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                                                            EXHIBIT 10(iii).15


                     AMERICAN BANKERS INSURANCE GROUP, INC.

                 1994 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN

         1. PURPOSE OF THE PLAN.

            The purpose of this Non-Employee Directors' Stock Option Plan is to
promote the success of American Bankers Insurance Group, Inc. (the "Company")
by attracting and retaining non-employee directors. The Plan supplements the
non-employee directors' cash compensation and provides a means for them to
increase their holdings of common stock of the Company, thereby fostering an
increased personal interest in the Company's continued success and progress, to
the mutual benefit of directors, employees and Shareholders of the Company. It
is intended that this Plan qualify under Rule 16b-3 ("Rule 16b-3") promulgated
under Section 16 of the Securities Exchange Act of 1934, as amended 
("Section 16").

         2. DEFINITIONS.

            As used herein, the following definitions shall apply:

                2.1 The "Company" means American Bankers Insurance Group, Inc.,
            a Florida corporation.

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

                2.3 "Business Day" means a day on which the New York Stock
            Exchange is open for trading business.

                2.4 "Committee" means the Planning and Compensation Committee
            of the Board, which is the designated administrator of the Plan.

                2.5 "Common Stock" means the Common Stock, par value $1.00 per
            share of the Company.

                2.6 "Code" means the Internal Revenue Code of 1986, as amended.

                2.7 "Director" means a member of the Board.

                2.8 "Eligible Director" means any Director who is not an
            employee, full time or part time, of the Company or any Subsidiary.

                2.9 "Fair Market Value" when used in connection with Common
            Stock on a certain date means the last reported sale price as
            reported by the NASDAQ System on the relevant date, or if no
            quotation shall have been 


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            made on that date, on the next preceding day on which there was a
            quotation.

                2.10 "Grant Date" means the date of each Annual Meeting of the
            Board subsequent to the approval of the Plan by the Shareholders.

                2.11 "Long-Term Disability" means a disability within the
            meaning of Section 22(e)(3) of the Code.

                2.12 "Option" means a stock option granted pursuant to this
            Plan.

                2.13 "Option Agreement" means the agreement between the Company
            and an Optionee respecting the grant of an Option.

                2.14 "Option Stock" means stock subject to an Option granted
            pursuant to this Plan.

                2.15 "Optionee" means a person who receives an Option.

                2.16 "Plan" means the Company's 1994 Non-Employee Directors'
            Stock Option Plan.

                2.17 "Shares" means the shares of Common Stock.

                2.18 "Shareholders" means the holders of Shares.

         3. STOCK SUBJECT TO THE PLAN.

            Subject to the provisions of Section 10 of this Plan, the maximum
aggregate number of Shares which may be optioned and sold under the Plan,
excluding those Shares constituting the unexercised portion of any cancelled,
terminated or expired Options, is 50,000 Shares, subject to adjustment in
accordance with Section 9 of this Plan. These Shares may be authorized but
unissued or reacquired Shares.

            If an Option should expire or become unexercisable for any reason
without having been exercised in full, the unpurchased Shares which were
subject thereto shall, unless the Plan shall have been terminated, become
available for the grant of other Options under the Plan.

         4. ADMINISTRATION OF THE PLAN.

            This Plan shall be administered by the Committee. The Committee
shall have authority to adopt such rules and regulations, and to make such
determinations as are not inconsistent with the 


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Plan and are necessary or desirable for its implementation and administration.
All determinations and decisions made by the Committee pursuant to the Plan
shall be final, conclusive and binding on all persons, including the Company,
its Shareholders, Eligible Directors and their estates and beneficiaries.

         5. GRANTS OF OPTIONS.

                5.1 Nondiscretionary Annual Grants. Each Eligible Director
            shall receive an annual grant of an Option to purchase 1,000 Shares.

                5.2 Adjustment. The number of Shares subject to an Option shall
            be subject to adjustment from time to time in accordance with
            Section 9 hereof.

         6. TERM OF PLAN.

            Subject to approval of Shareholders as contemplated by Section
10.1, this Plan shall become effective upon its adoption by the Board, and
shall continue in effect until all Options granted hereunder have expired or
been exercised, unless sooner terminated under the provisions relating thereto.
No Option shall be granted after 10 years from the earlier of the date of
adoption of this Plan by the Board or its approval by the Shareholders as
contemplated by Section 10.1.

         7. TERMS OF OPTION AGREEMENT.

            Upon the grant of each Option, the Company and the Optionee shall
enter into an Option Agreement which shall specify the Grant Date and the
purchase price, and shall include or incorporate by reference the substance of
the following provisions and, as the Committee may determine, such other
provisions consistent with this Plan.

                7.1 Term. The term of the Option shall be five years from its
            Grant Date unless otherwise extended by the Board, subject to
            earlier termination in accordance with Sections 7.6, 7.7 or 7.8
            hereof.

                7.2 Exercise. The Option shall be exercisable immediately upon
            the expiration of a six (6) month waiting period which begins on
            the Grant Date. During the Optionee's lifetime, an Option shall be
            exercisable only by the Optionee, except in the event of the
            Long-Term Disability of an Optionee, an Option may be exercised by
            the Optionee's legal representative in accordance with Section 7.8
            hereof.


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                7.3 Purchase Price. The purchase price of a particular Share
            shall be equal to the Fair Market Value of a Share on the Grant
            Date of the corresponding Option.

                7.4 Payment of Purchase Price. The purchase price of Shares
            acquired pursuant to an Option shall be paid at the time the Option
            is exercised. Payment of the purchase price shall be made in cash
            or Shares valued at the Fair Market Value on the date of exercise
            of the Option, provided such shares have been held for at least six
            (6) months.

                7.5 Transferability. An Option shall not be transferable other
            than by will or the laws of descent and distribution.

                7.6 Termination of Membership on the Board. If an Optionee's
            membership on the Board terminates for any reason other than death
            or Long-Term Disability, an Option held at the date of termination
            shall expire on termination, and may not be exercised following
            such time.

                7.7 Termination by Death. In the case of an Optionee's death,
            an Option held at such time (but only to the extent exercisable on
            the date of death in accordance with Section 7.2) may be exercised
            in whole or in part at any time within 6 months after the date of
            death (but in no event after the term of the Option expires) and
            shall thereafter automatically terminate. Such Options may be
            exercised by the person or persons (including his estate) to whom
            the Optionee's rights under such Option shall have passed by will
            or by laws of descent and distribution. Any Options which may not
            be exercised as of the date of death shall expire immediately and
            may not be exercised.

                7.8 Termination Due to Long-Term Disability. In the case of the
            Long-Term Disability of an Optionee causing Optionee's termination
            as a Director, an Option held at such time (but only to the extent
            exercisable on the date the Optionee ceases to become a Director in
            accordance with Section 7.2) may be exercised in whole or in part
            at any time within 6 months after the date on which the Optionee
            ceased to be a Director (but in no event after the term of the
            Option expires) and shall thereafter automatically terminate. Such
            Options may be exercised by the Optionee or the legal
            representative of the Optionee. Any Options which may not be
            exercised as of the date the Optionee ceases to be a Director shall
            expire immediately and may not be exercised.


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                7.9 Non-Qualified Plan. An Option under this Plan shall not be
            treated as an "incentive stock option" as such term is defined in
            Section 422(b) of the Code.

         8. EXERCISE OF OPTIONS.

            Any Option granted hereunder shall be exercisable as specified in
Section 7.2 hereof, under such conditions as the Committee shall designate
under the terms of the Plan and of the Option Agreement. An Option shall be
exercisable in whole or in part, at any time after becoming exercisable, but
not later than the date the Option expires as specified in Section 7.1.
Fractional shares may not be issued when an Option is exercised.

            An Option shall be deemed to be exercised when written notice of
such exercise has been given to the Company in accordance with the terms of the
Option Agreement by the person entitled to exercise the Option and full payment
for the Shares in respect of which the Option is exercised has been received by
the Company. Until the issuance of the stock certificates (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company), no right to vote or receive dividends or any other
rights as a stockholder shall exist with respect to Option Stock
notwithstanding the exercise of the Option. No adjustment will be made for a
dividend or other rights for which the record date is prior to the date the
stock certificates are issued except as provided in Section 10 of the Plan.

         9. ADJUSTMENT UPON CHANGES IN CAPITALIZATION.

            The number of Shares which may be issued under the Plan, as stated
in Section 3 hereof, the number of Shares issuable with respect to any
subsequent grants of Options under Section 5 hereof, and the number of Shares
issuable upon exercise of outstanding Options under the Plan (as well as the
exercise price per share under such outstanding Options), shall, in accordance
with the provisions of Section 424(a) of the Code, be adjusted by the Committee
to reflect any stock dividend, stock split, share combination, or similar
change in the capitalization of the Company. In the event any such change in
capitalization cannot be reflected in a straight mathematical adjustment of the
number of shares issuable upon the exercise of outstanding Options (and a
straight mathematical adjustment to the exercise price thereof), the Committee
shall make such adjustments as are appropriate to reflect most nearly such
straight mathematical adjustments.

            In the event of a proposed dissolution, liquidation, or sale of a
substantial portion of the assets of the Company, or of a merger or
consolidation in which Shareholders are to receive cash, securities or other
property, and provision is not made for the continuance and assumption of
Options under the Plan, or the 

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substitution for such options of new options to acquire securities or other
property to be delivered in connection with the transaction, the Committee
shall terminate all outstanding Options upon at least seven days' prior notice
to each Optionee and cause the Company to pay to each Optionee an amount in
cash with respect to each Share to which a terminated Option pertains equal to
the difference between the purchase price of each such Share and the
consideration per Share to be received by the Shareholders in connection with
such transaction.

         10. APPROVAL, AMENDMENT AND TERMINATION OF THE PLAN.

                10.1 Approval. This Plan shall be adopted by the Board, and
            shall be presented to the Shareholders of the Company for their
            approval by vote of a majority of such Shareholders present, or
            represented at a meeting duly held, such approval to be given
            within twelve (12) months before or after the date of adoption
            hereof.

                10.2 Amendment. The Committee may amend this Plan at any time
            and from time to time in such respects as the Committee may deem
            advisable, subject to any regulatory or Shareholder approval
            required by law or required for transactions under this Plan to
            maintain exempt status under Rule 16b-3 of the Securities Exchange
            Act of 1934; provided that in no event shall the Plan be amended
            more than once every six months other than to comport with changes
            in the Internal Revenue Code, the Employee Retirement Income
            Security Act, or the rules thereunder. In addition, the Plan shall
            not be amended to increase materially the benefits accruing to
            participants under the Plan without Shareholder approval.

                10.3 Termination and Suspension. At any time with the approval
            of the Board, the Committee may terminate or suspend this Plan
            without further approval of the Shareholders. Any such termination
            or suspension of the Plan shall not affect Options already granted
            and such Options shall remain in full force and effect as if this
            Plan had not been terminated or suspended. No Option may be granted
            while the Plan is suspended or after it is terminated.


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         11. REQUIREMENTS OF LAW.

                11.1 Requirements of Law. The granting of Options and the
            issuance of Shares under the Plan shall be subject to all
            applicable laws, rules and regulations, and to such approvals by
            any governmental agencies or national securities exchanges as may
            be required.

                11.2 Governing Law. To the extent not preempted by Federal law,
            the Plan, and all agreements hereunder, shall be construed in
            accordance with and governed by the laws of the State of Florida.

         12. GENERAL PROVISIONS.

                12.1 No Right to Continue. Nothing in the Plan or any
            instrument executed pursuant to the Plan will confer upon any
            Eligible Director any right to continue to be a Director or affect
            the right of the Shareholders to terminate the directorship of any
            Eligible Director.

                12.2 Expenses. All costs and expenses incurred in connection
            with the administration of the Plan including any excise tax
            imposed upon the transfer of Shares pursuant to the exercise of an
            Option shall be borne by the Company.

                12.3 Notices. Notices and other communications required or
            permitted to be made under the Plan shall be in writing and shall
            be deemed to have been duly given if personally delivered or sent
            by first class mail addressed (a) if to an Eligible Director, at
            the Director's address set forth in the corporate records of the
            Company or (b) if to the Company, to its Secretary at its principal
            executive offices.



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