EXECUTION COPY




                                      OTHER

                                     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.  (a) 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:

     "Other  Consent  Effective  Date"  means  the date on which  the  condition
specified in Section 5 hereof shall have been fulfilled.

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

     "Transaction" means a transaction listed on Schedule 1.

     "Transfer" means a transfer, as a repayment of Indebtedness,  a dividend, a
capital contribution, or a merger, of Property under a Transaction.  "Transfer",
when used as a verb, has a correlative meaning.

     3. Consent.  (a) Upon the Other 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.

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     (b) The consent under Section  3(a)(i) is limited to Sections  8.04,  8.06,
8.15,  8.17,  8.19(b)  (but only in the case of the last  Transaction  listed on
Schedule 1), 8.21(b),  8.23 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 to such  Transfer,  and the release under Section  3(a)(ii) is
limited to the Properties that are the subjects of the Transactions.

     4. 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  organizational  chart attached  hereto as Schedule 2 is a true and
correct  representation of the corporate  structure of Pacific Life and Accident
Insurance  Company and  Marketing One  Financial  Corporation  as of January 30,
2000.

     (c) 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 Other Consent Effective Date.

     5.  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 this  Consent has been  executed and  delivered by the Company,  the
Majority Banks and the Administrative Agent.

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

     7.   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.


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        IN WITNESS WHEREOF, the parties hereto have caused this Other 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. Livingston IV
                                          -------------------------------------
                                          Name:   William E. Livingston IV
                                          Title:  Managing Director

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<PAGE>


                                      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


                                       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:  Senior Vice President

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

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                                      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 Partner

                                      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



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                                                                     Schedule 1


                                  TRANSACTIONS

          1.   Dissolution of Quail Creek Recreation, Inc.

          2.   Dissolution of the Subsidiaries of Marketing One, Inc.

               a.     Marketing One of Alabama, Inc.
               b.     Marketing One Investment Services Corporation
               c.     Marketing One Securities, Inc.
               d.     Premier One, Inc.
               e.     Tax Savers Agency, Inc.

          3.   Creation  and  incorporation  of ROP  Financial  Group,  Inc.  by
               Southwestern Life Insurance Company;

          4.   Merger of ROP Financial Group, Inc., a subsidiary of Southwestern
               Life Insurance Company, with and into Portsmouth Financial Group,
               Inc.

          5.   At the option of the Company, either:

               (a)  the  sale by  Southwestern  Life  Insurance  Company  of ROP
                    Financial Group, Inc.; or

               (b)  dividend  by  Southwestern  Life  Insurance  Company  of ROP
                    Financial Group, Inc., to the Company.

          6.   The Amendment by Pacific Life and Accident  Insurance  Company of
               its bylaws to change its name  therein  from "RDI Life  Insurance
               Company"  to  "Pacific  Life and  Accident  Insurance  Company to
               accurately reflect its legal name.

          7.   Withdrawal of cash from the Collateral Account for the payment of
               interest  owing on the  Executive  Director  Escrow  Amount in an
               amount not greater than $25,000.




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