Exhibit 10.46
                             NORTH AMERICAN MORTGAGE
                           Annual Executive Bonus Plan


         This document sets forth the North American  Mortgage Annual  Executive
Bonus Plan (the "Plan"),  as authorized by the Board of Directors  (the "Board")
of North  American  Mortgage  (the  "Company"),  for the  payment  of  incentive
compensation to designated employees of the Company.

1.       Definitions

         As used in the Plan, the following terms have the following meanings:

         "Awards"  shall mean  amounts  earned and  payable to  Participants  as
         determined in accordance with the provisions of the Plan.

         "Budget" shall mean the Company's  annual  financial budget as approved
         by the Board.

         "Change of Control"  shall mean an event  affecting  the Company  which
         shall be deemed to have taken place upon (i) the acquisition by a third
         person,  including  a "group" as defined  in  Section  13(d)(3)  of the
         Exchange Act, of shares of the Company  having 15% or more of the total
         number of votes that may be cast for the  election of  Directors of the
         Company,   (ii)  shareholders'   approval  of  a  transaction  for  the
         acquisition  of the Company,  or  substantially  all of its assets,  by
         another entity or for a merger, reorganization,  consolidation or other
         business  combination  to which  the  Company  is a party or (iii)  the
         election  during  any period of 24 months or less of 50% or more of the
         Directors  of the  Company  where  such  Directors  were not in  office
         immediately prior to such period.

         "Code" shall mean the Internal Revenue Code of 1986, as amended.

         "Committee" shall mean the Compensation Committee of the Board.

         "Exchange  Act"  shall mean the  Securities  Exchange  Act of 1934,  as
         amended.

         "Net  Income  before   Taxes"  shall  mean  earnings  from   continuing
          operations before income taxes.

         "Outside  Directors"  shall have the meaning  ascribed to it in Section
         162(m) of the Code and the regulations proposed or adopted thereunder.

         "Participant"  shall mean any eligible  employee  for whom  performance
         objectives have been established for any given Valuation Period.

         "Strategic Goals" shall mean objectives of individual  Participants and
         the Company as determined by the Committee.


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         "Target  Pool" shall mean the bonus pool  established  by the Committee
         based on the Net Income  before  Taxes  contained in the Budget and the
         achievement of Strategic Goals.

         "Valuation  Period"  shall  mean  each  calendar  year of the  Company,
         commencing  with the  calendar  year ending  December 31, 1997 and each
         succeeding  calendar year. The last  Valuation  Period shall  terminate
         upon a Change in Control of the Company.

2.       Objectives

         The objectives of the Plan are to:

         o    Help attract, retain and motivate the senior executives required
              to manage the Company;

         o    Reward executives for successful execution of Strategic Goals that
              drive future value creation; and

         o    Promote the achievement of rigorous but realistic financial goals.

3.       Administration

         The Plan will be  administered  by the Committee.  The Committee  shall
         contain only Outside  Directors  provided that in the event the Company
         has less than two outside  Directors,  the Committee may be constituted
         of only one Outside Director. In its sole and absolute discretion,  the
         Committee  will have full authority to interpret the Plan, to establish
         and amend rules and regulations  relating to it, to determine the terms
         and provisions  for making awards and to make all other  determinations
         necessary or advisable for the administration of the Plan.

4.       Participation

         Participation  in the Plan in any  Valuation  Period will be limited to
         individuals  who on the last day of the  Valuation  Period  are (a) the
         Chief  Executive  Officer  of the  Company  (or  person  acting in such
         capacity),  (b) the Chief  Operating  Officer of the Company (or person
         acting in such  capacity),  (c) the  Executive  Vice  President,  Chief
         Financial  Officer  (or  person  acting  in  such  capacity),  (d)  the
         Executive Vice President,  Strategic Planning (or person acting in such
         capacity),  (e) the  Executive  Vice  President,  Servicing  (or person
         acting in such capacity), (f) Executive Vice President,  Production (or
         person  acting in such  capacity),  (g) the Executive  Vice  President,
         Technology/Human  Resources (or person acting in such capacity), or (h)
         the Executive  Vice  President,  Secondary  Marketing/Underwriting  (or
         person  acting  in such  capacity).  If an  additional  Executive  Vice
         President is employed during the Valuation Period, that person shall be
         a Participant in the Plan as determined by the Committee.


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5.       Incentive Awards

         Awards to  Participants  under the Plan are cash  awards  which will be
         paid if, and to the extent  that,  targets for Net Income  before Taxes
         and Strategic Goals are achieved for the Valuation  Period in question.
         The amount,  if any, of the awards actually paid shall be determined as
         follows:

         (a) Target Pool Amounts.  No later than 90 days after the  commencement
         of the Valuation Period for which the amount is awarded, the Committee,
         with the advice of the Chief  Executive  Officer,  shall  determine the
         Target Pool which  Participants  in the Plan may receive if the various
         targets for Net Income  before Taxes and  Strategic  Goals set for such
         awards are achieved.  The individual  awards shall be determined by the
         Committee, with the advice of the Chief Executive Officer, based on the
         Participant's experience and value to the Company and will be expressed
         as  a  percentage  of  the  average  base  salary  of  the   respective
         Participant  for the  Valuation  Period in  question.  All  awards  are
         subject to the  Committee's  discretion.  In no event shall the maximum
         amount payable to Participants  hereunder exceed 200% of the sum of the
         Participants' target awards.

         (b) Goals.  The  Committee  shall  establish the targets for Net Income
         before  Taxes  and  Strategic  Goals,  the  achievement  of which  will
         determine whether,  and the extent to which,  target award amounts will
         be  paid.  In  addition,   the  Committee  may  make  any   appropriate
         adjustments to targets for Net Income before Taxes and Strategic  Goals
         and the Target Pool  amounts each  Valuation  Period.  The  performance
         measure for Participants shall be based 75% on the Company's attainment
         of the target Net Income before Taxes, and 25% on the Company's and the
         individual Participant's attainment of the target Strategic Goals.

         (c) Award Payments.  The amount,  if any, of the Target Pool to be paid
         to a  Participant  shall depend on attainment of targets for Net Income
         before Taxes and Strategic Goals determined by comparing actual results
         for  the  Valuation  Period  in  question  with  the  applicable  goals
         established for that year. As to each performance  measure,  attainment
         of the percentage of the goal set forth in the first column below shall
         result in payment  of the  percentage  set forth in the  second  column
         below of the target award:

         NET INCOME BEFORE TAXES

                  Actual Results                        Portion of Target Award
                  --------------                        -----------------------

                   less than 70% of target                         0%
                   70% of target                                   70% x .55
                   80% of target                                   80% x .70
                   90% of target                                   90% x .85

                  100% of target                                  100%
                  120% of target                                  120%



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          STRATEGIC GOALS

                 Actual Results                        Portion of Target Award
                 --------------                        -----------------------

                 80% of target                                   80%
                 100% of target                                  100%


         If the  percentage  of any  performance  goal  attained  is between the
         percentages set forth in the above first column, the related percentage
         in the second column which determines the award amount to be paid shall
         be scaled accordingly. If actual results are less than the minimum goal
         for the  performance  measure  for Net  Income  Before  Taxes set forth
         above, no cash payment shall be made.

6.       Time and Form of Payment

         Award payments to which Participants become entitled as provided herein
         will be paid in cash as soon as  practicable  after  the  close  of the
         Valuation Period in question but in no event will payment be made later
         than 60 days after the date of the opinion of the Company's independent
         auditors  certifying the Company's  financial results for the Valuation
         Period in question.

7.       Death, Disability, Retirement and Termination of Employment.

         (a) Unless  otherwise  determined by the  Committee,  in the event of a
         Participant's  termination of employment by reason of death, disability
         or  retirement  under a  Company  retirement  plan  during a  Valuation
         Period,  the  Participant  (or his or her  beneficiary)  shall receive,
         after  the end of the  Valuation  Period,  a  prorated  portion  of the
         performance  bonus to which the  Participant  would otherwise have been
         entitled hereunder.  Such prorated portion shall bear the same ratio to
         the total award  payment as the number of full months such  Participant
         was actually employed during the Valuation Period bears to twelve.

         (b) Unless  otherwise  determined by the Committee,  a Participant  who
         voluntarily  terminates  his  employment  prior to the end of Valuation
         Period or a Participant whose employment is terminated for cause at any
         time prior to payment of any award hereunder shall forfeit any right to
         receive any then unpaid award payment.

8.       Miscellaneous

         (a)      Amendment and  Termination of the Plan. The Committee with the
                  approval of the Board may amend, modify or terminate this Plan
                  at any  time  and  from  time  to  time.  Notwithstanding  the
                  foregoing,  no such  amendment,  modification  or  termination
                  shall affect payment of a bonus for a Valuation Period already
                  ended.

         (b)      No Assignment. Except as otherwise required by applicable law,
                  no  interest,   benefit,   payment,  claim  or  right  of  any
                  Participant under the Plan shall be subject

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                  in any manner to any claims of any creditor of any Participant
                  or  beneficiary,  nor to  alienation  by  anticipation,  sale,
                  transfer,  assignment,  bankruptcy, pledge, attachment, charge
                  or  encumbrance  of any kind, and any attempt to take any such
                  action shall be null and void.

         (c)      No Rights to  Employment or Awards.  Nothing  contained in the
                  Plan shall give any  person  the right to be  retained  in the
                  employment  of  the  Company  or  any  of  its  affiliates  or
                  associated  corporations  or  affect  the  right  of any  such
                  employer to dismiss any employee, nor shall anything contained
                  herein  give any  employee  any  claim or right to be  granted
                  under the Plan.

         (d)      Withholding.  The Company  shall have the right to deduct from
                  all  awards  paid under the Plan any  federal,  state or local
                  taxes or other  amounts  required by law to be  withheld  with
                  respect to such payments.

         (e)      Plan Unfunded. The entire cost of this Plan shall be paid from
                  the general assets of the Company. The rights of any person to
                  receive  benefits  under  the Plan  shall  be only  those of a
                  general unsecured creditor, and neither the Company, the Board
                  nor the Committee shall be responsible for the adequacy of the
                  general  assets  of the  Company  to meet and  discharge  Plan
                  liabilities  nor shall the  Company be  required to reserve or
                  otherwise  set aside funds for the payment of its  obligations
                  hereunder.

         (f)     Corporate Transactions.  In determining Net Income before Taxes
                 and  Strategic  Goals,  the  operations of any  corporation  or
                 business acquired during the Valuation Period in question along
                 with any income or expense relating to such  acquisitions  will
                 be  excluded.  In the  case  of  any  corporation  or  business
                 divested  during the Valuation  Period in question,  Net Income
                 before  Taxes and  Strategic  Goals will be restated to exclude
                 the operations of the corporation or business  divested for the
                 entire fiscal year in question along with any income or expense
                 relating to divestiture.

         (g)     Change of  Control.  In the event of a Change of  Control,  the
                 current  Valuation Period shall  immediately  terminate and all
                 Awards for such pro rata Valuation  Period shall become payable
                 as of the  date of the  Change  of  Control,  in such  pro rata
                 amounts as are determined for each Participant by the Committee
                 prior to the Change of Control.  All amounts  determined by the
                 Committee prior to the Change of Control to be due with respect
                 to the current  Valuation  Period shall be paid out in one lump
                 sum on the  same  date as the  Company  or the  holders  of the
                 outstanding  stock of the Company receive payment in connection
                 with the Change of Control.  For  purposes of  determining  the
                 amount of the Awards payable in respect of the Valuation Period
                 ending  upon the Change of  Control,  the target for Net Income
                 before  Taxes  shall be  prorated  in the same  ratio  that the
                 number of months in the Valuation  Period completed by the date
                 of the Change of Control  bears to  twelve.  The  Participant's
                 individual  award  shall be based on the  extent  to which  the
                 Company has attained the prorated  target for Net Income before
                 Taxes in the

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                  Valuation  Period  completed  by the  date  of the  Change  of
                  Control.  In addition,  Participants shall immediately vest in
                  all then unpaid Awards with respect to prior Valuation Periods
                  and all unpaid  installments shall be paid out in one lump sum
                  on  the  same  date  as the  Company  or  the  holders  of the
                  outstanding stock of the Company receive payment in connection
                  with the Change of Control.

9.       Effective Date

         This Plan shall be effective as of June 21, 1997.

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