Issuance And Paying Agent Agreement

CORPORATE COMMERCIAL PAPER MASTER NOTE


December 1, 1995
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(Date of Issuance)


American Bankers Insurance Group ("Issuer"), for value received, hereby promises to pay to Cede & Co., as nominee of The Depository Trust Company, or to registered assigns: (i) the principal amount, together with unpaid accrued interest thereon, if any, on the maturity date of each obligation identified on the records of Issuer (the "Underlying Records") as being evidenced by this Master Note, which Underlying Records are maintained by Chemical Bank ("Paying Agent"); (ii) interest on the principal amount of each such obligation that is payable in installments, if any, on the due date of each installment, as specified on the Underlying Records; and (iii) the principal amount of each such obligation that is payable in installments, if any, on the due date of each installment, as specified on the Underlying Records. Interest shall be calculated at the rate and according to the calculation convention specified on the Underlying Records. Payments shall be made by wire transfer to the registered owner from Paying Agent without the necessity of presentation and surrender of this Master Note.


REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS MASTER NOTE SET FORTH ON THE REVERSE HEREOF.


This Master Note is a valid and binding obligation of Issuer. Not Valid Unless Countersigned for Authentication by Paying Agent.


/s/ Chemical Bank American Bankers Insurance Group
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(Paying Agent) (Issuer)


By: /s/ Floyd Denison
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(Authorized Countersignature) (Authorized Signature)
Floyd Denison, Exec. Vice President


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(Guarantor)


By:
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(Authorized Signature)


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ISSUANCE AND PAYING AGENT AGREEMENT


(FOR COMMERCIAL PAPER)


AGREEMENT dated as of 21st day of November 1995 by and between American Bankers Insurance Group (the "Corporation") and CHEMICAL BANK ("Chemical").


WHEREAS, the Corporation has authorized the establishment of a commercial paper note program pursuant to which the Corporation proposes from time to time to issue its short term commercial paper notes (having maturities of 270 days or less) (the "Notes"); and


WHEREAS, the Corporation wishes to designate Chemical as depository for the safekeeping of the Notes and agent with respect to the issuance, delivery and payment of the Notes.


NOW THEREFORE, the parties hereto agree as follows:


1. Appointment. The Corporation hereby designates and appoints Chemical as depository for the safekeeping of the Notes and agent with respect to the issuance, delivery and payment of the Notes.


2. Authorized Officers. Attached hereto as Exhibit A is a certified copy of a duly adopted corporate resolution from the Board of Directors of the Corporation and a certificate of incumbency with specimen signatures attached marked Exhibit B hereto, of those officers of the Corporation authorized to take such action with respect to the Notes as is provided herein (each such officer hereinafter referred to as an "Authorized Officer"). Also attached and marked as Exhibit C is the form of the Note.


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3. Certificated Notes. (a) The Corporation will forward or cause to be forwarded to Chemical from time to time a supply of certificated Notes, serially numbered, with the order party, amount, date of issuance and maturity date left blank. Each certificated Note will have been presigned by one or more manual or facsimile signatures of Authorized Officers on behalf of the Corporation as authorized by the resolution. These certificated Notes shall be accompanied by two copies of a transmittal letter. When the certificated Notes are delivered to Chemical, Chemical will inspect and count them. If the certificated Notes meet Chemical's specifications and conform in number to the transmittal letter, Chemical shall acknowledge receipt by having one of its officers or employees designated for that purpose sign in the space provided and, as hereinafter provided, return a copy of such transmittal letter to the Corporation or such other party delivering the certificated Notes to Chemical.


(b) Chemical, upon receipt of instructions given as hereinafter provided, will withdraw the necessary certificated Notes from safekeeping and, in accordance with such instructions, will:


(1) complete each certificated Note as to the amount
(including interest, if Notes are interest bearing),
date of issue, and maturity date;


(2) countersign each certificated Note (by at least one
officer or employee designated for that purpose); and


(3) deliver each certificated Note as instructed.


All certificated Notes will be issued to the order of "Bearer" unless an order party is provided in the Corporation's instructions to Chemical.


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(c) Each of the certificated Notes shall be countersigned for authentication by such officers or employees of Chemical as Chemical may from time to time designate. Should any certificated Notes have been countersigned by one of Chemical's authorized officers or employees, and said officer or employee not be designated at the time said certificated Note is to be paid, Chemical is authorized to pay the certificated Note notwithstanding that the authority of said officer or employee has been terminated between the time of authentication and the time of payment.


(d) When Chemical is instructed to deliver a certificated Note against payment, it will be understood to mean delivery against a receipt. Pursuant to the customary commercial practice prevailing in the commercial paper market, the delivery and receipt of payment are not completed simultaneously. Therefore, Chemical will deliver the certificated Note(s) to the office of the purchaser or the designated consignee for the account of the purchaser (provided such office is located in the Borough of Manhattan in the City of New York below Chambers Street) and take back the purchaser's or the consignee's receipt signed or stamped acknowledging receipt for the delivery. Later the same day and after the purchaser or the consignee has verified the delivery against its contracts, payment by such purchaser or consignee is then effected by wire transfer of funds to Chemical's account at the Federal Reserve Bank of New York. Pursuant to customary commercial practice, the Corporation shall bear any risk of non-payment by a purchaser to whom or for whose account a certificated Note is delivered.


(e) All spoiled or voided certificated Notes will be cancelled and returned to the Corporation against a signed receipt.


4. Instructions. (a) Chemical is authorized to act with respect to the Notes and to other duties provided for herein upon instructions it may receive from an Authorized Officer of the Corporation or by any employee, commercial paper dealer or other agent designated by the Corporation in a letter signed by one of the Authorized Officers. These instructions may be in written form


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(including instructions given by telecopier, through CPMS (hereinafter defined) or through a CPU to CPU link between Chemical and selected commercial paper dealers) or may be given orally by telephone except where this Agreement specifically provides for written instructions.


(b) Should the Corporation or its designated agent use Chemical's Commercial Paper Management Service ("CPMS") or a CPU to CPU link with Chemical for the transmission to Chemical of the Corporation's instructions for the issuance of Notes, the Corporation understands that such transmission shall effect automated preparation of the Notes for issuance and shall be equivalent to the giving of a duly authorized written and signed instruction which Chemical may act upon without liability.


5. Book Entry Notes. (a) Should the Corporation elect to make its commercial paper program eligible for the book entry commercial paper program of The Depository Trust Company ("DTC"), Chemical may be instructed to issue book entry Notes through DTC instead of, or in addition to, certificated Notes as hereinbefore provided. Chemical is authorized and directed to issue and settle through DTC book entry Notes in accordance with the procedures established by DTC and Chemical for such Notes, and all references in this Agreement to "Notes" shall apply to and shall include any book entry Notes issued hereunder by the Corporation, except to the extent that DTC's and Chemical's procedures for the issuance and payment of book entry Notes differs from the procedures described herein for certificated Notes.


(b) In accordance with DTC's book entry commercial paper program, Chemical shall obtain from the CUSIP Service Bureau a written list of CUSIP numbers for the book entry Notes that will be issued through DTC, and Chemical shall deliver such list to DTC. Chemical shall instruct the CUSIP Service Bureau to bill the Corporation for the fee or fees payable to the CUSIP Service Bureau for the list of CUSIP numbers for book entry Notes, and Chemical will include such fees in its billing to the Corporation for services provided herein. The CUSIP numbers, as required by DTC's commercial paper program will be assigned to the Corporation's book entry Notes upon issuance and


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used to identify the Corporation's outstanding book entry Notes in DTC's system.


(c) Whenever the Corporation's Note program becomes eligible for DTC's book entry commercial paper program, Chemical shall commence executing all Note issuance instructions from the Corporation by issuing and delivering only book entry Notes through DTC, except where Chemical has been specifically instructed by the Corporation to complete and deliver one or more certificated Notes.


(d) Should the Corporation agree with a book entry Note-holder to prepay such holder's book entry Note(s) on deposit with DTC prior to their scheduled maturity, the Corporation shall make arrangements with the holder and Chemical for the delivery through the DTC system of such Note(s) by the DTC participant holding the Note(s) to Chemical's designated account at DTC for payment.


(e) In the event the Corporation for any reason shall discontinue its participation in DTC's book entry commercial paper program the Corporation and Chemical shall cooperate in taking appropriate action, including, if necessary, making one or more certificated Notes available to any DTC participant having book entry Notes credited to its DTC account. Discontinuance of the Corporation's pa ...