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                                                                   EXHIBIT 10.46

                     RENEWAL/RETENTION COMMISSION AGREEMENT

         THIS RENEWAL/RETENTION COMMISSION AGREEMENT dated as of November 4,
1997, is by and among American Eagle Group, Inc. ("AEG"), a Delaware
corporation, American Eagle Insurance Company ("AMERICAN EAGLE"), a Texas
corporation, and Great American Insurance Company (together with its
affiliates, successors, and assigns "GREAT AMERICAN"), an Ohio corporation.

                             PRELIMINARY STATEMENT

         American Eagle and Great American are parties to that certain Purchase
Agreement between Great American Insurance Company and American Eagle Insurance
Company dated July 31, 1997 (the "PURCHASE AGREEMENT"). Pursuant to Section 4.2
of the Purchase Agreement, Great American agreed to pay to American Eagle
commissions based on renewals or reissuances of certain insurance policies. AEG
has agreed to assume Great American's obligation to pay such commissions to
American Eagle.

         Accordingly, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto, intending to
be legally bound, hereby agree as follows:

                             STATEMENT OF AGREEMENT

                                   ARTICLE 1

                   ASSUMPTION OF OBLIGATION TO PAY COMMISSION

         Section 1.1      Assumption of Obligations; Release of Great American.
Subject to the terms and conditions of this Agreement, AEG hereby assumes Great
American's obligations under Section 4.2 of the Purchase Agreement to pay
certain renewal/retention commissions (as more fully described in Section 1.2
below) to American Eagle. The parties hereto acknowledge that Great American is
hereby released and discharged from its obligations under Section 4.2 of the
Purchase Agreement to pay such renewal/retention commissions to American Eagle.

         Section 1.2      Commission. Subject to the terms and conditions of
this Agreement, AEG hereby agrees to pay to American Eagle the following
commissions:

         (a)     A commission equal to four percent of the Renewal Premiums (as
hereinafter defined) received by Great American during the first year which
commenced on April 1, 1997, on all Reinsured Business (as hereinafter defined)
transferred to Great American;
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         (b)     A commission equal to two percent of the Renewal Premiums
received by Great American during the second year which commences on April 1,
1998, on all Reinsured Business transferred to Great American; and

         (c)     A commission equal to one percent of the Renewal Premiums
received by Great American during the third year which commences on April 1,
1999, on all Reinsured Business transferred to Great American.

For purposes of this Agreement, "REINSURED BUSINESS" shall mean (i) all
aviation business of American Eagle in force as of March 31, 1997, and (ii) all
aviation business written or renewed by American Eagle from March 31, 1997,
until the date on which Great American became qualified to issue directly its
own policies. For purposes of this Agreement, "RENEWAL PREMIUMS" shall mean all
direct written premiums on policies renewing, or being reissued with respect
to, Reinsured Business on or after April 1, 1997, less the sum of any returned
premiums or cancellations.

                                   ARTICLE 2

                             PAYMENT OF COMMISSION

         Section 2.1      Commission Calculation. Amounts payable by AEG
hereunder shall be computed by AEG each March 31, June 30, September 30, and
December 31, during the period beginning April 1, 1997 and ending March 31,
2000. As soon as practicable after the end of each such quarter, Great American
will provide AEG with all information necessary for AEG to prepare a written
calculation (each a "QUARTERLY COMMISSION CALCULATION") of the amount owed by
AEG for the immediately preceding quarter (each a "QUARTERLY COMMISSION
PAYMENT"). AEG shall have until the later of (i) 10 days after the date Great
American has provided all information necessary for AEG to make the Quarterly
Commission Calculation and (ii) 30 days after the end of each such quarter, to
complete the Quarterly Commission Calculation and make the Quarterly Commission
Payment to American Eagle (each such date of payment a "QUARTERLY COMMISSION
PAYMENT DATE"). Each Quarterly Commission Calculation shall show, by policy
number (i) the policies renewed or reissued with respect to Reinsured Business
in the applicable quarter, (ii) the amount of all premiums received by Great
American with respect to Reinsured Business during the applicable quarter, and
(iii) the amount of any returned premiums or cancellations with respect to
Reinsured Business during the applicable quarter.

         Section 2.2      Access to Information; Arbitration. AEG, American
Eagle, and their respective accountants, auditors, agents, employees and other
representatives shall have the right, from time to time, at their own expense,
to conduct such financial or other due diligence with respect to the
information provided by Great American under Section 2.1 hereof as AEG or
American Eagle may deem appropriate. Should any dispute arise among the parties
hereto with respect to this Agreement which cannot be resolved by the parties
to such dispute, the dispute shall be submitted to arbitration pursuant to the
Commercial Arbitration Rules of the

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American Arbitration Association. The decision resulting from any such
arbitration shall be binding upon the parties hereto.

         Section 2.3      Method of Payment by AEG; Escrow Deposit. Pursuant to
that certain Escrow Agreement dated as of March 25, 1997, among AEG, The
Insurance Corporation of New York, and Fleet Bank, AEG deposited $1,300,000 in
assets into an escrow account with Fleet Bank (the "FLEET ESCROW ACCOUNT"). AEG
hereby assigns to American Eagle all of its right, title and interest in the
Fleet Escrow Account. On the date hereof, AEG has deposited the amount of
$200,000 (the "ESCROW DEPOSIT") pursuant to that certain Escrow Agreement dated
the date hereof among AEG, American Eagle and U.S. Trust Company of Texas, N.A.
For purposes of determining amounts owed by AEG hereunder, the present value of
each Quarterly Commission Payment (each a "DISCOUNTED QUARTERLY COMMISSION
PAYMENT") shall be calculated as of July 31, 1997 at a rate equal to the rate
of interest earned during the quarter on the Fleet Escrow Account; provided
that upon disbursement to American Eagle of the $1,300,000 from the Fleet
Escrow Account, the rate used thereafter for calculations of the Discounted
Quarterly Commission Payment shall be equal to the market rate for U.S.
Treasury Bonds.

         Section 2.4      Disbursement of Escrow Deposit. If at any time upon
calculation of a Discounted Quarterly Commission Payment the sum of all
Discounted Quarterly Commission Payments exceeds the $1,300,000 transferred to
American Eagle, American Eagle shall have the right to withdraw from the Escrow
Deposit an amount equal to the difference between the sum of all Discounted
Quarterly Commission Payments and $1,300,000. Thereafter, on each subsequent
Quarterly Commission Payment Date, American Eagle shall have the right to
withdraw from the Escrow Deposit an amount equal to the Quarterly Commission
Payment for such quarter. Any amounts remaining in the Escrow Deposit after
satisfaction of AEG's obligations hereunder shall be promptly returned to AEG.
In the event that amounts owed by AEG hereunder exceed in the aggregate
$1,500,000, AEG shall be obligated to pay any such amounts when due pursuant to
the terms of this Agreement.

         Section 2.5      Return of Escrow Deposit. On or about April 1, 1998,
the parties hereto shall discuss in good faith whether AEG's interest in the
Fleet Escrow Account, transferred to American Eagle hereunder, is sufficient to
meet AEG's obligations under this Agreement. If the parties agree that such
transfer is sufficient to meet AEG's obligations, the parties shall instruct
the Escrow Agent to disburse the Escrow Deposit to AEG. The parties hereto
agree that, notwithstanding any provision in this Agreement to the contrary, in
no event shall American Eagle be required to return to AEG any portion of AEG's
interest in the Fleet Escrow Account transferred to American Eagle on the date
hereof.

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                                   ARTICLE 3

                                 MISCELLANEOUS

         Section 3.1      Notices. Any and all notices permitted or required to
be given under the terms of this Agreement shall be in writing and may be
served by mail, postage prepaid, and addressed to the party to be notified at
the appropriate addressed specified below, or by delivering the same in person
to such party, or by telecopy, prepaid telegram or cablegram, addressed to the
party to be notified at said address. The mailing addresses of the parties are
as follows:

Party                                              Address

If to AEG:                                 American Eagle Group, Inc
                                           12801 N. Central Expressway
                                           Suite 800
                                           Dallas, Texas 75243
                                           Attn: M. Philip Guthrie
                                           Telecopy: 972-448-1401

If to American Eagle:                      American Eagle Insurance Company
                                           12801 N. Central Expressway
                                           Suite 800
                                           Dallas, Texas 75243
                                           Attention: Neal Rockhold, Conservator
                                           Telecopy: 972-448-1401

If to Great American:                      Great American Insurance Company
                                           580 Walnut Street
                                           Cincinnati, Ohio 45202
                                           Attention: Gary J. Gruber
                                           Telecopy: 513-579-0108

The above addresses may be changed by any party by notice given in the manner
provided in this Section 3.1.

         Section 3.2      Entire Agreement. This Agreement and the Escrow
Agreement constitute the entire understanding among the parties as to the
subject matter hereof and no waiver or modification of the terms hereof shall
be valid unless in writing signed by the parties hereto and only to the extent
therein set forth.

         Section 3.3      Effect of Agreement. This Agreement shall be binding
on, inure to the benefit of, and be enforceable by the parties hereto and their
respective heirs, successors and assigns.

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         Section 3.4      Section and Paragraph Headings. The section and
paragraph headings contained in this Agreement are for reference purposes only
and shall not affect in any way the meaning or interpretation of this
Agreement.

         Section 3.5      Governing Law. This Agreement shall be construed and
enforced in accordance with the laws of the State of Texas, without giving
effect to the conflict of law rules or choice of law rules thereof.

         Section 3.6      Counterparts. This Agreement may be executed in
multiple counterparts, each of which shall be deemed an original but all of
which together shall constitute one and the same instrument.

                            [SIGNATURE PAGE FOLLOWS]

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         IN WITNESS WHEREOF, the undersigned parties have caused this Agreement
to be executed as of the date first written above.

                                             AMERICAN EAGLE GROUP, INC.

                                             By:
                                                -------------------------------
                                             Name:
                                                  -----------------------------
                                             Title:
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                                             AMERICAN EAGLE INSURANCE COMPANY

                                             By:
                                                -------------------------------
                                             Name:
                                                  -----------------------------
                                             Title:
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                                             GREAT AMERICAN INSURANCE COMPANY

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