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                                                               EXHIBIT 10(iii).8

                                AMENDMENT OF THE
                     AMERICAN BANKERS INSURANCE GROUP, INC.
                    LEVERAGED EMPLOYEE STOCK OWNERSHIP PLAN

         WHEREAS, American Bankers Insurance Group, Inc. (the "Company")
maintains the American Bankers Insurance Group, Inc. Leveraged Employee Stock
Ownership Plan (the "Plan"); and

         WHEREAS, the Plan has previously been amended and further amendment is
desirable thereof;

         NOW, THEREFORE, IT IS RESOLVED that, pursuant to the power reserved to
the Company under Subsection 12.1 of the Plan, the Plan, as previously amended,
be and is hereby further amended, effective March 31, 1998, in the following
particulars:

1.       SECTION 3.2 IS AMENDED TO READ AS FOLLOWS:

         3.2     COMMENCEMENT OF PARTICIPATION. An Employee who has, on 
         January 1, 1988, completed an Eligibility Period shall be enrolled as
         a Participant as of January 1, 1988. Each other Employee shall become
         a Participant on the January 1 or July 1 coinciding with or next
         following the date on which he shall have completed an Eligibility
         Period and attained his 18th birthday.

         NOTWITHSTANDING THE FOREGOING, ANY EMPLOYEE AS OF MARCH 31, 1998 WHO
         HAS COMPLETED 9 MONTHS OF SERVICE AND ATTAINED AGE 18 AS OF MARCH 31,
         1998 SHALL BECOME A PARTICIPANT AS OF MARCH 31, 1998.

2.       A NEW SECTION 5.1(E) IS ADDED TO READ AS FOLLOWS:

         (E)     NOTWITHSTANDING THE FOREGOING, EFFECTIVE MARCH 31, 1998, THE
         ACCOUNT MAINTAINED FOR EACH PARTICIPANT WILL BE CREDITED AS OF MARCH
         31, 1998 WITH HIS ALLOCABLE SHARE OF (1) STOCK PURCHASED BY THE TRUST
         FUND USING CASH CONTRIBUTED BY THE EMPLOYER, IF ANY, (2) CASH
         CONTRIBUTIONS BY THE EMPLOYER, AND (3) STOCK RELEASED FROM THE
         SUSPENSE SUBFUND PURSUANT TO PARAGRAPH 5.3. THE ALLOCATION OF
         CONTRIBUTIONS SHALL BE MADE ONLY TO THE ACCOUNTS OF THOSE PARTICIPANTS
         WHO WERE IN EMPLOYMENT ON MARCH 31, 1998 OR WHO TERMINATED EMPLOYMENT,
         DURING THE PERIOD JANUARY 1, 1998 TO MARCH 31, 1998, ON OR AFTER HIS
         RETIREMENT DATE, BECAUSE OF DEATH OR BY REASON OF TOTAL AND PERMANENT
         DISABILITY (AS DEFINED IN ARTICLE VI HEREOF) OR RETIREMENT.


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3.       SECTION 5.4 IS AMENDED TO READ AS FOLLOWS:

         5.4     ALLOCATIONS OF CONTRIBUTIONS AND SHARES. Shares of Stock 
         released from the Suspense Subfund for a Calendar Year in accordance
         with Paragraph 5.3 hereof and all contributions under Paragraph 5.1
         shall be held in the Fund on an unallocated basis until allocated by
         the Committee as of the last day of such Calendar Year. Except to the
         extent provided in Section 5.1(b) or (d) and this section, the
         allocation of such shares and funds among the Accounts of Participants
         shall be made among the Accounts of those Participants who were in
         Employment on the last day of such Calendar Year. If cash dividends
         (declared on Stock that had been acquired with an Exempt Loan and that
         are allocated to a Participant's Account) are used to make payments on
         such Exempt Loan, then Stock with a fair market value at least equal
         to the amount of such dividends released from the Suspense Subfund
         shall be allocated to such Participant's Account. The remaining number
         of shares and funds allocable to a Participant's Account after
         application of the preceding sentence shall be the number of such
         shares and funds which bears the same ratio to the total of such
         remaining shares released (and any other Employer contribution) for
         such Calendar Year and allocable to the contribution made by the
         Employer as the Earnings for the Calendar Year of such Participant
         while in Employment bears to the total Earnings for the Calendar Year
         of all Participants entitled to an allocation under this Paragraph 5.4
         for that Calendar Year. All Stock in the Fund, other than Stock held
         in the Suspense Subfund as of the last day of a Calendar Year, must be
         allocated to Accounts as of such last day. Notwithstanding the
         foregoing, a Participant shall be entitled to an allocation for the
         Calendar Year in which the Participant terminates employment due to
         Retirement, death, or disability (defined as being eligible to receive
         benefits under Paragraph 6.1) regardless of whether the Participant
         was in Employment on the last business day of such Calendar Year.

         NOTWITHSTANDING THE FOREGOING, EFFECTIVE MARCH 31, 1998, SHARES OF
         STOCK RELEASED FROM THE SUSPENSE SUBFUND FOR THE PERIOD JANUARY 1,
         1998 THROUGH MARCH 31, 1998 IN ACCORDANCE WITH PARAGRAPH 5.3 HEREOF
         AND ALL CONTRIBUTIONS UNDER PARAGRAPH 5.1 SHALL BE HELD IN THE FUND ON
         AN UNALLOCATED BASIS UNTIL ALLOCATED BY THE COMMITTEE AS OF MARCH 31,
         1998. EXCEPT TO THE EXTENT PROVIDED IN SECTION 5.1(E) AND THIS
         PARAGRAPH, THE ALLOCATION OF SUCH SHARES AND FUNDS AMONG THE ACCOUNTS
         OF PARTICIPANTS SHALL BE MADE AMONG THE ACCOUNTS OF THOSE PARTICIPANTS
         WHO WERE IN EMPLOYMENT ON MARCH 31, 1998. IF CASH DIVIDENDS (DECLARED
         ON STOCK THAT HAD BEEN ACQUIRED WITH AN EXEMPT LOAN AND THAT ARE
         ALLOCATED TO A PARTICIPANT'S ACCOUNT) ARE USED TO MAKE PAYMENTS ON
         SUCH EXEMPT LOAN, THEN STOCK WITH A FAIR MARKET VALUED AT LEAST EQUAL
         TO THE AMOUNT OF SUCH DIVIDENDS RELEASED FROM THE SUSPENSE SUBFUND
         SHALL BE ALLOCATED TO SUCH PARTICIPANT'S ACCOUNT. THE REMAINING NUMBER
         OF SHARES AND FUNDS ALLOCABLE TO A PARTICIPANT'S ACCOUNT AFTER
         APPLICATION OF THE PRECEDING SENTENCE SHALL BE THE NUMBER OF SUCH
         SHARES AND FUNDS WHICH BEARS THE SAME RATIO TO THE TOTAL OF SUCH
         REMAINING SHARES RELEASED (AND ANY OTHER EMPLOYER CONTRIBUTION) FOR
         THE PERIOD JANUARY 1, 1998 THROUGH MARCH 31, 1998 AND ALLOCABLE TO THE
         CONTRIBUTION MADE BY THE EMPLOYER AS THE EARNINGS FOR THE PERIOD
         JANUARY 1, 1998 THROUGH MARCH 31, 1998 OF SUCH PARTICIPANT WHILE IN
         EMPLOYMENT BEARS TO THE 


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         TOTAL EARNINGS FOR THE PERIOD JANUARY 1, 1998 THROUGH MARCH 31, 1998
         OF ALL PARTICIPANTS ENTITLED TO AN ALLOCATION UNDER THIS PARAGRAPH FOR
         THE PERIOD JANUARY 1, 1998 THROUGH MARCH 31, 1998. TO THE EXTENT SUCH
         ALLOCATION IS FOUND TO BE DISCRIMINATORY UPON TESTING BASED ON THE
         TOTAL EARNINGS FOR THE CALENDAR YEAR, AN ADDITIONAL CONTRIBUTION WILL
         BE MADE TO THE ACCOUNTS OF PARTICIPANTS WHO ARE NOT HIGHLY COMPENSATED
         EMPLOYEES. NOTWITHSTANDING THE FOREGOING, A PARTICIPANT SHALL BE
         ENTITLED TO AN ALLOCATION FOR THE PERIOD JANUARY 1, 1998 THROUGH MARCH
         31, 1998 IF THE PARTICIPANT TERMINATES EMPLOYMENT DUE TO RETIREMENT,
         DEATH, OR DISABILITY (DEFINED AS BEING ELIGIBLE TO RECEIVE BENEFITS
         UNDER PARAGRAPH 6.1) DURING THE PERIOD JANUARY 1, 1998 THROUGH MARCH
         1998 REGARDLESS OF WHETHER THE PARTICIPANT WAS IN EMPLOYMENT ON MARCH
         31, 1998.



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