Tiff with Visa Indicates New Assertiveness Among Biggest Banks in

Hans Angermueller, a former vice chairman of Citicorp, made a speech 20 years ago accusing MasterCard and Visa of becoming "Frankenstein's monsters," usurping power and privileges that rightfully belonged to the card associations' bank owners.

That was tame compared with the havoc caused in recent days and weeks by John S. Reed, who in 1984 elbowed Mr. Angermueller aside for the top job at Citicorp and who is now co-chairman of Citigroup.

Mr. Reed and a top Citigroup retail executive, Robert I. Lipp, resigned in a huff last Friday from the Visa U.S.A. board of directors.

It was far more than a credit card spat, and far more than a falling-out over branding conflicts. It was but the latest and most outward sign of a shift in industry power relationships, of how the growth and consolidation of a few mega-institutions are likely to rock and perhaps even revolutionize banking's structural foundations.

Industry observers say it was only logical for the tensions to break out where they did. A significant generator of profits-and disproportionately so for the biggest banks-the MasterCard and Visa infrastructures were organized in a flush of 1960s optimism and cooperation.

The climate has changed drastically, not least through the elimination of thousands of smaller institutions by merger. Volumes and profits-and association voting power-tended to aggregate in relatively few hands.

As new forms of competition and pressures from shareholders raised the stakes of survival and profitability, the elite few became more assertive of their self-interests and less likely to bow toward old-fashioned collective ideals.

Just about any form of joint venture, particularly maturing payment system associations such as automated teller machine networks, has to adjust to the divergence of interests-if not polarization-within its membership.

Regional ATM networks have, in fact, been consolidating into superregionals and nationals in lockstep with their biggest banks. Whenever collective or collaborative actions are afoot, as in current reorganizations of the Integrion and Meca home banking consortiums, a few big banks are sure to be calling the shots.

The concurrent controversies over brand identities and association governance made the Citigroup-Visa flashpoint understandable and inevitable, said Edward E. Furash, a veteran consultant to many of the largest banking companies.

The issues are long-simmering, said Mr. Furash, chairman of Monument Financial Group in Alexandria, Va. "Bankers have been complaining for years that they are major shareholders in groups like MasterCard and Visa, yet they can't get them to do what they want them to do.

"It may be visible now because the players are larger and the people are more able to speak their minds."

Mr. Furash said the big banks' "long-term disgruntlement" does not necessarily have to play out to the detriment of the smaller banks on the sidelines of Citigroup's power play. Seeking to emphasize its own identity, and not getting the desired flexibility to de-emphasize the Visa logo, Citi is reportedly seeking refuge in a more accommodating MasterCard.

"The brand-name issue certainly impacts the smaller organizations, but there can be a lot of ways out and around that," Mr. Furash said in an interview Thursday.

Kenneth Guenther, executive vice president of the Independent Bankers Association of America, is not reassured. He sees Citigroup setting a dangerous precedent that could militate against his small-bank constituency's "equal access" to payment systems at "fair prices."

"We are moving rapidly toward an oligopolistic situation in the credit card market," said Mr. Guenther, taking literally a recent statement by Mr. Reed that his Visa board counterparts from BankAmerica Corp. and Bank One Corp. are of similar mind.

Charles T. Doyle of Texas Independent Bancshares, an IBAA activist, has voted the community bankers' equal-branding preferences as a Visa U.S.A. director. But Mr. Guenther said Federal Reserve intervention may be called for: "If we cannot connect our plastics into a worldwide system, it diminishes the franchise value of every one of our institutions."

If this gets elevated into a national regulatory or legislative debate, another type of association politics could come into play. Big-small conflicts make it difficult for the American Bankers Association to forge a common industry position, for example.

The IBAA could find itself at odds with the Bankers Roundtable, the big- bank group that admitted an IBAA representative onto the board of its technology arm, the Banking Industry Technology Secretariat. But Mr. Guenther said he suspects much of the Roundtable membership would now be opposing Citigroup.

First Union Corp. chairman Edward E. Crutchfield heads the BITS board. It includes Mr. Reed, Chase Manhattan Corp. president Thomas Labrecque, and the chairmen of BankAmerica, Bank One, and Wells Fargo & Co.

BITS may have provided a forum for some of the questions that Mr. Furash said big banks have been raising, such as: "Why are the associations in businesses that compete with them?"

In the eye of the storm, Visa International president Malcolm Williamson valiantly tried to convince Citigroup that the two brands could coexist with mutual benefit. Beyond that, he acknowledged in a recent interview that Visa must face the reality of a more consolidated membership and "plan for the stresses and strains that there will be."

"If you're at Visa, you absolutely have to pay more attention" to the big banks, said H. Robert Heller, a former Visa U.S.A. president now at Fair, Isaac & Co. "If you are a coast-to-coast bank, you may not need these cooperatives. When it becomes feasible to walk out, that's a threat."

"It puts new challenges on our types of organizations," said Dennis Lynch, president and chief executive officer of NYCE Corp., the northeastern electronic banking network that includes Citigroup among its owners.

The ventures must "provide value to different segments of customers that have different desires and different needs," he said. That means "making a compelling business proposition to the various constituencies. In the case of card associations, that clearly means looking at brand differently."

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