EXHIBIT 4.7

                                SECOND AMENDMENT

     SECOND  AMENDMENT  (this  "AMENDMENT"),  dated as of March 14, 2001, to the
Senior  Credit  Agreement,  dated  as of June  13,  2000  (as the  same has been
amended,  supplemented  or  otherwise  modified  prior to the date  hereof,  the
"Credit  Agreement"),  among Southwestern Life Holdings,  Inc. (the "Borrower"),
the Lenders party thereto, and 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 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  "Applicable  Margin" in Section 1.1 of the Credit
     Agreement is hereby amended in its entirety as follows:

               "Applicable  Margin"  shall  mean,  with  respect to any  pricing
          period,  the amount per annum set forth  opposite such pricing  period
          under  the  heading  "Margin"  in  the  table  set  forth  below.  The
          Applicable  Margin shall be determined  and adjusted  quarterly on the
          date (each, a "Calculation Date") five Business Days after the date by
          which the Company is required to provide an officer's  certificate  in
          accordance with the provisions of Section 7.2(b) for the most recently
          ended fiscal  quarter or fiscal year, as  applicable,  of the Company;
          provided that (i) for the first six months after the Closing Date, the
          Applicable Margin shall be at the rates set forth opposite the Level 1
          Pricing  Period and (ii) if the Company fails to provide the officer's
          certificate  to the Lenders as required by Section 7.2(b) for the last
          day of the most  recently  ended  fiscal  quarter or fiscal  year,  as
          applicable,  of the Company preceding the applicable Calculation Date,
          the  Applicable  Margin from such  Calculation  Date shall be based on
          Level 1 Pricing  Period  until such time as an  appropriate  officer's
          certificate  is  provided,   whereupon  the  pricing  level  shall  be
          determined  based upon the Consolidated  Statutory  Leverage Ratio set
          forth  in  such  officer's  certificate.

              Pricing  Period      Margin For Eurodollar    Margin for Base Rate
                                          Loans                     Loans

          Level 1 Pricing Period          3.875%                    2.875%
          Level 2 Pricing Period          3.500%                    2.500%
          Level 3 Pricing Period          3.250%                    2.250%
          Level 4 Pricing Period          2.750%                    1.750%


     2.   Effectiveness.  This Amendment  shall not be effective until such time
          as the Borrower and the 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 government  binding on the Borrower,
               (b) conflict with,  result in a 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 result in 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  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

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               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  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: Senior Vice President &
                                                    Chief Financial Officer


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

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


                                            GENERAL ELECTRIC CAPITAL CORPORATION

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


                                            FLEET NATIONAL BANK

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


                                            CREDIT LYONNAIS NEW YORK BRANCH

                                            By: /s/Sebastian Rocco
                                            Name:  Sebastian Rocco
                                            Title: Senior Vice President


                                            DRESDNER BANK AG, NEW YORK AND
                                              GRAND CAYMAN BRANCHES

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

                                            By: /s/Jonathan Wallin
                                            Name:  Jonathan Wallin
                                            Title: Vice President