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                                                              EXHIBIT 10(iii).5


                     AMERICAN BANKERS INSURANCE GROUP, INC.
                     NONQUALIFIED SUPPLEMENTAL BENEFIT PLAN
                   Amended and Restated as of January 1, 1999

                                   ARTICLE I

                               GENERAL PROVISIONS

         1.1 PURPOSE. This Plan is a nonqualified, unfunded, deferred
compensation arrangement designed solely to equalize the total benefits certain
key executives would have received under the American Bankers Insurance Group,
Inc. Retirement Plan (the "ABIG Retirement Plan"), but for the limitations on
benefits imposed by Section 415 of the Internal Revenue Code (as reflected in
Section 7.01 of the ABIG Pension Plan). The Plan is intended to benefit the
Company and its Affiliates by recognizing the value of the past or present
services of the key executives covered by the Plan and to encourage them to
continue careers with the Company or its Affiliates.

         1.2 CONSTRUCTION. The Compensation Committee shall have the power,
authority, and discretion to construe and interpret the provisions of this
Plan. This Plan is intended to constitute an unfunded "excess benefit plan"
within the meaning of Section 3(36) of ERISA, and any construction of this Plan
or its provisions shall be consistent with such intent.

         1.3 NATURE OF THE PLAN. The adoption of this Plan and any setting
aside of amounts by the Company with which to discharge its obligations
hereunder shall not be deemed to create a trust. Legal and equitable title to
any funds so set aside shall remain in the Company, and any recipient of
benefits hereunder shall have no security or other interest in such funds. Any
and all funds so set aside shall remain subject to the claims of the general
creditors of the Company, present and future and the payment shall be made
under this Plan unless the Company is then solvent. This provision shall not
require the Company to set aside any funds, but the Company may set aside such
funds if it so chooses.

         1.4 EFFECTIVE DATE. This Plan shall be effective upon adoption by the
Board.

                                   ARTICLE II
                                  DEFINITIONS

         2.1 "ABIG Retirement Plan" shall mean the American Bankers Insurance
Group, Inc. Retirement and all amendments thereto. The ABIG Retirement Plan is
hereby incorporated by reference into and shall be a part of this Plan. The
ABIG Retirement Plan, whenever referred to in the Plan, shall mean such ABIG
Retirement Plan as it exists on the date any determination is made of benefits
payable under this Plan.

         2.2 "Affiliate" shall mean any corporation or other business entity
which is included in a controlled group of corporations within which the
Company is also included, as provided in Section 414(b) of the Internal Revenue
Code, or which has a trade or business under common control with the Company,
as provided in Section 414(c) of the Internal Revenue Code, or which has been
so designated by the Company for one or more purposes under the ABIG Retirement
Plan.

         2.3      "Board" means the Board of Directors of the Company.


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         2.4 "Company" means American Bankers Insurance Group, Inc., a Florida
corporation, and any successor corporation.

         2.5 "Compensation Committee" means the Planning and Compensation
Committee of the Board. Any function exercisable by by such Committee may also
be exercised by the Board or its Executive Committee.

         2.6 "Participant" means any executive officer of the Company or an
Affiliate who is designated as a Participant by the Board as provided in
Article III.

         2.7 "Plan" means this American Bankers Insurance Group, Inc.
Nonqualified Supplemental Plan and any amendments thereto.

                                  ARTICLE III
                        DESIGNATION OF PARTICIPANTS AND
                            ELIGIBILITY FOR BENEFITS

         3.1 DESIGNATION OF PARTICIPANTS. The Participants shall be those key
employees of the Company and its Affiliates designated in writing from time to
time by resolution of the Board as Participants in the Plan.

         3.2 ELIGIBILITY FOR BENEFITS. A Participant shall become eligible for
benefits under this Plan if he is eligible for benefits under ABIG Retirement
Plan and his benefits under the ABIG Retirement Plan are limited pursuant to
Section 415 of the Internal Revenue Code. In no event shall a person who is not
entitled to benefits under the ABIG Retirement Plan be eligible for a benefit
under this Plan.

                                   ARTICLE IV
                              RETIREMENT BENEFITS

         4.1 AMOUNT OF BENEFIT UNDER THIS PLAN. The benefit payable to a
Participant or his beneficiary under this Plan should be the actuarial
equivalent of the excess, if any, of:

         (a) The benefit which would have been payable to such Participant, or
             on his behalf, to his beneficiary under the ABIG Retirement Plan,
             if the provisions of the ABIG Retirement Plan were administered
             without regard to the annual retirement income limitations as set
             forth in Section 415 of the Internal Revenue Code and expressed in
             Section 7.01 of the ABIG Retirement Plan, except without
             limitation for years of credited service.

         (b) The benefit which is in fact payable to such Participant, or on
             his behalf, to his beneficiary or beneficiaries under the ABIG
             Retirement Plan.

         Benefits payable under this Plan to any recipient shall be computed in
accordance with the foregoing and with the objective that such recipient should
receive under the Plan and the ABIG Retirement Plan the total amount which
would otherwise have been payable to that recipient solely under the ABIG
Retirement Plan had not the provisions of Section 415 of the Code and Section
7.01 of the ABIG Retirement Plan been applicable thereto.



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         4.2 FORM OF BENEFITS. Except as provided in Section 4.2(a), the
benefits under this Plan shall be paid in the same form as, and coincident
with, the payment of pension benefits from the ABIG Retirement Plan.
Designations of beneficiaries and elections relating to optional forms of
payment, made by the employee for purposes of the ABIG Retirement Plan, shall
be equally applicable to this Plan. Benefits payable to recipients under this
Plan shall cease to be payable at the same time as benefits payable from the
ABIG Retirement Plan to such recipient shall cease, or at such earlier time as
the limitations under Section 415 of the Code are no longer applicable.

         4.2(a) An eligible Participant, who previously was elected otherwise
upon attaining Normal Retirement Age, may opt to have his or her benefit under
the Plan provided in the form of (1) an immediate single life annuity (or an
equivalent joint and survivor annuity) purchased from a domestic life insurer
with an AM Best Rating of A- or higher, or (2) a single cash payment which is
the actuarial equivalent of a single life immediate annuity which would pay the
benefits otherwise provided to the Participant under the Plan.

         4.3 SOURCE OF BENEFITS. Except as provided in Section 4.3(a), benefits
under this Plan shall not be prefunded, but shall be payable by the Company as
and when they become due as provided herein, and the Participant's interest in
his benefits under this Plan (and the interest of any beneficiary) shall not be
greater than that of an unsecured creditor of the Company from its own funds,
and such payments shall not (i) impose any obligation upon the trust fund under
the ABIG Retirement Plan; or (ii) be paid from the trust fund under the ABIG
Retirement Plan; or (iii) have any effect whatsoever upon the ABIG Retirement
Plan the payment of benefits from the trust fund under the ABIG Retirement
Plan. No employee or his beneficiary or beneficiaries shall have title to or
beneficial ownership in any assests which the Company may earmark to pay
benefits hereunder.

         4.3(a) An eligible Participant, upon attaining Normal Retirement Age,
who previously has elected otherwise, may opt to have his or her benefit under
the Plan provided in the form of (1) an immediate single life annuity (or an
equivalent joint and survivor annuity) purchased from a domestic life insurer
with an AM Best Rating of A- or higher, or (2) a single cash payment which is
the actuarial equivalent of a single life immediate annuity which would pay the
benefits otherwise provided to the Participant under the Plan.

                                   ARTICLE V
                           AMENDMENT AND TERMINATION

         5.1 AMENDMENT AND TERMINATION. The Board may at any time, or from time
to time, amend this Plan in any respect or terminate this Plan without
restriction and without consent of any Participant or beneficiary; provided
that any such amendment or termination shall not affect or impair any benefits
then being paid to Participants under the Plan as determined prior to such
amendment or termination. In the event of a termination, the Company shall
remain obligated to pay benefits to those Participants in the Plan on the date
of such termination, to the extent such benefits would be otherwise payable,
determined on the basis that each participating employee's presumed retirement
date was as of the date the Plan was terminated.


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                                   ARTICLE VI
                            MISCELLANEOUS PROVISIONS

         6.1 PLAN ADMINISTRATION. The general administration of this Plan shall
be the responsibility of the Compensation Committee which is hereby authorized,
in its discretion, to delegate said responsibilities to an administrator or
administrative committee. The Compensation Committee shall have all such powers
as may be necessary to discharge their duties relative to the administration of
the Plan, including but not limited to the power to interpret and construe the
Plan, to decide any dispute arising hereunder, and to determine the right of
any employee with respect to benefits payable under the Plan. No member of the
Compensation Committee shall be liable to any person for any action taken or
omitted in connection with the interpretation and administration of the Plan
unless attributable to willful misconduct or lack of good faith. Members of the
Compensation Committee shall not participate in any action or determination
regarding their own benefits payable hereunder. Decisions of such Committee
made in good faith shall be final, conclusive, and binding upon all parties.

         6.2 NO GUARANTEE OF EMPLOYMENT. Nothing contained herein shall be
construed as a contract of employment or deemed to give any Participant the
right to be retained in the employ of the Company or any Affiliate, or to
interfere with the rights of any such employer to discharge any individual at
any time, with, or without cause, except as may be otherwise agreed in writing
or provided by applicable law.

         6.3 NON-ALIENATION OF BENEFITS. No interest of a Participant in this
Plan and no benefit payable hereunder may be sold, transferred, assigned,
pledged, mortgaged, hypothecated, or encumbered in any manner, and any attempt
to sell, transfer, assign, pledge, mortgage, hypothecate, or encumber the same
shall be null, void and of no force or effect. Except to the extent required by
applicable law, no benefit hereunder shall be subject to legal process or
attachment for the payment of any claims of a creditor of a Participant or
beneficiary. Neither shall the benefits hereunder be liable for or subject to
the debts, contracts, liabilities, engagements or torts of any person to whom
such benefits or funds are payable, nor shall they be subject to garnishment,
attachment, or other legal or equitable process nor shall they be an asset in
bankruptcy, except that no amount shall be payable hereunder until and unless
any and all amounts representing debts or other obligations owed to the Company
or any Affiliate by Participant with respect to whom such amount would
otherwise be payable shall have been fully paid and satisfied.

         6.4 GOVERNING LAW. The Provisions of this Plan shall be construed
according to the laws of the State of Florida.

         6.5 GENDER AND NUMBER. The masculine pronoun wherever used shall
include the feminine. Wherever any words are used herein in the singular, they
shall be construed as though they were also used in the plural in all cases
where they shall so apply.

         6.6 TITLES AND HEADINGS. The titles to articles and headings of
sections of this Plan are for convenience of reference and in case of any
conflict the text of the Plan, rather than such titles and headings, shall
control.

         6.7 SUCCESSORS. This Plan shall be binding upon and inure to the
benefit of the Company, its successors and assigns and the Participant and his
heirs, executors, administrators and legal representatives.

         6.8 CALCULATIONS. Calculations of lump sum benefits under Section
4.2(a) under this Plan shall be made by utilizing the GATT Basis - 1983 GAM
mortality table with a 5.99% discount rate.



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