8-A12B

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                                    FORM 8-A

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934




                     American Bankers Insurance Group, Inc.
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             (Exact name of registrant as specified in its charter)




              Florida                                         59-1985922
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(State of incorporation or organization)                   (I.R.S. Employer
                                                          Identification No.)



11222 Quail Roost Drive, Miami, Florida                              33157
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(Address of principal executive offices)                           (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:


   Title of each class                         Name of each exchange on which
   to be so registered                         each class is to be registered
   -------------------                         ------------------------------

   $3.125 Series B Cumulative Convertible      New York Stock Exchange
   Preferred Stock (liquidation preference
   $50 per share)

Securities to be registered pursuant to Section 12(g) of the Act:

                                      None
- --------------------------------------------------------------------------------
                                (Title of Class)



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ITEM 1   DESCRIPTION OF REGISTRANT'S SECURITIES
         TO BE REGISTERED

         $3.125 SERIES B CUMULATIVE CONVERTIBLE
         PREFERRED STOCK (LIQUIDATION PREFERENCE $50 PER SHARE)

         American Bankers Insurance Group, Inc.'s (the "Company's") Third
Amended and Restated Articles, as amended (the "Restated Articles"), authorize
the issuance of 110,000,000 shares of capital stock of which 10,000,000 shares
are designated preferred stock, no par value ("Preferred Stock"), and
100,000,000 shares are designated common stock, par value $1.00 per share
("Common Stock").

         Under the Restated Articles, the Board of Directors of the Company may
provide for the issuance of Preferred Stock in one or more series and the Board
of Directors is authorized to fix the designation, preferences and relative,
participating, optional and other special rights of the shares of such series,
and the qualifications, limitations or restrictions thereof, including, without
limitation, the voting powers, if any, the dividend rate, conversion rights,
redemption price, or liquidation preference of any series of shares of preferred
stock, pursuant to a certificate of designation, without any further vote or
action by the Company's stockholders.

         The $3.125 Series B Cumulative Convertible Preferred Stock
("Convertible Preferred Stock") was authorized as a new series of preferred
stock, consisting of 2,300,000 shares. The description of the Convertible
Preferred Stock set forth below is qualified in its entirety by reference to the
Restated Articles.

         DIVIDENDS

         Holders of shares of Convertible Preferred Stock will be entitled to
receive, when, as and if declared by the Board of Directors out of funds legally
available therefor, cash dividends at an annual rate of $3.125 per share,
payable quarterly in arrears on February 1, May 1, August 1 and November 1 of
each year, commencing November 1, 1996 (with respect to the period from the date
of initial issuance of such shares of Convertible Preferred Stock to such date),
except that if any such date is a Saturday, Sunday or legal holiday then such
dividend will be payable on the next day that is not a Saturday, Sunday or legal
holiday. Dividends will accrue and be cumulative from such date of initial
issuance and will be payable to holders of record as they appear on the stock
transfer books on such record dates as are fixed by the Board of Directors
(provided that no record date shall be later than (a) the sixth business day
prior to the date fixed for any redemption of the Convertible Preferred Stock
or, (b) in the case of the dividend payment date occurring on August 1, 2000,
the tenth business day prior to such date).

         The Convertible Preferred Stock will have priority as to dividends over
the Common Stock and, when and if issued, the Series A Preferred Stock and any
other series or class of the Company's stock hereafter issued that ranks junior
as to dividends to the Convertible Preferred Stock, when and if issued
(collectively, "Junior Dividend Stock"), and no dividend (other than dividends
payable solely in stock that is Junior Dividend Stock and that ranks junior to
the 


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Convertible Preferred Stock as to distributions of assets upon liquidation,
dissolution or winding up of the Company, whether voluntary or involuntary (such
stock that is junior as to liquidation rights, "Junior Liquidation Stock") (the
Common Stock and any other capital stock of the Company that is both Junior
Dividend Stock and Junior Liquidation Stock, "Junior Stock")) may be paid on any
Junior Dividend Stock, and no payment may be made on account of the purchase,
redemption, retirement, or other acquisition of Junior Dividend Stock or Junior
Liquidation Stock (other than such acquisitions pursuant to employee or director
incentive or benefit plans or arrangements, or in exchange solely for Junior
Stock), unless all accrued and unpaid dividends on the Convertible Preferred
Stock for all dividend payment periods ending on or before the date of payment
of such dividends on Junior Dividend Stock, or such payment for such Junior
Dividend Stock or Junior Liquidation Stock, as the case may be, have been paid
or declared and set apart for payment. The Company may not pay dividends on the
Convertible Preferred Stock unless it has paid or declared and set apart for
payment or contemporaneously pays or declares and sets apart for payment all
accrued and unpaid dividends for all dividend payment periods on any class or
series of stock having parity with the Convertible Preferred Stock as to
dividends ("Parity Dividend Stock") ratably, so that the amount of dividends
declared and paid per share on the Convertible Preferred Stock and such Parity
Dividend Stock will bear to each other and the same ratio that the accrued and
unpaid dividends to the date of payment on Convertible Preferred Stock and such
Parity Dividend Stock bear each other. No payment may be made on account of the
purchase, redemption, retirement or other acquisition of shares of Junior Stock,
Parity Dividend Stock or other class or series of the Company's capital stock
ranking on a parity with the Convertible Preferred Stock as to distributions of
assets upon liquidation, dissolution or winding up of the Company, whether
voluntary or involuntary (such stock that has parity with the Convertible
Preferred Stock as to liquidation rights, "Parity Liquidation Stock") (other
than such acquisitions pursuant to employee or director or incentive or benefit
plans or arrangements, or in exchange solely for Junior Stock) unless all
accrued and unpaid dividends on the Convertible Preferred Stock for all dividend
payment periods ending on or before the date of payment on account of such
acquisition of such Parity Dividend Stock or Parity Liquidation Stock shall have
been paid or declared and set apart for payment.

         The amount of dividends payable per share of Convertible Preferred
Stock for each quarterly dividend period will be computed by dividing the annual
dividend amount by four. The amount of dividends payable for the initial period
and for any period shorter than a full quarterly dividend period will be
computed on the basis of a 360-day year of twelve 30-day months. No interest
will be payable in respect of any dividend payment on the Convertible Preferred
Stock which may be in arrears.

         Under Florida law, no dividend or distribution to holders of capital
stock may be made if, after giving effect to such dividend or distribution, the
Company would not be able to pay its debts as they become due in the usual
course of business, or the Company's total assets would be less than the sum of
its total liabilities plus the amount that would be needed if the Company were
to be dissolved at the time of the payment of such dividend or distribution, to
satisfy the preferential rights upon dissolution of holders of Senior
Liquidation Stock (as defined below). As the Company is a holding company with
no business operations, its primary source of cash are dividends and other
payments from its insurance subsidiaries. Its insurance subsidiaries' ability to



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pay dividends without prior regulatory approval is limited by applicable laws
and regulations. The Company is also subject to restrictions on dividend
payments (including dividend payments on the Convertible Preferred Stock)
pursuant to the terms of certain of its financing arrangements.

         LIQUIDATION RIGHTS

         In the case of the voluntary or involuntary liquidation, dissolution or
winding up of the Company, holders of shares of Convertible Preferred Stock are
entitled to receive the liquidation preference of $50 per share, plus an amount
equal to any accrued and unpaid dividends to the payment date, before any
payment or distribution is made to the holders of Common Stock or any Junior
Liquidation Stock, but the holders of the shares of the Convertible Preferred
Stock will not be entitled to receive the liquidation preference of such shares
until the liquidation preference of any other series or class of stock hereafter
issued that ranks senior as to liquidation rights to the Convertible Preferred
Stock ("Senior Liquidation Stock") has been paid in full. The holders of
Convertible Preferred Stock and all series or classes of stock hereafter issued
that rank on a parity as to distributions of assets upon such liquidation,
dissolution or winding up of the Company with the Convertible Preferred Stock
are entitled to share ratably, in accordance with the respective preferential
amounts payable on such stock, in any distribution (after payment of the
liquidation preference of the Senior Liquidation Stock) which is not sufficient
to pay in full the aggregate of the amounts payable thereon. After payment in
full of the liquidation preference of the shares of the Convertible Preferred
Stock, the holders of such shares will not be entitled to any further
participation in any distribution of assets by the Company. Neither a
consolidation nor merger of the Company with another corporation nor a sale or
transfer of all or substantially all of the Company's property or assets will be
considered a liquidation, dissolution or winding up of the Company.

         VOTING RIGHTS

         The holders of the Convertible Preferred Stock will not have voting
rights except as described below or as required by law. In exercising any such
vote, each outstanding share of Convertible Preferred Stock will be entitled to
one vote, excluding shares held by any entity controlled by the Company, which
shares shall have no voting rights.

         Whenever dividends on the Convertible Preferred Stock or any
outstanding shares of Parity Dividend Stock have not been paid in an aggregate
amount equal to at least six quarterly dividends on such shares (whether or not
consecutive), the number of members of the Company's Board of Directors will be
increased by two, and the holders of the Convertible Preferred Stock, voting
separately as a class with the holders of Parity Dividend Stock on which like
voting rights have been conferred and are exercisable, will be entitled to elect
such two additional directors who shall continue to serve so long as such
dividends remain in arrears. Such voting rights will terminate when all such
dividends accrued and unpaid have been declared and paid or set apart for
payment. The term of office of all directors so elected will terminate
immediately upon the termination of such voting rights and the number of members
of the Board of Directors will be reduced by two.



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         In addition, so long as any Convertible Preferred Stock is outstanding,
the Company will not, without the affirmative vote or consent of the holders of
at least 66 2/3% of all outstanding shares of Convertible Preferred Stock and
outstanding Parity Dividend Stock (voting as a single class), (i) amend, alter
or repeal (by merger or otherwise) any provision of the Restated Articles or the
bylaws so as to affect adversely the relative rights, preferences,
qualifications, limitations, or restrictions of the Convertible Preferred Stock
or (ii) effect any reclassification of the Convertible Preferred Stock.

         REDEMPTION AT OPTION OF THE COMPANY

         The Convertible Preferred Stock may not be redeemed prior to August 7,
2000. On or after such date, the Convertible Preferred Stock may be redeemed by
the Company, at its option, in whole or in part at any time, subject to the
limitations, if any, imposed by applicable law, at a cash redemption price of
$51.88 per share, plus accrued and unpaid dividends to but excluding the
redemption date, if redeemed on or prior to August 6, 2001, and at the following
redemption prices per share, if redeemed during the 12-month period ending
August 6:

                                                   REDEMPTION
                                                      PRICE
                 YEAR                               PER SHARE
                 ----                               ---------

                 2002............................ $   51.56
                 2003............................     51.25
                 2004............................     50.94
                 2005............................     50.63
                 2006............................     50.31

and thereafter at $50 per share plus, in each case, accrued and unpaid dividends
to but excluding the redemption date. If fewer than all the outstanding shares
of Convertible Preferred Stock are to be redeemed, the Company will select those
shares to be redeemed pro rata or by lot or in such other manner as the Board of
Directors may determine to be fair. There is no mandatory redemption or sinking
fund obligation with respect to the Convertible Preferred Stock. If at any time
dividends on the Convertible Preferred Stock are in arrears, the Company may not
redeem less than all of the then outstanding shares of the Convertible Preferred
Stock until all accrued dividends for all past dividend periods have been paid
in full.

         Notice of redemption will be mailed at least 30 days but not more than
90 days before the date fixed for redemption to each holder of record of shares
of Convertible Preferred Stock to be redeemed at the address shown on the stock
transfer books. No fractional shares of Convertible Preferred Stock will be
issued upon a redemption of less than all of the Convertible Preferred Stock,
but in lieu thereof, an appropriate amount will be paid in cash based on the
value for the shares of Convertible Preferred Stock as determined in good faith
by the Board of Directors. After the date fixed for redemption, dividends will
cease to accrue on the shares of Convertible Preferred Stock called for
redemption and other rights of the holders of such shares will



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terminate, except the right to receive the redemption price without interest,
and all conversion privileges will terminate on the fifth business day prior to
the date fixed for redemption.

         CONVERSION RIGHTS

         The holder of any shares of Convertible Preferred Stock will have the
right, at the holder's option, to convert any or all shares into Common Stock at
any time at the conversion rate (subject to adjustment as described below) of
0.9987 shares for each share of Convertible Preferred Stock, equivalent to an
initial conversion price of $50.065 for each share of Common Stock, except that
if the Convertible Preferred Stock is called for redemption, the conversion
right will terminate at 5:00 p.m. New York City time on the business day prior
to the date fixed for such redemption and if not exercised prior to such time,
such conversion right will be lost, unless the Company defaults in making the
payment due upon redemption. Except as provided in the next paragraph, no
payment or adjustment will be made upon any conversion of any share of
Convertible Preferred Stock or on account of any dividends on the Common Stock
issued upon conversion (except that if a converting holder of Convertible
Preferred Stock is eligible for a dividend on both the Convertible Preferred
Stock and the Common Stock issued upon conversion, the holder is entitled to the
higher of such dividend amounts). Following conversion, the holder will no
longer have any right to payment of dividends on the shares surrendered for
conversion. No fractional shares of Common Stock will be issued upon conversion
but, in lieu thereof, an appropriate amount will be paid in cash based on the
reported last sale price for the shares of Common Stock as reported on a
national securities exchange or on the Nasdaq National Market on the day of such
conversion.

         If the Company, by dividend or otherwise, declares or makes a
distribution on its Common Stock referred to in clause (iv) or (v) of the next
following paragraph, the holders of the Convertible Preferred Stock, upon the
conversion thereof subsequent to the close of business on the date fixed for the
determination of shareholders entitled to receive such distribution and prior to
the effectiveness of the conversion price adjustment in respect of such
distribution, will be entitled to receive for each share of Common Stock into
which each such share of Convertible Preferred Stock is converted the portion of
the shares of Common Stock, rights, warrants, evidences of indebtedness, shares
of capital stock, cash and assets so distributed applicable to one share of
Common Stock; provided, however, that the Company may, with respect to all
holders so converting, in lieu of distributing any portion of such distribution
not consisting of cash or securities of the Company, pay such holder cash equal
to the fair market value thereof (as determined by the Board of Directors).

         The conversion price will be subject to adjustment in certain events
including, without duplication: (i) dividends (and other distributions) payable
in Common Stock on any class of capital stock of the Company; (ii) the issuance
to all holders of Common Stock of rights or warrants, or the occurrence of an
event under the Rights Agreement, entitling holders of such rights or warrants
to subscribe for or purchase Common Stock at less than the then current market
price (as defined); (iii) subdivisions and combinations of Common Stock; (iv)
distributions to all holders of Common Stock of evidences of indebtedness of the
Company, shares of capital stock, cash or assets (including securities, but
excluding those rights, warrants, 



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dividends and distributions referred to above and dividends and distributions
paid exclusively in cash); and (v) distributions consisting of cash, excluding
(A) cash that is part of a distribution referred to in (iv) above, and (B) any
cash representing an amount per share of Common Stock of any quarterly cash
dividend to the extent it does not exceed the amount per share of Common Stock
of the next preceding quarterly cash dividend (as adjusted to reflect any of the
events referred to in clauses (i) through (v) of this sentence) or all of any
such quarterly cash dividends if the amount thereof per share of Common Stock
multiplied by four does not exceed 15% of the current market price (as defined)
of Common Stock on the trading day (as defined) next preceding the date of
declaration of such dividend. Following certain adjustments to the conversion
price, notice of such event will be mailed to the holders of the Convertible
Preferred Stock.

         The foregoing adjustments to the conversion price are designed to
compensate the holders of the Convertible Preferred Stock for the value of the
cash, securities or other assets that they would have otherwise received had
they converted their Convertible Preferred Stock into shares of Common Stock
prior to such distribution. Such adjustment would generally result in a reduced
conversion price, which would entitle the holders of Convertible Preferred Stock
to receive a greater number of shares of Common Stock upon conversion of the
Convertible Preferred Stock into Common Stock.

         The Company from time to time may reduce the conversion price by an
amount for any period of time of at least 20 days, in which case the Company
shall give at least 15 days' notice of such reduction, if the Board of Directors
of the Company has made a determination that such reduction would be in the best
interest of the Company, which determination shall be conclusive.

         In the event that the Company is a party to any transaction (including,
without limitation, a merger, consolidation, sale of all or substantially all of
the Company's assets, recapitalization or reclassification of the Common Stock
(each of the foregoing being referred to as a "Company Transaction")), in each
case (except in the case of a Common Stock Fundamental Change (as defined)) as a
result of which shares of Common Stock shall be converted into the right to
receive securities, cash or other property, each share of the Convertible
Preferred Stock shall thereafter be convertible into the kind and amount of
securities, cash and other property receivable upon the consummation of such
Company Transaction by a holder of that number of shares of Common Stock into
which one share of the Convertible Preferred Stock was convertible immediately
prior to such Company Transaction (or in the case of a Common Stock Fundamental
Change, common stock of the kind received by the holders of Common Stock as a
result of such Common Stock Fundamental Change) (but after giving effect to any
adjustment discussed in the next paragraph relating to a Fundamental Change (as
defined) if such Company Transaction constitutes a Fundamental Change, and
subject to funds being legally available for such purpose under applicable law
at the time of such conversion).

         Notwithstanding any other provision in the preceding paragraphs to the
contrary, if any Fundamental Change occurs, then the conversion price in effect
will be adjusted immediately after such Fundamental Change as described below.
In addition, in the event of a Common Stock Fundamental Change, each share of
the Convertible Preferred Stock shall be convertible solely 



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into common stock of the kind received by holders of Common Stock as the result
of such Common Stock Fundamental Change. For purposes of calculating any
adjustment to be made pursuant to this paragraph in the event of a Fundamental
Change, immediately after such Fundamental Change:

                  (i) in the case of a Non-Stock Fundamental Change (as
         defined), the conversion price of the Convertible Preferred Stock will
         thereupon become the lower of (A) the conversion price in effect
         immediately prior to such Non-Stock Fundamental Change, but after
         giving effect to any other prior adjustments, and (B) the result
         obtained by multiplying the greater of the Applicable Price (as
         defined) or the then applicable Reference Market Price (as defined) by
         a fraction of which the numerator will be $50 and the denominator will
         be the then current redemption price per share (or, for periods prior
         to August 7, 2000, an amount per share determined in accordance with
         the Restated Articles); and

                  (ii) in the case of a Common Stock Fundamental Change, the
         conversion price of the Convertible Preferred Stock in effect
         immediately prior to such Common Stock Fundamental Change, but after
         giving effect to any other prior adjustments, will thereupon be
         adjusted by multiplying such conversion price by a fraction, of which
         the numerator will be the Purchaser Stock Price (as defined) and the
         denominator will be the Applicable Price; provided, however, that in
         the event of a Common Stock Fundamental Change in which (A) 100% of the
         value of the consideration received by a holder of Common Stock is
         common stock of the successor, acquiror or other third party (and cash,
         if any, is paid with respect to any fractional interests in such common
         stock resulting from such Common Stock Fundamental Change) and (B) all
         of the Common Stock will have been exchanged for, converted into, or
         acquired for, common stock (and cash with respect to fractional
         interests) of the successor, acquiror or other third party, the
         conversion price of the Convertible Preferred Stock in effect
         immediately prior to such Common Stock Fundamental Change will
         thereupon be adjusted by dividing such conversion price by the number
         of shares of common stock of the successor, acquiror, or other third
         party received by a holder of one share of Common Stock as a result of
         such Common Stock Fundamental Change.

         The foregoing conversion price adjustments in the event of a Non-Stock
Fundamental Change will apply in situations whereby all or substantially all of
the Common Stock is acquired in a transaction in which 50% or less of the value
received by holders of Common Stock consists of common stock that has been
admitted for listing on a national securities exchange or quoted on the Nasdaq
National Market. If the market price of the Common Stock immediately prior to a
Non-Stock Fundamental Change is lower than the applicable conversion price of
the Convertible Preferred Stock then in effect, the conversion price will be
adjusted as described in (i) above and the holders of the Convertible Preferred
Stock will be entitled to receive the amount and kind of consideration that
would have been received if the Convertible Preferred Stock had been converted
into Common Stock prior to the Non-Stock Fundamental Change after giving effect
to such adjustment.



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         The foregoing conversion price adjustments in the event of a Common
Stock Fundamental Change will apply in situations whereby more than 50% of the
value received by holders of Common Stock consists of common stock of another
company that has been admitted for listing on a national securities exchange or
quoted on the Nasdaq National Market, in which case the Convertible Preferred
Stock will become convertible into shares of common stock of the other company.
If consideration for the Common Stock consists partly of common stock of another
company and partly of other securities, cash or property, each share of
Convertible Preferred Stock will be convertible solely into a number of shares
of such common stock determined so that the initial value of such shares
(measured as described in the definition of Purchaser Stock Price below) equals
the value of the shares of Common Stock into which such share of Convertible
Preferred Stock Price below) equals the value of the shares of Common Stock into
which such share of Convertible Preferred Stock was convertible immediately
before the Transaction (measured as described in the definition of Applicable
Price below). If consideration for Common Stock is solely common stock of
another company, each share of Convertible Preferred Stock will be convertible
into the same number of shares of such common stock receivable by a holder of
the number of shares of Common Stock into which such share of Convertible
Preferred Stock was convertible immediately before such transaction.

         Depending upon whether the Fundamental Change is a Non-Stock
Fundamental Change or Common Stock Fundamental Change, a holder may receive
significantly different consideration upon conversion. In the event of a
Non-Stock Fundamental Change, the holder has the right to convert each share of
the Convertible Preferred Stock into the kind and amount of shares of stock and
other securities or property or assets receivable by a holder of the number of
shares of Common Stock issuable upon conversion of such share of the Convertible
Preferred Stock immediately prior to such Non-Stock Fundamental Change, but
after giving effect to the adjustment described above. However, in the event of
a Common Stock Fundamental Change in which less than 100% of the value of the
consideration received by a holder of Common Stock is common stock of the
acquiror or other third party, a holder of a share of the Convertible Preferred
Stock who converts a share following the Common Stock Fundamental Change will
receive consideration in the form of such common stock only, whereas a holder
who has converted his share prior to the Common Stock Fundamental Change will
receive consideration in the form of common stock as well as any other
securities or assets (which may include cash) receivable thereupon by a holder
of the number of shares of Common Stock issuable upon conversion of such share
of Convertible Preferred Stock immediately prior to such Common Stock
Fundamental Change.

         The term "Applicable Price" means (i) in the event of a Non-Stock
Fundamental Change in which the holders of the Common Stock receive only cash,
the amount of cash received by the holder of one share of Common Stock and (ii)
in the event of any other Non-Stock Fundamental Change or any Common Stock
Fundamental Change, the average of the Closing Prices (as defined) for the
Common Stock during the ten trading days (as defined) prior to and including the
record date for the determination of the holders of Common Stock entitled to
receive cash, securities, property or other assets in connection with such
Non-Stock Fundamental Change or Common Stock Fundamental Change, or, if there is
no such record date, the date upon which the holders of the Common Stock shall
have the right to receive such cash, securities, property or


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other assets, in each case, as adjusted in good faith by the Board of Directors
or the Company to appropriately reflect any of the events referred to in clauses
(i) through (v) of the third paragraph of this CONVERSION RIGHTS subsection.

         The term "Closing Price" of any common stock means on any day the last
reported sale price regular way on such day or in case no sale takes place on
such day, the average of the reported closing bid and asked prices regular way
in each case on the Nasdaq National Market or, if the common stock is not quoted
on such system, on the principal national securities exchange or quotation
system on which such stock is listed or admitted to trading or quoted, or, if
not listed or admitted to trading on any national securities exchange or
quotation system, the average of the closing bid and asked prices in the
over-the-counter market on such day as reported by the National Quotation Bureau
Incorporated, or a similarly generally accepted reporting service, or, if not so
available in such manner, as furnished by any New York Stock Exchange Member
firm selected by the Company for that purpose.

         The term "Common Stock Fundamental Change" means any Fundamental Change
in which more than 50% of the value (as determined in good faith by the Board of
Directors of the Company) of the consideration received by holders of Common
Stock consists of common stock that for each of the ten consecutive trading days
referred to in the second preceding paragraph has been admitted for listing or
admitted for listing subject to notice of issuance on a national securities
exchange or quoted on the Nasdaq National Market, PROVIDED, HOWEVER, that a
Fundamental Change shall not be a Common Stock Fundamental Change unless either
(i) the Company continues to exist after the occurrence of such Fundamental
Change and the outstanding shares of Convertible Preferred Stock continue to
exist as outstanding Convertible Preferred Stock, or (ii) not later than the
occurrence of such Fundamental Change, the outstanding shares of Convertible
Preferred Stock are converted into or exchanged for shares of Convertible
Preferred Stock of a corporation succeeding to the business of the Company,
which Convertible Preferred Stock has powers, preferences and relative,
participating, optional or other rights, and qualifications, limitations and
restrictions, substantially similar to those of the Convertible Preferred Stock.

         The term "Fundamental Change" means the occurrence of any transaction
or event in connection with a plan pursuant to which all or substantially all of
the Common Stock shall be exchanged for, converted into, acquired for or
constitute solely the right to receive cash, securities, property or other
assets (whether by means of an exchange offer, liquidation, tender offer,
consolidation, merger, combination, reclassification, recapitalization or
otherwise) provided, in the case of a plan involving more than one such
transaction or event, for purposes of adjustment of the conversion price, such
Fundamental Change shall be deemed to have occurred when substantially all of
the Common Stock of the Company shall be exchanged for, converted into, or
acquired for or constitute solely the right to receive cash, securities,
property or other assets, but the adjustment shall be based upon the highest
weighted average per share consideration which a holder of Common Stock could
have received in such transactions or events as a result of which more than 50%
of the Common Stock of the Company shall have been exchanged for, converted
into, or acquired for or constitute solely the right to receive cash,
securities, property or other assets.



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         The term "Non-Stock Fundamental Change" means any Fundamental Change
other than a Common Stock Fundamental Change.

         The term "Purchaser Stock Price" means, with respect to any Common
Stock Fundamental Change, the average of the Closing Prices for the common stock
received in such Common Stock Fundamental Change for the ten consecutive trading
days prior to and including the record date for the determination of the holders
of Common Stock entitled to receive such common stock, or if there is no such
record date, the date upon which the holders of the Common Stock shall have the
right to receive such common stock, in each case, as adjusted in good faith by
the Board of Directors to appropriately reflect any of the events referred to in
clauses (i) through (v) of the third paragraph of this subsection; PROVIDED,
HOWEVER, that if no such Closing Prices exist, the Purchaser Stock Price shall
be set at a price determined in good faith by the Board of Directors of the
Company.

         The term "Reference Market Price" shall mean $26.92 (which is an amount
equal to 66 2/3% of the reported last sale price for the Common Stock on the
Nasdaq National Market on July 23, 1996) and in the event of any adjustment to
the conversion price other than as a result of a Fundamental Change, the
Reference Market Price shall also be adjusted so that the ratio of the Reference
Market Price to the conversion price after giving effect to any such adjustment
shall always be the same ratio of $26.92 to the initial conversion price
specified in the first sentence of this subsection.

         Notwithstanding the foregoing provisions, the issuance of any shares of
Common Stock pursuant to any plan providing for the reinvestment of dividends or
interest payable on securities of the Company and the investment of additional
optional amounts in shares of Common Stock under any such plan, and the issuance
of any shares of Common Stock or options or rights to purchase such shares
pursuant to any employee benefit plan or program of the Company or pursuant to
any option, warrant, right or exercisable, exchangeable or convertible security
outstanding as of the date the Convertible Preferred Stock was first designated
(other than the occurrence of certain events under the Rights Agreement or
successor thereto), and any issuance of Rights (as defined) shall not be deemed
to constitute an issuance of Common Stock or exercisable, exchangeable or
convertible securities by the Company to which any of the adjustment provisions
described above applies. There shall also be no adjustment of the conversion
price in case of the issuance of any stock (or securities convertible into or
exchangeable for stock) of the Company, except as specifically described above.
If any action would require adjustment of the conversion price pursuant to more
than one of the provisions described above, only one adjustment shall be made
and such adjustment shall be the amount of adjustment which has the highest
absolute value to holders of the Convertible Preferred Stock. No adjustment in
the conversion price will be required unless such adjustment would require an
increase or decrease of at least 1% of the conversion price, but any adjustment
that would otherwise be required to be made shall be carried forward and taken
into account in any subsequent adjustment.



                                       11
   12

         RIGHTS AGREEMENT


         The Company has entered into a Rights Agreement with Chase Bank (the
"Rights Agreement"). The Series A Preferred Stock is issuable pursuant to
purchase rights (the "Rights") attributable to each outstanding share of Common
Stock under the Rights Agreement. Shares of Common Stock issued upon conversion
of the Convertible Preferred Stock, and prior to any Distribution Date (as
defined in the Rights Agreement) and the redemption or expiration of the Rights
will also be issued with Rights in accordance with the terms and conditions of
the Rights Agreement.

         TRANSFER AGENT

         The transfer agent of the Convertible Preferred Stock is The Bank of
New York.

ITEM 2   EXHIBITS

                  1.   American Bankers Insurance Group, Inc. Third Amended
                       and Restated Articles of Incorporation, as amended.

                  2.   All exhibits required by Instruction II to Item 2
                       will be supplied to the New York Stock Exchange.


                                       12

   13



                                   SIGNATURES
                                   ----------

         Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.



                                        American Bankers Insurance Group, Inc.


                                        By /s/ Robert Hill
                                           ------------------------------------
                                           Robert Hill
Dated: June 19, 1997                       Principal Accounting Officer






                                       13

EX-1

   1
                                                                  EXHIBIT 1
                           THIRD AMENDED AND RESTATED

                           ARTICLES OF INCORPORATION

                                       OF

                     AMERICAN BANKERS INSURANCE GROUP, INC.

   -------------------------------------------------------------------------

         American Bankers Insurance Group, Inc., a corporation organized and
existing under the laws of the State of Florida, does hereby certify pursuant
to Section 607.1007, Florida Statutes, that:

         1.      The name of the corporation is American Bankers Insurance
Group, Inc.

         2.      These Third Amended and Restated Articles of Incorporation
have been duly adopted by the Board of Directors of American Bankers Insurance
Group, Inc., without shareholder action, pursuant to a written consent to
action dated as of July 16, 1996, and include amendments to Article IV
authorizing a new class of preferred stock, referred to in these Third Amended
and Restated Articles of Incorporation as $3.125 Series B Cumulative
Convertible Preferred Stock, and setting forth the rights, preferences and
limitations of such $3.125 Series B Cumulative Convertible Preferred Stock.
These amendments do not require shareholder action.

         3.      There are no discrepancies between the provisions of the
Corporation's Second Amended and Restated Articles of Incorporation as
heretofore amended and the provisions of these Third Amended and Restated
Articles of Incorporation other than the inclusion of the foregoing amendments
and the omission of matters of historical interest.

                                ARTICLE I - NAME

The name of the Corporation is American Bankers Insurance Group, Inc.

                             ARTICLE II - DURATION

The Corporation shall exist perpetually until dissolved according to law.

                             ARTICLE III - PURPOSE

The Corporation shall be authorized to exercise and enjoy all powers, rights,
and privileges granted by the laws of the State of Florida to corporations
   2
organized thereunder, and all the powers conferred by all acts hereafter
amendatory of or supplemental to the laws of the State of Florida.

                          ARTICLE IV - STATED CAPITAL

The Corporation shall be authorized to issue two classes of shares of stock to
be designated, respectively, "Common Stock" and "Preferred Stock"; the total
number of shares which the Corporation shall have authority to issue is
38,500,000; the total number of shares of Common Stock shall be 35,000,000 and
each such share shall have a par value of One Dollar ($1.00); and the total
number of shares of Preferred Stock shall be 3,500,000 and each share shall be
without par value.

Each outstanding share of Common Stock, regardless of class, shall be entitled
to one (1) vote on each matter submitted to a vote at a meeting of
shareholders.  Shares of Common Stock may be issued for such consideration,
having a value not less than the par value of the shares issued therefor, as is
determined from time to time by the Board of Directors, to be paid, in whole or
in part, in cash or other property, tangible or intangible, or in labor or then
services actually performed for the Corporation.  Shares of Common Stock may
not be issued until the full amount of the consideration therefor has been
paid.  Thereafter, such shares shall be deemed to be paid and non-assessable.

The shares of Preferred Stock may be issued from time to time in one or more
series.  The Board of Directors is expressly vested with authority to fix by
resolution or resolutions the designations and the powers, preferences and
relative, participating, optional or other special rights, and qualifications,
limitations and restrictions thereof, including, without limitation the voting
powers, if any, the dividend rate, conversion rights, redemption price, or
liquidation preference, of any series of shares of Preferred Stock, and to fix
the number of shares constituting any such series, and to increase or decrease
the number of shares of any such series (but not below the number of shares
thereof then outstanding).  In case  the number of shares of any such series
shall be so decreased, the shares constituting such decrease shall resume the
status which they had prior to the adoption of the resolution or resolutions
originally fixing the number of shares of such series."
   3

                     SERIES A PARTICIPATING PREFERRED STOCK

         Section 1. Designation and Amount. The shares of such series shall be
designated as "Series A Participating Preferred Stock."  The shares
constituting such series shall be without par value.  The number of shares
constituting such series shall be 350,000.

         Section 2. Dividends and Distribution.

         (A) Subject to the prior and superior rights of the holders of any
shares of any series of Preferred Stock ranking prior and superior to the
shares of Series A Participating Preferred Stock with respect to dividends, the
holders of shares of Series A Participating Preferred Stock shall be entitled
to receive, when, as and if declared by the Board of Directors out of funds
legally available for the purpose, quarterly dividends payable in cash on the
last day of March, June, September, and December in each year (each such date
being referred to herein as a "Quarterly Dividend Payment Date"), commencing on
the first Quarterly Dividend Payment Date after the first issuance of a share
or fraction of a share of Series A Participating Preferred Stock, in an amount
per share (rounded to the nearest cent) equal to the greater of (a) $3.125 or
(b) subject to the provisions for adjustment hereinafter set forth, 100 times
the aggregate per share amount of all cash dividends, and 100 times the
aggregate per share amount (payable in kind) of all non-cash dividends or other
distributions other than a dividend payable in shares of Common Stock or a
subdivision of the outstanding shares of Common Stock (by reclassification or
otherwise), declared on the Common Stock, par value $1.00 per share, of the
Corporation, (the "Common Stock") since the immediately preceding Quarterly
Dividend Payment Date, or with respect to the first Quarterly Dividend Payment
Date, since the first issuance of any share or fraction of a share of Series A
Participating Preferred Stock.  In the event the Corporation shall at any time
after February 24, 1988 (the "Rights Declaration Date") (i) declare any
dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the
outstanding Common Stock, or (iii) combine the outstanding Common Stock into a
smaller number of shares, then in each such case the amount to which holders of
shares of Series A Participating Preferred Stock were entitled immediately
prior to such event under clause (b) of the preceding sentence shall be
adjusted by multiplying such amount by a fraction the numerator of which is the
number of shares of Common Stock outstanding immediately after such event and
the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

         (B) The Corporation shall declare a dividend or distribution on the
Series A Participating Preferred Stock as provided in paragraph (A) above
immediately after it declares a dividend or distribution on the Common Stock
(other than a dividend payable in shares of Common Stock); provided that, in
the event no dividend or distribution shall have been declared on the Common
Stock during
   4

the period between any Quarterly Dividend Payment Date and the next subsequent
Quarterly Dividend Payment Date, a dividend of $3.125 per share on the Series A
Participating Preferred Stock shall nevertheless be payable on such subsequent
Quarterly Dividend Payment Date.

         (C) Dividends shall begin to accrue and be cumulative on outstanding
shares of Series A Participating Preferred Stock from the Quarterly Dividend
Payment Date next preceding the date of issue of such shares of Series A
Participating Preferred Stock, unless (i) the date of issue of such shares is
prior to the record date for the first Quarterly Dividend Payment Date, in
which case dividends on such shares shall begin to accrue from the date of
issue of such shares, or (ii) the date of issue is a Quarterly Dividend Payment
Date or is a date after the record date for the determination of holders of
shares of Series A Participating Preferred Stock entitled to receive a
quarterly dividend and before such Quarterly Dividend Payment Date, in either
of which events such dividends shall begin to accrue and be cumulative from
such Quarterly Dividend Payment Date.  Accrued but unpaid dividends shall not
bear interest.  Dividends paid on the shares of Series A Participating
Preferred Stock in an amount less than the total amount of such dividends at
the time accrued and payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding.  The Board
of Directors may fix a record date for the determination of holders of shares
of Series A Participating Preferred Stock entitled to receive payment of a
dividend or distribution declared thereon, which record date shall be no more
than 60 days prior to the date fixed for the payment thereof.


         Section 3. Voting Rights.  The holders of shares of Series A
Participating Preferred Stock shall have the following voting rights:

         (A) Subject to the provision for adjustment hereinafter set forth,
each share of Series A Participating Preferred Stock shall entitle the holder
thereof to 100 votes on all matters submitted to a vote of the shareholders of
the Corporation.  In the event the Corporation shall at any time after the
Rights Declaration Date (i) declare any dividend on Common Stock payable in
shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii)
combine the outstanding Common Stock into a smaller number of shares, then in
each such case the number of votes per share to which holders of shares of
Series A Participating Preferred Stock were entitled immediately prior to such
event shall be adjusted by multiplying such number by a fraction the numerator
of which is the number of shares of Common Stock outstanding immediately after
such event and the denominator of which is the number of shares of Common Stock
that were outstanding immediately prior to such event.

         (B) Except as otherwise provided by the Third Amended and Restated
Articles of Incorporation of the Corporation, or by law, the holders of shares
of
   5

Series A Participating Preferred Stock and the holders of shares of Common
Stock (and any other capital stock of the Corporation at the time entitled
thereto) shall vote together as one class on all matters submitted to a vote of
shareholders of the Corporation.

         (C) Except as set forth herein, holders of Series A Participating
Preferred Stock shall have no special voting rights and their consent shall not
be required (except to the extent they are entitled to vote with holders of
Common Stock as set forth herein) for taking any corporate action.

         Section 4. Certain Restrictions.

         (A) Whenever quarterly dividends or other dividends or distributions
payable on a Series A Participating Preferred Stock as provided in Section 2
are in arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on shares of Series A Participating
Preferred Stock outstanding shall have been paid in full, the Corporation shall
not:

         (i) declare or pay dividends on, make any other distributions on, or   
         redeem or purchase or otherwise acquire for consideration any shares
         of stock ranking junior (either as to dividends or upon liquidation,
         dissolution or winding up) to the Series A Participating Preferred
         Stock;

         (ii) declare or pay dividends on or make any other distributions on 
         any shares of stock ranking on a parity (either as to dividends or upon
         liquidation, dissolution or winding-up) with the Series A Participating
         Preferred Stock, except dividends paid ratably on the Series A 
         Participating Preferred Stock and all such parity stock on which 
         dividends are payable or in arrears in proportion to the total amounts 
         to which the holders of all such shares are then entitled;

         (iii) redeem or purchase or otherwise acquire for consideration shares 
         of any stock ranking on a parity (either as to dividends or upon 
         liquidation, dissolution or winding up) with the Series A 
         Participating Preferred Stock, provided that the Corporation may at
         any time redeem, purchase or otherwise acquire shares of any such
         parity stock in exchange for shares of any stock of the Corporation
         ranking junior (either as to dividends or upon dissolution,
         liquidation or winding up) to the Series A Participating Preferred
         Stock;

         (iv) purchase or otherwise acquire for consideration any shares of 
         Series A Participating Preferred Stock, or any shares of stock ranking
         on a parity with the Series A Participating Preferred Stock, except 
         in accordance with a purchase offer made in writing or by publication 
         (as determined by the Board of Directors) to all holders of such 
         shares upon
   6

        such terms as the Board of Directors, after consideration of the
        respective annual dividend rates and other relative rights and
        preferences of the respective series and classes, shall determine in
        good faith will result in fair and equitable treatment among the
        respective series or classes.

        (B) The Corporation shall not permit any subsidiary of the Corporation 
to purchase or otherwise acquire for consideration any shares of stock of the
Corporation unless the Corporation could, under paragraph (A) of this Section
4, purchase or otherwise acquire such shares at such time and in such manner.

        Section 5. Re-acquired Shares. Any shares of Series A Participating
Preferred Stock purchased or otherwise acquired by the Corporation in any
manner whatsoever shall be retired and cancelled promptly after the acquisition
thereof.  All such shares shall upon their cancellation become authorized but
unissued shares of Preferred Stock and may be reissued as part of a new series
of Preferred Stock to be created by resolution or resolutions of the Board of
Directors, subject to the conditions and restrictions on issuance set forth
herein.

         Section 6. Liquidation, Dissolution or Winding-Up.

        (A) Upon any liquidation (voluntary or otherwise), dissolution or
winding up of the Corporation, no distribution shall be made to the holders of
shares of stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Participating Preferred Stock
unless, prior thereto, the holders of shares of Series A Participating
Preferred Stock shall have received $100.00 per share, plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether or not
declared, to the date of such payment (the "Series A Liquidation Preference").
Following the payment of the full amount of the Series A Liquidation
Preference, no additional distributions shall be made to the holders of shares
of Series A Participating Preferred Stock unless, prior thereto, the holders of
shares of Common Stock shall have received an amount per share (the "Common
Adjustment") equal to the quotient obtained by dividing (i) the Series A
Liquidation Preference by (ii) 100 (as appropriately adjusted as set forth in
paragraph C below to reflect such events as stock splits, stock dividends and
recapitalizations with respect to the Common Stock) (such number in clause (ii)
the "Adjustment Number").  Following the payment of the full amount of the
Series A Liquidation Preference and the Common Adjustment in respect of all
outstanding shares of Series A Participating Preferred Stock and Common Stock,
respectively, holders of Series A Participating Preferred Stock and holders of
shares of Common Stock shall receive their ratable and proportionate share of
the remaining assets to be distributed in the ratio of the Adjustment Number to
one (1) with respect to such Series A Participating Preferred Stock and Common
Stock, on a per share basis, respectively.
   7

         (B) In the event, however, that there are not sufficient assets
available to permit payment in full of the Series A Liquidation Preference and
the liquidation preferences of all other series of Preferred Stock, if any,
which rank on a parity with the Series A Participating Preferred Stock, then
such remaining assets shall be distributed ratably to the holders of such
parity shares in proportion to their respective liquidation preferences.  In
the event, however, that there are not sufficient assets available to permit
payment in full of the Common Adjustment, then such remaining assets shall be
distributed ratably to the holders of Common Stock.

         (C) In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such
case the Adjustment Number in effect immediately prior to such event shall be
adjusted by multiplying such Adjustment Number by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately after
such event and the denominator of which is the number of shares of Common Stock
that were outstanding immediately prior to such event.

         Section 7. Consolidation, Merger, etc.  In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in which
the shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case the shares of
Series A Participating Preferred Stock shall at the same time be similarly
exchanged or changed in an amount per share (subject to the provision for
adjustment hereinafter set forth) equal to 100 times the aggregate amount of
stock, securities, cash and/or any other property (payable in kind), as the
case may be, into which or for which each share of Common Stock is changed or
exchanged. In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such
case the amount set forth in the preceding sentence with respect to the
exchange or change of shares of Series A Participating Preferred Stock shall be
adjusted by multiplying such amount by a fraction the numerator of which is the
number of shares of Common Stock outstanding immediately after such event and
the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

         Section 8. No Redemption.  The shares of Series A Participating
Preferred Stock shall not be redeemable.

         Section 9. Ranking. The Series A Participating Preferred Stock shall
rank junior to all other series of the Corporation's Preferred Stock as to the
payment
   8

of dividends and the distribution of assets, unless the terms of any such
series shall provide otherwise.

         Section 10. Amendment. The Third Amended and Restated Articles of
Incorporation of the Corporation, any further amendments thereto, and any
certificate amendatory thereof or supplemental thereto shall not be amended or
further amended in any manner which would materially alter or change the
powers, preferences or special rights of the Series A Participating Preferred
Stock so as to affect them adversely without the affirmative vote of the
holders of such percentage of the outstanding shares of Series A Participating
Preferred Stock, voting separately as a class, as may be required under (i) the
Florida General Corporation Act or (ii) the Third Amended and Restated Articles
of Incorporation of the Corporation, whichever requires a greater percentage.

         Section 11.  Fractional Shares.  Series A Participating Preferred
Stock may be issued in fractions of a share which shall entitle the holder, in
proportion to such holder's fractional shares, to exercise voting rights,
receive dividends, participate in distributions and to have the benefit of all
other rights of holders of Series A Participating Preferred Stock.

             $3.125 SERIES B CUMULATIVE CONVERTIBLE PREFERRED STOCK

         Section I: Designation of Series and Number of Shares to be Initially
Issuable Therein. This series of Preferred Stock shall be designated "$3.125
Series B Cumulative Convertible Preferred Stock" (hereinafter called the
"Convertible Preferred Stock"), no par value, of which 2,300,000 shares shall
be initially issuable.

         Section II:  Rank.  All shares of Convertible Preferred Stock shall
rank prior, both as to  payment of dividends and as to distributions of assets
upon liquidation, dissolution or winding up of the Corporation, whether
voluntary or involuntary, to all Junior Stock.

         Section III. Dividends.  The holders of Convertible Preferred Stock
shall be entitled to receive, when, as and if declared by the Board of
Directors out of funds at the time legally available therefor, dividends at the
rate of $3.125 per annum per share, and no more, which shall be fully
cumulative, shall accrue without interest from the date of initial issuance of
such shares of Convertible Preferred Stock (on a daily basis whether or not
such amounts would be available at that time for distribution to holders of
shares of Convertible Preferred Stock) and shall be payable in cash quarterly
in arrears on February 1, May 1, August 1 and November 1 of each year
commencing November 1, 1996 (with respect to the period from such date of
initial issuance to November 1, 1996) (except that if any such date is not a
Business Day, then such dividend shall be payable on the next Business Day) to
holders of record as they appear upon the stock transfer books of the
Corporation on such record dates,
   9

not more than sixty days nor less than ten days preceding the payment dates for
such dividends, as are fixed by the Board of Directors (or, to the extent
permitted by applicable law, a duly authorized committee thereof).  In no event
shall any such dividend record date be fixed less than (a) six Business Days
prior to any date fixed for the redemption of the Convertible Preferred Stock
or (b) with respect to the dividend payment date occurring on August 1, 2000
less than ten Business Days prior to any date fixed for such redemption.
Subject to the next paragraph of this Section III, dividends on account of
arrears for any past dividend period may be declared and paid at any time,
without reference to any regular dividend payment date. The amount of dividends
payable per share of Convertible Preferred Stock for each quarterly dividend
period shall be computed by dividing the annual dividend amount by four.  The
amount of dividends payable for the initial dividend period and any period
shorter than a full quarterly period shall be computed on the basis of a
360-day year of twelve 30-day months.  No interest shall be payable in respect
of any dividend payment on the Convertible Preferred Stock which may be in
arrears.

         No dividends or other distributions, other than dividends payable
solely in shares of Junior Stock, shall be declared, paid or set apart for
payment on shares of Junior Dividend Stock, unless and until all accrued and
unpaid dividends on the Convertible Preferred Stock for all dividend payment
periods ending on or before the payment date of such dividends or other
distributions on Junior Dividend Stock shall have been paid or declared and set
apart for payment.

         No payment on account of the purchase, redemption, retirement or other
acquisition of shares of Junior Dividend Stock or Junior Liquidation Stock
shall be made unless and until all accrued and unpaid dividends on the
Convertible Preferred Stock for all dividend payment periods ending on or
before such payment for such Junior Dividend Stock or Junior Liquidation Stock
shall have been paid or declared and set apart for payment; provided, however,
that the restrictions set forth in this sentence shall not apply to the
purchase, redemption, retirement, or other acquisition of Junior Dividend Stock
or Junior Liquidation Stock either (A) pursuant to any employee or director
incentive or benefit plan or arrangement (including any employment, severance
or consulting agreement) of the Corporation or any subsidiary of the
Corporation heretofore or hereafter adopted or (B) in exchange solely for
Junior Stock.

         No full dividends shall be declared, paid or set apart for payment on
shares of Parity Dividend Stock for any period unless full cumulative dividends
have been, or contemporaneously are, paid or declared and set apart for such
payment on the Convertible Preferred Stock for all dividend payment periods
ending on or before the payment date of such dividends on Parity Dividend
Stock.  No dividends shall be paid on Parity Dividend Stock except on dates on
which dividends are paid on the Convertible Preferred Stock.  All dividends
paid
   10

or declared and set apart for payment on the Convertible Preferred Stock and
the Parity Dividend Stock shall be paid or declared and set apart for payment
pro rata so that the amount of dividends paid or declared and set apart for
payment per share on the Convertible Preferred Stock and the Parity Dividend
Stock on any date shall in all cases bear to each other the same ratio that
accrued and unpaid dividends to the date of payment on the Convertible
Preferred Stock and the Parity Dividend Stock bear to each other.

         No payment on account of the purchase, redemption, retirement or other
acquisition of shares of Junior Stock, Parity Dividend Stock or Parity
Liquidation Stock shall be made, and, other than dividends to the extent
permitted by the preceding paragraph, no distributions shall be declared, paid
or set apart for payment on shares of Parity Dividend Stock or Parity
Liquidation Stock, unless and until all accrued and unpaid dividends on the
Convertible Preferred Stock for all dividend payment periods ending on or
before such payment for, or the payment date of such distributions on, such
Parity Dividend Stock or Parity Liquidation Stock shall have been paid or
declared and set apart for payment; provided, however, that the restrictions
set forth in this sentence shall not apply to the purchase, redemption,
retirement, or other acquisition of Parity Dividend Stock or Parity Liquidation
Stock either (A) pursuant to any employee or director incentive or benefit plan
or arrangement (including any employment, severance or consulting agreement) of
the Corporation or any subsidiary of the Corporation hereafter adopted or (B)
in exchange solely for Junior Stock.

         Any reference to "distribution" contained in this Section III shall
not be deemed, except as expressly stated, to include any distribution made in
connection with any liquidation, dissolution or winding up of the Corporation,
whether voluntary or involuntary.

         Section IV. Liquidation Preference.  In the event of a liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary,
the holders of shares of Convertible Preferred Stock shall be entitled to
receive out of the assets of the Corporation available for distribution to
shareholders an amount equal to the dividends accrued and unpaid on such shares
on the date of final distribution to such holders, whether or not declared,
without interest, plus a sum equal to $50 per share, and no more, before any
payment shall be made or any assets distributed to the holders of shares of
Junior Liquidation Stock; provided, however, that such rights shall accrue to
the holders of shares of Convertible Preferred Stock only with respect to
assets (if any) remaining after the Corporation's payment obligations with
respect to the liquidation preferences of the shares of any class or series of
the Corporation's capital stock hereafter issued ranking prior to the
Convertible Preferred Stock as to distributions of assets upon such
liquidation, dissolution or winding up ("Senior Liquidation Stock") are fully
met.  The entire assets of the Corporation available for distribution to
shareholders after the liquidation preferences of the shares of Senior
Liquidation Stock are fully met shall be distributed ratably
   11

among the holders of the Convertible Preferred Stock and any Parity Liquidation
Stock in proportion to the respective preferential amounts to which each is
entitled (but only to the extent of such preferential amounts).  After payment
in full of the liquidation preferences of the share of the Convertible
Preferred Stock, the holders of such shares shall not be entitled to any
further participation in any distribution of assets by the Corporation.  The
voluntary sale, lease, exchange or transfer of all or substantially all of the
Company's property or assets to, or its consolidation or merger with one or
more corporations shall not be deemed to be considered a voluntary or
involuntary liquidation, dissolution or winding up of the Corporation.

         Section V. Redemption at Option of the Corporation.  The Convertible
Preferred Stock may not be redeemed by the Corporation prior to August 7, 2000.
On and after such date, the Convertible Preferred Stock may be redeemed by the
Corporation, at its option on any date set by the Board of Directors, in whole
or in part at any time, subject to the limitations, if any, imposed by the
Florida Business Corporation Act, for an amount in cash equal to the Redemption
Price.

         In case of the redemption of less than all of the then outstanding
Convertible Preferred Stock, the Corporation shall designate by lot, or in such
other manner as the Board of Directors may determine to be fair, the shares to
be redeemed, or shall effect such redemption pro rata.  Notwithstanding the
foregoing, the Corporation shall not redeem less than all of the Convertible
Preferred Stock at any time outstanding until all dividends accrued and in
arrears upon all Convertible Preferred Stock then outstanding shall have been
paid in full for all past dividend periods.

         Not more than ninety nor less than thirty days prior to the date fixed
for redemption by the Board of Directors, notice thereof by first class mail,
postage prepaid, shall be given to the holders of record of the shares of
Convertible Preferred Stock to be redeemed, addressed to such holders at their
last addresses as shown upon the stock transfer books of the Corporation.  Each
such notice of redemption shall specify the date fixed for redemption, the
Redemption Price, the place or places of payment, that payment will be made
upon presentation and surrender of the shares of Convertible Preferred Stock,
that on and after the date fixed for redemption dividends will cease to accrue
on such shares, the then-effective conversation price pursuant to Section VI,
and that the right of holders to convert shares of Convertible Preferred Stock
shall terminate at 5:00 p.m. New York City time on the Business Day prior to
the date fixed for redemption and if such conversion right is not exercised
prior to such time, such conversion right will be lost (unless the Corporation
defaults in the payment of the Redemption Price).

         Any notice that is mailed as herein provided shall be conclusively
presumed to have been duly given, whether or not the holder of shares of
   12

Convertible Preferred Stock receives such notice; and failure to give such
notice by mail, or any defect in such notice, to the holders of any shares
designated for redemption shall not affect the validity of the proceedings for
the redemption of any other shares of Convertible Preferred Stock.  On or after
the date fixed for redemption as stated in such notice, each holder of the
shares called for redemption shall surrender the certificate evidencing such
shares to the Corporation at the place designated in such notice and shall
thereupon be entitled to receive payment of the Redemption Price.  If less than
all the shares evidenced by any such surrendered certificate are redeemed, a
new certificate shall be issued evidencing the unredeemed shares.

         No fractional shares of Convertible Preferred Stock shall be issued
upon redemption of less than all Convertible Preferred Stock.  If more than one
certificate evidencing shares of Convertible Preferred Stock shall be held at
one time by the same holder, the number of full shares issuable upon redemption
of less than all of such shares of Convertible Preferred Stock shall be
computed on the basis of the aggregate number of shares of Convertible
Preferred Stock so held.  Instead of any fractional share of Convertible
Preferred Stock that would otherwise be issuable to a holder upon redemption of
less than all shares of Convertible Preferred Stock, the Corporation shall pay
a cash adjustment in respect of such fractional share in an amount equal to the
same fraction of the fair value per share of Convertible Preferred Stock (as
determined in good faith by the Board of Directors or in any manner prescribed
by the Board of Directors) at the close of business on the date fixed for
redemption.

         Notice having been given as aforesaid, if, on the date fixed for
redemption, funds necessary for the redemption shall be available therefor and
shall have been deposited with a bank or trust company with irrevocable
instructions and authority to pay the Redemption Price to the holders of the
Convertible Preferred Stock, then, notwithstanding that the certificates
evidencing any shares so called for redemption shall not have been surrendered,
dividends with respect to the shares so called shall cease to accrue on and
after the date fixed for redemption, such shares shall no longer be deemed
outstanding, the holders thereof shall cease to be shareholders of the
Corporation and all rights whatsoever with respect to the shares so called for
redemption (except the right of the holders to receive the Redemption Price
without interest upon surrender of their certificates therefor) shall
terminate.  If funds legally available for such purpose are not sufficient for
redemption of the shares of Convertible Preferred Stock which were to be
redeemed, then the certificates evidencing such shares shall be deemed not to
be surrendered, such shares shall remain outstanding, and the right of holders
of shares of Convertible Preferred Stock thereafter shall continue to be only
those of a holder of shares of the Convertible Preferred Stock.

         Upon an optional redemption by the Corporation, if at any time the
Corporation does not pay amounts sufficient to redeem all Convertible Preferred
   13

Stock, then such funds which are paid shall be applied to redeem such shares of
Convertible Preferred Stock as the Corporation may designate by lot or in such
other manner as the Board of Directors may determine to be fair, or such
redemption shall be effected pro rata.

         The shares of Convertible Preferred Stock shall not be subject to the
operation of any mandatory purchase, retirement or sinking fund.

Section VI. Conversion Privilege.

         (a) Right of Conversion.  Each share of Convertible Preferred Stock
shall be convertible at the option of the holder thereof, at any time prior to
the 5:00 p.m. New York City time on the Business Day prior to the date fixed
for redemption of such share as herein provided, into fully paid and
nonassessable shares of Common Stock, at the rate of that number of shares of
Common Stock for each full share of Convertible Preferred Stock that is equal
to $50 divided by the conversion price applicable per share of Common Stock, or
into such additional or other securities, cash or property and at such other
rates as required in accordance with the provisions of this Section VI.  For
purposes of this resolution, the "conversion price" applicable per share of
Common Stock shall initially be equal to $50.065 and shall be adjusted from
time to time in accordance with the provisions of this Section VI.

         (b) Conversion Procedures.  Any holder of shares of Convertible
Preferred Stock desiring to convert such shares into Common Stock shall
surrender the certificate or certificates evidencing such shares of Convertible
Preferred Stock at the office of the transfer agent for the Convertible
Preferred Stock, which certificate or certificates, if the Corporation shall so
require, shall be duly endorsed to the Corporation or in blank, or accompanied
by proper instruments of transfer to the Corporation or in blank, accompanied
by irrevocable written notice to the Corporation that the holder elects so to
convert such shares of Convertible Preferred Stock and specifying the name or
names (with address or addresses) in which a certificate or certificates
evidencing shares of Common Stock are to be issued.

No payments or adjustments in respect of dividends on shares of Convertible 
Preferred Stock surrendered for conversion or on account of any dividend on 
the Common Stock issued upon conversion shall be made upon the conversion of 
any shares of Convertible Preferred Stock; provided, however, that:

         (i)     if a dividend record date fixed for the Convertible Preferred
         Stock as established herein results in a holder who undertakes
         conversion being eligible to receive on any dividend payment date both
         a dividend on the Convertible Preferred Stock and a dividend on the
         Common Stock issued
   14
         upon conversion thereof, then such holder shall be entitled to receive 
         only the higher of such dividend amounts; and

         (ii)     if the Corporation shall, by dividend or otherwise, declare 
         or make a distribution on its Common Stock referred to in Section 
         VI(c)(iv) or VI(c)(v) (including, without limitation, dividends or 
         distributions referred to in the last sentence of Section VI(c)(iv)), 
         the holder of each share of Convertible Preferred Stock, upon the 
         conversion thereof subsequent to the close of business on the date 
         fixed for the determination of shareholders entitled to receive such 
         distribution and prior to the effectiveness of the conversion price 
         adjustment in respect of such distribution, shall also be entitled to
         receive for each share of Common Stock into which such share of 
         Convertible Preferred Stock is converted, the portion of the shares of 
         Common Stock, rights, warrants, evidences of indebtedness, shares of 
         capital stock, cash and assets so distributed applicable to one share 
         of Common Stock; provided, however, that at the election of the 
         Corporation (whose election shall be evidenced by a resolution of the 
         Board of Directors) with respect to all holders so converting, the 
         Corporation may, in lieu of distributing to such holder any portion of 
         such distribution not consisting of cash or securities of the 
         Corporation, pay such holder an amount in cash equal to the fair market
         value thereof (as determined in good faith by the Board of Directors, 
         whose determination shall be conclusive and described in a resolution 
         of the Board of Directors).  If any conversion of a share of 
         Convertible Preferred Stock described in the immediately preceding 
         sentence occurs prior to the payment date for a distribution to 
         holders of Common Stock which the holder of the share of Convertible 
         Preferred Stock so converted is entitled to receive in accordance with 
         the immediately preceding sentence, the Corporation may elect (such 
         election to be evidenced by a resolution of the Board of Directors) to
         distribute to such holder a due bill for the shares of Common Stock, 
         rights, warrants, evidences of indebtedness, shares of capital stock, 
         cash or assets to which such holder is so entitled, provided that such 
         due bill (i) meets any applicable requirements of the principal 
         national securities exchange or other market on which the Common Stock 
         is then traded and (ii) requires payment or delivery of such shares of 
         Common Stock, rights, warrants, evidences of indebtedness, shares of 
         capital stock, cash or assets no later than the date of payment or 
         delivery thereof to holders of shares of Common Stock receiving such
         distribution.

         The Corporation shall, as soon as practicable after such deposit of    
certificates evidencing shares of Convertible Preferred Stock accompanied by
the written notice and compliance with any other conditions herein contained,
deliver at such office of such transfer agent to the person for whose account
such shares of Convertible Preferred Stock were so surrendered, or to the
nominee or nominees of such person, certificates evidencing the number of full
   15
shares of Common Stock to which such person shall be entitled as aforesaid,
together with a cash adjustment in respect of any fraction of a share of Common
Stock as hereinafter provided.  Such conversion shall be deemed to have been
made as of the date of such surrender of the shares of Convertible Preferred
Stock to be converted, and the person or persons entitled to receive the Common
Stock deliverable upon conversion of such Convertible Preferred Stock shall be
treated for all purposes as the record holder or holders of such Common Stock
on such date.

         (c) Adjustment of Conversion Price.  The conversion price at which a
share of Convertible Preferred Stock is convertible into Common Stock shall be
subject to adjustment from time to time as follows:

         (i)      In case the Corporation shall pay or make a dividend or other 
         distribution on its Common Stock exclusively in Common Stock or shall
         pay or make a dividend or other distribution on any other class or
         series of capital stock of the Corporation which dividend or
         distribution includes Common Stock, the conversion price in effect at
         the opening of business on the day following the date fixed for the
         determination of shareholders entitled to receive such dividend or
         other distribution shall be reduced by multiplying such conversion
         price by:  A/(A + B), where:

                   A =  the number of shares of Common Stock outstanding at the
             close of business on the date fixed for such determination; and

                   B =  the total number of shares of Common Stock constituting
             such dividend or other distribution,

         such reduction to become effective immediately after the opening of
         business on the day following the date fixed for such determination.  
         For purposes of this subparagraph (i), the number of shares of Common 
         Stock at any time outstanding shall not include shares held in the 
         treasury of the Corporation.  The Corporation shall not pay any 
         dividend or make any distribution on shares of Common Stock held in 
         the treasury of the Corporation.

        (ii)     In case the Corporation shall pay or make a dividend or other 
        distribution on its Common Stock consisting exclusively of, or
        shall otherwise issue to all holders of its Common Stock, rights or
        warrants entitling the  holders thereof to subscribe for or purchase
        shares of Common Stock at a price per share less than the Current
        Market Price Per Share of the Common Stock on the date fixed for the
        determination of shareholders entitled to receive such rights or
        warrants, the conversion price in effect at the opening of business on
        the day
   16

following the date fixed for such determination shall be reduced by multiplying
such conversion price by: (A + B)/(A + C), where:

                  A  =  the number of shares of Common Stock outstanding at
             the close of business on the date fixed for such determination,

                  B =   the number of shares of Common Stock which the 
             aggregate of the offering price of the total number of shares of
             Common Stock so offered for subscription or purchase would
             purchase at such Current Market Price Per Share, and

                  C =   the number of shares of Common Stock so offered for
             subscription or purchase,

such reduction to become effective immediately after the opening of business on
the day following the date fixed for such determination.

In case any rights or warrants referred to in this subparagraph (ii) in respect
of which an adjustment shall have been made shall expire unexercised within 45
days after the shares shall have been distributed or issued by the Corporation
the conversion price shall be readjusted at the time of such expiration to the
conversion price that would have been in effect if no adjustment had been made
on account of the distribution or issuance of such expired rights or warrants.
For the purposes of this Section VI(c)(ii), if both (A) a Distribution Date (as
defined in Section 3(a) of the Rights Agreement) and (B) an event set forth in
Section 11(a)(ii) or 13(a) of the Rights Agreement shall have occurred, then
the later to occur of such events shall be deemed to constitute an issuance of
rights to purchase shares of the related common stock.

(iii)    In case outstanding shares of Common Stock shall be subdivided into a
greater number of shares of Common Stock, the conversion price in effect at the
opening of business on the day following the day upon which such subdivision
becomes effective shall be proportionately reduced, and conversely, in case
outstanding shares of Common Stock shall be combined into a smaller number of
shares of Common Stock, the conversion price in effect at the opening of
business on the day following the day upon which such combination becomes
effective shall be proportionately increased, such reduction or increase, as
the case may be, to become effective immediately after the opening of business
on the day following the day upon which such subdivision or combination becomes
effective.
   17

(iv)     In case the Corporation shall, by dividend or otherwise, distribute to
all holders of its Common Stock evidences of its indebtedness, shares of any
class or series of capital stock, cash or assets (including securities, but
excluding any rights or warrants referred to in subparagraph (ii) of this
Section VI(c), any dividend or distribution paid exclusively in cash and any
dividend or distribution referred to in subparagraph (i) of this Section
VI(c)), the conversion price shall be reduced so that the same shall equal the
price determined by multiplying the conversion price in effect immediately
prior to the effectiveness of the conversion price reduction contemplated by
this subparagraph (iv) by:  (A - B)/A, where:

                  A  =  the Current Market Price Per Share of the Common Stock
             on the date fixed for the payment of such distribution (the
             "Reference Date"), and

                  B =   the fair market value (as determined in good faith by
             the Board of Directors, whose determination shall be conclusive
             and described in a resolution of the Board of Directors), on the
             Reference Date, of the portion of the evidence of indebtedness,
             shares of capital stock, cash and assets so distributed
             applicable to one share of Common Stock,

such reduction to become effective immediately prior to the opening of business
on the day following the Reference Date, provided, however, that for purposes
of this subparagraph (iv), any dividend or distribution that includes shares of
Common Stock or rights or warrants to subscribe for or purchase shares of
Common Stock shall be deemed instead to be (1) a dividend or distribution of
the evidences of indebtedness, cash, assets or shares of capital stock other
than such shares of Common Stock or rights or warrants (making any further
conversion price reduction required by this subparagraph (iv)) immediately
followed by (2) a dividend or distribution of such shares of Common Stock or
such rights or warrants (making any further conversion price reduction required
by subparagraph (i) or (ii) of this Section VI(c), except (A) the Reference
Date of such dividend or distribution as defined in this subparagraph (iv)
shall be substituted as "the date fixed for the determination of shareholders
entitled to receive such dividend or other distribution", "the date fixed for
the determination of shareholders entitled to receive such rights or warrants"
and "the date fixed for such determination" within the meaning of subparagraph
(i) and (ii) of this Section VI(c) and (B) any shares of Common Stock included
in such dividend or distribution shall not be deemed "outstanding at the close
of business on the date fixed for such determination" within the meaning of
subparagraph (i) of this Section VI(c)).  If the Board of Directors determines
the fair market value
   18

of any distribution for purposes of this subparagraph (iv) by reference to the
actual or when issued trading market for any securities comprising such
distribution, it must in doing so consider the prices in such market over the
same period used in computing the Current Market Price Per Share of Common
Stock.

(v)      In case the Corporation shall pay or make a dividend or other
distribution on its Common Stock exclusively in cash (excluding (A) cash that
is part of the distribution referred to in (iv) above and, (B) in the case of
any quarterly cash dividend on the Common Stock, the portion thereof that does
not exceed the per share amount of the next preceding quarterly cash dividend
on the Common Stock (as adjusted to appropriately reflect any of the events
referred to in subparagraph (i), (ii), (iii), (iv) and (v) of this Section
VI(c)), or all of such quarterly cash dividend if the amount thereof per share
amount of Common Stock multiplied by four does not exceed 15% of the Current
Market Price Per Share of the Common Stock on the Trading Day next preceding
the date of declaration of such dividend), the conversion price shall be
reduced so that the same shall equal the conversion price in effect immediately
prior to the effectiveness of the conversion price reduction contemplated by
this subparagraph (v) by: (A - B)/A, where:

                  A =  the Current Market Price Per Share of the Common Stock
             on the date fixed for the payment of such distribution, and

                  B =  the amount of cash so distributed and not excluded as
             provided above applicable to one share of Common Stock,

such reduction to become effective immediately prior to the opening of business
on the day following the date fixed for the payment of such distribution.

(vi)     No adjustment in the conversion price shall be required unless such
adjustment would require an increase or decrease of at least 1% in the
conversion price; provided, however, that any adjustments which by reason of
this subparagraph (vi) are not required to be made shall be carried forward and
taken into account in any subsequent adjustment.

(vii)    Whenever the conversion price is adjusted as herein provided: (1) the
Corporation shall compute the adjusted conversion price and shall prepare a
certificate signed by the Treasurer of the Corporation setting forth the
adjusted conversion price and showing in reasonable detail the facts upon which
such adjustment in based, and such certificate shall forthwith be filed with
the transfer agent for the Convertible Preferred
   19

         Stock; and (2) a notice stating that the conversion price has been
         adjusted and setting forth the adjusted conversion price shall
         forthwith be required, and as soon as practicable after it is
         required, such notice shall be mailed by the Corporation to all record
         holders of shares of Convertible Preferred Stock at their last
         addresses as they shall appear upon the stock transfer books of the
         Corporation.

         (viii)   The Corporation from time to time may reduce the conversion
         price by any amount for any period of time if the period is at least
         twenty days, the reduction is irrevocable during the period and the
         Board of Directors of the Corporation shall have made a determination
         that such reduction would be in the best interest of the Corporation,
         which determination shall be conclusive. Whenever the conversion price
         is reduced pursuant to the preceding sentence, the Corporation shall
         mail to holders of record of the Convertible Preferred Stock a notice
         of the reduction at least fifteen days prior to the date the reduced
         conversion price takes effect, and such notice shall state the reduced
         conversion price and the period it will be in effect.

         (d) No Fractional Shares.  No fractional shares of Common Stock shall
be issued upon conversion of Convertible Preferred Stock.  If more than one
certificate evidencing shares of Convertible Preferred Stock shall be
surrendered for conversion at one time by the same holder, the number of full
shares issuable upon conversion thereof shall be computed on the basis of the
aggregate number of shares of Convertible Preferred Stock so surrendered.
Instead of any fractional share of Common Stock that would otherwise be
issuable to a holder upon conversion of any shares of Convertible Preferred
Stock, the Corporation shall pay a cash adjustment in respect of such
fractional share in an amount equal to the same fraction of the market price
per share of Common Stock (as determined by the Board of Directors or in any
manner prescribed by the Board of Directors, which, so long as the Common Stock
is listed on the New York Stock Exchange or quoted on the Nasdaq National
Market System, shall be the reported last sale price regular way) at the close
of business on the day of conversion.

         (e) Reclassification, Consolidation, Merger or Sale of Assets.  In the
event that the Corporation shall be a party to any transaction (including
without limitation any recapitalization or reclassification of the Common Stock
(other than a change in par value, or from par value to no par value, or from
no par value to par value, or as a result of a subdivision or combination of
the Common Stock), any consolidation of the Corporation with, or merger of the
Corporation into, any other person, any merger of another person into the
Corporation (other than a merger which does not result in a reclassification,
conversion, exchange or cancellation of outstanding shares of Common Stock of
the Corporation), any sale or transfer of all or substantially all of the
assets of the Corporation or any share exchange) pursuant to which the Common
   20

Stock is converted into the right to receive other securities, cash or other
property, then lawful provisions shall be made as part of the terms of such
transaction whereby the holder of each share of Convertible Preferred Stock
then outstanding shall have the right thereafter to convert such share only
into (i) in the case of any such transaction other than a Common Stock
Fundamental Change and subject to funds being legally available for such
purpose under applicable law at the time of such conversion, the kind and
amount of securities, cash and other property receivable upon such transaction
by a holder of the number of shares of Common Stock of the Corporation into
which such share of Convertible Preferred Stock might have been converted
immediately prior to such transaction, after giving effect, in the case of any
Non-Stock Fundamental Change, to any adjustment in the conversion price
required by the provisions of Section VI(h), and (ii) in the case of a Common
Stock Fundamental Change, common stock of the kind received by holders of
Common Stock as a result of such Common Stock Fundamental Change in an amount
determined pursuant to the provisions of Section VI(h).  The Corporation or the
person formed by such consolidation or resulting from such merger or which
acquires such assets or which acquires the Corporation's shares, as the case
may be, shall make provisions in its certificate or articles of incorporation
or other constituent document to establish such right.  Such certificate or
articles of incorporation or other constituent document shall provide for
adjustments which, for events subsequent to the effective date of such
certificate or articles of incorporation or other constituent document, shall
be as nearly equivalent as may be practicable to the adjustments provided for
in this Section VI.  The above provisions shall similarly apply to successive
transactions of the foregoing type.

         (f) Reservation of Shares; Etc.  The Corporation shall at all times
reserve and keep available, free from preemptive rights out of its authorized
and unissued stock, solely for the purpose of effecting the conversion of the
Convertible Preferred Stock, such number of shares of its Common Stock as shall
from time to time be sufficient to effect that conversion of all shares of
Convertible Preferred Stock from time to time outstanding.  The Corporation
shall from time to time, in accordance with the laws of the State of Florida,
in good faith and as expeditiously as possible endeavor to cause the authorized
number of shares of Common Stock to be increased if at any time the number of
shares of authorized and unissued Common Stock shall not be sufficient to
permit the conversion of all the then-outstanding shares of Convertible
Preferred Stock.
         If any shares of Common Stock required to be reserved for purposes of
conversion of the Convertible Preferred Stock hereunder require registration
with or approval of any governmental authority under any Federal or State law
before such shares may be issued upon conversion, the Corporation will in good
faith and as expeditiously as possible endeavor to cause such shares to be duly
registered or approved as the case may be.  If the Common Stock is listed on
the New York Stock Exchange or any other national securities exchange or
   21

traded through the Nasdaq National Market, the Corporation will, if permitted
by the rules of such exchange or market, list and keep listed on such exchange
or make and keep eligible for trading on such market (as the case may be), upon
official notice of issuance, all shares of Common Stock issuable upon
conversion of the Convertible Preferred Stock; provided, however, that such
shares of Common Stock may be delisted from such exchange or may cease to be
eligible for trading through such market (as the case may be) if, prior to or
concurrent with such delisting or cessation of eligibility for trading, the
Corporation causes such shares of Common Stock to be listed on or eligible for
trading through any other such exchange or market.

         (g) Prior Notice of Certain Events.  In case:

         (i)      the Corporation shall (1) declare any dividend (or any other
         distribution) on its Common Stock, other than (A) a dividend payable
         in shares of Common Stock or (B) a dividend payable in cash out of its
         retained earnings other than any special or nonrecurring or other
         extraordinary dividend or (2) declare or authorize a redemption or
         repurchase of in excess of 10% of the then-outstanding shares of
         Common Stock; or

         (ii)     the Corporation shall authorize the granting to all holders
         of Common Stock of rights or warrants to subscribe for or purchase
         any shares of stock of any class or series or of any other rights or
         warrants; or

         (iii)    of any reclassification of Common Stock (other than a
         subdivision or combination of the outstanding Common Stock, or a
         change in par value, or from par value to no par value, or from no par
         value to par value), or of any consolidation or merger to which the
         Corporation is a party and for which approval of any shareholders of
         the Corporation shall be required, or of the sale or transfer of all
         or substantially all of the assets of the Corporation or of any share
         exchange whereby the Common Stock is converted into other securities,
         cash or other property; or

         (iv)     of the voluntary or involuntary dissolution, liquidation or
         winding up of the Corporation;

then the Corporation shall cause to be filed with the transfer agent for the
Convertible Preferred Stock, and shall cause to be mailed to the holders of
record of the Convertible Preferred Stock, at their last addresses as they
shall appear upon the stock transfer books of the Corporation, at least ten
days prior to the applicable record or effective date hereinafter specified, a
notice stating (x) the date on which a record (if any) is to be taken for the
purpose of such dividend, distribution, redemption, repurchase, rights or
warrants or, if a record
   22

is not to be taken, the date as of which the holders of Common Stock of record
to be entitled to such dividend, distribution, redemption, rights or warrants
are to be determined or (y) the date on which such reclassification,
consolidation, merger, sale, transfer, share exchange, dissolution, liquidation
or winding up is expected to become effective and the date as of which it is
expected that holders of Common Stock of record shall be entitled to exchange
their shares of Common Stock for securities, cash or other property deliverable
upon such reclassification, consolidation, merger, sale, transfer, share
exchange, dissolution, liquidation or winding up (but no failure to mail such
notice or any defect therein or in the mailing thereof shall affect the
validity of the corporate action required to be specified in such notice).

         (h) Adjustments in Case of Fundamental Changes.  Notwithstanding any
other provision in this Section VI to the contrary, if any Fundamental Change
occurs, then the conversion price in effect will be adjusted immediately after
such Fundamental Change as described below.  In addition, in the event of a
Common Stock Fundamental Change, each share of Convertible Preferred Stock
shall be convertible solely into common stock of the kind received by holders
of Common Stock as the result of such Common Stock Fundamental Change.

         For purposes of calculating any adjustment to be made pursuant to this
Section VI(h) in the event of a Fundamental Change, immediately after such
Fundamental Change:

         (i)      In the case of a Non-Stock Fundamental Change, the conversion
         price of the Convertible Preferred Stock shall thereupon become
         the lower of (1) the conversion price in effect immediately prior to
         such Non-Stock Fundamental Change, but after giving effect to any
         other prior adjustments effected pursuant to this Section VI, and (2)
         the result of A x $50/B, where:

                  A =  the greater of the Applicable Price or the then
             applicable Reference Market Price, and

                  B =  (x) the then-current Redemption Price per share of
             Convertible Preferred Stock or (y) for any Non-Stock Fundamental
             Change that occurs before the Convertible Preferred Stock becomes
             redeemable by the Corporation pursuant to Section V, the
             applicable price per share set forth for the date of such
             Non-Stock Fundamental Change in the following table:
   23




                   DATE OF NON-STOCK FUNDAMENTAL CHANGE                                PRICE
                                                                                    
After date of original issuance of Convertible
Preferred Stock and on or before August 6, 1997     . . . . . . . . . . . . . . . .    $53.13
On or after August 7, 1997 and on or before August 6, 1998  . . . . . . . . . . . .    $52.81
On or after August 7, 1998 and on or before August 6, 1999  . . . . . . . . . . . .    $52.50
On or after August 7, 1999 and on or before August 6, 2000  . . . . . . . . . . . .    $52.19



         plus, in any case referred to in this clause (y), an amount equal to
         all per share dividends on the Convertible Preferred Stock accrued and
         unpaid thereon, whether or not declared, to but excluding the date of
         such Non-Stock Fundamental Change; and

         (ii)     In the case of a Common Stock Fundamental Change, the
         conversion price of the Convertible Preferred Stock in effect
         immediately prior to such Common Stock Fundamental Change, but after
         giving effect to any other prior adjustments effected pursuant to this
         Section VI, shall thereupon be adjusted by multiplying such conversion
         price by a fraction of which the numerator shall be the Purchaser
         Stock Price and the denominator shall be the Applicable Price;
         provided, however, that in the event of a Common Stock Fundamental
         Change in which (A) 100% by value of the consideration received by a
         holder of Common Stock is common stock of the successor, acquiror or
         other third party (and cash, if any, is paid with respect to any
         fractional interests in such common stock resulting from such Common
         Stock Fundamental Change) and (B) all of the Common Stock shall have
         been exchanged for, converted into or acquired for common stock (and
         cash with respect to fractional interests) of the successor, acquiror
         or other third party, the conversion price of the Convertible
         Preferred Stock in effect immediately prior to such Common Stock
         Fundamental Change shall thereupon be adjusted by dividing such
         conversion price by the number of shares of common stock of the
         successor, acquiror, or other third party received by a holder of one
         share of Common Stock as a result of such Common Stock Fundamental
         Change.

         (i) Dividend or Interest Reinvestment Plans.  Notwithstanding the
foregoing provisions, the issuance of any shares of Common Stock pursuant to
any plan providing for the reinvestment of dividends or interest payable on
securities of the Corporation and the investment of additional optional amounts
in shares of Common Stock under any such plan, and the issuance of any shares
of Common Stock or options or rights to purchase such shares pursuant to any
employee benefit plan or program of the Corporation or pursuant to any option,
warrant, right or exercisable, exchangeable or convertible security
   24

outstanding as of the date the Convertible Preferred Stock was first designated
(except as expressly provided in Section VI(c)(ii) with respect to certain
events under the Rights Agreement), and any issuance of Rights, shall not be
deemed to constitute an issuance of Common Stock or exercisable, exchangeable
or convertible securities by the Corporation to which any of the adjustment
provisions described above applies.  There shall also be no adjustment of the
conversion price in case of the issuance of any stock (or securities
convertible into or exchangeable for stock) of the Corporation except as
specifically described in this Section VI.  If any action would require
adjustment of the conversion price pursuant to more than one of the provisions
described above, only one adjustment shall be made and such adjustment shall be
the amount of adjustment which has the highest absolute value to holders of
Convertible Preferred Stock.

         (j) Series A Preferred Stock Purchase Rights.  So long as Rights are
attached to the outstanding shares of Common Stock of the Corporation, each
share of Common Stock issued upon conversion of the shares of Convertible
Preferred Stock prior to the earliest of any Distribution Date (as defined in
Section 3(a) of the Rights Agreement), the date of redemption of the Rights or
the date of expiration of the Rights shall be issued with Rights in an amount
equal to the amount of Rights then attached to each such outstanding share of
Common Stock.

         Section VII. Voting Rights.

         (a) General.  The holders of shares of Convertible Preferred Stock
shall not have any voting rights except as set forth below or as otherwise from
time to time required by law.  In connection with any right to vote, each
holder of a share of Convertible Preferred Stock shall have one vote for each
share held. Any shares of Convertible Preferred Stock owned, directly or
indirectly, by any entity of which the Corporation owns, directly or
indirectly, a majority of the shares entitled to vote for directors, shall not
have voting rights hereunder and shall not be counted in determining the
presence of a quorum.

         So long as any shares of the Corporation's Convertible Preferred Stock
are outstanding, the Corporation will not, without the affirmative vote or
consent of the holders of at least 66 2/3% of the outstanding shares of
Convertible Preferred Stock and outstanding Parity Dividend Stock, voting or
consenting (as the case may be) as a single class (i) amend, alter or repeal
(by merger or otherwise) any provision of the Corporation's Third Amended and
Restated Articles of Incorporation, as may be amended or restated from time to
time, or the by-laws so as to affect adversely the relative rights,
preferences, qualifications, limitations or restrictions of the Convertible
Preferred Stock or (ii) effect any reclassification of the Convertible
Preferred Stock.
   25

         (b) Default Voting Rights.  Notwithstanding any other provision of the
Corporation's Third Amended and Restated Articles of Incorporation, whenever
dividends on the Convertible Preferred Stock or any other class or series of
Parity Dividend Stock shall be in arrears in an aggregate amount equal to at
least six quarterly dividends (whether or not consecutive), (i) the number of
members of the Board of Directors of the Corporation shall be increased by two,
effective as the time of election of such directors as hereinafter provided and
(ii) the holders of shares of Convertible Preferred Stock (voting separately as
a class with all other affected classes or series of Parity Dividend Stock upon
which like voting rights have been conferred and are exercisable) shall have
the exclusive right to vote for and elect such two additional directors of the
Corporation who shall continue to serve during the period such dividends remain
in arrears.  The right of the holders of shares of Convertible Preferred Stock
to vote for such two additional directors shall terminate when all accrued and
unpaid dividends on the Convertible Preferred Stock and all other affected
classes or series of Parity Dividend Stock have been declared and paid or set
apart for payment.  The term of office of all directors so elected shall
terminate immediately upon the termination of the right of the holders of
shares of Convertible Preferred Stock and such Parity Dividend Stock to vote
for such two additional directors, and the number of directors of the Board of
Directors of the Corporation shall immediately thereafter be reduced by two.

         The foregoing right of the holders of shares of Convertible Preferred
Stock with respect to the election of two directors may be exercised at any
annual meeting of shareholders or at any special meeting of shareholders held
for such purpose.  If the right to elect directors shall have accrued to the
holders of shares of Convertible Preferred Stock more than ninety days
preceding the date established for the next annual meeting of stockholders, the
President of the Corporation shall, within twenty days after the delivery to
the Corporation at its principal office of a written request for a special
meeting signed by the holders of at least 10% of all outstanding shares of
Convertible Preferred Stock, call a special meeting of the holders of
Convertible Preferred Stock to be held within sixty days after the delivery of
such request for the purpose of electing such additional directors.

         Notwithstanding any other provision of the Corporation's Third Amended
and Restated Articles of Incorporation, the holders of shares of Convertible
Preferred Stock and any Parity Dividend Stock referred to above voting as a
class shall have the right to remove, without cause and at any time, and
replace any directors such holders shall have elected pursuant to this Section
VII.

         Section VIII. Outstanding Shares.  For purposes of this amendment, all
shares of Convertible Preferred Stock issued by the Corporation shall be deemed
outstanding except (i) from the date fixed for redemption pursuant to Section
V, all shares of Convertible Preferred Stock that have been so called for
   26

redemption under Section V, to the extent provided thereunder; (ii) from the
date of surrender of certificates evidencing shares of Convertible Preferred
Stock, all shares of Convertible Preferred Stock converted into Common Stock;
and (iii) from the date of registration of transfer, all shares of Convertible
Preferred Stock owned, directly or indirectly, by any entity of which the
Corporation owns, directly or indirectly, a majority of the shares entitled to
vote for directors.

         Section IX. Miscellaneous.
         (a) Whenever possible, each provision hereof shall be interpreted in a
manner as to be effective and valid under applicable law, but if any provision
hereof is held to be prohibited by or invalid under applicable law, such
provision shall be ineffective only to the extent of such prohibition or
invalidity, without invalidating or otherwise adversely affecting the remaining
provisions hereof.  If a court of competent jurisdiction should determine that
a provision hereof would be valid or enforceable if a period of time were
extended or shortened or a particular percentage were increased or decreased,
then such court may make such change as shall be necessary to render the
provision in question effective and valid under applicable law.

         (b) The Corporation shall pay any and all stock transfer and
documentary stamp taxes that may be payable in request of any issuance or
delivery of shares of Convertible Preferred Stock or shares of Common Stock or
other securities issued on account of Convertible Preferred Stock pursuant
hereto or certificates or instruments evidencing such shares or securities.
The Corporation shall not, however, be required to pay any such tax which may
be payable in respect of any transfer involved in the issuance or delivery of
shares of Convertible Preferred Stock or Common Stock or other securities in a
name other than that in which the shares of Convertible Preferred Stock with
respect to which such shares or other securities are issued or delivered were
registered, or in respect of any payment to any person with respect to any such
shares or securities other than a payment to the registered holder thereof, and
shall not required to make any such issuance, delivery or payment unless and
until the person otherwise entitled to such issuance, delivery or payment has
paid to the Corporation the amount of any such tax or has established, to the
satisfaction of the Corporation, that such tax has been paid or is not payable.

         (c) In the event that a holder of shares of Convertible Preferred
Stock shall not by written notice designate the name in which shares of Common
Stock to be issued upon conversion of such shares should be registered or to
whom payment upon redemption of shares of Convertible Preferred Stock should be
made or the address to which the certificates or instruments evidencing such
shares
   27

or such payment should be sent, the Corporation shall be entitled to register
such shares and make such payment, in the name of the holder of such
Convertible Preferred Stock as shown on the records of the Corporation and to
send the certificates or instruments evidencing such shares or such payment, to
the address of such holder shown on the records of the Corporation.

         Section X. Definitions.  The following definitions shall apply to
terms used in connection with the Convertible Preferred Stock:

         a. "Applicable Price" shall mean (i) in the event of a Non-Stock
Fundamental Change in which the holders of the Common Stock receive only cash,
the amount of cash received by the holder of one share of Common Stock and (ii)
in the event of any other Non-Stock Fundamental Change or any Common Stock
Fundamental Change, the average of the daily Closing Prices of the Common Stock
for the ten consecutive Trading Days prior to and including the record date for
the determination of the holders of Common Stock entitled to receive cash,
securities, property or other assets in connection with such Non-Stock
Fundamental Change or Common Stock Fundamental Change, or, if there is no such
record date, the date upon which the holders of the Common Stock shall have the
right to receive such cash, securities, property or other assets, in each case,
as adjusted in good faith by the Board of Directors of the Corporation to
appropriately reflect any of the events referred to in subparagraphs (i), (ii),
(iii), (iv) and (v) of Section VI(c).

         b. "Business Day" shall mean any day other than a Saturday, Sunday or
any day on which banking institutions are authorized to close in New York, New
York.

         c. "Closing Price" of any common stock on any day shall mean the last
reported sale price regular way on such day or, in case no such sale takes
place on such day, the average of the reported closing bid and asked prices
regular way of the common stock in each case on the New York Stock Exchange,
or, if the common stock is not listed or admitted to trading on such Exchange,
on the principal national securities exchange or quotation system on which the
common stock is listed or admitted to trading or quoted, or, if not listed or
admitted to trading or quoted on any national securities exchange or quotation
system, the average of the closing bid and asked prices of the common stock in
the over-the-counter market on the day in question as reported by the National
Quotation Bureau Incorporated, or a similarly generally accepted reporting
service, or, if not so available in such manner, as furnished by any New York
Stock Exchange member firm selected from time to time by the Board of Directors
of the Corporation for that purpose.

         d. "Common Stock" shall mean the Corporation's now or hereafter issued
Common Stock.

         e. "Common Stock Fundamental Change" shall mean any Fundamental Change
in which more than 50% by value (as determined in good faith by the Board of
Directors of the Corporation) of the consideration received by holders
   28
of Common Stock consists of common stock that for each of the ten consecutive
Trading Days referred to with respect to such Fundamental Change in Section
X(a) above has been admitted for listing or admitted for listing subject to
notice of issuance on a national securities exchange or quoted on the Nasdaq
National Market; provided, however, that a Fundamental Change shall not be a
Common Stock Fundamental Change unless either (i) the Corporation continues to
exist after the occurrence of such Fundamental Change and the outstanding
shares of Convertible Preferred Stock continue to exist as outstanding shares
of Convertible Preferred Stock, or (ii) not later than the occurrence of such
Fundamental Change, the outstanding shares of Convertible Preferred Stock are
converted into or exchanged for shares of convertible preferred stock of a
corporation succeeding to the business of the Corporation, which Convertible
Preferred Stock has powers, preferences and relative, participating, optional
or other rights, and qualifications, limitations and restrictions,
substantially similar to those of the Convertible Preferred Stock.
         f. "Current Market Price Per Share" shall mean, as to the Common Stock
on any date in question, the average of the daily Closing Prices for the five
consecutive Trading Days prior to and including the date in question; provided,
however, that:

         (1)      if the Ex Date for any event (other than the issuance or
         distribution requiring such computation) that required an adjustment
         to the conversion price pursuant to subparagraphs (i), (ii), (iii),
         (iv), or (v) of Section VI(c) ("Other Event") occurs after the fifth
         Trading Day prior to the day in question and prior to the Ex Date for
         the issuance or distribution requiring such computation (the "Current
         Event"), the Closing Price for each Trading Day prior to the Ex Date
         for such Other Event shall be adjusted by multiplying such Closing
         Price by the same fraction by which the conversion price is so
         required to be adjusted as a result of such Other Event,

         (2)      if the Ex Date for any Other Event occurs after the Ex Date
         for the Current Event and on or prior to the date in question, the
         Closing Price for each Trading Day on and after the Ex Date for such
         Other Event shall be adjusted by multiplying such Closing Price by the
         reciprocal of the fraction by which the conversion price is so
         required to be adjusted as a result of such Other Event,

         (3)      if the Ex Date for any Other Event occurs on the Ex Date for
         the Current Event, one of those events, as determined by the
         Corporation, shall be deemed for purposes of clauses (1) and (2) of
         this proviso to have an Ex Date occurring prior to the Ex Date for the
         other of those events, and
   29

         (4)      if the Ex Date for the Current Event is on or prior to the
         date in question, then after taking into account any adjustment
         required pursuant to clause (2) of this proviso, the Closing Price for
         each Trading Day on or after such Ex Date shall be adjusted by adding
         thereto the amount of any cash and the fair market value on the date
         in question (as determined in good faith by the Board of Directors in
         a manner consistent with any determination of such value for purposes
         of paragraph (iv) or (v) of Section VI(c), whose determination shall
         be conclusive and described in a resolution of the Board of Directors)
         of the portion of the rights, warrants, evidences of indebtedness,
         shares of capital stock or assets being distributed applicable to one
         share of Common Stock.

         g. "Ex Date" shall mean (1) when used with respect to any issuance or
distribution, means the first date on which the Common Stock trades regular way
on the relevant exchange or in the relevant market from which the Closing Price
was obtained without the right to receive such issuance or distribution and (2)
when used with respect to any subdivision or combination of shares of Common
Stock, means the first date on which the Common Stock trades regular way on
such exchange or in such market after the time at which such subdivision or
combination becomes effective.

         h. "Fundamental Change" shall mean the occurrence of any transaction
or event in connection with a plan pursuant to which all or substantially all
of the Common Stock shall be exchanged for, converted into, or acquired for or
constitute solely the right to receive cash, securities, property or other
assets (whether by means of an exchange offer, liquidation, tender offer,
consolidation, merger, combination, reclassification, recapitalization or
otherwise); provided, however, in the case of a plan involving more than one
such transaction or event, for purposes of adjustment of the conversion price,
such Fundamental Change shall be deemed to have occurred when substantially all
of the Common Stock of the Corporation shall be exchanged for, converted into,
or acquired for or constitute solely the right to receive cash, securities,
property or other assets, but the adjustment shall be based upon the highest
weighted average of consideration per share which a holder of Common Stock
could have received in such transactions or events as a result of which more
than 50% of the Common Stock of the Corporation shall have been exchanged for,
converted into, or acquired for or constitute solely the right to receive cash,
securities, property or other assets.

         i. "Junior Dividend Stock" shall mean the Junior Stock and any other
capital stock of the Corporation ranking junior as to dividends to the
Convertible Preferred Stock.
   30

         j. "Junior Liquidation Stock" shall mean the Junior Stock and any
other class or series of the Corporation's capital stock ranking junior to the
Convertible Preferred Stock as to distributions of assets upon liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary.

         k. "Junior Stock" shall mean the Common Stock, the Series A Preferred
Stock, and the Corporation's hereafter issued capital stock ranking junior to
the Convertible Preferred Stock both as to the payment of dividends and as to
distributions of assets upon liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, when and if issued.

         l. "Nasdaq National Market" shall mean the National Association of
Securities Dealers Automated Quotation National Market.

         m. "Non-Stock Fundamental Change" shall mean any Fundamental Change
other than a Common Stock Fundamental Change.

         n. "Parity Dividend Stock" shall mean any class or series of the
Corporation's capital stock hereafter issued ranking, as to dividends, on a
parity with the Convertible Preferred Stock.

         o. "Parity Liquidation Stock" shall mean any class or series of the
Corporation's capital stock ranking on a parity with the Convertible Preferred
Stock as to distributions or assets upon liquidation, dissolution or winding up
of the Corporation, whether voluntary or involuntary.

         p. "Purchaser Stock Price" shall mean, with respect to any Common
Stock Fundamental Change, the average of the daily Closing Prices of the common
stock received in such Common Stock Fundamental Change for the ten consecutive
Trading Days prior to and including the record date for the determination of
the holders of Common Stock entitled to receive such common stock, or, if there
is no such record date, the date upon which the holders of the Common Stock
shall have the right to receive such common stock, in each case, as adjusted in
good faith by the Board of Directors of the corporation to appropriately
reflect any of the events referred to in subparagraphs, (i), (ii), (iii), (iv)
and (v) of Section VI(c); provided, however, if no such Closing Prices of the
common stock for such Trading Days exist, then the Purchaser Stock Price shall
be set at a price determined in good faith by the Board of Directors of the
Corporation.

         q. "Redemption Price" shall mean the applicable price per share set
forth for the date fixed for redemption in the following table:



   31




                              DATE FIXED FOR REDEMPTION                                       PRICE
                                                                                           
    On or after August 7, 2000  and on or before August 6, 2001   . . . . . . . . . .         $51.88
    On or after August 7, 2001  and on or before August 6, 2002   . . . . . . . . . .         $51.56
    On or after August 7, 2002  and on or before August 6, 2003   . . . . . . . . . .         $51.25
    On or after August 7, 2003  and on or before August 6, 2004   . . . . . . . . . .         $50.94
    On or after August 7, 2004  and on or before August 6, 2005   . . . . . . . . . .         $50.63  
    On or after August 7, 2005  and on or before August 6, 2006   . . . . . . . . . .         $50.31
    Any date on or after August 7, 2006   . . . . . . . . . . . . . . . . . . . . . .         $50.00



plus, in each case, an amount in cash equal to all per share dividends on the
Convertible Preferred Stock accrued and unpaid thereon, whether or not
declared, to but excluding the date fixed for redemption.

         r. "Reference Market Price" shall initially mean $26.92 (which is an
amount equal to 66 2/3% of the reported last sale price for the Common Stock
quoted on the Nasdaq National Market on July 23, 1996), and in the event of any
adjustment to the conversion price other than as a result of a Fundamental
Change, the Reference Market Price shall also be adjusted so that the ratio of
the Reference Market Price to the conversion price after giving effect to any
such adjustment shall always be the same as the ratio of $26.92 to the initial
conversion price per share set forth in the last sentence of Section VI(a).

         s. "Rights" shall have the meaning ascribed to such term in the Rights
Agreement.

         t. "Rights Agreement" shall mean the Rights Agreement dated as of
February 24, 1988, as amended, between the Corporation and the Rights Agent
named therein.

         u. "Series A Preferred Stock" shall mean the Corporation's Series A
Participating Preferred Stock, when and if issued.

         v. "Trading Day" shall mean a day on which securities traded on the
national securities exchange or quotation system or in the over-the-counter
market used to determine the Closing Price.

                         ARTICLE V - BOARD OF DIRECTORS

         Section 1. Number of Directors.  The number of directors of the
Corporation shall not be less than twelve (12) or more than eighteen (18), the
exact number of directors to be determined from time to time by resolution
adopted by affirmative vote of a majority of the entire Board of Directors, and
such exact number shall be fifteen (15) until otherwise determined by
resolution adopted by affirmative vote of a majority of the entire Board of
Directors.
   32

         Section 2. Classes of Directors.  The Board of Directors shall be
divided into three classes, Class I, Class II and Class III.  Such classes
shall be as nearly equal in number of directors as possible.  Each director
shall serve for a term ending at the third annual meeting following the annual
meeting at which such director was elected; provided, however, that the
directors first elected to Class I shall serve for a term ending on the annual
meeting next following the end of the 1983 fiscal year, the directors first
elected to Class II shall serve for a term ending at the second annual meeting
next following the end of the 1983 fiscal year, and the directors first elected
to Class III shall serve for a term ending at the third annual meeting next
following the end of the 1983 fiscal year, serving, in each case, until their
successors shall be elected and shall qualify.  Any vacancies in the Board of
Directors for any reason, and any newly created directorships resulting from
any increase in the number of directors, shall be filled by the affirmative
vote of a majority of the remaining director(s) of the class in which such
vacancy occurs or if none so remains, by a majority vote of the directors of
the other two classes, and any directors so chosen shall hold office until the
next election of the class for which such directors shall have been chosen and
until their successors shall be elected and shall qualify.  No decrease in the
number of directors shall shorten the term of any incumbent director.  There
shall be no cumulative voting in the election of directors.

         Section 3. Removal of Directors. At a meeting of shareholders called
expressly for that purpose, any director or the entire Board of Directors may
be removed, but only for, cause, and only by the affirmative vote of the
holders of 75% or more of the outstanding shares of capital stock of the
Corporation then entitled to vote at an election of directors.

         Section 4. Nomination of Directors.   Except for the filling of any
vacancies in the Board of Directors which is governed by Section 2 of this
Article V, nominations for the election of directors may be made by the Board
of Directors or by any shareholder entitled to vote for the election of
directors.  Nominations by any shareholder shall be made by notice in writing,
delivered or mailed by first class United States mail, postage prepaid, to the
Secretary of the Corporation not less than 5 days nor more than 60 days prior
to any meeting of the shareholders called for the election of directors.  Each
notice shall set forth (i) the name, age, business address and, if known,
residence address of each nominee proposed in such notice, (ii) the principal
occupation or employment of each such nominee and (iii) the number of shares of
stock of the Corporation which are beneficially owned by each such nominee.

         The Secretary of the Corporation shall determine whether any
nomination by any shareholder is made in conformance with the procedures set
forth in this Section 4. Nominations not made in conformance with the
procedures set forth in this Section 4 shall be null and void and shall be
disregarded by the Corporation.
   33


                          ARTICLE VI - INDEMNIFICATION

The Corporation shall indemnify any present or former officer or director, or
person exercising powers and duties of a director, to the full extent now or
hereafter permitted under Florida Statutes now or hereafter in force.

                              ARTICLE VII - BYLAWS

The power to adopt, alter, amend or repeal Bylaws shall be vested in the Board
of Directors and the shareholders, but the Board of Directors may not alter,
amend or repeal any Bylaws adopted by the shareholders if the shareholders
provided that such Bylaws shall not be altered, amended or repealed by the
Board of Directors.

            ARTICLE VIII - APPROVAL OF CERTAIN BUSINESS COMBINATIONS

A.    In addition to any affirmative vote required by law or under any other
      provision of these Third Amended and Restated Articles of Incorporation,
      and except as otherwise expressly provided in Paragraph C: (1) any merger
      or consolidation of the Corporation or any Subsidiary (as hereinafter
      defined) with or into (a) any 30% Shareholder (as hereinafter defined) or
      (b) any other corporation (whether or not itself a 30% Shareholder) which,
      after such merger or consolidation, would be an Affiliate (as hereinafter
      defined) of a 30% Shareholder; or, (2) any sale, lease, exchange,
      mortgage, pledge, transfer or other disposition (in one transaction or a
      series of related transactions) to or with any 30% Shareholder of any
      assets of the Corporation or any Subsidiary having an aggregate fair
      market value of $5,000,000 or more; or, (3) the issuance or transfer by
      the Corporation or any Subsidiary (in one transaction or a series of
      related transactions) of any securities of the Corporation or any
      Subsidiary to any 30% Shareholder in exchange for cash, securities or
      other property (or a combination thereof) having an aggregate fair market
      value of $5,000,000 or more; or, (4) the adoption of any plan or proposal
      for the liquidation or dissolution of the Corporation; or, (5) any
      reclassification of securities (including any reverse stock split),
      recapitalization, reorganization, merger or consolidation of the
      Corporation with any of its Subsidiaries or any similar transaction
      (whether or not with or into or otherwise involving a 30% Shareholder)
      which has the effect, directly or indirectly, of increasing the
      proportionate share of the outstanding shares of any class of equity or
      convertible securities of the Corporation or any Subsidiary which is
      directly or indirectly owned by any 30% Shareholder, shall require the
      affirmative vote of the holders of at least 85% of the outstanding shares
      of capital stock of the Corporation entitled to vote generally in the
      election of directors, considered for the purpose of this Article VIII as
      one class ("Voting Shares"), which shall include the
   34

affirmative vote of at least 50% of the Voting Shares by shareholders other
than any 30% Shareholder.  Such affirmative vote shall be required
notwithstanding the fact that no vote may be required, or that some lesser
percentage may be specified, by law or in any agreement with any national
securities exchange or otherwise.

B.    The term "business combination" as used in this Article VIII shall mean
      any transaction which is referred to in any one or more of clauses (1)
      through (5) of Paragraph A hereof.

C.    The provisions of Paragraph A shall not be applicable to any particular
      business combination, and such business combination shall require only
      such affirmative vote as is required by law if:

      (1)   The Board of Directors of the Corporation has by at least a 75% vote
      of the members of the Board then in office:

            (a) given prior approval to the acquisition by the 30% Shareholder
            involved in the business combination of 30% or more of the
            outstanding common stock of the Corporation; or

            (b) approved the business combination prior to the 30% Shareholder
            involved in the business combination having become a 30%
            Shareholder; or,

      (2)   All of the following conditions are satisfied:

            (a) the ratio of the aggregate amount of the cash and the fair
            market value of other consideration to be received per share by
            holders of common stock of the Corporation ("Common Stock") in such
            business combination to the market price of the Common Stock
            immediately prior to the announcement of such business combination,
            is at least as great as the ratio of the highest per share price
            (including brokerage commissions, transfer taxes and soliciting
            dealers' fees) which such 30% Shareholder has paid for any shares
            of Common Stock acquired by it within the two-year period prior to
            the business combination to the market price of the Common Stock
            immediately prior to the initial acquisition by such 30%
            Shareholder of any Common Stock;

            (b) the aggregate amount of the cash and fair market value of other
            consideration to be received per share by holders of Common Stock in
            such business combination is not less than the highest per share
            price (including brokerage commissions, transfer taxes and
            soliciting dealers' fees) paid by such 30% Shareholder in acquiring
            any of its holdings of Common Stock, and is not less
   35
        
            than the earnings per share of Common Stock for the four full
            consecutive fiscal quarters immediately preceding the record date
            for solicitation of votes on such business combination multiplied
            by the then price/earnings multiple (if any) of such 30%
            Shareholder as customarily computed and reported in the financial
            community;

            (c) the consideration to be received by holders of Common Stock
            in such business combination shall be the same form and of the same
            kind as the consideration paid by the 30% Shareholder in acquiring
            the shares of Common Stock already owned by it;

            (d) after becoming a 30% Shareholder and prior to the consummation  
            of such business combination: (i) the 30% Shareholder shall have
            taken steps to ensure that the Corporation's Board of Directors
            included at all times representation by continuing director(s) (as
            hereinafter defined) proportionate to the ratio that the Voting
            Shares which from time to time are owned by persons who are not 30%
            Shareholders ("Public Holders") bear to all Voting Shares
            outstanding at such respective times (with a continuing director to
            occupy any resulting fractional board position); (ii) there shall
            have been no reduction in the rate of dividends payable on the
            Common Stock except as necessary to insure that a quarterly
            dividend payment does not exceed 15% of the net income of the
            Corporation for the four full consecutive fiscal quarters
            immediately preceding the declaration date of such dividend, or
            except as may have been approved by a unanimous vote of all
            directors (the "entire Board"); (iii) such 30% Shareholder shall
            not have acquired any newly issued shares of stock, directly or
            indirectly, from the Corporation (except upon conversion of
            convertible securities acquired by it prior to obtaining a 30%
            interest or as a result of a pro rate stock dividend or stock
            split); and (iv) such 30% Shareholder shall not have acquired any
            additional shares of the Common Stock or securities convertible
            into or exchangeable for Common Stock except as a part of the
            transaction which resulted in such 30% Shareholder acquiring its
            30% interest;

            (e) prior to the consummation of such business combination, such
            30% Shareholder shall not have received the benefit, directly or
            indirectly (except proportionately as a shareholder), of any loans,
            advances, guarantees, pledges or other financial assistance or tax
            credits provided by the Corporation, or made any change in the
            Corporation's business or equity capital structure without the
            unanimous approval of the entire Board; and,
   36
            (f) a proxy statement responsive to the requirements of the
            Securities Exchange Act of 1934 shall have been mailed to all
            holders of Voting Shares for the purpose of soliciting shareholder
            approval of such business combination.  Such proxy statement shall
            contain at the front thereof, in a prominent place, any
            recommendations as to the advisability (or inadvisability) of the
            business combination which the continuing directors, or any of
            them, may have furnished in writing and, if deemed advisable by a
            majority of the continuing directors, an opinion of independent
            financial advisers as to the fairness (or lack of fairness) of the
            terms of such business combination, from the point of view of the
            holders of Voting Shares other than any 30% Shareholder (such
            independent financial advisers to be selected by a majority of the
            continuing directors, and to be paid a reasonable fee for their
            services upon receipt by the Corporation of such opinion).

D.       For the purposes of this Article VIII:

            (1)  A "person" shall mean any individual, firm, corporation or
            other entity.

            (2) "30% Shareholder" shall mean, in respect of any business
            combination, any person (other than the Corporation or any
            Subsidiary) who or which, as of the record date for the
            determination of shareholders entitled to notice of and to vote on
            such business combination, or immediately prior to the consummation
            of any such transaction: (a) is the beneficial owner, directly or
            indirectly, of not less than 30% of the Voting Shares; or, (b) is
            an Affiliate of the Corporation and at any time within 2 years
            prior thereto was the beneficial owner, directly or indirectly, of
            not less than 30% of the then outstanding Voting Shares; or, (c) is
            an assignee of or has otherwise succeeded to any shares of capital
            stock of the Corporation which were at any time within 2 years
            prior thereto beneficially owned by any 30% Shareholder, and such
            assignment or succession shall have occurred in the course of a
            transaction or series of transactions not involving a public
            offering within the meaning of the Securities Act of 1933.

            (3) A person shall be the "beneficial owner" of any Voting Shares:
            (a) which such person or any of its Affiliates and Associates (as
            hereinafter defined) beneficially own, directly or indirectly; or,
            (b) which such person or any of its Affiliates or Associates has
            (i) the right to acquire (whether such right is exercisable
            immediately or only after the passage of time), pursuant to any
            agreement, arrangement or understanding or upon the exercise of
            conversion rights, warrants, or options, or otherwise, or (ii) the
            right to vote pursuant to any agreement, arrangement or
            understanding; or, (c) which are beneficially owned, directly or
            indirectly,
   37

         by any other person with which such first-mentioned person or any of
         its Affiliates or Associates has any agreement, arrangement or 
         understanding for the purpose of acquiring, holding, voting or
         disposing of any shares of capital stock of the Corporation.

         (4) The outstanding Voting Shares shall include shares deemed owned
         through application of sub-paragraph (3), above, but shall not include
         any other Voting Shares which may be issuable pursuant to any
         agreement, or upon exercise of conversion rights, warrants or options,
         or otherwise.

         (5) "Continuing director" shall mean a person who was a member of the
         Board of Directors of the Corporation elected by the Public Holders
         prior to the date as of which any 30% Shareholder acquired in excess
         of 5% of the then outstanding Voting Shares, or a person designated
         (before his initial election as a director) as a continuing director
         by a majority of the then continuing directors.

         (6) "Other consideration to be received" shall mean common stock of the
         Corporation retained by its Public Holders in the event of a business
         combination in which the Corporation is the surviving corporation.

         (7) "Affiliate" and "Associate" shall have the respective meanings
         given those terms in Rule 12b-2 of the General Rules and Regulations
         under the Securities Exchange Act of 1934, as in effect on February
         23, 1983.

         (8) "Subsidiary" means any corporation of which a majority of any
          class  of equity security (as defined in Rule 3a11-1 of the General
         Rules and Regulations under the Securities Exchange Act of 1934, as
         in effect on February 23, 1983) is owned, directly or indirectly, by
         the  Corporation; provided, however, that for the purposes of the
         definition of 30% Shareholder set forth in sub-paragraph (2), above,
         the term "Subsidiary" shall mean only a corporation of which a
         majority of each class of equity security owned directly or
         indirectly, by the Corporation. 

E.       A majority of the continuing directors shall have the power and
         duty to determine for the purposes of this Article VIII, on the basis
         of information known to them: (a) the number of Voting Shares
         beneficially owned by any person; (b) whether a person is an Affiliate
         or Associate of another; (c) whether a person has an agreement,
         arrangement or understanding with another as to the matters referred
         to in sub-paragraph (3), above, or, (d) whether the assets subject to
         any business combination have an aggregate fair market value of
         $5,000,000 or more.

F.       Nothing contained in this Article VIII shall be construed to
         relieve any 30% Shareholder from any fiduciary obligation imposed by
         law.
   38

                                   ARTICLE IX

Action shall be taken by the shareholders only at annual or special meetings of
shareholders, and shareholders may not act by written consent.  Special
meetings of shareholders may be called only by the holders of not less than 75%
of the Voting Shares as defined in Article VIII, or by such other persons or
bodies as may be authorized by the Bylaws of the Company.


                             ARTICLE X - AMENDMENTS

Any amendment, alteration, change or repeal of Article V, Article VIII, Article
IX, or Article X of this Third Amended and Restated Articles of Incorporation
shall require the affirmative vote of the holders of at least 85% of the then
outstanding Voting Shares as defined in Article VIII, which shall include the
affirmative vote of at least 50% of the Voting Shares other than any 30%
Shareholders; provided that this Article X shall not apply to, and such 85%
vote shall not be required for any amendment, alteration, change or repeal
recommended to the shareholders by at least a majority of the entire Board and
by at least two-thirds of the continuing directors, as defined in Article VIII.
   39
         IN WITNESS WHEREOF, American Bankers Insurance Group, Inc. has caused
these Amended and Restated Articles of Incorporation to be executed on this
23rd day of July, 1996.
- ----
                           

(Corporate Seal)             AMERICAN BANKERS INSURANCE GROUP, INC.
                                                                   
Attest:             
                   
                    
                    
                             By:
- -----------------------          ---------------------------------------------
Leonardo F. Garcia,              Gerald N. Gaston, Vice Chairman of the Board,
 Secretary                           Chief Executive Officer and President





STATE OF FLORIDA )
                 )
COUNTY OF DADE   )

The foregoing instrument was acknowledged before me this 23 of July, 1996 by
Gerald N. Gaston as Vice Chairman of the Board, Chief Executive Officer and
President for American Bankers Insurance Group, Inc.



                                             -------------------------------
                                             NOTARY PUBLIC, State of Florida


                                             My Commission Expires:


                                             -------------------------------

                       Personally Known      X      OR Produced Identification.
                                        -----------

                       Type of Identification Produced                         .
                                                       -----------------------  





   40




                              ARTICLES OF AMENDMENT

                                 FIRST AMENDMENT
                                       TO
              THIRD AMENDED AND RESTATED ARTICLES OF INCORPORATION
                                       OF
                     AMERICAN BANKERS INSURANCE GROUP, INC.


     1. The name of the corporation is American Bankers Insurance Group, Inc.
(the "Corporation").

     2. The Third Amended and Restated Articles of Incorporation of the
Corporation is amended by deleting the first paragraph of Article IV, and
substituting in its place the following:

        "The Corporation shall be authorized to issue two classes of shares of
        stock to be designated, respectively, "Common Stock" and "Preferred
        Stock"; the total number of shares which the Corporation shall have
        authority to issue is 110,000,000 the total number of shares of Common
        Stock shall be 100,000,000 and each such share shall have a par value of
        One Dollar ($1.00); and the total number of shares of Preferred Stock
        shall be 10,000,000 and each share shall be without par value."


(the "Amendment")

     3. This Amendment was recommended by the board of directors to the holders
of the Corporation's common stock, $1.00 par value (the "Common Stock Holders"),
at the Corporation's annual meeting of Common Stock Holders on May 23, 1997.

     4. This Amendment was approved by a majority of the Common Stock Holders,
which is the only group entitled to vote on the Amendment, and the number of
votes cast for the Amendment was sufficient for approval.



                                        1

   41



     IN WITNESS WHEREOF, American Bankers Insurance Group, Inc. has caused this
Articles of Amendment to be executed on this 23rd day of May 1997.


(Corporate Seal)                   AMERICAN BANKERS INSURANCE GROUP,
                                   INC.
Attest:



                              By:
- --------------------               ---------------------------------------------
Arthur W. Heggen,                  Gerald N. Gaston, Vice Chairman of the Board,
 Secretary                         Chief Executive Officer and President





STATE OF FLORIDA           )
                           )
COUNTY OF DADE             )

The foregoing instrument was acknowledged before me this 23rd day of May 1997 by
Gerald N. Gaston as Vice Chairman of the Board, Chief Executive Officer and
President of American Bankers Insurance Group, Inc.



                                           -------------------------------------
                                           NOTARY PUBLIC, State of Florida


                                           My Commission Expires:


                                           -------------------------------------

Personally Known _____________________ OR Produced Identification.

Type of Identification Produced _____________________________.




                                        2