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