<PAGE>


















    <PAGE>
<PAGE>







As filed with the Securities and Exchange Commission on
___________, 19_____

                                  Registration No. ______________

                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549
                           ___________

                             FORM S-8
     REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                           ___________

              American Bankers Insurance Group, Inc.
          (Exact name of registrant as specified in its charter)
               Florida                       59-1985922
   (State or other jurisdiction of        (I.R.S. Employer Identification
     incorporation or organization)                    Number)


                     11222 Quail Roost Drive
                         Miami, FL 33157
                          (305) 253-2244
   Address including zip code, telephone number, including area
         code of Registrant's principal executive office)

American Bankers Insurance Group, Inc. 1997 Equity Incentive Plan
1994 Amended and Restated Directors' Deferred Compensation Plan
                     (Full title of the plan)

                         Arthur W. Heggen
              American Bankers Insurance Group, Inc.
                     11222 Quail Roost Drive
                      Miami, Florida  33157
                          (305) 253-2244
          (Name, address and telephone number, including
                 area code, of agent for service)

                         With a copy to:
                    Josephine Cicchetti, Esq.
                Jorden Burt Berenson & Johnson LLP
                       777 Brickell Avenue
                       Miami, Florida 33131
                          (305) 371-2600
                           ___________







   <PAGE>
<PAGE>






[CAPTION]
<TABLE>
                         Calculation of Registration Fee

<S>                           <C>                           <C>
                                                            Proposed
Title of Securities           Amount to be                  Maximum Offering
to be Registered              Registered(1)                 Price Per Unit (2)

Common Stock,
$1.00 par value
per share                      2,100,000                      $56.50
                                Shares


<S>                           <C>                           <C>
                              Proposed                      
Title of Securities           Maximum Aggregate             Amount of
to be Registered              Offering Price(2)             Registration Fee(1)

Common Stock,
$1.00 par value
per share                     118,650,000                     $24,414

</TABLE>


   (1)    This registration statement relates to 2,000,000 shares
   issuable under the American Bankers Insurance Group, Inc. 1997
   Equity Incentive Plan ("1997 Plan") and to an additional
   100,000 shares issuable under the 1994 Amended and Restated
   Directors' Deferred Compensation Plan (the"Deferred Plan"). 
   Previously, 100,000 shares issuable under the Deferred Plan
   were registered by the Company on August 3, 1994 on Form S-8
   File Number 33-82342.  Accordingly, upon effectiveness of this
   registration statement, 200,000 shares issuable under the
   Deferred Plan will be registered.   The 1997 Plan replaces the
   1991 Stock Incentive Plan, 1994 Senior Management Plan and 1994
   Non-Employee Directors Stock Option Plan and the remaining 674,079
   shares issuable under these plans were transferred to the 1997
   Plan as part of the 2,000,000 shares issuable under the 1997
   Plan.  These 674,079 shares were previously registered on Form
   S-8 file no. 33-40802 and Form S-8 file no. 33-82342, and the
   Registrant removes these share from registration under these
   registration statements and registers them under this
   Registration Statement.  Accordingly, the amount of Registration
   Fee relates only to 1,425,921 shares.

   (2)     Pursuant to Rule 457 under the Securities Act of 1933,
   this amount is calculated based upon the average of the high
   and low prices of the Company's common stock in the NASDAQ-NMS
   system on June 4, 1997.

   <PAGE>
<PAGE>






     This registration statement shall hereafter become effective
   in accordance with the provisions of Section 8(a) of the
   Securities Act of 1933 and general instruction D to Form S-8.


















































   <PAGE>
<PAGE>






           INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

          The following documents are hereby incorporated herein
   by reference thereto and are a part hereof (the "Incorporated
   Documents"):

          1.  American Bankers Insurance Group Inc.'s (the
   "Company") Annual Report on Form 10-K for the fiscal year
   ended December 31, 1996.

          2.  The Company's definitive Notice of Annual Meeting
   of Shareholders and Proxy Statement dated April 11, 1997 for
   the Company's Annual Meeting held May 23, 1997.

          3.  The Company's Quarterly Report on Form 10-Q for the
   quarter ended March 31, 1997.

          4.  The description of the Company's Common Stock
   contained in the Company's registration statement on Form 8-A
   (Registration No. 0-9633).

          5.  From the date of filing such documents, all
   documents filed by the Company pursuant to Sections 13(a),
   13(c), 14 and 15(d) of the Securities Exchange Act after the
   date of this Registration Statement and prior to the filing of
   a post-effective amendment which indicates that all shares
   offered hereby have been sold or deregisters all such shares
   then remaining unsold.

                            LEGAL MATTERS

          The validity of the shares offered hereby will be
   passed upon for the Company by Jorden Burt Berenson & Johnson
   LLP, Miami, Florida.  James F. Jorden, a director of the
   Company, is a partner in the law firm of Jorden Burt Berenson
   & Johnson LLP, which law firm serves as the Company's general
   counsel.

                               EXPERTS

          The audited consolidated financial statements and
   schedules of the Company and its subsidiaries included in this
   Registration Statement by reference to the Annual Report on
   Form 10-K of the Company for the fiscal year ended December
   31, 1996, have been audited by Price Waterhouse LLP,
   independent accountants for the periods indicated in their
   report thereon.  The financial statements and schedules
   audited by Price Waterhouse LLP have been incorporated herein
   in reliance on their report given on their authority as
   experts in accounting and auditing.



   <PAGE>
<PAGE>






              INDEMNIFICATION OF DIRECTORS AND OFFICERS

          Reference is made to Section 607.0850 of the Florida
   Business Corporation Act under whose laws the registrant is
   incorporated, which provides for indemnification of directors
   and officers in certain circumstances.  The Company's Third
   Amended and Restated Articles of Incorporation, as amended
   ("Articles"), provide that the Company shall indemnify its
   directors and officers to the full extent permitted by Florida
   law.  Additionally, the Company's bylaws provide that the
   Company shall similarly indemnify its officers and directors
   and also allow the Company, by resolution of the Board of
   Directors, to indemnify certain employees and agents to the
   full extent permitted by Florida law.

          The Company has obtained liability insurance of up to
   $10,000,000 on behalf of the directors and officers of the
   Company for certain losses arising from claims or charges made
   against them while acting in their capacities as directors or
   officers of the Company.  In general, the Company s deductible
   is $250,000 for each loss relating to any one director or
   officer and will not exceed $250,000 in the aggregate for any
   loss involving multiple directors and officers for any
   reimbursement made by the Company to the directors or officers
   to the extent permitted by the Company s Articles and bylaws. 
   For any other loss the Company must pay on behalf of the a
   director or officer, there is no deductible.  The policy s
   exclusions include losses due to any litigation prior to or
   pending before the retroactive date of the policy, any action
   between directors or officers, or any loss due to regulatory
   penalties. 


                               EHIBITS

          The following are filed as exhibits to this
   Registration Statement:

          4.1  American Bankers Insurance Group, Inc. 1997 Equity
   Incentive Plan
    
          4.2  American Bankers Insurance Group, Inc. 1994
               Amended and Restated Directors' Deferred
               Compensation Plan

          5.1  Opinion of Jorden Burt Berenson & Johnson LLP as
               to legality of the shares of Common Stock being
               registered

          23.1 Consent of Price Waterhouse LLP, independent
               auditors


   <PAGE>
<PAGE>






          23.2 Consent of Jorden Burt Berenson & Johnson LLP
               (included in Exhibit 5.1)

          25.  Power of attorney (included in signature page)

          















































   <PAGE>
<PAGE>






                            UNDERTAKINGS

          A.   The undersigned registrant hereby undertakes:

               (1)  To file, during any period in which offers or
          sales are being made, a post-effective amendment to
          this Registration Statement to include any material
          information with respect to the plan of distribution
          not previously disclosed in the Registration Statement
          or any material change to such information in the
          Registration Statement.

               (2)  That, for the purpose of determining any
          liability under the Securities Act of 1933, each such
          post-effective amendment shall be deemed to be a new
          registration statement relating to the securities
          offered therein, and the offering of such securities at
          that time shall be deemed to be the initial bona fide
          offering thereof.

               (3)  To remove from registration by means of a
          post effective amendment any of the securities being
          registered which remain unsold at the termination of
          the offering.

          B.   The undersigned registrant hereby undertakes that,
   for purposes of determining any liability under the Securities
   Act of 1933, each filing of the registrant's annual report
   pursuant to section 13(a) or section 15(d) of the Securities
   Exchange Act of 1934 (and, where applicable, each filing of an
   employee benefit plan's annual report pursuant to section
   15(d) of the Securities Exchange Act of 1934) that is
   incorporated by reference in the Registration Statement shall
   be deemed to be a new registration statement relating to the
   securities offered therein, and the offering of such
   securities at that time shall be deemed to be the initial bona
   fide offering thereof.

          C.   Insofar as indemnification for liabilities arising
   under the Securities Act of 1933 may be permitted to
   directors, officers and controlling persons of the registrant
   pursuant to the foregoing provisions, or otherwise, the
   registrant has been advised that in the opinion of the
   Securities and Exchange Commission such indemnification is
   against public policy as expressed in the Act, and is,
   therefore, unenforceable.  In the event that a claim for
   indemnification against such liabilities (other than the
   payment by the registrant of expenses incurred or paid by a
   director, officer or controlling person of the registrant in
   the successful defense of any action, suit or proceeding) is
   asserted by such director, officer or controlling person in
   connection with the securities being registered, the

   <PAGE>
<PAGE>






   registrant will, unless in the opinion of its counsel the
   matter has been settled by controlling precedent, submit to a
   court of appropriate jurisdiction the question of whether such
   indemnification by it is against public policy as expressed in
   the Act and will be governed by the final adjudication of such
   issue.















































   <PAGE>
<PAGE>






                             Signatures

          Pursuant to the requirements of the Securities Act of
   1933, the registrant certifies that it has reasonable grounds
   to believe that it meets all of the requirements for filing on
   Form S-8 and has duly caused this registration statement to be
   signed on its behalf by the undersigned, thereunto duly
   authorized in the City of Miami, State of Florida, on the 23rd
   day of May, 1997.

                         American Bankers Insurance Group, Inc.


                         By:/s Gerald N. Gaston                  
                               Gerald N. Gaston
                               Chief Executive Officer


                          POWER OF ATTORNEY

          The undersigned directors and officers of American
   Bankers Insurance Group, Inc. hereby constitute and appoint
   Gerald N. Gaston, Floyd Denison and Arthur W. Heggen, and each
   of them, with full power to act without the other and with
   full power of substitution and resubstitution, our true and
   lawful attorneys-in-fact with full power to execute in our
   name and behalf in the capacities indicated below any and all
   amendments (including post-effective amendments and amendments
   thereto) to this Registration Statement and to file the same,
   with all exhibits thereto and other documents in connection
   therewith, with the Securities and Exchange Commission and
   hereby ratify and confirm all that such attorneys-in-fact, or
   their substitutes shall lawfully do or cause to be done by
   virtue hereof.

          Pursuant to the requirements of the Securities Act of
   1933, the registration statement has been signed by the
   following persons in the capacities and on May 23, 1997.















   <PAGE>
<PAGE>






          Signature                                   Title


   /s/ R. Kirk Landon                   Chairman of the Board
       R. Kirk Landon



   /s/ Gerald N. Gaston                 Vice Chairman of the
       Gerald N. Gaston                 Board of Directors, Chief
                                        Executive Officer


   /s/ Floyd Denison                    Chief Accounting Officer
       Floyd Denison



   /s/ William H. Allen, Jr.            Director
       William H. Allen, Jr.



   /s/ Nicholas A. Buoniconti           Director
       Nicholas A. Buoniconti



   /s/ Armando Codina                   Director
       Armando Codina



   /s/ Peter J. Dolara                  Director
       Peter J. Dolara



   /s/ Daryl L. Jones                   Director
       Daryl L. Jones



   /s/ James F. Jorden                  Director
       James F. Jorden




   /s/ Bernard P. Knoth                 Director
       Bernard P. Knoth


   <PAGE>
<PAGE>







   /s/ Eugene M. Matalene, Jr.          Director
       Eugene M. Matalene, Jr.



   /s/ Albert H. Nahmad                 Director
       Albert H. Nahmad



   /s/ Nicholas J. St. George           Director
       Nicholas J. St. George



   /s/ Robert C. Strauss                Director
       Robert C. Strauss



   /s/ George B. Williamson, II         Director
       George E. Williamson, II



   /s/ Jack Kemp                        Director
       Jack Kemp

























   <PAGE>
<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15839}]
{"company-data": {"conformed-name": "AMERICAN BANKERS INSURANCE GROUP INC", "cik": "0000350571", "assigned-sic": "6311", "irs-number": "591985922", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-28557", "film-number": "97619701"}, "business-address": {"street1": "11222 QUAIL ROOST DR", "city": "MIAMI", "state": "FL", "zip": "33157", "phone": "3052532244"}, "mail-address": {"street1": "11222 QUAIL ROOST DR", "city": "MIAMI", "state": "FL", "zip": "33157"}}
As filed with the Securities and Exchange Commission on
___________, 19_____

                                  Registration No. ______________

                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549
                           ___________

                             FORM S-8
     REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                           ___________

              American Bankers Insurance Group, Inc.
          (Exact name of registrant as specified in its charter)
               Florida                       59-1985922
   (State or other jurisdiction of        (I.R.S. Employer Identification
     incorporation or organization)                    Number)

                     11222 Quail Roost Drive
                         Miami, FL 33157
                          (305) 253-2244
   Address including zip code, telephone number, including area
         code of Registrant's principal executive office)

American Bankers Insurance Group, Inc. 1997 Equity Incentive Plan
1994 Amended and Restated Directors' Deferred Compensation Plan
                     (Full title of the plan)

                         Arthur W. Heggen
              American Bankers Insurance Group, Inc.
                     11222 Quail Roost Drive
                      Miami, Florida  33157
                          (305) 253-2244
          (Name, address and telephone number, including
                 area code, of agent for service)

                         With a copy to:
                    Josephine Cicchetti, Esq.
                Jorden Burt Berenson & Johnson LLP
                       777 Brickell Avenue
                       Miami, Florida 33131
                          (305) 371-2600
                           ___________
[CAPTION]

                         Calculation of Registration Fee
Proposed
Title of Securities           Amount to be                  Maximum Offering
to be Registered              Registered(1)                 Price Per Unit (2)

Common Stock,
$1.00 par value
per share                      2,100,000                      $56.50
                                Shares
Proposed                      
Title of Securities           Maximum Aggregate             Amount of
to be Registered              Offering Price(2)             Registration Fee(1)

Common Stock,
$1.00 par value
per share                     118,650,000                     $24,414
(1)    This registration statement relates to 2,000,000 shares
   issuable under the American Bankers Insurance Group, Inc. 1997
   Equity Incentive Plan ("1997 Plan") and to an additional
   100,000 shares issuable under the 1994 Amended and Restated
   Directors' Deferred Compensation Plan (the"Deferred Plan"). 
   Previously, 100,000 shares issuable under the Deferred Plan
   were registered by the Company on August 3, 1994 on Form S-8
   File Number 33-82342.  Accordingly, upon effectiveness of this
   registration statement, 200,000 shares issuable under the
   Deferred Plan will be registered.   The 1997 Plan replaces the
   1991 Stock Incentive Plan, 1994 Senior Management Plan and 1994
   Non-Employee Directors Stock Option Plan and the remaining 674,079
   shares issuable under these plans were transferred to the 1997
   Plan as part of the 2,000,000 shares issuable under the 1997
   Plan.  These 674,079 shares were previously registered on Form
   S-8 file no. 33-40802 and Form S-8 file no. 33-82342, and the
   Registrant removes these share from registration under these
   registration statements and registers them under this
   Registration Statement.  Accordingly, the amount of Registration
   Fee relates only to 1,425,921 shares.

   (2)     Pursuant to Rule 457 under the Securities Act of 1933,
   this amount is calculated based upon the average of the high
   and low prices of the Company's common stock in the NASDAQ-NMS
   system on June 4, 1997.
This registration statement shall hereafter become effective
   in accordance with the provisions of Section 8(a) of the
   Securities Act of 1933 and general instruction D to Form S-8.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

          The following documents are hereby incorporated herein
   by reference thereto and are a part hereof (the "Incorporated
   Documents"):

          1.  American Bankers Insurance Group Inc.'s (the
   "Company") Annual Report on Form 10-K for the fiscal year
   ended December 31, 1996.

          2.  The Company's definitive Notice of Annual Meeting
   of Shareholders and Proxy Statement dated April 11, 1997 for
   the Company's Annual Meeting held May 23, 1997.

          3.  The Company's Quarterly Report on Form 10-Q for the
   quarter ended March 31, 1997.

          4.  The description of the Company's Common Stock
   contained in the Company's registration statement on Form 8-A
   (Registration No. 0-9633).

          5.  From the date of filing such documents, all
   documents filed by the Company pursuant to Sections 13(a),
   13(c), 14 and 15(d) of the Securities Exchange Act after the
   date of this Registration Statement and prior to the filing of
   a post-effective amendment which indicates that all shares
   offered hereby have been sold or deregisters all such shares
   then remaining unsold.

                            LEGAL MATTERS

          The validity of the shares offered hereby will be
   passed upon for the Company by Jorden Burt Berenson & Johnson
   LLP, Miami, Florida.  James F. Jorden, a director of the
   Company, is a partner in the law firm of Jorden Burt Berenson
   & Johnson LLP, which law firm serves as the Company's general
   counsel.

                               EXPERTS

          The audited consolidated financial statements and
   schedules of the Company and its subsidiaries included in this
   Registration Statement by reference to the Annual Report on
   Form 10-K of the Company for the fiscal year ended December
   31, 1996, have been audited by Price Waterhouse LLP,
   independent accountants for the periods indicated in their
   report thereon.  The financial statements and schedules
   audited by Price Waterhouse LLP have been incorporated herein
   in reliance on their report given on their authority as
   experts in accounting and auditing.
INDEMNIFICATION OF DIRECTORS AND OFFICERS

          Reference is made to Section 607.0850 of the Florida
   Business Corporation Act under whose laws the registrant is
   incorporated, which provides for indemnification of directors
   and officers in certain circumstances.  The Company's Third
   Amended and Restated Articles of Incorporation, as amended
   ("Articles"), provide that the Company shall indemnify its
   directors and officers to the full extent permitted by Florida
   law.  Additionally, the Company's bylaws provide that the
   Company shall similarly indemnify its officers and directors
   and also allow the Company, by resolution of the Board of
   Directors, to indemnify certain employees and agents to the
   full extent permitted by Florida law.

          The Company has obtained liability insurance of up to
   $10,000,000 on behalf of the directors and officers of the
   Company for certain losses arising from claims or charges made
   against them while acting in their capacities as directors or
   officers of the Company.  In general, the Company s deductible
   is $250,000 for each loss relating to any one director or
   officer and will not exceed $250,000 in the aggregate for any
   loss involving multiple directors and officers for any
   reimbursement made by the Company to the directors or officers
   to the extent permitted by the Company s Articles and bylaws. 
   For any other loss the Company must pay on behalf of the a
   director or officer, there is no deductible.  The policy s
   exclusions include losses due to any litigation prior to or
   pending before the retroactive date of the policy, any action
   between directors or officers, or any loss due to regulatory
   penalties. 

                               EHIBITS

          The following are filed as exhibits to this
   Registration Statement:

          4.1  American Bankers Insurance Group, Inc. 1997 Equity
   Incentive Plan
    
          4.2  American Bankers Insurance Group, Inc. 1994
               Amended and Restated Directors' Deferred
               Compensation Plan

          5.1  Opinion of Jorden Burt Berenson & Johnson LLP as
               to legality of the shares of Common Stock being
               registered

          23.1 Consent of Price Waterhouse LLP, independent
               auditors
23.2 Consent of Jorden Burt Berenson & Johnson LLP
               (included in Exhibit 5.1)

          25.  Power of attorney (included in signature page)
UNDERTAKINGS

          A.   The undersigned registrant hereby undertakes:

               (1)  To file, during any period in which offers or
          sales are being made, a post-effective amendment to
          this Registration Statement to include any material
          information with respect to the plan of distribution
          not previously disclosed in the Registration Statement
          or any material change to such information in the
          Registration Statement.

               (2)  That, for the purpose of determining any
          liability under the Securities Act of 1933, each such
          post-effective amendment shall be deemed to be a new
          registration statement relating to the securities
          offered therein, and the offering of such securities at
          that time shall be deemed to be the initial bona fide
          offering thereof.

               (3)  To remove from registration by means of a
          post effective amendment any of the securities being
          registered which remain unsold at the termination of
          the offering.

          B.   The undersigned registrant hereby undertakes that,
   for purposes of determining any liability under the Securities
   Act of 1933, each filing of the registrant's annual report
   pursuant to section 13(a) or section 15(d) of the Securities
   Exchange Act of 1934 (and, where applicable, each filing of an
   employee benefit plan's annual report pursuant to section
   15(d) of the Securities Exchange Act of 1934) that is
   incorporated by reference in the Registration Statement shall
   be deemed to be a new registration statement relating to the
   securities offered therein, and the offering of such
   securities at that time shall be deemed to be the initial bona
   fide offering thereof.

          C.   Insofar as indemnification for liabilities arising
   under the Securities Act of 1933 may be permitted to
   directors, officers and controlling persons of the registrant
   pursuant to the foregoing provisions, or otherwise, the
   registrant has been advised that in the opinion of the
   Securities and Exchange Commission such indemnification is
   against public policy as expressed in the Act, and is,
   therefore, unenforceable.  In the event that a claim for
   indemnification against such liabilities (other than the
   payment by the registrant of expenses incurred or paid by a
   director, officer or controlling person of the registrant in
   the successful defense of any action, suit or proceeding) is
   asserted by such director, officer or controlling person in
   connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the
   matter has been settled by controlling precedent, submit to a
   court of appropriate jurisdiction the question of whether such
   indemnification by it is against public policy as expressed in
   the Act and will be governed by the final adjudication of such
   issue.
Signatures

          Pursuant to the requirements of the Securities Act of
   1933, the registrant certifies that it has reasonable grounds
   to believe that it meets all of the requirements for filing on
   Form S-8 and has duly caused this registration statement to be
   signed on its behalf by the undersigned, thereunto duly
   authorized in the City of Miami, State of Florida, on the 23rd
   day of May, 1997.

                         American Bankers Insurance Group, Inc.

                         By:/s Gerald N. Gaston                  
                               Gerald N. Gaston
                               Chief Executive Officer

                          POWER OF ATTORNEY

          The undersigned directors and officers of American
   Bankers Insurance Group, Inc. hereby constitute and appoint
   Gerald N. Gaston, Floyd Denison and Arthur W. Heggen, and each
   of them, with full power to act without the other and with
   full power of substitution and resubstitution, our true and
   lawful attorneys-in-fact with full power to execute in our
   name and behalf in the capacities indicated below any and all
   amendments (including post-effective amendments and amendments
   thereto) to this Registration Statement and to file the same,
   with all exhibits thereto and other documents in connection
   therewith, with the Securities and Exchange Commission and
   hereby ratify and confirm all that such attorneys-in-fact, or
   their substitutes shall lawfully do or cause to be done by
   virtue hereof.

          Pursuant to the requirements of the Securities Act of
   1933, the registration statement has been signed by the
   following persons in the capacities and on May 23, 1997.
Signature                                   Title

   /s/ R. Kirk Landon                   Chairman of the Board
       R. Kirk Landon

   /s/ Gerald N. Gaston                 Vice Chairman of the
       Gerald N. Gaston                 Board of Directors, Chief
                                        Executive Officer

   /s/ Floyd Denison                    Chief Accounting Officer
       Floyd Denison

   /s/ William H. Allen, Jr.            Director
       William H. Allen, Jr.

   /s/ Nicholas A. Buoniconti           Director
       Nicholas A. Buoniconti

   /s/ Armando Codina                   Director
       Armando Codina

   /s/ Peter J. Dolara                  Director
       Peter J. Dolara

   /s/ Daryl L. Jones                   Director
       Daryl L. Jones

   /s/ James F. Jorden                  Director
       James F. Jorden

   /s/ Bernard P. Knoth                 Director
       Bernard P. Knoth
/s/ Eugene M. Matalene, Jr.          Director
       Eugene M. Matalene, Jr.

   /s/ Albert H. Nahmad                 Director
       Albert H. Nahmad

   /s/ Nicholas J. St. George           Director
       Nicholas J. St. George

   /s/ Robert C. Strauss                Director
       Robert C. Strauss

   /s/ George B. Williamson, II         Director
       George E. Williamson, II

   /s/ Jack Kemp                        Director
       Jack Kemp