<PAGE>   1
                                                                     EXHIBIT 3.1



                           THIRD AMENDED AND RESTATED

                            ARTICLES OF INCORPORATION

                                       OF

                     AMERICAN BANKERS INSURANCE GROUP, INC.


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


         American Bankers Insurance Group, Inc., a corporation organized and
existing under the laws of the State of Florida, does hereby certify pursuant to
Section 607.1007, Florida Statutes, that:

         1. The name of the corporation is American Bankers Insurance Group,
Inc.

         2. These Third Amended and Restated Articles of Incorporation have been
duly adopted by the Board of Directors of American Bankers Insurance Group,
Inc., without shareholder action, pursuant to a written consent to action dated
as of July 16, 1996, and include amendments to Article IV authorizing a new
class of preferred stock, referred to in these Third Amended and Restated
Articles of Incorporation as $3.125 Series B Cumulative Convertible Preferred
Stock, and setting forth the rights, preferences and limitations of such $3.125
Series B Cumulative Convertible Preferred Stock. These amendments do not require
shareholder action.

         3. There are no discrepancies between the provisions of the
Corporation's Second Amended and Restated Articles of Incorporation as
heretofore amended and the provisions of these Third Amended and Restated
Articles of Incorporation other than the inclusion of the foregoing amendments
and the omission of matters of historical interest.

                                ARTICLE I - NAME

The name of the Corporation is American Bankers Insurance Group, Inc.

                              ARTICLE II - DURATION

The Corporation shall exist perpetually until dissolved according to law.

                              ARTICLE III - PURPOSE

The Corporation shall be authorized to exercise and enjoy all powers, rights,
and privileges granted by the laws of the State of Florida to corporations
organized thereunder, and all the powers conferred by all acts hereafter
amendatory of or supplemental to the laws of the State of Florida.


<PAGE>   2






                           ARTICLE IV - STATED CAPITAL

The Corporation shall be authorized to issue two classes of shares of stock to
be designated, respectively, "Common Stock" and "Preferred Stock"; the total
number of shares which the Corporation shall have authority to issue is
38,500,000; the total number of shares of Common Stock shall be 35,000,000 and
each such share shall have a par value of One Dollar ($1.00); and the total
number of shares of Preferred Stock shall be 3,500,000 and each share shall be
without par value.

Each outstanding share of Common Stock, regardless of class, shall be entitled
to one (1) vote on each matter submitted to a vote at a meeting of shareholders.
Shares of Common Stock may be issued for such consideration, having a value not
less than the par value of the shares issued therefor, as is determined from
time to time by the Board of Directors, to be paid, in whole or in part, in cash
or other property, tangible or intangible, or in labor or then services actually
performed for the Corporation. Shares of Common Stock may not be issued until
the full amount of the consideration therefor has been paid. Thereafter, such
shares shall be deemed to be paid and non-assessable.

The shares of Preferred Stock may be issued from time to time in one or more
series. The Board of Directors is expressly vested with authority to fix by
resolution or resolutions the designations and the powers, preferences and
relative, participating, optional or other special rights, and qualifications,
limitations and restrictions thereof, including, without limitation the voting
powers, if any, the dividend rate, conversion rights, redemption price, or
liquidation preference, of any series of shares of Preferred Stock, and to fix
the number of shares constituting any such series, and to increase or decrease
the number of shares of any such series (but not below the number of shares
thereof then outstanding). In case the number of shares of any such series shall
be so decreased, the shares constituting such decrease shall resume the status
which they had prior to the adoption of the resolution or resolutions originally
fixing the number of shares of such series."












                                       2
<PAGE>   3



                     SERIES A PARTICIPATING PREFERRED STOCK

         Section 1. DESIGNATION AND AMOUNT. The shares of such series shall be
designated as "Series A Participating Preferred Stock." The shares constituting
such series shall be without par value. The number of shares constituting such
series shall be 350,000.

         Section 2. DIVIDENDS AND DISTRIBUTION.

         (A) Subject to the prior and superior rights of the holders of any
shares of any series of Preferred Stock ranking prior and superior to the shares
of Series A Participating Preferred Stock with respect to dividends, the holders
of shares of Series A Participating Preferred Stock shall be entitled to
receive, when, as and if declared by the Board of Directors out of funds legally
available for the purpose, quarterly dividends payable in cash on the last day
of March, June, September, and December in each year (each such date being
referred to herein as a "Quarterly Dividend Payment Date"), commencing on the
first Quarterly Dividend Payment Date after the first issuance of a share or
fraction of a share of Series A Participating Preferred Stock, in an amount per
share (rounded to the nearest cent) equal to the greater of (a) $3.125 or (b)
subject to the provisions for adjustment hereinafter set forth, 100 times the
aggregate per share amount of all cash dividends, and 100 times the aggregate
per share amount (payable in kind) of all non-cash dividends or other
distributions other than a dividend payable in shares of Common Stock or a
subdivision of the outstanding shares of Common Stock (by reclassification or
otherwise), declared on the Common Stock, par value $1.00 per share, of the
Corporation, (the "Common Stock") since the immediately preceding Quarterly
Dividend Payment Date, or with respect to the first Quarterly Dividend Payment
Date, since the first issuance of any share or fraction of a share of Series A
Participating Preferred Stock. In the event the Corporation shall at any time
after February 24, 1988 (the "Rights Declaration Date") (i) declare any dividend
on Common Stock payable in shares of Common Stock, (ii) subdivide the
outstanding Common Stock, or (iii) combine the outstanding Common Stock into a
smaller number of shares, then in each such case the amount to which holders of
shares of Series A Participating Preferred Stock were entitled immediately prior
to such event under clause (b) of the preceding sentence shall be adjusted by
multiplying such amount by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

         (B) The Corporation shall declare a dividend or distribution on the
Series A Participating Preferred Stock as provided in paragraph (A) above
immediately after it declares a dividend or distribution on the Common Stock
(other than a dividend payable in shares of Common Stock); provided that, in the
event no dividend or distribution shall have been declared on the Common Stock
during the period between any Quarterly Dividend Payment Date and the next
subsequent Quarterly Dividend Payment Date, a





                                       3
<PAGE>   4

dividend of $3.125 per share on the Series A Participating Preferred Stock shall
nevertheless be payable on such subsequent Quarterly Dividend Payment Date.

         (C) Dividends shall begin to accrue and be cumulative on outstanding
shares of Series A Participating Preferred Stock from the Quarterly Dividend
Payment Date next preceding the date of issue of such shares of Series A
Participating Preferred Stock, unless (i) the date of issue of such shares is
prior to the record date for the first Quarterly Dividend Payment Date, in which
case dividends on such shares shall begin to accrue from the date of issue of
such shares, or (ii) the date of issue is a Quarterly Dividend Payment Date or
is a date after the record date for the determination of holders of shares of
Series A Participating Preferred Stock entitled to receive a quarterly dividend
and before such Quarterly Dividend Payment Date, in either of which events such
dividends shall begin to accrue and be cumulative from such Quarterly Dividend
Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends
paid on the shares of Series A Participating Preferred Stock in an amount less
than the total amount of such dividends at the time accrued and payable on such
shares shall be allocated pro rata on a share-by-share basis among all such
shares at the time outstanding. The Board of Directors may fix a record date for
the determination of holders of shares of Series A Participating Preferred Stock
entitled to receive payment of a dividend or distribution declared thereon,
which record date shall be no more than 60 days prior to the date fixed for the
payment thereof.

         Section 3. VOTING RIGHTS. The holders of shares of Series A
Participating Preferred Stock shall have the following voting rights:

         (A) Subject to the provision for adjustment hereinafter set forth, each
share of Series A Participating Preferred Stock shall entitle the holder thereof
to 100 votes on all matters submitted to a vote of the shareholders of the
Corporation. In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such case
the number of votes per share to which holders of shares of Series A
Participating Preferred Stock were entitled immediately prior to such event
shall be adjusted by multiplying such number by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.

         (B) Except as otherwise provided by the Third Amended and Restated
Articles of Incorporation of the Corporation, or by law, the holders of shares
of Series A Participating Preferred Stock and the holders of shares of Common
Stock (and any other capital stock



                                       4

<PAGE>   5

of the Corporation at the time entitled thereto) shall vote together as one
class on all matters submitted to a vote of shareholders of the Corporation.

         (C) Except as set forth herein, holders of Series A Participating
Preferred Stock shall have no special voting rights and their consent shall not
be required (except to the extent they are entitled to vote with holders of
Common Stock as set forth herein) for taking any corporate action.

         Section 4. CERTAIN RESTRICTIONS.

         (A) Whenever quarterly dividends or other dividends or distributions
payable on a Series A Participating Preferred Stock as provided in Section 2 are
in arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on shares of Series A Participating
Preferred Stock outstanding shall have been paid in full, the Corporation shall
not:

         (i) declare or pay dividends on, make any other distributions on, or
         redeem or purchase or otherwise acquire for consideration any shares of
         stock ranking junior (either as to dividends or upon liquidation,
         dissolution or winding up) to the Series A Participating Preferred
         Stock;

         (ii) declare or pay dividends on or make any other distributions on any
         shares of stock ranking on a parity (either as to dividends or upon
         liquidation, dissolution or winding-up) with the Series A Participating
         Preferred Stock, except dividends paid ratably on the Series A
         Participating Preferred Stock and all such parity stock on which
         dividends are payable or in arrears in proportion to the total amounts
         to which the holders of all such shares are then entitled;

         (iii) redeem or purchase or otherwise acquire for consideration shares
         of any stock ranking on a parity (either as to dividends or upon
         liquidation, dissolution or winding up) with the Series A Participating
         Preferred Stock, provided that the Corporation may at any time redeem,
         purchase or otherwise acquire shares of any such parity stock in
         exchange for shares of any stock of the Corporation ranking junior
         (either as to dividends or upon dissolution, liquidation or winding up)
         to the Series A Participating Preferred Stock;

         (iv) purchase or otherwise acquire for consideration any shares of
         Series A Participating Preferred Stock, or any shares of stock ranking
         on a parity with the Series A Participating Preferred Stock, except in
         accordance with a purchase offer made in writing or by publication (as
         determined by the Board of Directors) to all holders of such shares
         upon such terms as the Board of Directors, after consideration of the
         respective annual dividend rates and other relative rights and




                                       5



<PAGE>   6

         preferences of the respective series and classes, shall determine in
         good faith will result in fair and equitable treatment among the
         respective series or classes.

         (B) The Corporation shall not permit any subsidiary of the Corporation
to purchase or otherwise acquire for consideration any shares of stock of the
Corporation unless the Corporation could, under paragraph (A) of this Section 4,
purchase or otherwise acquire such shares at such time and in such manner.

         Section 5. RE-ACQUIRED SHARES. Any shares of Series A Participating
Preferred Stock purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired and cancelled promptly after the acquisition
thereof. All such shares shall upon their cancellation become authorized but
unissued shares of Preferred Stock and may be reissued as part of a new series
of Preferred Stock to be created by resolution or resolutions of the Board of
Directors, subject to the conditions and restrictions on issuance set forth
herein.

         Section 6. LIQUIDATION, DISSOLUTION OR WINDING-UP.

         (A) Upon any liquidation (voluntary or otherwise), dissolution or
winding up of the Corporation, no distribution shall be made to the holders of
shares of stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Participating Preferred Stock unless,
prior thereto, the holders of shares of Series A Participating Preferred Stock
shall have received $100.00 per share, plus an amount equal to accrued and
unpaid dividends and distributions thereon, whether or not declared, to the date
of such payment (the "Series A Liquidation Preference"). Following the payment
of the full amount of the Series A Liquidation Preference, no additional
distributions shall be made to the holders of shares of Series A Participating
Preferred Stock unless, prior thereto, the holders of shares of Common Stock
shall have received an amount per share (the "Common Adjustment") equal to the
quotient obtained by dividing (i) the Series A Liquidation Preference by (ii)
100 (as appropriately adjusted as set forth in paragraph C below to reflect such
events as stock splits, stock dividends and recapitalizations with respect to
the Common Stock) (such number in clause (ii) the "Adjustment Number").
Following the payment of the full amount of the Series A Liquidation Preference
and the Common Adjustment in respect of all outstanding shares of Series A
Participating Preferred Stock and Common Stock, respectively, holders of Series
A Participating Preferred Stock and holders of shares of Common Stock shall
receive their ratable and proportionate share of the remaining assets to be
distributed in the ratio of the Adjustment Number to one (1) with respect to
such Series A Participating Preferred Stock and Common Stock, on a per share
basis, respectively.

         (B) In the event, however, that there are not sufficient assets
available to permit payment in full of the Series A Liquidation Preference and
the liquidation preferences of all other series of Preferred Stock, if any,
which rank on a parity with the Series A





                                       6


<PAGE>   7

Participating Preferred Stock, then such remaining assets shall be distributed
ratably to the holders of such parity shares in proportion to their respective
liquidation preferences. In the event, however, that there are not sufficient
assets available to permit payment in full of the Common Adjustment, then such
remaining assets shall be distributed ratably to the holders of Common Stock.

         (C) In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such case
the Adjustment Number in effect immediately prior to such event shall be
adjusted by multiplying such Adjustment Number by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.

         Section 7. CONSOLIDATION, MERGER, ETC. In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in which
the shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case the shares of
Series A Participating Preferred Stock shall at the same time be similarly
exchanged or changed in an amount per share (subject to the provision for
adjustment hereinafter set forth) equal to 100 times the aggregate amount of
stock, securities, cash and/or any other property (payable in kind), as the case
may be, into which or for which each share of Common Stock is changed or
exchanged. In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such case
the amount set forth in the preceding sentence with respect to the exchange or
change of shares of Series A Participating Preferred Stock shall be adjusted by
multiplying such amount by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

         Section 8. NO REDEMPTION. The shares of Series A Participating
Preferred Stock shall not be redeemable.

         Section 9. RANKING. The Series A Participating Preferred Stock shall
rank junior to all other series of the Corporation's Preferred Stock as to the
payment of dividends and the distribution of assets, unless the terms of any
such series shall provide otherwise.

         Section 10. AMENDMENT. The Third Amended and Restated Articles of
Incorporation of the Corporation, any further amendments thereto, and any
certificate amendatory thereof or supplemental thereto shall not be amended or
further amended in any manner







                                       7

<PAGE>   8

which would materially alter or change the powers, preferences or special rights
of the Series A Participating Preferred Stock so as to affect them adversely
without the affirmative vote of the holders of such percentage of the
outstanding shares of Series A Participating Preferred Stock, voting separately
as a class, as may be required under (i) the Florida General Corporation Act or
(ii) the Third Amended and Restated Articles of Incorporation of the
Corporation, whichever requires a greater percentage.

         Section 11. FRACTIONAL SHARES. Series A Participating Preferred Stock
may be issued in fractions of a share which shall entitle the holder, in
proportion to such holder's fractional shares, to exercise voting rights,
receive dividends, participate in distributions and to have the benefit of all
other rights of holders of Series A Participating Preferred Stock.

             $3.125 SERIES B CUMULATIVE CONVERTIBLE PREFERRED STOCK

         Section I: DESIGNATION OF SERIES AND NUMBER OF SHARES TO BE INITIALLY
ISSUABLE THEREIN. This series of Preferred Stock shall be designated "$3.125
Series B Cumulative Convertible Preferred Stock" (hereinafter called the
"Convertible Preferred Stock"), no par value, of which 2,300,000 shares shall be
initially issuable.

         Section II: RANK. All shares of Convertible Preferred Stock shall rank
prior, both as to payment of dividends and as to distributions of assets upon
liquidation, dissolution or winding up of the Corporation, whether voluntary or
involuntary, to all Junior Stock.

         Section III. DIVIDENDS. The holders of Convertible Preferred Stock
shall be entitled to receive, when, as and if declared by the Board of Directors
out of funds at the time legally available therefor, dividends at the rate of
$3.125 per annum per share, and no more, which shall be fully cumulative, shall
accrue without interest from the date of initial issuance of such shares of
Convertible Preferred Stock (on a daily basis whether or not such amounts would
be available at that time for distribution to holders of shares of Convertible
Preferred Stock) and shall be payable in cash quarterly in arrears on February
1, May 1, August 1 and November 1 of each year commencing November 1, 1996 (with
respect to the period from such date of initial issuance to November 1, 1996)
(except that if any such date is not a Business Day, then such dividend shall be
payable on the next Business Day) to holders of record as they appear upon the
stock transfer books of the Corporation on such record dates, not more than
sixty days nor less than ten days preceding the payment dates for such
dividends, as are fixed by the Board of Directors (or, to the extent permitted
by applicable law, a duly authorized committee thereof). In no event shall any
such dividend record date be fixed less than (a) six Business Days prior to any
date fixed for the redemption of the Convertible Preferred Stock or (b) with
respect to the dividend payment date occurring on August 1, 2000 less than ten
Business Days prior to any date fixed for such redemption. Subject to the next
paragraph of this Section III, dividends on account of arrears for any past
dividend period may be declared and paid






                                       8
<PAGE>   9

at any time, without reference to any regular dividend payment date. The amount
of dividends payable per share of Convertible Preferred Stock for each quarterly
dividend period shall be computed by dividing the annual dividend amount by
four. The amount of dividends payable for the initial dividend period and any
period shorter than a full quarterly period shall be computed on the basis of a
360-day year of twelve 30-day months. No interest shall be payable in respect of
any dividend payment on the Convertible Preferred Stock which may be in arrears.

         No dividends or other distributions, other than dividends payable
solely in shares of Junior Stock, shall be declared, paid or set apart for
payment on shares of Junior Dividend Stock, unless and until all accrued and
unpaid dividends on the Convertible Preferred Stock for all dividend payment
periods ending on or before the payment date of such dividends or other
distributions on Junior Dividend Stock shall have been paid or declared and set
apart for payment.

         No payment on account of the purchase, redemption, retirement or other
acquisition of shares of Junior Dividend Stock or Junior Liquidation Stock shall
be made unless and until all accrued and unpaid dividends on the Convertible
Preferred Stock for all dividend payment periods ending on or before such
payment for such Junior Dividend Stock or Junior Liquidation Stock shall have
been paid or declared and set apart for payment; provided, however, that the
restrictions set forth in this sentence shall not apply to the purchase,
redemption, retirement, or other acquisition of Junior Dividend Stock or Junior
Liquidation Stock either (A) pursuant to any employee or director incentive or
benefit plan or arrangement (including any employment, severance or consulting
agreement) of the Corporation or any subsidiary of the Corporation heretofore or
hereafter adopted or (B) in exchange solely for Junior Stock.

         No full dividends shall be declared, paid or set apart for payment on
shares of Parity Dividend Stock for any period unless full cumulative dividends
have been, or contemporaneously are, paid or declared and set apart for such
payment on the Convertible Preferred Stock for all dividend payment periods
ending on or before the payment date of such dividends on Parity Dividend Stock.
No dividends shall be paid on Parity Dividend Stock except on dates on which
dividends are paid on the Convertible Preferred Stock. All dividends paid or
declared and set apart for payment on the Convertible Preferred Stock and the
Parity Dividend Stock shall be paid or declared and set apart for payment pro
rata so that the amount of dividends paid or declared and set apart for payment
per share on the Convertible Preferred Stock and the Parity Dividend Stock on
any date shall in all cases bear to each other the same ratio that accrued and
unpaid dividends to the date of payment on the Convertible Preferred Stock and
the Parity Dividend Stock bear to each other.

         No payment on account of the purchase, redemption, retirement or other
acquisition of shares of Junior Stock, Parity Dividend Stock or Parity
Liquidation Stock shall be made,



                                       9
<PAGE>   10

and, other than dividends to the extent permitted by the preceding paragraph, no
distributions shall be declared, paid or set apart for payment on shares of
Parity Dividend Stock or Parity Liquidation Stock, unless and until all accrued
and unpaid dividends on the Convertible Preferred Stock for all dividend payment
periods ending on or before such payment for, or the payment date of such
distributions on, such Parity Dividend Stock or Parity Liquidation Stock shall
have been paid or declared and set apart for payment; provided, however, that
the restrictions set forth in this sentence shall not apply to the purchase,
redemption, retirement, or other acquisition of Parity Dividend Stock or Parity
Liquidation Stock either (A) pursuant to any employee or director incentive or
benefit plan or arrangement (including any employment, severance or consulting
agreement) of the Corporation or any subsidiary of the Corporation hereafter
adopted or (B) in exchange solely for Junior Stock.

         Any reference to "distribution" contained in this Section III shall not
be deemed, except as expressly stated, to include any distribution made in
connection with any liquidation, dissolution or winding up of the Corporation,
whether voluntary or involuntary.

         Section IV. LIQUIDATION PREFERENCE. In the event of a liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary,
the holders of shares of Convertible Preferred Stock shall be entitled to
receive out of the assets of the Corporation available for distribution to
shareholders an amount equal to the dividends accrued and unpaid on such shares
on the date of final distribution to such holders, whether or not declared,
without interest, plus a sum equal to $50 per share, and no more, before any
payment shall be made or any assets distributed to the holders of shares of
Junior Liquidation Stock; provided, however, that such rights shall accrue to
the holders of shares of Convertible Preferred Stock only with respect to assets
(if any) remaining after the Corporation's payment obligations with respect to
the liquidation preferences of the shares of any class or series of the
Corporation's capital stock hereafter issued ranking prior to the Convertible
Preferred Stock as to distributions of assets upon such liquidation, dissolution
or winding up ("Senior Liquidation Stock") are fully met. The entire assets of
the Corporation available for distribution to shareholders after the liquidation
preferences of the shares of Senior Liquidation Stock are fully met shall be
distributed ratably among the holders of the Convertible Preferred Stock and any
Parity Liquidation Stock in proportion to the respective preferential amounts to
which each is entitled (but only to the extent of such preferential amounts).
After payment in full of the liquidation preferences of the share of the
Convertible Preferred Stock, the holders of such shares shall not be entitled to
any further participation in any distribution of assets by the Corporation. The
voluntary sale, lease, exchange or transfer of all or substantially all of the
Company's property or assets to, or its consolidation or merger with one or more
corporations shall not be deemed to be considered a voluntary or involuntary
liquidation, dissolution or winding up of the Corporation.




                                       10
<PAGE>   11



         Section V. REDEMPTION AT OPTION OF THE CORPORATION. The Convertible
Preferred Stock may not be redeemed by the Corporation prior to August 7, 2000.
On and after such date, the Convertible Preferred Stock may be redeemed by the
Corporation, at its option on any date set by the Board of Directors, in whole
or in part at any time, subject to the limitations, if any, imposed by the
Florida Business Corporation Act, for an amount in cash equal to the Redemption
Price.

         In case of the redemption of less than all of the then outstanding
Convertible Preferred Stock, the Corporation shall designate by lot, or in such
other manner as the Board of Directors may determine to be fair, the shares to
be redeemed, or shall effect such redemption pro rata. Notwithstanding the
foregoing, the Corporation shall not redeem less than all of the Convertible
Preferred Stock at any time outstanding until all dividends accrued and in
arrears upon all Convertible Preferred Stock then outstanding shall have been
paid in full for all past dividend periods.

         Not more than ninety nor less than thirty days prior to the date fixed
for redemption by the Board of Directors, notice thereof by first class mail,
postage prepaid, shall be given to the holders of record of the shares of
Convertible Preferred Stock to be redeemed, addressed to such holders at their
last addresses as shown upon the stock transfer books of the Corporation. Each
such notice of redemption shall specify the date fixed for redemption, the
Redemption Price, the place or places of payment, that payment will be made upon
presentation and surrender of the shares of Convertible Preferred Stock, that on
and after the date fixed for redemption dividends will cease to accrue on such
shares, the then-effective conversation price pursuant to Section VI, and that
the right of holders to convert shares of Convertible Preferred Stock shall
terminate at 5:00 p.m. New York City time on the Business Day prior to the date
fixed for redemption and if such conversion right is not exercised prior to such
time, such conversion right will be lost (unless the Corporation defaults in the
payment of the Redemption Price).

         Any notice that is mailed as herein provided shall be conclusively
presumed to have been duly given, whether or not the holder of shares of
Convertible Preferred Stock receives such notice; and failure to give such
notice by mail, or any defect in such notice, to the holders of any shares
designated for redemption shall not affect the validity of the proceedings for
the redemption of any other shares of Convertible Preferred Stock. On or after
the date fixed for redemption as stated in such notice, each holder of the
shares called for redemption shall surrender the certificate evidencing such
shares to the Corporation at the place designated in such notice and shall
thereupon be entitled to receive payment of the Redemption Price. If less than
all the shares evidenced by any such surrendered certificate are redeemed, a new
certificate shall be issued evidencing the unredeemed shares.

         No fractional shares of Convertible Preferred Stock shall be issued
upon redemption of less than all Convertible Preferred Stock. If more than one
certificate






                                       11

<PAGE>   12

evidencing shares of Convertible Preferred Stock shall be held at one time by
the same holder, the number of full shares issuable upon redemption of less than
all of such shares of Convertible Preferred Stock shall be computed on the basis
of the aggregate number of shares of Convertible Preferred Stock so held.
Instead of any fractional share of Convertible Preferred Stock that would
otherwise be issuable to a holder upon redemption of less than all shares of
Convertible Preferred Stock, the Corporation shall pay a cash adjustment in
respect of such fractional share in an amount equal to the same fraction of the
fair value per share of Convertible Preferred Stock (as determined in good faith
by the Board of Directors or in any manner prescribed by the Board of Directors)
at the close of business on the date fixed for redemption.

         Notice having been given as aforesaid, if, on the date fixed for
redemption, funds necessary for the redemption shall be available therefor and
shall have been deposited with a bank or trust company with irrevocable
instructions and authority to pay the Redemption Price to the holders of the
Convertible Preferred Stock, then, notwithstanding that the certificates
evidencing any shares so called for redemption shall not have been surrendered,
dividends with respect to the shares so called shall cease to accrue on and
after the date fixed for redemption, such shares shall no longer be deemed
outstanding, the holders thereof shall cease to be shareholders of the
Corporation and all rights whatsoever with respect to the shares so called for
redemption (except the right of the holders to receive the Redemption Price
without interest upon surrender of their certificates therefor) shall terminate.
If funds legally available for such purpose are not sufficient for redemption of
the shares of Convertible Preferred Stock which were to be redeemed, then the
certificates evidencing such shares shall be deemed not to be surrendered, such
shares shall remain outstanding, and the right of holders of shares of
Convertible Preferred Stock thereafter shall continue to be only those of a
holder of shares of the Convertible Preferred Stock.

         Upon an optional redemption by the Corporation, if at any time the
Corporation does not pay amounts sufficient to redeem all Convertible Preferred
Stock, then such funds which are paid shall be applied to redeem such shares of
Convertible Preferred Stock as the Corporation may designate by lot or in such
other manner as the Board of Directors may determine to be fair, or such
redemption shall be effected pro rata.

         The shares of Convertible Preferred Stock shall not be subject to the
operation of any mandatory purchase, retirement or sinking fund.

Section VI. CONVERSION PRIVILEGE.

         (a) RIGHT OF CONVERSION. Each share of Convertible Preferred Stock
shall be convertible at the option of the holder thereof, at any time prior to
the 5:00 p.m. New York City time on the Business Day prior to the date fixed for
redemption of such share as herein provided, into fully paid and nonassessable
shares of Common Stock, at the rate


                                       12
<PAGE>   13

of that number of shares of Common Stock for each full share of Convertible
Preferred Stock that is equal to $50 divided by the conversion price applicable
per share of Common Stock, or into such additional or other securities, cash or
property and at such other rates as required in accordance with the provisions
of this Section VI. For purposes of this resolution, the "conversion price"
applicable per share of Common Stock shall initially be equal to $50.065 and
shall be adjusted from time to time in accordance with the provisions of this
Section VI.

         (b) CONVERSION PROCEDURES. Any holder of shares of Convertible
Preferred Stock desiring to convert such shares into Common Stock shall
surrender the certificate or certificates evidencing such shares of Convertible
Preferred Stock at the office of the transfer agent for the Convertible
Preferred Stock, which certificate or certificates, if the Corporation shall so
require, shall be duly endorsed to the Corporation or in blank, or accompanied
by proper instruments of transfer to the Corporation or in blank, accompanied by
irrevocable written notice to the Corporation that the holder elects so to
convert such shares of Convertible Preferred Stock and specifying the name or
names (with address or addresses) in which a certificate or certificates
evidencing shares of Common Stock are to be issued.

         No payments or adjustments in respect of dividends on shares of
Convertible Preferred Stock surrendered for conversion or on account of any
dividend on the Common Stock issued upon conversion shall be made upon the
conversion of any shares of Convertible Preferred Stock; provided, however,
that:

         (i) if a dividend record date fixed for the Convertible Preferred Stock
         as established herein results in a holder who undertakes conversion
         being eligible to receive on any dividend payment date both a dividend
         on the Convertible Preferred Stock and a dividend on the Common Stock
         issued upon conversion thereof, then such holder shall be entitled to
         receive only the higher of such dividend amounts; and

         (ii) if the Corporation shall, by dividend or otherwise, declare or
         make a distribution on its Common Stock referred to in Section
         VI(c)(iv) or VI(c)(v) (including, without limitation, dividends or
         distributions referred to in the last sentence of Section VI(c)(iv)),
         the holder of each share of Convertible Preferred Stock, upon the
         conversion thereof subsequent to the close of business on the date
         fixed for the determination of shareholders entitled to receive such
         distribution and prior to the effectiveness of the conversion price
         adjustment in respect of such distribution, shall also be entitled to
         receive for each share of Common Stock into which such share of
         Convertible Preferred Stock is converted, the portion of the shares of
         Common Stock, rights, warrants, evidences of indebtedness, shares of
         capital stock, cash and assets so distributed applicable to one share
         of Common Stock; provided, however, that at the election of the
         Corporation (whose election




                                       13
<PAGE>   14

         shall be evidenced by a resolution of the Board of Directors) with
         respect to all holders so converting, the Corporation may, in lieu of
         distributing to such holder any portion of such distribution not
         consisting of cash or securities of the Corporation, pay such holder an
         amount in cash equal to the fair market value thereof (as determined in
         good faith by the Board of Directors, whose determination shall be
         conclusive and described in a resolution of the Board of Directors). If
         any conversion of a share of Convertible Preferred Stock described in
         the immediately preceding sentence occurs prior to the payment date for
         a distribution to holders of Common Stock which the holder of the share
         of Convertible Preferred Stock so converted is entitled to receive in
         accordance with the immediately preceding sentence, the Corporation may
         elect (such election to be evidenced by a resolution of the Board of
         Directors) to distribute to such holder a due bill for the shares of
         Common Stock, rights, warrants, evidences of indebtedness, shares of
         capital stock, cash or assets to which such holder is so entitled,
         provided that such due bill (i) meets any applicable requirements of
         the principal national securities exchange or other market on which the
         Common Stock is then traded and (ii) requires payment or delivery of
         such shares of Common Stock, rights, warrants, evidences of
         indebtedness, shares of capital stock, cash or assets no later than the
         date of payment or delivery thereof to holders of shares of Common
         Stock receiving such distribution.

         The Corporation shall, as soon as practicable after such deposit of
certificates evidencing shares of Convertible Preferred Stock accompanied by the
written notice and compliance with any other conditions herein contained,
deliver at such office of such transfer agent to the person for whose account
such shares of Convertible Preferred Stock were so surrendered, or to the
nominee or nominees of such person, certificates evidencing the number of full
shares of Common Stock to which such person shall be entitled as aforesaid,
together with a cash adjustment in respect of any fraction of a share of Common
Stock as hereinafter provided. Such conversion shall be deemed to have been made
as of the date of such surrender of the shares of Convertible Preferred Stock to
be converted, and the person or persons entitled to receive the Common Stock
deliverable upon conversion of such Convertible Preferred Stock shall be treated
for all purposes as the record holder or holders of such Common Stock on such
date.

         (c) Adjustment of Conversion Price. The conversion price at which a
share of Convertible Preferred Stock is convertible into Common Stock shall be
subject to adjustment from time to time as follows:

         (i) In case the Corporation shall pay or make a dividend or other
         distribution on its Common Stock exclusively in Common Stock or shall
         pay or make a dividend or other distribution on any other class or
         series of capital stock of the Corporation which dividend or
         distribution includes Common Stock, the conversion price in effect at
         the opening of business on the day following the date fixed





                                       14
<PAGE>   15

         for the determination of shareholders entitled to receive such dividend
         or other distribution shall be reduced by multiplying such conversion
         price by: A/(A + B), where:

                  A =   the number of shares of Common Stock outstanding at the
                        close of business on the date fixed for such
                        determination; and

                  B =   the total number of shares of Common Stock constituting
                        such dividend or other distribution,

         such reduction to become effective immediately after the opening of
         business on the day following the date fixed for such determination.
         For purposes of this subparagraph (i), the number of shares of Common
         Stock at any time outstanding shall not include shares held in the
         treasury of the Corporation. The Corporation shall not pay any dividend
         or make any distribution on shares of Common Stock held in the treasury
         of the Corporation.

         (ii) In case the Corporation shall pay or make a dividend or other
         distribution on its Common Stock consisting exclusively of, or shall
         otherwise issue to all holders of its Common Stock, rights or warrants
         entitling the holders thereof to subscribe for or purchase shares of
         Common Stock at a price per share less than the Current Market Price
         Per Share of the Common Stock on the date fixed for the determination
         of shareholders entitled to receive such rights or warrants, the
         conversion price in effect at the opening of business on the day
         following the date fixed for such determination shall be reduced by
         multiplying such conversion price by: (A + B)/(A + C), where:

                  A  =     the number of shares of Common Stock outstanding at
                           the close of business on the date fixed for such
                           determination,

                  B  =     the number of shares of Common Stock which the
                           aggregate of the offering price of the total number
                           of shares of Common Stock so offered for subscription
                           or purchase would purchase at such Current Market
                           Price Per Share, and

                  C  =     the number of shares of Common Stock so offered for
                           subscription or purchase,

         such reduction to become effective immediately after the opening of
         business on the day following the date fixed for such determination.

         In case any rights or warrants referred to in this subparagraph (ii) in
         respect of which an adjustment shall have been made shall expire
         unexercised within 45 days after the shares shall have been distributed
         or issued by the Corporation the






                                       15
<PAGE>   16

         conversion price shall be readjusted at the time of such expiration to
         the conversion price that would have been in effect if no adjustment
         had been made on account of the distribution or issuance of such
         expired rights or warrants. For the purposes of this Section VI(c)(ii),
         if both (A) a Distribution Date (as defined in Section 3(a) of the
         Rights Agreement) and (B) an event set forth in Section 11(a)(ii) or
         13(a) of the Rights Agreement shall have occurred, then the later to
         occur of such events shall be deemed to constitute an issuance of
         rights to purchase shares of the related common stock.

         (iii) In case outstanding shares of Common Stock shall be subdivided
         into a greater number of shares of Common Stock, the conversion price
         in effect at the opening of business on the day following the day upon
         which such subdivision becomes effective shall be proportionately
         reduced, and conversely, in case outstanding shares of Common Stock
         shall be combined into a smaller number of shares of Common Stock, the
         conversion price in effect at the opening of business on the day
         following the day upon which such combination becomes effective shall
         be proportionately increased, such reduction or increase, as the case
         may be, to become effective immediately after the opening of business
         on the day following the day upon which such subdivision or combination
         becomes effective.

         (iv) In case the Corporation shall, by dividend or otherwise,
         distribute to all holders of its Common Stock evidences of its
         indebtedness, shares of any class or series of capital stock, cash or
         assets (including securities, but excluding any rights or warrants
         referred to in subparagraph (ii) of this Section VI(c), any dividend or
         distribution paid exclusively in cash and any dividend or distribution
         referred to in subparagraph (i) of this Section VI(c)), the conversion
         price shall be reduced so that the same shall equal the price
         determined by multiplying the conversion price in effect immediately
         prior to the effectiveness of the conversion price reduction
         contemplated by this subparagraph (iv) by: (A - B)/A, where:

                  A  =     the Current Market Price Per Share of the Common
                           Stock on the date fixed for the payment of such
                           distribution (the "Reference Date"), and

                  B  =     the fair market value (as determined in good faith
                           by the Board of Directors, whose determination shall
                           be conclusive and described in a resolution of the
                           Board of Directors), on the Reference Date, of the
                           portion of the evidence of indebtedness, shares of
                           capital stock, cash and assets so distributed
                           applicable to one share of Common Stock,

         such reduction to become effective immediately prior to the opening of
         business on the day following the Reference Date, provided, however,
         that for purposes of this subparagraph (iv), any dividend or
         distribution that includes shares of Common Stock or rights or warrants
         to subscribe for or purchase shares of Common Stock







                                       16
<PAGE>   17

         shall be deemed instead to be (1) a dividend or distribution of the
         evidences of indebtedness, cash, assets or shares of capital stock
         other than such shares of Common Stock or rights or warrants (making
         any further conversion price reduction required by this subparagraph
         (iv)) immediately followed by (2) a dividend or distribution of such
         shares of Common Stock or such rights or warrants (making any further
         conversion price reduction required by subparagraph (i) or (ii) of this
         Section VI(c), except (A) the Reference Date of such dividend or
         distribution as defined in this subparagraph (iv) shall be substituted
         as "the date fixed for the determination of shareholders entitled to
         receive such dividend or other distribution", "the date fixed for the
         determination of shareholders entitled to receive such rights or
         warrants" and "the date fixed for such determination" within the
         meaning of subparagraph (i) and (ii) of this Section VI(c) and (B) any
         shares of Common Stock included in such dividend or distribution shall
         not be deemed "outstanding at the close of business on the date fixed
         for such determination" within the meaning of subparagraph (i) of this
         Section VI(c)). If the Board of Directors determines the fair market
         value of any distribution for purposes of this subparagraph (iv) by
         reference to the actual or when issued trading market for any
         securities comprising such distribution, it must in doing so consider
         the prices in such market over the same period used in computing the
         Current Market Price Per Share of Common Stock.

         (v) In case the Corporation shall pay or make a dividend or other
         distribution on its Common Stock exclusively in cash (excluding (A)
         cash that is part of the distribution referred to in (iv) above and,
         (B) in the case of any quarterly cash dividend on the Common Stock, the
         portion thereof that does not exceed the per share amount of the next
         preceding quarterly cash dividend on the Common Stock (as adjusted to
         appropriately reflect any of the events referred to in subparagraph
         (i), (ii), (iii), (iv) and (v) of this Section VI(c)), or all of such
         quarterly cash dividend if the amount thereof per share amount of
         Common Stock multiplied by four does not exceed 15% of the Current
         Market Price Per Share of the Common Stock on the Trading Day next
         preceding the date of declaration of such dividend), the conversion
         price shall be reduced so that the same shall equal the conversion
         price in effect immediately prior to the effectiveness of the
         conversion price reduction contemplated by this subparagraph (v) by:
         (A - B)/A, where:

                  A = the Current Market Price Per Share of the Common Stock on
                      the date fixed for the payment of such distribution, and

                  B = the amount of cash so distributed and not excluded as
                      provided above applicable to one share of Common Stock,

         such reduction to become effective immediately prior to the opening of
         business on the day following the date fixed for the payment of such
         distribution.



                                       17
<PAGE>   18



         (vi) No adjustment in the conversion price shall be required unless
         such adjustment would require an increase or decrease of at least 1% in
         the conversion price; provided, however, that any adjustments which by
         reason of this subparagraph (vi) are not required to be made shall be
         carried forward and taken into account in any subsequent adjustment.

         (vii) Whenever the conversion price is adjusted as herein provided: (1)
         the Corporation shall compute the adjusted conversion price and shall
         prepare a certificate signed by the Treasurer of the Corporation
         setting forth the adjusted conversion price and showing in reasonable
         detail the facts upon which such adjustment in based, and such
         certificate shall forthwith be filed with the transfer agent for the
         Convertible Preferred Stock; and (2) a notice stating that the
         conversion price has been adjusted and setting forth the adjusted
         conversion price shall forthwith be required, and as soon as
         practicable after it is required, such notice shall be mailed by the
         Corporation to all record holders of shares of Convertible Preferred
         Stock at their last addresses as they shall appear upon the stock
         transfer books of the Corporation.

         (viii) The Corporation from time to time may reduce the conversion
         price by any amount for any period of time if the period is at least
         twenty days, the reduction is irrevocable during the period and the
         Board of Directors of the Corporation shall have made a determination
         that such reduction would be in the best interest of the Corporation,
         which determination shall be conclusive. Whenever the conversion price
         is reduced pursuant to the preceding sentence, the Corporation shall
         mail to holders of record of the Convertible Preferred Stock a notice
         of the reduction at least fifteen days prior to the date the reduced
         conversion price takes effect, and such notice shall state the reduced
         conversion price and the period it will be in effect.

         (d) NO FRACTIONAL SHARES. No fractional shares of Common Stock shall be
issued upon conversion of Convertible Preferred Stock. If more than one
certificate evidencing shares of Convertible Preferred Stock shall be
surrendered for conversion at one time by the same holder, the number of full
shares issuable upon conversion thereof shall be computed on the basis of the
aggregate number of shares of Convertible Preferred Stock so surrendered.
Instead of any fractional share of Common Stock that would otherwise be issuable
to a holder upon conversion of any shares of Convertible Preferred Stock, the
Corporation shall pay a cash adjustment in respect of such fractional share in
an amount equal to the same fraction of the market price per share of Common
Stock (as determined by the Board of Directors or in any manner prescribed by
the Board of Directors, which, so long as the Common Stock is listed on the New
York Stock Exchange or quoted on the Nasdaq National Market System, shall be the
reported last sale price regular way) at the close of business on the day of
conversion.


                                       18
<PAGE>   19



         (e) RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE OF ASSETS. In the
event that the Corporation shall be a party to any transaction (including
without limitation any recapitalization or reclassification of the Common Stock
(other than a change in par value, or from par value to no par value, or from no
par value to par value, or as a result of a subdivision or combination of the
Common Stock), any consolidation of the Corporation with, or merger of the
Corporation into, any other person, any merger of another person into the
Corporation (other than a merger which does not result in a reclassification,
conversion, exchange or cancellation of outstanding shares of Common Stock of
the Corporation), any sale or transfer of all or substantially all of the assets
of the Corporation or any share exchange) pursuant to which the Common Stock is
converted into the right to receive other securities, cash or other property,
then lawful provisions shall be made as part of the terms of such transaction
whereby the holder of each share of Convertible Preferred Stock then outstanding
shall have the right thereafter to convert such share only into (i) in the case
of any such transaction other than a Common Stock Fundamental Change and subject
to funds being legally available for such purpose under applicable law at the
time of such conversion, the kind and amount of securities, cash and other
property receivable upon such transaction by a holder of the number of shares of
Common Stock of the Corporation into which such share of Convertible Preferred
Stock might have been converted immediately prior to such transaction, after
giving effect, in the case of any Non-Stock Fundamental Change, to any
adjustment in the conversion price required by the provisions of Section VI(h),
and (ii) in the case of a Common Stock Fundamental Change, common stock of the
kind received by holders of Common Stock as a result of such Common Stock
Fundamental Change in an amount determined pursuant to the provisions of Section
VI(h). The Corporation or the person formed by such consolidation or resulting
from such merger or which acquires such assets or which acquires the
Corporation's shares, as the case may be, shall make provisions in its
certificate or articles of incorporation or other constituent document to
establish such right. Such certificate or articles of incorporation or other
constituent document shall provide for adjustments which, for events subsequent
to the effective date of such certificate or articles of incorporation or other
constituent document, shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Section VI. The above provisions shall
similarly apply to successive transactions of the foregoing type.

         (f) RESERVATION OF SHARES; ETC. The Corporation shall at all times
reserve and keep available, free from preemptive rights out of its authorized
and unissued stock, solely for the purpose of effecting the conversion of the
Convertible Preferred Stock, such number of shares of its Common Stock as shall
from time to time be sufficient to effect that conversion of all shares of
Convertible Preferred Stock from time to time outstanding. The Corporation shall
from time to time, in accordance with the laws of the State of Florida, in good
faith and as expeditiously as possible endeavor to cause the authorized number
of shares of Common Stock to be increased if at any time the number of shares of
authorized and unissued Common Stock shall not be sufficient to permit the
conversion of all the then-outstanding shares of Convertible Preferred Stock.





                                       19
<PAGE>   20



         If any shares of Common Stock required to be reserved for purposes of
conversion of the Convertible Preferred Stock hereunder require registration
with or approval of any governmental authority under any Federal or State law
before such shares may be issued upon conversion, the Corporation will in good
faith and as expeditiously as possible endeavor to cause such shares to be duly
registered or approved as the case may be. If the Common Stock is listed on the
New York Stock Exchange or any other national securities exchange or traded
through the Nasdaq National Market, the Corporation will, if permitted by the
rules of such exchange or market, list and keep listed on such exchange or make
and keep eligible for trading on such market (as the case may be), upon official
notice of issuance, all shares of Common Stock issuable upon conversion of the
Convertible Preferred Stock; provided, however, that such shares of Common Stock
may be delisted from such exchange or may cease to be eligible for trading
through such market (as the case may be) if, prior to or concurrent with such
delisting or cessation of eligibility for trading, the Corporation causes such
shares of Common Stock to be listed on or eligible for trading through any other
such exchange or market.

         (g) PRIOR NOTICE OF CERTAIN EVENTS.  In case:

         (i) the Corporation shall (1) declare any dividend (or any other
         distribution) on its Common Stock, other than (A) a dividend payable in
         shares of Common Stock or (B) a dividend payable in cash out of its
         retained earnings other than any special or nonrecurring or other
         extraordinary dividend or (2) declare or authorize a redemption or
         repurchase of in excess of 10% of the then-outstanding shares of Common
         Stock; or

         (ii) the Corporation shall authorize the granting to all holders of
         Common Stock of rights or warrants to subscribe for or purchase any
         shares of stock of any class or series or of any other rights or
         warrants; or

         (iii) of any reclassification of Common Stock (other than a subdivision
         or combination of the outstanding Common Stock, or a change in par
         value, or from par value to no par value, or from no par value to par
         value), or of any consolidation or merger to which the Corporation is a
         party and for which approval of any shareholders of the Corporation
         shall be required, or of the sale or transfer of all or substantially
         all of the assets of the Corporation or of any share exchange whereby
         the Common Stock is converted into other securities, cash or other
         property; or

         (iv) of the voluntary or involuntary dissolution, liquidation or
         winding up of the Corporation;

then the Corporation shall cause to be filed with the transfer agent for the
Convertible Preferred Stock, and shall cause to be mailed to the holders of
record of the Convertible Preferred Stock, at their last addresses as they shall
appear upon the stock transfer books



                                       20
<PAGE>   21





of the Corporation, at least ten days prior to the applicable record or
effective date hereinafter specified, a notice stating (x) the date on which a
record (if any) is to be taken for the purpose of such dividend, distribution,
redemption, repurchase, rights or warrants or, if a record is not to be taken,
the date as of which the holders of Common Stock of record to be entitled to
such dividend, distribution, redemption, rights or warrants are to be determined
or (y) the date on which such reclassification, consolidation, merger, sale,
transfer, share exchange, dissolution, liquidation or winding up is expected to
become effective and the date as of which it is expected that holders of Common
Stock of record shall be entitled to exchange their shares of Common Stock for
securities, cash or other property deliverable upon such reclassification,
consolidation, merger, sale, transfer, share exchange, dissolution, liquidation
or winding up (but no failure to mail such notice or any defect therein or in
the mailing thereof shall affect the validity of the corporate action required
to be specified in such notice).

         (h) ADJUSTMENTS IN CASE OF FUNDAMENTAL CHANGES. Notwithstanding any
other provision in this Section VI to the contrary, if any Fundamental Change
occurs, then the conversion price in effect will be adjusted immediately after
such Fundamental Change as described below. In addition, in the event of a
Common Stock Fundamental Change, each share of Convertible Preferred Stock shall
be convertible solely into common stock of the kind received by holders of
Common Stock as the result of such Common Stock Fundamental Change.

         For purposes of calculating any adjustment to be made pursuant to this
Section VI(h) in the event of a Fundamental Change, immediately after such
Fundamental Change:

         (i) In the case of a Non-Stock Fundamental Change, the conversion price
         of the Convertible Preferred Stock shall thereupon become the lower of
         (1) the conversion price in effect immediately prior to such Non-Stock
         Fundamental Change, but after giving effect to any other prior
         adjustments effected pursuant to this Section VI, and (2) the result of
         A x $50/B, where:

                  A =      the greater of the Applicable Price or the then
                           applicable Reference Market Price, and

                  B =      (x) the then-current Redemption Price per share of
                           Convertible Preferred Stock or (y) for any Non-Stock
                           Fundamental Change that occurs before the Convertible
                           Preferred Stock becomes redeemable by the Corporation
                           pursuant to Section V, the applicable price per share
                           set forth for the date of such Non-Stock Fundamental
                           Change in the following table:


                                       21
<PAGE>   22





         DATE OF NON-STOCK FUNDAMENTAL CHANGE                          PRICE
         ------------------------------------                          -----

After date of original issuance of Convertible
 Preferred Stock and on or before August 6, 1997 ......................$53.13
After August 7, 1997 and on or before August 6, 1998 ..................$52.81
After August 7, 1998 and on or before August 6, 1999 ..................$52.50
After August 7, 1999 and on or before August 6, 2000 ..................$52.19


         plus, in any case referred to in this clause (y), an amount equal to
         all per share dividends on the Convertible Preferred Stock accrued and
         unpaid thereon, whether or not declared, to but excluding the date of
         such Non-Stock Fundamental Change; and

         (ii) In the case of a Common Stock Fundamental Change, the conversion
         price of the Convertible Preferred Stock in effect immediately prior to
         such Common Stock Fundamental Change, but after giving effect to any
         other prior adjustments effected pursuant to this Section VI, shall
         thereupon be adjusted by multiplying such conversion price by a
         fraction of which the numerator shall be the Purchaser Stock Price and
         the denominator shall be the Applicable Price; provided, however, that
         in the event of a Common Stock Fundamental Change in which (A) 100% by
         value of the consideration received by a holder of Common Stock is
         common stock of the successor, acquiror or other third party (and cash,
         if any, is paid with respect to any fractional interests in such common
         stock resulting from such Common Stock Fundamental Change) and (B) all
         of the Common Stock shall have been exchanged for, converted into or
         acquired for common stock (and cash with respect to fractional
         interests) of the successor, acquiror or other third party, the
         conversion price of the Convertible Preferred Stock in effect
         immediately prior to such Common Stock Fundamental Change shall
         thereupon be adjusted by dividing such conversion price by the number
         of shares of common stock of the successor, acquiror, or other third
         party received by a holder of one share of Common Stock as a result of
         such Common Stock Fundamental Change.

         (i) DIVIDEND OR INTEREST REINVESTMENT PLANS. Notwithstanding the
foregoing provisions, the issuance of any shares of Common Stock pursuant to any
plan providing for the reinvestment of dividends or interest payable on
securities of the Corporation and the investment of additional optional amounts
in shares of Common Stock under any such plan, and the issuance of any shares of
Common Stock or options or rights to purchase such shares pursuant to any
employee benefit plan or program of the Corporation or pursuant to any option,
warrant, right or exercisable, exchangeable or convertible security outstanding
as of the date the Convertible Preferred Stock was first designated (except as
expressly provided in Section VI(c)(ii) with respect to certain events under the
Rights









                                       22
<PAGE>   23

Agreement), and any issuance of Rights, shall not be deemed to constitute an
issuance of Common Stock or exercisable, exchangeable or convertible securities
by the Corporation to which any of the adjustment provisions described above
applies. There shall also be no adjustment of the conversion price in case of
the issuance of any stock (or securities convertible into or exchangeable for
stock) of the Corporation except as specifically described in this Section VI.
If any action would require adjustment of the conversion price pursuant to more
than one of the provisions described above, only one adjustment shall be made
and such adjustment shall be the amount of adjustment which has the highest
absolute value to holders of Convertible Preferred Stock.

         (j) SERIES A PREFERRED STOCK PURCHASE RIGHTS. So long as Rights are
attached to the outstanding shares of Common Stock of the Corporation, each
share of Common Stock issued upon conversion of the shares of Convertible
Preferred Stock prior to the earliest of any Distribution Date (as defined in
Section 3(a) of the Rights Agreement), the date of redemption of the Rights or
the date of expiration of the Rights shall be issued with Rights in an amount
equal to the amount of Rights then attached to each such outstanding share of
Common Stock.

         Section VII. VOTING RIGHTS.

         (a) GENERAL. The holders of shares of Convertible Preferred Stock shall
not have any voting rights except as set forth below or as otherwise from time
to time required by law. In connection with any right to vote, each holder of a
share of Convertible Preferred Stock shall have one vote for each share held.
Any shares of Convertible Preferred Stock owned, directly or indirectly, by any
entity of which the Corporation owns, directly or indirectly, a majority of the
shares entitled to vote for directors, shall not have voting rights hereunder
and shall not be counted in determining the presence of a quorum.

         So long as any shares of the Corporation's Convertible Preferred Stock
are outstanding, the Corporation will not, without the affirmative vote or
consent of the holders of at least 66 2/3% of the outstanding shares of
Convertible Preferred Stock and outstanding Parity Dividend Stock, voting or
consenting (as the case may be) as a single class (i) amend, alter or repeal (by
merger or otherwise) any provision of the Corporation's Third Amended and
Restated Articles of Incorporation, as may be amended or restated from time to
time, or the by-laws so as to affect adversely the relative rights, preferences,
qualifications, limitations or restrictions of the Convertible Preferred Stock
or (ii) effect any reclassification of the Convertible Preferred Stock.

         (b) DEFAULT VOTING RIGHTS. Notwithstanding any other provision of the
Corporation's Third Amended and Restated Articles of Incorporation, whenever
dividends on the Convertible Preferred Stock or any other class or series of
Parity Dividend Stock shall be in arrears in an aggregate amount equal to at
least six quarterly dividends (whether or not consecutive), (i) the number of
members of the Board of Directors of the Corporation shall







                                       23
<PAGE>   24

be increased by two, effective as the time of election of such directors as
hereinafter provided and (ii) the holders of shares of Convertible Preferred
Stock (voting separately as a class with all other affected classes or series of
Parity Dividend Stock upon which like voting rights have been conferred and are
exercisable) shall have the exclusive right to vote for and elect such two
additional directors of the Corporation who shall continue to serve during the
period such dividends remain in arrears. The right of the holders of shares of
Convertible Preferred Stock to vote for such two additional directors shall
terminate when all accrued and unpaid dividends on the Convertible Preferred
Stock and all other affected classes or series of Parity Dividend Stock have
been declared and paid or set apart for payment. The term of office of all
directors so elected shall terminate immediately upon the termination of the
right of the holders of shares of Convertible Preferred Stock and such Parity
Dividend Stock to vote for such two additional directors, and the number of
directors of the Board of Directors of the Corporation shall immediately
thereafter be reduced by two.

         The foregoing right of the holders of shares of Convertible Preferred
Stock with respect to the election of two directors may be exercised at any
annual meeting of shareholders or at any special meeting of shareholders held
for such purpose. If the right to elect directors shall have accrued to the
holders of shares of Convertible Preferred Stock more than ninety days preceding
the date established for the next annual meeting of stockholders, the President
of the Corporation shall, within twenty days after the delivery to the
Corporation at its principal office of a written request for a special meeting
signed by the holders of at least 10% of all outstanding shares of Convertible
Preferred Stock, call a special meeting of the holders of Convertible Preferred
Stock to be held within sixty days after the delivery of such request for the
purpose of electing such additional directors.

         Notwithstanding any other provision of the Corporation's Third Amended
and Restated Articles of Incorporation, the holders of shares of Convertible
Preferred Stock and any Parity Dividend Stock referred to above voting as a
class shall have the right to remove, without cause and at any time, and replace
any directors such holders shall have elected pursuant to this Section VII.

         Section VIII. OUTSTANDING SHARES. For purposes of this amendment, all
shares of Convertible Preferred Stock issued by the Corporation shall be deemed
outstanding except (i) from the date fixed for redemption pursuant to Section V,
all shares of Convertible Preferred Stock that have been so called for
redemption under Section V, to the extent provided thereunder; (ii) from the
date of surrender of certificates evidencing shares of Convertible Preferred
Stock, all shares of Convertible Preferred Stock converted into Common Stock;
and (iii) from the date of registration of transfer, all shares of Convertible
Preferred Stock owned, directly or indirectly, by any entity of which the
Corporation owns, directly or indirectly, a majority of the shares entitled to
vote for directors.



                                       24
<PAGE>   25

         Section IX. MISCELLANEOUS.

         (a) Whenever possible, each provision hereof shall be interpreted in a
manner as to be effective and valid under applicable law, but if any provision
hereof is held to be prohibited by or invalid under applicable law, such
provision shall be ineffective only to the extent of such prohibition or
invalidity, without invalidating or otherwise adversely affecting the remaining
provisions hereof. If a court of competent jurisdiction should determine that a
provision hereof would be valid or enforceable if a period of time were extended
or shortened or a particular percentage were increased or decreased, then such
court may make such change as shall be necessary to render the provision in
question effective and valid under applicable law.

         (b) The Corporation shall pay any and all stock transfer and
documentary stamp taxes that may be payable in request of any issuance or
delivery of shares of Convertible Preferred Stock or shares of Common Stock or
other securities issued on account of Convertible Preferred Stock pursuant
hereto or certificates or instruments evidencing such shares or securities. The
Corporation shall not, however, be required to pay any such tax which may be
payable in respect of any transfer involved in the issuance or delivery of
shares of Convertible Preferred Stock or Common Stock or other securities in a
name other than that in which the shares of Convertible Preferred Stock with
respect to which such shares or other securities are issued or delivered were
registered, or in respect of any payment to any person with respect to any such
shares or securities other than a payment to the registered holder thereof, and
shall not required to make any such issuance, delivery or payment unless and
until the person otherwise entitled to such issuance, delivery or payment has
paid to the Corporation the amount of any such tax or has established, to the
satisfaction of the Corporation, that such tax has been paid or is not payable.

         (c) In the event that a holder of shares of Convertible Preferred Stock
shall not by written notice designate the name in which shares of Common Stock
to be issued upon conversion of such shares should be registered or to whom
payment upon redemption of shares of Convertible Preferred Stock should be made
or the address to which the certificates or instruments evidencing such shares
or such payment should be sent, the Corporation shall be entitled to register
such shares and make such payment, in the name of the holder of such Convertible
Preferred Stock as shown on the records of the Corporation and to send the
certificates or instruments evidencing such shares or such payment, to the
address of such holder shown on the records of the Corporation.

         Section X. DEFINITIONS.  The following definitions shall apply to terms
used in connection with the Convertible Preferred Stock:

         a. "Applicable Price" shall mean (i) in the event of a Non-Stock
Fundamental Change in which the holders of the Common Stock receive only cash,
the amount of cash received by the holder of one share of Common Stock and (ii)
in the event of any other









                                       25
<PAGE>   26

Non-Stock Fundamental Change or any Common Stock Fundamental Change, the average
of the daily Closing Prices of the Common Stock for the ten consecutive Trading
Days prior to and including the record date for the determination of the holders
of Common Stock entitled to receive cash, securities, property or other assets
in connection with such Non-Stock Fundamental Change or Common Stock Fundamental
Change, or, if there is no such record date, the date upon which the holders of
the Common Stock shall have the right to receive such cash, securities, property
or other assets, in each case, as adjusted in good faith by the Board of
Directors of the Corporation to appropriately reflect any of the events referred
to in subparagraphs (i), (ii), (iii), (iv) and (v) of Section VI(c).

         b. "Business Day" shall mean any day other than a Saturday, Sunday or
any day on which banking institutions are authorized to close in New York, New
York.

         c. "Closing Price" of any common stock on any day shall mean the last
reported sale price regular way on such day or, in case no such sale takes place
on such day, the average of the reported closing bid and asked prices regular
way of the common stock in each case on the New York Stock Exchange, or, if the
common stock is not listed or admitted to trading on such Exchange, on the
principal national securities exchange or quotation system on which the common
stock is listed or admitted to trading or quoted, or, if not listed or admitted
to trading or quoted on any national securities exchange or quotation system,
the average of the closing bid and asked prices of the common stock in the
over-the-counter market on the day in question as reported by the National
Quotation Bureau Incorporated, or a similarly generally accepted reporting
service, or, if not so available in such manner, as furnished by any New York
Stock Exchange member firm selected from time to time by the Board of Directors
of the Corporation for that purpose.

         d. "Common Stock" shall mean the Corporation's now or hereafter issued
Common Stock.

         e. "Common Stock Fundamental Change" shall mean any Fundamental Change
in which more than 50% by value (as determined in good faith by the Board of
Directors of the Corporation) of the consideration received by holders of Common
Stock consists of common stock that for each of the ten consecutive Trading Days
referred to with respect to such Fundamental Change in Section X(a) above has
been admitted for listing or admitted for listing subject to notice of issuance
on a national securities exchange or quoted on the Nasdaq National Market;
provided, however, that a Fundamental Change shall not be a Common Stock
Fundamental Change unless either (i) the Corporation continues to exist after
the occurrence of such Fundamental Change and the outstanding shares of
Convertible Preferred Stock continue to exist as outstanding shares of
Convertible Preferred Stock, or (ii) not later than the occurrence of such
Fundamental Change, the outstanding shares of Convertible Preferred Stock are
converted into or exchanged for shares of convertible preferred stock of a
corporation succeeding to the business of the Corporation, which Convertible
Preferred Stock has powers, preferences



                                       26
<PAGE>   27



and relative, participating, optional or other rights, and qualifications,
limitations and restrictions, substantially similar to those of the Convertible
Preferred Stock.

         f. "Current Market Price Per Share" shall mean, as to the Common Stock
on any date in question, the average of the daily Closing Prices for the five
consecutive Trading Days prior to and including the date in question; provided,
however, that:

         (1) if the Ex Date for any event (other than the issuance or
         distribution requiring such computation) that required an adjustment to
         the conversion price pursuant to subparagraphs (i), (ii), (iii), (iv),
         or (v) of Section VI(c) ("Other Event") occurs after the fifth Trading
         Day prior to the day in question and prior to the Ex Date for the
         issuance or distribution requiring such computation (the "Current
         Event"), the Closing Price for each Trading Day prior to the Ex Date
         for such Other Event shall be adjusted by multiplying such Closing
         Price by the same fraction by which the conversion price is so required
         to be adjusted as a result of such Other Event,

         (2) if the Ex Date for any Other Event occurs after the Ex Date for the
         Current Event and on or prior to the date in question, the Closing
         Price for each Trading Day on and after the Ex Date for such Other
         Event shall be adjusted by multiplying such Closing Price by the
         reciprocal of the fraction by which the conversion price is so required
         to be adjusted as a result of such Other Event,

         (3) if the Ex Date for any Other Event occurs on the Ex Date for the
         Current Event, one of those events, as determined by the Corporation,
         shall be deemed for purposes of clauses (1) and (2) of this proviso to
         have an Ex Date occurring prior to the Ex Date for the other of those
         events, and

         (4) if the Ex Date for the Current Event is on or prior to the date in
         question, then after taking into account any adjustment required
         pursuant to clause (2) of this proviso, the Closing Price for each
         Trading Day on or after such Ex Date shall be adjusted by adding
         thereto the amount of any cash and the fair market value on the date in
         question (as determined in good faith by the Board of Directors in a
         manner consistent with any determination of such value for purposes of
         paragraph (iv) or (v) of Section VI(c), whose determination shall be
         conclusive and described in a resolution of the Board of Directors) of
         the portion of the rights, warrants, evidences of indebtedness, shares
         of capital stock or assets being distributed applicable to one share of
         Common Stock.

         g. "Ex Date" shall mean (1) when used with respect to any issuance or
distribution, means the first date on which the Common Stock trades regular way
on the relevant exchange or in the relevant market from which the Closing Price
was obtained without the







                                       27
<PAGE>   28

right to receive such issuance or distribution and (2) when used with respect to
any subdivision or combination of shares of Common Stock, means the first date
on which the Common Stock trades regular way on such exchange or in such market
after the time at which such subdivision or combination becomes effective.

         h. "Fundamental Change" shall mean the occurrence of any transaction or
event in connection with a plan pursuant to which all or substantially all of
the Common Stock shall be exchanged for, converted into, or acquired for or
constitute solely the right to receive cash, securities, property or other
assets (whether by means of an exchange offer, liquidation, tender offer,
consolidation, merger, combination, reclassification, recapitalization or
otherwise); provided, however, in the case of a plan involving more than one
such transaction or event, for purposes of adjustment of the conversion price,
such Fundamental Change shall be deemed to have occurred when substantially all
of the Common Stock of the Corporation shall be exchanged for, converted into,
or acquired for or constitute solely the right to receive cash, securities,
property or other assets, but the adjustment shall be based upon the highest
weighted average of consideration per share which a holder of Common Stock could
have received in such transactions or events as a result of which more than 50%
of the Common Stock of the Corporation shall have been exchanged for, converted
into, or acquired for or constitute solely the right to receive cash,
securities, property or other assets.

         i. "Junior Dividend Stock" shall mean the Junior Stock and any other
capital stock of the Corporation ranking junior as to dividends to the
Convertible Preferred Stock.

         j. "Junior Liquidation Stock" shall mean the Junior Stock and any other
class or series of the Corporation's capital stock ranking junior to the
Convertible Preferred Stock as to distributions of assets upon liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary.

         k. "Junior Stock" shall mean the Common Stock, the Series A Preferred
Stock, and the Corporation's hereafter issued capital stock ranking junior to
the Convertible Preferred Stock both as to the payment of dividends and as to
distributions of assets upon liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, when and if issued.

         l. "Nasdaq National Market" shall mean the National Association of
Securities Dealers Automated Quotation National Market.

         m. "Non-Stock Fundamental Change" shall mean any Fundamental Change
other than a Common Stock Fundamental Change.



                                       28
<PAGE>   29

         n. "Parity Dividend Stock" shall mean any class or series of the
Corporation's capital stock hereafter issued ranking, as to dividends, on a
parity with the Convertible Preferred Stock.

         o. "Parity Liquidation Stock" shall mean any class or series of the
Corporation's capital stock ranking on a parity with the Convertible Preferred
Stock as to distributions or assets upon liquidation, dissolution or winding up
of the Corporation, whether voluntary or involuntary.

         p. "Purchaser Stock Price" shall mean, with respect to any Common Stock
Fundamental Change, the average of the daily Closing Prices of the common stock
received in such Common Stock Fundamental Change for the ten consecutive Trading
Days prior to and including the record date for the determination of the holders
of Common Stock entitled to receive such common stock, or, if there is no such
record date, the date upon which the holders of the Common Stock shall have the
right to receive such common stock, in each case, as adjusted in good faith by
the Board of Directors of the corporation to appropriately reflect any of the
events referred to in subparagraphs, (i), (ii), (iii), (iv) and (v) of Section
VI(c); provided, however, if no such Closing Prices of the common stock for such
Trading Days exist, then the Purchaser Stock Price shall be set at a price
determined in good faith by the Board of Directors of the Corporation.

         q. "Redemption Price" shall mean the applicable price per share set
forth for the date fixed for redemption in the following table:

         DATE FIXED FOR REDEMPTION                                      PRICE
         -------------------------                                      -----

     On or after August 7, 2000  and on or before August 6, 2001.....   $51.88
     After August 7, 2001  and on or before August 6, 2002...........   $51.56
     After August 7, 2002  and on or before August 6, 2003...........   $51.25
     After August 7, 2003  and on or before August 6, 2004...........   $50.94
     After August 7, 2004  and on or before August 6, 2005...........   $50.63
     After August 7, 2005  and on or before August 6, 2006...........   $50.31
     Any date after August 7, 2006  .................................   $50.00


plus, in each case, an amount in cash equal to all per share dividends on the
Convertible Preferred Stock accrued and unpaid thereon, whether or not declared,
to but excluding the date fixed for redemption.

         r. "Reference Market Price" shall initially mean $26.92 (which is an
amount equal to 66 2/3% of the reported last sale price for the Common Stock
quoted on the Nasdaq National Market on July 23, 1996), and in the event of any
adjustment to the conversion price other than as a result of a Fundamental
Change, the Reference Market Price shall








                                       29
<PAGE>   30

also be adjusted so that the ratio of the Reference Market Price to the
conversion price after giving effect to any such adjustment shall always be the
same as the ratio of $26.92 to the initial conversion price per share set forth
in the last sentence of Section VI(a).

         s. "Rights" shall have the meaning ascribed to such term in the Rights
Agreement.

         t. "Rights Agreement" shall mean the Rights Agreement dated as of
February 24, 1988, as amended, between the Corporation and the Rights Agent
named therein.

         u. "Series A Preferred Stock" shall mean the Corporation's Series A
Participating Preferred Stock, when and if issued.

         v. "Trading Day" shall mean a day on which securities traded on the
national securities exchange or quotation system or in the over-the-counter
market used to determine the Closing Price.

                         ARTICLE V - BOARD OF DIRECTORS

         Section 1. NUMBER OF DIRECTORS. The number of directors of the
Corporation shall not be less than twelve (12) or more than eighteen (18), the
exact number of directors to be determined from time to time by resolution
adopted by affirmative vote of a majority of the entire Board of Directors, and
such exact number shall be fifteen (15) until otherwise determined by resolution
adopted by affirmative vote of a majority of the entire Board of Directors.

         Section 2. CLASSES OF DIRECTORS. The Board of Directors shall be
divided into three classes, Class I, Class II and Class III. Such classes shall
be as nearly equal in number of directors as possible. Each director shall serve
for a term ending at the third annual meeting following the annual meeting at
which such director was elected; provided, however, that the directors first
elected to Class I shall serve for a term ending on the annual meeting next
following the end of the 1983 fiscal year, the directors first elected to Class
II shall serve for a term ending at the second annual meeting next following the
end of the 1983 fiscal year, and the directors first elected to Class III shall
serve for a term ending at the third annual meeting next following the end of
the 1983 fiscal year, serving, in each case, until their successors shall be
elected and shall qualify. Any vacancies in the Board of Directors for any
reason, and any newly created directorships resulting from any increase in the
number of directors, shall be filled by the affirmative vote of a majority of
the remaining director(s) of the class in which such vacancy occurs or if none
so remains, by a majority vote of the directors of the other two classes, and
any directors so chosen shall hold office until the next election of the class
for which such directors shall have been chosen and until their successors shall
be elected and shall qualify. No decrease in the number of directors shall
shorten the term of any incumbent director. There shall be no cumulative voting
in the election of directors.



                                       30
<PAGE>   31



         Section 3. REMOVAL OF DIRECTORS. At a meeting of shareholders called
expressly for that purpose, any director or the entire Board of Directors may be
removed, but only for, cause, and only by the affirmative vote of the holders of
75% or more of the outstanding shares of capital stock of the Corporation then
entitled to vote at an election of directors.

         Section 4. NOMINATION OF DIRECTORS. Except for the filling of any
vacancies in the Board of Directors which is governed by Section 2 of this
Article V, nominations for the election of directors may be made by the Board of
Directors or by any shareholder entitled to vote for the election of directors.
Nominations by any shareholder shall be made by notice in writing, delivered or
mailed by first class United States mail, postage prepaid, to the Secretary of
the Corporation not less than 5 days nor more than 60 days prior to any meeting
of the shareholders called for the election of directors. Each notice shall set
forth (i) the name, age, business address and, if known, residence address of
each nominee proposed in such notice, (ii) the principal occupation or
employment of each such nominee and (iii) the number of shares of stock of the
Corporation which are beneficially owned by each such nominee.

         The Secretary of the Corporation shall determine whether any nomination
by any shareholder is made in conformance with the procedures set forth in this
Section 4. Nominations not made in conformance with the procedures set forth in
this Section 4 shall be null and void and shall be disregarded by the
Corporation.

                          ARTICLE VI - INDEMNIFICATION

The Corporation shall indemnify any present or former officer or director, or
person exercising powers and duties of a director, to the full extent now or
hereafter permitted under Florida Statutes now or hereafter in force.

                              ARTICLE VII - BYLAWS

The power to adopt, alter, amend or repeal Bylaws shall be vested in the Board
of Directors and the shareholders, but the Board of Directors may not alter,
amend or repeal any Bylaws adopted by the shareholders if the shareholders
provided that such Bylaws shall not be altered, amended or repealed by the Board
of Directors.

            ARTICLE VIII - APPROVAL OF CERTAIN BUSINESS COMBINATIONS

A.       In addition to any affirmative vote required by law or under any other
         provision of these Third Amended and Restated Articles of
         Incorporation, and except as otherwise expressly provided in Paragraph
         C: (1) any merger or consolidation of the Corporation or any Subsidiary
         (as hereinafter defined) with or into (a) any 30% Shareholder (as
         hereinafter defined) or (b) any other corporation (whether or not









                                       31
<PAGE>   32

         itself a 30% Shareholder) which, after such merger or consolidation,
         would be an Affiliate (as hereinafter defined) of a 30% Shareholder;
         or, (2) any sale, lease, exchange, mortgage, pledge, transfer or other
         disposition (in one transaction or a series of related transactions) to
         or with any 30% Shareholder of any assets of the Corporation or any
         Subsidiary having an aggregate fair market value of $5,000,000 or more;
         or, (3) the issuance or transfer by the Corporation or any Subsidiary
         (in one transaction or a series of related transactions) of any
         securities of the Corporation or any Subsidiary to any 30% Shareholder
         in exchange for cash, securities or other property (or a combination
         thereof) having an aggregate fair market value of $5,000,000 or more;
         or, (4) the adoption of any plan or proposal for the liquidation or
         dissolution of the Corporation; or, (5) any reclassification of
         securities (including any reverse stock split), recapitalization,
         reorganization, merger or consolidation of the Corporation with any of
         its Subsidiaries or any similar transaction (whether or not with or
         into or otherwise involving a 30% Shareholder) which has the effect,
         directly or indirectly, of increasing the proportionate share of the
         outstanding shares of any class of equity or convertible securities of
         the Corporation or any Subsidiary which is directly or indirectly owned
         by any 30% Shareholder, shall require the affirmative vote of the
         holders of at least 85% of the outstanding shares of capital stock of
         the Corporation entitled to vote generally in the election of
         directors, considered for the purpose of this Article VIII as one class
         ("Voting Shares"), which shall include the affirmative vote of at least
         50% of the Voting Shares by shareholders other than any 30%
         Shareholder. Such affirmative vote shall be required notwithstanding
         the fact that no vote may be required, or that some lesser percentage
         may be specified, by law or in any agreement with any national
         securities exchange or otherwise.


B.       The term "business combination" as used in this Article VIII shall mean
         any transaction which is referred to in any one or more of clauses (1)
         through (5) of Paragraph A hereof.

C.       The provisions of Paragraph A shall not be applicable to any particular
         business combination, and such business combination shall require only
         such affirmative vote as is required by law if:

         (1)      The Board of Directors of the Corporation has by at least a
         75% vote of the members of the Board then in office:

                  (a) given prior approval to the acquisition by the 30%
                  Shareholder involved in the business combination of 30% or
                  more of the outstanding common stock of the Corporation; or

                  (b) approved the business combination prior to the 30%
                  Shareholder involved in the business combination having become
                  a 30% Shareholder; or,



                                       32
<PAGE>   33

         (2)      All of the following conditions are satisfied:

                  (a) the ratio of the aggregate amount of the cash and the fair
                  market value of other consideration to be received per share
                  by holders of common stock of the Corporation ("Common Stock")
                  in such business combination to the market price of the Common
                  Stock immediately prior to the announcement of such business
                  combination, is at least as great as the ratio of the highest
                  per share price (including brokerage commissions, transfer
                  taxes and soliciting dealers' fees) which such 30% Shareholder
                  has paid for any shares of Common Stock acquired by it within
                  the two-year period prior to the business combination to the
                  market price of the Common Stock immediately prior to the
                  initial acquisition by such 30% Shareholder of any Common
                  Stock;

                  (b) the aggregate amount of the cash and fair market value of
                  other consideration to be received per share by holders of
                  Common Stock in such business combination is not less than the
                  highest per share price (including brokerage commissions,
                  transfer taxes and soliciting dealers' fees) paid by such 30%
                  Shareholder in acquiring any of its holdings of Common Stock,
                  and is not less than the earnings per share of Common Stock
                  for the four full consecutive fiscal quarters immediately
                  preceding the record date for solicitation of votes on such
                  business combination multiplied by the then price/earnings
                  multiple (if any) of such 30% Shareholder as customarily
                  computed and reported in the financial community;

                  (c) the consideration to be received by holders of Common
                  Stock in such business combination shall be the same form and
                  of the same kind as the consideration paid by the 30%
                  Shareholder in acquiring the shares of Common Stock already
                  owned by it;

                  (d) after becoming a 30% Shareholder and prior to the
                  consummation of such business combination: (i) the 30%
                  Shareholder shall have taken steps to ensure that the
                  Corporation's Board of Directors included at all times
                  representation by continuing director(s) (as hereinafter
                  defined) proportionate to the ratio that the Voting Shares
                  which from time to time are owned by persons who are not 30%
                  Shareholders ("Public Holders") bear to all Voting Shares
                  outstanding at such respective times (with a continuing
                  director to occupy any resulting fractional board position);
                  (ii) there shall have been no reduction in the rate of
                  dividends payable on the Common Stock except as necessary to
                  insure that a quarterly dividend payment does not exceed 15%
                  of the net income of the Corporation for the four full
                  consecutive fiscal quarters immediately preceding the
                  declaration date of








                                       33
<PAGE>   34

                  such dividend, or except as may have been approved by a
                  unanimous vote of all directors (the "entire Board"); (iii)
                  such 30% Shareholder shall not have acquired any newly issued
                  shares of stock, directly or indirectly, from the Corporation
                  (except upon conversion of convertible securities acquired by
                  it prior to obtaining a 30% interest or as a result of a pro
                  rate stock dividend or stock split); and (iv) such 30%
                  Shareholder shall not have acquired any additional shares of
                  the Common Stock or securities convertible into or
                  exchangeable for Common Stock except as a part of the
                  transaction which resulted in such 30% Shareholder acquiring
                  its 30% interest;

                  (e) prior to the consummation of such business combination,
                  such 30% Shareholder shall not have received the benefit,
                  directly or indirectly (except proportionately as a
                  shareholder), of any loans, advances, guarantees, pledges or
                  other financial assistance or tax credits provided by the
                  Corporation, or made any change in the Corporation's business
                  or equity capital structure without the unanimous approval of
                  the entire Board; and,

                  (f) a proxy statement responsive to the requirements of the
                  Securities Exchange Act of 1934 shall have been mailed to all
                  holders of Voting Shares for the purpose of soliciting
                  shareholder approval of such business combination. Such proxy
                  statement shall contain at the front thereof, in a prominent
                  place, any recommendations as to the advisability (or
                  inadvisability) of the business combination which the
                  continuing directors, or any of them, may have furnished in
                  writing and, if deemed advisable by a majority of the
                  continuing directors, an opinion of independent financial
                  advisers as to the fairness (or lack of fairness) of the terms
                  of such business combination, from the point of view of the
                  holders of Voting Shares other than any 30% Shareholder (such
                  independent financial advisers to be selected by a majority of
                  the continuing directors, and to be paid a reasonable fee for
                  their services upon receipt by the Corporation of such
                  opinion).

D.       For the purposes of this Article VIII:

         (1) A "person" shall mean any individual, firm, corporation or other
         entity.

         (2) "30% Shareholder" shall mean, in respect of any business
         combination, any person (other than the Corporation or any Subsidiary)
         who or which, as of the record date for the determination of
         shareholders entitled to notice of and to vote on such business
         combination, or immediately prior to the consummation of any such
         transaction: (a) is the beneficial owner, directly or indirectly, of
         not less than 30% of the Voting Shares; or, (b) is an Affiliate of the
         Corporation and at any time within 2 years prior thereto was the
         beneficial owner, directly or indirectly, of not









                                       34
<PAGE>   35

         less than 30% of the then outstanding Voting Shares; or, (c) is an
         assignee of or has otherwise succeeded to any shares of capital stock
         of the Corporation which were at any time within 2 years prior thereto
         beneficially owned by any 30% Shareholder, and such assignment or
         succession shall have occurred in the course of a transaction or series
         of transactions not involving a public offering within the meaning of
         the Securities Act of 1933.

         (3) A person shall be the "beneficial owner" of any Voting Shares:(a)
         which such person or any of its Affiliates and Associates (as
         hereinafter defined) beneficially own, directly or indirectly; or, (b)
         which such person or any of its Affiliates or Associates has (i) the
         right to acquire (whether such right is exercisable immediately or only
         after the passage of time), pursuant to any agreement, arrangement or
         understanding or upon the exercise of conversion rights, warrants, or
         options, or otherwise, or (ii) the right to vote pursuant to any
         agreement, arrangement or understanding; or, (c) which are beneficially
         owned, directly or indirectly, by any other person with which such
         first-mentioned person or any of its Affiliates or Associates has any
         agreement, arrangement or understanding for the purpose of acquiring,
         holding, voting or disposing of any shares of capital stock of the
         Corporation.

         (4) The outstanding Voting Shares shall include shares deemed owned
         through application of sub-paragraph (3), above, but shall not include
         any other Voting Shares which may be issuable pursuant to any
         agreement, or upon exercise of conversion rights, warrants or options,
         or otherwise.

         (5) "Continuing director" shall mean a person who was a member of the
         Board of Directors of the Corporation elected by the Public Holders
         prior to the date as of which any 30% Shareholder acquired in excess of
         5% of the then outstanding Voting Shares, or a person designated
         (before his initial election as a director) as a continuing director by
         a majority of the then continuing directors.

         (6) "Other consideration to be received" shall mean common stock of the
         Corporation retained by its Public Holders in the event of a business
         combination in which the Corporation is the surviving corporation.

         (7) "Affiliate" and "Associate" shall have the respective meanings
         given those terms in Rule 12b-2 of the General Rules and Regulations
         under the Securities Exchange Act of 1934, as in effect on February 23,
         1983.

         (8) "Subsidiary" means any corporation of which a majority of any class
         of equity security (as defined in Rule 3a11-1 of the General Rules and
         Regulations under the Securities Exchange Act of 1934, as in effect on
         February 23, 1983) is owned, directly or indirectly, by the
         Corporation; provided, however, that for the purposes







                                       35
<PAGE>   36

         of the definition of 30% Shareholder set forth in sub-paragraph (2),
         above, the term "Subsidiary" shall mean only a corporation of which a
         majority of each class of equity security owned directly or indirectly,
         by the Corporation.

E.       A majority of the continuing directors shall have the power and duty to
         determine for the purposes of this Article VIII, on the basis of
         information known to them: (a) the number of Voting Shares beneficially
         owned by any person; (b) whether a person is an Affiliate or Associate
         of another; (c) whether a person has an agreement, arrangement or
         understanding with another as to the matters referred to in
         sub-paragraph (3), above, or, (d) whether the assets subject to any
         business combination have an aggregate fair market value of $5,000,000
         or more.

F.       Nothing contained in this Article VIII shall be construed to relieve
         any 30% Shareholder from any fiduciary obligation imposed by law.

                                   ARTICLE IX

Action shall be taken by the shareholders only at annual or special meetings of
shareholders, and shareholders may not act by written consent. Special meetings
of shareholders may be called only by the holders of not less than 75% of the
Voting Shares as defined in Article VIII, or by such other persons or bodies as
may be authorized by the Bylaws of the Company.

                             ARTICLE X - AMENDMENTS

Any amendment, alteration, change or repeal of Article V, Article VIII, Article
IX, or Article X of this Third Amended and Restated Articles of Incorporation
shall require the affirmative vote of the holders of at least 85% of the then
outstanding Voting Shares as defined in Article VIII, which shall include the
affirmative vote of at least 50% of the Voting Shares other than any 30%
Shareholders; provided that this Article X shall not apply to, and such 85% vote
shall not be required for any amendment, alteration, change or repeal
recommended to the shareholders by at least a majority of the entire Board and
by at least two-thirds of the continuing directors, as defined in Article VIII.












                                       36
<PAGE>   37






         IN WITNESS WHEREOF, American Bankers Insurance Group, Inc. has caused
these Amended and Restated Articles of Incorporation to be executed on this ____
day of July, 1996.


(Corporate Seal)             AMERICAN BANKERS INSURANCE GROUP, INC.
Attest:

                             By:
                                 -----------------------------------------------
Leonardo F. Garcia,              Gerald N. Gaston, Vice Chairman of the Board,
 Secretary                       Chief Executive Officer and President








STATE OF FLORIDA        )
                        )
COUNTY OF DADE          )

The foregoing instrument was acknowledged before me this __ of July, 1996 by
Gerald N. Gaston as Vice Chairman of the Board, Chief Executive Officer and
President for American Bankers Insurance Group, Inc.



                                 -----------------------------------------------
                                 NOTARY PUBLIC, State of Florida


                                 My Commission Expires:



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


Personally Known ______ OR Produced Identification________.
Type of Identification Produced___________________________.


<PAGE>   38


                              ARTICLES OF AMENDMENT

                                 FIRST AMENDMENT
                                       TO
              THIRD AMENDED AND RESTATED ARTICLES OF INCORPORATION
                                       OF
                     AMERICAN BANKERS INSURANCE GROUP, INC.

         1. The name of the corporation is American Bankers Insurance Group,
Inc. (the "Corporation").

         2. The Third Amended and Restated Articles of Incorporation of the
Corporation is amended by deleting the first paragraph of Article IV, and
substituting in its place the following:

                  "The Corporation shall be authorized to issue two classes of
                  shares of stock to be designated, respectively, "Common Stock"
                  and "Preferred Stock"; the total number of shares which the
                  Corporation shall have authority to issue is 110,000,000 the
                  total number of shares of Common Stock shall be 100,000,000
                  and each such share shall have a par value of One Dollar
                  ($1.00); and the total number of shares of Preferred Stock
                  shall be 10,000,000 and each share shall be without par
                  value."

(the "Amendment")

         3. This Amendment was recommended by the board of directors to the
holders of the Corporation's common stock, $1.00 par value (the "Common Stock
Holders"), at the Corporation's annual meeting of Common Stock Holders on May
23, 1997.

         4. This Amendment was approved by a majority of the Common Stock
Holders, which is the only group entitled to vote on the Amendment, and the
number of votes cast for the Amendment was sufficient for approval.


<PAGE>   39


                              ARTICLES OF AMENDMENT

                                SECOND AMENDMENT
                                       TO
              THIRD AMENDED AND RESTATED ARTICLES OF INCORPORATION
                                       OF
                     AMERICAN BANKERS INSURANCE GROUP, INC.

         1. The name of the corporation is American Bankers Insurance Group,
Inc. (the "Corporation").

         2. The Third Amended and Restated Articles of Incorporation of the
Corporation is amended by adding a designation for a new series of preferred
stock, the Series C Participating Preferred Stock, as attached in Exhibit A
hereto, (the "Amendment").

         3. The Amendment was duly adopted by the board of directors of the
Company at a meeting held on February 19, 1998.


<PAGE>   40



         IN WITNESS WHEREOF, American Bankers Insurance Group, Inc. has caused
this Articles of Amendment to be executed on this _____ day of February 1998.



(Corporate Seal)                   AMERICAN BANKERS INSURANCE GROUP, INC.
Attest:



/s/ ARTHUR W. HEGGEN               By:/s/ GERALD N. GASTON
-----------------------------         -----------------------------------------
Arthur W. Heggen,                        Gerald N. Gaston, Vice Chairman of the
Secretary                                Board and Chief Executive Officer






STATE OF FLORIDA              )
                              )
COUNTY OF DADE                )

The foregoing instrument was acknowledged before me this 23 day of February 1998
by Gerald N. Gaston as Vice Chairman of the Board and Chief Executive Officer of
American Bankers Insurance Group, Inc.



                                    /s/ ANN KASAY
                                    -----------------------------------------
                                    NOTARY PUBLIC, State of Florida


                                    My Commission Expires:



                                    [SEAL]
                                    -----------------------------------------


Personally Known         x           OR Produced Identification.
                 --------------------
Type of Identification Produced                      .
                               ----------------------

<PAGE>   41






                                    Exhibit A

                     SERIES C PARTICIPATING PREFERRED STOCK

         Section 1. DESIGNATION AND AMOUNT. The shares of such series shall be
designated as "Series C Participating Preferred Stock." The shares constituting
such series shall be without par value. The number of shares constituting such
series shall be 1,000,000.

         Section 2. DIVIDENDS AND DISTRIBUTION.

         (A) Subject to the prior and superior rights of the holders of any
shares of any series of Preferred Stock ranking prior and superior to the shares
of Series C Participating Preferred Stock with respect to dividends, the holders
of shares of Series C Participating Preferred Stock shall be entitled to
receive, when, as and if declared by the Board of Directors out of funds legally
available for the purpose, quarterly dividends payable in cash on the last day
of March, June, September, and December in each year (each such date being
referred to herein as a "Quarterly Dividend Payment Date"), commencing on the
first Quarterly Dividend Payment Date after the first issuance of a share or
fraction of a share of Series C Participating Preferred Stock, in an amount per
share (rounded to the nearest cent) equal to the greater of (a) $3.125 or (b)
subject to the provisions for adjustment hereinafter set forth, 100 times the
aggregate per share amount of all cash dividends, and 100 times the aggregate
per share amount (payable in kind) of all non-cash dividends or other
distributions other than a dividend payable in shares of Common Stock or a
subdivision of the outstanding shares of Common Stock (by reclassification or
otherwise), declared on the Common Stock, par value $1.00 per share, of the
Corporation, (the "Common Stock") since the immediately preceding Quarterly
Dividend Payment Date, or with respect to the first Quarterly Dividend Payment
Date, since the first issuance of any share or fraction of a share of Series C
Participating Preferred Stock. In the event the Corporation shall at any time
after February 19, 1998 (the "Rights Declaration Date") (i) declare any dividend
on Common Stock payable in shares of Common Stock, (ii) subdivide the
outstanding Common Stock, or (iii) combine the outstanding Common Stock into a
smaller number of shares, then in each such case the amount to which holders of
shares of Series C Participating Preferred Stock were entitled immediately prior
to such event under clause (b) of the preceding sentence shall be adjusted by
multiplying such amount by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

         (B) The Corporation shall declare a dividend or distribution on the
Series C Participating Preferred Stock as provided in paragraph (A) above
immediately after it declares a dividend or distribution on the Common Stock
(other than a dividend payable in shares of Common Stock); provided that, in the
event no dividend or distribution shall have been declared on the Common Stock
during the period between any Quarterly Dividend Payment Date and the next
subsequent Quarterly Dividend Payment Date, a dividend of $3.125 per share on
the Series C Participating Preferred Stock shall nevertheless be payable on such
subsequent Quarterly Dividend Payment Date.



                                       1
<PAGE>   42



         (C) Dividends shall begin to accrue and be cumulative on outstanding
shares of Series C Participating Preferred Stock from the Quarterly Dividend
Payment Date next preceding the date of issue of such shares of Series C
Participating Preferred Stock, unless (i) the date of issue of such shares is
prior to the record date for the first Quarterly Dividend Payment Date, in which
case dividends on such shares shall begin to accrue from the date of issue of
such shares, or (ii) the date of issue is a Quarterly Dividend Payment Date or
is a date after the record date for the determination of holders of shares of
Series C Participating Preferred Stock entitled to receive a quarterly dividend
and before such Quarterly Dividend Payment Date, in either of which events such
dividends shall begin to accrue and be cumulative from such Quarterly Dividend
Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends
paid on the shares of Series C Participating Preferred Stock in an amount less
than the total amount of such dividends at the time accrued and payable on such
shares shall be allocated pro rata on a share-by-share basis among all such
shares at the time outstanding. The Board of Directors may fix a record date for
the determination of holders of shares of Series C Participating Preferred Stock
entitled to receive payment of a dividend or distribution declared thereon,
which record date shall be no more than 60 days prior to the date fixed for the
payment thereof.

         Section 3. VOTING RIGHTS. The holders of shares of Series C
Participating Preferred Stock shall have the following voting rights:

         (A) Subject to the provision for adjustment hereinafter set forth, each
share of Series C Participating Preferred Stock shall entitle the holder thereof
to 100 votes on all matters submitted to a vote of the shareholders of the
Corporation. In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such case
the number of votes per share to which holders of shares of Series C
Participating Preferred Stock were entitled immediately prior to such event
shall be adjusted by multiplying such number by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.

         (B) Except as otherwise provided by the Third Amended and Restated
Articles of Incorporation of the Corporation, as may be further amended,
modified, supplemented, restated or superseded from time to time, or by law, the
holders of shares of Series C Participating Preferred Stock and the holders of
shares of Common Stock (and any other capital stock of the Corporation at the
time entitled thereto) shall vote together as one class on all matters submitted
to a vote of shareholders of the Corporation.

         (C) Except as set forth herein, holders of Series C Participating
Preferred Stock shall have no special voting rights and their consent shall not
be required (except to the extent they are entitled to vote with holders of
Common Stock as set forth herein) for taking any corporate action.


                                       2
<PAGE>   43



         Section 4. CERTAIN RESTRICTIONS.

         (A) Whenever quarterly dividends or other dividends or distributions
payable on a Series C Participating Preferred Stock as provided in Section 2 are
in arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on shares of Series C Participating
Preferred Stock outstanding shall have been paid in full, the Corporation shall
not:

         (i) declare or pay dividends on, make any other distributions on, or
         redeem or purchase or otherwise acquire for consideration any shares of
         stock ranking junior (either as to dividends or upon liquidation,
         dissolution or winding up) to the Series C Participating Preferred
         Stock;

         (ii) declare or pay dividends on or make any other distributions on any
         shares of stock ranking on a parity (either as to dividends or upon
         liquidation, dissolution or winding-up) with the Series C Participating
         Preferred Stock, except dividends paid ratably on the Series C
         Participating Preferred Stock and all such parity stock on which
         dividends are payable or in arrears in proportion to the total amounts
         to which the holders of all such shares are then entitled;

         (iii) redeem or purchase or otherwise acquire for consideration shares
         of any stock ranking on a parity (either as to dividends or upon
         liquidation, dissolution or winding up) with the Series C Participating
         Preferred Stock, provided that the Corporation may at any time redeem,
         purchase or otherwise acquire shares of any such parity stock in
         exchange for shares of any stock of the Corporation ranking junior
         (either as to dividends or upon dissolution, liquidation or winding up)
         to the Series C Participating Preferred Stock;

         (iv) purchase or otherwise acquire for consideration any shares of
         Series C Participating Preferred Stock, or any shares of stock ranking
         on a parity with the Series C Participating Preferred Stock, except in
         accordance with a purchase offer made in writing or by publication (as
         determined by the Board of Directors) to all holders of such shares
         upon such terms as the Board of Directors, after consideration of the
         respective annual dividend rates and other relative rights and
         preferences of the respective series and classes, shall determine in
         good faith will result in fair and equitable treatment among the
         respective series or classes.

         (B) The Corporation shall not permit any subsidiary of the Corporation
to purchase or otherwise acquire for consideration any shares of stock of the
Corporation unless the Corporation could, under paragraph (A) of this Section 4,
purchase or otherwise acquire such shares at such time and in such manner.

         Section 5. RE-ACQUIRED SHARES. Any shares of Series C Participating
Preferred Stock purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired and cancelled promptly after the acquisition
thereof. All such shares shall upon their cancellation become authorized but
unissued shares of Preferred Stock and may be reissued as part of a new series
of Preferred Stock to be created by resolution or resolutions of the Board of
Directors, subject to the conditions and restrictions on issuance set forth
herein.




                                       3

<PAGE>   44


         Section 6. LIQUIDATION, DISSOLUTION OR WINDING-UP.

         (A) Upon any liquidation (voluntary or otherwise), dissolution or
winding up of the Corporation, no distribution shall be made to the holders of
shares of stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series C Participating Preferred Stock unless,
prior thereto, the holders of shares of Series C Participating Preferred Stock
shall have received $100.00 per share, plus an amount equal to accrued and
unpaid dividends and distributions thereon, whether or not declared, to the date
of such payment (the "Series C Liquidation Preference"). Following the payment
of the full amount of the Series C Liquidation Preference, no additional
distributions shall be made to the holders of shares of Series C Participating
Preferred Stock unless, prior thereto, the holders of shares of Common Stock
shall have received an amount per share (the "Common Adjustment") equal to the
quotient obtained by dividing (i) the Series C Liquidation Preference by (ii)
100 (as appropriately adjusted as set forth in paragraph C below to reflect such
events as stock splits, stock dividends and recapitalizations with respect to
the Common Stock) (such number in clause (ii) the "Adjustment Number").
Following the payment of the full amount of the Series C Liquidation Preference
and the Common Adjustment in respect of all outstanding shares of Series C
Participating Preferred Stock and Common Stock, respectively, holders of Series
C Participating Preferred Stock and holders of shares of Common Stock shall
receive their ratable and proportionate share of the remaining assets to be
distributed in the ratio of the Adjustment Number to one (1) with respect to
such Series C Participating Preferred Stock and Common Stock, on a per share
basis, respectively.

         (B) In the event, however, that there are not sufficient assets
available to permit payment in full of the Series C Liquidation Preference and
the liquidation preferences of all other series of Preferred Stock, if any,
which rank on a parity with the Series C Participating Preferred Stock, then
such remaining assets shall be distributed ratably to the holders of such parity
shares in proportion to their respective liquidation preferences. In the event,
however, that there are not sufficient assets available to permit payment in
full of the Common Adjustment, then such remaining assets shall be distributed
ratably to the holders of Common Stock.

         (C) In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such case
the Adjustment Number in effect immediately prior to such event shall be
adjusted by multiplying such Adjustment Number by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.


                                       4
<PAGE>   45



         Section 7. CONSOLIDATION, MERGER, ETC. In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in which
the shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case the shares of
Series C Participating Preferred Stock shall at the same time be similarly
exchanged or changed in an amount per share (subject to the provision for
adjustment hereinafter set forth) equal to 100 times the aggregate amount of
stock, securities, cash and/or any other property (payable in kind), as the case
may be, into which or for which each share of Common Stock is changed or
exchanged. In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such case
the amount set forth in the preceding sentence with respect to the exchange or
change of shares of Series C Participating Preferred Stock shall be adjusted by
multiplying such amount by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

         Section 8. NO REDEMPTION. The shares of Series C Participating
Preferred Stock shall not be redeemable.

         Section 9. RANKING. The Series C Participating Preferred Stock shall
rank junior to all other series of the Corporation's Preferred Stock as to the
payment of dividends and the distribution of assets, unless the terms of any
such series shall provide otherwise.

         Section 10. AMENDMENT. The Third Amended and Restated Articles of
Incorporation of the Corporation, as may be further amended, modified,
supplemented, restated or superseded from time to time, and any certificate
amendatory thereof or supplemental thereto shall not be amended or further
amended in any manner which would materially alter or change the powers,
preferences or special rights of the Series C Participating Preferred Stock so
as to affect them adversely without the affirmative vote of the holders of such
percentage of the outstanding shares of Series C Participating Preferred Stock,
voting separately as a class, as may be required under (i) the Florida General
Corporation Act or (ii) the Third Amended and Restated Articles of Incorporation
of the Corporation, as may be further amended, modified, supplemented, restated
or superseded from time to time, whichever requires a greater percentage.

         Section 11. FRACTIONAL SHARES. Series C Participating Preferred Stock
may be issued in fractions of a share which shall entitle the holder, in
proportion to such holder's fractional shares, to exercise voting rights,
receive dividends, participate in distributions and to have the benefit of all
other rights of holders of Series C Participating Preferred Stock.




                                       5
<PAGE>   46








         IN WITNESS WHEREOF, American Bankers Insurance Group, Inc. has caused
this Articles of Amendment to be executed on this 23rd day of May 1997.



(Corporate Seal)                  AMERICAN BANKERS INSURANCE GROUP, INC.

Attest:

/s/ Arthur. W. Heggen
                            By:  /s/ Gerald N. Gaston
                                 ---------------------------------------------
Arthur W. Heggen,                 Gerald N. Gaston, Vice Chairman of the Board,
 Secretary                         Chief Executive Officer and President





STATE OF FLORIDA            )
                            )
COUNTY OF DADE              )

The foregoing instrument was acknowledged before me this 23rd day of May 1997 by
Gerald N. Gaston as Vice Chairman of the Board, Chief Executive Officer and
President of American Bankers Insurance Group, Inc.


                                        /s/ SANDRA A. HOPPE
                                        ---------------------------------------
                                        NOTARY PUBLIC, State of Florida

                                        My Commission Expires:

                                        October 11, 1998
                                        ---------------------------------------

Personally Known          X            OR Produced Identification.
                 ---------------------
Type of Identification Produced                      .
                               ----------------------









                                       6