 million of reinsurance recoverables at December 31, 2005, we are protected from the credit risk by using some type of risk mitigation mechanism such as a trust, letter of credit or by withholding the assets in a modified coinsurance or co-funds-withheld arrangement. For recoverables that are not protected by these mechanisms, we are dependent solely on the credit of the reinsurer. Occasionally, the credit worthiness of the reinsurer becomes questionable. Reinsurance may not be available or adequate to protect us against losses, and we are subject to the credit risk of reinsurers.

Item 8. Financial Statements And Supplementary Data.

The consolidated financial statements and financial statement schedules in Part IV, Item 15(a) 1 and 2 of this report are incorporated by reference into this Item 8.

Item 9. Changes In And Disagreements With Accountants On Accounting And Financial Disclosure.

There have been no changes in or disagreements with accountants on accounting and financial disclosure.

Item 9A. Controls And Procedures.

Under the supervision and with the participation of our Chief Executive Officer and our principal financial officer, we have evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2005. Based on this evaluation, our Chief Executive Officer and our principal financial officer have concluded that our disclosure controls and procedures were effective as of that date in providing a reasonable level of assurance that information we are required to disclose in reports we file or furnish under the Exchange Act is recorded, processed, summarized and reported within the time periods in

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SEC rules and forms. Further, our disclosure controls and procedures were effective in providing a reasonable level of assurance that information required to be disclosed by us in such reports is accumulated and communicated to our management, including our Chief Executive Officer and our principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Item 9B. Other Information.

None.

PART III

Item 10. Directors And Executive Officers Of The Registrant.

Not required under reduced disclosure format.

Item 11. Executive Compensation.

Not required under reduced disclosure format.

Item 12. Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder Matters.

Not required under reduced disclosure format.

Item 13. Certain Relationships And Related Transactions.

Not required under reduced disclosure format.

Item 14. Principal Accounting Fees And Services

PricewaterhouseCoopers LLP has audited our financial statements for fiscal 2005. The following table shows the aggregate fees billed to us by PricewaterhouseCoopers LLP for services rendered and the percentage of those services that were approved by Assurant’s Audit Committee, in its capacity as a committee of Assurant’s Board of Directors, during the fiscal years ended December 31, 2005 and 2004.

	Fiscal Year Ended December 31, 2005				Fiscal Year Ended December 31, 2004
Description of Fees (in thousands)	Amount		Percentage		Amount		Percentage
Audit Fees	$	192	100	%	$	71	100	%
Audit Related Fees		—	—			—	—
Tax Fees		—	—			—	—
All Other Fees		—	—			—	—

Assurant’s Board of Directors adopted written procedures for pre-approval of services by the independent auditors, including procedures relating to the Committee’s power to:

• Retain and terminate independent auditors and approve all audit engagement fees and terms;

• Inform each registered public accounting firm performing work for the Company that such shall report directly to the Parent’s Audit Committee;

• Directly oversee the work of any registered public accounting firm employed by the Company, including the resolution of any disagreement between management and the auditor regarding financial reporting, for the purpose of preparing or issuing an audit report or related work; and

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• Approve in advance any significant audit or non-audit engagement or relationship between the Company and the independent auditors, other than “prohibited non-auditing services.”

“Prohibited nonauditing services” are services that Congress, the SEC or the Public Company Accounting Oversight Board prohibits through regulation. Notwithstanding the foregoing, pre-approval is not necessary for minor audit services if: (i) the aggregate amount of all such non-audit services provided to the Company constitutes not more than 5% of the total amount of revenues paid by the Company to its auditor during the fiscal year in which the non-audit services are provided; (ii) such services were not recognized by the Company at the time of the engagement to be non-audit services; and (iii) such services are promptly brought to the attention of our Parent’s Audit Committee and approved prior to the completion of the audit by our Parent’s Audit Committee or by one or more members of our Parent’s Audit Committee who are members of the Board to whom authority to grant such approvals has been delegated by our Parent’s Audit Committee. Our Parent’s Audit Committee may delegate to one or more of its members the authority to approve in advance all significant audit or non-audit services to be provided by the independent auditors so long as it is presented to our Parent’s full Audit Committee at a later time.

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a)1. Financial Statements

The following financial statements of Union Security Life Insurance Company of New York, incorporated by reference into Item 8, are attached hereto:

	Page
Financial Statements of Union Security Life Insurance Company of New York
Report of Independent Registered Public Accounting Firm	F-1
Balance Sheets of Union Security Life Insurance Company of New York at December 31, 2005 and 2004	F-2
Statements of Operations of Union Security Life Insurance Company of New York for the Years Ended December 31, 2005, 2004 and 2003	F-4
Statements of Changes in Stockholder’s Equity of Union Security Life Insurance Company of New York for the Years Ended December 31, 2005, 2004 and 2003	F-5
Statements of Cash Flows of Union Security Life Insurance Company of New York for the Years Ended December 31, 2005, 2004 and 2003	F-6
Notes to Financial Statements of Union Security Life Insurance Company of New York	F-7

(a)2. Financial Statement Schedules

The following financial statement schedules of Union Security Life Insurance Company of New York are attached hereto:

All schedules are omitted because they are not applicable, not required, or the information is included in the financial statements or the notes thereto.

(a)3. Exhibits

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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, located at www.assurant.com.

3.1 Articles of Incorporation of First Fortis Life Insurance Company (incorporated by reference from the Registrant’s Form 10-K filed, File No. 33-71690, filed on March 29, 1996).

3.2 By-laws of First Fortis Life Insurance Company (incorporated by reference from the Registrant’s Registration Statement on Form N-4, File No. 33-71686, and Separate Account A filed on November 15, 1993).

3.3 Amended and Restated Charter of First Fortis Life Insurance Company.

3.4 By-laws of Union Security Life Insurance Company of New York, effective September 6, 2005.

4.1 Form of Combination Fixed and Variable Group Annuity Contract (incorporated by reference from the Registrant’s Post-Effective Amendment No. 11 to the Registration Statement on Form N-4, File No. 33-71686, and Separate Account A filed on April 19, 2002).

4.2 Form of Application to be used in connection with Form of Combination Fixed and Variable Group Annuity Contract filed as Exhibit 4.1 to this report (incorporated by reference from the Registrant’s Post-Effective Amendment No. 8 to the Registration Statement on Form S-2 File No. 333-14761, and Separate Account A filed on April 4, 2002).

10.1 Assurant 2004 Long-Term Incentive Plan (incorporated by reference from Exhibit 10.3 to Assurant, Inc.’s Registration Statement on Form S-1/A (File No. 333-109984) and amendments thereto, originally filed on January 13, 2004).

10.2 Amendment No. 1 To The Assurant, Inc. 2004 Long-Term Incentive Plan (incorporated by reference from Exhibit 10.3 to Assurant, Inc.’s Form 10-Q, originally filed on November 14, 2005).

10.3 Form of CEO/Director Delegated Authority Restricted Stock Agreement under the Assurant, Inc. 2004 Long Term Incentive Plan (incorporated by reference from Exhibit 10.4 to Assurant, Inc.’s Form 10-K, originally filed on March 10, 2006).

10.4 Supplemental Executive Retirement Plan, as amended (incorporated by reference from Exhibit 10.4 to Assurant, Inc.’s Registration Statement on Form S-1 (File No. 333-109984) and amendments thereto, originally filed on October 24, 2003).

10.5 Amendment No. 2 To the Supplemental Executive Retirement Plan (incorporated by reference from Exhibit 10.3 to Assurant, Inc.’s Form 10-Q, originally filed on November 12, 2004).

10.6 Executive Pension and 401(k) Plan (incorporated by reference from Exhibit 10.5 to Assurant, Inc.’s Registration Statement on Form S-1 (File No. 333-109984) and amendments thereto, originally filed on October 24, 2003).

10.7 Amendment No. 1 To the Executive Pension and 401K Plan (incorporated by reference from Exhibit 10.2 to Assurant, Inc.’s Form 10-Q, originally filed on November 12, 2004).

12

10.8 Amendment No. 2 To the Executive Pension and 401K Plan (incorporated by reference from Exhibit 10.2 to Assurant, Inc.’s Form 10-Q, originally filed on November 14, 2005).

10.9 Amendment No. 3 To the Executive Pension and 401K Plan, effective December 15, 2005 (incorporated by reference from Exhibit 10.10 to Assurant, Inc.’s Form 10-K, originally filed on March 10, 2006).

10.10 Assurant Directors Compensation Plan (incorporated by reference from Exhibit 10.12 to Assurant, Inc.’s Registration Statement on Form S-1/A (File No. 333-109984) and amendments thereto, originally filed on January 13, 2004).

10.11 Assurant, Inc. Amended and Restated Directors Compensation Plan (incorporated by reference from Exhibit 10.1 to Assurant, Inc.’s Form 10-Q, originally filed on August 22, 2005).

10.12 Form of Directors Stock Agreement under the Directors Compensation Plan (incorporated by reference from Exhibit 10.23 to Assurant, Inc.’s Form 10-K, originally filed on March 10, 2006).

10.13 Form of Directors Stock Appreciation Rights Agreement under the Directors Compensation Plan (incorporated by reference from Exhibit 10.24 to Assurant, Inc.’s Form 10-K, originally filed on March 10, 2006).

10.14 Assurant Executive Management Incentive Plan (incorporated by reference from Exhibit 10.16 to Assurant, Inc.’s Registration Statement on Form S-1 (File No. 333-109984) and amendments thereto, originally filed on October 24, 2003).

10.15 Assurant Long Term Incentive Plan (incorporated by reference from Exhibit 10.1 to Assurant, Inc.’s Form 8-K, originally filed on April 13, 2005).

10.16 Form of Restricted Stock Agreement under Assurant Long Term Incentive Plan (incorporated by reference from Exhibit 10.27 to Assurant, Inc.’s Form 10-K, originally filed on March 10, 2006).

10.17 Form of Stock Appreciation Rights Agreement under the Assurant Long Term Incentive Plan (incorporated by reference from Exhibit 10.28 to Assurant, Inc.’s Form 10-K, originally filed on March 10, 2006).

10.18 Assurant Deferred Compensation Plan (incorporated by reference from Exhibit 10.17 to Assurant, Inc.’s Form 10-K filed March 31, 2005).

24.1 Power of Attorney.

31.1 Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer.

31.2 Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer.

32.1 Certification of Chief Executive Officer of Union Security Life Insurance Company 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 Union Security Life Insurance Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

13

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of 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 on March 10, 2006.

UNION SECURITY LIFE INSURANCE COMPANY OF NEW YORK
By:	/s/ P. Bruce Camacho
Name:	P. Bruce Camacho
Title:	President and Chief Executive Officer
By:	/s/ Ranell Jacobson
Name:	Ranell Jacobson
Title:	Treasurer
	(Principal Financial Officer)

14

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities indicated on March 10, 2006.

Signature	Title
/s/ P. Bruce Camacho P. Bruce Camacho	President and Chief Executive Officer (Principal Executive Officer)
/s/ Ranell Jacobson Ranell Jacobson	Treasurer and Director (Principal Financial Officer)
* Terry Kryshak	Director
* Melissa J. T. Hall	Director
* Allen R. Freedman	Director
* H. Carroll Mackin	Director
* Dale Edward Gardner	Director
* Lesley G. Silvester	Director
* Esther L. Nelson	Director

*By:	/s/ Raj B. Dave
	Raj B. Dave
	Attorney-in-Fact

15

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholder of

Union Security Life Insurance Company of New York:

In our opinion, the accompanying balance sheets and the related statements of operations, changes in stockholder’s equity and cash flows present fairly, in all material respects, the financial position of Union Security Life Insurance Company of New York (the “Company”), a direct wholly owned subsidiary of Assurant, Inc. at December 31, 2005 and 2004, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2005 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with standards of the Public Company Accounting Oversight Board (United States), which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

March 10, 2006

Minneapolis, Minnesota

F-1

Union Security Life Insurance Company of New York

Balance Sheets

At December 31, 2005 and 2004

	December 31, 2005		December 31, 2004
	(in thousands except number of shares)
Assets
Investments:
Fixed maturities available for sale, at fair value (amortized cost - $113,980 in 2005 and $116,275 in 2004)	$	119,604	$	125,201
Equity securities available for sale, at fair value (cost - $9,046 in 2005 and $8,514 in 2004)		8,790		8,571
Commercial mortgage loans on real estate at amortized cost		13,996		9,125
Policy loans		98		80
Short-term investments		3,341		4,575
Other investments		3,028		3,565
Total investments		148,857		151,117
Cash and cash equivalents		2,863		5,360
Premiums and accounts receivable, net		3,359		4,858
Reinsurance recoverables		94,660		93,607
Due from affiliates		327		582
Accrued investment income		1,605		1,701
Tax receivable		122		1,250
Deferred acquisition costs		1,437		1,123
Deferred income taxes, net		1,999		1,481
Goodwill		2,038		2,038
Other assets		84		95
Assets held in separate accounts		25,343		32,446
Total assets	$	282,694	$	295,658

See the accompanying notes to the financial statements

F-2

Union Security Life Insurance Company of New York

Balance Sheets

At December 31, 2005 and 2004

	December 31, 2005		December 31, 2004
	(in thousands except number of shares)
Liabilities
Future policy benefits and expenses	$	35,762	$	29,168
Unearned premiums		14,008		20,902
Claims and benefits payable		135,176		139,270
Commissions payable		4,463		5,001
Reinsurance balances payable		2,596		2,509
Funds held under reinsurance		83		89
Deferred gain on disposal of businesses		5,454		6,492
Accounts payable and other liabilities		3,366		8,292
Liabilities related to separate accounts		25,343		32,446
Total liabilities		226,251		244,169
Commitments and contingencies (Note 14)	$	—	$	—
Stockholder’s equity
Common stock, par value $20 per share, 100,000 shares authorized, issued, and outstanding		2,000		2,000
Additional paid-in capital		43,006		43,006
Retained earnings		7,948		644
Accumulated other comprehensive income		3,489		5,839
Total stockholder’s equity		56,443		51,489
Total liabilities and stockholder’s equity	$	282,694	$	295,658

See the accompanying notes to the financial statements

F-3

Union Security Life Insurance Company of New York

Statements of Operations

Years Ended December 31, 2005, 2004 and 2003

	Years Ended December 31,
	2005		2004		2003
	(in thousands)
Revenues
Net earned premiums and other considerations	$	59,598	$	65,593	$	69,206
Net investment income		8,756		9,738		10,315
Net realized gain on investments		146		819		646
Amortization of deferred gain on disposal of businesses		1,038		1,575		1,896
Fees and other income		31		305		306
Total revenues		69,569		78,030		82,369
Benefits, losses and expenses
Policyholder benefits		34,571		42,732		45,114
Amortization of deferred acquisition costs		981		247		774
Underwriting, general and administrative expenses		16,656		18,442		23,237
Total benefits, losses and expenses		52,208		61,421		69,125
Income before income taxes		17,361		16,609		13,244
Income taxes		5,957		4,632		4,507
Net income	$	11,404	$	11,977	$	8,737

See the accompanying notes to the financial statements

F-4

Union Security Life Insurance Company of New York

Statements of Changes in Stockholder’s Equity

Years Ended December 31, 2005, 2004 and 2003

	Common Stock		Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total
	(in thousands except number of shares)
Balance, January 1, 2003	$	2,000	$	43,006	$	20,139		$	5,928		$	71,073
Comprehensive income (loss):
Net income		—		—		8,737			—			8,737
Net change in unrealized gains on securities		—		—		—			941			941
Other		—		—		(213	)		213			—
Total comprehensive income												9,678
Balance, December 31, 2003		2,000		43,006		28,663			7,082			80,751
Dividends on common stock		—		—		(40,000	)		—			(40,000	)
Comprehensive income (loss):
Net income		—		—		11,977			—			11,977
Net change in unrealized gains on securities		—		—		—			(1,239	)		(1,239	)
Other						4			(4	)		—
Total comprehensive income												10,738
Balance, December 31, 2004		2,000		43,006		644			5,839			51,489
Dividends on common stock		—		—		(4,100	)		—			(4,100	)
Comprehensive income (loss):		—		—		—			—			—
Net income		—		—		11,404			—			11,404
Net change in unrealized gains on securities		—		—		—			(2,350	)		(2,350	)
Other		—		—		—			—			—
Total comprehensive income												9,054
Balance, December 31, 2005	$	2,000	$	43,006	$	7,948		$	3,489		$	56,443

See the accompanying notes to the financial statements

F-5

Union Security Life Insurance Company of New York

Statements of Cash Flows

Years Ended December 31, 2005, 2004 and 2003

	Years Ended December 31,
	2005			2004			2003
	(in thousands)
Operating activities
Net income	$	11,404		$	11,977		$	8,737
Adjustments to reconcile net income to net cash provided by operating activities:
Change in reinsurance recoverable		(1,053	)		6,844			9,677
Change in premiums and accounts receivable		1,754			(2,663	)		1,527
Change in deferred acquisition costs		(314	)		(181	)		628
Change in accrued investment income		96			484			148
Change in insurance policy reserves and expenses		(4,394	)		(7,834	)		(13,537	)
Change in accounts payable and other liabilities		(4,926	)		(379	)		716
Change in commissions payable		(538	)		1,190			(37	)
Change in reinsurance balances payable		87			574			(872	)
Change in funds held under reinsurance		(6	)		(5	)		(167	)
Amortization of deferred gain on disposal of businesses		(1,038	)		(1,575	)		(1,896	)
Change in income taxes		1,875			(794	)		(83	)
Net realized gains on investments		(146	)		(819	)		(646	)
Other		57			(166	)		18
Net cash provided by operating activities		2,858			6,653			4,213
Investing activities
Sales of:
Fixed maturities available for sale		18,531			57,159			30,892
Equity securities available for sale		1,143			4,376			2,486
Other invested assets		537			454			284
Maturities, prepayments, and scheduled redemption of:
Fixed maturities available for sale		15,909			11,035			22,010
Purchase of:
Fixed maturities available for sale		(32,020	)		(28,388	)		(43,359	)
Equity securities available for sale		(1,700	)		(3,330	)		(8,986	)
Other invested assets		—			(1,807	)		—
Change in commercial mortgage loans on real estate		(4,871	)		(5,325	)		(3,800	)
Change in short term investments		1,234			3,516			(4,697	)
Change in policy loans		(18	)		(43	)		(13	)
Net cash (used in) provided by investing activities	$	(1,255	)	$	37,647		$	(5,183	)
Financing activities
Dividends paid	$	(4,100	)	$	(40,000	)		—
Net cash used in financing activities		(4,100	)		(40,000	)		—
Change in cash and cash equivalents		(2,497	)		4,300			(970	)
Cash and cash equivalents at beginning of period		5,360			1,060			2,030
Cash and cash equivalents at end of period	$	2,863		$	5,360		$	1,060
Supplemental information:
Income taxes paid	$	4,081		$	5,428		$	4,544

See the accompanying notes to the financial statements

F-6

Union Security Life Insurance Company of New York

Notes to Financial Statements

December 31, 2005, 2004 and 2003

(In thousands except share data)

1. Nature of Operations

Union Security Life Insurance Company of New York (the “Company”), formerly know as First Fortis Life Insurance Company, is a provider of life and health insurance products. The Company is a wholly owned subsidiary of Assurant, Inc. (the “Parent”). Assurant, Inc. is traded on the New York Stock Exchange under the symbol AIZ.

The Company is domiciled in New York and is qualified to sell life, health and annuity insurance in the state of New York. The Company’s revenues are derived principally from group employee benefits and credit products. The Company offers insurance products, including life insurance policies, annuity contracts, and group life, accident and health insurance policies.

Effective September 6, 2005, the Company changed its name from First Fortis Life Insurance Company in association with the Parent’s initial public offering on February 5, 2004.

2. Summary of Significant Accounting Policies

Basis of Presentation

The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Dollar amounts are presented in U.S. dollars and all amounts are in thousands except for number of shares and per share amounts.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities. The most significant items on the Company’s balance sheet affected by the use of estimates are investments, reinsurance recoverables, deferred acquisition costs (“DAC”), deferred income taxes, goodwill, future policy benefits and expenses, unearned premiums, claims and benefits payable, deferred gain on disposal of business, and commitments and contingencies. The estimates are sensitive to market conditions, investment yields, mortality, morbidity, commissions and other acquisition expenses, policyholder behavior and other factors. Actual results could differ from the estimates reported. The Company believes the amounts reported are reasonable and adequate.

Comprehensive Income

Comprehensive income is comprised of net income and other comprehensive income, which includes foreign currency translation and unrealized gains and losses on securities classified as available for sale, less deferred income taxes.

Reclassifications

Certain prior period amounts have been reclassified to conform to the 2005 presentation.

Revenue Recognition

The Company recognizes and reports revenue when realized or realizable and earned. Revenue generally is realized or realizable and earned when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed or determinable, and collectibility is reasonably assured.

F-7

Union Security Life Insurance Company of New York

Notes to Financial Statements

December 31, 2005, 2004 and 2003

(In thousands except share data)

Investments

Fixed maturities and equity securities are classified as available-for-sale and reported at fair value. If the fair value is higher than the amortized cost for debt securities or the purchase cost for equity securities, the excess is an unrealized gain; and if lower than cost, the difference is an unrealized loss. The net unrealized gains and losses, less deferred income taxes are included in accumulated other comprehensive income.

Commercial mortgage loans on real estate are reported at unpaid balances, adjusted for amortization of premium or discount, less allowance for losses.

Policy loans are reported at unpaid principal balances, which do not exceed the cash surrender value of the underlying policies.

Short-term investments include all investment cash and short maturity investments. These amounts are reported at cost, which approximates fair value.

Other investments consist primarily of investments in joint ventures, partnerships, and invested assets associated with a modified coinsurance arrangement. The joint ventures and partnerships are valued according to the equity method of accounting. The invested assets related to a modified coinsurance arrangements are classified as trading securities and are reported at fair value.

The Company monitors its investment portfolio to identify investments that may be other than temporarily impaired. Changes in individual security values are monitored in order to identify potential credit problems. In addition, securities whose market price is equal to 85% or less of their original purchase price are added to the impairment watchlist, which is discussed at monthly meetings attended by members of the Company’s investment, accounting and finance departments. Any security whose price decrease is deemed other-than-temporary is written down to its then current market level with the amount of the writedown reported as a realized loss in that period. Assessment factors include, but are not limited to, the financial condition and rating of the issuer, any collateral held and the length of time the market value of the security has been below cost. Realized gains and losses on sales of investments and declines in value judged to be other-than-temporary are recognized on the specific identification basis.

Investment income is reported as earned net of investment expenses.

The Company anticipates prepayments of principal in the calculation of the effective yield for mortgage-backed securities and structured securities. The majority of the Company’s mortgage-backed securities and structured securities are of high credit quality. The retrospective method is used to adjust the effective yield.

Cash and Cash Equivalents

The Company considers cash on hand, all operating cash and working capital cash to be cash equivalents. These amounts are carried principally at cost, which approximates fair value. Cash balances are reviewed at the end of each reporting period to determine if negative cash balances exist. If negative cash balances do exist, the cash accounts are netted with other positive cash accounts of the same bank providing the right of offset exists between the accounts. If the right of offset does not exist, the negative cash balances are reclassified to accounts payable.

F-8

Union Security Life Insurance Company of New York

Notes to Financial Statements

December 31, 2005, 2004 and 2003

(In thousands except share data)

Receivables

The Company reports a receivable when revenue has been recognized and reported but not collected. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability to collect payments.

Reinsurance

Reinsurance recoverables include amounts related to paid benefits and estimated amounts related to unpaid policy and contract claims, future policyholder benefits and policyholder contract deposits. The cost of reinsurance is recognized over the terms of the underlying reinsured policies using assumptions consistent with those used to account for the policies. Amounts recoverable from reinsurers are estimated in a manner consistent with claim and claim adjustment expense reserves or future policy benefits reserves and are reported in the balance sheets. The cost of reinsurance related to long-duration contracts is recognized over the life of the underlying reinsured policies. The ceding of insurance does not discharge the Company’s primary liability to insureds. An estimated allowance for doubtful accounts is recorded on the basis of periodic evaluations of balances due from reinsurers, reinsurer solvency, management’s experience, and current economic conditions.

Reinsurance balances payable are reported for reinsurance assumed based upon ceding entities’ estimations.

Funds held under reinsurance represent amounts contractually held from assuming companies in accordance with reinsurance agreements.

Reinsurance premiums assumed are calculated based upon payments received from ceding companies together with accrual estimates, which are based on both payments received and in force policy information received from ceding companies. Any subsequent differences arising on such estimates are recorded in the period in which they are determined.

Income Taxes

The Company reports its taxable income in a consolidated federal income tax return along with other affiliated subsidiaries of Assurant. Income tax expense or credit is allocated among the affiliated subsidiaries by applying corporate income tax rates to taxable income or loss determined on a separate return basis according to a tax allocation agreement.

Current federal income taxes are charged to operations based upon amounts estimated to be payable or recoverable as a result of taxable operations for the current year. Deferred income taxes are recognized for temporary differences between the financial reporting basis and income tax basis of assets and liabilities, based on enacted tax laws and statutory tax rates applicable to the periods in which we expect the temporary differences to reverse. The Company is required to establish a valuation allowance for any portion of the deferred tax assets that management believes will not be realized. In the opinion of management, it is more likely than not that the Company will realize the benefit of the deferred tax assets and, therefore, no such valuation allowance has been established.

Deferred Acquisition Costs

The costs of acquiring new business that vary with and are primarily related to the production of new business are deferred to the extent that such costs are deemed recoverable from future premiums or gross profits. Acquisition costs primarily consist of commissions, policy issuance expenses, and certain direct marketing expenses.

F-9

Union Security Life Insurance Company of New York

Notes to Financial Statements

December 31, 2005, 2004 and 2003

(In thousands except share data)

Loss recognition testing is performed annually and reviewed quarterly. Such testing involves the use of best estimate assumptions including the anticipation of interest income to determine if anticipated future policy premiums are adequate to recover all DAC and related claims, benefits and expenses. To the extent a premium deficiency exists, it is recognized immediately by a charge to the statement of operations and a corresponding reduction in DAC. If the premium deficiency is greater than unamortized DAC, a liability will be accrued for the excess deficiency.

Long Duration Contracts

Acquisition costs on the Fortis Financial Group (“FFG”) and Long-Term Care (“LTC”) disposed businesses were written off when the businesses were sold.

Short Duration Contracts

Acquisition costs relating to monthly pay credit insurance business consist mainly of direct marketing costs and are deferred and amortized over the estimated average terms and balances of the underlying contracts.

Acquisition costs relating to group term life, group disability and group dental consist primarily of new business underwriting, field sales support, commissions to agents and brokers, and compensation to sales representatives. These acquisition costs are front-end loaded; thus they are deferred and amortized over the estimated terms of the underlying contracts.

Goodwill

Goodwill represents the excess of acquisition costs over the net fair values of identifiable assets acquired and liabilities assumed in a business combination. Goodwill is deemed to have an indefinite life and is not amortized, but rather tested at least annually for impairment. The goodwill impairment test has two steps. The first identifies potential impairments by comparing the fair value of a reporting unit with its book value, including goodwill. If the fair value of the reporting unit exceeds the carrying amount, goodwill is not impaired and the second step is not required. If the carrying value exceeds the fair value, the second step calculates the possible impairment loss by comparing the implied fair value of goodwill with the carrying amount. If the implied goodwill is less than the carrying amount, a write down is recorded. The fair value is based on an evaluation of ranges of future discounted earnings, public company trading multiples and acquisitions of similar companies. Certain key assumptions considered include forecasted trends in revenues, operating expenses and effective tax rates.

The Company adopted the Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standard (“SFAS”) No. 142, Goodwill and Other Intangible Assets, on January 1, 2002. As part of the adoption of SFAS 142, the Company is required to test goodwill on at least an annual basis. The Company performed a January 1, 2005 impairment test during the first quarter and concluded that goodwill is not impaired. Effective September 30, 2005, the Company changed the date of its annual goodwill impairment test to the fourth quarter based on actual data through October 1st. The Company determined this change in accounting principle is preferable because it will allow management to incorporate this test into the normal flow of the financial planning and reporting cycle and provide more timely analysis on the recoverability of goodwill. The Company’s fourth quarter 2005 impairment test also concluded that goodwill is not impaired.

F-10

Union Security Life Insurance Company of New York

Notes to Financial Statements

December 31, 2005, 2004 and 2003

(In thousands except share data)

Other Assets

Other assets include prepaid items and intangible assets. Identifiable intangible assets with finite lives, including costs capitalized relating to developing software for internal use, are amortized on a straight-line basis over their estimated useful lives. The Company tests the intangible assets for impairment whenever circumstances warrant, but at least annually. If impairment exists, then excess of the unamortized balance over the fair value of the intangible assets will be charged to earnings at that time.

Separate Accounts

Assets and liabilities associated with separate accounts relate to premium and annuity considerations for variable life and annuity products for which the contract-holder, rather than the Company, bears the investment risk. Separate account assets are reported at fair value. Revenues and expenses related to the separate account assets and liabilities, to the extent of benefits paid or provided to the separate account policyholders, are excluded from the amounts reported in the accompanying statements of operations.

Prior to April 2, 2001, the Company had issued variable insurance products registered as securities under the Securities Act of 1933. These products featured fixed premiums, a minimum death benefit, and policyholder returns linked to an underlying portfolio of securities. The variable insurance products issued by the Company have been 100% reinsured with The Hartford Financial Services Group Inc. (“The Hartford”).

Reserves

Reserves are established according to GAAP, using generally accepted actuarial methods and are based on a number of factors. These factors include experience derived from historical claim payments and actuarial assumptions to arrive at loss development factors. Such assumptions and other factors include trends, the incidence of incurred claims, the extent to which all claims have been reported, and internal claims processing charges. The process used in computing reserves cannot be exact, particularly for liability coverages, since actual claim costs are dependent upon such complex factors as inflation, changes in doctrines of legal liabilities and damage awards. The methods of making such estimates and establishing the related liabilities are periodically reviewed and updated.

Reserves do not represent an exact calculation of exposure, but instead represent our best estimates, generally involving actuarial projections at a given time, of what we expect the ultimate settlement and administration of a claim or group of claims will cost based on our assessment of facts and circumstances then known. The adequacy of reserves will be impacted by future trends in claims severity, frequency, judicial theories of liability and other factors. These variables are affected by both external and internal events, such as: changes in the economic cycle, changes in the social perception of the value of work, emerging medical perceptions regarding physiological or psychological causes of disability, emerging health issues and new methods of treatment or accommodation, inflation, judicial trends, legislative changes and claims handling procedures.

Many of these items are not directly quantifiable, particularly on a prospective basis. Reserve estimates are refined as experience develops. Adjustments to reserves, both positive and negative, are reflected in the statement of operations of the period in which such estimates are updated. Because establishment of reserves is an inherently uncertain process involving estimates of future losses, there can be no certainty that ultimate losses will not exceed existing claims reserves. Future loss development could require reserves to be increased, which could have a material adverse effect on our earnings in the periods in which such increases are made.

F-11

Union Security Life Insurance Company of New York

Notes to Financial Statements

December 31, 2005, 2004 and 2003

(In thousands except share data)

Long Duration Contracts

Future policy benefits and expense reserves on LTC, life insurance policies and annuity contracts that are no longer offered and the traditional life insurance contracts within the Company are reported at the present value of future benefits to be paid to policyholders and related expenses less the present value of the future net premiums. These amounts are estimated and include assumptions as to the expected investment yield, inflation, mortality, morbidity and withdrawal rates as well as other assumptions that are based on the Company’s experience. These assumptions reflect anticipated trends and include provisions for possible unfavorable deviations.

Future policy benefits and expense reserves for universal life insurance policies and investment-type annuity contracts no longer offered and the variable life insurance and investment-type annuity contracts in the Company consist of policy account balances before applicable surrender charges and certain deferred policy initiation fees that are being recognized in income over the terms of the policies. Policy benefits charged to expense during the period include amounts paid in excess of policy account balances and interest credited to policy account balances.

Changes in the estimated liabilities are reported as a charge or credit to policyholder benefits as the estimates are revised.

Short Duration Contracts

For short duration contracts, claims and benefits payable reserves are reported when insured events occur. The liability is based on the expected ultimate cost of settling the claims. The claims and benefits payable reserves include (1) case reserves for known but unpaid claims as of the balance sheet date; (2) incurred but not reported (“IBNR”) reserves for claims where the insured event has occurred but has not been reported to the Company as of the balance sheet date; and (3) loss adjustment expense reserves for the expected handling costs of settling the claims.

For group disability, the case reserves and the IBNR are reported at an amount equal to the net present value of the expected claims future payments. Group long-term disability and group term life waiver of premiums reserves are discounted to the valuation date at the valuation interest rate. The valuation interest rate is reviewed quarterly by taking into consideration actual and expected earned rates on our asset portfolio, with adjustments for investment expenses and provisions for adverse deviation. Group long term disability and group term life reserve adequacy studies are performed annually, and morbidity and mortality assumptions are adjusted where appropriate.

Unearned premium reserves are maintained for the portion of the premiums on short duration contracts that is related to the unexpired period of the policies.

Changes in the estimated liabilities are reported as a charge or credit to policyholder benefits as estimates are revised.

Deferred Gain on Disposal of Businesses

The Company reports deferred gain on disposal of businesses for disposals utilizing reinsurance. On March 1, 2000, the Company sold its LTC business using a coinsurance contract. On April 2, 2001, the Company sold its annuity business using a modified coinsurance contract. Since the form of sale did not discharge the Company’s primary liability to the insureds, the gain on these disposals was deferred

F-12

Union Security Life Insurance Company of New York

Notes to Financial Statements

December 31, 2005, 2004 and 2003

(In thousands except share data)

and reported as a liability and decreased as it is recognized and reported as revenue over the estimated life of the contracts’ terms. The Company reviews and evaluates the estimates affecting the deferred gain on disposal of businesses annually or when significant information affecting the estimates becomes known to the Company.

Premiums

Long Duration Contracts

Premiums for LTC insurance and traditional life insurance contracts within the annuity business are recognized and reported as revenue when due from the policyholder. For universal life insurance and investment-type annuity contracts within the annuity business, revenues consist of charges assessed against policy balances. For the annuity business and LTC businesses previously sold, all revenue is ceded.

Short Duration Contracts

The Company’s short duration contracts are those on which the Company recognizes and reports revenue on a pro-rata basis over the contract term. The Company’s short duration contracts primarily include group term life, group disability, dental, and credit life and disability.

Fee Income

The Company primarily derives income from fees received from providing administrative services. Fee income is recognized and reported when services are performed.

Underwriting, General and Administrative Expenses

Underwriting, general and administrative expenses consist primarily of commissions, premium taxes, licenses, fees, amortization of DAC, salaries and personnel benefits and other general operating expenses. These expenses are reported as incurred.

Leases

The Company reports expenses for operating leases on a straight-line basis over the lease term.

Contingencies

The Company follows SFAS No. 5, Accounting for Contingencies (“SFAS No. 5”). This requires the Company to evaluate each contingent matter separately. A loss is reported if reasonably estimable and probable. The Company establishes reserves for these contingencies at the best estimate, or if no one estimated number within the range of possible losses is more probable than any other, the Company reports an estimated reserve at the low end of the estimated range. Contingencies affecting the Company include litigation matters which are inherently difficult to evaluate and are subject to significant changes.

Recent Accounting Pronouncements

In December 2004, FASB issued Statement of Financial Accounting Standards 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 no longer will be 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 permitted transition methods include either retrospective or prospective adoption. Under the retrospective option, prior periods may be restated either as of the beginning of the year of adoption or for all periods presented for all unvested stock options beginning with the first period presented. The prospective method requires that compensation expense be recorded for all unvested stock options at the beginning of the first quarter of adoption of FAS 123R. In April 2005, the Securities and Exchange Commission approved a new rule for public companies which delays the effective date of FAS 123R. Under the new rule, public companies are required to adopt FAS 123R in the first annual period after June 15, 2005, and, therefore, the Company is required to adopt FAS 123R by the first quarter of 2006. Except for this deferral of the effective date, the guidance in FAS 123R is unchanged. The Company does not expect the adoption of FAS 123R to have a material impact on the Company’s financial statements.

F-13

Union Security Life Insurance Company of New York

Notes to Financial Statements

December 31, 2005, 2004 and 2003

(In thousands except share data)

In June 2005, the FASB issued Statement of Financial Accounting Standards 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 principle. 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. FAS 154 is effective for accounting changes made in fiscal years beginning after December 15, 2005 but does not change the transition provisions of any existing accounting pronouncements. The Company does not believe the adoption of FAS 154 will have a material effect on our consolidated financial position or results of operations.

In September 2005, the AICPA issued Statement of Position 05-1, Accounting by Insurance Enterprises for Deferred Acquisition Costs in Connection with Modifications or Exchanges of Insurance Contracts, (“SOP 05-1”). SOP 05-1 provides guidance on internal replacements of insurance and investment contracts. An internal replacement is a modification in product benefits, features, rights or coverages that occurs by the exchange of a contract for a new contract, or by amendment, endorsement, or rider to a contract, or by the election of a feature or coverage within a contract. Modifications that result in a new contract that is substantially different from the replaced contract are accounted for as an extinguishment of the replaced contract, and the associated unamortized DAC, unearned revenue liabilities and deferred sales inducements from the replaced contract must be reported as an expense immediately. Modifications resulting in a new contract that is substantially the same as the replaced contract are accounted for as a continuation of the replaced contract. SOP 05-1 is effective for internal replacements occurring in fiscal years beginning after December 15, 2006. The Company is currently evaluating the requirements of SOP 05-1 and the potential impact on the Company’s financial statements.

In February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments—an amendment of FASB Statements No. 133 and 140 (“SFAS 155”). This statement resolves issues addressed in SFAS 133 Implementation Issue No. D1, Application of Statement 133 to Beneficial Interest in Securitized Financial Assets. SFAS 155 (a) permits fair value remeasurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation; (b) clarifies which interest-only strips and principal-only strips are not subject to the requirements of SFAS 133; (c) establishes a requirement to evaluate beneficial interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation; (d) clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives; and (e) eliminates restrictions on a qualifying special-purpose entity’s ability to hold passive derivative financial instruments that pertain to beneficial interests that are or contain a derivative financial instrument. SFAS 155 also requires presentation within the financial statements that identifies those hybrid financial instruments for which the fair value election has been applied and information on the income statement impact of the changes in fair value of those instruments. The Company is required to apply SFAS 155 to all financial instruments acquired, issued or subject to a remeasurement event beginning January 1, 2007. The Company does not expect the adoption of SFAS 155 to have a material impact on the Company’s financial statements.

3. Investments

The amortized cost and fair value of fixed maturities and equity securities as of December 31, 2005 were as follows:

	Cost or Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Fixed maturities
Bonds:
United States Government and government agencies and authorities	$	21,735	$	716	$	(167	)	$	22,284
States, municipalities and political subdivisions		3,326		250		—			3,576
Foreign governments		2,798		218		(18	)		2,998
Public utilities		15,493		987		(20	)		16,460
All other corporate bonds		70,628		3,969		(311	)		74,286
Total fixed maturities		113,980		6,140		(516	)		119,604
Equity securities
Non-redeemable preferred stocks:
Non-sinking fund preferred stocks		9,046		60		(316	)		8,790
Total equity securities	$	9,046	$	60	$	(316	)	$	8,790

F-14

Union Security Life Insurance Company of New York

Notes to Financial Statements

December 31, 2005, 2004 and 2003

(In thousands except share data)

The amortized cost and fair value of fixed maturities as of December 31, 2004 were as follows:

	Cost or Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Fixed maturities
Bonds:
United States Government and government agencies and authorities	$	21,001	$	698	$	(22	)	$	21,677
States, municipalities and political subdivisions		2,777		276		—			3,053
Foreign governments		2,842		209		(5	)		3,046
Public utilities		16,376		1,670		(1	)		18,045
All other corporate bonds		73,279		6,172		(71	)		79,380
Total fixed maturities	$	116,275	$	9,025	$	(99	)	$	125,201
Equity securities
Non-redeemable preferred stocks:
Non-sinking fund preferred stocks	$	8,514	$	142	$	(85	)	$	8,571
Total equity securities	$	8,514	$	142	$	(85	)	$	8,571

The amortized cost and fair value of fixed maturities at December 31, 2005 by contractual maturity are shown below. Expected maturities may differ from contractual maturities because issuers of the securities may have the right to call or prepay obligations with or without call or prepayment penalties.

	Amortized Cost		Fair Value
Due in one year or less	$	3,719	$	3,762
Due after one year through five years		17,855		18,468
Due after five years through ten years		32,776		33,734
Due after ten years		36,590		40,656
Total		90,940		96,620
Mortgage and asset backed securities		23,040		22,984
Total	$	113,980	$	119,604

Proceeds from sales of available for sale securities were $19,674, $61,535, and $33,378 during 2005, 2004 and 2003, respectively. Gross gains of $498, $1,474 and $1,247 and gross losses of $332, $427 and $560 were realized on sales of fixed maturities and equity securities in 2005, 2004 and 2003, respectively.

F-15

Union Security Life Insurance Company of New York

Notes to Financial Statements

December 31, 2005, 2004 and 2003

(In thousands except share data)

Major categories of net investment income were as follows:

	Years Ended December 31,
	2005			2004			2003
Fixed maturities	$	7,135		$	8,517		$	9,677
Equity securities		581			719			528
Commercial mortgage loans on real estate		645			337			—
Policy loans		7			4			3
Short-term investments		158			98			61
Other investments		275			185			185
Cash and cash equivalents		180			—			—
Investment expenses		(225	)		(122	)		(139	)
Net investment income	$	8,756		$	9,738		$	10,315

The net realized gains (losses) recorded in income for 2005, 2004 and 2003 are summarized as follows:

	Years Ended December 31,
	2005			2004			2003
Fixed maturities	$	172		$	1,060		$	628
Equity securities		(26	)		(13	)		21
Total marketable securities		146			1,047			649
Other		—			(228	)		(3	)
Total	$	146		$	819		$	646

The Company recorded $20, $0 and $38 of pre-tax realized losses in 2005, 2004 and 2003, respectively, associated with other-than-temporary declines in value of available for sale securities.

F-16

Union Security Life Insurance Company of New York

Notes to Financial Statements

December 31, 2005, 2004 and 2003

(In thousands except share data)

The investment category and duration of the Company’s gross unrealized losses on fixed maturities and equity securities at December 31, 2005 were as follows:

	Less than 12 months					12 Months or More					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
Fixed maturities
Bonds:
United States Government and government agencies and authorities	$	8,996	$	(154	)	$	496	$	(13	)	$	9,492	$	(167	)
States, municipalities and political subdivisions		—		—			—		—			—		—
Foreign governments		1,516		(18	)		—		—			1,516		(18	)
Public utilities		1,030		(17	)		48		(3	)		1,078		(20	)
All other corporate bonds		12,593		(268	)		707		(43	)		13,300		(311	)
Total fixed maturities	$	24,135	$	(457	)	$	1,251	$	(59	)	$	25,386	$	(516	)
Equity securities
Common stocks:
Public utilities	$	—	$	—		$	—	$	—		$	—	$	—
Banks, trusts and insurance companies		—		—			—		—			—		—
Industrial, miscellaneous and all other		—		—			—		—			—		—
Non-redeemable preferred stocks:
Non-sinking fund preferred stocks		5,168		(176	)		1,878		(140	)		7,046		(316	)
Total equity securities	$	5,168	$	(176	)	$	1,878	$	(140	)	$	7,046	$	(316	)

The total unrealized loss represents less than 3% of the aggregate fair value of the related securities. Approximately 76% of these securities in an unrealized loss position have been in a continuous loss position for less than twelve months. The total unrealized losses on securities that were in a continuous unrealized loss position for longer than six months but less than 12 months were approximately $158, with no security with a book value greater than $1,000 having a market value below 98% of book value.

As part of the Company’s ongoing monitoring process, the Company regularly reviews its 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. The Company has reviewed these securities and concluded that there were no additional other than temporary impairments as of December 31, 2005. 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 the Company’s evaluation of the fundamentals of the issuers’ financial condition, the Company believes that the securities in an unrealized loss status are not impaired and intends to hold them until recovery.

The Company has made commercial mortgage loans, collateralized by the underlying real estate, on properties located throughout the United States. At December 31, 2005, approximately 71% of the outstanding principal balance of commercial mortgage loans was concentrated in the states of New York, Washington, and Minnesota. A potential loss reserve based on historical data adjusted for current expectations is maintained and is typically between 1.25% and 2.25% of commercial mortgage loans on real estate. As of December 31, 2005 the reserve was approximately 1.4% of the unpaid principal of our commercial mortgage loans, or $200.

The Company had fixed maturities carried at $438 and $959 at December 31, 2005 and 2004, respectively, on deposit with various governmental authorities as required by law.

F-17

Union Security Life Insurance Company of New York

Notes to Financial Statements

December 31, 2005, 2004 and 2003

(In thousands except share data)

4. Income Taxes

The Company is subject to U.S. taxes. Starting in 2003, it is part of the U.S. consolidated federal income tax return with its parent, Assurant, Inc. Information about the Company’s current and deferred tax expense is as follows:

	Years Ended December 31,
	2005		2004		2003
Current expense:
Federal	$	5,209	$	2,406	$	3,837
Total current expense		5,209		2,406		3,837
Deferred expense
Federal		748		2,226		670
Total deferred expense		748		2,226		670
Total income tax expense	$	5,957	$	4,632	$	4,507

A reconciliation of the federal income tax rate to the Company’s effective income tax rate is as follows:

	December 31,
	2005		2004		2003
Federal income tax rate	35.0	%	35.0	%	35.0	%
Reconciling items:
Tax exempt interest	(0.2	)	(0.3	)	(0.2	)
Dividends received deduction	(0.2	)	(0.4	)	(0.7	)
Permanent nondeductible expenses	0.3		—		0.2
Change in reserve for prior year taxes	(0.4	)	(6.0	)	—
Other	(0.2	)	(0.4	)	(0.3	)
Effective income tax rate:	34.3	%	27.9	%	34.0	%

F-18

Union Security Life Insurance Company of New York

Notes to Financial Statements

December 31, 2005, 2004 and 2003

(In thousands except share data)

The tax effects of temporary differences that result in significant deferred tax assets and deferred tax liabilities are as follows:

	December 31,
	2005		2004
Deferred tax assets:
Policyholder and separate account reserves	$	—	$	404
Accrued liabilities		136		166
Deferred acquisition costs		1,073		1,300
Deferred gains on reinsurance		1,909		2,272
Investment adjustment		115		19
Other assets		723		464
Gross deferred tax assets		3,956		4,625
Deferred tax liabilities:
Policyholder and separate account reserves		78		—
Unrealized gains on fixed maturities and equities		1,879		3,144
Gross deferred tax liabilities		1,957		3,144
Net deferred income tax asset	$	1,999	$	1,481

As of December 31, 2005, the Company had capital loss carryforwards for U.S. federal income tax purposes. Capital loss carryforwards related to other assets in the table above total $2,065 and will expire in 2010 if unused.

5. Stockholder’s Equity

The Board of Directors of the Company has authorized 100,000 shares of common stock with a stated value of $20 per share. All the shares are issued and outstanding as of December 31, 2005 and 2004. All the outstanding shares at December 31, 2005 are owned by Assurant, Inc. (see Note 1). The Company paid dividends of $4,100, $40,000, and $0 at December 31, 2005, 2004 and 2003, respectively.

The maximum amount of dividends which can be paid by the State of New York insurance companies to shareholders without prior approval of the Insurance Commissioner is subject to restrictions relating to statutory surplus (see Note 6).

6. Statutory Information

Statutory-basis financial statements are prepared in accordance with accounting practices prescribed or permitted by the New York Department of Commerce. Prescribed SAP includes the Accounting Practices and Procedures Manual of the National Association of Insurance Commissioners (“NAIC”) as well as state laws, regulations and administrative rules.

The principal differences between statutory accounting principles (“SAP”) and GAAP are: 1) policy acquisition costs are expensed as incurred under SAP, but are deferred and amortized under GAAP; 2) the value of business acquired is not capitalized under SAP but is under GAAP; 3) amounts collected from holders of universal life-type and annuity products are recognized as premiums when collected under SAP, but are initially recorded as contract deposits under GAAP, with cost of insurance recognized as revenue when assessed and other contract charges recognized over the periods for which

F-19

Union Security Life Insurance Company of New York

Notes to Financial Statements

December 31, 2005, 2004 and 2003

(In thousands except share data)

services are provided; 4) the classification and carrying amounts of investments in certain securities are different under SAP than under GAAP; 5) the criteria for providing asset valuation allowances, and the methodologies used to determine the amounts thereof, are different under SAP than under GAAP; 6) the timing of establishing certain reserves, and the methodologies used to determine the amounts thereof, are different under SAP than under GAAP; 7) certain assets are not admitted for purposes of determining surplus under SAP; 8) methodologies used to determine the amounts of deferred taxes and goodwill are different under SAP than under GAAP; and 9) the criteria for obtaining reinsurance accounting treatment is different under SAP than under GAAP.

Reconciliations of net income and stockholder’s equity on the basis of statutory accounting to the related amounts presented in the accompanying statements were as follows:

	Net Income									Shareholder’s Equity
	2005			2004			2003			2005			2004
Based on statutory accounting practices	$	10,538		$	11,088		$	10,190		$	49,026		$	43,039
Deferred policy acquisition costs		314			181			(628	)		1,437			1,123
Deferred and uncollected premiums		(87	)		1,006			(932	)		162			104
Policy reserves		602			591			(798	)		2,614			2,002
Investment valuation difference		—			—			—			5,035			8,636
Commissions		534			99			426			(11	)		(134	)
Deferred taxes		—			—			—			—			(1,305	)
Deferred gain on disposal of businesses		211			320			1,896			(5,451	)		(6,492	)
Unearned ceding fee		147			612			—			(448	)		(827	)
Amounts payable reinsurance ceded		—			—			—			942			25
Funds held under reinsurance treaty unauthorized reinsurer		—			—			—			—			—
Realized gains (losses) on investments		118			497			547			—			—
Amortization of goodwill		—			—			—			2,038			2,038
Income taxes		(747	)		(2,226	)		(339	)		681			1,481
Pension		(149	)		(154	)		(61	)		(450	)		(300	)
Amortization of IMR		(77	)		(37	)		(5	)		—			—
Reinsurance in unauthorized companies		—			—			—			—			48
Interest maintenance reserve		—			—			—			596			569
Asset valuation reserve		—			—			—			1,012			1,182
Agents balances		—			—			—			(3	)		54
Other		—			—			(1,559	)		(737	)		246
Based on generally accepted accounting principles	$	11,404		$	11,977		$	8,737		$	56,443		$	51,489

Insurance enterprises are required by State Insurance Departments to adhere to minimum risk-based capital (RBC) requirements developed by the NAIC. The Company exceeds the minimum RBC requirements.

Dividend distributions to the Parent are restricted as to the amount by state regulatory requirements. A dividend is extraordinary when combined with all other dividends and distributions made with in the preceding 12 months exceeds the greater of 10% of the insurers surplus as regards to policyholders on December 31 of the next preceding year, or the net gain from operations. In 2005, the Company declared and paid dividends of $4,100, all of which were ordinary. In 2004, the Company declared and paid dividends of $40,000, of which $7,160 was ordinary and $32,840 was extraordinary. In 2003, the Company declared no dividends. The Company has the ability, under state regulatory requirements, to dividend up to $4,703 to its parent in 2006 without permission from New York regulators.

7. Reinsurance

In the ordinary course of business, the Company is involved in both the assumption and cession of reinsurance with non-affiliated companies. The following table provides details of the reinsurance recoverables balance for the years ended December 31:

	2005		2004
Ceded future policy holder benefits and expense	$	35,688	$	29,085
Ceded unearned premium		12,167		18,139
Ceded claims and benefits payable		44,225		44,291
Ceded paid losses		2,580		2,092
Total	$	94,660	$	93,607

F-20

Union Security Life Insurance Company of New York

Notes to Financial Statements

December 31, 2005, 2004 and 2003

(In thousands except share data)

The changes in direct premiums and premiums ceded were as follows:

	Years Ended December 31,
	2005									2004									2003
	Long Duration			Short Duration			Total			Long Duration			Short Duration			Total			Long Duration			Short Duration			Total
Gross earned
Premiums and considerations	$	11,247		$	70,879		$	82,126		$	10,930		$	79,285		$	90,215		$	11,442		$	97,379		$	108,821
Premiums assumed		—			11,402			11,402			—			13,174			13,174			—			6,513			6,513
Premiums ceded		(11,247	)		(22,683	)		(33,930	)		(10,930	)		(26,866	)		(37,796	)		(11,442	)		(34,686	)		(46,128	)
Net earned premiums and other considerations	$	—		$	59,598		$	59,598		$	—		$	65,593		$	65,593		$	—		$	69,206		$	69,206
Gross policyholder benefits	$	17,931		$	44,880		$	62,811		$	19,628		$	46,939		$	66,567		$	22,637		$	61,514		$	84,151
Benefits assumed		—			8,384			8,384			—			15,304			15,304			—			6,785			6,785
Benefits ceded		(17,925	)		(18,699	)		(36,624	)		(19,619	)		(19,520	)		(39,139	)		(22,628	)		(23,194	)		(45,822	)
Net policyholder benefits	$	6		$	34,565		$	34,571		$	9		$	42,723		$	42,732		$	9		$	45,105		$	45,114

The Company utilizes ceded reinsurance for loss protection and capital management and business divestitures.

Loss Protection and Capital Management

As part of the Company’s overall risk and capacity management strategy, the Company purchases reinsurance for certain risks underwritten by the Company, including significant individual or catastrophic claims, and to free up capital to enable the Company to write additional business.

Under indemnity reinsurance transactions in which the Company is the ceding insurer, the Company remains liable for policy claims if the assuming company fails to meet its obligations. To limit this risk, the Company has control procedures in place to evaluate the financial condition of reinsurers and to monitor the concentration of credit risk to minimize this exposure. The selection of reinsurance companies is based on criteria related to solvency and reliability and, to a lesser degree, diversification as well as on developing strong relationships with the Company’s reinsurers for the sharing of risks.

Business Divestitures

The Company has used reinsurance to exit certain businesses. Assets backing ceded liabilities related to this business are held in trust for the benefit of the Company and are reflected in the Company’s balance sheet.

In 2001, the Company entered into a reinsurance agreement with the Hartford for the sale of its annuity business. The reinsurance recoverable from the Hartford was $5,840 and $5,559 as of December 31, 2005 and 2004, respectively. The Company would be responsible to administer this business in the event of a default by reinsurers. In addition, under the reinsurance agreement, the Hartford is obligated to contribute funds to increase the value of the separate account assets relating to modified guaranteed annuity business sold if such value declines below the value of the associated liabilities. If the Hartford fails to fulfill these obligations, the Company will be obligated to make these payments.

In 2000, the Company divested its LTC operations to John Hancock. Reinsurance recoverable from John Hancock was $36,278 and $28,862 as of December 31, 2005 and 2004, respectively.

F-21

Union Security Life Insurance Company of New York

Notes to Financial Statements

December 31, 2005, 2004 and 2003

(In thousands except share data)

8. Reserves

The following table provides reserve information by major lines of business as of:

	December 31, 2005						December 31, 2004
	Future Policy Benefits and Expenses		Unearned Premiums		Claims and Benefits Payable		Future Policy Benefits and Expenses		Unearned Premiums		Claims and Benefits Payable
Long Duration Contracts:
FFG and other disposed businesses	$	35,762	$	4,125	$	4,038	$	29,168	$	2,648	$	2,689
Short Duration Contracts:
Group term life		—		63		18,632		—		103		20,045
Group disability		—		218		93,253		—		129		92,641
Medical		—		4		1,279		—		6		2,144
Dental		—		33		1,598		—		95		1,939
Credit Life and Disability		—		9,565		16,376		—		17,921		19,389
Other		—		—		—		—		—		423
Total	$	35,762	$	14,008	$	135,176	$	29,168	$	20,902	$	139,270

The Company’s short duration contract group disability category includes short and long term disability products. Claims and benefits payable for long-term disability have been discounted at 5.25%. The December 31, 2005 and 2004 liabilities include $63,686 and $64,386, respectively, of such reserves. The amount of discounts deducted from outstanding reserves as of December 31, 2005 and 2004 are $20,946 and $20,747, respectively.

9. Fair Value Disclosures

Statement of Financial Accounting Standards No. 107, Disclosures About Fair Value of Financial Instruments (“FAS 107”) requires disclosure of fair value information about financial instruments, as defined therein, for which it is practicable to estimate such fair value. These financial instruments may or may not be recognized in the balance sheets. In the measurement of the fair value of certain financial instruments, if quoted market prices were not available other valuation techniques were utilized. These derived fair value estimates are significantly affected by the assumptions used. Additionally, FAS 107 excludes certain financial instruments including those related to insurance contracts.

In estimating the fair value of the financial instruments presented, the Company used the following methods and assumptions:

Cash, cash equivalents and short-term investments: the carrying amount reported approximates fair value because of the short maturity of the instruments.

Fixed maturity securities: the fair value for fixed maturity securities is based on quoted market prices, where available. For fixed maturity securities not actively traded, fair values are estimated using values obtained from independent pricing services or, in the case of private placements, are estimated by discounting expected future cash flows using a current market rate applicable to the yield, credit quality, and maturity of the investments.

Equity securities: fair value of equity securities and non-sinking fund preferred stocks is based upon quoted market prices.

Commercial mortgage loans and policy loans: the fair values of mortgage loans are estimated using discounted cash flow analyses, based on interest rates currently being offered for similar loans to borrowers with similar credit ratings. Mortgage loans with similar characteristics are aggregated for purposes of the calculations. The carrying amounts of policy loans are reported in the balance sheets at amortized cost, which approximates fair value.

F-22

Union Security Life Insurance Company of New York

Notes to Financial Statements

December 31, 2005, 2004 and 2003

(In thousands except share data)

Other investments: the fair values of joint ventures are based on financial statements provided by partnerships or members. The invested assets related to a modified coinsurance arrangement and the AIP are classified as trading securities and are reported at fair value. The carrying amounts of the remaining other investments approximate fair value.

Policy reserves under investment products: the fair values for the Company’s policy reserves under the investment products are determined using cash surrender value.

Separate account assets and liabilities: separate account assets and liabilities are reported at their estimated fair values in the balance sheet.

	December 31, 2005				December 31, 2004
	Carrying Value		Fair Value		Carrying Value		Fair Value
Financial assets
Cash and cash equivalents	$	2,863	$	2,863	$	5,360	$	5,360
Fixed maturities		119,604		119,604		125,201		125,201
Equity securities		8,790		8,790		8,571		8,571
Commercial mortgage loans on real estate		13,996		14,355		9,125		9,627
Policy loans		98		98		80		80
Short-term investments		3,341		3,341		4,575		4,575
Other investments		3,028		3,028		3,565		3,565
Assets held in separate accounts		25,343		25,343		32,446		32,446
Financial liabilities
Policy reserves under investment products (Individual and group annuities, subject to discretionary withdrawal)	$	5,462	$	5,402	$	5,286	$	5,177
Liabilities related to separate accounts		25,343		25,343		32,446		32,446

The fair value of the Company’s liabilities for insurance contracts other than investment-type contracts are not required to be disclosed. However, the fair values of liabilities under all insurance contracts are taken into consideration in the Company’s overall management of interest rate risk, such that the Company’s exposure to changing interest rates is minimized through the matching of investment maturities with amounts due under insurance contracts.

10. Retirement and Other Employee Benefits

The Parent sponsors a defined benefit pension plan and certain other post retirement benefits covering employees and certain agents who meet eligibility requirements as to age and length of service. Plan assets of the defined benefit plans are not specifically identified by each participating subsidiary. Therefore, a breakdown of plan assets is not reflected in these financial statements. The Company has no legal obligation for benefits under these plans. The benefits are based on years of service and career compensation. The Parent’s pension plan funding policy is to contribute amounts to the plan sufficient to meet the minimum funding requirements set forth in the Employee Retirement Income Security Act of 1974, plus additional amounts as the Parent may determine to be appropriate from time to time up to the maximum permitted, and to charge each subsidiary an allocable amount based on its employee census. Pension cost allocated to the Company amounted to approximately $124, $108 and $61 for 2005, 2004 and 2003, respectively.

F-23

Union Security Life Insurance Company of New York

Notes to Financial Statements

December 31, 2005, 2004 and 2003

(In thousands except share data)

The Company participates in a contributory profit sharing plan, sponsored by our Parent, covering employees and certain agents who meet eligibility requirements as to age and length of service. Benefits are payable to participants on retirement or disability and to the beneficiaries of participants in the event of death. For employees hired on or before December 31, 2000, the first 3% of an employee’s contribution is matched 200% by the Company. The second 2% is matched 50% by the Company. For employees hired after December 31, 2000, the first 3% of an employee’s contribution is matched 100% by the Company. The second 2% is matched 50% by the Company. The amount expensed was approximately $33, $15 and $42 for 2005, 2004 and 2003, respectively.

With respect to retirement benefits, the Company participates in other health care and life insurance benefit plans (postretirement benefits) for retired employees, sponsored by our Parent. Health care benefits, either through the Parent’s sponsored retiree plan for retirees under age 65 or through a cost offset for individually purchased Medigap policies for retirees over age 65, are available to employees who retire on or after January 1, 1993, at age 55 or older, with 10 years or more service. Life insurance, on a retiree pay all basis, is available to those who retire on or after January 1, 1993. During 2005, 2004 and 2003 the Company incurred expenses related to retirement benefits of $25, $37 and $23, respectively.

11. Deferred Policy Acquisition Costs

Information regarding deferred policy acquisition costs follows:

	December 31,
	2005			2004			2003
Beginning Balance	$	1,123		$	942		$	1,570
Costs deferred		1,295			428			146
Amortization		(981	)		(247	)		(774	)
Ending Balance	$	1,437		$	1,123		$	942

12. Goodwill

Information regarding goodwill follows:

	December 31,
	2005		2004		2003
Beginning Balance	$	2,038	$	2,038	$	1,971
Acquisitions		—		—		67
Ending Balance	$	2,038	$	2,038	$	2,038

13. Related Party Transactions

The Company received various services from the Parent. These services include assistance in benefit plan administration, corporate insurance, accounting, tax, auditing, investment, information systems, actuarial and other administrative functions. The fees paid for these services for years ended December 31, 2005, 2004 and 2003 were $9,137, $4,192 and $4,236, respectively.

F-24

Union Security Life Insurance Company of New York

Notes to Financial Statements

December 31, 2005, 2004 and 2003

(In thousands except share data)

Administrative expenses allocated for the Company may be greater or less than the expenses that would be incurred if the Company were operating as a separate company.

The Company cedes group liability business to its affiliate, Union Security Insurance Company (“USIC”). The Company has ceded $6,588, $6,526 and $5,847 of premium to USIC in 2005, 2004 and 2003, respectively. The Company has ceded $24,879, $23,533 and $22,096 of reserves in 2005, 2004 and 2003, respectively, to USIC.

14. Commitments and Contingencies

The Company leases office space and equipment under operating lease arrangements. Certain facility leases contain escalation clauses based on increases in the lessors’ operating expenses. At December 31, 2005, the aggregate future minimum lease payment under operating lease agreements that have initial or non-cancelable terms in excess of one year are:

2006	$	718
2007		555
2008		558
2009		179
2010 and thereafter		119
Total minimum future lease payments	$	2,129

Rent expense was $623, $333 and $405 for 2005, 2004 and 2003 respectively.

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, the Company does not believe that any pending matter will have a material adverse effect on the Company’s business, financial condition or results of operations.

F-25

EX-3.3

Exhibit 3.3

AMENDED AND RESTATED

CHARTER

OF

FIRST FORTIS LIFE INSURANCE COMPANY

Under Section 807 of the New York Business Corporation Law

and Under Section 1206 of the New York Insurance Law

I. The corporation was originally formed under the name Securance Life Insurance Company. The corporation’s charter was originally filed by the New York Department of Insurance on August 17, 1971.

II. This Amended and Restated Charter amends the corporation’s charter to effect the following changes:

(a) To change the name of the corporation;

(b) To update the definitions of the kinds of insurance to be transacted by the corporation;

(c) To change the amount of admitted assets that would require additional directors;

(d) To change the date upon which the corporation’s annual meeting of stockholders may be held;

(e) To change the number of directors who must be residents of the State of New York, in conformity with the New York Insurance Law;

(f) To delete the names and addresses of the directors; and

(g) To add a provision limiting the personal liability of directors.

III. The text of the corporation’s charter is hereby restated as amended to be effective as of September 6, 2005, and to read as set forth below in full:

1. The name of the corporation is UNION SECURITY LIFE INSURANCE COMPANY OF NEW YORK.

2. The principal office of this corporation shall be located in the County of Onondaga, State of New York.

3. The kinds of insurance to be transacted by this corporation shall be:

A. “Life Insurance,” means every insurance upon the lives of human beings, and every insurance appertaining thereto, including the granting of endowment benefits, additional benefits in the event of death by accident, additional benefits to safeguard the contract from lapse, accelerated payments of part or all of the death benefit or a special surrender value upon (i) diagnosis of terminal illness defined as a life expectancy of twelve months or less, (ii) diagnosis of a medical condition requiring extraordinary medical care or treatment regardless of life expectancy, (iii) certification by a licensed health care practitioner of any condition which requires continuous care for the remainder of the insured’s life in an eligible facility or at home when the insured is chronically ill as defined by Section 7702 (B) of the Internal Revenue Code and regulations thereunder, provided the accelerated payments qualify under Section 101 (g)(3) of the Internal Revenue Code and all other applicable sections of federal law in order to maintain favorable tax treatment or (iv) certification by a licensed health care practitioner that the insured is chronically ill as defined by Section 7702 (B) of the Internal Revenue Code and regulations thereunder, provided the accelerated payments qualify under Section 101 (g)(3) of the Internal Revenue Code and all other applicable sections of federal law in order to maintain favorable tax treatment and the insurer that issues such policy is a qualified long term care insurance carrier under Section 4980c of the Internal Revenue Code or provide a special surrender value, upon total and permanent disability of the insured, and optional modes of settlement of proceeds. “Life Insurance” also includes additional benefits to safeguard the contract against lapse in the event of unemployment of the insured or in the event the insured is a resident of a nursing home. Amounts paid the insurer for life insurance and proceeds applied under optional modes of settlement or under dividend options may be allocated by the insurer to one or more separate accounts pursuant to section four thousand two hundred forty of this chapter.

B. “Annuities,” means all agreements to make periodical payments for a period certain or where the making or continuance of all or some of a series of such payments, or the amount of any such payment, depends upon the continuance of human life, except payments made under the authority of paragraph one hereof. Amounts paid the insurer to provide annuities and proceeds applied under optional modes of settlement or under dividend options may be allocated by the insurer to one or more separate accounts pursuant to section four thousand two hundred forty of this chapter.

C. “Accident and health insurance,” means

(i) Insurance against death or personal injury by accident or by any specified kind or kinds of accident and insurance against sickness, ailment or bodily injury, including insurance providing disability benefits pursuant to article nine of the workers’ compensation law, except as specified in item (ii) hereof; and

(ii) Non-cancellable disability insurance, meaning insurance against disability resulting from sickness, ailment or bodily injury (but excluding insurance solely against accidental injury) under any contract which does not give the insurer the option to cancel or otherwise terminate the contract at or after one year from its effective date or renewal date.

D. “Substantially similar kinds of insurance,” meaning such insurance which, in the opinion of the superintendent, is determined to be substantially similar to one of the foregoing kinds of insurance and thereupon for the purposes of this chapter shall be deemed to be included in that kind of insurance.

4. The mode and manner in which the corporate powers of this corporation shall be exercised are through a Board of Directors and through such officers and agents as said Board shall empower.

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5. The number of directors of this corporation shall be not less than nine (9) and not more than thirteen (13), provided that the number of directors shall be increased to not less than thirteen (13) within one year following the end of the calendar year in which the corporation exceeds one and one-half billion dollars ($1,500,000,000) in admitted assets.

6. The annual meeting of the stockholders of this corporation shall be held no earlier than April 15 and no later than May 15 of each calendar year at such place (within or without the State of New York) and at such date and hour as may be fixed from time to time by the Board of Directors and set forth in the notice of such meeting. At each such annual meeting directors shall be elected for the ensuing year to take office immediately upon election and hold office until the next annual meeting of stockholders of the corporation and until the successors of such directors are elected.

7. At each annual meeting of stockholders of the corporation, each stockholder of record on the books of the corporation who shall have held his or her shares in his or her own name at least thirty (30) days prior to the meeting shall be entitled to one vote in person or by proxy for each share of the stock so held by him or her.

8. Directors shall be chosen and elected by a plurality of the whole number of shares voted at the meeting.

9. If any vacancy or vacancies in the Board of Directors shall occur by death, resignation, removal or otherwise, the remaining members of the Board of Directors, at a meeting called for that purpose, or at a regular meeting, shall elect a director or directors to fill the vacancy or vacancies thus arising, and each director so elected shall hold office for the unexpired term of the director whose place he or she has taken.

10. At all times, each director of this corporation shall be at least eighteen years of age, a majority of the directors shall be citizens and residents of the United States, and at least two directors shall be residents of the State of New York.

11. The duration of the corporate existence of this corporation shall be perpetual.

12. The amount of capital of this corporation shall be Two Million Dollars, to be represented by One Hundred Thousand (100,000) shares of stock of a par value of Twenty Dollars ($20.00) per share.

13. The Board of Directors at its annual meeting, which shall be held immediately after the annual meeting of stockholders of this corporation, shall elect a President, one or more Vice Presidents, a Secretary and a Treasurer, and it may at its option at any time appoint or elect such other officers as shall from time to time be provided for in the bylaws of this corporation. Officers elected or appointed by the Board of Directors shall respectively hold office until the next annual meeting and until their successors are chosen and have qualified. Other officers shall serve at the pleasure of the Board of Directors unless otherwise provided in the bylaws.

14. Vacancies in the above elective offices occurring in the interval between annual meetings of the Board of Directors may be filled at any time by the Board of Directors, and the person or persons so elected shall hold office until his, her or their successors are chosen and become qualified.

15. Not less than one-third of the directors of this corporation (and, if the number of directors be less than twelve (12), then not less than four (4) directors of this corporation) and not less than one-third of the members of each committee of the Board of Directors of this corporation shall be

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persons who are not officers or employees of this corporation or of any entity controlling, controlled by or under common control with this corporation and who are not beneficial owners of a controlling interest in the voting stock of this corporation or any such entity. At least one such person must be included in any quorum for the transaction of business at any meeting of the Board of Directors or any committee thereof.

16. The Board of Directors shall establish one or more committees comprised solely of directors who are not officers or employees of this corporation or of any entity controlling, controlled by, or under common control with this corporation and who are not beneficial owners of a controlling interest in the voting stock of this corporation or any such entity. Such committee(s) shall have responsibility for recommending the selection of independent certified public accountants, reviewing the corporation’s financial condition, the scope and results of the independent audit and any internal audit, nominating candidates for director for election by stockholders or policyholders, and evaluating the performance of officers deemed by such committee or committees to be principal officers of this corporation and recommending to the Board of Directors the selection and compensation of such principal officers.

17. No director shall be personally liable to the corporation or any of its stockholders for damages for any breach of duty as a director; provided, however, that the foregoing provision shall not eliminate or limit (i) the liability of a director if a judgment or other final adjudication adverse to him or her establishes that his or her acts or omissions were in bad faith or involved intentional misconduct or were acts or omissions (a) which he or she knew or reasonably should have known violated the New York Insurance Law or (b) which violated a specific standard of care imposed on directors directly, and not by reference, by a provision of the New York Insurance Law (or any regulations promulgated thereunder) or (c) which constituted a knowing violation of any other law, or establishes that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled; or (ii) the liability of a director for any act or omission prior to the adoption of this amendment by the stockholders of the corporation.

IV. This Amended and Restated Charter was authorized by unanimous vote of the Board of Directors at a duly called meeting on May 3, 2005, and by consent resolutions adopted on May 20, 2005 by the corporation’s sole stockholder who owns 100% of the corporation’s outstanding shares entitled to vote thereon.

IN WITNESS WHEREOF, this Amended and Restated Charter has been subscribed to this 6th day of September, 2005 by the undersigned, who affirms under penalties of perjury that all the statements made therein are true.

UNION SECURITY LIFE INSURANCE
COMPANY OF NEW YORK formerly First Fortis Life Insurance Company
By:	/s/ P. Bruce Camacho
Name:	P. Bruce Camacho
Title:	President and Chief Executive Officer

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EX-3.4

EXHIBIT 3.4

UNION SECURITY LIFE INSURANCE COMPANY OF NEW YORK

BYLAWS

ARTICLE I

STOCKHOLDERS

Section 1.01. Annual Meetings. The annual meeting of the stockholders of this corporation shall be held no earlier than April 15 and no later than May 15 of each calendar year at such place (within or without the State of New York) and at such date and hour as may be fixed from time to time by the Board of Directors and set forth in the notice of such meeting. At each such annual meeting directors shall be elected for the ensuing year to take office immediately upon election and hold office until the next annual meeting of stockholders of the corporation and until the successors of such directors are elected.

Section 1.02. Special Meetings. Special meetings of the stockholders may be called at any time by the Chairman of the Board, the President, a majority of the Board of Directors, or the stockholders of record of a majority of the outstanding voting stock of the Corporation. A special meeting of the stockholders may be held at such place and time (within or without the State of New York) as shall be specified in the notice of such meeting. The business transacted at each such meeting shall be confined to the objects stated in the notice of meeting.

Section 1.03. Notice of Meetings. The Secretary shall cause written notice of the place, date, and hour of each meeting of the stockholders, and, in the case of a special meeting, the purpose or purposes for which such meeting is called, to be given, except as may be otherwise required by law, not less than 10 nor more than 50 days before the date of such meeting, to each stockholder of record entitled to vote at such meeting. The Board of Directors may fix, in advance, a record date which shall not be more than 50 nor less than 10 days before the date of such meeting. Notice may be delivered personally or sent by first class mail addressed to the stockholder at such stockholder’s address as it appears on the records of the Corporation and shall be deemed given upon mailing. Notice of any adjourned meeting of the stockholders of the Corporation need not be given, except as otherwise required by law.

Section 1.04. Waiver of Notice. Whenever notice is required to be given under any provision of law, the Charter, ByLaws or by resolution of the Board of Directors, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened, and makes such objection immediately upon the commencement thereof.

Section 1.05. Quorum. Except as otherwise required by law, the presence in person or by proxy of the holders of record of a majority of the stock entitled to vote at a meeting of stockholders shall constitute a quorum for the transaction of business at such meeting. When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any stockholder.

Section 1.06. Voting. Every holder of record of stock entitled to vote at a meeting of stockholders shall be entitled to one vote in person or by proxy for each share outstanding in such stockholder’s name on the books of the Corporation. Except as otherwise required by law, the Charter or these ByLaws, the vote of a majority of the shares represented in person or by proxy at any meeting at which a quorum is present shall be sufficient for the transaction of any business at such meeting. Except as otherwise required by law or by these ByLaws, all voting may be viva voce.

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Section 1.07. Inspectors at Stockholders’ Meetings. The Board of Directors, in advance of any stockholders’ meeting, may appoint or provide for the appointment of one or more inspectors to act at the meeting or any adjournment thereof. If inspectors are not so appointed the person presiding at the stockholders’ meeting may appoint one or more inspectors. Each inspector, before entering upon the discharge of such person’s duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting impartially and according to the best of such person’s ability. The inspectors shall determine the number of shares of stock outstanding and the voting power of each, the number of shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting or of any stockholder entitled to vote thereat, the inspectors shall make a report in writing on any challenge, question or matter determined by them and execute a certificate of any fact found by them. Any report or certificate made by them shall be prima facie evidence of the facts stated and of the vote as certified by them.

Section 1.08. Order of Business. At any meeting of the stockholders the following shall be the order of business, unless the presiding officer shall otherwise determine.

1. Filing of proxies.

2. Filing of proof of proper notice of meeting.

3. Election of Directors.

4. Other business.

5. Reports of Officers.

Section 1.09. Consent of Stockholders in Lieu of Meeting. To the fullest extent permitted by law, whenever any action is required or permitted to be taken at a meeting of stockholders by law, by the Charter or by ByLaws, such action may be taken without a meeting, without prior notice and without a vote of stockholders, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. The Board of Directors may fix, in advance, a record date to express consent to any corporate action in writing, not more than 60 days prior to any other action. If no such record date is fixed, the record date shall be the date on which the first written consent is received. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE II

BOARD OF DIRECTORS

Section 2.01. General Powers. Except as may be otherwise provided by law, the Charter or by these ByLaws, the property, affairs and business of the Corporation shall be managed under the direction of the Board of Directors and the Board may exercise all powers of the Corporation.

Section 2.02. Number and Qualifications. The Board of Directors shall consist of such number of Directors as is set forth in Paragraph 5 of the Charter and as may be determined from time to time by resolution of the Stockholders, or except to the extent otherwise restricted by the Stockholders, by the Board, but such number shall not be less than the minimum number required by the New York Insurance Law. At all times a majority of the directors shall be citizens and residents of the United States and not less than two directors shall be residents of the State of New York.

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Section 2.03. Election and Term of Directors. Except as otherwise provided in Section 2.11 of these ByLaws, the Directors shall be elected at each annual meeting of the stockholders to hold office until the next annual meeting of stockholders. Each Director shall hold office until the expiration of the term for which each Director is elected and until a successor has been elected and has qualified, or until such Director’s earlier death, resignation or removal. If the annual meeting of Stockholders is not held on the date designated therefor, the Directors shall cause the meeting to be held as soon thereafter as convenient. At each meeting of the stockholders for the election of Directors, at which a quorum is present, the Directors shall be elected by a plurality of the votes cast by the holders of shares entitled to vote in such election. Members of the initial Board of Directors shall hold office until the first annual meeting of stockholders or until their successors have been elected and qualified. The Board of Directors shall select one of its members to serve as Chairman of the Board. The Chairman shall preside at all meetings of the Board of Directors and all annual meetings of stockholders.

Section 2.04. Annual and Regular Meetings. An annual meeting of the Board of Directors shall be held immediately following adjournment of the annual meeting of stockholders at the place of such annual meeting. Notice of such meeting of the Board need not be given. The Board from time to time may provide for the holding of other regular meetings and fix the place (which may be within or without the State of New York) and time of such meetings. Notice of regular meetings need not be given, except that if the Board shall fix or change the time or place of any regular meeting, notice of such action shall be promptly communicated personally or by telephone or sent first class mail, telegraph, radio or cable, facsimile or e-mail, to each Director who shall have not been present at the meeting at which such action was taken, addressed to such Director at such Director’s residence, usual place of business or other address designated with the Secretary for such purpose.

Section 2.05. Special Meetings: Notice. Special meetings of the Board of Directors shall be held whenever called by the Chairman of the Board or the President, or in the absence or disability of both, by any Vice President, or by the Secretary at the request of any two Directors, at such place (within or without the State of New York) as may be specified in the respective notices or waivers of notice of such meeting. Except as otherwise provided by law, a notice of each special meeting, stating the time and place thereof, shall be mailed to each Director addressed to such Director’s residence, usual place of business or other address designated with the Secretary for such purpose, at least two business days before the special meeting is to be held, or shall be sent to such Director at such place by telegraph, radio or cable, facsimile or e-mail, or delivered personally or by telephone not later than the day before the day on which such meeting is to be held. Notice may be waived in accordance with Section 1.04 of these ByLaws.

Section 2.06. Quorum: Voting. Subject to the provisions of Section 2.12 hereof, at all meetings of the Board of Directors the presence of a majority of the total number of Directors shall constitute a quorum for the transaction of business, except that if at any time the Board of Directors shall consist of only one Director, then one Director shall constitute a quorum. Except as otherwise required by law, the vote of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors.

Section 2.07. Adjournment. A majority of the Directors present, whether or not a quorum is present, may adjourn any regular or special meeting to another time and place. Notice of the adjournment meeting conforming to the requirements of Section 2.05 hereof shall be given to each Director except that no notice of an adjournment or postponement of a meeting need be given if a majority of the Board of Directors is present or if the adjournment or postponement is to a later hour on the same date, at the same place.

Section 2.08. Action without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all members of the Board consent thereto in writing, and such writing or writings are filed with the minutes of the proceedings of the Board.

Section 2.09. Manner of Acting. To the extent consistent with law, the Charter and the ByLaws, the Board of Directors may adopt such rules and regulations for the conduct of meetings of the Board and for the management of the property, affairs and business of the Corporation as the Board may deem

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appropriate. Members of the Board of Directors or of any Committee thereof may participate in a meeting of the Board or of such Committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting; provided, however, that the Directors shall attend at least one meeting per year in person.

Section 2.10 Resignation. Any Director may resign at any time by delivering a written notice of resignation signed by such Director to the Chairman of the Board, the President, a Vice President or the Secretary. Such resignation shall take effect upon the later of delivery or the date specified therein.

Section 2.11. Removal of Directors. Any or all of the Directors may be removed at any time, either with or without cause, by vote of the stockholders. Except as otherwise precluded by law any Director may be removed at any time, with or without cause, by resolution of a majority of the entire Board of Directors. Any vacancy in the Board, caused by any removal of a Director by vote of the stockholders, may be filled by the stockholders entitled to vote for the election of the Director so removed. If such stockholders do not fill such vacancy at the meeting at which such removal was effected (or in the written instrument effecting such removal, if such removal was effected by consent without a meeting), such vacancy may be filled in the manner provided in Section 2.12 hereof.

Section 2.12. Vacancies and Newly Created Directorships. Subject to the provisions of Section 2.11 hereof, any newly created directorship resulting from an increase in the number of Directors and any vacancy occurring in the Board of Directors for any reason (including, without limitation, the removal of a Director) may be filled by vote of a majority of the Directors then in office, although less than a quorum exists, or by a sole remaining Director. A Director elected to fill a vacancy shall be elected to hold office for the unexpired term of a predecessor. Any such newly created directorship and any such vacancy may also be filled at any time by vote of the stockholders.

Section 2.13. Compensation. The amount, if any, which each Director shall be entitled to receive as compensation for services as a Director may be fixed from time to time by the Board of Directors within limits established by the stockholders. This section of the ByLaws may not be amended or repealed except by the stockholders.

Section 2.14. Reliance on Accounts and Reports, etc. Any Director, or a member of any Committee designated by the Board of Directors, shall, in the performance of such duties, be fully protected in relying in good faith upon the books of account or reports made to the Corporation by any of its offices, or by an independent certified public accountant, or by an appraiser selected with reasonable care by the Board or by any such Committee, or in relying in good faith upon other records of the Corporation.

Section 2.15. Independent Directors. Not less than one-third of the Directors of this corporation (and, if the number of directors be less than twelve (12), then not less than four (4) directors of this corporation) and not less than one-third of the members of each committee of the Board of Directors of this corporation shall be persons who are not officers or employees of this corporation or of any entity controlling, controlled by, or under common control with this corporation and who are not beneficial owners of a controlling interest in the voting stock of this corporation or any such entity. At least one such person must be included in any quorum for the transaction of business at any meeting of the Board of Directors or any committee thereof.

ARTICLE III

COMMITTEES

Section 3.01 How Constituted. The Board of Directors, by resolution adopted by a majority of the whole Board, may designate one or more Committees of the Board, each such committee to consist of three or more Directors as from time to time may be fixed by resolution similarly adopted. The Board may designate one or more Directors as alternate members of any such Committee, who may replace any absent

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or disqualified member or members at any meeting of such Committee. Any Committee may be abolished or redesignated from time to time by resolution or resolutions similarly adopted. Each member (which term, when used in this Article, shall include alternate members acting in the stead of absent or disqualified members) of any such Committee shall hold office until replaced by a successor or until such earlier time as such member shall cease to be a Director or resigns or is removed from such Committee. Not less than one-third of the members of each Committee of the Board of Directors shall be persons who are not officers or employees of the Corporation controlling, controlled by, or under common control with the Corporation and who are not beneficial owners of a controlling interest in the voting stock of the Corporation or of any such entity. At least one such person shall be included in any quorum for the transaction of business at any meeting of each Committee of the Board of Directors.

Section 3.02. Powers. Each Committee shall have and may exercise the powers and authority of the Board of Directors in the management of the property, affairs and business of the Corporation, to the extent provided by the resolution of the Board of Directors establishing or designating such Committee and may authorize the seal of the Corporation to be affixed to all papers which may require it.

Section 3.03. Proceedings. Any such Committee may fix its own rules of procedure and may meet at such place (within or without the State of New York) at such date and time and upon such notice, if any, as such Committee shall determine from time to time. Each such Committee shall keep a record of its proceedings and shall report such proceedings to the Board of Directors at the first meeting of the Board following any such proceedings.

Section 3.04. Quorum and Manner of Acting. Except as may be otherwise provided in the resolution designating any such Committee, at all meetings of any such Committee the presence of members constituting at least one half of the total authorized membership of such Committee shall constitute a quorum for the transaction of business. The act of the majority of the members present at any meeting at which a quorum is present, shall be the act of such Committee. Any action required or permitted to be taken at any meeting of any such Committee may be taken without a meeting, if all members of such Committee shall consent to such action in writing and such writing or writings are filed with the minutes of the proceedings of the Committee.

Section 3.05. Resignations. Any member may resign from any Committee at any time by delivering a written notice of resignation signed by such member to the Chairman, the President, a Vice President or the Secretary. Such resignation shall take effect upon the later of delivery or the date specified therein.

Section 3.06. Removal. Any member of any such Committee may be removed at any time, with or without cause, by resolution adopted by the Board or by a majority of the whole Committee.

Section 3.07. Vacancies. If any vacancy shall occur in any such Committee, by reason of disqualification, death, resignation, removal or otherwise, the remaining members shall continue to act and any vacancy may be filled by resolution adopted by a majority of the whole Board of Directors.

Section 3.08. Special Committees. Nothing herein shall be deemed to preclude the Board of Directors or the chief executive officer from appointing one or more Special Committees, which may be comprised in whole or in part of Directors, for such purposes and having such functions as may be lawfully delegated under law, the Charter and these ByLaws, provided however no such Special Committee shall have or may exercise any authority of the Board.

Section 3.09. Independent Committees of the Board of Directors, The Board of Directors of the Corporation shall establish one or more Committees comprised solely of directors who are not officers or employees of the Corporation or of any entity controlling, controlled by, or under common control with the Corporation and who are not beneficial owners of a controlling interest in the voting stock of the Corporation or any such entity. Such Committee or Committees shall have responsibility for recommending the selection of independent certified public accountants, reviewing the Corporation’s financial condition, the scope and results of the independent audit and any internal audit, nominating

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candidates for election by stockholders or policyholders and evaluating the performance of officers deemed by such Committee(s) to be principal officers of the Corporation and recommending to the Board of Directors the selection and compensation of such officers.

ARTICLE IV

OFFICERS

Section 4.01. Term and Titles. The officers of the Corporation shall be elected or appointed by the Board of Directors and shall hold office at the pleasure of the Board or until the election or appointment and the qualification of a successor. There shall be a President, one or more Vice Presidents, a Secretary and a Treasurer. The President shall be chosen from among the members of the Board of Directors. The Board of Directors may also elect or appoint such other officers and agents, having such titles and with such responsibilities (including but not limited to Assistants of the titles previously mentioned) as it deems appropriate. The Board of Directors from time to time may delegate to the chief executive officer the power to appoint such other officers or agents and to prescribe their respective rights, terms of office, authorities and duties. Any two or more offices may be held by the same person, except those of President and Secretary.

Section 4.02. Chief Executive Officer. The Board of Directors from time to time may determine who among the officers and in what order, shall act as chief executive officer. In the absence of such determination the President shall be the chief executive officer. Subject to the control of the Board and to the extent not otherwise prescribed by these ByLaws, the chief executive officer shall supervise the carrying out of the policies adopted or approved by the Board, shall exercise a general supervision and superintendence over all business and affairs of the Company and shall possess such other powers and perform such other duties as may be incident to the office of chief executive officer.

Section 4.03. Salaries. The salaries of officers deemed to be “principal officers” by the Board of Directors shall be approved by the Board. The salaries of all other officers shall be approved by the President or his or her designee.

Section 4.04. Removal and Resignation: Vacancies. Any officer may be removed at any time by the Board of Directors, with or without cause, and any officer appointed by the chief executive officer may be removed by the chief executive officer at any time, with or without cause. Any officer may resign at any time by delivering a signed notice of resignation to the Board of Directors, the Chairman of the Board, the President, a Vice President or the Secretary. Such resignation shall take effect upon the later of delivery or the date specified therein. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise, may be filled by the Board at any regular or special meeting.

Section 4.05. Authority and Duties of Officers. The officers of the Corporation shall have such authority and shall exercise such powers and perform such duties as may be specified in these ByLaws, or to the extent not so provided, by the chief executive officer and other officers acting pursuant to the chief executive officer’s authority, except that in any event each officer shall exercise such powers and perform such duties as may be required by law. The chief executive officer may at any time suspend any officer, other than an officer who is a Director, from any duties and authority for a period not exceeding ninety days.

Section 4.06. The President. The President shall have the following powers and duties:

(a) To be the chief operating officer of the Corporation, and, subject to the directions of the Board of Directors and (if the President is not also the chief executive officer) the chief executive officer, to have general charge of the operations of the business, affairs and property of the Corporation and general operations of its officers, employees and agents.

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(b) Subject to these ByLaws the President shall exercise all powers and perform all duties incident to the office of President and chief operating officer of the corporation, and shall exercise such other powers and perform such other duties as from time to time may be assigned to the President by the Board or by the chief executive officer (if the President is not also the chief executive officer).

Section 4.07. The Vice Presidents. Each Vice President shall exercise such powers and perform such duties as from time to time may be assigned to such Vice President by the Board of Directors, the chief executive officer or the President. At the request, in the absence or during the disability of the President, the Vice President designated by the Board of Directors or by the President, or if no such designation shall have been made, then the senior ranking Vice President present shall perform all the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President.

Section 4.08. The Secretary. Except as may otherwise be provided by the Board of Directors, the Secretary shall have the following powers and duties;

(a) To keep or cause to be kept a record of all the proceedings of the meetings of the Stockholders and of the Board of Directors.

(b) To cause all notices to the Board of Directors and stockholders to be duly given in accordance with the provisions of these ByLaws and as required by law.

(c) To be the custodian of the records and of the seal of the Corporation. The Secretary may cause such seal (or a facsimile thereof) to be affixed to all instruments the execution of which on behalf of the Corporation under its seal shall have been duly authorized in accordance with these ByLaws, and when so affixed may attest the same.

(d) To have charge of the stock books and ledgers of the Corporation and to cause the stock and transfer books to be kept in such manner as to show at any time the number of shares of stock of the Corporation of each class issued and outstanding, the names (alphabetically arranged) and the addresses of the holders of record of such shares, the number of shares held by each holder and the date of which each became such holder of record.

(e) To perform, in general, all duties incident to the office of Secretary and such other duties as may be given to the Secretary by these ByLaws or as may be assigned to the Secretary from time to time by the Board of Directors, the Chief Executive Officer, or the President.

(f) To the extent consistent with law, the Secretary may from time delegate performance of any one or more of the foregoing powers and duties, or powers and duties otherwise conferred upon the Secretary by these ByLaws, to one or more officers, agents or employees of the Corporation.

Section 4.09. The Treasurer. Except as may otherwise be required by law or by the Board of Directors, the Treasurer shall have the following powers and duties:

(a) To have charge and supervision over and be responsible for the moneys, securities, receipts and disbursements of the Corporation.

(b) To cause the moneys and other valuable effects of the Corporation to be deposited in the name and to the credit of the Corporation to be deposited in such banks or trust companies or with such other depositories as shall be selected in accordance with section 5.03 of these ByLaws.

(c) To cause the moneys of the Corporation to be dispersed by checks or drafts (signed as provided by section 5.04 of these ByLaws) upon the authorized depositories of the Corporation and cause to be taken and preserved proper vouchers for all moneys disbursed.

(d) To render to the Board of Directors or the chief executive officer whenever requested, a statement of the financial condition of the Corporation and of all the financial transactions of the Corporation.

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(e) To be empowered from time to time to require from all officers or agents of the Corporation reports or statements giving such information as the Treasurer may desire with respect to any and all financial transactions of the Corporation.

(f) To perform all duties incident to the office of Treasurer, and such other duties as from time to time may be assigned to the Treasurer by the Board of Directors, the chief executive officer or the President.

Section 4.10. Surety Bonds. In case the Board of Directors shall so require, any officer or agent of the Corporation shall execute to the Corporation a bond in such sum with such surety or sureties as the Board may direct, conditional upon the faithful performance of such person’s duties to the Corporation, including responsibility for negligence and for the accounting for all property, moneys or securities of the Corporation which may be in such person’s possession, custody or control. The chief executive officer may require a similar bond with respect to officers or agents appointed by the chief executive officer.

ARTICLE V

EXECUTION OF INSTUMENTS, BORROWING OF MONEY

AND DEPOSIT OF CORPORATE FUNDS

Section 5.01. Execution of Instruments. Except as may otherwise be provided in a resolution adopted by the Board of Directors, the Chairman of the Board, the President, or any Vice President may enter into any contract or execute and deliver any instrument and affix the corporate seal in the name and on behalf of the Corporation. Any Vice President designated by a number or a word or words added before or after the title Vice President to indicate rank or responsibilities, but not an Assistant Vice President, shall be a Vice President for the purposes of this Article. The Board may authorize any other officer, employee or agent to enter into any contract or execute and deliver any instrument and affix the corporate seal in the name and on behalf of the Corporation. Any such authorization may be general or limited to specific contracts or instruments.

Section 5.02. Loans. No loan or advance shall be contracted on behalf of the Corporation, and no note, bond or other evidence of indebtedness shall be executed or delivered in its name, except as may be authorized by the Board of Directors. Any such authorization may be general or limited to specific loans or advances, or notes, bonds or other evidences of indebtedness. Any officer or agent of the Corporation so authorized may make loans and advances on behalf of the Corporation, and in return for any such loans or advances may execute and deliver notes, bonds or other evidences of indebtedness of the Corporation.

Section 5.03. Deposits. Any funds of the Corporation may be deposited from time to time in such banks, trust companies or other depositaries as may be determined by the Board of Directors, or by such officers or agents as may be authorized by the Board to make such determination.

Section 5.04. Checks, Draft, etc. All notes, drafts, bills of exchange, acceptances, checks, endorsements and other evidences of indebtedness of the Corporation, and its orders for the payment of money, shall be signed by such officer or officers or such agent or agents of the Corporation, and in such manner, as the Board of Directors or an officer designated by the Board of Directors from time to time may determine.

Section 5.05. Sale, Transfer, Etc., of Securities. To the extent authorized by the Board of Directors, the Chairman of the Board, the President, any Vice President, the Secretary or the Treasurer may sell, transfer, endorse, and assign any shares of stock, bonds or other securities owned by or held in the name of the Corporation, and may make, execute and deliver in the name of the Corporation, under its corporate seal, any instruments that may be appropriate to effect any such sale, transfer, endorsement or assignment. The Board may authorize any one or more other officers, employees or agents to have similar authority.

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Section 5.06. Voting as Securityholder. The Chairman of the Board, the President and such other person or persons as the Board of Directors may from time to time authorize, shall each have full power and authority on behalf of the Corporation, to attend any meeting of securityholders of any corporation in which the Corporation may hold securities, and to act, vote (or execute proxies to vote) and exercise in person or by proxy all other rights, powers and privileges incident to the ownership of such securities, and to execute any instrument expressing consent to or dissent from any action of any such corporation without a meeting, subject to such restrictions or limitations as the Board of Directors may from time to time impose.

Section 5.07. Facsimile Signatures. The Board of Directors may authorize the use of a facsimile signature or signatures on any instrument. If any officer whose facsimile signature has been placed on any form of instrument shall have ceased to be such officer before such instrument is issued, such instrument may be issued with the same effect as if such person had been such officer at the time of its issue.

ARTICLE VI

CAPITAL STOCK

Section 6.01. Certificates of Stock. Every stockholder shall be entitled to have a certificate signed by, or in the name of, the Corporation by the Chairman of the Board, the President or a Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary or Assistant Secretary, certifying the number of shares owned by such stockholder in the Corporation. Such certificate shall be in such form as the Board of Directors may determine, to the extent consistent with applicable provisions of law, the Charter, and these ByLaws.

Section 6.02. Lost, Stolen or Destroyed Certificates. The Board of Directors may direct that a new certificate be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon delivery to the Board of an affidavit of the owner or owners of such certificate, setting forth such allegation. The Board may require the owner of such lost, stolen or destroyed certificate, or such person’s legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such new certificate.

Section 6.03. Transfers of Stock. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate representing shares, duly endorsed or accompanied by appropriate evidence of succession, assignment or authority to transfer, the Corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction upon its books. Subject to the provisions of law, the Charter and these ByLaws, the Board of Directors may prescribe such additional rules and regulations as it may deem appropriate relating to the issue, transfer and registration of shares of the Corporation.

Section 6.04. Registered Stockholders. Prior to due surrender of a certificate for registration of transfer, the Corporation may treat the registered owner as the person exclusively entitled to receive dividends and other distributions, to vote, to receive notice and otherwise to exercise the rights and powers of the owner of the shares represented by such certificate, and the Corporation shall not be bound to recognize any equitable or legal claim to or interest in such shares on the part of any other person, whether or not the Corporation shall have the notice of such claim or interest.

ARTICLE VII

INDEMNIFICATION

Section 7.01. Indemnification of Directors and Officers. To the fullest extent permitted by applicable law now or hereafter in effect, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was at any time since the

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inception of the Corporation a Director or officer of the Corporation, or such person is or was a Director or officer of the Corporation and is or was at any time since the inception of the Corporation serving another corporation, partnership, joint venture, trust or other enterprise in any capacity at the request of the Corporation shall be indemnified by the Corporation against judgments, fines, amounts paid in settlement and reasonable expenses (including attorney’s fees) actually and necessarily incurred in connection with or as a result of such action, suit or proceeding. Indemnification under this Section shall continue as to a person who has ceased to be a Director or officer of the Corporation and shall inure to the benefit of the heirs, executors and administrators of such a person.

ARTICLE VIII

MISCELLANEOUS PROVISIONS

Section 8.01. Fiscal Year. Unless otherwise determined by the Board of Directors, the fiscal year of the Corporation shall commence on the first day of January in each calendar year and terminate on the 31^st day of December of such year.

Section 8.02. Seal. The seal of the Corporation shall be in the form adopted by the Board of Directors. The seal may be used by causing it or a facsimile thereof to be impressed, affixed or reproduced, or in any other lawful manner.

Section 8.03. Books and Records. Except to the extent otherwise required by law, the books and records of the Corporation shall be kept at such place or places (within or without the State of New York) as may be determined from time to time by the Board of Directors.

Section 8.04. Independent Public Accountant. The Board of Directors may annually appoint an independent public accountant or firm of independent public accountants to audit the books of the Corporation for each fiscal year.

ARTICLE IX

AMENDMENTS

Section 9.01. Amendments. All ByLaws of the Corporation, whether adopted by the Board of Directors or the stockholders, shall be subject to amendment or repeal, and new ByLaws may be made, by the affirmative vote or written consent of the holders of a majority of the outstanding shares of stock of the Corporation entitled to vote. All ByLaws of the Corporation, other than this Section and any other Section that provides it may be amended or repealed only by the stockholders, whether adopted by the Board of Directors or the stockholders, shall be subject to amendment or repeal and new ByLaws may be made by resolution adopted by a majority of the whole Board of Directors, provided, however that ByLaws which by their terms are subject to amendment or repeal only by the stockholders shall prevail over new ByLaws made by the Board of Directors. Notwithstanding anything herein to the contrary, no amendment or repeal of Article VII of these ByLaws shall affect adversely any then existing rights of any Director or officer.

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EX-24.1

Exhibit 24.1

UNION SECURITY LIFE INSURANCE COMPANY OF NEW YORK

POWER OF ATTORNEY

The undersigned directors and officers of Union Security Life Insurance Company, a New York corporation, hereby constitute and appoint P. Bruce Camacho, Ranell M. Jacobson, Katherine Greenzang and Raj B. Dave, and each of them, the individual’s true and lawful attorneys-in-fact and agents, in his or her name, place and stead, in any and all capacities, to sign the Annual Report on Form 10K for the fiscal year ended December 31, 2005, to be filed by Union Security Life Insurance Company, or any amendment to such report, and all other documents in connection therewith, and to file the same with the Securities and Exchange Commission, granting to said attorneys-in-fact and agents, and each of them full power and authority, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents or any of them, may lawfully do or cause to be done by virtue hereof.

Signature	Title
/s/ P. Bruce Camacho P. Bruce Camacho	President and Chief Executive Officer and Chairman of the Board (Principal Executive Officer)
/s/ Terry J. Kryshak Terry J. Kryshak	Sr. Vice President and Director
/s/ Ranell M. Jacobson Ranell M. Jacobson	Treasurer and Director (Principal Financial Officer)
/s/ Melissa J.T. Hall Melissa J.T. Hall	Assistant Treasurer and Director
/s/ Lesley G. Silvester Lesley G. Silvester	Director

Union Security Life Insurance Company

Power of Attorney

Page Two

/s/    Allen R. Freedman	Director
Allen R. Freedman
/s/    H. Carroll Mackin	Director
H. Carroll Mackin
/s/    Dale Edward Gardner	Director
Dale Edward Gardner
/s/    Esther L. Nelson	Director
Esther L. Nelson

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, P. Bruce Camacho, certify that:

1.     I have reviewed this annual report on Form 10-K of Union Security Life Insurance Company of New York;

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)) 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) 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

(c) 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: March 10, 2006

/s/ P. Bruce Camacho

P. Bruce Camacho

President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Ranell Jacobson, certify that:

1.     I have reviewed this annual report on Form 10-K of Union Security Life Insurance Company of New York;

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)) 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) 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

(c) 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: March 10, 2006

/s/ Ranell Jacobson

Ranell Jacobson

Treasurer

(principal financial officer)

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER OF

UNION SECURITY LIFE INSURANCE COMPANY OF NEW YORK

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

AS ADOPTED PURSUANT TO

§ 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of Union Security Life Insurance Company of New York (the “Company”) on Form 10-K for the period ended December 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, P. Bruce Camacho, 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: March 10, 2006

/s/ P. Bruce Camacho

P. Bruce Camacho

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.

EX-32.2

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER OF

UNION SECURITY LIFE INSURANCE COMPANY OF NEW YORK

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

AS ADOPTED PURSUANT TO

§ 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of Union Security Life Insurance Company of New York (the “Company”) on Form 10-K for the period ended December 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ranell Jacobson, Treasurer (principal 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: March 10, 2006

/s/ Ranell Jacobson

Ranell Jacobson

Treasurer

(principal financial 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.