B of A Gives Staff Stock Options, Details Exec Retention

BankAmerica Corp. said Tuesday that it has granted stock options to all employees.

The action came on the heels of an announcement by the $595 billion- asset company that 80% of top executives and managers from the old BankAmerica had decided to stay after the completion of its merger with NationsBank Corp. of Charlotte, N.C.

James R. Bradshaw, an analyst at Pacific Crest Securities, described both moves as "an attempt to combat the real and perceived problems regarding employee retention at BankAmerica."

NationsBank acquired San Francisco-based BankAmerica on Sept. 30. Though employee retention is always a contentious issue during mergers, it is rare for a bank to publicly detail how many executives from an acquired bank have stayed on.

Spokeswoman Melba Spencer said the company decided to issue the numbers to counter the perception that an unusually high number of former BankAmerica executives were being forced out.

"This isn't something we would have typically done publicly, but there has been a lot of controversy and misrepresentation surrounding the merger," Ms. Spencer said. "We just figured we'd put it to bed and get on with it."

Of the old BankAmerica's 1,134 people with titles of senior vice president and higher, 918 were offered posts in the merged bank. Of those asked to remain, 900, or 98%, did so. Those who decided to leave would get severance pay equal to three times their annual salaries, Ms. Spencer added.

BankAmerica also defended its commitment to female executives, which has come under fire since a San Francisco newspaper reported last month that six of the former BankAmerica's top 10 women had resigned.

Ms. Spencer said that of the 1,134 executives, 27% were women and 27% of the executives asked to stay are women. They also made up 27% of the 900 who decided to stay with the bank, she said.

Analysts said they were encouraged by the retention data.

"To retain 98% of the people you want to keep is about as good as it gets," said Joseph K. Morford, an analyst at Van Kasper & Co. in San Francisco.

Analysts also praised the stock option program, which began Monday and covered more than 150,000 employees. Mr. Morford said the plan, which started with a grant of 200 to 400 shares per employee and offers each another 100 to 180 shares over the next two years, could help keep employees at the bank.

"For a lot of people, particularly at the lower levels, this is a meaningful investment," Mr. Morford said.

Despite this week's news, several observers said they were troubled by the loss of talent at BankAmerica. David A. Coulter, CEO of the old BankAmerica, resigned Oct. 30. In addition, at least 14 of the 45 executives who made up the former BankAmerica's senior management council have left. Recent newspaper reports have stated that Michael E. O'Neill, the highly regarded chief financial officer of the former BankAmerica, is planning to leave.

"While overall they did much better than what we typically see in a merger of this sort, in my mind the jury is still out," said Mr. Bradshaw of Pacific Crest.

Others said that despite the high percentage of executives from the old BankAmerica who are staying on, morale is low.

"A lot of people out here no longer have mentors and can't see a clear path in the new organization," said a senior banking recruiter who refused be quoted by name. "It leaves people pretty depressed."

The recruiter said he was contacted in mid-December by a senior executive from the former BankAmerica who had worked closely with Mr. Coulter.

"Coulter told him not to trust the guys from Charlotte," the recruiter said.

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