===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                 SCHEDULE 14D-1
                               (AMENDMENT NO. 3)

              TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

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

                     AMERICAN BANKERS INSURANCE GROUP, INC.

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

                           (NAME OF SUBJECT COMPANY)

                            SEASON ACQUISITION CORP.
                              CENDANT CORPORATION

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

                                   (Bidders)

                    COMMON STOCK, PAR VALUE $1.00 PER SHARE
           (INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)

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

                         (Title of Class of Securities)

                                  024456 10 5

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

                     (CUSIP Number of Class of Securities)

                             JAMES E. BUCKMAN, ESQ.
              SENIOR EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
                              CENDANT CORPORATION
                                  6 SYLVAN WAY
                          PARSIPPANY, NEW JERSEY 07054
                           TELEPHONE: (973) 428-9700
            (Name, Address and Telephone Number of Person Authorized
          to Receive Notices and Communications on Behalf of Bidders)

                                WITH A COPY TO:
                                DAVID FOX, ESQ.
                             ERIC J. FRIEDMAN, ESQ.
                    SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
                                919 THIRD AVENUE
                            NEW YORK, NEW YORK 10022
                           TELEPHONE: (212) 735-3000

===============================================================================


   This Amendment No. 3 amends the Tender Offer Statement on Schedule 14D-1 
initially filed on January 27, 1998 (as amended, the "Schedule 14D-1") by 
Cendant Corporation, a Delaware corporation ("Parent"), and its wholly owned 
subsidiary, Season Acquisition Corp., a New Jersey corporation ("Purchaser"), 
relating to Purchaser's tender offer for 23,501,260 outstanding shares of 
common stock, par value $1.00 per share, of American Bankers Insurance Group, 
Inc., a Florida corporation (the "Company"). Unless otherwise defined herein, 
all capitalized terms used herein shall have the respective meanings given 
such terms in the Schedule 14D-1. 

ITEM 10. ADDITIONAL INFORMATION. 

   The information set forth in subsection (e) of the Schedule 14d-1 is 
hereby amended and supplemented by the following information: 

   On February 2, 1998, Parent and Purchaser filed an amended complaint 
alleging further violations of the Federal securities laws based on 
disclosures made in the Registration Statement on Form S-4 and Proxy 
Statement/Prospectus filed with the SEC by AIG and the Company on January 30, 
1998 (the "Proxy Statement/Prospectus"). The amended complaint adds claims 
that AIG and the Company have violated Sections 14(a) and 14(e) of the 
Exchange Act by making a number of materially false and misleading statements 
in the Proxy Statement/Prospectus, including statements, among others, that 
(i) AIG has exercised the AIG Lockup Option Agreement when, in fact, it 
cannot be exercised until such time as AIG obtains the requisite regulatory 
approvals, which are not imminent; (ii) the Company and AIG expect the Proposed
AIG Merger to close in March 1998 when, in fact, they know that the 
likelihood of receiving all required regulatory approvals prior to the second 
quarter of 1998 is remote at best; (iii) AIG expects to achieve expense 
savings following consummation of the Proposed AIG Merger without specifying 
how they will be achieved, when, in fact, to accomplish such savings, it is 
likely that jobs will be eliminated and employees of American Bankers will be 
terminated, including those based in Florida, although AIG has previously 
stated that the employee base should not be much affected; and (iv) Salomon 
Smith Barney, the Company's financial advisor, rendered its opinion as to the 
fairness of the consideration to be paid to holders of Common Shares in the 
Proposed AIG Merger without disclosing the extent to which Salomon Smith 
Barney relied on the revised projections prepared by the Company's management 
that contained lower estimates of revenue and income, and whether the 
fairness opinion could have been given had the unrevised, higher projections 
been used. The amended complaint seeks injunctive relief compelling 
corrective disclosures to cure the materially false and misleading statements 
made in the Proxy Statement/Prospectus in connection with the solicitation of 
proxies for the shareholder vote on the AIG Merger Agreement. 

   On February 2, 1998, in connection with Parent's and Purchaser's 
application for approval of the acquisition of a controlling interest in 
American Bankers Insurance Company of Florida, American Bankers Life 
Assurance Company of Florida and Voyager Service Warranties, Inc. (the 
"Florida Domestic Insurers"), each a subsidiary of the Company (the "Parent 
Form A Proceedings"), Parent and Purchaser filed with the Florida Department 
of Insurance (the "Department") a motion to consolidate the Parent Form A 
Proceedings with the application of AIG and AIGF for approval of their 
proposed acquisition of a controlling interest in the Florida Domestic 
Insurers (the "AIG Form A Proceedings"). In this motion, Parent and Purchaser 
asserted that the Department would commit a material error in procedure if it 
did not consolidate the Parent Form A Proceedings and the AIG Form A 
Proceedings and render its decision on the applications simultaneously. Also 
on February 2, 1998, Parent and Purchaser (1) petitioned to intervene in the 
AIG Form A Proceedings and to have those proceedings consolidated with the 
Parent Form A Proceedings and (2) petitioned for a hearing on the AIG Form A 
Proceedings as provided for by Florida law. Parent and Purchaser asserted 
that they should be admitted as parties to the AIG Form A Proceedings as 
provided by Florida law because their substantial interests as a shareholder 
(in the case of Parent) and competing acquiror of the Company will be 
affected by the AIG Form A Proceedings. Parent and Purchaser further asserted 
that the AIG Form A Proceedings raise disputed issues of material fact as to 
whether AIG's proposed acquisition of a controlling interest in the Florida 
Domestic Insurers should be approved by the Department, and that Parent and 
Purchaser have a right to be heard on these issues through participation in 
the AIG Form A Proceedings. 

                                       2


ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. 

   Item 11 is hereby amended as follows: 

   (a)(11) Text of Press Release issued by Parent on February 2, 1998. 

   (g)(3)  Amended Complaint filed on February 2, 1998 against American 
           Bankers Insurance Group, Inc. et al. by Parent and Purchaser in 
           the United States District Court for the Southern District of 
           Florida, Miami Division. 

   (g)(4)  Motion to Consolidate filed on February 2, 1998 by Parent and 
           Purchaser with the State of Florida Department of Insurance. 

   (g)(5)  Petition for a Hearing filed on February 2, 1998 by Parent and 
           Purchaser with the State of Florida Department of Insurance. 

   (g)(6)  Petition to Intervene and Consolidate filed on February 2, 1998 
           by Parent and Purchaser with the State of Florida Department of 
           Insurance. 

                                       3


                                   SIGNATURE

   After due inquiry and to the best of its knowledge and belief, the 
undersigned certifies that the information set forth in this statement is 
true, complete and correct. 

Dated: February 3, 1998 

                                          CENDANT CORPORATION 

                                          By: /s/ James E. Buckman 
                                              ------------------------------- 
                                              Name:  James E. Buckman 
                                              Title: Senior Executive Vice 
                                                     President and General
                                                     Counsel 

                                          SEASON ACQUISITION CORP. 

                                          By: /s/ James E. Buckman 
                                              ------------------------------- 
                                              Name:  James E. Buckman 
                                              Title: Executive Vice President 

                                       4

                                 EXHIBIT INDEX

EXHIBIT NO. 
- -----------

  (a)(11)     Text of Press Release issued by Parent on February 2, 1998.

  (g)(3)      Amended Complaint filed on February 2, 1998 against American
              Bankers Insurance Group, Inc. et al. by Parent and Purchaser in
              the United States District Court for the Southern District of
              Florida, Miami Division.

  (g)(4)      Motion to Consolidate filed on February 2, 1998 by Parent and 
              Purchaser with the State of Florida Department of Insurance.

  (g)(5)      Petition for a Hearing filed on February 2, 1998 by Parent and 
              Purchaser with the State of Florida Department of Insurance.
  
  (g)(6)      Petition to Intervene and Consolidate filed on February 2, 1998
              by Parent and Purchaser with the State of Florida Department of 
              Insurance.

                                       5



                  CENDANT ADDS NEW CHARGES TO LAWSUIT AGAINST
               AMERICAN BANKERS AND AMERICAN INTERNATIONAL GROUP

STAMFORD, CT and PARSIPPANY, NJ, February 2, 1998 -- Cendant Corporation
(NYSE: CD) announced today that it has filed an amended complaint in its
litigation against American Bankers Insurance Group Inc. (NYSE: ABI) and
American International Group, Inc. (NYSE: AIG) in United States District
Court for the Southern District of Florida, detailing a number of unlawful
actions taken by American Bankers and AIG in connection with AIG's proposed
acquisition of American Bankers.

These include, among other things, the false and misleading impression AIG
has sought to convey with respect to its intention to exercise the Lock-Up
Option to acquire 19.9% of the outstanding common shares of American Bankers,
and misleading statements made by American Bankers in its Proxy Statement
concerning the timing of regulatory approvals and other matters.

Cendant has commenced this suit and filed preliminary proxy materials to ensure
that American Bankers' shareholders will have the opportunity to consider 
Cendant's higher offer and to assist the American Bankers' Board in fulfilling
its fiduciary obligations to shareholders.

The complaint and amendment follow Cendant's proposal on January 27 to acquire




American Bankers for $58 per share in cash and stock, for an aggregate of
approximately $2.7 billion on a fully diluted basis, 23% more than the 
agreement American bankers has with American International Group.

Cendant (NYSE: CD) is the world's premier provider of consumer and business
services. With a market capitalization of approximately $30 million, it
ranks among the 100 largest U.S. corporations. Cendant operates in three
principal segments: Membership, Travel and Real estate Services. In Membership
Services, Cendant provides access to travel, shopping, auto, dining, and other
services through more than 73 million memberships worldwide. In Travel Services,
Cendant is the leading franchisor of hotels and rental car agencies worldwide,
the premier provider of vacation exchange services and the second largest fleet
management company. In Real Estate Services, Cendant is the world's premier
franchisor of residential real estate brokerage offices, a major provider of
mortgage services to consumers and a global leader in corporate employee
relocation. Headquartered in Stamford, CT and Parsippany, NJ, the company 
has more than 35,000 employees, operates in over 100 countries and makes 
approximately 100 million customer contracts annually.

Investor Contact:                  Media Contact:           or:
Laura P. Hamilton                  Elliot Bloom             Jim Fingeroth
Senior Vice President              Vice President           Kekst and Company
Investor Relations and             Public Relations
Corporate Communications           (973) 496-8414           (212) 521-4800
(203) 965-5114

A form of proxy statement soliciting proxies in opposition to the proposed
merger of American Bankers and a subsidiary of AIG will be sent to shareholders
of American Bankers promptly after it is finalized in accordance with the 
Federal securities laws. The participants in the solicitation of proxies in 
opposition to the proposed AIG merger include the directors, executive 
officers and certain employees of Cendant. 


                                                                           
                          UNITED STATES DISTRICT COURT
                          SOUTHERN DISTRICT OF FLORIDA
                                 MIAMI DIVISION



CENDANT CORPORATION and
SEASON ACQUISITION CORP.,

                                  Plaintiffs,


                                                     CASE NO. 98-0159-CIV-MOORE
                                                       MAGISTRATE JUDGE JOHNSON
                  v.

AMERICAN BANKERS INSURANCE GROUP, INC., 
GERALD N. GASTON, R. KIRK LANDON, EUGENE M. 
MATALENE, JR., ARMANDO CODINA, PETER J. 
DOLARA, JAMES F. JORDEN, BERNARD P. KNOTH, 
ALBERT H. NAHMAD, NICHOLAS J. ST. GEORGE, 
ROBERT C. STRAUSS, GEORGE E. WILLIAMSON II, 
DARYL L. JONES, NICHO LAS A. BUONICONTI, JACK 
F. KEMP, AMERICAN INTERNATIONAL GROUP, INC. 
and AIGF, INC.,

                                  Defendants.

- ---------------------------------------/



                             AMENDED COMPLAINT FOR
                       DECLARATORY AND INJUNCTIVE RELIEF

                  Plaintiffs Cendant Corporation ("Cendant") and Season
Acquisition Corp. ("Season Acquisition"), by their counsel, for their Amended
Complaint allege upon knowledge as to themselves and their own acts and upon
information and belief as to all other matters, as follows:



                                                     Case No. 98-0159-CIV-MOORE
                                 JURISDICTION

                  1. The claims asserted herein arise under Sections 13(d),
14(a) and 14(e) of the Exchange Act, 15 U.S.C. ss.ss. 78m(d), 78n(a), and
78n(e), and the rules and regulations promulgated thereunder by the Securities
and Exchange Commission (the "SEC"), and the law of the State of Florida. This
Court has jurisdiction over this action pursuant to Section 27 of the Exchange
Act, 15 U.S.C. ss. 78aa; 28 U.S.C. ss. 1331 (federal question); 28 U.S.C. ss.
1332 (diversity of citizenship); and 28 U.S.C. ss. 1367 (supplemental
jurisdiction).

                                     VENUE

                  2. Venue is proper in this District pursuant to Section 27 of
the Exchange Act and 28 U.S.C. ss. 1391(b). The claims asserted herein arose in
this District, and the acts and transactions complained of have occurred, are
occurring, and unless enjoined, will continue to occur in this District.

                                    PARTIES

                  3. Plaintiff Cendant is a corporation organized and existing
under the laws of the State of Delaware with its principal of business located
in Parsippany, New Jersey. Cendant is a global provider of direct marketing and
other services to consumers in the travel, real estate and insurance
industries, among others. Cendant is the beneficial owner of 371,200 shares of
the common stock of American Bankers


                                       2




                                                     Case No. 98-0159-CIV-MOORE


Insurance Group, Inc. ("American Bankers" or the "Company"). Cendant publicly
announced on January 27, 1998, that plaintiff Season Acquisition, a wholly
owned subsidiary of Cendant, would commence a tender offer to purchase 51% of
the outstanding common shares of American Bankers, with the remaining 49% of
the shares to be acquired through a second-step merger more fully described
below. Season Acquisition is a New Jersey corporation with its principal place
of business also in Parsippany, New Jersey.

                  4. Defendant American Bankers is a Florida corporation with
its principal place of business located in Miami, Florida. Through its
subsidiaries, American Bankers is a specialty insurer providing primarily
credit-related insurance products in the United States, Canada, Latin America,
the Caribbean and the United Kingdom. Most of American Bankers' insurance
products are sold through financial institutions and other entities that
provide consumer financing as a regular part of their business.

                  5. Defendant Gerald N. Gaston has been President of American
Bankers since 1980 and its Chief Executive Officer and Vice Chairman of the
Board of Directors (the "Board") since 1996. Gaston is a member of the
Executive, Finance and Takeover Evaluation Committees of the Board. As an
officer and director of American Bankers, Gaston owed and continues to owe
fiduciary duties of loyalty and


                                       3




                                                     Case No. 98-0159-CIV-MOORE


care to the Company's shareholders. Gaston is a control person of American
Bankers pursuant to Section 20(a) of the Exchange Act, and therefore is jointly
and severally liable for the violations of the federal securities laws
committed by American Bankers.

                  6. Defendant R. Kirk Landon has been Chairman of the Board
since 1980 and Chief International Officer of American Bankers since 1996.
Landon is a member of the Planning, Executive, Finance and Takeover Evaluation
Committees of the Board. As an officer and director of American Bankers, Landon
owed and continues to owe fiduciary duties of loyalty and care to the Company's
shareholders. Landon is a control person of American Bankers pursuant to
Section 20(a) of the Exchange Act, and therefore is jointly and severally
liable for the violations of the federal securities laws committed by American
Bankers.

                  7. Defendants Eugene M. Matalene, Jr. , Armando M. Codina,
Peter J. Dolara, James F. Jorden, Bernard P. Knoth, Albert H. Nahmad, Nicolas
J. St. George, Robert C. Strauss, George E. Williamson II, Daryl L. Jones,
Nicholas A. Buoniconti and Jack F. Kemp are, and at all relevant times have
been, directors of American Bankers. As directors, these defendants owed and
continue to owe duties of loyalty and care to the Company's shareholders. These
defendants are control persons of American Bankers pursuant to Section 20(a) of
the Exchange Act, and



                                       4




                                                     Case No. 98-0159-CIV-MOORE


therefore are jointly and severally liable for the violations of the federal
securities laws committed by American Bankers.

                  8. Defendant AIG is a Delaware corporation with its principal
executive offices in New York, New York. AIG is a holding company engaged
primarily in the general and life insurance businesses both in the United
States and abroad. AIG is controlled by its Chairman, Maurice R. Greenberg
("Greenberg"), a material fact that AIG has wrongfully failed to disclose in
violation of Section 13(d) of the Exchange Act.

                  9. Defendant AIGF, Inc. ("AIGF") is a Florida corporation
wholly-owned by AIG. Pursuant to a merger agreement signed by American Bankers,
AIG and AIGF in December 1997 (the "AIG Merger Agreement"), AIG has proposed to
acquire American Bankers through a merger of American Bankers into AIGF, with
AIGF to be the surviving corporation in the merger.

                              NATURE OF THE ACTION

                  10. This action arises from an attempt by American Bankers
and its directors to sell the Company to AIG at an inferior price, to the
detriment of the Company's owners -- its shareholders, and through wrongful
means. In furtherance of these unlawful objectives, defendants have taken and
continue to take improper steps to ensure the success of the inferior
acquisition proposal made by AIG and to


                                       5




                                                     Case No. 98-0159-CIV-MOORE


deter, impede and defeat a higher, competing bid for the Company announced by
Cendant (the "Cendant Bid"). The price that Cendant has offered to pay --
$58.00 per American Bankers common share -- amounts to a 25% premium over the
market price of American Bankers common stock when it was announced on January
26, 1998, and exceeds by more than 23% the price per share offered by AIG.

                  11. The Cendant Bid commenced on January 28, 1998 as a tender
offer for 51% of the outstanding common shares of American Bankers by Season
Acquisition (the "Season Tender Offer"). It will be followed by a subsequent
merger of American Bankers into Season Acquisition (the "Season Merger"), with
each non-tendering American Bankers common shareholder receiving stock with a
value of $58.00 per American Bankers common share, the same price paid to
common shareholders tendering into the Season Tender Offer. The total price to
be paid to American Bankers common shareholders under the terms of the Cendant
Bid amounts to approximately $2.7 billion, which exceeds the total price
offered by AIG by approximately half a billion dollars.

                  12. American Bankers was aware prior to signing a deal with
AIG that Cendant had expressed strong interest in acquiring American Bankers.
Never theless, the Board considered only AIG's proposal, completely and
improperly

                                       6



                                                     Case No. 98-0159-CIV-MOORE

excluding Cendant, to the detriment of the Company's shareholders and in breach
of the Board's fiduciary obligations. The Company decided to sell to AIG at an
inferior price without ever having approached a single third party to gauge the
fair market value for American Bankers. The American Bankers management even
prepared "revised" projections that incorporated lower revenue and income
estimates solely for the purpose of considering the AIG Merger Proposal. Then,
to prevent the emergence of any other bidder -- no matter how beneficial to
American Bankers' shareholders -- the Board approved the terms of the proposed
merger agreement with AIG (the "AIG Merger Proposal"), which purport to suspend
the Board's fiduciary obligations by prohibiting the directors from evaluating
any competing proposal, even one, like the Cendant Bid, that clearly is
superior to the merger proposal made by AIG. In further breach of their duties,
the Board adopted a "poison pill" rights plan (the "Rights Plan") that could
irrevocably deprive the Company's shareholders of the much higher Cendant Bid
if the Rights are distributed and become unredeem able -- an event that could
occur as soon as two weeks from now. Cendant and Season Acquisition, therefore,
have no recourse other than to seek emergency intervention of this Court to
compel American Bankers and its directors to ade quately discharge their
fiduciary duties and negotiate with Cendant, the highest bidder, and to take
all necessary action to allow the Company's shareholders to



                                       7



                                                     Case No. 98-0159-CIV-MOORE



decide for themselves which proposal they wish to accept on a level playing
field free from coercion.
        
                  13. By approving the AIG Merger Proposal, the American
Bankers Board has determined that the separate existence of American Bankers
should be terminated and the Company's shareholders should sell and relinquish
control of American Bankers to AIG, which will purchase control in exchange for
cash and stock of AIG. Such a determination triggers a duty for the Board to
sell the Com pany for the highest price. As demonstrated by the Cendant Bid,
however, American Bankers is not for sale for the highest price. The Board has
firmly resolved to deal with only one bidder, AIG, and as a result, Cendant and
Season Acquisition are prevented from having any meaningful opportunity to
present a higher offer and acquire the Company. In contrast, AIG has been
allowed access to confidential information about American Bankers and has been
allowed to negotiate a definitive agreement to buy American Bankers on terms
highly favorable to AIG, but not to the Company's shareholders.

                  14. If the Board-approved impediments (further described
below) to non-AIG tender offers or merger proposals are allowed to stand,
Cendant and Season Acquisition will forever lose the opportunity to have their
proposal fairly considered by the Board and will lose the opportunity to create
a new combined entity with

                                       8


                                                     Case No. 98-0159-CIV-MOORE



unique business strengths. In addition, the American Bankers shareholders will
be denied the right to receive approximately half a billion dollars more for
their shares of American Bankers than AIG has offered.

                  15. The decision of the Company's directors to sell control
of American Bankers imposes special obligations on the Board under Florida law.
In particular, the directors are required to secure the transaction offering
the best value reasonably available to the shareholders - and they must
exercise their fiduciary duties of loyalty and care to the corporation and its
shareholders to further that end. In pursuing that goal, the directors must
follow procedures, such as conducting an auction or adequately canvassing the
market for potential buyers, to ensure that they have fulfilled their
obligation to determine the existence and viability of all reason ably
available alternatives. Arrangements which purport to restrict directors from
taking those steps are invalid and unlawful.

                  16. As for the AIG Merger Agreement, American Bankers'
loyalty to AIG has exceeded all reasonable and permissible limits. The Board's
arrangements with AIG deny any kind of fair bidding process and impose
potentially insuperable barriers to any and all competing bids that could
provide the Company's shareholders with the best available value to which they
are legally entitled. In exchange for the extraordinary defensive protections
awarded by the Company to AIG, which are


                                       9

                                                     Case No. 98-0159-CIV-MOORE



rarely encountered - and never countenanced - in the corporate sale context,
AIG is offering the Company's shareholders a skimpy control premium that was
only six percent (6%) above the market price of American Bankers common stock
upon announcement of the AIG transaction and is 15% less than the market price
of American Bankers shares as of the time of this Amended Complaint. As a
result, the Company's Board is denying shareholders the substantially higher
control premium available through the Cendant Bid or other potential
transactions.

                  17. The arsenal of defensive weapons improperly deployed by
American Bankers to protect AIG includes an option permitting AIG to purchase
19.9% of the outstanding shares of American Bankers common stock (the "Lock-Up
Option"). The Lock-Up Option would provide AIG with sufficient voting power to
skew the voting process to attempt to block any and all competing bids,
regardless of price and the desires of American Bankers' shareholders, and
ensure the success of the inferior AIG Merger Proposal, which the Company is
prohibited from abandon ing for a period of 180 days, or six months, under the
AIG Merger Agreement. The Lock-Up Option is conditioned upon several events
occurring, one of which is the commencement of a tender offer. Since the Season
Tender Offer was commenced last week, only regulatory approval of the Lock-Up
Option stands in the way of AIG's exercise of the Lock-Up Option. Injunctive
relief is therefore essential to


                                      10


                                                     Case No. 98-0159-CIV-MOORE


prevent AIG from irrevocably tilting the playing field in favor of its lowball
Merger Proposal, to the irreparable detriment of Cendant and the other
shareholders of American Bankers.

                  18. In addition to the Lock-Up Option and 180-day "no
termination" provision, there are a number of additional obstacles to competing
bids erected by American Bankers and AIG, including: (a) an agreement flatly
prohibiting the Board from entertaining any other bids under any circumstances
for a period of 120 days, i.e., before the AIG Merger Proposal is consummated;
(b) a voting agreement obligating members of American Bankers management to
vote their stock -- 8.2% of the shares outstanding -- in favor of the AIG
Merger Proposal; (c) an agreement to pay AIG a "termination" or "break-up" fee
of at least $66 million if the AIG Merger Proposal is not consummated; and (d)
an agreement to exempt AIG -- but only AIG -- from the American Bankers "poison
pill" Rights Plan and to extend the life of the Rights Plan so as to deter all
bids other than AIG's.

                  19. All of these measures are designed to prevent American
Bankers shareholders from obtaining the best available transaction, are
intended to prevent a fair auction process or even a fair test of what the
market would be willing to pay, and are intended to deliver control of American
Bankers to AIG cheaply in breach of the fiduciary duties owed by the Company's
directors to its shareholders.



                                      11



                                                     Case No. 98-0159-CIV-MOORE


                  20. For these reasons, the Lock-Up Option and other defensive
measures approved by the Board are unreasonable, unlawful and unenforceable,
and should be enjoined. American Bankers and its Board of Directors should be
directed to dismantle their defensive arsenal and create a level playing field
so that Cendant and Season Acquisition may present their superior bid to the
Company's shareholders.

                  21. Apparently recognizing that the inferior price offered by
AIG would never be accepted voluntarily by the American Bankers shareholders if
free to select the superior Cendant Bid, defendants have already begun a
campaign to attempt to stack the deck in AIG's favor. On January 27, 1998, the
same day Cendant and Season Acquisition launched their Tender Offer, AIG issued
a press release announcing that it purportedly had given notice to American
Bankers of its intention to exercise the Lock-Up Option to acquire 19.9% of the
outstanding shares of American Bankers at $47.00 per share -- 16% below the
market price at the time of the announcement (the "Option Announcement"). The
Option Announcement was deliberately designed to convey the false and
materially misleading impression that AIG had issued a notice pursuant to the
AIG Merger Agreement to purchase the Option Shares, a notice which must specify
a closing date no more than 10 business days thereafter. In reality, AIG knows
that it cannot exercise the Lock-Up Option



                                      12

                                     

                                                     Case No. 98-0159-CIV-MOORE


within 10 business days and has no reasonable basis to believe that it can, 
because any such exercise of the Option is conditioned on certain insurance 
and other regulatory approvals that AIG knows cannot be obtained within 10 
business days as AIG has falsely suggested in the Option Announcement. 
Nevertheless, AIG is conveying the misleading impression that the Option will 
be exercised much sooner than possible, to attempt to artificially manipulate 
American Bankers shareholders into believing that it knows that insurance and 
regulatory approvals are imminent, that the AIG merger is inevitable and that 
the Cendant Bid cannot succeed. The Option Announcement, therefore, 
constitutes a violation of both Sections 14(a) and 14(e) of the Exchange Act.

                  22. On January 30, 1998, defendants took additional steps in
further ance of their effort to force-feed the AIG Merger Proposal to the
American Bankers shareholders. On that date, defendants began disseminating to
the stockholders a materially false and misleading proxy statement and
prospectus to solicit proxies to be voted in favor of the AIG Merger Proposal
at special meetings of the Company's preferred and common shareholders,
scheduled to be held on March 4 and March 6, respectively (the "Proxy
Statement"). The Proxy Statement is false and misleading in that, among other
things, it attempts to reinforce the false and misleading impres sion that the
AIG merger will be able to close imminently by repeating the false


                                      13



                                                     Case No. 98-0159-CIV-MOORE


claim that AIG has "exercised" the Lock-Up Option well in advance of obtaining 
the requisite regulatory approvals needed to do so. It also states that the 
AIG merger is expected to close in March 1998, without disclosing any of the 
"facts" on which the statement is based. In truth and in fact, there is no 
basis to believe that the transac tion can possibly be consummated that 
rapidly given the need to obtain numerous insurance regulatory approvals that 
will not be forthcoming by the end of March, particularly given that AIG's 
insurance regulatory filings in certain states are not complete, while other 
states have requested AIG to file additional information which, on information 
and belief, has not yet been filed. Moreover, on information and belief, no  
controlling person of AIG (including its Chairman, Greenberg) has made the 
appropriate filings with insurance regulators. Furthermore, insurance 
regulatory approval in certain states requires a public hearing prior to any
approval, and, upon information and belief, no hearing has even been noticed
yet.

                  23. In the Proxy Statement, defendants also attempt to
conceal the nature of the "expense savings" to be achieved by the AIG Merger.
The Proxy Statement fails to disclose that for AIG to accomplish its
contemplated "expense savings," it is likely that jobs will have to be
eliminated and American Bankers personnel terminated, including those employed
in Miami.

                                      14



                                                     Case No. 98-0159-CIV-MOORE


                  24. Notably, the Proxy Statement practically ignores the fact
that since the Board signed the AIG Merger Agreement last December, a far
superior offer for American Bankers - the Cendant Bid - has emerged and the
American Bankers stock price has increased to levels well above the AIG Merger
Proposal price. Nowhere in the Proxy Statement are these recent material events
evaluated in any way; nor does it seem that the Proxy Statement has
incorporated them in evaluating the AIG Merger Proposal.

                  25. AIG should be compelled immediately to correct the
materially misleading public disclosures it has made to date in connection with
its AIG Merger Proposal. Specifically, defendants should be directed to make a
corrective disclosure regarding the Option Announcement and the Proxy Statement
and be enjoined from making any materially false and misleading statements,
including by means of any proxy solicitations, during the pendency of the
contest for control of American Bankers. Additionally, AIG should be compelled
to disclose, as it must under Section 13(d) of the Securities Exchange Act of
1934 (the "Exchange Act"), that Greenberg, the Chairman of AIG, is a person
controlling AIG, and therefore would obtain control of American Bankers in the
event the AIG Merger Proposal is con summated.




                                      15


                                                     Case No. 98-0159-CIV-MOORE



                              CHRONOLOGY OF EVENTS

American Bankers Secretly
Negotiates A Deal Exclusively With AIG

                  26. In December 1997, John H. Fullmer, Executive Vice
President and Chief Marketing Officer of Cendant, spoke with the President of
American Bankers, defendant Gerald Gaston, and asked him whether the Company
was actively engaged in discussions relating to an acquisition, noting that if
it was, representatives of Cendant would like to meet immediately with
representatives of American Bankers to discuss Cendant's serious interest in
acquiring the Company. Gaston assured Mr. Fullmer that the Company was not
pursuing any acquisition transaction and did not pursue the subject further
with Mr. Fullmer. In truth and in fact, defendant Gaston and his fellow
directors had been for months actively negoti ating a sale of American Bankers
to AIG, which the Board had identified as the preferred bidder for the Company
without adequately evaluating alternative transac tions that could maximize the
value of American Bankers shares to be received by all of the Company's
shareholders.

The AIG Merger Proposal
And Merger Agreement

                  27. By press release dated December 22, 1997 (the "Release"),
American Bankers and AIG announced that they had entered into a "definitive"

                                      16


                                                     Case No. 98-0159-CIV-MOORE


merger agreement -- the AIG Merger Proposal -- whereby AIG, through AIGF, would
acquire 100% of the outstanding capital stock of American Bankers in exchange
for a combination of AIG stock and cash totaling $47.00 per share. The total
value of the transaction was estimated in the Release to be approximately $2.2
billion. The price offered pursuant to the AIG Merger Proposal represented a
mere $2.75 per share -- or 6% -- premium above the previous day's closing price
of American Bankers common stock on the New York Stock Exchange. A copy of the
Release is attached hereto as Exhibit A.

                  28. The Release also revealed that in connection with the AIG
Merger Proposal, American Bankers had issued an option to AIG to purchase up to
19.9% of American Bankers common stock -- the sole purpose for which is to
improperly deter any competing bidders for American Bankers and to bolster
support for AIG's economically inferior proposal. In this same vein, officers
and directors of American Bankers who together held approximately 9% of
American Bankers common stock were said to have already agreed to vote in favor
of the AIG Merger Proposal. The AIG Merger Proposal was, according to the
Release, expected to close "early in 1998," but few other terms of the
transaction were disclosed in the Release or any other document disseminated by
American Bankers or AIG at the time.




                                      17




                                                     Case No. 98-0159-CIV-MOORE




American Bankers Files A Form 8-K
Attaching The AIG Merger Agreement

                  29. On January 13, 1998 -- more than three weeks following
issuance of the Release -- American Bankers filed with the Securities and
Exchange Commis sion a Form 8-K, disclosing, for the first time, the terms of
the AIG Merger Proposal and attaching as exhibits the AIG Merger Agreement; a
Stock Option Agreement (the Lock-Up Option) and a Voting Agreement. Copies of
the AIG Merger Agree ment, the Lock-Up Option and the Voting Agreement are
attached hereto as Exhibits B, C and D. 

The AIG Merger Agreement Attempts To Lock up 
A Transaction With AIG At An Inferior Price And Impede The 
Financially Superior Bid From Cendant And Season Acquisition

                  30. The price to be received by American Bankers's
shareholders in the AIG Merger Proposal provides a minuscule control premium
(6%) over the price at which American Bankers shares were trading on the day it
was made, and is by no means the best value that the directors could expect to
receive. Incredibly, American Bankers admits in the Proxy Statement that it
accepted AIG's lowball price despite the fact that its financial advisor "was
not requested to and did not approach third parties or hold discussions with
third parties to solicit indications of interest in the possible acquisition of
American Bankers." The Board's failure to use the AIG


                                      18


                                                     Case No. 98-0159-CIV-MOORE


Merger Proposal as a market test to verify that a fair value was being paid by
AIG or to attract the highest available bid was in violation of their fiduciary
duties.

                  31. Besides failing to make any attempt to determine if the
price offered by AIG was a fair market value, the directors of American
Bankers, who will be given continuing positions on the board of directors of
the merged entity, have unlawfully attempted to end bidding for the Company
before it could begin by approving and effecting an astonishing array of potent
defensive devices in the AIG Merger Proposal designed to prematurely "lock up"
the merger with AIG and deter any third parties from consummating any
transaction, even if offering higher value to the Company's shareholders. Among
these unlawful defense devices were a LockUp Option granting AIG the right to
purchase 19.9% of the outstanding American Bankers shares in the event of a
competing acquisition proposal; a "no-shop" provision which purports to
prohibit the Board from even considering any other bids -- no matter how high
the price -- for a period of 120 days; an agreement that American Bankers may
not terminate the AIG Merger Agreement for 180 days, except under extremely
limited circumstances inapplicable here; a "break-up" fee of at least $66
million to be paid to AIG if the AIG Merger Proposal is not consum mated; and
an undertaking to exempt the AIG Merger Proposal from the American Bankers
"poison pill" Rights Plan and an agreement to extend the life of the Rights,


                                      19


                                                     Case No. 98-0159-CIV-MOORE


currently scheduled to expire on March 10, 1998, thus deterring any acquisition
proposals not approved by the Board. 

Gaston And Landon Have Already 
Agreed To Vote Their Shares 
In Favor Of The AIG Merger Proposal

                  32. Concurrently with the Board's approval of the AIG Merger
Agreement, defendants Gaston and Landon entered into the Voting Agreement,
whereby they have agreed to vote all of their American Bankers stock "(a) in
favor of adoption and approval of the [AIG] Merger Agreement . . . and (b)
against any action or proposal that would compete with or could serve to
materially interfere with, delay, discourage, adversely affect or inhibit the
timely consummation of the [AIG Merger Proposal]." According to the American
Bankers Form 8-K, as amended, the shares irrevocably committed to AIG pursuant
to the Voting Agreement amount to approximately 8.2% of the outstanding shares
of American Bankers.

American Bankers Has Granted AIG A
"Lock-Up" Option For Nearly 20% Of
American Bankers Outstanding Stock

                  33. In connection with the AIG Merger Agreement, American
Bankers and AIG have entered into a Stock Option Agreement pursuant to which
American Bankers has granted AIG an option, exercisable under certain
conditions, to purchase 8,265,626 newly issued shares of American Bankers
common stock at an


                                      20


                                                     Case No. 98-0159-CIV-MOORE


exercise price of $47.00 per share. The Lock-Up Option represents 19.9% of
American Bankers' outstanding common stock as of December 21, 1997.

                  34. The Lock-Up Option becomes exercisable by AIG in the
event that, among other circumstances:

                  a.    any person or group commences a tender
                        offer for at least 15% of American Bankers
                        stock;

                  b.    any person announces publicly or delivers
                        to American Bank ers a proposal for the
                        purchase of 15% or more of American
                        Bankers's assets or of any class of
                        American Bankers securi ties; or

                  c.    any person solicits, or announces an
                        intention to solicit, prox ies or consents
                        from American Bankers shareholders for elec
                        tion of directors or to oppose the AIG
                        Merger Proposal.

                  35. Because the Lock-Up Option was triggered by the Season
Tender Offer, AIG awaits only required regulatory approval to be able to
exercise the option and purchase 19.9% of the Company's stock. The Lock-Up
Option is designed for the sole purpose and effect of precluding consummation
of any superior bid for American Bankers, including the Cendant Bid, in that
AIG could use the 19.9% stake, along with the 8.2% block it directs pursuant to
the Voting Agreement, to
                                      21

                                                     Case No. 98-0159-CIV-MOORE


block any competing bids for American Bankers and to unfairly skew the vote
statutorily required by the Florida corporation law in favor of its own merger
proposal, thereby attempting to guarantee the success of its economically
inferior proposal. In fact, AIG has already invoked the threat of directing
28.1% of the vote in an attempt to sour shareholder interest in the
economically superior Season Tender Offer. The Option Announcement implies that
AIG's control of enough shares to tank the Season Tender Offer and to skew the
vote on the AIG Merger Proposal in its favor is inevitable, making an American
Bankers shareholder's tender to Season Acquisition futile.

                  36. The chilling effect of the Lock-Up Option is exacerbated
by Article VIII of American Bankers' Third Amended and Restated Articles of
Incorpo ration (the "Charter") and Section 607.0901 of the Florida Business
Corporation Act (the "Act"). If the Board of American Bankers refuses to
approve the Season Tender Offer or the Season Merger, both the Charter and the
Act would operate to permit AIG to veto the proposed second-step merger with
Season Acquisition upon comple tion of the Season Tender Offer, a result that
effectively would prevent the acquisi tion of control of American Bankers, even
if more than 50% of the Company's shareholders tender their shares in response
to the Season Tender Offer. Conse quently, the Lock-Up Option, along with the
Charter and the Act, effectively permit


                                      22


                                                     Case No. 98-0159-CIV-MOORE


AIG to block any and all competing bids no matter how favorable to the
Company's shareholders.

                  37. The Lock-Up Option provides no economic or other benefit
to American Bankers or its shareholders. Its only purpose is to deter other
bids. AIG does not want to be a 19.9% shareholder of American Bankers and
American Bankers does not want AIG as a 19.9% shareholder. This is shown by the
provisions of the Lock-Up Option that (a) permit AIG to sell the option shares
it acquires back to the Company in the event the AIG Merger Agreement
terminates; and (b) allow the Company to repurchase the option shares acquired
by AIG in the event no person obtains control of American Bankers within one
year following termination of the AIG Merger Agreement.

American Bankers Agrees Not To
Consider Any Other Offers

                  38. While the Lock-Up Option is, itself, a virtually
insuperable barrier to competing bids, the defendant directors have created
further impediments to competing bids in further breach of fulfillment of their
fiduciary duty to maximize the value to be obtained in the sale of the Company.
More specifically, Section 6.2 of the AIG Merger Agreement contains a "no-shop"
provision that purports to prohibit the Board from entertaining any competing
bids for a period of 120 days
                                      23


                                                     Case No. 98-0159-CIV-MOORE


from the date of the AIG Merger Proposal. Pursuant to that provision, the
directors are flatly prohibited from: (a) initiating, soliciting, encouraging
or otherwise facilitating any inquiries or the making of any proposal or offer
with respect to a merger, reorganization, share exchange, consolidation or
similar transaction; or (b) engaging in any negotiations concerning, or
providing any confidential information or data to, or having any discussions
with, any person relating to an acquisition proposal or otherwise facilitating
any effort or attempt to make or implement an acquisition proposal (the
"No-Shop Provision").

                  39. The No-Shop Provision reflects a complete abdication of
the directors' fiduciary obligations under Florida law. It is also highly
unusual, in that it prohibits the Board from considering any competing proposal
for 120 days under any circumstances -- regardless of whether the competing
proposal is demonstrably and significantly more favorable to American Bankers
shareholders than the AIG Merger Proposal. Given that the Company and AIG have
announced in the Proxy Statement that they can consummate the AIG Merger
Proposal in March 1998, i.e., within 120 days of signing the AIG Merger
Agreement, the No-Shop Provision unquestionably is designed and intended to
make the AIG merger a fait accompli, without regard to whether it represents
the best available transaction for the shareholders of American Bankers.

The Board Has Agreed To An Unreasonable
Termination Provision And Break-Up Fee

                  40. As if the No-Shop Provision, Voting Agreement, and
Lock-Up Option were not enough to deter competing bids for American Bankers and
to ensure the success of the AIG Merger Proposal, American Bankers has
acquiesced to a

                                      24


                                                     Case No. 98-0159-CIV-MOORE

termination provision (the "Termination Provision") in the AIG Merger Agreement
that provides that even if the shareholders of American Bankers resoundingly
reject the AIG Merger Proposal, American Bankers is stuck with that contract
and cannot terminate it until 180 days - 6 months - after the date of its
execution, providing AIG with a continuing advantage over any other bidder by
effectively allowing AIG a continuing right of first refusal.

                  41. The only way that American Bankers could terminate the
AIG Merger Agreement prior to the 180 day period would be if the American
Bankers shareholders fail to approve the AIG Merger Proposal and if no
"Acquisition Proposals" are made prior to the time of the shareholder vote; the
Season Tender Offer qualifies as an Acquisition Proposal under the AIG Merger
Agreement and therefore this lone exception cannot apply here.

                  42. AIG, by contrast, has several circumstances under which
it can terminate the AIG Merger Agreement, and collect a windfall by doing so.
For example, if the AIG Merger Proposal is rejected by the Company's
shareholders in the face of a competing acquisition proposal, like the Season
Tender Offer, AIG may terminate the AIG Merger Agreement and collect from
American Bankers a "termi nation fee" of $66 million dollars - 3% of the total
value of the AIG Merger (the "Break-Up Fee").

                                      25


                                                     Case No. 98-0159-CIV-MOORE

                  43. The Break-Up Fee bears no reasonable relation to either
the costs to AIG in making its proposal or to any effort by the Board to ensure
that the American Bankers shareholders receive the best available price for
their shares. The sole or primary purpose of the Break-Up Fee is to chill
interest by competing bidders by forcing them to effectively pay a $66 million
penalty for topping AIG's bid.

The Board Has Agreed To Terminate
Its Poison Pill Only For The AIG Merger Proposal

                  44. American Bankers also has a shareholder Rights Plan,
commonly known as a "poison pill," to deter unsolicited takeover attempts.
Pursuant to the Rights Plan, each share of American Bankers common stock comes
with a "Right." The Rights Plan provides that, absent appropriate action by the
Board, the Rights will "detach" and be separately distributed to shareholders
within 10 days of the commencement of acquisition proposals such as the Season
Tender Offer. Ten days after distribution, the Rights become non-redeemable. If
the Rights are not redeemed by the Company's Board and the Season Tender Offer
were to close, the Rights Plan would allow all Rights holders, except for
Cendant and Season Acquisition (whose Rights would be null and void) to acquire
additional shares of American Bankers at a 50% discount, significantly diluting
Cendant and Season Acquisition's ownership of American Bankers stock and making
any acquisition of the Company prohibitively

                                      26


                                                     Case No. 98-0159-CIV-MOORE

expensive for Cendant and Season Acquisition.. Alternatively, if American
Bankers were to merge with and into Season Acquisition, the Rights Plan would
allow all Rights holders to acquire shares of Cendant at a 50% discount,
inflicting the same kind of substantial financial penalty that would deter the
Cendant Bid. Pursuant to an amendment to the Rights Plan provided for in the
AIG Merger Agreement, however, the Rights Plan does not apply to the AIG Merger
Proposal.

                  45. If the American Bankers Board does not redeem the Rights
or take other appropriate action to prevent the Rights from impeding the
Cendant Bid, the Rights will become non-redeemable on February 17, 1998 absent
the issuance of injunctive relief. Triggering of the Rights would either
substantially dilute the holdings of Cendant and Season Acquisition in American
Bankers upon closing of the Season Tender Offer, making it prohibitively
expensive, or inflict a tremendous penalty on Cendant upon any acquisition of
American Bankers by merger. Accord ingly, absent injunctive relief, the Cendant
Bid cannot be completed unless the American Bankers Board redeems the Rights or
amends the Rights Plan to make it inapplicable to either the Season Tender
Offer or the Season Merger. Failure to take such action prevents the
shareholders of American Bankers from deciding for themselves the merits of the
Cendant Bid.

                                      27


                                                     Case No. 98-0159-CIV-MOORE

                  46. While the Rights Plan is scheduled to expire on March 10,
1998, American Bankers has committed itself, in the AIG Merger Agreement, to
extending the Rights Plan, or adopting a new Rights Plan with identical terms,
at AIG's request. Through this agreement, the Board of American Bankers has
abdicated its fiduciary obligations in connection with the Rights Plan by
placing an important decision regarding its shareholders' rights in the hands
of a third party - AIG. 

The Company's Defensive Arsenal Constitutes A Breach Of The Directors' Duties

                  47. In the process of agreeing to adopt and implement the
panoply of takeover defenses described above, including the Lock-Up Option, the
No-Shop Provision, the Termination Provision, the Break-Up Fee, and the Rights
Plan (the "Takeover Defenses"), the Board failed adequately to inform
themselves of all relevant facts and circumstances. The illicit Takeover
Defenses cannot be justified as needed to induce a bidder to make an offer for
American Bankers; cannot be justified as needed to secure an enhanced price in
the context of an ongoing bidding contest; and cannot otherwise be justified as
a reasonable means of securing what ever advantage the Board perceived would be
provided by a deal with AIG at $47.00 per share. Consequently, the Board
breached its fiduciary duties when it approved

                                      28


                                                     Case No. 98-0159-CIV-MOORE

the Takeover Defenses and it continues to breach its fiduciary duties in not
disman tling them.

                  48. The Board of American Bankers agreed to the Takeover
Defenses (a) despite its knowledge that potential acquirers other than AIG
(including Cendant or its affiliates) were interested in making offers to
acquire the Company; (b) after refusing to obtain indications whether such
alternative buyers would offer terms more attractive to American Bankers
shareholders than those offered by AIG; and (c) despite its knowledge that the
Takeover Defenses would prevent the Company's shareholders from receiving a
substantial premium for relinquishing control of American Bankers. Thus, in
direct breach of their fiduciary duties, the Company's directors have actually
punished their own shareholders by rewarding AIG for making a lowball bid and
deterring other interested parties from making higher offers.

AIG Belatedly Files A Materially
False And Misleading Schedule 13D

                  49. On January 16, 1998, fifteen days after it was legally
obligated to do so, AIG belatedly filed a Schedule 13D with the SEC disclosing
its beneficial ownership of the American Bankers shares subject to the voting
Agreement, i.e., 8.2% of the shares outstanding.

                  50. The Schedule 13D is materially false and misleading in
that AIG has failed to disclose, as it must under Section 13(d) of the Exchange
Act, that AIG's Chairman of the Board, Greenberg, is a person "controlling"
AIG, i.e., a person who has "possession, direct or indirect, of the power to
direct or cause the direction of the management and policies of a person,
whether through the ownership of voting

                                       29



                                                     Case No. 98-0159-CIV-MOORE

securities, by contract or otherwise." 17 C.F.R.ss. 240.12b-2. Greenberg
exercises control over AIG through, among other things, control of
approximately 30 percent of the outstanding shares of common stock of AIG, a
portion of which is held directly -- and nominally -- by Starr International
Company, Inc. ("Starr Interna tional"), The Starr Foundation ("Starr
Foundation") and C.V. Starr & Co., Inc. ("C.V. Starr") -- private companies
that Greenberg controls, and by other AIG officers and directors, whom
Greenberg also controls. More specifically: 

              o   Greenberg controls Starr International, which owns 16.1% of 
                  the outstanding shares of AIG. Although not revealed in the 
                  Schedule 13D, Greenberg is the owner of 9.09% of the voting
                  stock of Starr International and is the Chairman of Starr 
                  Inter national's Board, which is comprised entirely of 
                  officers and employees of AIG or its affiliates who have 
                  been hand-picked and are controlled by Greenberg, on whom 
                  they depend for their continuing positions at AIG, and who 
                  collectively hold approximately 64% of the voting stock of 
                  Starr International. Accordingly, Greenberg and his 
                  underlings effectively control Starr International and its 
                  16.1% of AIG.

              o   Greenberg also controls C.V. Starr, which owns 2.40% of the
                  outstanding shares of AIG. Although not revealed in the
                  Schedule 13D, Greenberg is the owner of 24.39% of the com
                  mon stock of C.V. Starr and the President, Chief Executive
                  Officer and a member of the C.V. Starr Board, which is com
                  prised entirely of officers and employees of AIG or its
                  affili ates who have been hand-picked and are controlled by
                  Greenberg, on whom they depend for their continuing posi
                  tions at AIG, and who collectively hold approximately 70% of
                  C.V. Starr's common stock. Accordingly, Greenberg and his
                  underlings control C.V. Starr and its 2.4% of AIG.

                                      30


                                                     Case No. 98-0159-CIV-MOORE

              o    Greenberg also controls Starr Foundation, which owns ap
                   proximately 3.60% of the outstanding shares of AIG. Al
                   though not revealed in the Schedule 13D, Greenberg is the
                   Chairman of Starr Foundation and he controls its Board of
                   Directors, most (if not all) of which is comprised of
                   officers or employees of AIG or its affiliates who have been
                   hand-picked and are controlled by Greenberg, on whom they
                   depend for their continuing positions at AIG. Accordingly,
                   Greenberg and his underlings control Starr Foundation and
                   its 3.6% of AIG.

              o    Approximately 4.6% of the outstanding shares of AIG are
                   owned by officers and directors who are appointed, and there
                   fore controlled by, Greenberg.

              o    Greenberg is Chairman and Chief Executive Officer of AIG; he
                   has admitted in various public filings to direct ownership
                   of 2.28% of the outstanding shares of AIG.

                   51. Greenberg's position as Chairman and Chief Executive
Officer of AIG and his control over almost one-third of that corporation's
stock gives him the power, directly and indirectly, to direct or cause the
direction of the management and policies of AIG. These material facts, which
are legally required to be disclosed, have been illegally omitted from AIG's
Schedule 13D. As a result, the shareholders of American Bankers remain unaware
that Greenberg controls AIG, and that he would effectively control American
Bankers in the event it is merged with AIG.

                                THE CENDANT BID

                                      31


                                                     Case No. 98-0159-CIV-MOORE

                  52. The Season Tender Offer, commenced January 28, 1998 (the
day after the original complaint in this action was filed), seeks 51% of the
common shares of American Bankers, in exchange for $58.00 per common share in
cash. As soon as practicable after the tender offer closes, it is anticipated
that Cendant, through Season Acquisition, will acquire the balance of the
Company's outstanding common shares by means of the Season Merger with American
Bankers, whereby all non-tendering American Bankers common shareholders would
receive Cendant stock with a value equal to the Season Tender Offer price,
$58.00 per share. Under the Season Tender Offer and Season Merger, the common
shareholders of American Bankers would receive aggregate consideration of
approximately $2.7 billion, approximately half a billion dollars more than
anticipated by the AIG Merger Proposal.

                  53. The Season Tender Offer is expressly contingent upon
satisfac tion of certain conditions, including: (a) the tender of at least 51%
of the outstanding common shares of American Bankers common stock on a fully
diluted basis; (b) entry of an order invalidating the Lock-Up Option; (c) Board
approval of the Season Offer and Season Merger pursuant to the Charter and the
Act; and (d) redemption of the Rights or amendment of the Rights Plan to make
it inapplicable to the Season Tender Offer and Season Merger.

                                      32


                                                     Case No. 98-0159-CIV-MOORE

                  54. By letter to the American Bankers Board dated January 27,
1998, Cendant has indicated its strong preference to enter into a merger
agreement with American Bankers containing substantially the same terms and
conditions (other than price and inappropriate terms) as those contained in the
AIG Merger Agreement. The American Bankers Board, however, has thus far
declined to meet with Cendant or any of its subsidiaries or affiliates,
including Season Acquisition, much less consent to the form of merger agreement
proposed in the letter. Instead, the Board has merely announced in a press
release that it would consider the Season Tender Offer "in due course." 

The Option Announcement

                  55. On January 27, 1998, the same day on which Cendant
launched its bid, AIG issued a press release stating that it had "given notice
to American Bankers Insurance Group (ABIG) of its intention to exercise its
contractual right to acquire 19.9 percent of ABIG Common Stock at $47.00 per
share, subject to receipt of regulatory approvals." This statement was
calculated by AIG to create the impression that it had given "notice" within
the meaning of the Lock-Up Option, i.e., written notice by AIG to American
Bankers pursuant to Section 1(b) of the Option "specifying a date . . . not
later than 10 business days and not earlier than three business days following
the date such notice is given for the closing of such purchase

                                      33


                                                     Case No. 98-0159-CIV-MOORE

(the "Stock Exercise Notice"). In this way, AIG has attempted to materially
mislead the market into believing that it will be "closing" on the Option
within three to ten business days, with the attendant ability to block and
frustrate the Cendant Bid in that same time frame. In reality, AIG will not be
in a position to lock-up its merger that quickly because, contrary to the
message it has delivered to the Company's shareholders, AIG is prohibited from
obtaining any Option shares prior to, among other things, expiration or
termination of AIG's waiting period under the Hart-Scott- Rodino Antitrust
Improvements Act of 1976 and receipt of the other regulatory approvals,
including insurance regulatory approvals, required to be obtained by AIG prior
to the delivery of the shares, events which AIG knew would not occur on or
before the expiration of ten business days from AIG's issuance of the Option An
nouncement. Nevertheless, AIG is creating the misleading impression that the
LockUp Option will be exercised far sooner in an attempt to condition the
Company's shareholders to believe that the AIG Merger will be approved by all
the insurance and other regulatory authorities, and therefore can be
consummated by the date the meeting of the shareholders is to be held.



                                      34


                                                     Case No. 98-0159-CIV-MOORE
American Bankers And AIG
Jointly File The Proxy Statement

                  56. On January 30, American Bankers and AIG jointly filed the
Proxy Statement along with AIG's Form S-4 registration statement, which
registered the AIG shares intended to be issued and exchanged for American
Bankers shares pursuant to the AIG Merger Proposal. The Proxy Statement, which
schedules preferred and common shareholder votes on the AIG Merger for March 4
and 6, 1998, respectively, contains numerous materially false and misleading
statements in an attempt to deceive American Bankers stockholders into
believing that a transac tion with AIG can close as soon as a vote can be held,
and that the Cendant Bid cannot succeed.

                  57. The Proxy Statement repeats the materially false and
misleading disclosures made in the Option Announcement that AIG "sent a notice
to American Bankers exercising its option" under the Lock-Up Option. Like the
Option An nouncement, this statement in the Proxy Statement creates the false
and misleading impression that AIG will be "closing" on the Option within three
to ten business days.

                  58.  The Proxy Statement also falsely states that American
Bankers and AIG "expect to complete the Merger during March 1998." The Proxy
Statement omits to disclose any facts supporting the claim that a closing in
March can occur given required regulatory approvals. Although the Proxy
Statement also states that

                                      35


                                                     Case No. 98-0159-CIV-MOORE

AIG has "made all applicable filings" for insurance regulatory approval, in
fact AIG's insurance regulatory filings are not complete in some states, while
in other states the regulatory authorities have requested that AIG file
supplemental information, which, on information and belief, AIG has not yet
done. The omission of this information violates Item 14(a)(9) of Schedule 14A,
which requires a proxy statement to disclose the status of any federal or state
regulatory approval process. And Greenberg, who controls AIG directly and
through other entities that he controls, has, upon informa tion and belief,
failed to even apply for regulatory approval, as he must under applicable
regulations. In light of the delays that will result from theses incomplete or
tardy filings and the time it will take to grant insurance regulatory approval,
including a hearing process in certain jurisdictions, there is no reasonable
basis to believe that the AIG Merger can reasonably be expected to close in the
first quarter of 1998, and defendants' statement that they will consummate the
AIG Merger Agreement in March 1998 is materially false and misleading.

                  59.  The Proxy Statement also seeks to conceal from American
Bankers shareholders the source of the "expense savings" to be achieved through
the AIG Merger. The Proxy Statement nowhere specifies how the "expense savings"
will be achieved and fails to disclose that AIG's contemplated cost savings are
likely to be accomplished, among other ways, through elimination of jobs and
termination

                                      36


                                                     Case No. 98-0159-CIV-MOORE

of employees of American Bankers, including those in Florida. The failure to
disclose this material information constitutes a violation of Sections 14(a)
and 14(e) of the Exchange Act.

                  60. In seeking to further the impression that the AIG Merger
is a fait accompli, the Proxy Statement also is materially misleading in its
description of the extant voting arrangements between American Bankers
management and AIG. Specifically, the Proxy Statement claims that
"approximately 16.0% of the number of shares of Common Stock required for
approval of the Merger have contractually agreed to vote in favor of the
Merger." In reality, pursuant to the Voting Agreement, 8.2% is the true
percentage of the outstanding American Bankers shares "contractu ally
committed" to vote for AIG, and the higher percentage touted by defendants is
intended to create the erroneous impression that approval of the AIG Merger
Proposal is a foregone conclusion.

                  61. In this same vein, the Proxy Statement describes at
length the Lock-Up Option, and the false and misleading Option Announcement,
but fails to disclose that AIG will not be able to vote any of the shares that
it may obtain pursuant to the Lock-Up Option in favor of the AIG Merger
Proposal, because AIG did not beneficially own those shares prior to or on the
record date.

                                      37


                                                     Case No. 98-0159-CIV-MOORE

                  62. Like AIG's Schedule 13D, the Proxy Statement is also
false and misleading in that it fails to reveal that AIG is controlled by
Greenberg, directly and through Starr International, Starr Foundation and C.V.
Starr. This material fact is omitted despite a lengthy description of AIG's
capital stock in the Proxy Statement. No warning is given to the shareholders
of American Bankers that, should the AIG Merger Agreement be consummated, the
Company issuing stock in the AIG merger --  AIG -- is controlled by Greenberg.

                  63. The Proxy Statement also attempts to conceal the bases on
which the inadequate financial terms of the AIG Merger were approved. In
connection with its review of the AIG Merger Proposal, the American Bankers
management prepared "revised" internal projections that contained lower
estimates of revenue and income. These lower projections were also provided to
the American Bankers financial adviser, Salomon Smith Barney, in order to
obtain its fairness opinion. The Proxy Statement falsely and misleadingly
presents the opinion of Salomon Smith Barney, however, without disclosing the
extent to which the financial adviser employed and relied on the lower
"revised" projections in its analyses, and whether the fairness
opinion could have been given or whether the analyses would have materially
changed had the unrevised, higher projections been used.

                                      38


                                                     Case No. 98-0159-CIV-MOORE

                  64. The Proxy Statement also mentions some of the bases of
evalua tion of the fairness of the AIG Merger Proposal made by the Company's
financial adviser. For example, the financial adviser relied on supposed
"comparative analy ses"; yet neither the transactions in the insurance industry
nor the public insurance companies analyzed are remotely "comparable" to
American Bankers or the AIG Merger Proposal. Only one of the insurance industry
transactions reviewed was similar to the AIG Merger Proposal in size, and none
of those transactions involved comparable businesses to AIG and American
Bankers. Nor were the "selected public companies" similar in business to
American Bankers. These hand-picked compari sons could not form a reasonable
basis for accepting the inferior AIG Merger Proposal price.

                               IRREPARABLE INJURY

                  65. Absent relief from this Court, American Bankers and AIG
may complete the AIG Merger Proposal without allowing the shareholders to
fairly consider and choose from other, financially superior offers, including
the Cendant Bid. Cendant and the Company's other shareholders therefore will
suffer irreparable injury in that defendants' unlawful actions, unless
enjoined, will deprive Cendant and Season Acquisition of the unique opportunity
to acquire American Bankers and the 

                                      39


                                                     Case No. 98-0159-CIV-MOORE

other shareholders will be unable to obtain the best available value for their
shares. In addition, in the absence of an order granting the relief requested,
American Bankers shareholders and the investing public will continue to be fed
materially misleading information and denied material information to which they
are lawfully entitled under the federal securities laws and which is essential
to informed decision making with respect to purchasing, selling and voting
American Bankers stock.

                             FIRST CLAIM FOR RELIEF
                     (Breach of Fiduciary Duty of Due Care
                    Against the American Bankers Directors)

                  66. Plaintiffs repeat and reallege the preceding paragraphs
as if fully set forth herein.

                  67. Directors of a corporation are fiduciaries. They owe a
duty of care to the corporation and its shareholders.

                  68. The directors of American Bankers have breached their
duty of care by, among other actions:

                  a.   approving the AIG Merger Agreement and the Takeover
                       Defenses without making adequate efforts to determine
                       whether those agreements, as opposed to any other offer
                       or potential offer for control of American Bankers,

                                      40


                                                     Case No. 98-0159-CIV-MOORE

                       including the Season Acquisition Offer and Merger, were
                       in the best interests of the American Bankers sharehold-
                       ers;

                  b.   Failing adequately to inform themselves of, or ade
                       quately to consider, potential transactions available to
                       American Bankers before voting upon and approving the
                       AIG Merger Agreement and the Takeover Defenses;

                  c.   failing adequately to inform themselves, or adequately
                       to consider, the effect of the AIG Merger Proposal and
                       the Takeover Defenses upon American Bankers's ability to
                       obtain better offers and upon the interests of American
                       Bankers shareholders; and

                  d.   failing adequately to inform themselves as to the proba
                       ble illegality of several provisions of the AIG Merger
                       Agreement and the Takeover Defenses.

                  69. Accordingly, approval of the AIG Merger Agreement and the
Takeover Defenses violated the American Bankers directors' fiduciary duty of
care, and are therefore void and unenforceable.

                  70.  Plaintiffs have no adequate remedy at law.

                                      41


                                                     Case No. 98-0159-CIV-MOORE

                            SECOND CLAIM FOR RELIEF
                 (Breach of Fiduciary Duty to Sell the Company
       for the Highest Price Against American Bankers and its Directors)

                  71. Plaintiffs repeat and reallege the preceding paragraphs
as if fully set forth herein.

                  72. The AIG Merger Proposal would shift control of American
Bankers to AIG and end American Bankers's separate corporate existence. Thus,
before agreeing to the Takeover Defenses in the agreement with AIG, the Board
had to adequately discharge its duty of care to determine if the bid made by
AIG offered the best available price and other terms.

                  73. The Cendant Bid demonstrates that the AIG Merger Proposal
is inadequate, and that American Bankers directors acted in breach of their
duties by entering into the AIG Merger Proposal and adopting the Takeover
Defenses that were designed to ensure AIG's success.

                  74. American Bankers's swift acceptance of AIG's bid, without
even engaging in discussions with Cendant or its affiliates, despite its
expression of serious interest to defendant Gaston, the President of the
Company, demonstrates that American Bankers's directors failed to take adequate
steps to ensure that the Company's shareholders would receive the best possible
price and terms for their shares.

                                      42


                                                     Case No. 98-0159-CIV-MOORE

                  75. Despite American Bankers's lack of knowledge as to
whether AIG's bid represented the best possible transaction, American Bankers
entered into the AIG Merger Agreement and the Takeover Defenses with the
purpose and intent of foreclosing or unreasonably burdening any higher bid. By
entering into the AIG Merger Agreement and the Takeover Defenses without
adequate knowledge and information to reasonably conclude that AIG's bid
constituted the best available offer, and by impeding any competing offers for
American Bankers, including the Cendant Bid, American Bankers' directors have
breached their duty of care under applicable law, and the AIG Merger Agreement
and the Takeover Defenses are thereby void and unenforceable.

                  76. Plaintiffs have no adequate remedy at law.

                             THIRD CLAIM FOR RELIEF
               (Breach of Fiduciary Duty to Conduct a Proper Sale
                  Against American Bankers and its Directors)

                  77. Plaintiffs repeat and reallege the preceding paragraphs
as if fully set forth herein.

                  78. In considering the AIG Merger Proposal, which involves a
change in control, the American Bankers directors were required to act
reasonably under the circumstances. In treating different bidders unequally in
the ways stated above, the American Bankers directors could comply with their
duties only if their conduct was reasonably related to achieving the best price
available to shareholders.

                                      43

                                                     Case No. 98-0159-CIV-MOORE

                  79. There was no basis for the Board to conclude that the AIG
Merger Agreement represented the best available alternative for American
Bankers and its shareholders. There was no basis for the Board to conclude that
the unequal treatment of Season Acquisition and AIG is or was reasonably
related to achieving the best price available. The fact that no such basis ever
existed is amply demonstrated by (among many other facts):

                  a.   Cendant's emergence as a serious, bona fide bidder
                       attempting to negotiate an alternative transaction, and
                       American Bankers's refusal to attempt to determine
                       (through good faith discussions) whether Cendant would
                       offer a transaction superior to AIG's;

                  b.   the nature, structure and massive size of the Takeover
                       Defenses and the burden they place on competing bids;

                  c.   the Board's failure to contact Cendant or any of its
                       subsidiaries or affiliates, including Season
                       Acquisition, about a possible transaction with American
                       Bankers, despite knowing of Cendant's interest in such a
                       trans action;

                                      44


                                                     Case No. 98-0159-CIV-MOORE

                  d.   the Board's failure to make adequate efforts to
                       determine whether any other party would make a bid
                       superior to AIG's; and

                  e.   the Board's failure to properly canvass the market
                       before agreeing to sell the Company to AIG; and

                  f.   the Board's failure to negotiate with AIG a merger
                       agreement permitting the Board to entertain superior
                       acquisition proposals prior to submission of the AIG
                       Merger Proposal to a vote of the Company's shareholders.

                  80. Under the circumstances, the approval of and adherence to
the AIG Merger Agreement and the Takeover Defenses were and are violations of
the fiduciary duties owed by the American Bankers directors. For the same
reasons, the other measures the American Bankers Board has taken in treating
Cendant and AIG unequally, including with respect to the Rights Plan, the
Charter, the Act and other structural defenses, are breaches of duty.

                  81.  Plaintiffs have no adequate remedy at law.

                                      45


                                                     Case No. 98-0159-CIV-MOORE

                            FOURTH CLAIM FOR RELIEF
                    (Civil Conspiracy to Commit a Breach of
                      Fiduciary Duty against AIG and AIGF)

                  82. Plaintiffs repeat and reallege the preceding paragraphs
as if fully set forth herein.

                  83. AIG and AIGF knowingly conspired with American Bankers
and its directors to commit the unlawful breaches of fiduciary duty by American
Bankers and its directors detailed above. AIG and AIGF knew that American
Bankers and its directors owed fiduciary duties of care and loyalty to the
shareholders of American Bankers, including a duty to, once deciding to sell
American Bankers, obtain the best available price and other terms for the
American Bankers shareholders. Despite this knowledge, and in furtherance of
the conspiracy, AIG and AIGF, among other overt acts, negotiated and entered
into the AIG Merger Agreement, the Lock-Up Option, and the Voting Agreement,
contracts containing terms that purport to compel the Company's directors to
abdicate their fiduciary responsibilities to the shareholders.

                  84. As AIG well knows, the AIG Merger Agreement, Lock-Up
Option and Voting Agreement were designed and intended to enable AIG to acquire
control of American Bankers at a price well below what other bidders are
willing to pay and to preclude other bidders from successfully topping AIG's
inadequate proposal. In seeking and obtaining this result, AIG and AIGF have
conspired with the defendant directors to commit the above-mentioned breaches
of fiduciary duty to the irreparable detriment of the American Bankers
shareholders.

                                      46

                                                     Case No. 98-0159-CIV-MOORE

                  85.  Plaintiffs have no adequate remedy at law.

                             FIFTH CLAIM FOR RELIEF
                      (For Violations of Section 13(d) of
                       the Exchange Act and the Rules and
                Regulations Promulgated Thereunder Against AIG)

                  86. Plaintiffs repeat and reallege the preceding paragraphs
as if fully set forth herein.

                  87. Section 13(d) of the Exchange Act and Rule 13d-1
thereunder provide that any person who acquires, directly or indirectly,
beneficial ownership of more than 5 percent of any class of equity security of
an issuer registered under Section 12 of the Exchange Act, shall, within 10
days after such acquisition, send to the issuer and file with the SEC and any
exchange where the security is traded, a Schedule 13D pursuant to the SEC's
Rule 13d-1 setting forth, among other things, the identity of the person who
beneficially owns more than 5 percent of the issuer's stock and, in the event
such person is a corporation, the identity of each person controlling such
corporation.

                  88. The purpose of Section 13(d) is, among other things, to
permit companies, their shareholders and the investing public generally to (i)
be aware of accumulations of blocks of stock in excess of 5 percent of the
outstanding shares of any equity security, and (ii) ascertain the background
of, and other pertinent information relating to, the holders of such blocks --
and the persons who control such holders -- 

                                      47


                                                     Case No. 98-0159-CIV-MOORE

with respect to the particular issuer in question, all with a view toward
enabling shareholders and the public to make informed investment decisions
based upon full disclosure of all relevant and material information concerning
issuers and those in a position to assert control over them.

                  89. On January 16, 1998, defendant AIG filed a Schedule 13D
with the SEC disclosing that it is the beneficial owner of 8.2 percent of the
outstanding common shares of American Bankers common stock -- the shares that
are subject to the Voting Agreement. The Schedule 13D does not disclose,
however, that Greenberg is a person controlling AIG -- an omission that
constitutes a violation of Section 13(d) of the Exchange Act and the rules and
regulations promulgated by the SEC thereunder. AIG thus has deprived the
shareholders of American Bankers and the investing public of the material
information that they are entitled to receive.

                  90. Plaintiffs have no adequate remedy at law.

                             SIXTH CLAIM FOR RELIEF
                    (For Violations of Section 14(a) of the
                   Exchange Act and the Rules and Regulations
                 Promulgated Thereunder Against All Defendants)

                  91. Plaintiffs repeat and reallege the preceding paragraphs
as if fully set forth herein.

                                      48


                                                     Case No. 98-0159-CIV-MOORE

                  92. Section 14(a) of the Exchange Act provides that no person
may make a solicitation of any proxies in contravention of such rules and
regulations as the SEC may prescribe for the protection of shareholders.

                  93. Rule 14a-9 promulgated by the SEC pursuant to Section
14(a) of the Exchange Act prohibits any person making a solicitation by means
of a written or oral communication containing a false or misleading statement
with respect to any material fact, or which omits to state any material fact
necessary to make the statements made not false or misleading.

                  94. The Option Announcement is a materially misleading proxy
solicitation by AIG which fails to state material facts necessary to make the
American Bankers shareholders aware that despite its claims, AIG cannot buy
shares pursuant to the Lock-Up Option until it obtains the required regulatory
approvals, which will not be forthcoming within three to ten business days from
the date of the Option Announce ment. The failure to disclose this information
violates Section 14(a) and Rule 14a-9 promulgated thereunder.

                  95. The Proxy Statement is materially false and misleading in
that it:

                  a.   claims that AIG has exercised the Lock-Up Option,
                       thereby misleadingly suggesting that it will obtain the
                       Option shares in three to ten business days, when in
                       reality the Lock-Up Option

                                      49


                                                     Case No. 98-0159-CIV-MOORE

                       will not be exercisable until such time as AIG obtains
                       the requisite regulatory approval, which is not
                       imminent, as the Proxy Statement suggests;

                  b.   states that American Bankers and AIG expect the AIG
                       Merger Agreement to close in March 1998, when they know
                       that the likelihood of receiving all required regulatory
                       approval prior to the second quarter of 1998 is remote;

                  c.   touts expense savings and synergies to be obtained as a
                       result of the AIG Merger without disclosing the plans
                       for achieving them and that in order to accomplish the
                       cost savings desired by AIG, it is likely that jobs will
                       be eliminated and employees of Amer ican Bankers will be
                       terminated, including those based in Florida;

                  d.   misleadingly misrepresents the number of shares
                       "contractually committed" to vote in favor of the AIG
                       Merger Proposal;

                  e.   misleadingly implies that AIG will be able to vote the
                       Lock-Up Option shares at the special meetings of
                       shareholders at which voting for the AIG Merger Proposal
                       will be held;

                                      50


                                                     Case No. 98-0159-CIV-MOORE

                  f.   misleadingly fails to disclose that AIG is controlled by
                       Greenberg, directly and through his control of Starr
                       International, Starr Foundation and C.V. Starr; and

                  g.   conceals the inadequate financial terms of the AIG
                       Merger by, among other things, presenting the fairness
                       opinion of its financial adviser, without revealing
                       whether the opinion was based on projections that were
                       revised by decreasing revenue and income growth from
                       historical levels solely to create the illusion that
                       economically the AIG Merger Proposal is "fair" and to
                       gain approval for the AIG Merger Proposal.

                  96.  Plaintiffs have no adequate remedy at law.

                            SEVENTH CLAIM FOR RELIEF
                    (For Violations of Section 14(e) of the
                   Exchange Act and the Rules and Regulations
                 Promulgated Thereunder Against All Defendants)

                  97. Plaintiffs repeat and reallege the preceding paragraphs
as if fully set forth herein.

                  98. Section 14(e) of the Exchange Act prohibits any person
from making any untrue statement of material fact or omitting to state any
material fact necessary to make the statements made not misleading, or from
engaging in any

                                      51


                                                     Case No. 98-0159-CIV-MOORE

fraudulent, deceptive or manipulative acts in connection with any tender offer
or any solicitation of shareholders in opposition to a tender offer.

                  99. The Option Announcement and the Proxy Statement are
materially misleading, as alleged above, in violation of Section 14(e) of the
Exchange Act.

                  100. The misrepresentations in the Option Announcement and
the Proxy Statement were made by American Bankers and AIG with knowledge of
their false and misleading nature in order to dissuade American Bankers
shareholders from accepting the Cendant Bid and to coerce them into voting in
favor of the AIG Merger Proposal.

                  101.  Plaintiffs have no adequate remedy at law.

                  WHEREFORE, Plaintiffs respectfully request that this Court:

                  A. Declare and decree that the AIG Merger Agreement is
unlawful and void and was entered into in breach of the fiduciary duties of
American Bankers and its directors;

                  B. Enjoin, temporarily, preliminarily and permanently, AIG,
its officers, employees, agents, nominees and affiliates, and all other persons
acting in concert with them or on their behalf, directly or indirectly, from:

                        (i) acquiring or attempting to acquire any shares of
American Bankers stock;

                                      52


                                                     Case No. 98-0159-CIV-MOORE

                        (ii) soliciting or arranging for the solicitation of
orders to sell any shares of American Bankers stock;

                        (iii) voting in person, by proxy or pursuant to the
Voting Agreement any shares of American Bankers stock; and

                        (iv) soliciting or arranging for the solicitation of
proxies, consents or authorizations with respect to the shares of American
Bankers stock, unless and until AIG files a full and complete Schedule 13D with
respect to American Bankers, unless and until such time in the future as the
Court may determine that the effects of AIG's unlawful conduct has dissipated.

                  C. Enjoin, temporarily, preliminarily and permanently, AIG,
AIGF, their employees, agents and all other persons acting on their behalf,
from (i) issuing or causing to be issued false, misleading or omissive
statements, whether written or oral, with respect to any proposed transaction
involving either AIG or AIGF and American Bankers or Cendant or Season
Acquisition and American Bankers; (ii) taking any steps whatsoever to
consummate the AIG Merger Proposal until full corrective disclosure is made
regarding the matters discussed in the Option Announcement and the Proxy
Statement; (iii) soliciting any proxy, consent or authorization with respect to
securities of American Bankers without first complying with the applicable
provisions of Sections 14(a) and 14(e) of the Exchange Act and the Rules
promulgated thereunder.

                                      53


                                                     Case No. 98-0159-CIV-MOORE

                  D. Enjoin, temporarily, preliminarily and permanently, any
steps to carry out, implement or effectuate the AIG Merger Agreement, or to
consummate the AIG Merger Proposal, unless and until: (i) the Lock-Up Option is
revoked or invalidated or waived or otherwise rendered unexercisable; (ii) the
No-Shop Provision is revoked or waived or otherwise invalidated; (iii) the
Termination Provision is revoked or waived or invalidated or otherwise rendered
unexercisable; (iv) the Break-Up Fee is revoked or waived by both American
Bankers and the AIG Defendants or otherwise invalidated; and (v) the Board
affords Cendant and Season Acquisition equal treatment to AIG under the Rights
Plan, the Charter and the Act.

                  E. Enjoin, temporarily, preliminarily and permanently, any
steps to adopt, carry out, implement or effectuate any extension of the term of
the Rights Plan, any distribution of the Rights or any action that could make
the Rights become exercisable or non-redeemable.

                  F. Declare and decree that the Lock-Up Option is unlawful,
void and was entered into in breach of the fiduciary duties of American Bankers
and its directors;

                  G. Enjoin, temporarily, preliminarily and permanently,
exercise of the Lock-Up Option, any payment pursuant to the terms of the
Lock-Up Option, or the voting or sale of any shares obtained by AIG upon any
exercise of the Lock-Up.

                                      54


                                                     Case No. 98-0159-CIV-MOORE

                  H. Declare and decree that the No-Shop Provision is unlawful,
void and was entered into in breach of the fiduciary duties of American Bankers
and the Board;

                  I. Enjoin, temporarily, preliminarily and permanently, the
No-Shop Provision;

                  J. Declare and decree that the Termination Provision is
unlawful, void and was entered into in breach of the fiduciary duties of
American Bankers and the Board;

                  K. Declare and decree that the Break-Up Fee is unlawful, void
and was entered into in breach of the fiduciary duties of American Bankers and
the Board;

                  L. Enjoin, temporarily, preliminarily and permanently,
payment of the Break-Up Fee;

                  M. Declare and decree that the refusal of American Bankers
and its directors to fully and fairly consider the Season Tender Offer
constitutes a breach of their fiduciary duties.

                  N. Require American Bankers and its directors to take all
steps necessary to provide Cendant and Season Acquisition a fair and equal
opportunity to acquire American Bankers, including furnishing to them the same
information and access to information that was provided to AIG;

                                      55


                                                     Case No. 98-0159-CIV-MOORE

                  O. Award plaintiffs the costs and disbursements of this
action, including reasonable attorneys fees; and

                  P. Grant such other and further relief as this Court may deem
just and proper.

Dated:  February 2, 1998
        Miami, Florida

                                            SHUTTS & BOWEN LLP
                                            1500 Miami Center
                                            201 South Biscayne Boulevard
                                            Miami, Florida  33131
                                            Telephone:  305-358-6300
                                            Facsimile:   305-381-9982


                                            By: /s/ Robert T. Wright, Jr.
                                               --------------------------------
                                               Robert T. Wright, Jr.
                                               Florida Bar No. 185525

                                               Attorneys for Plaintiffs
                                               Cendant Corporation and
                                               Season Acquisition Corp.
Of Counsel:
Jonathan J. Lerner
Samuel Kadet
Seth M. Schwartz
SKADDEN, ARPS, SLATE,
  MEAGHER & FLOM LLP
919 Third Avenue
New York, New York  10022
Telephone:  212-735-3000
Facsimile:   212-735-2000                      


                                       56



                                STATE OF FLORIDA
                            DEPARTMENT OF INSURANCE

In re:  Application for Approval of the Acquisition
of a Controlling Interest (Form D14-918) filed by
CENDANT CORPORATION and SEASON ACQUISITION
CORP. Relating to American Bankers Insurance Company of
Florida, American Bankers Life Assurance Company of Florida
and Voyager Service Warranties, Inc., Domestic Insurers
_______________________________________________________________/


                             MOTION TO CONSOLIDATE

         Cendant Corporation and Season Acquisition Corp., its wholly-owned
subsidiary (collectively, "Season"), move the Department of Insurance for an
order consolidating this proceeding with the administrative proceeding
instituted by American International Group, Inc. ("AIG") and AIGF, Inc.
("AIGF"), a Florida corporation wholly-owned by AIG, by the filing of form
DI4-918 ("Form A") with the Department of Insurance. The grounds for this
motion are as follows:

         1. On December 22, 1997, AIG and American Bankers Insurance Group,
Inc. ("American Bankers"), a Florida corporation with several domestic insurer
subsidiaries, announced that they had entered into a merger agreement whereby
AIG, through its wholly-owned subsidiary AIGF, would acquire 100% of the
outstanding capital stock of American Bankers in exchange for a combination of
AIG stock and cash totaling $47.00 per share. On January 22, 1998, Season made
a competing offer to purchase American Bankers for a combination of cash and
stock worth approxi-



mately $2.7 billion, or $500 million more than offered by AIG. Both Season and,
upon information and belief, AIG have filed with the Department Form A's
seeking approval of the acquisition of a controlling interest in American
Bankers.

         2. In Bio-Medical Application of Clearwater, Inc. v. Department of
Health and Rehabilitation Services, 370 So.2d 19 (Fla. 2d CDA 1979), the court
held that it was a material error in procedure for the Department of Health and
Rehabilita tion Services to refuse to consolidate two competing applications
for approval of new chronic kidney dialysis facilities in the same health
planning area, and to hear and approve one application before the other.

         3. In so doing, the Bio-Medical court relied upon Ashbacker Radio
Corp. v. FCC, 326 U.S. 327, 66 S. Ct. 148, 90 L. Ed. 108 (1945), and reversed
the agency's decision, determining that the circumstances required that a
consolidated hearing be held to consider the applications simultaneously.(1)
Ashbacker establishes the general principle that an administrative agency
should not grant one application without appropriate consideration of a
competing application. "[This] principle, therefore, constitutes a fundamental
doctrine of fair play which administrative

- --------
    (1) Florida courts have also held that the principles of Ashbacker and Bio-
Medical are applicable to Certificate of Need applications which are competing
for the same fixed pool of established need. See First Hospital Corporation of
Florida v. Department of Health and Rehabilitative Services, 566 So. 2d 917,
918 (Fla. 1st DCA 1990).

                                       2


agencies must respect and courts must be ever alert to enforce." Bio-Medical,
370 So.2d at 23. The goal is the creation of a level playing field between
competitors, so the government does not, though its administrative process,
advantage one competi tor over another.

         4. In Bio-Medical it had been argued that the two applications at
issue were not mutually exclusive because at least theoretically both
applications could have been granted. The court was unmoved, and stated "[we]
agree that Ashbacker should apply whenever an applicant is able to show that
the granting of authority to some other applicant will substantially prejudice
his application." Id. Here, the approval of AIG's Form A without simultaneous
consideration of Season's Form A would substantially prejudice Season because
it would provide AIG with a head start in the marketplace. Thus, under the
circumstances presented here, fairness requires intervention and consolidation
of proceedings and the simultaneous announcement of the Department's decision
on both Form A filings.

         5. The Florida legislature has expressed its intent that the
Department not take sides in the marketplace in connection with its review of
an offer to pur chase. As set forth in Section 628.461(9), Florida Statutes,
"[a]ny approval by the department under this section does not constitute a
recommendation by the depart ment for an acquisition, tender offer, or exchange
offer." Any potential approval of the AIG Form A without the participation of
Season in the proceedings and without

                                       3


simultaneous consideration of Season's application, however, would be a de
facto recommendation of the AIG offer over the Season offer because it would
free the AIG offer from regulatory confinement while continuing to confine the
Season offer. Because the practical effect of granting approval of one Form A
before the other is to give the first approved company an advantage in the
marketplace, the Department must decide the two pending proceedings at the same
time. The granting of consoli dation is the only way to achieve that result.

         6. The AIG Form A was, upon information and belief, filed prior to
the Season Form A, and it thus appears likely that it will be decided first.
Fairness demands that this not occur. The company with the first approved Form
A would have cleared a required regulatory hurdle for closing its transaction
and would thus have a advantage in the marketplace. Conversely, the company
with the yet unap proved Form A would be held one step back by the Department,
whose approval is required before any transaction can close.

         7. It is most important that the Department maintain a level playing
field throughout its review of competing offers to purchase a domestic insurer,
and that can only be done by consolidation and simultaneous decision.

                                       4


         WHEREFORE, Season moves the Department for an order consolidating the
Season and AIG Form A proceedings and ordering that they be decided at the same
time.

                                            MAIDA, GALLOWAY & NEAL, P.A.


                                            By: /s/ Thomas J. Maida
                                               -------------------------------
                                               Thomas J. Maida
                                               Florida Bar No. 275212
                                               300 East Park Avenue
                                               P.O. Box 1819
                                               Tallahassee, Florida  32302


Of counsel:
       Stephen T. Maher
       Shutts & Bowen
       1500 Miami Center
       201 South Biscayne Boulevard
       Miami, Florida  33131



                                STATE OF FLORIDA
                            DEPARTMENT OF INSURANCE

In re:  Application for Approval of the Acquisition
of a Controlling Interest (Form D14-918) filed by
AMERICAN INTERNATIONAL GROUP, INC., 
a Delaware corporation, and AIGF, a Florida corporation,
Relating to American Bankers Insurance Company of Florida,
American Bankers Life Assurance Company of Florida and
Voyager Service Warranties, Inc., Domestic Insurers
_______________________________________________________________/

                     PETITION FOR A SECTION 628.461 HEARING

         Cendant Corporation and Season Acquisition Corp., it wholly-owned
subsidiary (collectively, "Season"), pursuant to Section 628.461, Florida
Statutes and the applicable provisions of the Florida Administrative Code,
hereby petition the Department of Insurance (the "Department") for an order
convening the hearing authorized by Section 628.461(5)(a), Florida Statutes, in
connection with the Form A (DI4-918) filing which, upon information and belief,
has been made with the Department by American International Group, Inc. ("AIG")
and AIGF, Inc. ("AIGF"), a Florida corporation wholly-owned by AIG. The grounds
for this Petition are as follows:

                                LEGAL AUTHORITY

         1. Section 628.461(5)(a), Florida Statutes, provides that: "The depart
ment may on its own initiate, or if requested to do so in writing by a
substantially affected party shall conduct, a proceeding to consider the
appropriateness of the



proposed filing." (Emphasis added). Because this petition demonstrates that
Season is a party whose substantial interests are affected by the Form A filed
by AIG and AIGF, the Department must conduct a Section 628.461(5)(a) hearing.
Additionally, because this petition demonstrates that such a hearing would
involve disputed issues of material fact, Season requests pursuant to Section
120.569, Florida Statutes, that the Department conduct a hearing pursuant to
Section 120.57(1), Florida Statutes.

                             PRELIMINARY STATEMENT

         2. On December 22, 1997, AIG and American Bankers Insurance Group,
Inc. ("American Bankers") announced that they had entered into a merger
agreement whereby AIG, through its wholly-owned subsidiary AIGF, would acquire
100% of the outstanding capital stock of American Bankers in exchange for a
combination of AIG stock and cash totaling $47.00 per share. A copy the press
release announcing that proposed transaction is attached as Exhibit A. AIG and
American Bankers estimated the total value of the transaction to be
approximately $2.2 billion. The press release quotes AIG's Chairman, Maurice R.
("Hank") Greenberg as stating that AIG anticipates certain "synergies and
expense savings," i.e., corporate downsizing, to flow from the proposed merger.

         3. Upon information and belief, AIG and AIGF have filed form D14-918
(the "AIG Form A") with the Department seeking regulatory approval of the
transac tion or, alternatively, regulatory approval of AIG's purchase of 19.9
percent of the

                                       2



outstanding shares of American Bankers common stock pursuant to the merger
agreement between AIG and American Bankers (the "AIG Form A Proceedings").
Because the Department has treated such forms as confidential, Season has not
seen the Form A filed by AIG and AIGF and no notice of that filing has been
published. Season has filed a request pursuant to Section 199.07, Florida
Statutes, for access to the AIG Form A. A copy of this request is attached as
Exhibit B.

         4. Cendant is the beneficial owner of 371,200 shares of American
Bankers common stock and 99,900 shares of American Bankers preferred stock. On
January 22, 1998, Season made a competing offer to purchase American Bankers
for a combination of cash and stock worth approximately $2.7 billion, or $500
million more than offered by AIG. A copy of Season's press release announcing
its offer is attached as Exhibit C and copies of Season's tender offer
materials are attached as Exhibit D. Season filed its Form A with the
Department on January 27, 1998, seeking regulatory approval in connection with
its tender offer (the "Season Form A Proceedings"). By this petition, Season
seeks a hearing pursuant to Section 628.461(5)(a) in the AIG Form A..

                                    PARTIES

         5. Cendant Corporation is a corporation organized and existing under
the laws of the State of Delaware. Cendant is a global provider of direct
marketing and other services to consumers in, among others, the travel, real
estate and insurance

                                       3



industries through its many subsidiaries, including Avis Rent-A-Car, Inc.,
Century 21 Real Estate Corporation, Coldwell Banker Corporation, Ramada
Franchise Systems, Inc. and Super 8 Motels, Inc. Cendant is the beneficial
owner of 371,200 shares of American Bankers comon stock and 99,900 shares of
American Bankers preferred stock.

         6. Season Acquisition Corp., a wholly-owned subsidiary of Cendant
Corporation, is a corporation organized and existing under the laws of the
State of New Jersey with its principal offices located in Parsippany, New
Jersey.

         7. AIG is a Delaware corporation with its principal executive office
in New York, New York. AIG is a holding company engaged primarily in the
general and life insurance businesses in the United States and abroad. Upon
information and belief, AIG is controlled by its Chairman, Maurice R.
Greenberg, who -- through individual holdings and control of Starr
International Company, Inc., the Starr Foundation and C.V. Starr & Co. (private
companies that own AIG common stock and are controlled by Greenberg) and other
AIG officers and directors who own AIG common stock and under Greenberg's
control -- controls approximately 30 percent of the outstanding shares of AIG
common stock.

         8. AIGF is a Florida corporation and a wholly-owned subsidiary of AIG.

         9. American Bankers is a Florida corporation with its principal place
of business in Miami, Florida. Through its insurer subsidiaries, American
Bankers is an

                                       4



insurer providing primarily credit-related insurance products in the United
States, Canada, Latin America, the Caribbean and the United Kingdom. Most
American Bankers' insurance products are sold through financial institutions
and other entities that provide consumer financing as a regular part of their
business.

         10. American Bankers Insurance Company of Florida, a Florida domi
ciled property and casualty stock insurance company, American Bankers Life
Assurance Company of Florida, a Florida domiciled life stock insurance company,
and Voyager Service Warranties, Inc., a Florida domiciled company in the
business of insuring the obligations of extended service contract for the
repair of consumer durable goods, each of which is a domestic insurer, are
subsidiaries of American Bankers.

                    SEASON IS A SUBSTANTIALLY AFFECTED PARTY
                      AND IS ENTITLED TO REQUEST A HEARING
                         IN THE AIG FORM A PROCEEDINGS

         11. The Florida Administrative Procedures Act defines a "party" to
administrative proceedings as, inter alia, any person "whose substantial
interests will be affected by proposed agency action." Section 120.52 (12),
Florida Statutes. Season is a party to the AIG Form A Proceeding because its
substantial interests both

                                       5



as a shareholder of American Bankers and as a competing acquirer will be
affected by the Department's action on the AIG Form A.

         A. Season's Substantial Interest As A Stockholder of American Bankers.

         12. A test for determining who is a "substantially affected" party was
set out in Agrico Chemical Co. v. Department of Environmental Regulation, 406
So. 2d 478 (Fla. 2d DCA 1981), rev. denied, Freeport Sulphur Co. v. Agrico
Chemical Co., 415 So. 2d 1359 (1982) and rev. denied, Sulphur Terminals Co. v
Agrico Chemical Co., 415 So. 2d 1361 (1982). In Agrico, the court declared that
a potential intervenor must demonstrate:

         1) that he will suffer injury in fact which is of sufficient immediacy
         to entitle him to a section 120.57 hearing, and 2) that his
         substantial injury is of the type or nature which the proceeding is
         designed to protect.

406 So.2d at 482. "The first aspect of the test details with the degree of
injury. The second deals with the nature of the injury." Id.

         13. The first part of the Agrico standing test (the degree of injury)
is easily satisfied here because, as a shareholder of American Bankers, Season
will be substantially injured if AIG's merger with American Bankers closes.
Members of the American Bankers board of directors, knowingly aided and abetted
by AIG and AIGF, harmed their shareholders when they agreed to AIG's low-ball
offer and implemented a number of draconian defensive measures designed to
preclude any

                                       6


other competing bids for American Bankers. Thus, AIG and American Bankers have
acted to foreclose any opportunity for American Bankers' shareholders,
including Season, to realize a higher price for their shares than that offered
by AIG. Indeed, before American Bankers and AIG announced their merger
agreement, Season and Cendant contacted American Bankers' president seeking to
discuss Season's serious interest in acquiring American Bankers. American
Bankers refused at that time to engage in any discussions with Season and,
despite the fact that it was actively negotiating its sale to AIG, advised
Season that it was not pursuing any acquisition transaction. In fact, upon
information and belief, American Bankers did not seek to negotiate with any
party other than AIG to seek a higher price for the benefit of its
shareholders.

         14. American Bankers' shareholders will suffer injury in the amount of
$500 million - the difference between the $2.2 billion AIG offer and the $2.7
billion Season offer - if the AIG transaction closes.

         15. Analysis of the second aspect of the Agrico test requires
consideration of the interests protected by the statute under which the
Department must act in con sidering AIG's Form A. See Agrico, 406 So.2d at 482.

         16. As the beneficial owner of 371,200 shares of American Bankers
common stock and 99,900 shares of American Bankers preferred stock, Season
clearly fits those whose interests the statute seeks to protect. Section
628.461(3),

                                       7



Florida Statutes, provides that Form A proceedings require the Department to
determine the "character, experience, ability, and other qualifications" of an
acquirer of a domestic insurer "for the protection of the policyholders and
shareholders of the insurer and the public." (emphasis added)

         17. The most effective way to ensure that protection is to schedule a
hearing so that the Department can be fully informed concerning the "character,
experience, ability, and other qualifications" of AIG, AIGF and the persons
that control them, for its own protection as a shareholder as well as for the
protection of American Bankers' other shareholders and policyholders and the
public.

         B.  Season's Substantial Interest As A Competing Acquirer Entitles It
             To A Hearing

         18. The Florida legislature has expressed its intent that the
Department not take sides in the marketplace in connection with its review of
an offer to pur chase. As set forth in Section 628.461(9), "[a]ny approval by
the department under this section does not constitute a recommendation by the
department for an acquisi tion, tender offer, or exchange offer." Any potential
approval of the AIG Form A without the participation of Season in the
proceedings and without simultaneous con sideration of Season's application,
however, would be a de facto recommendation of the AIG offer because it would
free the AIG offer from regulatory confinement while continuing to confine the
Season offer. Because the practical effect of granting

                                       8



approval of one Form A before the other is to give the first approved company
an advantage in the marketplace, the Department should hold a hearing and
decide the two pending proceedings at the same time.

         19. Season requests a hearing because the injury it faces is immediate
and substantial. Any advantage a competing offer (let alone one that should not
be ap proved, such as AIG's) receives is a substantial disadvantage for
Season's offer.

         20. The substantial injury that Season will suffer as a competing
acquirer when the AIG Form A proceeding is decided is substantial injury of the
type or nature which the Form A proceeding is designed to protect (the second
part of the Agrico test). Section 628.461 is designed to provide for regulatory
approval of offers to purchase domestic insurance companies without putting the
Department in the position of recommending any offer to purchase. Where there
are two competing offers to purchase, the only way that the Department can
avoid giving one an advantage over the other is to hold a hearing, consolidate
the two Form A proceed ings and decide them simultaneously.

         21. In this regard, in Boca Raton Mausoleum Inc. v. Department of
Banking and Finance, 511 So.2d 1060, 1064 (Fla. 1st DCA 1987), the court held
that a statute providing that restrictions should not be imposed "in a manner
which will unreasonably affect the competitive market... described a zone of
interest which encompasses the impact a new license will have on existing
facilities," and

                                       9



thus gave an existing facility standing to enter the proceedings. Similarly,
the zone of interest described by Section 628.461 encompasses any impact that
an approval of an offer to purchase a domestic insurance company will have on a
pending applica tion for similar relief, because where there are two competing
offers to purchase seeking departmental approval the best way the Department
can stay neutral is to hold a hearing, consolidate the two Form A proceedings
and decide them simultaneously.

         22. Season is further threatened with substantial injury by AIG's
request for approval of its agreement with American Bankers whereby AIG may
acquire 19.9 percent of American Bankers' outstanding common stock. AIG has
admitted in a Form S-4 filed with the Securities and Exchange Commission on
January 30, 1998 that its purchase of these shares "may delay or make more
difficult an acquisition of American Bankers by a person other than AIG,"
"could have the effect of making an acquisition of American Bankers by a third
party more costly" and "could also jeopardize the ability of a third party to
acquire American Bankers in a transaction accounted for as a pooling of
interests." A copy of AIG's Form S-4 is attached as Exhibit E. Thus, approval
of AIG's requests to purchase 19.9 percent of American Bankers' outstanding
common stock would significantly impact on Season's acquisi tion of American
Bankers even if the Department approves Season's Form A. For this additional
reason, the need for a hearing is manifest.

                                       10



         23. On January 27, 1998, AIG issued a press release announcing that it
had purportedly given notice to American Bankers of its intention to exercise
its option to purchase these shares in an effort to convey to American Bankers'
share holders the impression that AIG's consummation of the merger with
American Bankers is inevitable and that Season's bid cannot succeed. A copy of
this press release is attached as Exhibit F. AIG did not disclose that the
Department has not approved the exercise of this option. Moreover, in a joint
proxy statement dated January 30, 1998, AIG and American Bankers reiterated the
statement that AIG had notified American Bankers of its intention to exercise
the option, thus reinforcing the misleading impression that consummation of the
AIG merger is inevitable and that Season's bid is destined to fail. A copy of
the proxy statement is attached as Exhibit G. Thus, AIG is already attempting
improperly to seize a competitive advantage over Season by portraying the
exercise of the option in the marketplace as a foregone act. If Season is not
permitted to be heard on this issue, AIG's unfair and improper competitive
advantage will only be exacerbated.

         24. In evaluating Season's standing, the Department "must not lose
sight of the reason for requiring a party to have standing in order to
participate in a judicial or administrative proceeding. The purpose is to
ensure that a party has 'sufficient interest in the outcome of the litigation
which warrants the court's entertaining it' and to assure that a party has a
personal stake in the outcome so he will adequately

                                       11



represent the interest he asserts." Gregory v. Indian River Country 610 So.2d
547, 553 (Fla. 1st DCA 1992). Here, there is no question that Season's stake in
the outcome is such that it will be vigorous in its participation in the AIG
Form A Proceedings.

                            A HEARING WILL SERVE THE
                          PURPOSES OF SECTION 628.461

         25. In reviewing a proposed acquisition such as AIG's , the Department
must consider whether:

o   Upon completion of the acquisition, the domestic stock insurer will be able
to satisfy the requirements for the issuance of a license to write the line or
lines of insurance for which it is presently licensed;

o   The financial condition of the acquiring person or persons will not
jeopardize the financial stability of the insurer or prejudice the interests of
its policyholders or the public;

o   Any plan or proposal which the acquiring person has (i) to liquidate the
insurer, sell its assets, or merge or consolidate it with any person, or to
make any other major change in its business or corporate structure or
management, or (ii) to liquidate any controlling company, sell its assets, or
merge or consolidate it with any person, or to make any major change in its
business or corporate structure or man agement which would have an effect upon
the insurer is fair and free of prejudice to the policyholders of the domestic
stock insurer or to the public;

o   The competence, experience, and integrity of those persons who will control
directly or indirectly the operation of the domestic stock insurer indicate
that the acquisition is in the best interest of the policyholders of the
insurer and in the public interest;

o   The natural persons for whom background information is required to be
furnished have such backgrounds as to indicate that it is in the best interests
of the

                                       12


policyholders of the domestic stock insurer, and in the public interest, to
permit such persons to exercise control over such domestic stock insurer;

o   The officers and directors to be employed after the acquisition have
sufficient insurance experience and ability to assure reasonable promise of
successful operation;

o   The management of the insurer after the acquisition will be competent and
trustworthy and will possess sufficient managerial experience so as to make the
proposed operation of the insurer not hazardous to the insurance-buying public;

o   The management of the insurer after the acquisition will not include any
person who has directly or indirectly through ownership, control, reinsurance
transactions, or other insurance or business relations unlawfully manipulated
the assets, accounts, finances, or books of any insurer or otherwise acted in
bad faith with respect thereto;

o   The acquisition is not likely to be hazardous or prejudicial to the
insurer's policyholders or the public; and

o   The effect of the acquisition of control would not substantially lessen
competition in insurance in this state or would not tend to create a monopoly
therein.

Section 628.461(6)(c).

         36. Thus, the Department must fully inform itself about the AIG Form
A. Season, which has instituted suit in the United States Court challenging the
AIG transaction which AIG's Form A Proceedings seek to have approved by the
Depart ment, is in a position to provide the Department with relevant
information about the offer that has not been included in the AIG Form A.
Season has attached to this filing as Exhibit H a copy of a complaint filed in
federal court in Miami, which shows that Season is pursuing serious allegations
of impropriety in connection with

                                       13



the transaction that AIG seeks to have approved in its Form A proceedings,
includ ing, among others, allegations are that AIG and American Bankers have
engaged in a number of wrongful actions designed to prevent any party other
than AIG from pursuing a bid for American Bankers. A further allegation of the
complaint is that the provision of the AIG/American Bankers merger agreement
permitting AIG to acquire 19.9 percent of American Bankers' outstanding common
stock is unlawful. AIG's Form A seeks approval from the Department of this
proposed acquisition. The Department should hold a hearing pursuant to Section
628.461(5)(a) so that informa tion about AIG's and American Bankers' actions,
including the legality of the actions and how such actions impact the
considerations set forth in Section 628.461(6)(c), can effectively be presented
to the Department.

         37. In addition to Season's right to a hearing as a substantially
affected party, the Department has the authority to hold a hearing in the AIG
Form A pro ceedings. It should exercise that power to investigate the
substantial issues raised by Season in this petition. American Bankers is a
Florida corporation, and the Depart ment thus has a significant interest in any
application for approval of acquisition of a controlling interest in American
Bankers. Upon information and belief, the insur ance regulators in at least
four other jurisdictions will likely hold hearings in connec tion with their
consideration of AIG Form A filings. Arizona is required to hold such a
proceeding by statute, and will, upon information and belief, be doing so in

                                       14



connection with AIG's Form A filing in that state. Further, South Carolina,
Georgia and Puerto Rico all regularly hold hearings in cases such as this, and
will be doing so in connection with the AIG Form A's filed in their
jurisdictions. The Department should give this matter the same consideration as
these other jurisdictions.

                             THIS REQUEST IS TIMELY

         38. Since no notice of the AIG Form A Proceedings has been published,
and Season has not been given a clear point of entry into the AIG Form A
Proceed ings, this Petition is timely filed. Section 628.461(5)(a) provides
that a request for a proceeding by a party whose substantial interests are
affected is timely if made within ten days of the date on which notice of a
Form A filing is given. Because such notice has not yet been given, this
request is timely.

         39. An agency must provide a substantially affected person with a
clear point of entry into agency proceedings. Capeletti Brothers, Inc. v. State
Department of Transportation, 362 So.2d 346, 348 (Fla. 1st DCA 1978), cert.
denied, 368 So.2d 1374 (Fla 1979). Since the AIG Form A Proceedings affect
Season's substantial interests, notice was required. In the absence of notice,
this petition is timely. "Until proceedings are had satisfying section 120.57
or an opportunity for them is clearly offered and waived, there can be no
agency action affecting the substantial interests of a person." Florida League
of Cities v. Administration Commission, 586 So.2d 397, 413 (Fla. 1st DCA 1991).

                                       15



                               THESE PROCEEDINGS
                              ARE NOT CONFIDENTIAL

         40. On January 27, 1998, Season submitted to the Department a written
request for access to the AIG Form A. A copy of this request is attached hereto
as Exhibit I. On January 29, 1998, Season was informed by a representative of
the Department that the request would be denied by the Department.

         41. Upon information and belief, the Department is taking the position
that the AIG Form A is confidential. This position is incorrect as a matter of
law.

         42. The Department is an "agency" as defined in Section 119.011(2),
Florida Statutes. As the agency of the State of Florida charged with the
regulation of the business of insurance, the Department is required to review
Form A applications pursuant to Section 628.461. Form A applications are
received by the Department in the transaction of its official business.

         43. Season has a right to access to the AIG Form A pursuant to Section
119.07, Florida Statutes.

                        DISPUTED ISSUES OF MATERIAL FACT

         44. Season is presently unable to specify the disputed issues of
material fact that are raised by the AIG Form A Proceedings because it has not
been able to review a copy of the AIG Form A. Season has filed a request
pursuant to Section 199.07, Florida Statutes, for access to the AIG Form A.
Season has, however, had an

                                       16



opportunity to review a Form A filed by AIG in Texas and, based upon that
filing and as detailed in the following section, it does appear that there are
material issues of fact. A copy of AIG's Texas Form A (without exhibits) is
attached as Exhibit J. Season believes that AIG's Texas Form A is materially
incomplete.

                      CONCISE STATEMENT OF ULTIMATE FACTS

         45. Based upon the reasonable assumption that the AIG Form A contains
the same deficiencies as does AIG's Texas filing, Season makes the following
allegations. However, the following recitation of reasons for a hearing is not
exhaustive, and Season reserves the right to supplement this filing if and when
Season is permitted access to AIG's Florida Form A.

         46. Among other reasons, Section 628.461(5)(a) hearing is required to
determine whether AIG's Form A is in direct violation of Sections 628.461(3)
and (4). Season alleges that AIG has failed disclose that AIG is controlled by
its Chair man, Maurice R. Greenberg, who -- through individual holdings and
control of Starr International Company, Inc., the Starr Foundation and C.V.
Starr & Co. (private companies that own AIG common stock and are controlled by
Greenberg) and other AIG officers and directors who own AIG common stock and
under Greenberg's control -- controls approximately 30 percent of the
outstanding shares of AIG common stock. Greenberg is thus required by Sections
628.461(3) and (4) to file with the Department a Form A disclosing his identity
and background and to receive

                                       17



the Department's approval before acquiring control American Bankers. Upon
information and belief, Greenberg has not filed such a Form A. Such a violation
would require disapproval of the AIG Form A pursuant to Section 628.461(6)(a).
The hearing should further explore whether the failure by Greenberg to file a
Form A requires disapproval of the AIG Form A pursuant to Section
628.461(7)(d), which requires consideration by the Department of the
"competence, experience or integrity of those persons who will control directly
or indirectly the operation of a domestic stock insurer."

         47. Season's lawsuit against American Bankers, its directors, AIG and
AIGF alleges that American Bankers and its directors, aided and abetted by AIG
and AIGF, have harmed their shareholders by, among other things, attempting to
block Season's more favorable offer for American Bankers through institution of
a number of unlawful takeover defenses, including the grant to AIG of the
option to purchase 19.9 percent of American Bankers' outstanding common stock.
The lawsuit further alleges that the defendants are misleading American
Bankers' shareholders by creating the impression that they have exercised this
option without revealing that the Department has not approved this action.
Season's lawsuit raises substantial issues that go to the very heart of AIG's
Form A and the "competence, experience or integrity of those persons who will
control directly or indirectly the operation of" American Bankers. These issues
should be fully explored by the Department in a

                                       18



Section 628.461(5)(a) hearing before it decides whether to approve AIG's
application to acquire a controlling interest in American Bankers.

         48. Further, among other reasons, the Department is required by
Section 628.461(7)(j) to ensure that "[t]he effect of the acquisition of
control [of American Bankers by AIG] would not substantially lessen competition
in insurance in this state or would not tend to create a monopoly therein."
Given that AIG is one of the world's largest sellers of property, casualty and
life insurance, the Department should hold a hearing to determine whether the
proposed AIG/American Bankers merger would substantially lessen competition or
create a monopoly in the Florida insurance market.

                               REQUEST FOR RELIEF

         49. Season requests that the Department order a hearing pursuant to
Section 628.461, Florida Statutes in the AIG Form A proceedings.

                                            MAIDA, GALLOWAY & NEAL, P.A.


                                            By: /s/ Thomas J. Maida
                                               --------------------------------
                                               Thomas J. Maida
                                               Florida Bar No. 275212
                                               300 East Park Avenue
                                               P.O. Box 1819
                                               Tallahassee, Florida  32302

                                       19



Of counsel:
      Stephen T. Maher
      Shutts & Bowen
      1500 Miami Center
      201 South Biscayne Boulevard
      Miami, Florida  33131

                                       20



                                STATE OF FLORIDA
                            DEPARTMENT OF INSURANCE

In re:  Application for Approval of the Acquisition
of a Controlling Interest (Form D14-918) filed by
AMERICAN INTERNATIONAL GROUP, INC., 
a Delaware corporation, and AIGF, a Florida corporation,
Relating to American Bankers Insurance Company of Florida,
American Bankers Life Assurance Company of Florida and
Voyager Service Warranties, Inc., Domestic Insurers
_________________________________________________________/


                     PETITION TO INTERVENE AND CONSOLIDATE

         Cendant Corporation and its wholly-owned subsidiary Season Acquisition
Corp. (collectively, "Season"), pursuant to Sections 120.569 and 120.57(1),
Florida Statutes and the applicable provisions of the Florida Administrative
Code, including Rule 28-5.201, hereby petition the Department of Insurance
("Department") for an order (1) allowing Season to intervene as a party in any
and all administrative proceedings instituted before the Department in
connection with the proposed acquisition by American International Group, Inc.
("AIG") and AIGF, Inc. ("AIGF"), a Florida corporation wholly-owned by AIG, of
American Bankers Insurance Group, Inc. ("American Bankers") and AIG's resulting
acquisition of control of the Domestic Insurers and (2) consolidating the AIG
proceedings with proceedings instituted by Season relating to the acquisition
of control of the Domestic Insurers. The grounds for this Petitions are as
follows:



                             PRELIMINARY STATEMENT

         1. On December 22, 1997, AIG and American Bankers announced that they
had entered into a merger agreement whereby AIG, through its wholly-owned
subsidiary AIGF, would acquire 100% of the outstanding capital stock of
American Bankers in exchange for a combination of AIG stock and cash totaling
$47.00 per share. A copy the press release announcing that proposed transaction
is attached as Exhibit A. AIG and American Bankers estimated the total value of
the transaction to be approximately $2.2 billion. The press release quotes
AIG's Chairman, Maurice R. ("Hank") Greenberg as stating that AIG anticipates
certain "synergies and expense savings," i.e., corporate downsizing, to flow
from the proposed merger.

         2. Upon information and belief, AIG and AIGF have filed form D14-918
(the "AIG Form A") with the Department seeking regulatory approval of the
transac tion or, alternatively, regulatory approval of AIG's purchase of 19.9
percent of the outstanding shares of American Bankers common stock pursuant to
the merger agreement between AIG and American Bankers (the "AIG Form A
Proceedings"). Because the Department has treated such forms as confidential,
Season has not seen the Form A filed by AIG and AIGF and no notice of that
filing has been published. Season has filed a request pursuant to Section
199.07, Florida Statutes, for access to the AIG Form A. A copy of this request
is attached as Exhibit B.

                                       2



         3. Cendant is the beneficial owner of 371,200 shares of American
Bankers common stock and 99,900 shares of American Bankers preferred stock. On
January 22, 1998, Season made a competing offer to purchase American Bankers
for a combination of cash and stock worth approximately $2.7 billion, or $500
million more than offered by AIG. A copy of Season's press release announcing
its offer is attached as Exhibit C and copies of Season's tender offer
materials are attached as Exhibit D. Season filed its Form A with the
Department on January 27, 1998, seeking regulatory approval in connection with
its tender offer (the "Season Form A Proceedings"). By this petition, Season
seeks an order allowing it to intervene in the AIG Form A Proceedings and
consolidating the AIG Form A Proceedings with the Season Form A Proceedings.

                                    PARTIES

         4. Cendant Corporation is a corporation organized and existing under
the laws of the State of Delaware. Cendant is a global provider of direct
marketing and other services to consumers in, among others, the travel, real
estate and insurance industries through its many subsidiaries, including Avis
Rent-A-Car, Inc., Century 21 Real Estate Corporation, Coldwell Banker
Corporation, Ramada Franchise Systems, Inc. and Super 8 Motels, Inc. Cendant is
the beneficial owner of 371,200

                                       3



shares of American Bankers comon stock and 99,900 shares of American Bankers
preferred stock.

         5. Season Acquisition Corp., a wholly-owned subsidiary of Cendant
Corporation, is a corporation organized and existing under the laws of the
State of New Jersey with its principal offices located in Parsippany, New
Jersey.

         6. AIG is a Delaware corporation with its principal executive office
in New York, New York. AIG is a holding company engaged primarily in the
general and life insurance businesses in the United States and abroad. Upon
information and belief, AIG is controlled by its Chairman, Maurice R.
Greenberg, who -- through individual holdings and control of Starr
International Company, Inc., the Starr Foundation and C.V. Starr & Co. (private
companies that own AIG common stock and are controlled by Greenberg) and other
AIG officers and directors who own AIG common stock and under Greenberg's
control -- controls approximately 30 percent of the outstanding shares of AIG
common stock.

         7. AIGF is a Florida corporation and a wholly-owned subsidiary of AIG.

         8. American Bankers is a Florida corporation with its principal place
of business in Miami, Florida. Through its insurer subsidiaries, American
Bankers is an insurer providing primarily credit-related insurance products in
the United States, Canada, Latin America, the Caribbean and the United Kingdom.
Most American

                                       4



Bankers' insurance products are sold through financial institutions and other
entities that provide consumer financing as a regular part of their business.

         9. American Bankers Insurance Company of Florida, a Florida domi ciled
property and casualty stock insurance company, American Bankers Life Assurance
Company of Florida, a Florida domiciled life stock insurance company, and
Voyager Service Warranties, Inc., a Florida domiciled specialty insurer, each
of which is a Domestic Insurer, are subsidiaries of American Bankers.

                      SEASON IS ENTITLED TO PARTICIPATE AS
                    AS A PARTY IN THE AIG FORM A PROCEEDINGS

         10. The Florida Administrative Procedures Act defines a "party" to
administrative proceedings as, inter alia, any person "whose substantial
interests will be affected by proposed agency action." Section 120.52 (12),
Florida Statutes. Season is a party to the AIG Form A Proceeding because its
substantial interests both as a shareholder of American Bankers and as a
competing acquirer will be affected by the Department's action on the AIG Form
A.

         A. Season's Substantial Interest As A Stockholder of American Bankers.

         11. A test for determining who is a "substantially affected" party was
set out in Agrico Chemical Co. v. Department of Environmental Regulation, 406
So. 2d 478 (Fla. 2d DCA 1981), rev. denied, Freeport Sulphur Co. v. Agrico
Chemical Co., 415 So. 2d 1359 (1982) and rev. denied, Sulphur Terminals Co. v
Agrico Chemical

                                       5



Co., 415 So. 2d 1361 (1982). In Agrico, the court declared that a potential
intervenor must demonstrate:

         1) that he will suffer injury in fact which is of sufficient immediacy
         to entitle him to a section 120.57 hearing, and 2) that his
         substantial injury is of the type or nature which the proceeding is
         designed to protect.

406 So.2d at 482. "The first aspect of the test details with the degree of
injury. The second deals with the nature of the injury." Id.

         12. The first part of the Agrico standing test (the degree of injury)
is easily satisfied here because, as a shareholder of American Bankers, Season
will be substantially injured if AIG's merger with American Bankers closes.
Members of the American Bankers board of directors, knowingly aided and abetted
by AIG and AIGF, harmed their shareholders when they agreed to AIG's low-ball
offer and implemented a number of draconian defensive measures designed to
preclude any other competing bids for American Bankers. Thus, AIG and American
Bankers have acted to foreclose any opportunity for American Bankers'
shareholders, including Season, to realize a higher price for their shares than
that offered by AIG. Indeed, before American Bankers and AIG announced their
merger agreement, Season contacted American Bankers' president seeking to
discuss Season's serious interest in acquiring American Bankers. American
Bankers refused at that time to engage in any discussions with Season and,
despite the fact that it was actively negotiating its

                                       6



sale to AIG, advised Season that it was not pursuing any acquisition
transaction. In fact, upon information and belief, American Bankers did not
seek to negotiate with any party other than AIG to seek a higher price for the
benefit of its shareholders.

         13. American Bankers' shareholders will suffer injury in the amount of
$500 million - the difference between the $2.2 billion AIG offer and the $2.7
billion Season offer - if the AIG transaction closes.

         14. Analysis of the second aspect of the Agrico test requires
consideration of the interests protected by the statute under which the
Department must act in considering AIG's Form A. See Agrico, 406 So.2d at 482.

         15. As the beneficial owner of 371,200 shares of American Bankers
common stock and 99,900 shares of American Bankers preferred stock, Season
clearly fits those whose interests the statute seeks to protect. Section
628.461(3), Florida Statutes, provides that Form A proceedings require the
Department to determine the "character, experience, ability, and other
qualifications" of an acquirer of a domestic insurer "for the protection of the
policyholders and shareholders of the insurer and the public." (emphasis added)

         16. Season's participation in the AIG Form A Proceeding will permit it
to advise fully the Department concerning the "character, experience, ability,
and other qualifications" of AIG, AIGF and the persons that control them, for
its own protec tion as a shareholder as well as for the protection of American
Bankers' other

                                       7



shareholders and policyholders and the public. The Department has the power and
the duty to act upon the information provided by Season and disapprove the pro
posed AIG acquisition pursuant to Section 628.416(6) and/or (7).

         B.       Season's Position As A Competing Acquirer Entitles
                  It To Be Party To, And Consolidate Its Own Form A
                  Proceedings With, The AIG Form A Proceedings.

         17. Season should also be permitted to intervene in the AIG Form A
Proceedings due to its status as a competing applicant for approval to acquire
American Bankers and the threatened injury to Season from the Department's
consideration of the AIG Form A in the absence of Season's participation and
simultaneous consideration of the Season Form A.

         18. The Florida legislature has expressed its intent that the
Department not take sides in the marketplace in connection with its review of
an offer to pur chase. As set forth in Section 628.461(9), "[a]ny approval by
the department under this section does not constitute a recommendation by the
department for an acquisi tion, tender offer, or exchange offer." Any potential
approval of the AIG Form A without the participation of Season in the
proceedings and without simultaneous consideration of Season's application,
however, would be a de facto recommendation of the AIG offer over the Season
offer because it would free the AIG offer from regulatory confinement while
continuing to confine the Season offer. Because the practical effect of
granting approval of one Form A before the other is to give the

                                       8



first approved company an advantage in the marketplace, the Department must
decide the two pending proceedings at the same time. The granting of
intervention and consolidation is the only way to achieve that result.

         19. Further, there is no question that the injury to Season as an
acquisition competitor is substantial (the first part of the Agrico test) and
immediate. Any advantage a competing offer (let alone one that should not be
approved, such as AIG's) receives is a substantial disadvantage for Season's
offer. The injury is immediate because the disadvantage occurs as soon as one
Form A is approved while the other is not.

         20. The substantial injury that Season will suffer as a competing
acquirer when the AIG Form A proceeding is decided is substantial injury of the
type or nature which the Form A proceeding is designed to protect (the second
part of the Agrico test). Section 628.461 is designed to provide for regulatory
approval of offers to purchase domestic insurance companies without putting the
Department in the position of recommending any offer to purchase. Where there
are two competing offers to purchase, the only way that the Department can
avoid giving one an advantage over the other is to allow intervention and to
consolidate the two Form A proceedings and decide them simultaneously.

         21. In this regard, in Boca Raton Mausoleum Inc. v. Department of
Banking and Finance, 511 So.2d 1060, 1064 (Fla. 1st DCA 1987), the court held

                                       9



that a statute providing that restrictions should not be imposed "in a manner
which will unreasonably affect the competitive market . . . described a zone of
interest which encompasses the impact a new license will have on existing
facilities," and thus gave an existing facility standing to enter the
proceedings. Similarly, the zone of interest described by Section 628.461
encompasses any impact that an approval of an offer to purchase a domestic
insurance company will have on a pending applica tion for similar relief,
because where there are two competing offers to purchase seeking departmental
approval the best way the Department can stay neutral is to consolidate the two
Form A proceedings and decide them simultaneously.

         22. Season is further threatened with substantial injury by AIG's
request for approval of its agreement with American Bankers whereby AIG may
acquire 19.9 percent of American Bankers' outstanding common stock. AIG has
admitted in a Form S-4 filed with the Securities and Exchange Commission on
January 30, 1998 that its purchase of these shares "may delay or make more
difficult an acquisition of American Bankers by a person other than AIG,"
"could have the effect of making an acquisition of American Bankers by a third
party more costly" and "could also jeopardize the ability of a third party to
acquire American Bankers in a transaction accounted for as a pooling of
interests." A copy of AIG's Form S-4 is attached as Exhibit E. Thus, approval
of AIG's requests to purchase 19.9 percent of American Bankers' outstanding
common stock would significantly impact on Season's acquisi-

                                      10


tion of American Bankers even if the Department approves Season's Form A. For
this additional reason, the Department's action of the AIG Form A affects
Season's substantial interests.

         23. On January 27, 1998, AIG issued a press release announcing that it
had purportedly given notice to American Bankers of its intention to exercise
its option to purchase these shares in an effort to convey to American Bankers'
share holders the impression that AIG's consummation of the merger with
American Bankers is inevitable and that Season's bid cannot succeed. A copy of
this press release is attached as Exhibit F. AIG did not disclose that the
Department has not approved the exercise of this option. Moreover, in a joint
proxy statement dated January 30, 1998, AIG and American Bankers reiterated the
statement that AIG had notified American Bankers of its intention to exercise
the option, thus reinforcing the misleading impression that consummation of the
AIG merger is inevitable and that Season's bid is destined to fail. A copy of
the proxy statement is attached as Exhibit G. Thus, AIG is already attempting
improperly to seize a competitive advantage over Season by portraying the
exercise of the option in the marketplace as a foregone act. If Season is not
permitted to intervene in, and have its Form A proceedings consolidated with,
the AIG Form A Proceedings, AIG's unfair and improper compet itive advantage
will only be exacerbated.

                                       11


         24. In evaluating Season's standing, the Department "must not lose
sight of the reason for requiring a party to have standing in order to
participate in a judicial or administrative proceeding. The purpose is to
ensure that a party has 'sufficient interest in the outcome of the litigation
which warrants the court's entertaining it' and to assure that a party has a
personal stake in the outcome so he will adequately represent the interest he
asserts." Gregory v. Indian River Country 610 So.2d 547, 553 (Fla. 1st DCA
1992). Here, there is no question that Season's stake in the outcome is such
that it will be vigorous in its participation in the AIG Form A Proceedings.

         25. In Bio-Medical Application of Clearwater, Inc. v. Department of
Health and Rehabilitation Services, 370 So.2d 19 (Fla. 2d CDA 1979), the court
held that it was a material error in procedure for the Department of Health and
Rehabilita tion Services to refuse to consolidate two competing applications
for approval of new chronic kidney dialysis facilities in the same health
planning area, and to hear and approve one application before the other.

         26. In so doing, the Bio-Medical court relied upon Ashbacker Radio
Corp. v. FCC, 326 U.S. 327, 66 S. Ct. 148, 90 L. Ed. 108 (1945), and reversed
the agency's decision, determining that the circumstances required that a
consolidated

                                       12



hearing be held to consider the applications simultaneously.1 Ashbacker
establishes the general principle that an administrative agency should not
grant one application without appropriate consideration of a competing
application. "[This] principle, therefore, constitutes a fundamental doctrine
of fair play which administrative agencies must respect and courts must be ever
alert to enforce." Bio-Medical, 370 So.2d at 23. The goal is the creation of a
level playing field between competitors, so the government does not, though its
administrative process, advantage one competi tor over another.

         27. In Bio-Medical it had been argued that the two applications at
issue were not mutually exclusive because at least theoretically both
applications could have been granted. The court was unmoved, and stated "[we]
agree that Ashbacker should apply whenever an applicant is able to show that
the granting of authority to some other applicant will substantially prejudice
his application." Id. Here, the approval of AIG's Form A without simultaneous
consideration of Season's Form A would substantially prejudice Season because
it would provide AIG with a head start in the marketplace. Thus, under the
circumstances presented here, fairness requires

- ------------
1   Florida courts have also held that the principles of Ashbacker and
    Bio-Medical are applicable to Certificate of Need applications which are
    compet ing for the same fixed pool of established need. See First Hospital
    Corpora tion of Florida v. Department of Health and Rehabilitative
    Services, 566 So. 2d 917, 918 (Fla. 1st DCA 1990).

                                       13



intervention and consolidation of proceedings and the simultaneous announcement
of the Department's decision on both Form A filings.

                    SEASON'S PARTICIPATION IN THE AIG FORM A
                 PROCEEDINGS AS A PARTY WILL SERVE THE PURPOSES
                               OF SECTION 628.461

         28. In reviewing a proposed acquisition such as AIG's , the Department
must consider whether:

o Upon completion of the acquisition, the domestic stock insurer will be able
to satisfy the requirements for the issuance of a license to write the line or
lines of insurance for which it is presently licensed;

o The financial condition of the acquiring person or persons will not
jeopardize the financial stability of the insurer or prejudice the interests of
its policyholders or the public;

o Any plan or proposal which the acquiring person has (i) to liquidate the
insurer, sell its assets, or merge or consolidate it with any person, or to
make any other major change in its business or corporate structure or
management, or (ii) to liquidate any controlling company, sell its assets, or
merge or consolidate it with any person, or to make any major change in its
business or corporate structure or man agement which would have an effect upon
the insurer is fair and free of prejudice to the policyholders of the domestic
stock insurer or to the public;

o The competence, experience, and integrity of those persons who will control
directly or indirectly the operation of the domestic stock insurer indicate
that the acquisition is in the best interest of the policyholders of the
insurer and in the public interest;

o The natural persons for whom background information is required to be
furnished have such backgrounds as to indicate that it is in the best interests
of the policyholders of the domestic stock insurer, and in the public interest,
to permit such persons to exercise control over such domestic stock insurer;

                                       14



o The officers and directors to be employed after the acquisition have
sufficient insurance experience and ability to assure reasonable promise of
successful operation;

o The management of the insurer after the acquisition will be competent and
trustworthy and will possess sufficient managerial experience so as to make the
proposed operation of the insurer not hazardous to the insurance-buying public;

o The management of the insurer after the acquisition will not include any
person who has directly or indirectly through ownership, control, reinsurance
transactions, or other insurance or business relations unlawfully manipulated
the assets, accounts, finances, or books of any insurer or otherwise acted in
bad faith with respect thereto;

o The acquisition is not likely to be hazardous or prejudicial to the
insurer's policyholders or the public; and

o The effect of the acquisition of control would not substantially lessen
competition in insurance in this state or would not tend to create a monopoly
therein.

Section 628.461(6)(c).

         29. Thus, the Department must fully inform itself about the AIG Form
A. Season, which has instituted suit in the United States Court challenging the
AIG transaction which AIG's Form A Proceedings seek to have approved by the
Depart ment, is in a position to provide the Department with relevant
information about the offer that has not been included in the AIG Form A.
Season has attached to this filing as Exhibit H a copy of a complaint filed in
federal court in Miami, which shows that Season is pursuing serious allegations
of impropriety in connection with the transaction that AIG seeks to have
approved in its Form A proceedings, includ ing, among others, allegations that
AIG and American Bankers have engaged in a

                                       15



number of wrongful actions designed to prevent any party other than AIG from
pursuing a bid for American Bankers. A further allegation of the complaint is
that the provision of the AIG/American Bankers merger agreement permitting AIG
to acquire 19.9 percent of American Bankers' outstanding common stock is
unlawful. AIG's Form A seeks approval from the Department of this proposed
acquisition. The Department should allow intervention so that information about
AIG's and American Bankers' actions, including the legality of the actions and
how such actions impact the considerations set forth in Section 628.461(6)(c),
can effectively be presented to the Department.

                               THESE PROCEEDINGS
                              ARE NOT CONFIDENTIAL

         30. On January 27, 1998, Season submitted to the Department a written
request for access to the AIG Form A. A copy of this request is attached hereto
as Exhibit I. On January 29, 1998, Season was informed by a representative of
the Department that the request would be denied by the Department.

         31. Upon information and belief, the Department is taking the position
that the AIG Form A is confidential. This position is incorrect as a matter of
law.

         32. The Department is an "agency" as defined in Section 119.011(2),
Florida Statutes. As the agency of the State of Florida charged with the
regulation of

                                       16



the business of insurance, the Department is required to review Form A
applications pursuant to Section 628.461. Form A applications are received by
the Department in the transaction of its official business.

         33. Season has a right to access to the AIG Form A pursuant to Section
119.07, Florida Statutes.

                        DISPUTED ISSUES OF MATERIAL FACT

         34. Season is presently unable to specify the disputed issues of
material fact that are raised by the AIG Form A Proceedings because it has not
been able to review a copy of the AIG Form A. Season has filed a request
pursuant to Section 199.07, Florida Statutes, for access to the AIG Form A.
Season has, however, had an opportunity to review a Form A filed by AIG in
Texas and, based upon that filing and as detailed in the following section, it
does appear that there are material issues of fact. A copy of AIG's Texas Form
A (without exhibits) is attached as Exhibit J. Season believes that AIG's Texas
Form A is materially incomplete.

                      CONCISE STATEMENT OF ULTIMATE FACTS

         35. Based upon the reasonable assumption that the AIG Form A contains
the same deficiencies as does AIG's Texas filing, Season makes the following
allegations.

                                       16



         36. For the reasons stated in the federal court complaint attached
hereto, it is likely that AIG's Form A is in direct violation of Sections
628.461(3) and (4). Season alleges that AIG has failed disclose that AIG is
controlled by its Chairman, Maurice R. Greenberg, who -- through individual
holdings and control of Starr International Company, Inc., the Starr Foundation
and C.V. Starr & Co. (private companies that own AIG common stock and are
controlled by Greenberg) and other AIG officers and directors who own AIG
common stock and under Greenberg's control -- controls approximately 30 percent
of the outstanding shares of AIG common stock. Greenberg is thus required by
Sections 628.461(3) and (4) to file with the Department a Form A disclosing his
identity and background and to receive the Department's approval before
acquiring control American Bankers. Upon information and belief, Greenberg has
not filed such a Form A. Such a violation would require disapproval of the AIG
Form A pursuant to Section 628.461(6)(a). Further, the failure by Greenberg to
file a Form A requires disapproval of the AIG Form A pursuant to Section
628.461(7)(d), which requires consideration by the Department of the
"competence, experience or integrity of those persons who will control directly
or indirectly the operation of a domestic stock insurer."

         37. Season's lawsuit against American Bankers, its directors, AIG and
AIGF alleges that American Bankers and its directors, aided and abetted by AIG
and AIGF, have harmed their shareholders by, among other things, attempting to
block

                                       17



Season's more favorable offer for American Bankers through institution of a
number of unlawful takeover defenses, including the grant to AIG of the option
to purchase 19.9 percent of American Bankers' outstanding common stock. The
lawsuit further alleges that the defendants are misleading American Bankers'
shareholders by creating the impression that they have exercised this option
without revealing that the Department has not approved this action. Season's
lawsuit raises substantial issues that go to the very heart of AIG's Form A and
the "competence, experience or integrity of those persons who will control
directly or indirectly the operation of" American Bankers.

         38. Season further believes, and expects to be able to establish after
having opportunity to review the AIG Form A and to conduct discovery, that the
Department should not approve the AIG Form A after conducting its mandatory
review of the factors set forth in Section 628.461(7), both for the reasons set
forth in the federal complaint attached hereto as well as for other reasons.
For example, the Department is required by Section 628.461(7)(j) to ensure that
"[t]he effect of the acquisition of control [of American Bankers by AIG] would
not substantially lessen competition in insurance in this state or would not
tend to create a monopoly therein." Given that AIG is one of the world's
largest sellers of property, casualty and life insurance, there exists a
substantial likelihood that the proposed

                                       18



AIG/American Bankers merger would substantially lessen competition or create a
monopoly in the Florida insurance market.

                               REQUEST FOR RELIEF

         39. Season requests that the Department order that Season be permitted
to intervene in the AIG Form A Proceedings and that the AIG Form A Proceedings
and the Season Form A Proceedings be consolidated and decided simultaneously.

                                            MAIDA, GALLOWAY & NEAL, P.A.


                                            By: /s/ Thomas J. Maida
                                               ------------------------------
                                               Thomas J. Maida
                                               Florida Bar No. 275212
                                               300 East Park Avenue
                                               P.O. Box 1819
                                               Tallahassee, Florida  32302

Of counsel:
       Stephen T. Maher
       Shutts & Bowen
       1500 Miami Center
       201 South Biscayne Boulevard
       Miami, Florida  33131

                                       20