NASHVILLE - If Garth Brooks is the reigning King of Country Music, D. Brian Williams is the King of Country-Music Banking. The vice president of the Third National Corp. runs Nashville's only bank branch that exclusively serves the country music industry. His roster of star relationships, which includes Mr. Brooks, is the envy of competitors.

But Mr. Williams now faces a challenge for his throne as NationsBank Corp. muscles its way into music industry banking. NationsBank, the nation's fourth-largest banking company, recently, signed a joint marketing agreement with the reigning giant of country music, Gaylord Entertainment Co. The Nashville conglomerate owns the Grand Ole Opry, Opryland theme park, and two country-oriented cable network's: the Nashville Network and Country Music Television.

"I don't know that we're going to elbow Third National out," says Owen G. "Bob" Shell, president of NationBanks of Tennessee. "I think there's enough here for all of us, although," and his voice takes on a harder tone, "I absolutely intend that we will get more than our share."

|A Considerable Share'

Third National isn't taking the challenge lying down. "We have amassed a considerable share of the market," Mr. Williams says as he sits in an office decorated with gold records and testimonials from some of country's best known stars. "The bank remains incredibly focused and committed to this industry."

But Third National, a subsidiary of Atlanta-based Sun Trust Banks Inc., clearly has a fight on its hands, as NationsBank attacks on two fronts. In addition to the alliance with Gaylord, NationsBank has formed its own 30-person music industry lending team to capture some of the lucrative business associated with country.

Third National's star roster may include Mr. Brooks, Reba Mclntire, Kenny Rogers, and Travis Tritt. But NationsBank has Tanya Tucker, Alabama, Amy Grant, and Vince Gill, not to mention the Gruhn Guitar Store, which is often featured in travel magazines as a Nashville tourist site.

Only 2 Big Players

All the Nashville banks do some lending to the country music industry because that's been a high profile business here since at least the 1950s. It's been estimated that country music contributes more than $2 billion a year to the economy of middle Tennessee. But only Third National and NationsBank have made a substantial investment to attract the business.

"I'm not aware that we compete with First American and First Union," says Mr. Shell, referring to two other local banks. "Now we do compete with Third National. That's who we see the most."

Third National's country music business has grown enormously since the late 1980s under the leadership of Mr. Williams, 32, who manages the only bank branch on Nashville's Music Row, a onetime residential neighborhood now occupied by recording studios, agents, publicists, and accounting firms.

The branch, probably the only bank office in the world decorated in bright purple, provides visible evidence of Third National's commitment. "The heart of the music industry in Nashville is pumping on an eight-block area here," Mr. Williams says. "We're right here in the thick of it, so our presence is felt."

But NationsBank's alliance with Gaylord is also high profile, since the entertainment company, with $644 million in annual revenues, is the world's leading marketer of country music. Although Gaylord is an entertainment company rather than a music producer per se, most of the industry's major stars end up performing, at some time, in one of Gaylord's venues, be it the Grand Ole Opry or one of the cable networks.

Second-Largest Employer

Gaylord's economic dominance in Nashville is particularly striking. Its work force of 7,000 makes it the city's second-largest employer, after the state government. The company has more than $205 million in construction projects now ongoing in Nashville, including expansion of the Opryland Hotel and renovation of the old Ryman Auditorium downtown, former site of the Grand Ole Opry.

Gaylord "has done a lot for us in terms of credibility," says NationsBank's Mr. Shell.

The relationship between NationsBank and Gaylord actually dates bank several decades. NationsBank's predecessor organization in Texas, FirstRepublic Corp., had been closely linked to Gaylord's former Texas-based broadcasting subsidiary. Ironically, Third National has also had a long-standing relationship with Gaylord's Grand Ole Opry.

About six months ago, the marketing departments of Gaylord and NationsBank of Tennessee sat down for some intense discussion about possible synergies between the two companies. Michael J. Dimond, Gaylord's vice president of marketing, says his company was attracted to NationsBank's huge franchise and customer base.

The operating area of the Charlotte, N.C.-based company - nine states and the District of Columbia - has a combined population of 69 million. NationsBank's customer base includes two million households with some kind of relationship to a branch, either by checking or savings accounts, and an additional five million households with credit cards or residential mortgages.

A key factor in the meeting of the minds was that NationsBank's geographic territory closely overlaps with that of Gaylord, which operates theme parks in Nashville and San Antonio. It also helped that NationsBank is the lead bank in Gaylord's credit group and its chief provider of treasury services.

NationsBank also markets credit cards across the country and operates a branch in London, an added attraction for Gaylord now that CMT has expanded to Europe. "We need a banking institution that can deliver all of those services beyond a couple of states," Mr. Dimond says.

The five-year agreement, signed on Nov. 2, is in its preliminary stages. The two sides admit they haven't yet thought out all the possibilities.

Joint Advertising Planned

"They may help us reach markets we have not been exposed to; we may create customers for them," Mr. Shell says.

Joint marketing is certainly at the core of the alliance. NationsBank will offer its cardholders discounts at Gaylord theme parks. Gaylord customers will use NationsBank ATMs. And both companies will do joint advertising in selected markets.

"They've done my homework for me," Mr. Dimond says of NationsBank. "I can say to them, "I want everybody in the southeastern states that has an income level of $20,000,' and I can do a mailing to them."

The outlines of the relationship can be seen in two initial projects. To help fill the Opryland theme park during a special Christmas promotion, NationsBank plans to offer free tickets to its 2,400 Tennessee employees and some of its best customers.

An upcoming NationsBank television commercial will feature Gaylord attractions such as the Grand Ole Opry and the General Jackson showboat, which entertains visitors up and down the Cumberland River.

No Guarantee

While helpful, the Gaylord connection doesn't guarantee NationsBank access to country's top stars or related businesses, who have individual banking needs. NationsBank is actually only one of nearly 100 corporate "partners" with whom Gaylord has established joint marketing ventures. Some of the others include Coca-Cola, Chevrolet, and American Airlines.

To get closer to the stars that make country happen, NationsBank has been strengthening its music industry lending unit. NationsBank's predecessor company in Nashville, Commerce Union Corp., formed a small Entertainment industry Group in 1972.

But it wasn't until last year that NationsBank formed an interdisciplinary group, the Music Business Team, that now totals 30 people from different areas of the Tennessee bank such as private banking, business lending, and trust. Unlike Third National, which has one branch totally dedicated to the music industry, the NationsBank team consists of officers who spend only part of their time on music, but meet once a month to plot strategy.

"It's a centralized approach versus a decentralized approach; our approach is "decentralized," says John F. Stein, 41, a business banking executive on the NationsBank team.

Third National's efforts "have been pretty much focused around one person," says Mr. Shell, referring to Mr. Williams. "What we do is bring a team of people in to fill a specific need."

Mr. Williams responds that his unit, which includes four officers, also has the capability of calling in experts from other Third National departments if necessary.

NationsBank has tried to carve out its own niche by pursuing other musical genres that have become big in Nashville in recent years, such as contemporary Christian, gospel, rock, and jazz. "One of the exciting dimensions about the Nashville music scene is the diversity of genres," Mr. Stein says. "The infrastructure of technicians, session musicians, studio facilities, and all the support resources have attracted the other forms."

Only time will tell who wins the music industry slugfest. But for now, it's obvious NationsBank and Third National are keeping a wary eye on each other.

"We knock heads together all the time, says NationsBank's Mr. Stein, referring to Third National. "They're good competition."

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