NationsBank, BankAmerica Put the Puzzle Together

A month past their megadeal announcement, NationsBank Corp. and BankAmerica Corp. seem to be on course for fitting people from one side or the other into key management positions.

Sources say the internal deadline for completing the task is June 15. In the meantime, the tone for the prospective $570 billion-asset company's leadership is being set by the six-member senior team announced April 13 by NationsBank and BankAmerica chief executive officers Hugh L. McColl and David A. Coulter.

The two banks took an important procedural step this week by tapping BankAmerica controller John J. Higgins and NationsBank senior personnel executive Walter Elcock to develop a grand plan for combining the organizations and managing day-to-day merger-related issues.

But that does little to answer the inevitable questions about who will survive the transition.

Earlier signals suggest BankAmerica officials should end up on top of corporate banking while NationsBank takes the lead in retail areas.

Kenneth D. Lewis, president of NationsBank, is to become president of the merged institution's global retail bank.

That constitutes a win for Model Banking, the NationsBank complex of automated systems and information-rich data bases designed to focus branch workers more on sales than operational tasks. The Charlotte, N.C., company has been spending $50 million to $100 million a year on Model Banking since 1995 and sees it as crucial to increasing retail profitability.

With Mr. Lewis' designation, H. Eugene Lockhart, formerly president of BankAmerica's global retail business, became the first and so far only high-level casualty of the merger. With Mr. Lockhart's departure last month after less than a year in San Francisco, BankAmerica ditched its $500 million push to revamp retail delivery in favor of adopting NationsBank's consumer banking model.

Sources close to the bank said Mr. Lockhart plans to take the summer off before actively pursuing any of the several job feelers that have already come his way.

On the corporate side, Michael J. Murray, head of BankAmerica's global wholesale bank, is to retain the same general role in the merged institution. Edward J. Brown 3d, president of NationsBank global finance, is expected to report to Mr. Murray after the merger.

There is uncertainty in the case of the two banks' risk management gurus. William Vandiver at NationsBank, chairman of corporate risk policy, has been with that bank or one of its predecessors since 1967. But he assumed his current role only in June of last year. His counterpart at BankAmerica, Jack L. Meyers, has been chief credit officer and vice chairman since October 1993, and his career there began in 1985.

Several observers predicted Mr. Meyers would remain with the new BankAmerica Corp. in a similar, high-level post because of his experience with the risks that have arisen from the West Coast bank's extensive Pacific Rim operations.

"The NationsBank folks have a limited background in foreign banking, while it is a strength at BankAmerica," said R. Jay Tejera, an analyst with Dain Rauscher in Minneapolis.

Two other BankAmerica vice chairmen were not mentioned in the management roster that came out at the time of the merger announcement: director of human resources Kathleen J. Burke and director of technology and computer operations Martin A. Stein. It was unclear how they would fare against their counterparts at NationsBank, who are lower down on the corporate ladder but highly regarded in the industry.

James D. Dixon, president of NationsBanc Services Inc. and head of the institution's information technology and operating systems, has played an integral part in the development of the retail banking program.

Ms. Burke's counterpart is Charles J. Cooley, principal corporate personnel officer at NationsBank.

Below the upper management echelons are countless choices to be made between people in similar posts at each bank. For example, it is unclear who the top lawyer will be at the new bank-NationsBank general counsel Paul J. Polking or James N. Roethe at BankAmerica.

But a lawyer familiar with the situation predicted that Mr. Polking would come out above Mr. Roethe-at least until he retires.

"Paul has been through all the mergers that led up to today's NationsBank, and he is supported by Hugh McColl," the lawyer said. "I think they might work out a deal where Paul stays in charge for a while."

Under Mr. Lewis as retail czar, observers expect a key team member to be G. Patrick Phillips president of NationsBank financial products. Mr. Phillips, who joined the company 15 years ago at the age of 23, is considered a rising star.

"That's a clear-cut one-he is thought of extremely highly in the organization," said Moshe A. Orenbuch, an analyst with Sanford C. Bernstein & Co.

Less certain is who of Mr. Phillips' four lieutenants would remain in place: Richard J. Parsons, president of the direct bank; Eileen M. Friars, president of credit card services; Eugene H. Phipps, executive vice president for specialty products; and Andrew D. Woodward Jr., the mortgage chief.

Also in question is the fate of Douglas K. Freeman, a well-liked former Barnett Banks Inc. executive who became president of NationsBank's consumer finance group. He runs the largest bank-owned consumer finance company, with about $30 billion of managed loans. When NationsBank bought Barnett last January, Mr. Freeman stepped into a role created for him as a peer to Mr. Phillips, also reporting to Mr. Lewis.

It is unclear what will happen to Marion R. Foote, BankAmerica's head of relationship marketing, whom Mr. Lockhart brought in from First Chicago NBD Corp.

On the top rung along with Mr. McColl, 62, as chairman and CEO of the merged company, would be: Mr. Coulter, 50, president; NationsBank chief financial officer James H. Hance, 53, as vice chairman and CFO; Mr. Lewis, 51, and Mr. Murray, 53; and BankAmerica chief financial officer Michael E. O'Neill, 51, who as president of financial services would run a handful of business lines that have not been specified. Mr. O'Neill also was tapped to provide top-level oversight of the transition.

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