Richard M. Rosenberg could have played it safe, but he chose not to.

When he took command of BankAmerica Corp. two years ago at the age of 60, the banking company had largely recovered from its trauma of the mid 1980s. In fact, BankAmerica had once again become a dependable earnings machine, producing profits of more than $1 billion a year.

Other chief executives might have become custodians, taking few risks and passing the institution on to a successor after five years at the helm.

Mr. Rosenberg aimed higher.

By buying more than a dozen Western financial institutions over the past two years, then capping that performance with his stunning acquisition of Security Pacific Corp. last summer, he has made himself a true heir to the dreams of BankAmerica's founder, A.P. Giannini: Mr. Rosenberg, like Mr. Giannini before him, seeks nothing less than to make BankAmerica the nation's dominant banking organization - one that someday could have offices in nearly every state.

The Security Pacific deal, the largest merger in U.S. banking history, greatly bolsters BankAmerica's position in the western United States. It should also increase profits - provided, of course, that the projected cost savings of $1.2 billion a year can be realized.

Grand as the SecPac merger may be, it is only part of Dick Rosenberg's vision for building a megabank of the future: a vast institution, nationwide in scope, dominating markets with its scale, efficiency, and sophisticated use of technology. Such a bank, he believes, can protect itself from risk through far-ranging geographic diversification and a balance of retail, middle-market, and wholesale businesses.

That vision - and the guts to pursue it - are central to Mr. Rosenberg's selection as the American Banker's 1991 Banker of the Year.

But there is more. Throughout his six years at BankAmerica Corp. - first at the company's Seattle First National Bank unit and, since 1987, at the company's San Francisco headquarters - Mr. Rosenberg has displayed decisiveness, intellectual depth, and clarity of purpose.

His talents have been critical to making BankAmerica one of America's premier financial institutions.

On top of that, Mr. Rosenberg's personal warmth, infectious energy, and roll-up-the-sleeves enthusiasm have electrified BankAmerica's executive suite, turning it into a creative, stimulating place to work. "It's just fun to work with Dick," says Frank N. Newman, the company's chief financial officer.

'Empire-building?'

To be sure, the final verdict on Mr. Rosenberg's performance as chief executive is still to be rendered. In acquiring Security Pacific, Mr. Rosenberg has hitched BankAmerica's fate to that of a company two-thirds its size, whose credit problems have not yet been fully plumbed.

Some analysts say they fear BankAmerica may be acquiring more than it can digest. Others suggest Mr. Rosenberg may be grabbing market share without sufficient attention to cost.

BankAmerica's chief "is very smart and he's clearly a good businessman," says Raphael Soifer, analyst with Brown Brothers Harriman & Co. "But there may be too much ambition. It raises the question: Is he empire-building?"

No question, BankAmerica's name surfaces just about every time a major bank or thrift comes up for sale. Many analysts condemned BankAmerica's effort to buy Bank of New England last year as a strategic diversion. And in buying failed Arizona and Oregon thrifts, Mr. Rosenberg has shown he is willing to pay steep prices to expand.

More worrisome, if the Security Pacific deal flounders, Mr. Rosenberg may end up doing precisely the opposite of what he intends. Instead of providing BankAmerica added momentum in the race for nationwide banking, a poorly executed merger could handicap it for years.

In an extensive interview, one of few he has granted since engineering the SecPac merger, Mr. Rosenberg explained that the furious pace of BankAmerica's expansion reflects the once-in-a-lifetime opportunities that exist in banking today. "The industry is being restructured at an urgent pace," he says. "If you sit around waiting, those opportunities won't be there.

"When the opportunity to build a branch system in Arizona arose - when Valley Capital of Nevada said: 'Gee, Dick, we'd like to talk with you,' - you are not going to say: 'Well, I'm not urgently in a hurry at this point.' "

Positive prognosis

Asked about the possibility of worse-than-expected credit problems at Security Pacific, Mr. Rosenberg responds: "I do not think our board would have let us proceed if they had not been satisfied with the level of due diligence."

Indeed, Mr. Rosenberg's admirers insist that the image of a shoot-from the-hip acquirer, lacking financial discipline, is off base. Even in his early days as a marketing executive at Well Fargo & Co., Mr. Rosenberg kept a clear focus on profit, they say.

"Woe is the person who confuses his enthusiasm for lack of judgment," says Montgomery Securities analyst J. Richard Fredericks.

'A team effort'

It is impossible to understand how BankAmerica's chief executive makes decisions without appreciating the chemistry that exists between him and BankAmerica's No. 2 and No. 3 executives: vice chairman and wholesale banking chief Lewis W. Coleman and Mr. Newman, the finance chief.

"He forged the troika of himself, Coleman, and Newman, and made it a very effective team," says Warren Hellman, a San Francisco investment banker and sometime adviser to Mr. Rosenberg.

In the executive suite, Mr. Rosenberg supplies vision, enthusiasm, and a determination to get the job done. Mr. Newman contributes cool-headed analysis, while Mr. Coleman has the administrative skills to mobilize the organization. Each is a broad-gauged thinker with sharply honed strategic instincts. "This is truly a team effort," Mr. Rosenberg notes.

BankAmerica's interest in doing so many deals in so short a time frame reflects a dual expansion strategy hammered out by Mr. Rosenberg and his deputies.

The company's top priority is to solidify its base in the West. But, convinced that nationwide banking is on the way before the end of the decade, Mr. Rosenberg is also determined to pursue opportunities wherever they may surface.

Eventually, Mr. Rosenberg sees BankAmerica with a retail presence in every major population center in the United States. But first, he says, "we have to be impregnable in the West."

He describes BankAmerica as "opportunistic" when it comes to expansion in other regions. The Bank of New England bid was not ill-considered, he insists, but "an opportunity to serve about 10 million more customers in a business that we think we are very good at, which is distribution."

Mr. Rosenberg offers assurances that his acquisitorial urges are now tempered by the need to devote full attention to the Security Pacific merger.

"There is nothing we can do more for the shareholders than integrate Security Pacific and BankAmerica well," he notes. "That clearly becomes the highest priority."

Nevertheless, even a successful Bank of New England deal would not have been likely to deter BankAmerica's chief from taking over Security Pacific. "It's pure speculation," he says, "but we probably would have done both."

The architect of BankAmerica's expansion, friends and colleagues say, is a man steeped in strong social and ethical values, possessing an unusual ability to empathize with others. "He's got very strong loyalties to the people who work for him. They break their backs for him," says Citicorp executive David A. Brooks, who was one of Mr. Rosenberg's colleagues at Crocker National Bank in the mid-1980s.

When it comes to hard work, Mr. Rosenberg is known as a human dynamo. "People have to run to keep up with him, both intellectually and physically," says Louis C. Burnett, a San Francisco executive recruiter who worked with Mr. Rosenberg at Wells Fargo.

Transplant from New England

Short and wavy-haired, his face usually in a broad smile, Mr. Rosenberg has a little of the genial air of the actor Michael Tucker of "L.A. Law" - with a Massachusetts accent thrown in.

Mr. Rosenberg's career has been marked by a constant drive to exceed his latest accomplishment. It is a reflection, friends say, of his roots. The son of a clothing salesman from Fall River, Mass., Mr. Rosenberg has consistently sacrificed to better himself.

"He's a guy who fought his way up," says investment banker Warren Hellman.

In the 1960s Mr. Rosenberg went to school nights to earn a master's degree in business administration and a doctorate in law from San Francisco's Golden Gate University - this after putting in long hours at Wells every day. For years, he also taught courses for the Bank Marketing Association during his vacations.

That capacity for work has never waned. Recalls Roy A. Henderson, a colleague at Seafirst Bank in 1986 and 1987: "I would come in on Monday and he would have been touring cash machines all weekend. He would have a list of ATMs that weren't functioning."

A start in PR

Mr. Rosenberg left Massachusetts in 1952 to become a naval officer, after earning a journalism degree from Boston's Suffolk University. He was stationed in Southern California, and he and his wife Barbara decided to stay in the Golden State after he left the service. He joined Wells Fargo Bank as a public relations trainee in 1958.

At Wells, Mr. Rosenberg rose through a series of marketing and retail banking posts, attaining a vice chairman slot in 1980 and a seat on the board in 1983. He was the brains behind such Wells marketing coups as one of the industry's first checking/savings account packages and extensive use of the company's stagecoach image in marketing programs. Colleagues recall that he actually turned the logo into a profit center, selling thousands of stagecoach belt buckles to the public in the early 1970s.

During the 1960s and 1970s, marketing changed from an afterthought to a central element of retail banking. Mr. Rosenberg's rising stature at Wells symbolized that development.

"Dick is associated with the emergence of marketing as a respected discipline in banking," says Barry I. Deutsch, former marketing chief at Mellon Bank.

It was during his Wells years that Mr. Rosenberg became a major power broker in the Bank Marketing Association. As president in 1983 and 1984, he was the leading proponent of the group's merger with the American Bankers Association.

MasterCard gives him credit

He also was a board member of MasterCard International, serving as its chairman in 1985 and 1986. From MasterCard's early days in the 1960s, he was instrumental in developing and positioning the card. In the mid-1980s, he led an aborted effort to merge MasterCard's back-office operations with those of rival Visa USA.

"There isn't very much at MasterCard that doesn't reflect Dick Rosenberg," says MasterCard's current chief executive Alex W. Hart.

Mr. Rosenberg's mentor at Wells was chief executive Richard P. Cooley. When Mr. Cooley left Wells in 1983, Mr. Rosenberg found his advancement blocked by the emergence of a new power axis at Wells dominated by current Wells chief executive Carl E. Reichardt and a clique of real estate lenders.

Mr. Rosenberg took a vice chairman's post at Crocker National Bank in 1984 - partly, friends and colleagues say, because of the prospect of succeeding Frank V. Cahouet as chief executive there.

But it soon became apparent that Mr. Cahouet was entrenched in the chief executive slot. In 1986, Mr. Rosenberg took the No. 2 job at BankAmerica's Seattle-based Seafirst unit, working for his old boss Dick Cooley with a firm commitment that he would take the helm in a few years.

Mr. Rosenberg "always wanted to run his own show," Mr. Cooley recalls. "At Crocker, Frank Cahouet was always going to run things."

Happy memories of Seattle

Mr. Rosenberg was in Seattle for only a little more than a year, but colleagues say the period was one of the happiest of his career. Seafirst, recovering from financial crisis, was a grand old name in Washington State, and Mr. Rosenberg took to the challenge of restoring the bank's retail glory with gusto. "He really spread his wings in Seattle," says Mr. Brooks, his colleague at Crocker.

But Mr. Rosenberg's sojourn at Seafirst was brief. A. W. Clausen, who had just returned for a second stint as BankAmerica's chief executive after running the World Bank for nearly six years, faced the task of pulling the company back from financial disaster. Looking for a strong retail banker to run BankAmerica's flagship California bank, he zeroed in on Dick Rosenberg.

At first, Mr. Rosenberg resisted. "Tom Clausen tried three times to get Dick," Mr. Cooley says. "Finally, at a board meeting, he buttonholed me and said: 'I need Rosenberg down here. What will it take?' "

Early in 1987, Mr. Clausen flew up to Seattle for a dinner with Mr. Rosenberg and his wife. A deal was struck.

Exactly what commitments Mr. Clausen made are not clear. But Mr. Rosenberg was given a vice chairman title and a seat on the board. And BankAmerica's president and chief operating officer Thomas A. Cooper resigned shortly after his arrival.

Not marching to Clausen's beat

BankAmerica insiders are convinced that, although Mr. Rosenberg was probably not guaranteed the top job, he was promised as clear a shot as anybody to rise to the chief executive's post, once Mr. Clausen retired.

Once Mr. Rosenberg settled into his new job, relations with Mr. Clausen turned frosty, according to BankAmerica sources. In part, that reflected diametrically opposed styles: Mr. Clausen was imperious and unapproachable; Mr. Rosenberg open and upbeat.

What's more, Mr. Rosenberg operated the California group as a independent fiefdom, rarely consulting Mr. Clausen. That autonomy sparked uncharacteristic bouts of petulance by Mr. Clausen, who would complain that his retail chief was ignoring him.

In three years under Mr. Rosenberg, BankAmerica's retail bank generated a large volume of business. His Alpha account - a retooling of the old checking-savings idea - generated 500,000 new accounts in nine months following its launch in 1988.

Passing the torch

"You can attribute the resurrection of BankAmerica to Dick Rosenberg," comments Charles T. Russell, chief executive of Visa International, for years a fierce competitor against Mr. Rosenberg's MasterCard.

Mr. Rosenberg finally got his chance to run BankAmerica in May 1990 when he replaced Mr. Clausen as chairman and chief executive. Although BankAmerica had already begun its acquisition drive, the passing of the torch symbolized the end of the company's recovery period and the beginning of an era of expansion - which is still being defined.

"Tom Clausen's job was to get BankAmerica reorganized. Dick Rosenberg's job is to take it into the future," Mr. Hellman says.

In consumer banking, Mr. Rosenberg has stressed consistency and careful execution.

"When Dick Rosenberg shops the branches, he checks to see if the deposit envelopes are neatly stacked, if the rate board is perfect," says Luke S. Helms, Seafirst's chief executive. "You learn very rapidly from him that you are good in retail if you get the details."

Calming the wholesale bankers

As chief executive, Mr. Rosenberg has had to win the loyalty of BankAmerica's wholesale bankers, many of whom suspect that the new chief lacks his predecessor's emotional commitment to global corporate banking. During his first year as chief executive, says Mr. Rosenberg, "I went to extraordinary lengths" to show an interest in the wholesale bank. That effort included four overseas inspection trips.

People who know Mr. Rosenberg characterize him as a tough but fair competitor with a strong moral compass.

That sense of fair play was called into question during the bid for Bank of New England, when Mr. Rosenberg authorized a letter to the Federal Deposit Insurance Corp. criticizing "a marginally capitalized bidder." The reference was widely interpreted as an underhanded slap at Bank of Boston Corp., which also was pursuing Bank of New England.

Mr. Rosenberg says he regrets that letter today, describing it as "just not my style."

Down-to-earth demeanor

As chief executive of one of the nation's largest banking companies, Mr. Rosenberg tolerates the trappings of office with mild embarassment. Friends say he remains as down to earth today as he was 25 years ago - when, as a middle manager at Wells, he commuted from his home in Marin County, just north of San Francisco. Colleagues tell stories of small kindnesses, such as handwritten notes, offered to employees of all ranks throughout the company.

True to his roots, he is still a faithful booster of his two blue collar alma maters, Suffolk University and Golden Gate University. Friends speak of Mr. Rosenberg's gut identification with the underdog, reflected in a personal commitment to promoting women and minorities, and serving low-income communities. Such practices are required by law, of course, but even activists who have tangled with BankAmerica's chief praise him.

"He is a humane human being," says Selwyn Whitehead, former director of the San Francisco-based Greenlining Coalition, an advocacy group that presses banks to improve services to low-income and minority communities.

Mr. Rosenberg's humanity will be sorely tested by the Security Pacific merger. The deal's success hinges on eliminating thousands of jobs to save costs. Many long-time employees of both organizations - from high ranking executives to clerical workers - will find themselves on the streets.

'Why am I doing this?'

Firing people is one of the responsibilities a chief executive has to accept, Mr. Rosenberg says. "But I've got to tell you - it just tears you up. At least it tears me up. In the dark of the night, you wake up and say: Why am I doing this?"

To ease the pain, BankAmerica will provide extensive severance benefits to those who lose their jobs in the merger. Employees will be offered help in making career changes, including subsidies for starting businesses or working for nonprofit organizations.

At every point in his career, Mr. Rosenberg has taken chances by reaching deep into the ranks to promote individuals in whom he has identified leadership qualities.

As chief of BankAmerica's California banking group in the late 1980s, he picked his former Wells Fargo colleague Thomas E. Peterson to run the bank's California branch system. This despite the fact that Mr. Peterson had never risen above division manager at Wells. Mr. Rosenberg today calls him "the best consumer banker in the United States."

Laziness unacceptable

Without question, Mr. Rosenberg has had his share of run-ins on the job. Some bankers who have worked with him say his temper can be volatile. His attention span is also said to be short at times, often reflecting unhappiness with people or projects that he feels don't measure up.

Colleagues who work too slowly or fail to produce results have felt his wrath. "He does not abide laziness or incompetence, and he is very impatient," Mr. Burnett says.

One executive with whom Mr. Rosenberg clashed was Michael Simmons, BankAmerica's technology chief who left for Bank of Boston in 1990. According to Mr. Simmons, the two disagreed about the pace and cost of operating-system improvements.

"If he likes you, you're treated extremely well," Mr. Simmons says. "If he doesn't like you, you're in trouble."

Yet, over and over again, one hears those who have worked for Mr. Rosenberg speak of him with a mixture of awe and affection. When the names of close colleagues are mentioned, he beams like a proud father.

Emotions freely vented

Asked for a word of advice for younger bankers, he offers the following: "Work hard to make sure the people who work for you are successful, because that really is critical to your own success."

Mr. Rosenberg is not one to hide his feelings. One thing that clearly bothers him is being labeled a marketing specialist, without being recognized as a well-rounded banking strategist and talented chief executive.

Asked whether he is tired of the "marketing wizard" label, Mr. Rosenberg responds with no hesitation and plenty of conviction: "Yes, yes, yes - unequivocally yes."

It's high time to recognize Richard Morris Rosenberg as far more than a super salesman. He has proven himself a great manager, a great leader, and one of a handful of executives who will have a profound effect on shaping the U.S. banking industry for the 21st century.

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