The chairman of Source One Mortgage Services Corp., Robert W. Richards, announced Wednesday he was retiring early.

Replacing him will be Terry L. Baxter, president of Fund American Enterprises Holdings, the lender's parent company. The move means Mr. Baxter will take over operating responsibilities for Source One, one of Fund American's principal assets. The unit, the nation's 20th-largest servicer and No. 35 among originators, has had earnings problems in recent years.

Mr. Baxter will remain Fund American's president, but some of his responsibilities with the parent company will be distributed to others over the next six months. He said he will relocate immediately to Source One's headquarters in Farmington Hills, Mich.

In a telephone interview, Mr. Richards, 53, said he is leaving to attend to family matters. He added that his departure was unrelated to the fruitless talks with Mellon Mortgage to sell Source One. In fact, Mr. Richards said, he had expected to stay at Source One even after talks with Mellon collapsed. Mr. Richards said he would work through a transition period during the next two months.

While some mortgage industry executives speculated that Mr. Richards' departure was prompted by the failed sale to Mellon, Mr. Baxter was quick to point out that Mellon's offer was unsolicited.

"We are not actively looking for a buyer," Mr. Baxter said. "It was an unsolicited offer, so we were not for sale then and we are not for sale now."

Mellon extended a letter of intent to Fund American for the purchase of Source One in December 1995. At the time, Fund American was in the middle of a tender offer to repurchase its own shares. Between December and mid- May, Fund American had put out two press releases saying negotiations were going more slowly than expected, and on May 13 it included a terse statement with its quarterly earnings that it had discontinued talks with Mellon.

Fund American is now continuing the tender offer it halted during negotiations with Mellon.

Mr. Richards joined Source One in 1971. He was named president in 1987 and chairman of the board of directors in 1989. He is a past president of the Michigan Mortgage Bankers Association and is on the board of governors of the Mortgage Bankers Association of America.

Mr. Baxter, 50, joined Fund American in 1993. Prior to that, he was assistant director of the Office of Management and Budget under President Ronald Reagan and was appointed managing director of the National Transportation Safety Board by President George Bush. Before that, he was a vice president at GEICO Corp. for 15 years. He joined Source One's board of directors in 1994.

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