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                                                                 Exhibit 10.5(a)

                                 FIRST AMENDMENT
                                       OF
                        EVEREN CAPITAL CORPORATION 401(K)
                        AND EMPLOYEE STOCK OWNERSHIP PLAN
           (As Amended and Restated Effective as of September 1, 1995)



         WHEREAS, EVEREN Capital Corporation (the "Company") maintains the
EVEREN Capital Corporation 401(k) and Employee Stock Ownership Plan (As Amended
and Restated Effective as of September 1, 1995) (the "Plan"); and

         WHEREAS, the Plan has been amended and restated in its entirety,
effective as of September 1, 1995, and further amendment of the Plan, as amended
and restated, now is considered desirable;

         NOW, THEREFORE, pursuant to the power reserved to the Company under
Section 18.1 of the Plan, the Plan, as amended and restated, is hereby further
amended, effective April 30, 1996, by adding the following Supplement B to the
Plan immediately after Supplement A thereof:
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                                  "SUPPLEMENT B

                         SPECIAL PROVISIONS RELATING TO
                            SALE OF BETA SYSTEMS INC.


         B-1. INTRODUCTION; USE OF TERMS. On or about April 30, 1996 (the 'sale
         date'), EVEREN Securities Holdings, Inc. sold all of the issued and
         outstanding stock of BETA Systems Inc. ('BETA') to Thomson Holdings
         Inc. This Supplement B sets forth special provisions applicable to
         participants who are employed by BETA on the sale date ('BETA
         participants'). Terms used in this Supplement B shall, unless otherwise
         defined in this Supplement B, have the meanings given to such terms in
         the plan.

         B-2. FULL VESTING. Effective as of the sale date, each BETA
         participant, regardless of the BETA participant's years of credited
         service, shall have a fully vested and non-forfeitable right to the
         entire amount of such BETA participant's account balance under the plan
         (including the shares of company stock allocated to the participant's
         KSOP stock account as of the sale date).

         B-3. DISTRIBUTIONS. Pursuant to Section 401(k)(10) of the Code, any
         BETA participant who continues employment with BETA following the sale
         of BETA shall be entitled to request an immediate lump sum distribution
         of such participant's account balance in accordance with the plan and
         the distribution procedures established by the committee; provided,
         however, (a) if a BETA participant's vested account balance does not
         exceed $3,500 as of the sale date, the BETA participant shall receive
         an automatic lump sum distribution of his vested account balance, and
         (b) any distribution of company stock (or of amounts attributable to
         company stock) shall be based on the value of the company stock
         determined as of the accounting date as of which company stock was
         valued that is coincident with or immediately preceding the date on
         which the distribution is made to a BETA participant. Any election made
         pursuant to this paragraph B-3 must be made by such date as the
         committee shall designate in order to allow a lump sum distribution to
         be made by December 31, 1996."

         IN WITNESS WHEREOF, the undersigned duly authorized officer of EVEREN
Capital Corporation has caused the foregoing amendment to be executed this
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_______ day of ________________, 1996.

                                           EVEREN CAPITAL CORPORATION



                                           By

                                               Its