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                                                                EXHIBIT 10(HH)

                                   AGREEMENT

        This Agreement ("Agreement") is between Source One Mortgage Services
Corporation (the "Company") and Robert W. Richards (the "Employee").  The
parties voluntarily agree as follows:

        1.      Employee hereby resigns from all his positions as a director,
    board or other committee member or officer of the Company or any of its
    affiliates effective on June 1, 1996 ("Termination Date").  In
    consideration of Employee's resignation, and in consideration of the
    promises and representations made in Paragraphs 2 through 7 below, the
    Company agrees to make supplemental payments (subject to applicable taxes
    and withholding) to Employee and his spouse, if she survives him, equal to
    the excess of (i) the benefit that would have been payable to him and his
    spouse, if she survives him, under the Source One Mortgage Services
    Corporation Retirement Plan ("Retirement Plan") and the related Source One
    Mortgage Services Corporation Supplemental Retirement Plan ("Supplemental
    Plan") commencing on the Termination Date had he attained age 58 on the
    Termination Date, had he been credited with benefit service until he
    attained age 58 (instead of his actual benefit service) and had he elected
    to have his benefits commence on the Termination Date over (ii) the amounts
    actually payable from the Retirement Plan and Supplemental Plan beginning
    as of the Termination Date.  Payment of such benefits beyond the Employee's
    55th birthday is contingent upon the Employee electing under Article IV,
    Section 4(a), of the Retirement Plan, within 90 days before he attains age
    55 (if he is then living) to commence to receive his monthly benefit under
    the Retirement Plan on the first day of the month following his 55th
    birthday.  Such benefits shall be paid in the same manner and form as
    benefits under the Retirement Plan are paid.  Such benefits shall be paid
    from the general funds of the Company.  Execution of this Agreement by
    Employee represents acknowledgment that the additional benefit described in
    this paragraph 1 represents valuable consideration and not benefits or
    compensation otherwise owed Employee by the Company.


        2.      By execution of this Agreement and in consideration of the
    additional benefit described in Paragraph 1, Employee agrees as follows:

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                a.              Employee's resignation will be effective on the
                                Termination Date.  Employee acknowledges that
                                effective as of such date, any right or
                                authority on Employee's part to act as an agent
                                or employee of the Company, in any manner
                                whatsoever,shall be terminated.

                b.              Employee agrees to release and discharge the
                                Company, Fund American Enterprises Holdings,
                                Inc. and any related company, and their
                                respective agents, employees directors and
                                officers ("Fund American Group") from
                                any and all actions, causes of action, claims,
                                awards, damages, demands or suits, at law or in
                                equity, or liabilities of any kind or nature
                                whatsoever, which Employee now has or hereafter
                                may have against the Fund American Group at any
                                time in the past and at any time through the
                                Termination Date, excepting, however, any
                                amounts payable to the Employee under paragraph
                                1 above and any amounts payable or benefits
                                provided as described in the letter dated June
                                5, 1996 to you from John J. Byrne on behalf of
                                the Company.  This release and discharge is
                                specifically understood to apply to, but is not
                                limited to, claims of wrongful discharge,
                                claims of discriminatory treatment based upon
                                any one or combination of the factors of sex,
                                race, religion, sexual orientation, handicap,
                                national origin and any and all other claims
                                arising under federal, state or local law,
                                whether such claims arise due to common law
                                (whether arising in tort or contract) or by
                                constitution, statute or ordinance.  This
                                release and discharge also includes a waiver of
                                any rights or claims which Employee may have
                                under the Age Discrimination in Employment Act,
                                as amended, arising on or prior to the date of
                                execution of this Agreement but does not
                                include any such rights or claims arising after
                                the date of this Agreement.

                c.              Employee agrees that he will hold in a
                                fiduciary capacity for the benefit of the
                                Fund American Group all Confidential
                                Information as defined below and shall

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                                not communicate or divulge any Confidential
                                Information to, or use any Confidential
                                Information for the benefit of, any person
                                (including the Employee) or entity  other
                                than an entity in the Fund American Group.
                                "Confidential Information" shall mean
                                (i) information, not generally known, about the
                                Fund American Group's clients, processes,
                                services and products,  whether written or not,
                                including information relating to research,
                                accounting, marketing, merchandising, selling
                                and the identity of current and prospective
                                customers and other client information and (ii)
                                any confidential information entrusted to the
                                Fund American Group by a client or customer
                                thereof which to the Fund American Group is
                                obligated to keep confidential.  Employee
                                agrees that he will return to the Company as
                                soon as practicable after the Termination Date
                                any documents or other written, recorded or
                                graphic matter containing, relating or
                                referring to any Confidential Information (and
                                all copies thereof) in Employee's possession or
                                control.

                d.              Employee agrees that he will not make any
                                statement to any third party disparaging or
                                criticizing, or otherwise take  action to cast
                                aspersions on, the management, business,
                                affairs or property of any of the Fund American
                                Group.

        3.      Employee acknowledges that he is entering into this Agreement
    voluntarily and of his own free will.  Employee also agrees that this
    Agreement contains the parties' complete understanding and that there are
    no other agreements, oral or written, pertaining to the subject matter of
    this Agreement.

        4. The parties hereto agree that this Agreement shall be governed by
    and construed in accordance with the laws of the State of Michigan.  The
    parties further agree that should any part or provision of this Agreement
    be held unenforceable or in conflict with controlling law, the validity of
    the remaining parts and provisions shall be unaffected.

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        5.      The parties expressly agree that this Agreement shall inure to
    the benefit of and be binding upon the parties hereto and their respective
    heirs, successors and assigns.

        6.      Employee agrees that the terms of this Agreement shall be kept
    confidential and shall not be divulged by Employee to anyone including but
    not limited to any current or future employee of the Company.

        7.      Employee acknowledges that he was provided a copy of this
    Agreement on June 5, 1996 and that he has until June 26, 1996, to sign and
    return it to the Company.  Employee shall have seven days from the date
    this Agreement is executed by the Employee to revoke this Agreement.  It is
    agreed that this Agreement shall become effective and enforceable at end of
    the seven-day revocation period unless the Employee exercises his right to
    revoke this Agreement within such period.  Employee is advised to consult
    with an attorney prior to executing this Agreement.


        IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year written below.


                                        SOURCE ONE MORTGAGE SERVICES
                                                  CORPORATION

________________________                By:______________________
ROBERT W. RICHARDS                         John L. Jansen


________________________                   ______________________
        (Date)                                  (Date)