PACIFIC LIFE AND ACCIDENT INSURANCE COMPANY

                             SURPLUS DEBENTURE NO. 8

$ 35,000,000.00                                                 January 31,2000

FOR VALUE RECEIVED,  Pacific Life and Accident  Insurance  Company, a Texas life
insurance   corporation   ("Pacific"),   subject  to  the   terms,   conditions,
restrictions,  and limitations contained herein, promises to pay to the order of
PennCorp Financial Group, Inc., a Delaware Corporation  ("PennCorp"),  or to any
subsequent  holder  hereof (the  "Holder"),  the  principal  sum of  Thirty-Five
Million  Dollars  ($35,000,000.00)  together with interest on the unpaid balance
thereof at a rate (the "Rate") equal to the greater of (i) ten percent (10%) per
annum,  or (ii) two hundred (200) basis points above the rate of the outstanding
senior debt (if any) of PennCorp  Financial Group, Inc,. Each change in the rate
of the  outstanding  senior debt of PennCorp  Financial  Group,  Inc. that would
cause a corresponding  change in the calculation of the Rate, shall be effective
as of the time and date of such change, without any notice to Pacific or further
action by the Holder.

Interest on this  Surplus  Debenture  will be payable each quarter on the day in
which Pacific's financial  statements are finalized for the prior quarter (each,
a "Payment  Date") and  continuing  until the  principal  amount of this Surplus
Debenture is paid full.  Both  principal and interest on this Surplus  Debenture
will be due and payable in the following manner at the offices of Holder:

1.   On or before each  Payment  Date,  Pacific  will  calculate  the Surplus of
     Pacific (as  hereinafter  defined) as of the most recent date  practicable,
     but in no event  prior  to the end of the  immediately  preceding  calendar
     quarter  (each such date being  hereinafter  referred to as a  "Calculation
     Date").

2.   On each Payment Date, Pacific will pay the Holder the amount of accrued but
     unpaid interest on the unpaid principal  balance of this Surplus  Debenture
     to the  extent  the  Surplus  of  Pacific  exceeds  $1.2  million as of the
     Calculation Date immediately prior to such Interest Payment Date.

3.   If, as of any Calculation Date, the Surplus of Pacific does not exceed $1.2
     million by an amount  sufficient to pay all accrued but unpaid  interest on
     this Surplus Debenture, the remaining accrued but unpaid interest (together
     with  interest  thereon at the Rate)  shall be payable on the next  Payment
     Date to the extent the Surplus of Pacific  exceeds  $1.2  million as of the
     Calculation Date immediately prior to such next Payment Date.

4.   Pacific will pay principal  payments to the Holder on a quarterly  basis on
     the Payment Date in  accordance  with the principal  amortization  schedule

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     attached  hereto as Exhibit A, to the extent the Surplus of Pacific exceeds
     $1.2 million as of the most recent Calculation Date.

5.   If on a Payment  Date,  the Surplus of Pacific does not exceed $1.2 million
     by an  amount  sufficient  to pay the  Holder  the  principal  amount  due,
     together  with all accrued but unpaid  interest on this Surplus  Debenture,
     the remaining  unpaid  portion of such  principal  amount and such interest
     shall  be  payable  thereafter  at such  time  or from  time to time as the
     Surplus of Pacific exceeds $1.2 million.

6.   For purposes of this Surplus Debenture, the term "Surplus of Pacific" shall
     mean the remainder  obtained  after  subtracting  the carrying value of the
     insurance subsidiaries of Pacific from the sum of:

     (a)  "common capital stock" of Pacific;

     (b)  "gross paid-in and contributed surplus" of Pacific;

     (c)  "unassigned surplus" of Pacific;

     (d)  "special surplus" of Pacific;

     (e)  any amounts  required  to be carried as  liabilities  with  respect to
          outstanding surplus debentures issued by Pacific; and

     (f)  surplus  evidenced  by  surplus  debentures  of  Pacific  which is not
          included in clauses a-e of this paragraph 6.

     The items listed in clauses a-f of this  paragraph 6 will be  calculated in
     accordance with the accounting practices required or permitted by the Texas
     Department of Insurance  ("Texas  Department")  for inclusion in the Annual
     Statement of Pacific filed with the Texas  Department as of December 31, of
     each year.

7.   The obligation of Pacific to pay this Surplus  Debenture will not otherwise
     be or  constitute  a  liability  of Pacific or a claim  against  any of its
     assets except in the event of the  liquidation of Pacific,  and in no event
     will this Surplus  Debenture be considered or treated as a current or fixed
     liability or obligation of Pacific under the Texas  insurance  laws and the
     regulations  thereunder except to the extent that a payment of principal or
     interest  becomes  due and  payable  hereunder  or to the extent  otherwise
     required by Texas law.

8.   In event of the liquidation of Pacific,  this Surplus Debenture will become
     immediately  due and payable and will be superior to and in  preference  of
     the rights and claims of the  shareholders of Pacific;  provided,  however,

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     that to the extent required by applicable law, all obligations,  rights and
     claims   hereunder  are  expressly   subordinated  to  the  claims  of  (a)
     policyholders,  insureds,  and beneficiaries  under insurance  contracts or
     policies issued by Pacific and (b) any supervisor,  conservator or receiver
     of Pacific  appointed  by the  Commissioner  of  Insurance  of the State of
     Texas.

9.   All payments made  hereunder  will be credited  first to accrued but unpaid
     interest,  if any,  and the balance of such payment will be credited to the
     principal amount hereof.

10.  As a  condition  to the  consolidation  or merger of Pacific  into  another
     corporation or the sale of all or substantially  all of Pacific's assets to
     any other  corporation,  the corporation into which Pacific is consolidated
     or  merged  or to  which  the  assets  of  Pacific  are  transferred  shall
     unconditionally assume the liability of Pacific hereunder.

11.  By acceptance and as a part of the  consideration  for the issuance hereof,
     the  Holder  expressly  acknowledges  that  it has  been  informed  and has
     knowledge  that this Surplus  Debenture has not been  registered  under the
     Securities Act of 1933, as amended, or the securities laws of any state and
     that Pacific has issued this Surplus Debenture for investment  purposes and
     not with a view toward a public  distribution  hereof and that this Surplus
     Debenture  may not be sold or  otherwise  transferred  in the absence of an
     effective  registration  statement with respect hereto or an exemption from
     registration  under the  Securities  Act of 1933, as amended,  or any other
     applicable securities laws.

12.  If this  Surplus  Debenture  is  collected  through  judicial  proceedings,
     Pacific agrees, subject to conditions and restrictions contained herein, to
     pay all reasonable legal fees and  disbursements  incurred by the Holder in
     connection with such collection.

13.  This  Surplus  Debenture  may be prepaid in whole or in part at any time or
     from time to time without premium or penalty to the extent that the Surplus
     of Pacific exceeds $1.2 million on the most recent  Calculation Date before
     the date of any proposed prepayment.

14.  This Surplus Debenture will be governed by and construed in accordance with
     the laws of the State of Texas.

15.  It being the  intention  of the parties  hereto to conform  strictly to the
     applicable usury laws of the State of Texas, all agreements between Pacific
     and  PennCorp and any other  Holder  whether now or  hereafter  arising and
     whether  written or oral, are here  expressly  limited so that in no event,
     whether  by reason of  acceleration  of the  maturity  of any  amount

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     owed hereunder or otherwise,  shall the amount paid or agreed to be paid to
     PennCorp or any other Holder for the use, forbearance or retention of money
     hereunder  or  otherwise  exceed  the  maximum  amount   permissible  under
     applicable  law  (the  "Maximum  Lawful  Amount").  If  fulfillment  of any
     provision  hereof,  at the time performance of such provision shall be due,
     shall cause the amount of interest  applicable to this Surplus Debenture to
     exceed the Maximum Lawful Amount,  then,  ipso facto,  the obligation to be
     fulfilled  shall be reduced to the extent  necessary to cause the amount of
     interest  applicable  to this Surplus  Debenture  not to exceed the Maximum
     Lawful  Amount;  and if the  Holder of this  Surplus  Debenture  shall ever
     receive  anything of value deemed interest under  applicable law that would
     cause the  interest  applicable  to this  Surplus  Debenture  to exceed the
     Maximum  Lawful Rate,  an amount  equal to the portion of such  interest in
     excess of the Maximum  Lawful Rate shall be applied to the reduction of the
     principal amount owing hereunder and not to the payment of interest,  or if
     such excessive  interest exceeds the unpaid  principal amount hereof,  such
     excess shall be promptly refunded to Pacific by the Holder hereof. All sums
     paid or agreed to be paid to the Holder of this Surplus  Debenture  for the
     use,  forbearance or retention of the indebtedness of Pacific shall, to the
     extent permitted by applicable law, be amortized,  prorated,  allocated and
     spread throughout the full term of such indebtedness  until payment in full
     so that interest on account of such indebtedness is uniform  throughout the
     full  term  thereof.   The  provisions  of  this  paragraph  shall  control
     agreements between Pacific and the holder of this Surplus Debenture.

16.  PennCorp may assign its rights  hereunder  to any person or entity  without
     the consent of Pacific. This Surplus Debenture will inure to the benefit of
     Pacific and its successors and assignees.  Notwithstanding  the above, this
     Surplus  Debenture  is  registered  as to both  principal  and  any  stated
     interest with Pacific and transfer of the Surplus Debenture may be effected
     either by surrender of the old  instrument and the reissuance by Pacific of
     a new instrument to the new Holder or the written acknowledgment by Pacific
     of the transfer of the Surplus  Debenture to the new Holder. No transfer of
     any ownership  interest in this Surplus Debenture shall be made unless such
     transfer is permitted  under Texas  insurance  law and Pacific and PennCorp
     shall comply with all regulatory and legal  limitations and requirements in
     connection with any transfer of this Surplus Debenture.

17.  The occurrence of any one or more of the following  events shall constitute
     an Event of Default (herein so called) hereunder:

     (a)  The Company shall fail to make any payment of interest on this Surplus
          Debenture  when due and payable or declared due and payable,  and such
          failure shall have  remained  unremedied  for a period of 5 days.


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     (b)  The  Company  shall  fail to make any  payment  of  principal  of this
          Surplus Debenture when due and payable or declared due and payable.

     (c)  The  Company  shall (i) be the  subject of a petition  seeking  relief
          under  any  state  liquidation,   rehabilitation,   conservation,   or
          supervision  law or  other  similar  state  or  federal  laws,  or any
          delinquency  proceeding or to the appointment of or taking  possession
          by a custodian,  receiver,  liquidator,  assignee,  trustee or similar
          official  of  any  substantial  part  of  its  properties,  (ii)  fail
          generally  to pay is debts as such debts become due, or (iii) take any
          corporate action in furtherance of any action.

     If, at any time, any Event of Default has occurred and is  continuing,  the
     Holder hereof may,  without  further action,  declare the entire  principal
     amount  under  this  Surplus  Debenture  to be due and  payable,  and  such
     principal  amount,  together with all accrued but unpaid  interest  hereon,
     shall be paid to the Holder hereof by the Company to the extent the Surplus
     of the Company exceeds $1.2 million on the date of such  declaration by the
     Holder hereof or at any time thereafter.

18.  To the  extent  required  by Texas  law,  Pacific  will  notify  the  Texas
     Department  of the payment of  principal  and  interest  under this Surplus
     Debenture.  Pacific will take all actions reasonably  necessary to maintain
     the enforceability of this Surplus Debenture.


IN  WITNESS  WHEREOF,  Pacific  has caused  this  Surplus  Debenture  to be duly
executed as of January 31, 2000.

                  PACIFIC LIFE AND ACCIDENT INSURANCE COMPANY

                  By:     /s/Joan E. Olson

                  Name:   Joan E. Olson

                  Title:  Assistant Vice President










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