Joining the Post-Merger Parade, Ex-BT Chief Set to Exit Deutsche

Frank N. Newman, the former chairman of Bankers Trust Corp., is about to resign from Deutsche Bank and join a host of other chief executive officers who stepped down after their companies were acquired.

A Deutsche Bank source said Mr. Newman is expected to make an announcement today or Tuesday. The source said it was unclear what nonexecutive role, if any, Mr. Newman would move into, adding "that decision is ultimately up to Frank."

A Deutsche Bank spokeswoman in New York declined to comment. Mr. Newman's office said Friday that he was not talking to the media.

Mr. Newman, 57, negotiated the agreement to sell Bankers Trust to Frankfurt-based Deutsche Bank, which was completed for $9 billion three weeks ago. If he leaves, he would be following-and even accelerating-a pattern that has played out in other high-profile banking industry mergers.

David A. Coulter, the chairman of BankAmerica Corp., and Terrence A. Larsen, the chairman of CoreStates Financial Corp., each left in short order after their institutions were acquired, contradicting previous statements that they would stay longer.

Consultants said the trend is likely to continue. As the rules of the merger game change, the friendly takeover does not seem to be what it used to be.

"There is a lack of long-term commitments to people," said Janet Spencer, a consultant who specializes in boardroom issues at Delta Consulting Group in New York. "There is a lack of sensitivity to the handshake."

Disappearing is the old view that executives should be valued for the legacy they have left behind to future generations of employees and customers, consultants said.

"In the last few years, we have witnessed a correlation between the huge successes of financial services companies and the arrogance of the executives," Ms. Spencer added.

On the basis of the terms of his contract with Deutsche Bank, Mr. Newman would leave with an estimated $100 million in compensation, including bonus, salary, and stock options he was to receive over the next five years.

Mr. Newman's contract included a clause that would allow him to leave early for "good reason," which would include a failure by Deutsche Bank to appoint him to its senior management committee, known as the Vorstand.

When the acquisition closed June 4, Mr. Newman became co-head-along with Josef Ackermann-of Deutsche Bank's global corporates and institutions group. He was also in line to be elected to the Vorstand.

But in a private meeting in Paris last week, Deutsche Bank chairman Rolf E. Breuer reportedly told Mr. Newman not to expect that appointment.

Like Mr. Newman, both Mr. Coulter and Mr. Larsen had indicated an intention to stay with their new companies in very senior positions, at least through a designated transition period.

Mr. Coulter was pushed out after the costs of BankAmerica's relationship with the troubled hedge fund of D.E. Shaw & Co. were revealed. He walked away with an estimated $100 million windfall.

Mr. Larsen, who was at first assigned a senior corporate banking position, received at least $25 million in salary and other compensation.

Finn Caspersen, the longtime CEO of Wilmington, Del.-based Beneficial Corp., signed on as chairman at the time of Beneficial's $8.6 billion agreement to sell to Household International Inc. last year.

By the time that deal closed on June 30, Mr. Caspersen was off the payroll of the Prospect Heights, Ill., parent. Though Household did not officially announce his departure, a spokesman confirmed days later that Mr. Caspersen had gone, taking a $23.7 million severance package.

Compensation experts said the money has simply gotten too big and executive egos too bloated. "You can't do serious deals on the basis of a handshake anymore," said Alan Johnson, the president of the New York-based recruiting firm Johnson & Associates.

"Most contracts are written to be very friendly to the executive but not the company," Mr. Johnson said. "The (acquiring) companies see it as the cost of doing the deal."

"The executives go into it saying, 'I'm going to ride this as long as I can,'" said John A. Challenger at the outplacement firm Challenger Gray & Christmas of Chicago.

"They say, 'If I'm going to be in this position, I'm going to negotiate up-front a package that covers my exit strategy,'" Mr. Challenger added.

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