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                                                                  EXHIBIT 10(w)

           AMENDMENT TO 1991 STOCK OPTION/RESTRICTED STOCK AWARD PLAN


WHEREAS, that with respect to the American Bankers Insurance Group, Inc. 1991
Stock Option/Restricted Stock Award Plan, as amended May 25, 1993 (the "Plan"),
employees entitled to receive Restricted Shares, as defined therein, shall be
given the right, during a limited period of time, to defer the vesting of such
Restricted Shares under each Option granted under the Plan for an additional
one, two or three year period, at the employee's election; and

WHEREAS, Section XIV of the Plan permits the Committee to amend the Plan
without shareholder approval because the amendments set forth below will not
(a) increase the aggregate number of shares which may be issued in connection
with Options; (b) change the Option exercise price; (c) increase the maximum
period during which Options may be exercised; (d) extend the term of the Plan;
or (e) materially modify the requirements as to eligibility for participation
in the Plan;

NOW, THEREFORE, IT IS HEREBY

      RESOLVED, that the definition of "Restricted Period" appearing in
      Section II of the Plan is hereby amended to read as follows:

            "Restricted Period" means a five-year period from
            the date an Option is exercised and Restricted Shares
            are issued until the date that the restrictions lapse
            and the full ownership rights of the Restricted Shares
            are transferred to the Employee, provided, however, in
            the case where the Committee has granted the right to
            elect a longer Restricted Period of six, seven or
            eight years to a grantee and where the grantee has so
            elected, the Restricted Period shall be such six,
            seven or eight year period.


      RESOLVED FURTHER, that Section VII.(e) of the Plan is hereby
      amended to read as follows:

      (e)   Release of Transfer Restrictions During the
            Restricted Period in the Events of Death, Long-Term
            Disability or Retirement.  In the events of Death,
            Long-Term Disability, or Retirement of the Employee
            during the Restricted Period, the Transfer
            Restrictions with respect to the Restricted Shares
            shall lapse with respect to 20% of the Restricted
            Shares for each year in the Restricted Period
            commencing on the first day of the Restricted 


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            Period (i.e., if one of the events occurs during the 
            second year of the Restricted Period, 40% of the 
            Restricted Shares shall have no restrictions and the 
            employee or his or her designated beneficiaries shall 
            have the right to receive such shares without restrictions);
            provided, however, that where the grantee has elected
            a Restricted Period other than five years, then with
            respect to retirement, the Transfer Restrictions for
            the Restricted Shares shall lapse as to 16.67% of the
            Restricted Shares if a six year Restricted Period is
            elected, 14.29% of the Restricted Shares if a seven
            year Restricted Period is elected, or 12.5% of the
            Restricted Shares if an eight year Restricted Period
            is elected.  All remaining Restricted Shares shall be
            forfeited.


      RESOLVED FURTHER, that the employees listed on Schedule A attached shall
      have the right to elect to defer vesting of Restricted Shares under the
      Plan for a limited time ending November 17, 1995.


      RESOLVED, that the officers of the Company are hereby authorized
      to do or cause to be done any and all such further acts or things
      and to exercise and deliver any and all such documents and papers
      that are necessary or desirable in order to carry into effect the
      purposes and intent of the foregoing resolutions.