SCHEDULE 14A INFORMATION 
                  PROXY STATEMENT PURSUANT TO SECTION 14(a) 
                    OF THE SECURITIES EXCHANGE ACT OF 1934 

Filed by the Registrant  [ ] 

Filed by a Party other than the Registrant  [X] 

Check the appropriate box: 
 [ ] Preliminary Proxy Statement 
 [ ] Confidential, for Use of the Commission Only (as permitted by Rule 
     14a-6(e)(2)) 
 [X] Definitive Proxy Statement 
 [ ] Definitive Additional Materials 
 [ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 

                    AMERICAN BANKERS INSURANCE GROUP, INC. 

               (Name of Registrant as Specified in Its Charter) 

                             CENDANT CORPORATION 

   (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) 

Payment of Filing Fee (Check the appropriate box): 

 [X] No fee required. 

 [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 
     (1) Title of each class of securities to which transaction applies: 
     (2) Aggregate number of securities to which transaction applies: 
     (3) Per unit price or other underlying value of transaction computed 
         pursuant to Exchange Act Rule 0-11 (set forth the amount on which 
         the filing fee is calculated and state how it was determined): 
     (4) Proposed maximum aggregate value of transactions: 
     (5) Total fee paid. 

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

 [ ] Fee paid previously with preliminary materials. 

 [ ] Check box if any part of the fee is offset as provided by Exchange Act 
     Rule 0-11(a)(2) and identify the filing for which the offsetting fee was 
     paid previously. Identify the previous filing by registration statement 
     number, or the Form or Schedule and the date of its filing. 

     (1) Amount Previously Paid: 

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     (2) Form, Schedule or Registration Statement No.: 

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     (4) Date Filed: 

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                                [Cendant Logo]
 
                                                             February 12, 1998 
 

Dear American Bankers Shareholder: 

 
   On January 28, 1998, Season Acquisition Corp., a wholly-owned subsidiary 
of Cendant Corporation ("Cendant"), commenced a tender offer for 51% of the 
outstanding shares of American Bankers' common stock (including the 
associated preferred stock purchase rights) for $58.00 per common share in 
cash. In addition, Cendant has proposed a tax-free merger of the two 
companies pursuant to which each remaining share of American Bankers common 
stock following the Cendant Offer would be converted into shares of Cendant 
common stock having a value of $58.00 and each outstanding share of American 
Bankers preferred stock would be converted into one share of Cendant 
preferred stock having substantially similar terms. 
 

   As you know, American International Group, Inc. ("AIG") and American 
Bankers have agreed to a merger whereby holders of American Bankers common 
stock would receive for each of their shares AIG common stock and/or cash 
valued at $47.00 and holders of American Bankers preferred stock would 
receive for each of their shares one share of AIG preferred stock having 
substantially similar terms (the "Proposed AIG Merger"). 

   In connection with the Proposed AIG Merger, American Bankers has scheduled 
a special meeting of preferred shareholders to be held at 10:00 a.m., Eastern 
time, on March 4, 1998 and a special meeting of common shareholders to be 
held at 10:00 a.m., Eastern time, on March 6, 1998. Each of these meetings is 
scheduled to be held at the Auditorium of American Bankers' headquarters, 
11222 Quail Roost Drive, Miami, Florida 33157-6696. The American Bankers' 
board of directors is soliciting your vote to approve the Proposed AIG Merger 
at the special meetings. As discussed in the accompanying Proxy Statement, 
our proposal offers a significantly higher dollar value to American Bankers 
shareholders than the Proposed AIG Merger, and is also superior to the 
Proposed AIG Merger in other respects. 

   WE BELIEVE YOU SHOULD VOTE AGAINST THE PROPOSED AIG MERGER BECAUSE: 

   o  The Cendant transaction offers a significantly higher value per 
      American Bankers common share than the Proposed AIG Merger by giving 
      you cash and/or stock with a combined per common share value of $58.00, 
      representing a premium of $11.00 (in excess of 23%) over the Proposed 
      AIG Merger. 

 
   o  American Bankers' shareholders should send a strong message to American 
      Bankers' board of directors that you want to preserve your opportunity 
      to accept the superior value provided by the Cendant Offer. 
 

   You may also want to consider that a Cendant and American Bankers business 
combination would, in our opinion, bring together two excellent companies 
with complementary skills and focus under a strong management team. 

   o  Cendant is the product of the recent combination of CUC International 
      Inc. and HFS Incorporated, creating the world's largest consumer and 
      business services company. It is a $30 billion company, in terms of 
      market capitalization -- one of the 100 largest in the United States. 
      In addition to providing technology-driven, membership based consumer 
      services, residential mortgage services, tax preparation services and 
      multimedia products, Cendant is the world's largest hotel franchisor 
      (with 8 brand names, including Days Inn(Registered Trademark), 
      Ramada(Registered Trademark) (in the United States) and Howard 
      Johnson(Registered Trademark)) and largest real estate brokerage 
      franchisor (operating the Century 21(Registered Trademark), Coldwell 
      Banker(Registered Trademark) and Electronic Realty 
      Associates(Registered Trademark) (ERA(Registered Trademark)) brand 
      systems). All together, Cendant interacts with approximately 170 
      million customers and members around the world, several times each 
      year. 

   o  Cendant's vision for American Bankers is one of exceptional growth and 
      opportunity, which involves utilizing Cendant's distribution channels 
      and customer base as an additional outlet for American Bankers' 
      products and capitalizing on American Bankers' existing relationships 
      with financial institutions and retailers to increase penetration of 
      Cendant's products. 

   o  Cendant is committed to maintaining American Bankers' headquarters in 
      Miami, maintaining all of its major facilities and continuing to employ 
      American Bankers' employees -- and Cendant is willing to include this 
      commitment in an agreement with American Bankers. In contrast, AIG has 
      made no commitment to American Bankers' Florida operations or people 
      and has emphasized the importance of expense savings (which usually 
      involve cutting jobs and facilities) in its decision to acquire 
      American Bankers. 

 
   YOUR VOTE IS ESSENTIAL! IF YOU WANT THE OPPORTUNITY TO CONSIDER THE 
CENDANT OFFER, VOTE AGAINST THE PROPOSED AIG MERGER BY RETURNING THE 
ACCOMPANYING GOLD PROXY CARD TODAY. 
 

   A vote against the Proposed AIG Merger will not obligate you to tender 
your American Bankers shares in the Cendant Offer. It will help give American 
Bankers shareholders an opportunity to decide for themselves whether the 
Cendant Offer is in their best interests. 

 
   We strongly urge you to vote AGAINST the Proposed AIG Merger by signing, 
dating and returning the enclosed GOLD proxy card today. You have the option 
to revoke your proxy at any time, or to vote your shares personally on 
request if you attend the applicable special meeting. Even if you have 
already submitted a proxy card to American Bankers board, it is not too late 
to change your vote by simply signing, dating and returning the GOLD proxy 
card today. 

   We encourage you to read carefully the attached proxy statement before 
submitting a proxy. PROTECT YOUR INTERESTS AND VOTE THE GOLD PROXY CARD 
TODAY. 
 

   Thank you for your consideration and support. 

                                   Sincerely,


 
              /s/ Henry R. Silverman                 /s/ Walter A. Forbes 

              Henry R. Silverman                     Walter A. Forbes 
              President and                          Chairman of the Board 
              Chief Executive Officer 
 

                                  IMPORTANT 

 
  If your shares are held in your own name, please sign, date and return the 
  enclosed GOLD proxy card today. If your shares are held in "Street-Name" 
  only your broker or bank can vote your shares and only upon receipt of your 
  specific instructions. Please return the enclosed GOLD proxy card to your 
  broker or bank and contact the person responsible for your account to 
  ensure that a GOLD proxy is voted on your behalf. 

  Only shareholders of record on January 30, 1998 are entitled to vote at the 
  special meetings. 

  Do not sign any white proxy card you may receive from American Bankers. 
 

       If you have any questions or need assistance in voting your shares,
       please call: 

                          Innisfree M&A Incorporated 
                        501 Madison Avenue, 20th Floor 
                           New York, New York 10022 

                        CALL TOLL-FREE: (888) 750-5834 

                Banks and Brokers call collect: (212) 750-5833 

   THIS PROXY STATEMENT RELATES SOLELY TO THE SOLICITATION OF PROXIES WITH 
RESPECT TO THE PROPOSED AIG MERGER AND IS NEITHER A REQUEST FOR THE TENDER OF 
AMERICAN BANKERS COMMON SHARES NOR AN OFFER TO SELL SHARES OF CENDANT COMMON 
STOCK. THE CENDANT OFFER IS BEING MADE ONLY BY MEANS OF AN OFFER TO PURCHASE 
AND RELATED LETTER OF TRANSMITTAL, WHICH HAVE BEEN SEPARATELY MAILED TO 
AMERICAN BANKERS SHAREHOLDERS. 

 
                   SPECIAL MEETING OF PREFERRED SHAREHOLDERS
                                       OF
                     AMERICAN BANKERS INSURANCE GROUP, INC.
                          TO BE HELD ON MARCH 4, 1998
                                      AND
                     SPECIAL MEETING OF COMMON SHAREHOLDERS
                                       OF
                     AMERICAN BANKERS INSURANCE GROUP, INC.
                          TO BE HELD ON MARCH 6, 1998

                            ------------------------
                                PROXY STATEMENT
                                       OF
                              CENDANT CORPORATION
                            ------------------------

                            SOLICITATION OF PROXIES
                    IN OPPOSITION TO THE PROPOSED MERGER OF
                   AMERICAN BANKERS INSURANCE GROUP, INC. AND
                       AMERICAN INTERNATIONAL GROUP, INC.

   This Proxy Statement and the enclosed GOLD proxy card are furnished by 
Cendant Corporation, a Delaware corporation ("Cendant"), in connection with 
its solicitation of proxies to be used at a special meeting of preferred 
shareholders of American Bankers Insurance Group, Inc., a Florida corporation 
("American Bankers"), to be held at 10:00 a.m., Eastern time, on March 4, 
1998 and at any adjournments, postponements or rescheduling thereof and at a 
special meeting of common shareholders of American Bankers to be held at 
10:00 a.m., Eastern time, on March 6, 1998 and at any adjournments, 
postponements or reschedulings thereof (collectively, the "Special 
Meetings"). Each of the Special Meetings is scheduled to be held at the 
Auditorium of American Bankers' headquarters, 11222 Quail Roost Drive, Miami, 
Florida 33157-6596. Pursuant to this Proxy Statement, Cendant is soliciting 
proxies from holders of shares of the common stock, par value $1.00 per 
share, of American Bankers (the "Common Shares") and holders of shares of the 
$3.125 Series B Cumulative Convertible Preferred Stock of American Bankers 
(the "Preferred Shares" and, together with the Common Shares, the "Shares") 
to vote AGAINST American Bankers' proposal to merge with and into AIGF, Inc., 
a Florida corporation ("AIG Sub") and a wholly owned subsidiary of American 
International Group, Inc., a Delaware corporation ("AIG") (such proposed 
merger, the "Proposed AIG Merger"). American Bankers has fixed January 30, 
1998 as the record date for determining those shareholders who will be 
entitled to vote at the Special Meetings. This Proxy Statement and the 
enclosed proxy are first being sent or given to shareholders of American 
Bankers on or about February 12, 1998. The principal executive offices of 
American Bankers are located at 11222 Quail Roost Drive, Miami, Florida 
33517. 

   On January 28, 1998, Season Acquisition Corp., a New Jersey corporation 
and a wholly owned subsidiary of Cendant ("Cendant Sub"), commenced a tender 
offer (the "Cendant Offer") for 23,501,260 Common Shares (which represent 51% 
of the outstanding Common Shares on a fully diluted basis), including the 
associated preferred stock purchase rights (including any successors thereto, 
the "Rights") issued pursuant to the Rights Agreement, dated as of February 
24, 1988, as amended and restated as of November 14, 1990, between American 
Bankers and ChaseMellon Shareholder Services, L.L.C., as successor Rights 
Agent (as such agreement may be further amended and including any successor 
agreement, the "Rights Agreement"), at a price of $58.00 per Common Share, 
net to the seller in cash, without interest thereon. The terms and conditions 
of the Cendant Offer are set forth in an Offer to Purchase (the "Cendant 
Offer to Purchase") which has been included as an exhibit to a Schedule 14D-1 
filed by Cendant with the Securities and Exchange Commission (the "SEC") on 
January 27, 1998. The Cendant Offer of $58.00 per Common Share represents a 
premium of $11.00 (in excess of 23%) over the per Common Share value of AIG's 
49.9% cash and 50.1% stock proposal. Shareholders are referred to the Cendant 
Offer to Purchase for a more detailed description of the terms and conditions 
of the Cendant Offer. 
 

                                1           

 
   Pursuant to the terms of the Rights Agreement, the Rights expire on March 
10, 1998 unless earlier redeemed by American Bankers. In the definitive 
agreement regarding the Proposed AIG Merger (including all amendments 
thereto, the "AIG Merger Agreement"), American Bankers has agreed that upon 
request of AIG, it will take all actions necessary to extend the terms of the 
Rights Agreement or to enter into a new Rights Agreement. In connection with 
the execution of the AIG Merger Agreement, American Bankers rendered the 
Rights inapplicable to the Proposed AIG Merger. In addition, American Bankers 
has amended the Rights Agreement and resolved to provide that the 
commencement of the Cendant Offer would not trigger the occurrence of a 
"Distribution Date" (as defined in the Rights Agreement). Under the Rights 
Agreement, until the occurrence of a Distribution Date, the Rights are 
evidenced by, and are transferred with, the Common Shares. As a result of the 
two-for-one split in the Common Shares on September 12, 1997, one-half of one 
right is associated with each Common Share. Unless the Rights are redeemed, 
shareholders will be required to tender one-half of one Right for each Common 
Share tendered in the Cendant Offer. If separate certificates for the Rights 
are not issued, a tender of Common Shares will also constitute a tender of 
the associated Rights. The Rights Agreement, if not invalidated, may make the 
acquisition of Common Shares pursuant to the Cendant Offer impracticable 
unless the Rights Agreement expires prior to the consummation of the Cendant 
Offer or American Bankers' Board of Directors redeems the Rights or amends 
the Rights Agreement to provide that it is not applicable to the Cendant 
Offer. 

   The purpose of the Cendant Offer and the proposed second step merger is to 
enable Cendant to acquire control of, and ultimately the entire equity 
interest in, American Bankers. The Cendant Offer, as the first step in the 
acquisition of American Bankers, is intended to facilitate the acquisition of 
a majority of the outstanding Common Shares. Cendant is seeking to negotiate 
with American Bankers a definitive merger agreement pursuant to which 
American Bankers would, as soon as practicable following consummation of the 
Cendant Offer, consummate a merger with and into a direct wholly owned 
subsidiary of Cendant with such subsidiary continuing as the surviving 
corporation (the "Proposed Cendant Merger"). In the Proposed Cendant Merger, 
each Common Share then outstanding (other than Common Shares owned by Cendant 
or any of its wholly owned subsidiaries, Common Shares held in the treasury 
of American Bankers, and if shareholder appraisal rights are available under 
Florida law with respect to Common Shares, Common Shares held by shareholders 
who perfect such appraisal rights) would be converted into the right to 
receive that number of shares of common stock, par value $.01 per share, of 
Cendant ("Cendant Common Stock") having a value equal to the price per Common 
Share paid pursuant to the Cendant Offer (as determined as of the time of the 
Proposed Cendant Merger which, consistent with the valuation methodology for 
the Proposed AIG Merger, would be based on the average closing prices of the 
Cendant Common Stock on the New York Stock Exchange for the ten trading days 
ending on the third trading day prior to the date that the Proposed Cendant 
Merger is consummated). In addition, pursuant to the Proposed Cendant Merger, 
each of the then outstanding Preferred Shares would be converted into one 
share of a new series of convertible preferred stock of Cendant having 
substantially similar terms, except that such shares would be convertible 
into shares of Cendant Common Stock in accordance with the terms of the 
Preferred Shares. 

CONDITIONS TO THE CENDANT OFFER 
 

   The Cendant Offer is conditioned upon, among other things, (i) there being 
validly tendered and not withdrawn prior to the expiration of the Cendant 
Offer a number of Common Shares which, together with Shares owned by Cendant 
and Cendant Sub, constitute at least 51% of the Common Shares outstanding on 
a fully diluted basis, (ii) the affiliated transaction provisions of Florida 
law being inapplicable to the Proposed Cendant Merger, (iii) the control 
share acquisition provisions of Florida law continuing to be inapplicable to 
the acquisition of Common Shares pursuant to the Cendant Offer, (iv) the 
purchase of Common Shares pursuant to the Cendant Offer having been approved 
for purposes of rendering the supermajority vote requirement of American 
Bankers' Articles of Incorporation inapplicable to Cendant and Cendant Sub, 
(v) the Rights having been redeemed by American Bankers' Board of Directors 
or having been invalidated or otherwise rendered inapplicable to the Cendant 
Offer and the Proposed Cendant Merger, (vi) the AIG Lockup Option (as defined 
below) having been terminated or invalidated without any Common Shares having 
been issued thereunder, and (vii) Cendant and Cendant Sub having 

                                2           

 
obtained all insurance regulatory approvals necessary for their acquisition 
of control over American Bankers' insurance subsidiaries on terms and 
conditions satisfactory to Cendant Sub, in its reasonable discretion. See the 
Introduction and Section 14 of the Cendant Offer to Purchase. 

   As described in the Cendant Offer to Purchase, the conditions described in 
clauses (ii) and (iv) above would be satisfied upon approval by American 
Bankers' Board of Directors of the Cendant Offer and the Proposed Cendant 
Merger. Under American Bankers' By-laws, the Florida control share 
acquisition statute is not applicable to American Bankers. Accordingly, the 
condition described in clause (iii) above will continue to be satisfied 
unless American Bankers amends its By-laws and elects to have the Florida 
control share acquisition statute apply to control share acquisitions of 
American Bankers' shares. 

   Under the terms of the Rights Agreement, American Bankers' Board of 
Directors has the ability to redeem the Rights at a price of $.01 per Right 
(the "Redemption Price") or to otherwise make the Rights inapplicable to the 
Cendant Offer and the Proposed Cendant Merger, thereby satisfying the 
condition described in clause (v) above relating to the Rights (the "Rights 
Condition"). However, American Bankers has agreed in the AIG Merger Agreement 
not to facilitate any effort or attempt to make or implement an acquisition 
proposal, which would include the Cendant Offer, including by means of an 
amendment to the Rights Agreement. Notwithstanding the foregoing, American 
Bankers has amended the Rights Agreement and resolved to provide that the 
commencement of the Cendant Offer would not trigger the occurrence of a 
Distribution Date. 

   Cendant believes that under applicable law and under the circumstances of 
the Cendant Offer, including the approval of American Bankers' Board of 
Directors of the AIG Merger Agreement and the transactions contemplated 
thereby, American Bankers' Board of Directors is obligated by its fiduciary 
responsibilities not to redeem the Rights or render the Rights Agreement 
inapplicable to any business transaction by AIG without, at the same time, 
taking the same action as to Cendant, the Cendant Offer and the Proposed 
Cendant Merger, and that American Bankers Board's failure to do so would be a 
violation of law. Cendant has commenced litigation against American Bankers, 
substantially all of the members of American Bankers' Board of Directors, AIG 
and AIG Sub in the United States District Court for the Southern District of 
Florida, Miami Division (the "Florida Litigation") seeking to enjoin American 
Bankers from treating AIG and Cendant differently under the Rights Agreement. 
In addition, Cendant is seeking to invalidate the AIG Lockup Option in the 
Florida Litigation. See "CERTAIN LITIGATION." 

   While Cendant believes its claims in the Florida Litigation are 
meritorious, there can be no assurance that it will prevail in such 
litigation. If Cendant were to prevail in the Florida Litigation and American 
Bankers was compelled to redeem the Rights or otherwise render the Rights 
inapplicable to the Cendant Offer and the Proposed Cendant Merger, the Rights 
Condition would be satisfied. Immediately upon the action of American 
Bankers' Board of Directors ordering a redemption of the Rights, the Rights 
would terminate, and the only rights to which the holders of Rights would be 
entitled would be the right to receive the Redemption Price. 
 

   If the Rights Condition is not satisfied and Cendant Sub elects, in its 
sole discretion, to waive such condition and consummate the Cendant Offer, 
and if there are outstanding Rights which have not been acquired by Cendant 
Sub, Cendant Sub will evaluate its alternatives. Such alternatives could 
include purchasing additional Rights in the open market, in privately 
negotiated transactions, in another tender or exchange offer or otherwise. 
Any such additional purchase of Rights could be for cash or other 
consideration. Under such circumstances, the Proposed Cendant Merger might be 
delayed or abandoned as impracticable. 

 
   There can be no assurance as to the timing of satisfaction of the 
conditions to the Cendant Offer, as many of them are within the control of 
American Bankers' Board of Directors which, as described below, is 
purportedly restricted in its ability to negotiate with Cendant or terminate 
the AIG Merger Agreement. However, Cendant intends to vigorously pursue its 
claims in the Florida Litigation as expeditiously as possible and to attempt 
to ensure that further steps toward consummation of the Proposed AIG Merger 
are not taken until the takeover defenses and other impediments approved or 
adopted by American Bankers' Board of Directors or otherwise within the 
control of American Bankers' Board--such as the 
 
                                       3           


 
Rights Agreement, the AIG Lockup Option (as defined below), the Fiduciary 
Sabbatical Provision (as defined below), the Termination Fee (as defined 
below), the 180-Day No Termination Provision (as defined below), the 
supermajority vote requirement of American Bankers' Articles of Incorporation 
and the Florida affiliated transaction statute--are invalidated, enjoined or 
otherwise rendered inapplicable to Cendant and the Cendant Offer. By voting 
against the Proposed AIG Merger, shareholders can demonstrate their support 
for the proposed combination of American Bankers and Cendant. A vote against 
the Proposed AIG Merger moves all American Bankers shareholders closer to 
being able to benefit from the Cendant Offer. Absent the various takeover 
defenses and other impediments described above, Cendant believes that there 
is no reason why the Cendant Offer could not close as swiftly as the Proposed 
AIG Merger. 

   While Cendant is committed to helping American Bankers' shareholders 
realize the significantly higher value of the Cendant transaction, until the 
conditions to the Cendant Offer are satisfied, Cendant will not purchase 
Common Shares pursuant thereto. Accordingly, a vote against the Proposed AIG 
Merger could leave American Bankers' shareholders without a viable 
alternative for an acquisition of American Bankers until such time as the 
conditions to the Cendant Offer are satisfied. If the conditions to the 
Cendant Offer are not satisfied by 12:00 Midnight, New York City time, on 
February 25, 1998 (the scheduled expiration of the Cendant Offer), Cendant 
currently intends to extend the expiration date of the Cendant Offer. 
 

OVERVIEW OF PROPOSED AIG MERGER 

   According to the Current Report on Form 8-K filed by American Bankers with 
the SEC on January 13, 1998 (the "American Bankers January 13 Form 8-K"), 
American Bankers entered into the AIG Merger Agreement with AIG and AIG Sub 
on December 21, 1997 and subsequently amended and restated such agreement as 
of January 7, 1998. The AIG Merger Agreement provides that, following the 
satisfaction or waiver of certain conditions, American Bankers would 
consummate the Proposed AIG Merger. Pursuant to the Proposed AIG Merger, each 
outstanding Common Share would be converted, based upon elections made by the 
respective holders and subject to certain limitations, into the right to 
receive (i) $47.00 in cash, without interest, (ii) a portion of a share of 
common stock, par value $2.50 per share, of AIG (the "AIG Common Stock") with 
a value equal to $47.00 (as determined based on the average closing prices of 
the AIG Common Stock on the New York Stock Exchange for the ten trading days 
ending on the third trading day prior to the date that the Proposed AIG 
Merger is consummated) or (iii) in certain circumstances, a combination of 
cash and shares of AIG Common Stock with an aggregate value equal to $47.00. 
In addition, pursuant to the Proposed AIG Merger, each of the then 
outstanding Preferred Shares would be converted into one share of AIG 
preferred stock having substantially similar terms, except that such 
preferred stock would be convertible into shares of AIG Common Stock. 

   The obligations of AIG and American Bankers to effect the Proposed AIG 
Merger are subject to various conditions, including the approval of the 
Proposed AIG Merger by the holders of at least a majority of the outstanding 
Common Shares voting separately as a class and by the holders of a least a 
majority of the outstanding Preferred Shares voting separately as a class 
(the "Preferred Shareholder Approval") and the receipt of all required 
regulatory consents, registrations, approvals, permits and authorizations. In 
the event that the Preferred Shareholder Approval is not obtained or AIG 
reasonably determines that such approval is not likely to be obtained, the 
AIG Merger Agreement provides that the AIG Merger Agreement would be amended 
to change the structure of the Proposed AIG Merger such that AIG Sub would 
merge with and into American Bankers with American Bankers continuing as the 
surviving corporation. Upon consummation of such revised Proposed AIG Merger, 
the Preferred Shares would remain outstanding pursuant to their existing 
terms (except that they would be convertible into shares of AIG Common 
Stock). Unlike the Proposed AIG Merger initially contemplated in the AIG 
Merger Agreement, the revised Proposed AIG Merger would not require any 
approval of holders of Preferred Shares and would be a fully taxable 
transaction, with the result that holders of Common Shares would pay federal 
income tax on all consideration, whether cash or shares of AIG Common Stock, 
that they received in the revised Proposed AIG Merger to the extent of any 
gain they may have on their Common Shares. 

                                4           

   In connection with the execution of the AIG Merger Agreement, American 
Bankers and AIG entered into an option agreement (the "AIG Lockup Option 
Agreement") pursuant to which American Bankers granted to AIG an option (the 
"AIG Lockup Option"), exercisable in certain events, to purchase up to 
approximately 8,265,626 Common Shares (which represented 19.9% of the 
outstanding number of Common Shares at the time the AIG Lockup Option 
Agreement was entered into) at an exercise price of $47.00 per Common Share, 
subject to adjustment as set forth therein. The AIG Lockup Option may not be 
exercised prior to AIG's receipt of applicable regulatory approvals, 
including insurance regulatory approvals. 

 
   In the AIG Merger Agreement, American Bankers has agreed to a provision 
(the "Fiduciary Sabbatical Provision") which provides that American Bankers 
and its subsidiaries, officers, directors, employees, agents and 
representatives will not, directly or indirectly, initiate, solicit, 
encourage or otherwise facilitate any inquiries or the making of any proposal 
or offer with respect to a merger, reorganization, share exchange, 
consolidation or similar transaction involving, or any purchase of 15% or 
more of the assets or any equity securities of, American Bankers or any of 
its subsidiaries (an "Acquisition Proposal"), except that, after 120 days 
have elapsed from the date of the AIG Merger Agreement and if the Proposed 
AIG Merger shall not have been approved by the requisite vote of American 
Bankers' shareholders by such date, American Bankers may, in certain limited 
circumstances, engage in negotiations or discussions with any person who has 
made an unsolicited bona fide superior Acquisition Proposal. In addition, in 
the AIG Merger Agreement, American Bankers agreed to a provision (the 
"180-Day No Termination Provision") that if a superior Acquisition Proposal 
was made, American Bankers would not be able to terminate the AIG Merger 
Agreement in order to accept such proposal prior to 180 days from the date of 
execution of the AIG Merger Agreement. 
 

   In addition, the AIG Merger Agreement provides that under certain 
circumstances in which the AIG Merger Agreement is terminated, American 
Bankers will have an obligation to pay a cash fee of $66 million to AIG (the 
"AIG Termination Fee"). However, pursuant to the terms of the AIG Lockup 
Option Agreement, AIG's total profit under the AIG Lockup Option (including 
the amount of the AIG Termination Fee) is limited to $66 million. 

   In connection with the execution of the AIG Merger Agreement, AIG has 
entered into a Voting Agreement (the "AIG Voting Agreement") with R. Kirk 
Landon, Chairman of the Board of American Bankers, and Gerald N. Gaston, Vice 
Chairman, President and Chief Executive Officer of American Bankers, pursuant 
to which Messrs. Landon and Gaston have agreed (i) to vote the approximately 
8.2% of the outstanding Common Shares beneficially owned by them (A) in favor 
of adopting the AIG Merger Agreement and approving the Proposed AIG Merger 
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 Proposed AIG Merger, and (ii) upon request, to 
grant to AIG an irrevocable proxy with respect to such Common Shares. 

   The foregoing description of the Proposed AIG Merger is qualified in its 
entirety by reference to the full text of the AIG Merger Agreement, the AIG 
Lockup Option Agreement and the AIG Voting Agreement, copies of which have 
been filed with the SEC as exhibits to the American Bankers January 13 Form 
8-K. For additional information concerning American Bankers, AIG and the 
Proposed AIG Merger, including the material terms thereof and financial 
information relating thereto, reference is made to the Proxy 
Statement/Prospectus of American Bankers and AIG, dated as of January 30, 
1998, mailed to American Bankers' shareholders in connection with the Special 
Meetings (the "Proxy Statement/ Prospectus"). 

   The purpose of the solicitation made by this Proxy Statement is to enable 
American Bankers shareholders to decide for themselves which proposal is 
financially superior and to act accordingly. 

   Cendant stands ready to enter into immediate negotiations with American 
Bankers concerning a superior alternative to the Proposed AIG Merger. The 
Cendant Offer also constitutes an invitation to the Board of Directors of 
American Bankers to enter into merger negotiations with Cendant. 

                                5           

                                  IMPORTANT 

 
    IF YOU WANT THE CENDANT OFFER TO SUCCEED, WE URGE YOU TO PROMPTLY SIGN, 
  DATE AND MAIL THE ENCLOSED GOLD PROXY TO VOTE AGAINST THE PROPOSED AIG 
  MERGER. 

    REJECTION OF THE PROPOSED AIG MERGER WILL BE AN IMPORTANT STEP IN 
  SECURING THE SUCCESS OF THE CENDANT OFFER. HOWEVER, YOU MUST TENDER YOUR 
  COMMON SHARES PURSUANT TO THE CENDANT OFFER IF YOU WISH TO PARTICIPATE IN 
  THE CENDANT OFFER. YOUR VOTE AGAINST THE PROPOSED AIG MERGER DOES NOT 
  OBLIGATE YOU TO TENDER YOUR COMMON SHARES PURSUANT TO THE CENDANT OFFER. 

    EVEN IF YOU HAVE ALREADY SENT A PROXY TO THE BOARD OF DIRECTORS OF 
  AMERICAN BANKERS, YOU HAVE EVERY RIGHT TO CHANGE YOUR VOTE. YOU MAY REVOKE 
  THAT PROXY AND VOTE AGAINST THE PROPOSED AIG MERGER BY SIGNING, DATING AND 
  MAILING THE ENCLOSED GOLD PROXY IN THE ENCLOSED ADDRESSED ENVELOPE. NO 
  POSTAGE IS NECESSARY IF YOUR PROXY IS MAILED IN THE UNITED STATES. 
 

   THIS PROXY STATEMENT IS NEITHER A REQUEST FOR THE TENDER OF COMMON SHARES 
NOR AN OFFER WITH RESPECT THERETO. SUCH AN OFFER WITH RESPECT TO COMMON 
SHARES IS MADE ONLY THROUGH THE CENDANT OFFER TO PURCHASE. 

                                6           

                       BACKGROUND OF THE CENDANT OFFER 

   Over the past several years, representatives of Cendant (formerly known as 
CUC International Inc., "CUC"), including John H. Fullmer, Cendant's 
Executive Vice President and Chief Marketing Officer, and representatives of 
American Bankers, including Gerald N. Gaston, American Bankers' Vice 
Chairman, President and Chief Executive Officer, met on various occasions to 
discuss possible strategic marketing alliances. At a meeting in May 1997, Mr. 
Fullmer and Mr. Gaston met and discussed CUC's interest in acquiring American 
Bankers and the existence of certain financial issues relating to a possible 
combination. 

   In the Summer of 1997, representatives of HFS Incorporated ("HFS") 
separately identified American Bankers as a possible acquisition candidate. 
HFS's interest in American Bankers increased as a result of its decision to 
acquire Providian Auto & Home Insurance Company and its property and casualty 
subsidiaries, which predominately market personal automobile insurance 
through direct marketing channels. 

   During the course of planning for the then-pending merger of CUC and HFS, 
their mutual interest in American Bankers was identified and scheduled to be 
pursued following completion of the merger. 

   On December 3, 1997, a significant shareholder of American Bankers 
indicated to the Senior Vice President -- Acquisitions of HFS that it 
believed American Bankers was considering a sale transaction. This 
information was conveyed to Mr. Fullmer, who attempted on several occasions 
to contact Mr. Gaston to inquire as to its validity. 

   Mr. Fullmer ultimately spoke with Mr. Gaston in mid-December 1997 and 
described the merger of CUC and HFS which created Cendant and emphasized that 
the resulting size and scale of Cendant had eliminated the financial issues 
relating to an acquisition of American Bankers which they had previously 
discussed. Mr. Fullmer inquired whether American Bankers was actively engaged 
in discussions relating to an acquisition, and indicated that, if American 
Bankers was so engaged, representatives of Cendant would like to meet 
immediately with American Bankers' representatives to discuss Cendant's 
strong interest in exploring such a transaction. In response to Mr. Gaston's 
assurances that American Bankers was not actively engaged in acquisition 
discussions, Mr. Fullmer agreed to forward to Mr. Gaston information 
regarding Cendant and to contact Mr. Gaston to schedule a meeting in early 
January to discuss a possible acquisition transaction. 

   On December 22, 1997, American Bankers and AIG announced that they had 
entered into the AIG Merger Agreement contemplating the Proposed AIG Merger 
and had entered into the AIG Lockup Option Agreement, and that certain 
shareholders of American Bankers had entered into the AIG Voting Agreement 
with AIG. 

   Following a series of meetings among representatives of Cendant and 
Cendant's outside financial advisors and legal counsel and a meeting of 
Cendant's Executive Committee, on January 26, 1998 Cendant's Board of 
Directors (the "Cendant Board") met to review its strategic options in light 
of the announcement of the Proposed AIG Merger. Because the Cendant Board 
believes that a combination of Cendant and American Bankers would offer 
compelling benefits to both companies, their shareholders and their other 
constituencies, it determined that Cendant should make a competing offer for 
American Bankers. 

   On January 27, 1998, Cendant announced its intention to commence the 
Cendant Offer, to be followed by the Proposed Cendant Merger. Also on January 
27, 1998, Cendant and Cendant Sub commenced the Florida Litigation. On the 
same day, Cendant sent the following letter to American Bankers' Board of 
Directors: 

                                7           

                                                              January 27, 1998 

Board of Directors 
American Bankers Insurance Group, Inc. 
11222 Quail Roost Drive 
Miami, Florida 33157 

Attention: Mr. R. Kirk Landon, Chairman 

Dear Members of the Board: 

   On behalf of Cendant Corporation we are pleased to submit a proposal to 
acquire American Bankers Insurance Group, Inc. for $58 per common share 
payable in cash and stock. Our proposal, representing a premium of $11 (in 
excess of 23%) over the value of American International Group's proposal, is 
demonstrably superior to the AIG proposed transaction. 

   Several months ago one of our senior executives had discussed with Mr. 
Gaston our interest in pursuing a business combination with American Bankers. 
As recently as December, in response to our inquiry as to whether American 
Bankers was engaged in discussions relating to an acquisition and to our 
expression of Cendant's strong interest in exploring such a transaction with 
American Bankers, Mr. Gaston said that American Bankers was not pursuing any 
acquisition transaction, and suggested that he meet with our senior executive 
in early January to discuss the matter further. In view of this, it is 
particularly disappointing that we were not made aware that American Bankers 
was interested in pursuing acquisition proposals, and, accordingly, we did 
not have the opportunity to submit an offer prior to the announcement of your 
proposed transaction with AIG. 

   We would have liked to discuss our proposal directly with you. However, 
the terms of Section 6.2 of your agreement with AIG purport to prohibit 
discussions with us or any other party until 120 days following the date of 
such agreement, at which time, as both you and AIG have publicly stated, the 
acquisition of American Bankers by AIG likely will have been completed, 
making any discussions between us irrelevant. We believe this is an 
extraordinary measure and raises questions about whether it is in the best 
interests of American Bankers' shareholders. 

   Accordingly, we will be commencing promptly a cash tender offer directly 
to American Bankers' shareholders for 51% of American Bankers' shares at a 
price of $58 per common share to be followed by a second step merger in which 
shares of Cendant common stock with a fixed value of $58 per share will be 
exchanged on a tax-free basis for the balance of American Bankers' common 
stock and each share of American Bankers' preferred stock will be converted 
into one share of Cendant preferred stock having substantially similar terms, 
except that such shares will be convertible into shares of Cendant common 
stock calculated in accordance with the terms of the American Bankers' 
preferred stock. 

   The provisions in your agreement with AIG include highly unusual and 
restrictive conditions which, in fact, represent a virtual forfeiture of the 
Board's fundamental mandate of protecting the interests of shareholders. 
Accordingly, we have today commenced litigation in federal court in Miami to 
ensure that your shareholders will have the opportunity to consider our offer 
and to assist your board in fulfilling its fiduciary obligations and to 
resolve certain other issues. 

   Although we have determined that it is both necessary and appropriate, 
under the circumstances, to commence our cash tender offer and litigation, 
our strong preference would be to enter into a merger agreement with you 
containing substantially the same terms and conditions (other than price and 
inappropriate terms) as your proposed transaction with AIG. 

   In addition to its significant economic superiority, the merits and the 
strategic value of the combination of Cendant and American Bankers are 
compelling. Cendant (NYSE:CD) is the product of the recent combination of CUC 
International Inc. and HFS Incorporated, creating the world's largest 
consumer and business services company. Cendant interacts with approximately 
170 million customers and members around the world, several times each year. 
Cendant is investment grade rated and has a market value of approximately $30 
billion. Cendant's 1997 revenues and net income are estimated by 

                                8           

Wall Street analysts at approximately $5.1 billion and $900 million, 
respectively. Cendant has recently announced its acquisition of Providian 
Direct, a direct marketer of automobile insurance. Under separate cover, we 
have sent a copy of the proxy statement for the merger that created Cendant. 

   Cendant's vision for American Bankers is one of exceptional growth and 
opportunity, which involves utilizing Cendant's distribution channels and 
customer base as an outlet for American Bankers' products and capitalizing on 
American Bankers' existing relationships with financial institutions and 
retailers to increase penetration of Cendant's products. Consistent with this 
vision, and Cendant's past strategic acquisition practices, Cendant would 
expect American Bankers' management to continue with the company, would not 
expect significant employment reductions and would expect American Bankers to 
continue to maintain its headquarters in Miami. 

   The price we are offering in our proposal clearly provides significantly 
greater value to your shareholders than the proposed transaction with AIG. It 
would also benefit Cendant's shareholders and be accretive to earnings within 
the first year. Our proposal is not subject to any due diligence or financing 
condition and the funds for the cash portion of our offer are available from 
existing cash resources and under our credit facilities. In addition, 
Cendant, having acquired control of insurers in the past, is extremely 
familiar with the insurance regulatory process, has obtained approvals of the 
type required to implement this proposal and will be able to complete our 
proposed transaction on a timely basis. 

   Accordingly, we strongly believe that you are obligated by principles of 
fiduciary duty to consider and accept our proposal. Consistent with your 
clear fiduciary duties, we expect you will provide us with at least the same 
information you furnished to AIG in the course of your discussions and 
negotiations with them and that you will discuss and negotiate with us the 
details of our proposal. In addition, you should take whatever other actions 
are reasonably necessary or appropriate so that we may operate on a level 
playing field with AIG and any other companies which may be interested in 
acquiring American Bankers. 

   Our Board of Directors is fully supportive of our proposal and has 
unanimously authorized and approved it and no other Cendant approval is 
required for this transaction. Consistent with our Board of Directors' 
action, we and our advisors stand ready to meet with you and your advisors at 
your earliest convenience. We want to stress that we are flexible as to all 
aspects of our proposal and are anxious to proceed to discuss and negotiate 
it with you as soon as possible. 

   Should you find it helpful to do so in connection with reviewing and 
considering our proposal, you and your advisors should feel free to contact 
our outside advisors: Steven B. Wolitzer of Lehman Brothers and Jack Levy of 
Merrill Lynch & Co., our financial advisors, and David Fox of Skadden, Arps, 
Slate, Meagher & Flom LLP, our legal counsel. 

   Personally and on behalf of our colleagues at Cendant, we look forward to 
hearing from you soon and working with you on our proposal. 

                             Sincerely, 

                             /s/ Henry R. Silverman      /s/ Walter A. Forbes 
                             Henry R. Silverman          Walter A. Forbes 
                             President and               Chairman 
                              Chief Executive 
                              Officer 
 
cc: All Directors 

                                9           


   On January 28, 1998, Cendant Sub commenced the Cendant Offer. 

   On February 2, 1998, Cendant and Cendant Sub filed certain motions with 
the Florida Department of Insurance in connection with Cendant and Cendant 
Sub's insurance regulatory application. See "CERTAIN LITIGATION." 

 
   On February 3, 1998, Cendant sent the following letter to American 
Bankers' Board of Directors: 
 

                                                              February 3, 1998 

Board of Directors 
American Bankers Insurance Group, Inc. 
11222 Quail Roost Drive 
Miami, Florida 33157 

Attention: Mr. R. Kirk Landon, Chairman 

Dear Members of the Board: 

   We appreciate that you find yourselves in a difficult position since the 
AIG contract purports to eliminate your ability to reply to any party 
interested in acquiring your company for 120 days following your agreement to 
sell it to AIG. Thus, we recognize that you may believe you are not able to 
reply to this letter. Nevertheless, we felt it important to make clear to you 
our position on certain matters of importance to you, your company and its 
shareholders. 

   It is regrettable that AIG's acquisition agreement places you in this 
untenable position; it does not appear that AIG is prepared to adjust its 
agreement to address your current circumstances. Our litigation is intended 
to offer you and your shareholders relief from this quandary, and to free you 
as board members to pursue the best interests of your shareholders. We want 
to assure you that our goals in this litigation are not punitive. We 
understand that to be unable to react to new facts and new opportunities 
would be deeply frustrating for any board -we hope that soon you will be 
able to regain control of your situation. 

   Despite the agreement with AIG, we believe you still retain several tools 
to advance your shareholders' best interests. It is never too late for you to 
put forward a revised recommendation based on the most recent facts and the 
most recent opportunities for your shareholders. We believe your shareholders 
would respect and applaud your flexibility and responsiveness. 

   We urge you to take advantage of these opportunities and to communicate to 
your shareholders that you are committed to advancing their interests, and to 
demonstrate that you recognize events have changed matters and that you are 
working to maximize shareholder value. 

   We would also like to clearly address one point that we believe has not 
been adequately discussed in the press: our commitment to Florida and to your 
company. We will maintain the company's headquarters in Miami. We do not plan 
to close any major facilities or dismiss their employees. We believe your 
company has built a remarkable franchise in its industry and we will be very 
careful not to jeopardize this asset. We believe this commitment to your 
community and to your people is much stronger than that of AIG. The insurance 
expertise of American Bankers' people and the insurance infrastructure of the 
company are clearly an asset that Cendant values highly. Hence our ability to 
make this commitment to you which we would include in an agreement with you 
offering real protection to your people Our premise in making our acquisition 
proposal is the promise of business growth at American Bankers, not expense 
reduction. 

   We believe our proposed commitments are materially better than AIG's vague 
"statement of intent" with respect to your Florida headquarters and the 
absence in AIG's agreement of any guarantees regarding the continued 
employment of your people or maintenance of existing operations. The 
information in AIG's proxy statement indeed leads us to suspect they could 
not make these commitments. In particular, AIG's constant focus on expense 
savings in all of your discussions (page 21 -- 22) indicates 

                               10           

that consolidating ABI's insurance infrastructure into AIG is vital to its 
investment thesis. It is certainly telling that in July Mr. Greenberg thought 
your historical results and current cost structure made a transaction 
"unlikely." After receiving detailed analysis of the synergies and expense 
savings AIG could reap (p. 22), he switched to "serious interest" in 
September. As leaders of one of the largest service companies in the world, 
we know of only one way to swiftly cut expenses in a service business -- 
close offices, reduce headcount. 

   Again, we would like to reemphasize there is no reason why our merger 
would not close swiftly. Our regulatory filings in your six domicile states 
are complete -we have already been approved to write insurance in several 
states and are familiar with the requirements. And funds continue to be fully 
available to quickly complete a transaction. 

   Again, we would prefer to engage in a direct dialogue with you. Your track 
record as a board and as individuals gives us confidence that you would 
quickly come to understand our vision of the opportunities that the joining 
of our two companies could realize. We believe, however, that upon 
consideration of the facts -the superior value and the compelling benefits 
of this combination -that your shareholders and you, their board, will soon 
be able to recognize that joining with Cendant is in everyone's long-term 
best interest and that you will ultimately decide in favor of our proposal. 

                      Sincerely, 

                      /s/ Henry R. Silverman              /s/ Walter A. Forbes
                      Henry R. Silverman                  Walter A. Forbes    
                      President and                       Chairman            
                      Chief Executive Officer             

 
   On February 7, 1998, Cendant sent a letter to the members of American 
Bankers' Board of Directors conveying certain background information relating 
to Cendant and its management. 

   On February 11, 1998, Cendant and Cendant Sub filed certain motions with 
the Arizona Department of Insurance in connection with Cendant and Cendant 
Sub's insurance regulatory application. See "CERTAIN LITIGATION." 
 

                               11           

 
                           REASONS TO VOTE AGAINST 
                           THE PROPOSED AIG MERGER 
 

   Cendant urges you to vote your Shares AGAINST the Proposed AIG Merger for 
the following reasons: 

o       A VOTE AGAINST THE PROPOSED AIG MERGER ALLOWS YOU THE OPPORTUNITY TO 
        RECEIVE GREATER VALUE FOR YOUR SHARES. 

 
   The Cendant Offer would provide $58.00 per Common Share in cash and in the 
Proposed Cendant Merger each remaining Common Share would be converted into 
the number of shares of Cendant Common Stock having a value of $58.00 (as 
determined as of the time of the Proposed AIG Merger which, consistent with 
the valuation methodology for the Proposed AIG Merger, would be based on the 
average closing prices of the Cendant Common Stock on the New York Stock 
Exchange for the ten trading days ending on the third trading day prior to 
the date that the Proposed Cendant Merger is consummated), representing a 
premium of $11.00 (in excess of 23%) over the per Common Share value of the 
Proposed AIG Merger. 
 

o       A VOTE AGAINST THE PROPOSED AIG MERGER SENDS A STRONG MESSAGE TO 
        AMERICAN BANKERS' BOARD OF DIRECTORS THAT YOU WANT TO PRESERVE YOUR 
        OPPORTUNITY TO ACCEPT THE CENDANT OFFER, WHICH HAS SIGNIFICANTLY 
        GREATER FINANCIAL VALUE THAN THE PROPOSED AIG MERGER. 

 
   By voting against the Proposed AIG Merger, shareholders can demonstrate 
their support for the proposed combination of American Bankers and Cendant. A 
vote against the Proposed AIG Merger moves all American Bankers shareholders 
closer to being able to benefit from the Cendant Offer. 

o       A VOTE AGAINST THE PROPOSED AIG MERGER ALSO SENDS A STRONG MESSAGE TO 
        AMERICAN BANKERS' BOARD OF DIRECTORS THAT YOU ARE NOT WILLING TO 
        JEOPARDIZE THE REMARKABLE FRANCHISE WHICH AMERICAN BANKERS HAS BUILT 
        IN ITS INDUSTRY. 
 

   While AIG has only made vague statements regarding American Bankers' 
Florida headquarters and the continued employment of its personnel, Cendant 
is committed in maintaining American Bankers' headquarters in Miami, 
maintaining all of its major facilities and continuing to employ American 
Bankers' employees -and Cendant is willing to include this commitment in an 
agreement with American Bankers. The insurance expertise of American Bankers' 
people and the insurance infrastructure of the company are clearly an asset 
that Cendant values highly. Cendant wants to grow and strengthen the American 
Bankers business, not simply extract financial windfalls primarily through 
expense reduction. 

   A vote against the Proposed AIG Merger will not obligate you to tender 
your Common Shares pursuant to the Cendant Offer. If American Bankers 
shareholders approve the Proposed AIG Merger, it is likely that the Proposed 
AIG Merger will be consummated. 

 
   While Cendant is committed to helping American Bankers' shareholders 
realize the significantly higher value of the Cendant transaction, until the 
conditions to the Cendant Offer are satisfied, Cendant will not purchase 
Common Shares pursuant thereto. Accordingly, a vote against the Proposed AIG 
Merger could leave American Bankers' shareholders without a viable 
alternative for an acquisition of American Bankers until such time as the 
conditions to the Cendant Offer are satisfied. If the conditions to the 
Cendant Offer are not satisfied by 12:00 Midnight, New York City time, on 
February 25, 1998 (the scheduled expiration of the Cendant Offer), Cendant 
currently intends to extend the expiration date of the Cendant Offer. 
 

                  OBSTACLES TO THE CENDANT OFFER CREATED BY 
                     AMERICAN BANKERS' BOARD OF DIRECTORS 

   You should be aware that the Board of Directors of American Bankers has 
taken several actions in connection with the Proposed AIG Merger which create 
barriers against competing proposals (such as the Cendant Offer) and thus 
hinder your ability to receive the maximum value for your Shares. 

   AMERICAN BANKERS' BOARD OF DIRECTORS AGREED TO IGNORE SUPERIOR 
PROPOSALS. In the AIG Merger Agreement, American Bankers agreed to the 
Fiduciary Sabbatical Provision, which provides that for 120 days from the 
date of execution of the AIG Merger Agreement it would not discuss any other 
proposal to be acquired, even a proposal for more money. American Bankers 
also agreed that if a superior 

                               12           

Acquisition Proposal was made, American Bankers would not be able to 
terminate the AIG Merger Agreement in order to accept such proposal prior to 
180 days from the date of execution of the AIG Merger Agreement. 

   AMERICAN BANKERS' BOARD OF DIRECTORS APPROVED THE AIG LOCKUP OPTION 
AGREEMENT. Concurrently with the execution of the AIG Merger Agreement, AIG 
and American Bankers entered into the AIG Lockup Option Agreement granting 
AIG the right to purchase, under certain circumstances, up to 8,265,626 
Common Shares (representing 19.9% of the outstanding Common Shares at the 
time the AIG Lockup Option Agreement was entered into) at a cash purchase 
price of $47.00 per share, subject to adjustment. By entering into the AIG 
Lockup Option Agreement, your Board of Directors has created a further 
obstacle to your receiving the maximum value for your Shares and has agreed 
to dilute your equity in American Bankers or pay money to AIG in certain 
circumstances involving a competing proposal to acquire American Bankers at a 
price in excess of $47.00 per common share, including the Cendant Offer. 
Under the terms of the AIG Lockup Option Agreement, the maximum profit which 
AIG may realize through exercising the AIG Lockup Option is $66 million 
(including any payment of the AIG Termination Fee). As a result of the 
commencement of the Cendant Offer, the AIG Lockup Option is immediately 
exercisable upon AIG's receipt of all applicable regulatory approvals, 
including insurance regulatory approvals. AIG's ability to profit under the 
AIG Lockup Option is not contingent upon shareholders voting against the 
Proposed AIG Merger at the Special Meetings or upon consummation of the 
Cendant Offer. 

   AMERICAN BANKERS' CHAIRMAN OF THE BOARD AND CEO AGREED TO VOTE FOR THE 
PROPOSED AIG MERGER. Mr. R. Kirk Landon, Chairman of the Board of American 
Bankers, and Mr. Gerald N. Gaston, Vice Chairman, President and Chief 
Executive Officer of American Bankers, together beneficially owning 
approximately 8.2% of the Common Shares, each entered into the AIG Voting 
Agreement committing them to vote in favor of the Proposed AIG Merger and 
against any competing transaction that might inhibit consummation of the 
Proposed AIG Merger. 

   AMERICAN BANKERS' BOARD OF DIRECTORS APPROVED THE AIG TERMINATION FEE. In 
the AIG Merger Agreement, American Bankers agreed to pay AIG the AIG 
Termination Fee of $66 million under certain circumstances involving a 
termination of the AIG Merger Agreement following a third-party proposal to 
acquire American Bankers. American Bankers also agreed to reimburse AIG for 
up to $5 million in transaction expenses if American Bankers' shareholders 
fail to approve the Proposed AIG Merger without a third-party transaction 
proposal having been made and to pay AIG the $66 million AIG Termination Fee 
if within 18 months of such termination American Bankers enters into an 
agreement concerning a third-party transaction proposal. Cendant believes 
that the AIG Termination Fee constitutes a significant obstacle to your 
receiving the maximum value for your Shares. 

 
   AMERICAN BANKERS' BOARD OF DIRECTORS AGREED TO EXTEND THE RIGHTS AGREEMENT 
OR ENTER INTO A NEW RIGHTS AGREEMENT. Pursuant to the terms of the Rights 
Agreement, the Rights expire on March 10, 1998 unless earlier redeemed by 
American Bankers. In the AIG Merger Agreement, American Bankers has agreed 
that, upon request of AIG, it will take all actions necessary to extend the 
term of the Rights Agreement or to enter into a new Rights Agreement. The 
Rights Agreement, if not invalidated, may make the acquisition of Common 
Shares pursuant to the Cendant Offer impracticable unless the Rights 
Agreement expires prior to the consummation of the Cendant Offer or American 
Bankers' Board of Directors redeems the Rights or amends the Rights Agreement 
to provide that it is not applicable to the Cendant Offer. However, in the 
AIG Merger Agreement, American Bankers has also agreed that it will not 
facilitate any effort or attempt to make or implement an acquisition 
proposal, which would include the Cendant Offer, including by means of an 
amendment to the Rights Agreement. Notwithstanding the foregoing, American 
Bankers has amended the Rights Agreement and resolved to provide that the 
commencement of the Cendant Offer would not trigger the occurrence of a 
Distribution Date. Agreeing (without shareholder approval) to extend the term 
of the Rights Agreement, to enter into a new Rights Agreement and to restrict 
its ability to amend the Rights Agreement in connection with an acquisition 
proposal creates a significant obstacle to your receiving maximum value for 
your Shares. 

   Cendant has commenced litigation challenging certain aspects of these 
actions. See "CERTAIN LITIGATION". 
 

                               13           

               YOU CAN TAKE SOME IMMEDIATE STEPS TO HELP OBTAIN 
                      THE MAXIMUM VALUE FOR YOUR SHARES 

 
   (1) RETURN YOUR GOLD PROXY AND VOTE AGAINST THE PROPOSED AIG MERGER; AND 
 

   (2) MAKE YOUR VIEWS KNOWN TO AMERICAN BANKERS' BOARD OF DIRECTORS. 

BY TAKING THESE STEPS, YOU WILL GIVE AMERICAN BANKERS' BOARD OF DIRECTORS A 
CLEAR MESSAGE THAT THEY SHOULD TAKE ALL NECESSARY STEPS TO REMOVE ALL 
OBSTACLES TO THE CENDANT OFFER, WHICH PROVIDES SIGNIFICANTLY GREATER 
FINANCIAL VALUE THAN THE PROPOSED AIG MERGER. 

   A vote against the Proposed AIG Merger will not obligate you to tender 
your Common Shares in the Cendant Offer. However, we believe that a vote 
against the Proposed AIG Merger will enable the American Bankers shareholders 
to consider the Cendant Offer and will help secure the success of the Cendant 
Offer. 

                              CERTAIN LITIGATION 

   On January 27, 1998, Cendant filed a complaint in the United States 
District Court for the Southern District of Florida (the "Court") against 
American Bankers, substantially all of the directors of American Bankers, AIG 
and AIG Sub. The complaint, as amended on February 2, 1998, alleges that the 
directors and American Bankers, in a civil conspiracy with AIG and AIG Sub, 
have breached the fiduciary obligations owed to the shareholders of American 
Bankers by, among other things, entering into the AIG Merger Agreement and 
deterring the Cendant Offer through a number of unlawful takeover defenses, 
including the AIG Lockup Option Agreement, the Fiduciary Sabbatical Provision 
in the AIG Merger Agreement, the AIG Termination Fee and the Rights 
Agreement. The amended complaint also alleges that AIG filed materially false 
and misleading public disclosures on Schedule 13D regarding the AIG Voting 
Agreement in violation of Section 13(d) of the Securities Exchange Act of 
1934, as amended (the "Exchange Act"). Specifically, it is alleged that AIG 
failed to disclose that AIG's Chairman of the Board, Maurice R. Greenberg, is 
a person controlling AIG. In addition, the amended complaint alleges that AIG 
and American Bankers have violated Sections 14(a) and 14(e) of the Exchange 
Act by making a number of materially false and misleading statements in an 
AIG press release dated January 27, 1998 and the Proxy Statement/Prospectus, 
including statements, among others, that (a) 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; (b) 
American Bankers 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; 
(c) 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 (d) Salomon Smith Barney, American Bankers' 
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 American Bankers' 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. 

 
   In the amended complaint, Cendant and Cendant Sub ask the Court to enter 
judgment against the defendant: (a) declaring the AIG Lockup Option 
Agreement, Fiduciary Sabbatical Provision and AIG Termination Fee to be 
unlawful and in breach of the fiduciary duties of American Bankers and 
American Bankers' Board of Directors; (b) enjoining, temporarily, 
preliminarily, and permanently, (i) any exercise or payment of the AIG Lockup 
Option Agreement, (ii) enforcement of the Fiduciary Sabbatical Provision, 
(iii) payment of the AIG Termination Fee, and (iv) any steps to implement the 
Rights Agreement or to extend its terms; (c) declaring the AIG Merger 
Agreement to be unlawful and in breach of the fiduciary duties of American 
Bankers and American Bankers' Board of Directors, and enjoining, temporarily, 
preliminarily and permanently, any steps to effectuate it unless and until 
the takeover defenses discussed above are invalidated, enjoined or otherwise 
rendered inapplicable to Cendant and Cendant Sub and any actions contemplated 
by Cendant and Cendant Sub, including the Cendant Offer and the Proposed 
Cendant Merger; (d) enjoining, temporarily, preliminarily and permanently, 
AIG from 
 

                               14           

 
acquiring any shares of American Bankers, voting any shares of American 
Bankers or soliciting any proxies 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; (e) requiring American Bankers and its 
directors to provide Cendant Sub with a fair and equal opportunity to acquire 
American Bankers, including furnishing to Cendant Sub the same information 
and access to information that was provided to AIG; and (f) compelling 
corrective disclosures to cure the alleged materially false and misleading 
statements made in the AIG press release dated January 27, 1998 and the Proxy 
Statement/Prospectus in connection with the solicitation of proxies for the 
shareholder vote on the AIG Merger Agreement. 
 

   On January 29, 1998, the Court in the Florida Litigation entered an order 
implementing an agreed upon expedited discovery schedule (the "Expedited 
Discovery Order"). Pursuant to the Expedited Discovery Order, Cendant and 
Cendant Sub will take depositions of the defendants between February 9 and 
February 19, 1998. The Expedited Discovery Order also provides that 
additional discovery, including subpoenas on third party witnesses, will 
proceed on an expedited basis. 

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

   On February 3, 1998, AIG moved to dismiss the claims against it in the 
Florida Litigation (the "AIG Motion to Dismiss"). The AIG Motion to Dismiss 
argues that AIG made all required disclosures in its Schedule 13D, and 
specifically that AIG need not disclose that Mr. Greenberg is a controlling 
person of AIG. The AIG Motion to Dismiss also denies the allegations against 
AIG added in the amended complaint, claiming that the statements in the 
January 27, 1998 press release and the Proxy Statement/ Prospectus were not 
misleading and that all required material disclosures were made. The AIG 
Motion to Dismiss also claims that because the Federal securities allegations 
against AIG should be dismissed, the Court should decline to exercise its 
supplemental federal jurisdiction over the remaining state law claims against 
AIG. 

   On February 9, 1998, American Bankers and the director defendants also 
moved to dismiss the amended complaint of Cendant and Cendant Sub (the 
"American Bankers Motion to Dismiss"). The American Bankers Motion to Dismiss 
asserts that the breach of fiduciary duty claims against American Bankers and 
the director defendants should have been brought derivatively, not directly 
by Cendant and Cendant Sub, and that Cendant and Cendant Sub (i) failed to 
make a required demand on American Bankers' Board of Directors to bring an 
action before suing derivatively and (ii) cannot adequately represent the 
interests of all American Bankers shareholders in a derivative action because 
Cendant and Cendant Sub are self-interested as bidders for American Bankers. 
Additionally, the American Bankers Motion to Dismiss asserts that Cendant and 
Cendant Sub have no standing to bring the breach of fiduciary 
 
                               15           


 
duty claims because Cendant and Cendant Sub did not purchase Shares until 
after American Bankers' Board of Directors approved the AIG Merger Agreement. 
American Bankers and the director defendants also joined in the arguments 
made in the AIG Motion to Dismiss that the Federal securities claims pursuant 
to Sections 14(a) and 14(e) of the Exchange Act should be dismissed and that 
the Court should decline to exercise its supplemental federal jurisdiction 
over any state law claims. 

   Also on February 9, 1998, AIG and AIG Sub served a supplemental motion, 
claiming that, for the reasons given in the American Bankers Motion to 
Dismiss, the breach of fiduciary duty claims should be dismissed and, 
therefore, the civil conspiracy to breach fiduciary duties claim should also 
be dismissed. 

   Cendant and Cendant Sub believe that the claims in the amended compliant 
are meritorious, and will vigorously oppose the AIG Motion to Dismiss and 
supplemental motion and the American Bankers Motion to Dismiss. 

   On February 11, 1998, in connection with Cendant's and Cendant Sub's 
application for approval of the acquisition of a controlling interest in 
Condeaux Life Insurance Company and American Reliable Insurance Company (the 
"Arizona Domestic Insurers"), each a subsidiary of American Bankers (the 
"Cendant Arizona Form A Proceedings"), and in connection with the application 
of AIG and AIG Sub for approval of their proposed acquisition of a 
controlling interest in the Arizona Domestic Insurers (the "AIG Arizona Form 
A Proceedings"), Cendant and Cendant Sub filed with the Arizona Department of 
Insurance (the "Arizona Department") a petition (i) to defer a hearing on the 
AIG Arizona Form A Proceedings, which Cendant and Cendant Sub understand is 
currently set for March 6, 1998, (ii) to intervene in those proceedings and 
(iii) to consolidate those proceedings with the Cendant Arizona Form A 
Proceedings. In this petition, Cendant and Cendant Sub asserted that the 
Arizona Department should defer any hearing in the AIG Arizona Form A 
Proceedings until such time as the results of the vote of American Bankers' 
shareholders on the Proposed AIG Merger will be known to avoid the 
possibility of conducting an unnecessary hearing should the Proposed AIG 
Merger be disapproved by the American Bankers' shareholders and to avoid 
improper disadvantage to Cendant and Cendant Sub. Cendant and Cendant Sub 
further asserted that they should be permitted to intervene in the AIG 
Arizona Form A Proceedings because their interests as a shareholder (in the 
case of Cendant) and competing acquiror of American Bankers will be affected 
by the AIG Arizona Form A Proceedings. Cendant and Cendant Sub also asserted 
that the AIG Arizona Form A Proceedings raise substantial issues regarding 
whether AIG's proposed acquisition of a controlling interest in the Arizona 
Domestic Insurers should be approved by the Arizona Department, that these 
issues should receive a thorough and complete review by the Arizona 
Department, that Cendant and Cendant Sub have a right to be heard on these 
issues through participation in the AIG Arizona Form A Proceedings and that 
the Arizona Department would be in error if it did not consolidate the 
Cendant Arizona Form A Proceedings and the AIG Arizona Form A Proceedings and 
hear and decide the two proceedings simultaneously. 
 

                              VOTING INFORMATION 

   Approval of the Proposed AIG Merger requires the affirmative vote of a 
majority of all outstanding Common Shares voting separately as a class and a 
majority of all outstanding Preferred Shares voting separately as a class. 
Broker non-votes and abstentions will have the same effect as a vote against 
the Proposed AIG Merger. 

   According to the Proxy Statement/Prospectus, as of the close of business 
on January 30, 1998, the record date for the Special Meetings, there were 
issued and outstanding 42,205,238 Common Shares and 2,300,000 Preferred 
Shares. 

 
   The accompanying GOLD proxy will be voted in accordance with the 
shareholder's instructions on such GOLD proxy. Shareholders may vote against 
the Proposed AIG Merger by marking the proper box on the GOLD proxy. If no 
instructions are given, the GOLD proxy will be voted AGAINST the Proposed AIG 
Merger. 

   WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETINGS, WE URGE YOU TO 
VOTE AGAINST THE PROPOSED AIG MERGER ON THE ENCLOSED GOLD PROXY AND 
IMMEDIATELY MAIL IT IN THE ENCLOSED ENVELOPE. YOU MAY DO THIS EVEN IF YOU 
HAVE ALREADY SENT IN A DIFFERENT PROXY SOLICITED BY AMERICAN BANKERS' BOARD 
 

                               16           

OF DIRECTORS. IT IS YOUR LATEST DATED PROXY THAT COUNTS. EXECUTION AND 
DELIVERY OF A PROXY BY A RECORD HOLDER OF SHARES WILL BE PRESUMED TO BE A 
PROXY WITH RESPECT TO ALL SHARES HELD BY SUCH RECORD HOLDER UNLESS THE PROXY 
SPECIFIES OTHERWISE. 

   YOU MAY REVOKE YOUR PROXY AT ANY TIME PRIOR TO ITS EXERCISE BY ATTENDING 
THE SPECIAL MEETINGS AND VOTING IN PERSON, BY SUBMITTING A DULY EXECUTED 
LATER DATED PROXY OR BY SUBMITTING A WRITTEN NOTICE OF REVOCATION. UNLESS 
REVOKED IN THE MANNER SET FORTH ABOVE, DULY EXECUTED PROXIES IN THE FORM 
ENCLOSED WILL BE VOTED AT THE SPECIAL MEETINGS ON THE PROPOSED AIG MERGER IN 
ACCORDANCE WITH YOUR INSTRUCTIONS. IN THE ABSENCE OF SUCH INSTRUCTIONS, SUCH 
PROXIES WILL BE VOTED AGAINST THE PROPOSED AIG MERGER. 

CENDANT STRONGLY RECOMMENDS A VOTE AGAINST THE PROPOSED AIG MERGER. 

 
   YOUR VOTE IS IMPORTANT. PLEASE SIGN, DATE AND RETURN THE GOLD PROXY TODAY. 

   IF YOU HAVE ALREADY SENT A PROXY TO THE BOARD OF DIRECTORS OF AMERICAN 
BANKERS, YOU MAY REVOKE THAT PROXY AND VOTE AGAINST THE PROPOSED AIG MERGER 
BY SIGNING, DATING AND MAILING THE ENCLOSED GOLD PROXY. 
 

      If you have any questions about the voting of Shares, please call: 

                          INNISFREE M&A INCORPORATED 
                        501 Madison Avenue, 20th Floor 
                           New York, New York 10022 
                        Call Toll-Free: (888) 750-5834 
                Banks and Brokers call collect: (212) 750-5833 

                           SOLICITATION OF PROXIES 

 
   Proxies will be solicited by mail, telephone, telefax, telegraph, the 
world wide web, newspapers and other publications of general distribution and 
in person. Cendant has retained Innisfree M&A Incorporated ("Innisfree") for 
solicitation and advisory services in connection with solicitations relating 
to the Special Meetings, for which Innisfree is to receive a fee up to 
$175,000 in connection with the solicitation of proxies for the Special 
Meetings. Cendant has also agreed to reimburse Innisfree for out-of-pocket 
expenses and to indemnify Innisfree against certain liabilities and expenses, 
including reasonable legal fees and related charges. Innisfree will solicit 
proxies for the Special Meetings from individuals, brokers, banks, bank 
nominees and other institutional holders. Directors, officers and certain 
employees of Cendant may assist in the solicitation of proxies without any 
additional remuneration. The entire expense of soliciting proxies for the 
Special Meetings by or on behalf of Cendant is being borne by Cendant. 

   The following directors of Cendant may solicit proxies: Walter A. Forbes; 
Henry R. Silverman; James E. Buckman; Bartlett Burnap; Leonard S. Coleman; T. 
Barnes Donnelley; Martin L. Edelman; Frederick D. Green; Stephen A. Greyser; 
Dr. Carole G. Hankin; Stephen P. Holmes; Robert D. Kunisch; Christopher K. 
McLeod; Michael P. Monaco; The Rt Hon. Brian Mulroney, P.C., LL.D; Robert E. 
Nederlander; Burton C. Perfit; Anthony G. Petrello; Robert W. Pittman; E. 
John Rosenwald, Jr.; Robert P. Rittereiser; Stanley M. Rumbough, Jr.; Leonard 
Schutzman; E. Kirk Shelton; Robert F. Smith; John D. Snodgrass; Craig R. 
Stapleton; and Robert T. Tucker. In addition, the following officers of 
Cendant may solicit proxies: Samuel L. Katz; Cosmo Corigliano; John Fullmer; 
Laura T. Hamilton; Elliot Bloom; Cindy C. Hodnett; Ronen Stauber; and Eric J. 
Bock. Certain directors of Cendant are also officers of Cendant. None of the 
foregoing participants beneficially owns any Shares. Cendant is the 
beneficial holder of 371,200 Common Shares and 99,900 Preferred Shares which 
were purchased in open-market transactions as set forth on Schedule I hereto. 
 

   Lehman Brothers Inc. ("Lehman Brothers") and Merrill Lynch, Pierce, Fenner 
& Smith Incorporated ("Merrill Lynch") (together, the "Dealer Managers") are 
acting in such capacity in connection with 

                               17           

the Cendant Offer and are acting as financial advisors to Cendant in 
connection with its effort to acquire American Bankers. Cendant has agreed to 
pay each of the Dealer Managers (in their capacities as Dealer Managers and 
financial advisors) upon commencement of the Cendant Offer a fee of $250,000 
and (a) in the case of Lehman Brothers, an additional fee of $1,750,000 
contingent upon the execution of a definitive agreement providing for the 
acquisition of American Bankers by Cendant and a further fee of $6,000,000 
upon the consummation of an acquisition of American Bankers by Cendant within 
2 years of the rentention of Lehman Brothers and (b) in the case of Merrill 
Lynch, an additional fee of $1,750,000 contingent upon the execution of a 
definitive agreement providing for the acquisition of a 35% or greater 
interest in or a substantial portion of the business of American Bankers by 
Cendant or an affiliate of Cendant, and a further additional fee of 
$6,000,000 if Cendant or an affiliate of Cendant acquires a 35% or greater 
interest in or a substantial portion of the business of American Bankers 
within 2 years of the retention of Merrill Lynch. Cendant has also agreed to 
reimburse the Dealer Managers (in their capacities as Dealer Managers and 
financial advisors) for their reasonable out-of-pocket expenses, including 
the reasonable fees and expenses of their legal counsel, incurred in 
connection with their engagement, and to indemnify such firms and certain 
related persons against certain liabilities and expenses in connection with 
their engagement, including certain liabilities under the Federal securities 
laws. In connection with the engagement of the Dealer Managers as financial 
advisors, Cendant anticipates that certain employees of the Dealer Managers 
may communicate in person, by telephone or otherwise with a limited number of 
institutions, brokers or other persons who are shareholders of American 
Bankers for the purpose of soliciting proxies for the Special Meetings. The 
Dealer Managers will not receive any fee for or in connection with such 
solicitation activities apart from the fees which they are otherwise entitled 
to receive as described above. The Dealer Managers have rendered various 
investment banking and other advisory services to Cendant and its affiliates 
in the past and are expected to continue to render such services, for which 
they have received and will continue to receive customary compensation from 
Cendant and its affiliates. In the ordinary course of business, the Dealer 
Managers and their respective affiliates may actively trade or hold the 
securities of American Bankers and Cendant for their own account or for the 
account of customers and, accordingly, may at any time hold a long or short 
position in such securities. As of the date of this Proxy Statement, Lehman 
Brothers and its affiliates own 302,000 Common Shares and 94,800 Preferred 
Shares for their own account. 

   The following employees of Lehman Brothers may solicit proxies: Steven B. 
Wolitzer, Michael J. O'Hanlon, James J. Stewart, Simon K. Adamiyatt, Steven 
Hurwitz, Thomas P. Gybel, Jasmine K. Belanger, Matthew Epstein, Matthew 
Friedman and Scott C. Werner. The following employees of Merrill Lynch may 
solicit proxies: Jack Levy, David M. Johnson, George C. Johns, David B. 
Wyshner, Robert Giammarco and Christopher Ezbiansky. None of the foregoing 
persons owns any securities of American Bankers. 

                      CERTAIN INFORMATION ABOUT CENDANT 

   Cendant is a Delaware corporation with its principal executive offices 
located at 6 Sylvan Way, Parsippany, New Jersey 07054. Cendant is one of the 
foremost consumer and business services companies in the world. Cendant was 
created through the merger of CUC and HFS in December 1997 and provides all 
of the services formerly provided by each of CUC and HFS, including 
technology-driven, membership-based consumer services, travel services, real 
estate services, residential mortgage services, tax preparation services and 
multimedia software products. Cendant also administers insurance package 
programs in connection with certain discount shopping and travel programs. 
Cendant is subject to the information and reporting requirements of the 
Exchange Act, and is required to file reports and other information with the 
SEC relating to its business, financial condition and other matters. 

   Season Acquisition Corp. is a newly incorporated New Jersey corporation 
organized in connection with the Cendant transaction and has not carried on 
any activities other than in connection with the Cendant transaction. The 
principal offices of Season Acquisition Corp. are located at 6 Sylvan Way, 
Parsippany, New Jersey 07054. Season Acquisition Corp. is a wholly owned 
subsidiary of Cendant. Until immediately prior to the time that Season 
Acquisition Corp. will purchase Common Shares pursuant to the Cendant Offer, 
it is not expected that Season Acquisition Corp. will have any significant 
assets or liabilities or engage in activities other than those incident to 
its formation and capitalization and the 

                               18           

transactions contemplated by the Cendant transaction. Because Season 
Acquisition Corp. is newly formed and has minimal assets and capitalization, 
no meaningful financial information regarding Season Acquisition Corp. is 
available. 

                              OTHER INFORMATION 

   The information concerning American Bankers and the Proposed AIG Merger 
contained herein has been taken from, or based upon, publicly available 
documents on file with the SEC and other publicly available information. 
Cendant does not take any responsibility for the accuracy or completeness of 
such information or for any failure by American Bankers to disclose events 
that may have occurred and may affect the significance or accuracy of any 
such information. Cendant has not to date had access to the books and records 
of American Bankers. 

   The information contained in this Proxy Statement concerning the Cendant 
Offer is taken from, and qualified in its entirety by reference to, the full 
text of the Cendant Offer to Purchase. 

   Cendant is not aware of any other matter to be considered at the Special 
Meetings. However, if any other matter properly comes before the Special 
Meetings, Cendant will vote all proxies held by it as Cendant, in its sole 
discretion, may determine. 

   According to American Bankers' Proxy Statement for its 1997 Annual 
Meeting, shareholder proposals submitted for inclusion in the American 
Bankers Proxy Statement for its 1998 Annual Meeting of Shareholders, needed 
to have been received by American Bankers not later than December 19, 1997. 

                                    * * * 

                                   CENDANT 

 
Dated: February 12, 1998 
 

                               19           

                                  SCHEDULE I 
                    PURCHASES OF COMMON SHARES BY CENDANT 

   The following table sets forth information concerning transactions in 
Common Shares during the past 60 days by Cendant. All transactions involved 
open-market purchases of Common Shares. 

TRANSACTION NUMBER OF PRICE PER DATE COMMON SHARES COMMON SHARE ---- ------------- ------------ January 16, 1998 25,000 $45.9375 January 16, 1998 142,600 45.8750 January 16, 1998 10,000 45.8125 January 20, 1998 25,000 46.0000 January 20, 1998 3,600 45.9375 January 21, 1998 31,500 46.0000 January 21, 1998 50,000 46.1250 January 22, 1998 21,900 46.0000 January 22, 1998 48,100 46.0625 January 23, 1998 13,500 46.0625 ------- Totals 371,200
The following table sets forth information concerning transactions in Preferred Shares during the past 60 days by Cendant. All transactions involved open-market purchases of Preferred Shares.
TRANSACTION NUMBER OF PRICE PER DATE PREFERRED SHARES PREFERRED SHARE ---- ---------------- --------------- January 26, 1998 22,200 $95.2500 January 26, 1998 6,000 95.5000 January 26, 1998 6,700 95.6875 January 26, 1998 40,000 95.7500 January 26, 1998 10,000 96.0000 January 26, 1998 15,000 96.1250 ------ ------- Totals 99,900
I-1 SCHEDULE II SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND MANAGEMENT OF AMERICAN BANKERS According to the Proxy Statement/Prospectus, as of January 30, 1998, there were outstanding 42,205,238 Common Shares and 2,300,000 Preferred Shares. Pursuant to the AIG Lockup Option Agreement, American Bankers granted AIG an option to purchase up to 8,265,626 Common Shares. PRINCIPAL SHAREHOLDERS The following table and notes thereto, which are based on American Bankers' Proxy Statement for the 1997 Annual Meeting of Shareholders, dated April 11, 1997 (the "American Bankers Annual Proxy Statement"), sets forth the only persons who on March 7, 1997, to the knowledge of American Bankers, owned beneficially more than 5% of the outstanding voting stock of American Bankers. (Numbers reflect 2-for-1 stock split effected on August 29, 1997.)
PERCENTAGE OF AMOUNT AND COMMON SHARES NAME AND ADDRESS OF NATURE OF OUTSTANDING AND TITLE OF CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP ENTITLED TO VOTE - -------------- ---------------- -------------------- ---------------- $1.00 Par Value FMR Corp. 5,162,292(a) 12.51% Common Stock 82 Devonshire Street Boston, Massachusetts 02109 Barnett Banks Trust Co., N.A. 3,518,686(b) 8.52% as Trustee of American Bankers' Leveraged Employee Stock Ownership Trust 9000 South Side Boulevard Building 100 Jacksonville, Florida 32256 R. Kirk Landon 3,052,520(c) 7.40% 11222 Quail Roost Drive Miami, Florida 33157-6596
- ------------ (a) Based upon information supplied to American Bankers, FMR Corp. and certain affiliates ("FMR") beneficially own 5,162,292 Common Shares and have sole dispositive power over these Common Shares. FMR has sole voting power with respect to 554,150 of the Common Shares and no voting power with respect to the remaining Common Shares. Power to vote the remaining Common Shares resides with the Boards of Trustees of the investment companies for which FMR acts as investment advisor. (b) American Bankers' Leveraged Employee Stock Ownership Trust is the beneficial owner of 3,518,686 Common Shares. The Trustee, Barnett Banks Trust Co., N.A., has sole voting power with respect to 787,242 Common Shares and shared voting power with respect to 2,731,244 Common Shares. (c) Includes 803,052 Common Shares owned by Mr. Landon directly; 81,000 restricted Common Shares under the 1991 Stock Option Restricted Stock Award Plan owned by Mr. Landon directly; 1,370,450 owned by the Landon Corporation, of which Mr. Landon is the controlling shareholder; 220,000 Common Shares owned by Mr. Landon's spouse; 82,000 Common Shares owned by R. Kirk/B. Landon Foundation, of which Mr. Landon is a director; 129,844 Common Shares owned directly by the R. Kirk Landon Revocable Trust, for which Mr. Landon is the trustee; 12,126 Common Shares allocated under American Bankers' Leveraged Employee Stock Ownership Plan; 165,686 options to purchase Common Shares granted under the 1987 Executive Stock Option/Dividend Accrual Plan; 27,302 Common Shares acquirable under the 1994 Amended and Restated Directors' Deferred Compensation Plan; 160,000 Common Shares acquirable upon conversion of a convertible debenture due May 24, 1999 under the 1994 ABIG Key Executive Debenture Plan. Includes 40,000 Common Shares subject to option exercise granted by Mr. Landon to Jack Kemp on May 24, 1995. The options are exercisable at $29.00 per Common Share and expire on May 24, 2000. Excludes 461,400 Common Shares held by a trust established pursuant to the Last Will and Testament of Dorothy P. Landon, of which Mr. Landon (together with Northern Trust Co., Chicago, Illinois) is trustee because neither Mr. Landon nor a member of his immediate family have a pecuniary interest in the Common Shares held by the Trust. II-1 OWNERSHIP OF DIRECTORS AND MANAGEMENT The following table and notes thereto, which are based on the American Bankers Annual Proxy Statement, set forth the amount of Common Shares beneficially owned or acquirable within 60 days by each director, director emeritus, named executive officers, and directors and executive officers of American Bankers as a group as of March 7, 1997 (Numbers reflect 2-for-1 stock split effected on August 29, 1997):
AMOUNT OF COMMON SHARES PERCENTAGE OF NAME BENEFICIALLY OWNED OWNERSHIP - ---- ------------------ --------- William H. Allen, Jr. .......................... 11,180(a) * Nicholas A. Buoniconti ......................... 14,146(b) * Armando M. Codina .............................. 42,204(c) * Peter J. Dolara ................................ 11,122(d) * Gerald N. Gaston ............................... 637,908(e) 1.55% Daryl L. Jones ................................. 5,806(f) * James F. Jorden ................................ 11,700(g) * Jack F. Kemp ................................... 40,000(h) * Bernard P. Knoth ............................... --(i) * R. Kirk Landon ................................. 3,052,520(j) 7.40% Malcolm G. MacNeill** .......................... 75,434(k) * Eugene M. Matalene, Jr. ........................ 10,000(l) * Albert H. Nahmad ............................... 66,414(m) * Nicholas J. St. George ......................... 15,166(n) * Robert C. Strauss .............................. 14,420(o) * George E. Williamson II ........................ 36,468(p) * Eugene E. Becker ............................... 211,912(q) * Jay R. Fuchs ................................... 82,076(r) * Jason J. Israel ................................ 61,984(s) * Bernard Janis*** ............................... 4,718 * John P. Laborde*** ............................. 1,000 * Directors and Executive Officers as a Group**** (25 persons including those named above) ..... 4,613,932(t) 11.8%
- ------------ (a) Includes 1,180 Common Shares acquirable under the 1994 Amended and Restated Directors' Deferred Compensation Plan and 2,000 Common Shares acquirable under the 1994 Non-Employee Directors' Stock Option Plan. (b) Includes 6,146 Common Shares acquirable under the 1994 Amended and Restated Directors' Deferred Compensation Plan and 6,000 Common Shares acquirable under the 1994 Non-Employee Directors' Stock Option Plan. (c) Includes 22,204 Common Shares acquirable under the 1994 Amended and Restated Directors' Deferred Compensation Plan and 6,000 Common Shares acquirable under the 1994 Non-Employee Directors' Stock Option Plan. (d) Includes 2,122 Common Shares acquirable under the 1994 Amended and Restated Directors' Deferred Compensation Plan and 4,000 Common Shares acquirable under the 1994 Non-Employee Directors' Stock Option Plan. II-2 (e) Includes 273,164 Common Shares owned by Mr. Gaston directly; 66,000 restricted Common Shares under the 1991 Stock Option Restricted Stock Award Plan owned by Mr. Gaston directly; 2,266 Common Shares owned by Mr. Gaston's son; 13,206 Common Shares allocated under American Bankers' Leveraged Employee Stock Ownership Plan; 143,372 Common Shares acquirable under the 1987 Executive Stock Option/Dividend Accrual Plan; and 140,000 Common Shares acquirable upon conversion of a convertible debenture due May 24, 1999 under the 1994 ABIG Key Executive Debenture Plan. (f) Includes 3,806 Common Shares acquirable under the 1994 Amended and Restated Directors' Deferred Compensation Plan and 2,000 Common Shares acquirable under the 1994 Non-Employee Directors' Stock Option Plan. (g) Includes 440 Common Shares held indirectly by an Individual Retirement Account Trust and 6,000 Common Shares acquirable under the 1994 Non-Employee Directors' Stock Option Plan. (h) Includes 40,000 Common Shares acquirable by Mr. Kemp upon the exercise of options granted by Mr. Landon to Mr. Kemp. See footnote (c) under "Principal Shareholders" of this Schedule II. (i) Director Elect. (j) See footnote (c) under "Principal Shareholders" of this Schedule II, which sets forth Common Shares that may be deemed to be beneficially owned by Mr. Landon. (k) Includes 12,000 Common Shares owned by Mr. MacNeill's wife; 970 Common Shares owned by his daughter; and 37,100 Common Shares acquirable under the 1994 Amended and Restated Directors' Deferred Compensation Plan. (l) Includes 6,000 Common Shares acquirable under the 1994 Non-Employee Directors' Stock Option Plan. (m) Includes 52,000 Common Shares owned by Watsco, Inc.; 20 Common Shares owned by Mr. Nahmad's son; 6,394 Common Shares acquirable under the 1994 Amended and Restated Directors' Deferred Compensation Plan; and 6,000 Common Shares acquirable under the 1994 Non-Employee Directors' Stock Option Plan. (n) Includes 7,146 Common Shares acquirable under the 1994 Amended and Restated Directors' Deferred Compensation Plan and 6,000 Common Shares acquirable under the 1994 Non-Employee Directors' Stock Option Plan. (o) Includes 6,420 Common Shares acquirable under the 1994 Amended and Restated Directors' Deferred Compensation Plan and 6,000 Common Shares acquirable under the 1994 Non-Employee Directors' Stock Option Plan. (p) Includes 30,468 Common Shares acquirable under the 1994 Amended and Restated Directors' Deferred Compensation Plan and 6,000 Common Shares acquirable under the 1994 Non-Employee Directors' Stock Option Plan. (q) Includes 98,722 Common Shares owned by Mr. Becker directly; 17,200 restricted Common Shares under the 1994 Senior Management Stock Option Plan owned by Mr. Becker directly; 6,000 restricted Common Shares under the 1991 Stock Option Restricted Stock Award Plan owned by Mr. Becker directly; 9,798 Common Shares owned by Mr. Becker's wife; 9,062 Common Shares allocated under American Bankers' Leveraged Employee Stock Ownership Plan; and 69,370 Common Shares acquirable under the 1987 Executive Stock Option/Dividend Accrual Plan. (r) Includes 48,600 Common Shares owned by Mr. Fuchs directly; 13,200 restricted Common Shares under the 1994 Senior Management Stock Option Plan owned by Mr. Fuchs directly; 12,000 restricted Common Shares under the 1991 Stock Option Restricted Stock Award Plan owned by Mr. Fuchs directly; and 8,276 Common Shares allocated under American Bankers' Leveraged Employee Stock Ownership Plan. (s) Includes 18,530 Common Shares owned by Mr. Israel directly; 9,600 restricted Common Shares under the 1994 Senior Management Stock Option Plan owned by Mr. Israel directly; 6,000 restricted Common Shares under the 1991 Stock Option Restricted Stock Award Plan owned by Mr. Israel directly; 7,304 Common Shares allocated under American Bankers' Leveraged Employee Stock Ownership Plan; and 20,730 Common Shares acquirable under the 1987 Executive Stock Option/Dividend Accrual Plan. (t) The 40,000 Common Shares subject to an option granted by Mr. Landon to Mr. Kemp have only been counted once in determining the total number of amount of Common Shares beneficially owned and percentage of ownership by the Directors and Executive Officers as a group. See footnote (h) above and footnote (c) under "Principal Shareholders" of this Schedule II. * Denotes less than 1% ownership. ** Retiring. *** Director Emeritus. **** Information regarding the Executive Officers of the Company is contained in American Bankers' 1996 Annual Report on Form 10-K. II-3 IMPORTANT If your shares are held in your own name, please sign, date and return the enclosed GOLD proxy card today. If your shares are held in "Street-Name" only your broker or bank can vote your shares and only upon receipt of your specific instructions. Please return the enclosed GOLD proxy card to your broker or bank and contact the person responsible for your account to ensure that a GOLD proxy is voted on your behalf. Do not sign any white proxy card you may receive from American Bankers. If you have any questions or need assistance in voting your shares, please call: Innisfree M&A Incorporated 501 Madison Avenue, 20th Floor New York, New York 10022 CALL TOLL-FREE: (888) 750-5834 Banks and Brokers call collect: (212) 750-5833 II-4 [FORM OF PROXY CARD--GOLD] AMERICAN BANKERS INSURANCE GROUP, INC. PROXY SOLICITED BY CENDANT CORPORATION FOR AMERICAN BANKERS INSURANCE GROUP, INC. SPECIAL MEETING The undersigned, a holder of record of shares of common stock, par value $1.00 per share ("Common Shares"), of American Bankers Insurance Group, Inc. ("American Bankers") acknowledges receipt of the Proxy Statement of Cendant Corporation dated February 12, 1998, and the undersigned revokes all prior proxies delivered in connection with the Special Meeting to approve the AIG Merger Agreement and appoints James E. Buckman and Michael P. Monaco, or each of them, proxies for the undersigned to vote all Common Shares of American Bankers which the undersigned would be entitled to vote at the Special Meeting of Shareholders and any adjournments, postponements or reschedulings thereof, and instructs said proxies to vote as follows: 1. To approve and adopt the Agreement and Plan of Merger, dated as of December 21, 1997, as amended and restated as of January 7, 1998, among American International Group, Inc. ("AIG"), AIGF, Inc., a wholly owned subsidiary of AIG, and American Bankers and the transactions contemplated thereby. [ ] AGAINST [ ] FOR [ ] ABSTAIN IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE SPECIAL MEETING OR ANY ADJOURNMENTS, POSTPONEMENTS OR RESCHEDULINGS THEREOF ON BEHALF OF THE UNDERSIGNED. THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONS MADE. IF NO SPECIFICATIONS ARE MADE AND YOU HAVE SIGNED AND DATED THIS PROXY CARD, THIS PROXY WILL REVOKE ANY PRIOR PROXY DELIVERED IN CONNECTION WITH THE AIG MERGER AGREEMENT REFERRED TO IN ITEM 1 ABOVE AND WILL BE VOTED "AGAINST" THE AIG MERGER AGREEMENT. Dated: , 1998 ---------------------------- ---------------------------------------- Signature of Shareholder (Title, if any) ---------------------------------------- Signature of Shareholder (if held jointly) Please sign exactly as your name or names appear hereon. If shares are held jointly, each shareholder should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or authorized officers. If a partnership, please sign in partnership name by authorized person. PLEASE SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE [FORM OF PROXY CARD-GOLD] AMERICAN BANKERS INSURANCE GROUP, INC. PROXY SOLICITED BY CENDANT CORPORATION FOR AMERICAN BANKERS INSURANCE GROUP, INC. SPECIAL MEETING The undersigned, a holder of record of shares of $3.125 Series B Cumulative Convertible Preferred Stock, no par value ("Preferred Shares"), of American Bankers Insurance Group, Inc. ("American Bankers") acknowledges receipt of the Proxy Statement of Cendant Corporation dated February 12, 1998, and the undersigned revokes all prior proxies delivered in connection with the Special Meeting to approve the AIG Merger Agreement and appoints James E. Buckman and Michael P. Monaco, or each of them, proxies for the undersigned to vote all Preferred Shares of American Bankers which the undersigned would be entitled to vote at the Special Meeting of Shareholders and any adjournments, postponements or reschedulings thereof, and instructs said proxies to vote as follows: 1. To approve and adopt the Agreement and Plan of Merger, dated as of December 21, 1997, as amended and restated as of January 7, 1998, among American International Group, Inc. ("AIG"), AIGF, Inc., a wholly owned subsidiary of AIG, and American Bankers and the transactions contemplated thereby. [ ] AGAINST [ ] FOR [ ] ABSTAIN IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE SPECIAL MEETING OR ANY ADJOURNMENTS, POSTPONEMENTS OR RESCHEDULINGS THEREOF ON BEHALF OF THE UNDERSIGNED. THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONS MADE. IF NO SPECIFICATIONS ARE MADE AND YOU HAVE SIGNED AND DATED THIS PROXY CARD, THIS PROXY WILL REVOKE ANY PRIOR PROXY DELIVERED IN CONNECTION WITH THE AIG MERGER AGREEMENT REFERRED TO IN ITEM 1 ABOVE AND WILL BE VOTED "AGAINST" THE AIG MERGER AGREEMENT. Dated: , 1998 ---------------------------- ---------------------------------------- Signature of Shareholder (Title, if any) ---------------------------------------- Signature of Shareholder (if held jointly) Please sign exactly as your name or names appear hereon. If shares are held jointly, each shareholder should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or authorized officers. If a partnership, please sign in partnership name by authorized person. PLEASE SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.