AMENDMENT NO. 2
                                     and

                                    WAIVER

                          Dated as of April __, 2000

                                      to

                          CASH COLLATERAL AGREEMENT
                         Dated as of February 8, 2000

                                     and

                            FORBEARANCE AGREEMENT
                         Dated as of February 4, 2000



      PENNCORP  FINANCIAL GROUP,  INC., a Delaware  corporation (the "Company"),
the Pledgors (as defined  below),  certain of the lenders  signatory to the Cash
Collateral  Agreement  referred to below (the "Banks"),  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:

      1.    Cash Collateral Agreement.
            -------------------------

            (a) Reference is hereby made to the Cash Collateral Agreement, dated
as of  February  8,  2000,  among the  Company,  the  Banks,  the Agents and the
Administrative Agent, as amended by Amendment No. 1 dated February 10, 2000 (the
"Cash Collateral Agreement").

            (b) The Cash  Collateral  Agreement as further amended herein is and
shall  continue  to be in full force and  effect  and is hereby in all  respects
confirmed, approved and ratified.

      2.    Forbearance Agreement.
            ---------------------

            (a) Reference is also made to the Forbearance Agreement, dated as of
February 4, 2000, among the Pledgors,  the Banks signatory thereto,  the Agents,
the  Administrative  Agent,  and the  Collateral  Agent (in each case as defined
therein)(the "Forbearance Agreement").

            (b) The Forbearance Agreement as further amended herein is and shall
continue to be in full force and effect and is hereby in all respects confirmed,
approved and ratified.


<PAGE>




      3.    Definitions.
            -----------

            (a) All  terms  defined  in the  Cash  Collateral  Agreement  or the
Forbearance  Agreement  are  used in  this  Amendment  No.  2 and  Waiver  (this
"Amendment and Waiver") with the meanings therein ascribed to them.

            (b)   For purposes of this Amendment and Waiver:

                  "Amendment No. 2 and Waiver  Effective  Date" shall have the
meaning ascribed to that term in paragraph 8 of this Amendment and Waiver.

                  "Bankruptcy  Court  Order"  means an  order of the  Bankruptcy
Court  approving the execution,  delivery and performance by the Company of this
Amendment and Waiver.

                  "Reinsurance  Agreement" shall mean the reinsurance  agreement
between  Southwestern Life Insurance Company,  Security Life and Trust Insurance
Company and RGA Reinsurance  Company,  dated as of _________,  2000, in the form
attached  hereto as Exhibit A, as such form may be amended or modified from time
to time after the Amendment No. 2 and Waiver Effective Date; provided,  that any
such amendment or modification that is material and adverse to the Company shall
have been approved by the Majority Banks;  provided further,  that any amendment
or  modification  of Article VI,  Paragraph 6 shall be deemed to be material and
adverse to the Company and shall require approval by the Majority Banks.

      4.    Representations and Warranties.
            ------------------------------

            In order to induce the Banks to execute and deliver  this  Amendment
and Waiver, the Company hereby represents and warrants as follows:

            (a) (i) The  Company  has the  power,  and has taken  all  necessary
action (including any necessary stockholder action) to authorize it, to execute,
deliver and perform in accordance with their  respective  terms,  this Amendment
and  Waiver  and the Cash  Collateral  Agreement,  as  further  amended  by this
Amendment  and Waiver.  This  Amendment  and Waiver has been duly  executed  and
delivered  by  the  duly  authorized  officers  of the  Company,  and  the  Cash
Collateral  Agreement,  as further  amended by this Amendment and Waiver is, the
legal,  valid and binding  obligation of the Company  enforceable  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 their respective terms by the Company of this
Amendment and Waiver and the Cash  Collateral  Agreement,  as further amended by
this Amendment and Waiver do not and (absent any change in any Applicable Law or
applicable Contract) will not (A) require any Governmental Approval or any other
consent or approval,  including any consent or approval of the  stockholders  of
the Company or of any  Subsidiary,  to have been obtained,  or any  Governmental
Registration to have been made, other than the Bankruptcy Court Order,  which is
a Final Order and is in full force and effect,  or (B) 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 the
Company or any Subsidiary under (1) any Contract to which the  Company,  or  any

                                        2


<PAGE>





Subsidiary is a party or by which the Company, or any Subsidiary or any of their
respective  properties may be bound,  or (2) any Applicable Law. As used herein,
"Governmental Approval" shall mean any authority, consent, approval, license (or
the like) or exemption  (or the like) of any  governmental  unit;  "Governmental
Registration"  shall  mean any  registration  or filing (or the like)  with,  or
report or notice (or the like) to, any governmental unit.

            (ii) Each of the Pledgors has the power, and has taken all necessary
action (including any necessary stockholder action) to authorize it, to execute,
deliver and perform in accordance with their  respective  terms,  this Amendment
and Waiver and the Forbearance  Agreement,  as further amended by this Amendment
and Waiver.  This  Amendment  and Waiver has been duly executed and delivered by
the duly authorized officers of each Pledgor, and the Forbearance Agreement,  as
further  amended by this  Amendment and Waiver is, the legal,  valid and binding
obligation of such Pledgor  enforceable 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 their  respective  terms by each Pledgor of this  Amendment and
Waiver and the Forbearance  Agreement,  as further amended by this Amendment and
Waiver  do not and  (absent  any  change  in any  Applicable  Law or  applicable
Contract) will not (A) require any Governmental Approval or any other consent or
approval,  including any consent or approval of the stockholders of such Pledgor
or of any of its  Subsidiaries,  to  have  been  obtained,  or any  Governmental
Registration to have been made, other than the Bankruptcy Court Order,  which is
a Final Order and is in full force and effect,  or (B) 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 such
Pledgor or any Subsidiary  under (1) any Contract to which such Pledgor,  or any
Subsidiary  is a party or by which such  Pledgor,  or any  Subsidiary  or any of
their  respective  properties may be bound,  or (2) any Applicable  Law. As used
herein,  "Governmental  Approval" shall mean any authority,  consent,  approval,
license  (or the  like) or  exemption  (or the like) of any  governmental  unit;
"Governmental  Registration" shall mean any registration or filing (or the like)
with, or report or notice (or the like) to, any governmental unit.

             (b) (i) The copy of the Reinsurance  Agreement attached  hereto  as
Exhibit A is the current draft as of the  Amendment  No. 2 and Waiver  Effective
Date.

                  (ii) The copy of the Bankruptcy Court Order attached hereto as
Exhibit B is a true and correct copy of such order.

             (c) Each of the foregoing  representations  and warranties  shall
constitute  representations  and warranties  subject to Section 9(b) of the Cash
Collateral  Agreement  and  shall be made at and as of the  Amendment  No. 2 and
Waiver Effective Date.

      5.    Amendments to the Cash Collateral Agreement.
            -------------------------------------------

            (a) Effective upon the  satisfaction  of the condition  specified in
paragraph  8(a)  hereof,  the Cash  Collateral  Agreement  shall be  amended  as
follows:

                                        3


<PAGE>




                  (i) by amending  nunc pro tunc,  the  existing  definition  of
Company Operating Budget to read in its entirety as follows:

            "Company  Operating  Budget" shall mean the operating  budget of the
      Company as identified in Schedule 1.01(A) to this Agreement as approved by
      the Bankruptcy Court on February 28, 2000.

                  (ii) by adding,  in  alphabetical  order,  the following new
definition:

            ""Subscription Bank Account" shall mean the Bank Account established
      by the Company for,  and only for, the deposit of cash  received in escrow
      for the payment for shares  pursuant to the  subscription  agreement under
      the preferred shareholder's recapitalization plan."

                   (iii) by amending Section 8.16 to add the following  proviso
 at the end thereof:

      "provided   further  that  this  Section  8.16  shall  not  apply  to  the
Subscription Bank Account".

               (b) Upon and after the Amendment No. 2 and Waiver Effective Date,
the Cash Collateral Agreement is hereby further amended as follows:

                  (i) by amending Section 2.01(c) by deleting the proviso to the
first sentence, and substituting therefore, the following:

      "provided,  that no withdrawal in respect of Operating  Expenses  shall be
made  if,  after  giving  effect  thereto,  and to all  other  withdrawals  then
requested  to be made  from the  Collateral  Account,  the  remaining  aggregate
balance in the Collateral Account and the Custody Account  collectively would be
less than $3,500,000."

                  (ii) by amending Section 8.01 by adding thereto the following
new section (o):

            "(o) provide the Agent with any information  reasonably requested by
the Agent  concerning  the status of the plan of  reorganization  of the Company
dated April 5, 2000 or any other plan of reorganization for the Company or other
disposition of the Company's assets."

                  (iii) (A) by amending  Section 8.06(a) by adding at the end of
the first sentence the following proviso:

            "provided  that,  within two Business Days after any  dissolution or
      wind down permitted under this Section,  the Company shall comply with its
      obligations under Section 4.03 of the Company Security Agreement." and

                         (B)  by adding to Schedule 8.06(a) a new final sentence
reading as follows:

                                        4


<PAGE>



            "The   liquidation   or  dissolution   of   Southwestern   Financial
      Corporation,  AMH Holdings  Corporation,  or PennCorp Financial  Services,
      Inc.."

      6.    Certain Other Amendments.
            ------------------------

            (a) Upon and after the  Amendment No. 2 and Waiver  Effective  Date,
Section  10 of the  Forbearance  Agreement  shall be  amended  by  amending  the
existing definition of Termination Date to read as follows:

            "Termination  Date"  shall  mean  the  earlier  to  occur of (a) the
      dismissal  of the Chapter 11 Case,  (b) the  conversion  of the Chapter 11
      Case to a case under Chapter 7 of the  Bankruptcy  Code,  and (c) June 30,
      2000.

            (b) Effective upon the  satisfaction  of the condition  specified in
paragraph  8(a) hereof,  Section 3 of the Company  Security  Agreement is hereby
amended  by adding at the end of the  existing  proviso  thereof  the  following
proviso:

          ";  and  provided  further  that  Collateral  shall  not  include  the
Subscription Bank Account."

      7.    Waiver.
            ------

            Upon and after the Amendment No. 2 and Waiver  Effective  Date,  the
Majority  Banks hereby waive  application  of and the  Company's  obligation  to
comply with Section  8.15 of the Cash  Collateral  Agreement to the extent,  and
only to the extent, that any non-compliance results solely from the consummation
of the Reinsurance Agreement; provided that the waiver granted in this paragraph
7 shall  cease to be  effective,  and  Section  8.15  shall  thereupon  again be
effective, if the Terminal Accounting and Settlement contemplated by paragraph 6
of Article VI of the Reinsurance Agreement shall not be completed within the ten
calendar day period contemplated by that paragraph, should that paragraph become
applicable.

      8.    Conditions to Effectiveness: Amendment No. 2 and Waiver Effective
            -----------------------------------------------------------------
            Date.
            ----

            (a) This  Amendment and Waiver (i) shall be effective as of February
28, 2000 with respect to the amendment  described in paragraph  5(a)(i) and (ii)
shall be  effective  as of the date  first  written  above  with  respect to the
amendments in  paragraphs  5(a)(ii) and (iii) and 6(b),  but no such  amendments
shall become  effective as of such dates until such time as this  Amendment  and
Waiver has been  executed and delivered by the Company,  the Majority  Banks and
the Administrative Agent.

            (b) This Amendment and Waiver shall become  effective as of the date
first written above with respect to paragraph 5(b), paragraph 6(a) and paragraph
7, but shall not become effective as of such date until the time (such time, the
"Amendment No. 2 and Waiver Effective Date") as:

                                        5


<PAGE>




                  (i) this  Amendment and Waiver has been executed and delivered
by the Company, the Majority Banks and the Administrative Agent;

                  (ii) all amounts payable pursuant to Section 11.03 of the Cash
Collateral Agreement for which invoices have been delivered to the Company on or
prior to such date, have been paid in full;

                  (iii) the Banks,  after April 1, 2000,  shall have  received a
prepayment pursuant to Section 3.05(a) of the Cash Collateral Agreement from the
Company in the principal amount not less than $5,000,000  together with interest
accrued through the date of prepayment; and

                  (iv) the Bankruptcy Court Order shall have become a Final

Order.

            provided,  however  that if the above  conditions  are not met on or
before May [ ], 2000,  this  Amendment and Waiver will terminate with respect to
the amendments referred to in this paragraph 8(b) on such date.

      9.    Governing Law.
            -------------

            The rights and duties of the Company,  the Agent and the Banks under
this Amendment and Waiver shall,  pursuant to New York General  Obligations  Law
Section 5-1401, be governed by the law of the State of New York.

      10.   Counterparts.
            ------------

            This   Amendment   and  Waiver  may  be  signed  in  any  number  of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto were upon the same instrument.

      11.   Headings.
            --------

            Section  headings in this  Amendment and Waiver are included  herein
for  convenience  and  reference  only and shall not  constitute  a part of this
Amendment and Waiver for any other purpose.

                                        6


<PAGE>





         IN WITNESS  WHEREOF,  the parties hereto have caused this Amendment and
Waiver 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: Executive Vice President

                                       AMH HOLDINGS CORPORATION

                                       By: /S/ SCOTT D. SILVERMAN
                                           ----------------------------------
                                           Name: Scott D. Silverman
                                           Title: Executive Vice President

                                       SOUTHWESTERN FINANCIAL CORPORATION

                                       By: /S/ SCOTT D. SILVERMAN
                                           ----------------------------------
                                           Name: Scott D. Silverman
                                           Title: Senior Vice President

                                       SOUTHWESTERN FINANCIAL SERVICES
                                         CORPORATION

                                       By: /S/ SCOTT D. SILVERMAN
                                           ----------------------------------
                                           Name: Scott D. Silverman
                                           Title: Assistant Secretary

                                       KB MANAGEMENT L.L.C.


                                       By: /S/ SCOTT D. SILVERMAN
                                           ----------------------------------
                                           Name: Scott D. Silverman
                                           Title: Authorized Manager


<PAGE>



                                       KB INVESTMENT L.L.C.


                                       By: /S/ SCOTT D. SILVERMAN
                                           ----------------------------------
                                           Name: Scott D. Silverman
                                           Title:  Authorized Manager

                                       PENNCORP OCCIDENTAL CORP.


                                       By: /S/ SCOTT D. SILVERMAN
                                           ----------------------------------
                                           Name: Scott D. Silverman
                                           Title: President and Secretary

                                       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. LUWUPSTHE, IV
                                           ----------------------------------
                                           Name: William E. Luwupsthe, IV
                                           Title: Managing Director


<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

                                       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


<PAGE>


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

                                       By: /S/ GEORGE T. FERGUSON, IV
                                           ----------------------------------
                                           Name: George T. Ferguson, IV
                                           Title: Assistant Vice President

                                       By: /S/ STEPHEN A. KOVACH
                                           ----------------------------------
                                           Name: Stephen A. Kovach
                                           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. HARLEY
                                           ----------------------------------
                                           Name: Gregory A. Harley
                                           Title: Senior Managing Director

                                       DK ACQUISITION PARTNERS, L.P.


                                       By:
                                           ----------------------------------
                                           Name:
                                           Title:

                                       ING (U.S.) CAPITAL CORPORATION


                                       By: /S/ MARY FORSTNER
                                           ----------------------------------
                                           Name: Mary Forstner
                                           Title: Senior Associate