EXHIBIT 4.6

                                 FIRST AMENDMENT

     FIRST  AMENDMENT  (this  "AMENDMENT"),  dated as of August 8, 2000,  to the
Senior Credit  Agreement,  dated as of June 13, 2000 (as the same may be further
amended,  supplemented  or  otherwise  modified  from time to time,  the "Credit
Agreement"),  among  Southwestern  Life  Holdings,  Inc. (the  "Borrower"),  the
Lenders party thereto,  ING (U.S.) Capital,  LLC, as  Administrative  Agent (the
"Administrative Agent").

                                    RECITALS

     WHEREAS,  the  Borrower,  the  Lenders  and the  Administrative  Agent have
entered into the Credit Agreement and the Borrower and the Majority Lenders have
agreed to amend a  provision  of the  Credit  Agreement  as more fully set forth
below.

     THEREFORE,  in  consideration  of  the  foregoing  and  the  covenants  and
conditions hereinafter set forth, and for other good and valuable consideration,
the receipt and adequacy of which are hereby  acknowledged,  the  Borrower,  the
Administrative Agent and the Lenders signatory hereto, hereby agree as follows:

     1. Amendment to Credit Agreement.

     The  definition of  "Consolidated  Net Income" in Section 1.1 of the Credit
     Agreement is hereby amended in its entirety as follows:

     "'Consolidated  Net  Income'  shall mean the sum of the  pre-tax  statutory
     income of each Insurance  Subsidiary (other than Pacific Life) as set forth
     on Line 29 of the quarterly or annual, as applicable,  Statutory  Statement
     of such Insurance Subsidiary."

     2. Effectiveness.  This Amendment shall not be effective until such time as
the Borrower  and as many Lenders as may be necessary to comprise the  "Majority
Lenders"  have  indicated  their  consent by the  execution  and delivery of the
signature pages hereof to the Administrative Agent.

     3.  Representations  and  Warranties of the Borrower.  The Borrower  hereby
represents and warrants to the Administrative Agent and the Lenders that:

     (a) the  execution,  delivery and  performance  of this Amendment have been
duly  authorized  by all  necessary  action  on the  part of the  Borrower.  The
execution,  delivery and  performance  by the Borrower of this Amendment and the
consummation of the transactions  contemplated by this Amendment do not and will
not (a) violate any  provision  of any law or  governmental  rule or  regulation
applicable to the Borrower, the organizational documents of the Borrower, or any
order,  judgment or decree of any court or other agency of governmental  binding
on the Borrower, (b) conflict with, result in a

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breach of or  constitute  (with  due  notice or lapse of time or both) a default
under any  material  contract  of the  Borrower,  (c) result in or  require  the
creation or imposition  of any Lien upon any of the  properties or assets of the
Borrower  or  any of  its  Subsidiaries,  or (d)  require  the  approval  of the
shareholders  of the Borrower or any approval or consent of any Person under any
contract,  except for such  approvals  or consents  which will be obtained on or
before the date  hereof and  disclosed  in writing to the Lenders and except for
any such  approvals  or consents  the failure of which to obtain will not have a
Material Adverse Change;

     (b) this Amendment has been duly executed and delivered by the Borrower and
is the legally valid and binding obligation of the Borrower, enforceable against
the Borrower in accordance with its respective  terms,  except as may be limited
by bankruptcy, insolvency,  reorganization,  moratorium or similar laws relating
to or limiting  creditors' rights generally or by equitable  principles relating
to enforceability;

     (c) on or as of the date hereof, (i) before giving effect to this Amendment
and the transactions  contemplated hereunder, no Default or Event of Default has
occurred and is  continuing  (other than with respect to Section  8.10) and (ii)
after  giving  effect  to  this  Amendment  and  the  transactions  contemplated
hereunder, no Default or Event of Default has occurred and is continuing ; and

     (d) the  representations  and  warranties of the Borrower  contained in the
Credit Agreement and the Related Documents are true and correct on and as of the
date hereof as if made on and as of the date  hereof,  except to the extent such
representations and warranties expressly relate to a specific date.

     4. Status of Credit  Agreement  and  Documents.  This  Amendment is limited
solely for the  purposes  and to the extent  expressly  set forth  herein,  and,
except as expressly modified hereby, the terms, provisions and conditions of the
Credit  Agreement and Related  Documents and the Liens granted  thereunder shall
continue in full force and effect and are hereby  ratified and  confirmed in all
respects.

     5.  Counterparts.   This  Amendment  may  be  executed  in  any  number  of
counterparts all of which,  taken together,  shall constitute one Amendment.  In
making  proof of this  Amendment,  it shall only be  necessary  to  produce  the
counterpart executed and delivered by the party to be charged.

     6.  Definitions.  Unless otherwise  defined herein or the context otherwise
requires,  terms used in this Amendment have the meanings provided in the Credit
Agreement.

     7.  Governing  Law. THIS  AMENDMENT AND THE RIGHTS AND  OBLIGATIONS  OF THE
PARTIES  HEREUNDER  SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING  SECTION 5-1401 OF
THE  GENERAL  OBLIGATIONS  LAW OF THE  STATE OF NEW  YORK),  WITHOUT  REGARD  TO
CONFLICT OF LAWS PRINCIPLES THEREOF.

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     IN WITNESS WHEREOF,  the parties hereto have caused this First Amendment to
be duly  executed and  delivered by their  respective  officers  thereunto  duly
authorized as of the date first written above.

                               SOUTHWESTERN LIFE HOLDINGS, INC.

                               By:/s/David A. Commons
                                  -----------------------------
                               Name: David A. Commons
                               Title: Sr. Vice President and
                                       Chief Financial Officer

                               ING (U.S.)
                               CAPITAL LLC, as Administrative Agent and a Lender


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

                               DRESDNER BANK AG, NEW YORK AND
                                GRAND CAYMAN BRANCHES


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

                               By:/s/Lloyd C. Stevens
                                  -----------------------------
                               Name: Lloyd C. Stevens
                               Title: Vice President

                               FLEET NATIONAL BANK


                               By:/s/Holly A. O'Neill
                                  -----------------------------
                               Name: Holly A. O'Neill
                               Title: Vice President

                               CREDIT LYONNAIS NEW YORK BRANCH

                               By:
                                  -----------------------------
                               Name:___________________________
                               Title:__________________________

                               GENERAL ELECTRIC CAPITAL CORPORATION


                               By:/s/Woodrow Broaders, Jr.
                                  -----------------------------
                               Name: Woodrow Broaders, Jr.
                               Title: Authorized Signatory