EXECUTION COPY




                                    SWISS RE

                                     CONSENT

                          Dated as of January 31, 2000

                                      under

                                CREDIT AGREEMENT

                           Dated as of March 12, 1997

         PENNCORP FINANCIAL GROUP, INC., a Delaware corporation (the "Company"),
the lenders signatory to the Credit Agreement referred to below that are parties
hereto,  the Managing  Agents and the Co-Agents named therein (the "Agents") and
THE BANK OF NEW YORK, as administrative agent for the Banks (the "Administrative
Agent"),  hereby agree as follows  (with certain terms used herein being defined
in, or incorporated by reference pursuant to, Section 2 hereof):

     1. Credit  Agreement.  Reference  is hereby  made to the Credit  Agreement,
dated as of March 12,  1997,  among the Company,  the Banks,  the Agents and the
Administrative  Agent (as amended,  modified or waived prior to the date hereof,
the "Credit Agreement").

     2.  Definitions.  (a) All terms  defined in the Credit  Agreement  are used
herein with the meanings therein ascribed to them.

     (b) For purposes of this Consent:

     "American-Amicable"   means  American-Amicable   Holdings  Corporation,   a
Delaware corporation.

     "American-Amicable    Balance   Sheet"   means   the   balance   sheet   of
American-Amicable attached hereto as Exhibit A.

     "Pacific Life" means Pacific Life and Accident  Insurance  Company, a Texas
insurance company.

     "Pacific  Life  Balance  Sheet"  means the balance  sheet of Pacific  Life,
attached hereto as Exhibit B.

     "Pioneer  Life" means Pioneer  Security  Life  Insurance  Company,  a Texas
insurance company.

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     "Pioneer  Life  Balance  Sheet"  means the  balance  sheet of Pioneer  Life
attached hereto as Exhibit C.

     "Security  Life" shall mean Security Life and Trust  Insurance  Company,  a
Texas insurance company.

     "Southwestern  Financial" shall mean Southwestern Financial Corporation,  a
Delaware corporation.

     "Southwestern Life" shall mean Southwestern Life Insurance Company, a Texas
insurance company.

     "Specified  Transaction" shall mean the Transactions  numbered 4, 6, 12 and
13 on Schedule 1 hereto.

     "Swiss Re Consent  Effective  Date"  means the date on which the  condition
specified in Section 7 hereof shall have been fulfilled.

     "Swiss Re Sale  Contract"  means the (a) Stock  Purchase  Agreement,  dated
January 7, 2000,  between Reassure America Life Insurance  Company,  an Illinois
insurance company, and the Company, in the form attached hereto as Exhibit D, as
such  form may be  amended  or  modified  from  time to time  after the Swiss Re
Consent Effective Date,  provided,  that any such amendment or modification was,
in the sound business judgment of the Company and its Board of Directors, in the
best interests of the Company,  and, provided,  further, that any such amendment
or modification of Section 2.1 of the Swiss Re Sale Contract,  which reduces the
total consideration  payable to the Company,  was consented to in writing by the
Majority  Banks,  except  for any  amendment  or  modification  to allow for the
assumption of transaction bonuses in an amount not greater than $1,400,000,  and
(b) the Transactions related thereto.

     "Transaction" means a transaction listed on Schedule 1.

     "Transfer" means a transfer,  whether as a payment,  a dividend,  a capital
contribution  or otherwise,  of Property under a Transaction.  "Transfer",  when
used as a verb, has a correlative meaning.

     "Transferor" means a Person that Transfers any Property in a Transaction.

     "Waco Consent" means the Waco Consent and Waiver and Amendment, dated as of
January 31, 2000 under the Credit Agreement.

     3.  Consent.  (a) Upon the Swiss Re Consent  Effective  Date,  the Majority
Banks  hereby  consent,  under the sections of the Credit  Agreement  and to the
extent  specified  in  Section  3(b)  hereof,  to (i)  the  consummation  of the
Transactions  and (ii) to the release from any applicable  Security  Interest of
the Properties that are the subjects of such Transactions.

     (b) The consent  under Section  3(a)(i) is limited to Sections  8.06(b) and
(c), 8.08,  8.15,  8.17,  8.18,  8.21,  8.22,  8.23, 8.24 and 8.29 of the Credit
Agreement, and then only to the extent necessary to avoid a violation of such of
such Section or Sections as may be applicable

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<PAGE>


to such  Transfer,  and the  release  under  Section  3(a)(ii) is limited to the
Properties that are the subjects of the Transactions.

     4.  Waiver.  The Majority  Banks  hereby waive until  February 11, 2000 any
non-compliance  by the Company with Sections 8.10,  8.11,  8.12 and 8.13, to the
extent that such non-compliance results from and solely from the Transactions.

     5. Representations and Warranties. In order to induce the Majority Banks to
grant the consents,  releases and waiver effected hereunder,  the Company hereby
represents and warrants as follows:

     (a) The  Company  has  the  power,  and  has  taken  all  necessary  action
(including, if a corporation, any necessary stockholder action) to authorize it,
to execute,  deliver and perform in accordance with its terms this Consent. This
Consent  has been duly  executed  and  delivered  by the Company and is a legal,
valid and binding obligation of the Company,  enforceable against the Company in
accordance with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforcement  of  creditors'  rights  generally,  whether  at  law  or in  equity
(including principles of good faith and fair dealing).  The execution,  delivery
and performance in accordance  with its respective  terms by the Company of this
Consent  do not and  (absent  any  change in any  Applicable  Law or  applicable
Contract) will not (i) require any Governmental Approval or any other consent or
approval  (including any consent or approval of the stockholders of the Company)
to have been  obtained  by the  Company  or any of its  Affiliates,  other  than
Governmental Approvals and other consents and approvals that have been obtained,
are final and not subject to review on appeal or to  collateral  attack,  are in
full force and effect,  or (ii) violate,  conflict with,  result in a breach of,
constitute  a default  under,  or result in or require the  creation of any Lien
(other than the Security Interest) upon any assets of any such Person under, (A)
any  Contract to which any such Person is a party or by which any such Person or
any of its properties may be bound or (B) any Applicable Law.

     (b) The copy of the Swiss Re Sale Contract attached as Exhibit D hereto (i)
is in substantially the form approved by the Company's Board of Directors at the
meeting of the Board of Directors  of the Company held on January 6, 2000,  (ii)
is in the form executed by the parties  thereto,  and (iii) has not been amended
or modified subsequent to its having been furnished to the Administrative  Agent
and prior to the Swiss Re Effective Date, except by amendments and modifications
of which the Banks have been furnished copies.

     (c) (i) Either (A) each Transferor  will,  under its Transfer,  receive not
less than the reasonable  equivalent Value of the assets being Transferred by it
thereunder,  or (B) both before and after giving effect to each  Transaction (1)
both the Fair Value and the Present Fair Saleable Value of the remaining  assets
of the Transferor  transferring assets thereunder will be greater than the total
amount of such  Transferor's  Debts,  (2) the Present Fair Saleable Value of the
remaining assets of such Transferor will exceed the amount that will be required
to pay the probable  liability of such  Transferor's on its Debts as they become
absolute  and mature and (3) such  Transferor  (aa) will be able to realize upon
its assets and pay its Debts as they  mature in the normal  course of  business,
and (bb) will not be  engaged in a business  or a  transaction,  nor be

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about to engage in a business or a transaction, (I) for which its property would
constitute  unreasonably  small  capital or (II) in relation to which its assets
would be unreasonably small.

     (ii) Each Transferor  transferring assets under a Transaction,  at the time
of such  transfer,  (A) will not intend to or believe  that it will incur  Debts
that will be beyond its  ability  to pay as such  Debts  mature and (B) will not
intend,  in consummating such  Transaction,  to hinder,  delay or defraud either
present or future  creditors or any other Person to which any of its Debts is or
will become owing.

     (iii) As used herein,  "Value"  means (A) "value" as defined  under Section
548(d)(2)(A) of the Bankruptcy Code; (B) "fair consideration" within the meaning
of Section 3 of the Uniform Fraudulent Conveyance Act and (C) "value" within the
meaning of Section 3 of the Uniform  Fraudulent  Transfer Act;  "Debt" means any
Liability  that  constitutes  "debt"  or "Debt"  under  Section  101(11)  of the
Bankruptcy  Code or under the Uniform  Fraudulent  Conveyance  Act,  the Uniform
Fraudulent  Transfer Act or any analogous  Applicable  Law;  "Fair Value" means,
with respect to any asset,  the amount that an  independent  willing buyer would
pay an independent  willing seller for such asset on a going concern basis, each
having  reasonable  knowledge of the relevant  facts and neither being under any
compulsion to act, but with the  transaction to be consummated  within one year;
and "Present Fair Saleable Value" means,  with respect to any asset,  the amount
that an independent  willing buyer would pay an  independent  willing seller for
such asset on a going concern  basis,  each having  reasonable  knowledge of the
relevant  facts and neither  being  under any  compulsion  to act,  but with the
transaction to be consummated within six months.

     (d)  Each of the  American-Amicable  Balance  Sheet  and the  Pioneer  Life
Balance Sheet presents  fairly,  in all material  respects,  in accordance  with
GAAP, the respective financial positions of  American-Amicable  and Pioneer Life
at their  respective  dates,  and  except  as  disclosed  or  reflected  in such
financial  statements,  as at the Swiss Re Consent Effective Date,  neither such
Person  had  any  Liability,  contingent  or  otherwise,  or any  unrealized  or
anticipated  loss,  that,  singly or in the  aggregate,  has had or might have a
Material Adverse Effect on such Person.

     (e) Each of the foregoing  representations  and warranties shall constitute
representations  and warranties  subject to Section 9(d) of the Credit Agreement
and shall be made at and as of the Swiss Re Consent  Effective  Date and, in the
case of the representations and warranties made pursuant to Section 5(c), at and
as of the time of each Transaction.

     6. Events of Default.  Each of the following shall, for all purposes of the
Credit Agreement and the Security Agreement,  constitute an Event of Default (in
addition  to any Event of Default  set forth in such  agreement),  whatever  the
reason  for such event and  whether it shall be  voluntary  or  involuntary,  or
within or without the control of the Company,  any  Subsidiary or any other Loan
Party,  or be effected by  operation of law or pursuant to any judgment or order
of  any  court  or  any  order,  rule  or  regulation  of  any  governmental  or
nongovernmental body:

     (a) any  representation  and warranty  made under Section 5 hereof shall at
any time prove to have been  incorrect or misleading in any material  respect at
any time when such representation and warranty was made;

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<PAGE>


     (b) any Property that is (i) the subject of a Specified  Transaction,  (ii)
Collateral  under a Security  Agreement  under which the Person  receiving  such
Property  is the  Pledgor,  and  (iii)  of a type  with  respect  to  which  the
applicable  Security  Interests may be perfected by  possession,  shall not have
been delivered to the  applicable  Secured Party within two Business Days of its
receipt,  endorsed in blank if such Property is an instrument, or accompanied by
appropriate  blank stock or bond  powers,  if such  Property  is a  certificated
security,  in each case after the completion of the Specified Transaction to the
extent the same is not sold pursuant to the Swiss Re Contract.

     7.  Condition to  Effectiveness.  This Consent shall be effective as of the
date first written above,  but shall not become  effective as of such date until
the time as:

     (a) this  Consent has been  executed  and  delivered  by the  Company,  the
Majority Banks and the Administrative Agent; and

     (b) the Waco Consent shall have been executed and delivered by the Company,
the Majority Banks and the Administrative Agent.

     8.  Governing  Law.  This Consent  shall be governed  by, and  construed in
accordance with, the law of the State of New York.

     9.   Counterparts.   This   Consent  may  be  executed  in  any  number  of
counterparts,  all of which taken  together  shall  constitute  one and the same
instrument and any of the parties hereto may execute this Consent by signing any
such counterpart.


                [REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK]

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<PAGE>



     IN WITNESS WHEREOF, the parties hereto have caused this Swiss Re Consent to
be duly executed as of the day and year first above written.

                                      PENNCORP FINANCIAL GROUP, INC.



                                      By: /s/Scott D. Silverman
                                          -------------------------------------
                                          Name:   Scott D. Silverman
                                          Title:  EVP


                                      THE BANK OF NEW YORK, as  Administrative
                                      Agent,  Collateral Agent and as a Bank

                                      By: /s/Peter W. Helt
                                          -------------------------------------
                                          Name:   Peter W. Helt
                                          Title:  Vice President


                                      THE CHASE MANHATTAN BANK, as a Managing
                                      Agent and as a Bank

                                      By: /s/Glenn R. Meyer
                                          -------------------------------------
                                          Name:   Glenn R. Meyer
                                          Title:  M.D.


                                      BANK OF AMERICA, N.A., formerly known as
                                      Nations Bank, N.A., as a Managing
                                      Agent and as a Bank

                                      By: /s/William E. Livingstone IV
                                          -------------------------------------
                                          Name:   William E. Livingstone IV
                                          Title:  Managing Director


                                      FLEET NATIONAL BANK, as a
                                      Co-Agent  and as a Bank

                                      By: /s/Donald R. Nicholson
                                          -------------------------------------
                                          Name:   Donald R. Nicholson
                                          Title:  SVP


                                      MELLON BANK, N.A., as a Co-Agent
                                      and as a Bank


                                      By: /s/Gary A. Saul
                                          -------------------------------------
                                          Name:   Gary A. Saul
                                          Title:  First Vice President


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<PAGE>
                                       BANK OF MONTREAL, as a Co-Agent
                                       and as a Bank


                                       By: /s/Thomas E. McGraw
                                          -------------------------------------
                                          Name:   Thomas E. McGraw
                                          Title:  Director



                                      CIBC INC., as a Co-Agent and as a Bank


                                      By: /s/Gerald Girardi
                                          -------------------------------------
                                          Name:   Gerald Girardi
                                          Title:  Executive Director
                                                  CIBC World Markets Corp,
                                                  as Agent

                                      DRESDNER BANK AG, NEW YORK AND
                                      GRAND CAYMAN BRANCHES, as a Co-Agent
                                      and as a Bank


                                      By: /s/Anthony C. Valencourt
                                          -------------------------------------
                                          Name:   Anthony C. Valencourt
                                          Title:  Assistant Vice President

                                      By: /s/George T. Ferguson, IV
                                          -------------------------------------
                                          Name:   George T. Ferguson, IV
                                          Title:  Assistant Vice President


                                      FIRST UNION NATIONAL BANK


                                      By: /s/Thomas L. Stitchberry
                                          -------------------------------------
                                          Name:   Thomas L. Stitchberry
                                          Title:  Senior Vice President


                                      BEAR STEARNS & CO., INC.



                                      By: /s/Gregory A. Hanley
                                          -------------------------------------
                                          Name:   Gregory A. Hanley
                                          Title:  Senior Managing Director


                                      DK ACQUISITION PARTNERS, L.P.
                                      By: M.H. Davidson & Co.,
                                          its General Director


                                      By: /s/Michael J. Leffell
                                          -------------------------------------
                                          Name:   Michael J. Leffell
                                          Title:  General Partner


                                      ING (U.S.) CAPITAL CORPORATION


                                       By: /s/Mary Forstner
                                          -------------------------------------
                                          Name:   Mary Forstner
                                          Title:  Senior Associate



                                       7
<PAGE>

                                                                     Schedule 1



                                  TRANSACTIONS

1)   The  transfer  by  Pioneer   Life  of  the  shares  of  Security   Life  to
     American-Amicable as a dividend and a repayment on its Surplus Note.

2)   The  transfer  by  Security  Life of its  note  from  American-Amicable  to
     American-Amicable.

3)   The  transfer by  American-Amicable  of the shares of Security  Life to the
     Company as a dividend.

4)   The  transfer  by Security  Life of the  preferred  shares of  Southwestern
     Financial to the Company.

5)   The transfer by the Company of the shares of Security  Life to Pacific Life
     in return  for a Surplus  Note of  approximately  $35,000,000  (the  "PLAIC
     Note")  and a  capital  contribution  by the  Company  to  Pacific  Life of
     approximately $56,000,000.

6)   The transfer by the Company of the PLAIC Note to Southwestern Financial.

7)   The dividend by  Southwestern  Life of its note from  American-Amicable  to
     Pacific   Life   for   an   approximate    value   of   $15,300,000    (the
     "American-Amicable Note").

8)   The transfer by Pacific Life of the American-Amicable  Note to Southwestern
     Financial as partial repayment of its Surplus Note.

9)   The transfer by Southwestern Financial of the American-Amicable Note to the
     Company as a dividend.

10)  The  cancellation  by the  Company of the  American-Amicable  Note (and all
     other notes made by American-Amicable and held by the Company) as a capital
     contribution by the Company to American-Amicable.

11)  The repayment by Pacific Life of its Surplus Note to Southwestern Financial
     by  transferring  the Common  Stock of  Southwestern  Life to  Southwestern
     Financial.

12)  The dividend by Southwestern  Financial of the common stock of Southwestern
     Life to the Company.

13)  The transfer by Pacific  Life of the shares of Security  Life as a dividend
     to the Company.


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