-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O+Y+hWzQJMY8Alay+EUpilr3KJu6HMb2sKgXD4fS+gSuoZuMujrzbuI3DvnyFGrm axHqLez7DKs2zvDN3+qE0A== 0000906287-97-000166.txt : 19970606 0000906287-97-000166.hdr.sgml : 19970606 ACCESSION NUMBER: 0000906287-97-000166 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970605 EFFECTIVENESS DATE: 19970605 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN BANKERS INSURANCE GROUP INC CENTRAL INDEX KEY: 0000350571 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 591985922 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-28557 FILM NUMBER: 97619701 BUSINESS ADDRESS: STREET 1: 11222 QUAIL ROOST DR CITY: MIAMI STATE: FL ZIP: 33157 BUSINESS PHONE: 3052532244 MAIL ADDRESS: STREET 1: 11222 QUAIL ROOST DR CITY: MIAMI STATE: FL ZIP: 33157 S-8 1 As filed with the Securities and Exchange Commission on ___________, 19_____ Registration No. ______________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ___________ American Bankers Insurance Group, Inc. (Exact name of registrant as specified in its charter) Florida 59-1985922 (State or other jurisdiction of (I.R.S. Employer Identification incorporation or organization) Number) 11222 Quail Roost Drive Miami, FL 33157 (305) 253-2244 Address including zip code, telephone number, including area code of Registrant's principal executive office) American Bankers Insurance Group, Inc. 1997 Equity Incentive Plan 1994 Amended and Restated Directors' Deferred Compensation Plan (Full title of the plan) Arthur W. Heggen American Bankers Insurance Group, Inc. 11222 Quail Roost Drive Miami, Florida 33157 (305) 253-2244 (Name, address and telephone number, including area code, of agent for service) With a copy to: Josephine Cicchetti, Esq. Jorden Burt Berenson & Johnson LLP 777 Brickell Avenue Miami, Florida 33131 (305) 371-2600 ___________ [CAPTION] Calculation of Registration Fee Proposed Title of Securities Amount to be Maximum Offering to be Registered Registered(1) Price Per Unit (2) Common Stock, $1.00 par value per share 2,100,000 $56.50 Shares Proposed Title of Securities Maximum Aggregate Amount of to be Registered Offering Price(2) Registration Fee(1) Common Stock, $1.00 par value per share 118,650,000 $24,414
(1) This registration statement relates to 2,000,000 shares issuable under the American Bankers Insurance Group, Inc. 1997 Equity Incentive Plan ("1997 Plan") and to an additional 100,000 shares issuable under the 1994 Amended and Restated Directors' Deferred Compensation Plan (the"Deferred Plan"). Previously, 100,000 shares issuable under the Deferred Plan were registered by the Company on August 3, 1994 on Form S-8 File Number 33-82342. Accordingly, upon effectiveness of this registration statement, 200,000 shares issuable under the Deferred Plan will be registered. The 1997 Plan replaces the 1991 Stock Incentive Plan, 1994 Senior Management Plan and 1994 Non-Employee Directors Stock Option Plan and the remaining 674,079 shares issuable under these plans were transferred to the 1997 Plan as part of the 2,000,000 shares issuable under the 1997 Plan. These 674,079 shares were previously registered on Form S-8 file no. 33-40802 and Form S-8 file no. 33-82342, and the Registrant removes these share from registration under these registration statements and registers them under this Registration Statement. Accordingly, the amount of Registration Fee relates only to 1,425,921 shares. (2) Pursuant to Rule 457 under the Securities Act of 1933, this amount is calculated based upon the average of the high and low prices of the Company's common stock in the NASDAQ-NMS system on June 4, 1997. This registration statement shall hereafter become effective in accordance with the provisions of Section 8(a) of the Securities Act of 1933 and general instruction D to Form S-8. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents are hereby incorporated herein by reference thereto and are a part hereof (the "Incorporated Documents"): 1. American Bankers Insurance Group Inc.'s (the "Company") Annual Report on Form 10-K for the fiscal year ended December 31, 1996. 2. The Company's definitive Notice of Annual Meeting of Shareholders and Proxy Statement dated April 11, 1997 for the Company's Annual Meeting held May 23, 1997. 3. The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997. 4. The description of the Company's Common Stock contained in the Company's registration statement on Form 8-A (Registration No. 0-9633). 5. From the date of filing such documents, all documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all shares offered hereby have been sold or deregisters all such shares then remaining unsold. LEGAL MATTERS The validity of the shares offered hereby will be passed upon for the Company by Jorden Burt Berenson & Johnson LLP, Miami, Florida. James F. Jorden, a director of the Company, is a partner in the law firm of Jorden Burt Berenson & Johnson LLP, which law firm serves as the Company's general counsel. EXPERTS The audited consolidated financial statements and schedules of the Company and its subsidiaries included in this Registration Statement by reference to the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 1996, have been audited by Price Waterhouse LLP, independent accountants for the periods indicated in their report thereon. The financial statements and schedules audited by Price Waterhouse LLP have been incorporated herein in reliance on their report given on their authority as experts in accounting and auditing. INDEMNIFICATION OF DIRECTORS AND OFFICERS Reference is made to Section 607.0850 of the Florida Business Corporation Act under whose laws the registrant is incorporated, which provides for indemnification of directors and officers in certain circumstances. The Company's Third Amended and Restated Articles of Incorporation, as amended ("Articles"), provide that the Company shall indemnify its directors and officers to the full extent permitted by Florida law. Additionally, the Company's bylaws provide that the Company shall similarly indemnify its officers and directors and also allow the Company, by resolution of the Board of Directors, to indemnify certain employees and agents to the full extent permitted by Florida law. The Company has obtained liability insurance of up to $10,000,000 on behalf of the directors and officers of the Company for certain losses arising from claims or charges made against them while acting in their capacities as directors or officers of the Company. In general, the Company s deductible is $250,000 for each loss relating to any one director or officer and will not exceed $250,000 in the aggregate for any loss involving multiple directors and officers for any reimbursement made by the Company to the directors or officers to the extent permitted by the Company s Articles and bylaws. For any other loss the Company must pay on behalf of the a director or officer, there is no deductible. The policy s exclusions include losses due to any litigation prior to or pending before the retroactive date of the policy, any action between directors or officers, or any loss due to regulatory penalties. EHIBITS The following are filed as exhibits to this Registration Statement: 4.1 American Bankers Insurance Group, Inc. 1997 Equity Incentive Plan 4.2 American Bankers Insurance Group, Inc. 1994 Amended and Restated Directors' Deferred Compensation Plan 5.1 Opinion of Jorden Burt Berenson & Johnson LLP as to legality of the shares of Common Stock being registered 23.1 Consent of Price Waterhouse LLP, independent auditors 23.2 Consent of Jorden Burt Berenson & Johnson LLP (included in Exhibit 5.1) 25. Power of attorney (included in signature page) UNDERTAKINGS A. The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post effective amendment any of the securities being registered which remain unsold at the termination of the offering. B. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. C. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. Signatures Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Miami, State of Florida, on the 23rd day of May, 1997. American Bankers Insurance Group, Inc. By:/s Gerald N. Gaston Gerald N. Gaston Chief Executive Officer POWER OF ATTORNEY The undersigned directors and officers of American Bankers Insurance Group, Inc. hereby constitute and appoint Gerald N. Gaston, Floyd Denison and Arthur W. Heggen, and each of them, with full power to act without the other and with full power of substitution and resubstitution, our true and lawful attorneys-in-fact with full power to execute in our name and behalf in the capacities indicated below any and all amendments (including post-effective amendments and amendments thereto) to this Registration Statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and hereby ratify and confirm all that such attorneys-in-fact, or their substitutes shall lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, the registration statement has been signed by the following persons in the capacities and on May 23, 1997. Signature Title /s/ R. Kirk Landon Chairman of the Board R. Kirk Landon /s/ Gerald N. Gaston Vice Chairman of the Gerald N. Gaston Board of Directors, Chief Executive Officer /s/ Floyd Denison Chief Accounting Officer Floyd Denison /s/ William H. Allen, Jr. Director William H. Allen, Jr. /s/ Nicholas A. Buoniconti Director Nicholas A. Buoniconti /s/ Armando Codina Director Armando Codina /s/ Peter J. Dolara Director Peter J. Dolara /s/ Daryl L. Jones Director Daryl L. Jones /s/ James F. Jorden Director James F. Jorden /s/ Bernard P. Knoth Director Bernard P. Knoth /s/ Eugene M. Matalene, Jr. Director Eugene M. Matalene, Jr. /s/ Albert H. Nahmad Director Albert H. Nahmad /s/ Nicholas J. St. George Director Nicholas J. St. George /s/ Robert C. Strauss Director Robert C. Strauss /s/ George B. Williamson, II Director George E. Williamson, II /s/ Jack Kemp Director Jack Kemp EX-4.1 2 Exhibit 4.1 AMERICAN BANKERS INSURANCE GROUP, INC. 1997 EQUITY INCENTIVE PLAN Exhibit 4.1 AMERICAN BANKERS INSURANCE GROUP, INC. 1997 EQUITY INCENTIVE PLAN I.PURPOSE The purpose of the American Bankers Insurance Group, Inc. 1997 Equity Incentive Plan is to promote the interests of American Bankers Insurance Group, Inc. and its shareholders by providing incentives to its directors, officers and employees. Accordingly, the Company may grant to selected officers and employees Options, Stock Appreciation Rights, Restricted Stock, Merit Awards, Performance Share Awards and Cash Awards in an effort to attract and retain in its employ qualified individuals and to provide such individuals with incentives to continue service with American Bankers, devote their best efforts to the Company and improve American Bankers' economic performance, thus enhancing the value of the Company for the benefit of shareholders. The Plan also provides an incentive for qualified persons, who are not officers or employees of the Company, to serve on the Board of Directors of the Company and to continue to work for the best interests of the Company by rewarding such persons with automatic grants of Options. Stock Appreciation Rights, Merit Awards, Performance Shares Awards and Cash Awards may not be granted to such Outside Directors under the Plan. II. DEFINITIONS A. "Agreement" shall mean a written agreement setting forth the terms of an Award, to be entered into at the Company's discretion. B. "American Bankers" shall mean, collectively, American Bankers Insurance Group, Inc. and its Subsidiaries. C. "Award" shall mean an Option, a Stock Appreciation Right, a Restricted Stock Award, a Merit Award, a Performance Share Award, or a Cash Award in each case granted under this Plan. D. "Beneficiary" shall mean the person, persons, trust or trusts designated by an Employee or Outside Director or if no designation has been made, the person, persons, trust, or trusts entitled by will or the laws of descent and distribution to receive the benefits specified under this Plan in the event of an Employee's or Outside Director's death. E. "Board" shall mean the Board of Directors of the Company. F. "Cash Award" shall mean grants of cash or loans, in order to help defray in whole or in part the economic cost (including tax cost) of the Award to the Award recipient. G. "Change in Control" shall mean the consummation of any transaction or series of transactions in which a person or a group of related or affiliated persons obtains ownership of the Common Stock of the Company sufficient to exercise control over the operations of the Company, and such person or group does not presently have the ability to exercise such control. Such a Change in Control shall be deemed to have taken place if: 1. a tender offer or series of offers has been made to and accepted by 50 percent or more of the Company's shareholders; or 2. a transfer of stock has occurred which is sufficient to allow the new purchaser (or group of related or affiliated purchasers) to elect a majority of the Board other than those proposed by the management of the Company; or 3. a majority of the Board is replaced in any one year; or 4. a merger or reorganization is consummated which results in existing shareholders of American Bankers owning less than 50 percent of the voting stock of the corporation acquiring the Company (or, if the Company is the acquiring corporation, results in existing shareholders of the Company owning less than 50 percent of the voting stock of the Company); or 5. more than 50 percent of the assets of American Bankers are sold. H. "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time. I. "Committee" shall mean the Compensation and Nominating Committee of the Board, as from time to time constituted, or any successor committee of the Board with similar functions, which shall consist of two or more members, each of whom shall be a "Non-Employee Director" as defined in Rule 16b-3 promulgated under the Exchange Act and an "outside director" as defined in the regulations issued under Section 162(m) of the Code, as each may be amended from time to time. J. "Common Stock" shall mean the Common Stock of the Company ($1.00 par value), subject to adjustment pursuant to Section 14. K. "Company" shall mean, collectively, American Bankers Insurance Group, Inc. and its Subsidiaries. L. "Employee" shall mean a regular, full-time or part-time employee of American Bankers as selected by the Committee to receive an Award under the Plan. M. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. N. "Exercise Price" shall mean, with respect to Option or SAR, the price fixed by the Committee at which each share of Common Stock may be purchased from the Company pursuant to the exercise of such Option or the price fixed by the Committee at which the appreciation of the SAR shall be determined. O. "Fair Market Value" shall mean the last trade price of the Common Stock as reported on the Nasdaq Stock Market's National Market or other national market exchange on which the Common Stock is traded on the relevant date, or if no quotation shall have been made on that date, on the next preceding day on which there was a quotation if within seven days thereof, or, otherwise, as determined in good faith by the Committee. P. "Incentive Stock Option" or "ISO" shall mean an Option that is intended by the Committee to meet the requirements of Section 422 of the Code or any successor provision. Q. "Merit Award" shall mean an award of Common Stock issued pursuant to Section 9 of the Plan. R. "Nonqualified Stock Option" or "NQSO" shall mean an Option granted pursuant to this Plan which does not qualify as an Incentive Stock Option. S. "Option" shall mean the right to purchase Common Stock at a price to be specified and upon terms to be designated by the Committee or otherwise determined pursuant to this Plan. An Option shall be designated by the Committee as a Nonqualified Stock Option or an Incentive Stock Option. T. "Outside Director" shall mean a director of the Company who is not also an Employee of the Company. U. "Performance Goals" means performance goals as may be established in writing by the Committee which may be based on earnings, stock price, return on equity, return on investment, total return to shareholders, economic value added, debt rating or achievement of business or operational goals. Such goals may be absolute in their terms or measured against or in relation to other companies comparably or otherwise situated. Such performance goals may be particular to an Employee or the division, department, branch, line of business, subsidiary or other unit in which the Employee works and/or may be based on the performance of American Bankers generally. V. "Performance Period" shall mean the period designated by the Committee during which the performance objectives shall be measured. W. "Performance Share Award" shall mean an award of shares of Common Stock, the issuance of which is contingent upon attainment of performance objectives specified by the Committee. X. "Performance Shares" shall mean those shares of Common Stock issuable pursuant to a Performance Share Award. Y. "Personal Representative" shall mean the person or persons who, upon the disability or incompetence of an Employee or Outside Director, shall have acquired on behalf of the Employee or Outside Director by legal proceeding or otherwise the right to receive the benefits specified in this Plan. Z. "Plan" shall mean this American Bankers Insurance Group, Inc. 1997 Equity Incentive Plan. AA. "Restricted Period" shall mean the period designated by the Committee during which Restricted Stock may not be sold, assigned, transferred, pledged, or otherwise encumbered, which period in the case of Employees shall not be less than one year from the date of grant (unless otherwise directed by the Committee). AB. "Restricted Stock" shall mean those shares of Common Stock issued pursuant to a Restricted Stock Award which are subject to the restrictions, terms, and conditions set forth in the related Agreement, if any. AC. "Restricted Stock Award" shall mean an award of Restricted Stock. AD. "Retained Distributions" shall mean any securities or other property (other than regular cash dividends) distributed by the Company in respect of Restricted Stock during any Restricted Period. AE. "Retirement" shall mean retirement of an Employee from the employ of the Company at any time as described in the American Bankers Insurance Group, Inc. Retirement Plan or in any successor pension plan, as from time to time in effect. AF. "Stock Appreciation Right" or "SAR" shall mean the right of the holder to elect to receive in exchange therefor shares of Common Stock, cash, or a combination thereof, as the case may be, with an aggregate value equal to the excess of the Fair Market Value of one share of Common Stock over the Exercise Price specified in such right multiplied by the number of shares of Common Stock covered by such right or portion thereof which is so surrendered. AG. "Subsidiary" shall mean any present or future subsidiary corporations, as defined in Section 424 of the Code, of American Bankers. AH. "Tax Date" shall mean the date the withholding tax obligation arises with respect to the exercise of an Award. III. STOCK SUBJECT TO THE PLAN There will be reserved for issuance under the Plan (upon the exercise of Options and Stock Appreciation Rights, upon awards of Restricted Stock, Performance Shares and Merit Awards and for stock bonuses on deferred awards of Restricted Stock and Performance Shares), an aggregate of 2,000,000 shares of Common Stock; provided, however, that of such shares, only 700,000 shares in the aggregate shall be available for issuance for Restricted Stock Awards and Merit Awards and only 200,000 shares in the aggregate shall be available for issuance for Performance Share Awards. Such shares shall be authorized but unissued shares of Common Stock. Except as provided in Sections 7 and 8, if any Award under the Plan shall expire or terminate for any reason without having been exercised in full, or if any Award shall be forfeited, the shares subject to the unexercised or forfeited portion of such Award shall again be available for the purposes of the Plan. IV. ADMINISTRATION The Plan shall be administered by the Committee. The Committee shall have no authority regarding the granting of Options to Outside Directors, as such grants are fixed pursuant to Section 6, subsection B of the Plan. In addition to any implied powers and duties that may be needed to carry out the provisions of the Plan, the Committee shall have all the powers vested in it by the terms of the Plan, including exclusive authority (except as to Awards of Options granted to Outside Directors) to select the Employees to be granted Awards under the Plan, to determine the type, size and terms of the Awards to be made to each Employee selected, to determine the time when Awards will be granted, and to prescribe the form of the Agreements embodying Awards made under the Plan. Subject to the provisions of the Plan specifically governing Awards of Restricted Stock granted, the Committee shall be authorized to interpret the Plan and the Awards granted under the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, to make any other determinations which it believes necessary or advisable for the administration of the Plan, and to correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any Award in the manner and to the extent the Committee deems desirable to carry it into effect. Any decision of the Committee in the administration of the Plan, as described herein, shall be final and conclusive. The Committee may act only by a majority of its members. Any determination of the Committee may be made, without notice, by the written consent of the majority of the members of the Committee. In addition, the Committee may authorize any one or more of their number or any officer of the Company to execute and deliver documents on behalf of the Committee. No member of the Committee shall be liable for any action taken or omitted to be taken by him or her or by any other member of the Committee in connection with the Plan, except for his or her own willful misconduct or as expressly provided by statute. V. ELIGIBILITY Awards may only be granted (i) to individuals who are Employees of American Bankers, and (ii) as expressly provided in Section 6, subsection B of the Plan, to individuals who are duly elected Outside Directors of American Bankers. VI. OPTIONS A. EMPLOYEE AWARDS 1. Any Option granted under the Plan may be granted as an Incentive Stock Option or as a Nonqualified Stock Option as shall be designated by the Committee at the time of the grant of such Option. Each Option shall, at the discretion of the Company and as directed by the Committee, be evidenced by an Agreement between the recipient and the Company, which Agreement shall specify the designation of the Option as an ISO or a NQSO, as the case may be, and shall contain such terms and conditions as the Committee, in its sole discretion, may determine in accordance with the Plan. 2. Every Incentive Stock Option shall provide for a fixed expiration date of not later than ten years from the date such Incentive Stock Option is granted. Every Nonqualified Stock Option shall provide for a fixed expiration date of not later than ten years and one month from the date such Nonqualified Stock Option is granted. 3. The Exercise Price of Common Stock issued pursuant to each Option shall be fixed by the Committee at the time of the granting of the Option; provided, however, that such Exercise Price shall in no event be less than 100% of the Fair Market Value of the Common Stock on the date such Option is granted. B. NON-EMPLOYEE DIRECTORS' AWARD Each Outside Director shall be granted Options to purchase 1,000 shares of Common Stock on the date of the Annual Meeting of the Board. The expiration date for the Options granted under this Section 6, subsection B shall be on the fifth anniversary of the date of grant. The Exercise Price of Options granted under this Section 6, subsection B shall be equal to 100% of the Fair Market Value on the date of grant. C. EXERCISE. The Committee may, in its discretion, provide for Options granted under the Plan to be exercisable in whole or in part; provided, however, that no Option shall be exercisable prior to the first anniversary of the date of its grant, except as provided in Section 12 or as the Committee otherwise determines in accordance with the Plan, and in no case may an Option be exercised at any time for fewer than 50 shares (or the total remaining shares covered by the Option if fewer than 50 shares) during the term of the Option. The specified number of shares will be issued upon receipt by American Bankers of (i) notice from the holder thereof of the exercise of an Option, and (ii) payment to American Bankers (as provided in this Section 6, subsection D below), of the Exercise Price for the number of shares with respect to which the Option is exercised. Each such notice and payment shall be delivered or mailed by postpaid mail. D. PAYMENT FOR SHARES. Except as otherwise provided in this Section 6, the Exercise Price for the Common Stock shall be paid in full when the Option is exercised. Subject to such rules as the Committee may impose, the Exercise Price may be paid in whole or in part (i) in cash, (ii) in whole shares of Common Stock owned by the Employee or Outside Director and evidenced by negotiable certificates, valued at their Fair Market Value (which shares of Common Stock must have been owned by the Employee or Outside Director six months or longer, and not used to effect an Option exercise within the preceding six months, unless the Committee specifically provides otherwise), (iii) by a combination of such methods of payment, or (iv) by such other consideration as shall constitute lawful consideration for the issuance of Common Stock and be approved by the Committee (including with respect to any Option granted in Section 6 subsection A, if permitted by the Committee, the equivalent cash dividend paid upon each share of Common Stock by the Company during the period between the grant of such Option and the exercise of such Option to the extent of the number of shares of Common Stock with respect to which the Option was exercised). VII. STOCK APPRECIATION RIGHTS The Committee may grant Stock Appreciation Rights granted in tandem with the grant of Options or may solely grant Stock Appreciation Rights. If Stock Appreciation Rights are granted without any related Options, they may contain such terms and conditions as determined by the Committee in its sole discretion in accordance with the Plan. If the Stock Appreciation Rights are granted in tandem with any Option granted under the Plan, each SAR shall be exercisable only at the same time and to the same extent the related Option is exercisable and in no event after the termination of the related Option. The Exercise Price of an SAR shall be equal to or greater than the Fair Market Value of Common Stock on the date of the grant of the SAR. For an SAR granted in tandem with Options, the Exercise Price shall be the Exercise Price of the related Option. An SAR shall be exercisable only when the Fair Market Value (determined as of the date of exercise of the SAR) of each share of Common Stock with respect to which the SAR is to be exercised shall exceed the Exercise Price of the SAR. An SAR granted under the Plan shall be exercisable in whole or in part; provided, however, that no SAR shall be exercisable prior to the first anniversary of the date of its grant, except as provided in Section 12 or as the Committee otherwise determines in accordance with the Plan. A notice for the exercise of an SAR shall state that the holder of the SAR elects to exercise the SAR and the number of shares in respect of which the SAR is being exercised. Subject to the terms and provisions of this Section 7, upon the exercise of an SAR, the holder thereof shall be entitled to receive from American Bankers consideration (in the form hereinafter provided) equal in value to the excess of the Fair Market Value (determined as of the date of exercise of the SAR) of each share of Common Stock with respect to which such SAR has been exercised over the Exercise Price of the SAR. The Committee may stipulate in the Agreement the form of consideration which shall be received upon the exercise of a SAR. If no consideration is specified therein, upon the exercise of an SAR, the holder may specify the form of consideration to be received by such holder, which shall be in shares of Common Stock, or in cash, or partly in cash and partly in shares of Common Stock (valued at Fair Market Value on the date of exercise of the SAR) , as the holder shall request; provided, however, that the Committee, in its sole discretion, may disapprove the form of consideration requested and instead authorize the payment of such consideration in shares of Common Stock (valued as aforesaid), or in cash, or partly in cash and partly in shares of Common Stock. Upon the exercise of an SAR, the extent of the number of shares of Common Stock with respect to which such SAR is exercised and to that extent a corresponding number of shares of Common Stock shall not again be available for the grant of Awards under the Plan. VIII. RESTRICTED STOCK AWARDS The Committee may make an award of Restricted Stock to selected Employees, which shall be evidenced by an Agreement which shall contain such terms and conditions as the Committee, in its sole discretion, may determine. The amount of each Restricted Stock Award and the respective terms and conditions of each Award (which terms and conditions need not be the same in each case) shall be determined by the Committee in its sole discretion. As a condition to any Award hereunder, the Committee may require an Employee to pay to the Company a non-refundable amount equal to, or in excess of, the par value of the shares of Restricted Stock awarded to him or her. Subject to the terms and conditions of each Restricted Stock Award, the Employee, as the owner of the Common Stock issued as Restricted Stock, shall have all rights of a shareholder including, but not limited to, voting rights as to such Common Stock and the right to receive dividends thereon when, as and if paid. In the event that a Restricted Stock Award has been made to an Employee whose employment or service is subsequently terminated for any reason prior to the lapse of all restrictions thereon, such Restricted Stock will be forfeited in its entirety by such Employee; provided, however, that the Committee may, in its sole discretion, limit such forfeiture. Employees may be offered the opportunity to defer the receipt of payment of vested shares of Restricted Stock, and Common Stock may be granted as a bonus for deferral, under terms as may be established by the Committee from time to time; however, in no event shall the Common Stock granted as a bonus for deferral exceed 20% of the Restricted Stock so deferred. A. TRANSFERABILITY Subject to subsection B of Section 16 hereof, Restricted Stock may not be sold, assigned, transferred, pledged, or otherwise encumbered during a Restricted Period, which, in the case of Employees, shall be determined by the Committee and, unless otherwise determined by the Committee, shall not be less than one year from the date such Restricted Stock was awarded. The Committee may, at any time, reduce the Restricted Period with respect to any outstanding shares of Restricted Stock awarded under the Plan to Employees, but, unless otherwise determined by the Committee, such Restricted Period shall not be less than one year. During the Restricted Period, certificates representing the Restricted Stock and any Retained Distributions shall be registered in the recipient's name and bear a restrictive legend to the effect that ownership of such Restricted Stock (and any such Retained Distributions), and the enjoyment of all rights appurtenant thereto are subject to the restrictions, terms, and conditions provided in the Plan and the applicable Agreement, if any. Such certificates shall be deposited by the recipient with the Company, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Stock and any securities constituting Retained Distributions which shall be forfeited in accordance with the Plan and the applicable Agreement, if any. Restricted Stock shall constitute issued and outstanding shares of Common Stock for all corporate purposes. The recipient will have the right to vote such Restricted Stock, to receive and retain all regular cash dividends, and to exercise all other rights, powers, and privileges of a holder of Common Stock with respect to such Restricted Stock, with the exception that (i) the recipient will not be entitled to delivery of the stock certificate or certificates representing such Restricted Stock until the restrictions applicable thereto shall have expired; (ii) the Company will retain custody of all Retained Distributions made or declared with respect to the Restricted Stock (and such Retained Distributions will be subject to the same restrictions, terms and conditions as are applicable to the Restricted Stock) until such time, if ever, as the Restricted Stock with respect to which such Retained Distributions shall have been made, paid, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts; (iii) subject to subsection B of Section 16 hereof, the recipient may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Stock or any Retained Distributions during the Restricted Period; and (iv) a breach of any restrictions, terms, or conditions provided in the Plan or established by the Committee with respect to any Restricted Stock or Retained Distributions will cause a forfeiture of such Restricted Stock and any Retained Distributions with respect thereto. IX. MERIT AWARDS The Committee may from time to time make an award of Common Stock under the Plan to selected Employees for such reasons and in such amounts as the Committee, in its sole discretion, may determine. As a condition to any such Merit Award, the Committee may require an Employee to pay to the Company an amount equal to, or in excess of, the par value of the shares of Common Stock awarded to him or her. X. PERFORMANCE SHARES The Committee may make awards of Common Stock or Restricted Stock which may, in the Company's discretion and as directed by the Committee, be evidenced by an Agreement, to selected Employees on the basis of the Company's financial performance in any given period. Subject to the provisions of the Plan, the Committee shall have sole and complete authority to determine the Employees who shall receive such Performance Shares, to determine the number of such shares to be granted for each Performance Period, and to determine the duration of each such Performance Period. There may be more than one Performance Period in existence at any one time, and the duration of Performance Periods may differ from each other. The Performance Goals and Performance Period applicable to an award of Performance Shares shall be set forth in writing by the Committee no later than 90 days after the commencement of the Performance Period and shall be communicated to the Employee. The Committee shall have the discretion to later revise the Performance Goals solely for the purpose of reducing or eliminating the amount of compensation otherwise payable upon attainment of the Performance Goals; provided that the Performance Goals and the amounts payable upon attainment of the Performance Goals may be adjusted during any Performance Period to reflect promotions, transfers or other changes in an Employee's employment so long as such changes are consistent with the Performance Goals established for other Employees in the same or similar positions. In making a Performance Share Award, the Committee may take into account an Employee's responsibility level, performance, cash compensation level, incentive compensation awards and such other considerations as it deems appropriate. Each Performance Share Award shall be established in shares of Common Stock and/or shares of Restricted Stock in such proportions as the Committee shall determine. The amount of any Performance Share award in the aggregate during the term of the Plan to an individual shall not exceed 10,000 shares of Common Stock. The Committee shall determine, in its sole discretion, the manner of payment, which may include (i) cash, (ii) shares of Common Stock, or (iii) shares of Restricted Stock in such proportions as the Committee shall determine. Employees may be offered the opportunity to defer the receipt of payment of earned Performance Shares, and Common Stock may be granted as a bonus for deferral under terms as may be established by the Committee from time to time; however, in no event shall the Common Stock granted as a bonus for deferral exceed 20% of the Performance Shares so deferred. An Employee must be employed by the Company at the end of a Performance Period in order to be entitled to payment of Performance Shares in respect of such period; provided, however, that in the event of an Employee's cessation of employment before the end of such period, or upon the occurrence of his or her death, Retirement, or disability, or other reason approved by the Committee, the Committee may, in its sole discretion, limit such forfeiture. XI. CASH AWARDS The Committee may make Cash Awards. The Committee may grant a Cash Award at the time of grant of any other Award or may grant a Cash Award upon the exercise of any other Award. The terms of any such Cash Award shall be determined by the Committee, in its sole discretion. XII. CONTINUED EMPLOYMENT, AGREEMENT TO SERVE AND EXERCISE PERIODS A. Subject to the provisions of subsection F of this Section 12, every Option and SAR shall provide that it may not be exercised in whole or in part for a one-year period beginning on the date of granting such Option (unless otherwise determined by the Committee). B. Every Option and SAR shall provide that in the event the Employee or, with respect to Options granted under Section 6, subsection B, Outside Director dies (i) while employed by or a member of the Board of American Bankers or, (ii) during the periods in which Options or SARs may be exercised by an Employee or Outside Director determined to be disabled as provided in subsection C of this Section 12 up to 6 months after the death of the Employee or Outside Director such Option or SAR shall be exercisable, at any time or from time to time, prior to the fixed termination date set forth in the Option or SAR, by the Beneficiaries of the decedent to the extent exercisable by the Employee or Outside Director prior to death. C. Every Option and SAR shall provide that in the event the employment of any Employee or, with respect to Options granted under Section 6, subsection B, Outside Director shall cease by reason of disability, at any time during the term of the Option or SAR, such Option or SAR shall be exercisable, at any time or from time to time up to 6 months after the disability of the Employee or Outside Director prior to the fixed termination date set forth in the Option for the number of shares which could have been acquired under the Option immediately prior to disability. As used herein, an Employee or Outside Director will be deemed "disabled" when he or she becomes unable to perform the functions required by his or her regular job or of the Outside Director due to physical or mental illness. In connection with the grant of an Incentive Stock Option an Employee shall be disabled if he or she falls within the meaning of that term as provided in Section 22(e)(3) of the Code. The determination by the Committee of any question involving disability shall be conclusive and binding. D. Except as provided in subsections A, B, C and E of this Section 12, every Option and SAR shall provide that it shall terminate on the earlier to occur of the fixed termination date set forth in the Option or SAR or upon termination, whether voluntary or for cause, of the Employee's employment or of the Outside Director's membership on the Board. E. Notwithstanding any provision of this Section 12 to the contrary, any Award granted pursuant to the Plan, may, in the discretion of the Committee, become exercisable, at any time or from time to time, prior to the fixed termination date set forth in the Award for the full number of awarded shares or any part thereof, less such numbers as may have been theretofore acquired under the Award (i) from and after the time the Employee ceases to be an Employee of American Bankers as a result of the sale or other disposition by American Bankers of assets or property (including shares of any Subsidiary) in respect of which such Employee had theretofore been employed or as a result of which such Employee's continued employment with American Bankers is no longer required, and (ii) in the case of a Change in Control of American Bankers, from and after the date of such Change in Control. F. Subject to the limitations set forth in Section 422 of the Code, the Committee may adopt, amend, or rescind from time to time such provisions as it deems appropriate with respect to the effect of leaves of absence approved by any duly authorized officer of American Bankers with respect to any Employee. XIII. WITHHOLDING TAXES Federal, state or local law may require the withholding of taxes applicable to gains resulting from the exercise of an Award. Unless otherwise prohibited by the Committee, each Employee may satisfy any such tax withholding obligation by any of the following means, or by a combination of such means: (i) a cash payment, (ii) authorizing American Bankers to withhold from the shares of Common Stock otherwise issuable to the Employee pursuant to the exercise or vesting of an Award a number of shares having a Fair Market Value, as of the Tax Date, which will satisfy the amount of the withholding tax obligation, or (iii) by delivery to American Bankers of a number of shares of Common Stock having a Fair Market Value as of the Tax Date which will satisfy the amount of the withholding tax obligation arising from an exercise or vesting of an Award. An Employee's election to pay the withholding tax obligation by (ii) or (iii) above must be made on or before the Tax Date, is irrevocable, is subject to such rules as the Committee may adopt, and may be disapproved by the Committee. If the amount requested is not paid, the Committee may refuse to issue Common Stock under the Plan. XIV. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION In the event of any change in the outstanding Common Stock of the Company by reason of any stock split, stock dividend, recapitalization, merger, consolidation, reorganization, combination, or exchange of shares, split-up, split-off, spin-off, liquidation or other similar change in capitalization, or any distribution to common stockholders other than cash dividends, the number or kind of shares that may be issued under the Plan pursuant to Section 3 and the number or kind of shares subject to, or the price per share under any outstanding Award shall be automatically adjusted so that the proportionate interest of the Employee or Outside Director shall be maintained as before the occurrence of such event. Such adjustment shall be conclusive and binding for all purposes of the Plan. XV. AMENDMENTS AND TERMINATIONS Unless the Plan shall have been earlier terminated as hereinafter provided, no Awards shall be granted hereunder after May 23, 2007. The Board or the Committee may at any time terminate, modify or amend the Plan in such respects as it shall deem advisable; subject to any regulatory or shareholder approval required by law. The Committee may, subject to any regulatory or shareholder approval required by law, at any time modify or amend the terms of an outstanding Award, provided, however, that in no event shall any such termination, modification or amendment to the Plan adversely affect the rights of the holder of any outstanding Award or violate applicable law. XVI. MISCELLANEOUS PROVISIONS A. Except as to Awards to Outside Directors, no Employee or other person shall have any claim or right to be granted an Award under the Plan. B. An Employee's or Outside Director's rights and interest under the Plan may not be assigned or transferred in whole or in part, either directly or by operation of law or otherwise (except in the event of an Employee's or Outside Director's death, by will or the laws of descent and distribution), including, but not by way of limitation, execution, levy, garnishment, attachment, pledge, bankruptcy or in any other manner, and no such right or interest of any Employee or Outside Director in the Plan shall be subject to any obligation or liability of such individual; provided, however, that an Employee's or Outside Director's rights and interest under the Plan may, subject to the discretion and direction of the Committee, be made transferable by such Employee or Outside Director during his or her lifetime. Except as specified in Section 8, the holder of an Award shall have none of the rights of a shareholder until the shares subject thereto shall have been registered in the name of the person receiving or person or persons exercising the Award on the transfer books of the Company. C. No Common Stock shall be issued hereunder unless counsel for the Company shall be satisfied that such issuance will be in compliance with applicable Federal, state, and other securities laws. D. The expenses of the Plan shall be borne by the Company. E. By accepting any Award under the Plan, each Employee and Outside Director and each Personal Representative or Beneficiary claiming under or through him or her shall be conclusively deemed to have indicated his or her acceptance and ratification of, and consent to, any action taken under the Plan by the Company, the Board or the Committee. F. Awards granted under the Plan shall be binding upon American Bankers, its successors, and assigns. G. The appropriate officers of the Company shall cause to be filed any reports, returns, or other information regarding Awards hereunder or any Common Stock issued pursuant hereto as may be required by Sections 13, 15(d) or 16(a) of the Exchange Act, or any other applicable statute, rule, or regulation. H. Nothing contained in this Plan shall prevent the Board of Directors from adopting other or additional compensation arrangements, subject to shareholder approval if such approval is required. I. Each Employee shall be deemed to have been granted any Award on the date the Committee took action to grant such Award under the Plan or such later date as the Committee in its sole discretion shall determine at the time such grant is authorized. XVII. EFFECTIVENESS OF THE PLAN The Plan shall be submitted to the shareholders of the Company for their approval and adoption on May 23, 1997 or such other date fixed for the next meeting of shareholders or any adjournment or postponement thereof. The Plan shall not be effective and no Award shall be made hereunder unless and until the Plan has been so approved and adopted at a meeting of the Company's shareholders. XVIII.GOVERNING LAW The provisions of this Plan shall be interpreted and construed in accordance with the laws of the State of Florida. EX-4.2 3 Exhibit 4.2 AMERICAN BANKERS INSURANCE GROUP, INC. AMENDED AND RESTATED DIRECTORS' DEFERRED COMPENSATION PLAN Exhibit 4.2 AMERICAN BANKERS INSURANCE GROUP, INC. AMENDED AND RESTATED DIRECTORS' DEFERRED COMPENSATION PLAN This Amended and Restated Directors' Deferred Compensation Plan (the "Plan") is an unfunded deferred compensation arrangement for present and future members of the Board of Directors of American Bankers Insurance Group, Inc. or of any of its subsidiaries (the "Company"). The Plan amends and restates the Directors' Deferred Compensation Plan which was effective on October 31, 1980 and subsequently amended in 1984 and 1990. ARTICLE I Definitions (a) "ACCOUNT" means the book account to be established for the benefit of each Participant reflecting the value of the benefits deferred under this Plan. (b) "BOARD" means the Board of Directors of AMERICAN BANKERS INSURANCE GROUP, INC., or the Board of Directors of any of its subsidiaries. (c) "COMMITTEE" means the Planning and Compensation Committee of the Board of Directors of AMERICAN BANKERS INSURANCE GROUP, INC. (d) "COMPANY" means AMERICAN BANKERS INSURANCE GROUP, INC., a Florida corporation and its corporate successors or any subsidiary thereof. (e) "DEFERRED OBLIGATION" means the total amount of the Company's liability for payment of deferred benefits under this Plan. (f) "DETERMINATION DATE" means the last day of each calendar quarter; provided, however, if the last day of a calendar quarter is not a business day, then the Determination Date shall be the next preceding business day. In no event, however, shall a Determination Date be earlier than six months from the date that written notice of the election to defer benefits hereunder in the form of Stock is delivered to the Company. (g) "FAIR MARKET VALUE", when used in connection with common stock of the Company on a certain date means the last trade price of the common stock as reported by the NASDAQ System on the relevant date, or if no quotation shall have been made on that date, on the next preceding day on which there was a quotation if within seven days thereof, or, otherwise as determined in good faith by the Committee. (h) "NET INVESTMENT INCOME YIELD" means the net investment income of American Bankers Insurance Group, Inc. for the preceding calendar year divided by the average total investments of American Bankers Insurance Group, Inc. for the preceding calendar year. (i) "PARTICIPANT" means a Director of the Board electing to defer fees under this Plan. (j) "PLAN" means this Board of Directors' Deferred Compensation Plan as it may be amended from time to time. (k) "RETIREMENT" means retirement at or after attaining age seventy (70). (l) "STOCK" or "SHARE" means the $1.00 par value common stock of the AMERICAN BANKERS INSURANCE GROUP, INC. (m) "YEAR" means the period between successive annual meetings of the stockholders of the Company. ARTICLE II Participants (a) Each duly elected member of the Board of the Company may elect in writing prior to the beginning of any Year of the term in which he will serve as a member of the Company's Board, to defer receipt of all fees to be earned during his term as a Director pursuant to the terms of this Plan. Payment of the deferred amounts shall be postponed until Retirement, resignation or death of a Participant. (b) The Company shall cause an Account to be kept in the name of each Participant, which shall reflect the value of the deferred benefits allocated to the Participant. ARTICLE III Deferred Benefits (a) The Participant may indicate a preference for deferral of benefits in the form of cash or Stock. The deferral shall remain automatically in effect for all periods in which the Participant is a Director of the Company until revoked. The deferral may be revoked with respect to future payments or the form of future payments to be deferred may be changed upon written notice delivered to the Company prior to the beginning of any Year of the term in which a Participant will serve as a member of the Company's Board. The revocation or change will not become effective until six months have elapsed from the date such notice is received by the Company and affects future benefits only. (b) If the Participant elects deferral in the form of Stock: (i) Fees will be deposited in the Participant's Account on the date they are earned as a cash value. (ii) Interest on the cash value of the Account will be credited to the Participant's Account each quarter on the Determination Date at a rate equal to the Net Investment Income Yield. (iii) Shares will be credited to the Participant's Account on each Determination Date equal to the number of whole Shares which could be acquired with the cash value of the Participant's Account on such date. Any amount which cannot be converted to a whole Share on a Determination Date will continue to be accounted for as a cash value in the Participant's Account. The number of whole Shares to be credited to a Participant's Account shall be determined by dividing the total cash value of the Account by the Fair Market Value of a Share on the Determination Date. (iv) The dividend income which would be realized on any Shares in the Participant's Account shall be credited to each Participant's Account as a cash value, based upon the amount of the dividends the Participant would have received had the Stock been delivered to the Participant and registered in the Participant's name. (v) The Company shall issue Shares and any remaining cash value at the end of a Participant's deferral period as set forth in paragraph (g) below. (c) If the Participant elects deferral in the form of cash: (i) Fees will be deposited in the Participant's Account on the date they are earned as a cash value. (ii) Interest on the cash value of the Account will be credited to the Participant's Account each quarter on the Determination Date at a rate equal to the Net Investment Income Yield. (iii) The Company shall issue the cash value at the end of a Participant's deferral period as set forth in paragraph (g) below. (d) The Company shall not be required to set aside or earmark funds in an amount equal to the total amounts deferred for each Year or to issue or acquire Shares for which the Participant has indicated a preference. (e) Title to and beneficial ownership of any assets, whether cash or investments which the Company may set aside or earmark to meet its Deferred Obligation under this Plan shall at all times remain in the Company, and no Participant or beneficiary shall, under any circumstances, acquire any property interest in any specific assets of the Company. (f) In the event the outstanding Shares of Stock are increased or decreased as a result of stock dividends, stock splits, recapitalization or other means having the same effect, or if the Stock is converted to other securities of the Company or of any other corporation as a result of merger, consolidation or other reorganization, the number of Shares of Stock available for allocation under the Plan shall be appropriately adjusted by the Committee. (g) Upon Retirement, resignation or death of a Participant, the number of Shares of Stock allocated to the Account of a Participant and the cash value, credited with interest through the date of Retirement, resignation or death, which is payable to the Participant or his beneficiary shall be determined, and distributed to and paid in a lump sum to the Participant or his beneficiary. The distribution of Stock or cash shall be made within thirty (30) days from Retirement, resignation or receipt of notice of the death of a Participant. (h) Each Participant shall have the right to designate beneficiaries who are to succeed to his rights to receive future distributions of Stock or payments under this Plan in the event of his death. In case of a failure of designation or the death of a designated beneficiary without a designated successor, distribution shall be made to the Participant's estate. No designation of beneficiary shall be valid unless signed in writing by the Participant, dated and filed with the Company. Beneficiaries may be changed without the consent of any prior beneficiaries. (i) Nothing contained in this Plan shall be deemed to create a trust of any kind or create any fiduciary relationship on the part of the Company. To the extent that any person acquires a right to receive distributions of Stock or payments from the Company under this Plan, such right shall be no greater than the right of any unsecured general creditor of the Company. (j) Except in the case of death, no right of any Participant to receive any payment or benefit hereunder shall be transferable. ARTICLE IV Administration (a) The Company shall reserve 100,000 shares of Stock for purposes of the Plan. (b) The books and records to be maintained for the purpose of the Plan shall be maintained by the officers and employees of the Company at its expense and subject to the supervision and control of the Committee. All expenses of issuing Shares and administering the Plan shall be paid by the Company from funds other than those set aside or earmarked under this Plan. (c) To the extent permitted by law, the right of any Participant or beneficiary in any benefit or to any payment under this Plan shall not be subject in any matter to attachment or other legal process for the debts of a Participant or beneficiary and any payment or benefit shall not be subject to anticipation, alienation, sale, transfer, assignment or encumbrance. (d) No member of the Board or the Committee and no officer or employee of the Company shall be liable to any person for any action taken or omitted in connection with the administration of this Plan, unless attributable to his own fraud or willful misconduct, nor shall the Company be liable to any person for any such action unless attributable to fraud or willful misconduct on the part of a Director, officer or employee of the Company. ARTICLE V Transition All deferrals in the form of cash made prior to May 25, 1994, shall remain as cash elections unless changed as to future benefits only in accordance with the terms of this Plan. All deferrals in the form of Stock Equivalents made prior to May 25, 1994, shall be deemed to be deferrals in the form of Stock for which notice was received prior to May 25, 1994, and shall remain in effect unless changed as to future benefits only in accordance with the terms of this Plan. ARTICLE VI Amendment of the Plan (a) The Plan may be amended in whole or in part from time- to-time by the Board of Directors of the American Bankers Insurance Group, Inc. Shareholder approval shall be required for such amendment only if required by law. (b) Notice of every such amendment shall be given in writing to each Participant. (c) It is the intent of the Company that this Plan shall at all times comply with the provisions of Section 16b(3) of the Securities Exchange Act of 1934. EX-5.1 4 Exhibit 5.1 OPINION LETTER Exhibit 5.1 JORDEN BURT BERENSON & JOHNSON LLP 777 BRICKELL AVENUE SUITE 500 MIAMI, FLORIDA 33131-2803 (305) 371-2600 TELECOPIER (305) 372-9928 May 23, 1997 American Bankers Insurance Group, Inc. 11222 Quail Roost Drive Miami, FL 33157 Re: Registration Statement on Form S-8 Dated May 23, 1997 Gentlemen: Reference is made to the above-captioned Registration Statement filed by American Bankers Insurance Group, Inc. (the "Company") with the Securities and Exchange Commission, relating to the offering of 2,100,000 shares of the Company s common stock, $1.00 par value (the "Shares"). In reaching the conclusions expressed in this opinion, we have examined and relied upon, among other things, the Registration Statement, including without limitation the exhibits thereto, the corporate records and other documents of the Company, and statements made to us by officers and directors of the Company. We have also made such further examinations and inquiries as we have deemed necessary to enable us to express the opinions set forth herein. The legal opinions expressed herein relate solely to federal and Florida law. Based upon and subject to the foregoing, the Shares, when issued and sold as contemplated in the Registration Statement, will constitute legally issued, fully paid and nonassessable capital stock of the Company. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our Firm under the heading "Legal Matters" in the Registration Statement. In giving such consent, we do not thereby admit that we are included within the category of the persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder. Very truly yours, JORDEN BURT BERENSON & JOHNSON LLP EX-23.1 5 Exhibit 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Exhibit 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of our report dated March 12, 1997 appearing on page 40 of American Bankers Insurance Group, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1996. PRICE WATERHOUSE LLP Miami, Florida May 28, 1997 -----END PRIVACY-ENHANCED MESSAGE-----