It took a lush compensation package for BankBoston Corp. to clinch its deal for Robertson Stephens.

The bank agreed to pay $400 million in cash and stock options to keep 150 Robertson bankers on board after the acquisition is completed. The retention pool-one of the richest of its kind-reflects the auction-like nature of the negotiations and the bankers' insistence on getting a piece of the action.

BankAmerica Corp. announced plans to sell Robertson Stephens in April-a move that essentially put all of the securities firm's bankers in play. That put pressure on any suitors to make an extremely attractive offer.

"There was heavy recruiting going on, particularly at the senior levels," said Gene S. Manheim, an executive recruiter with New York-based Sullivan & Co. "BankBoston really had to step up and do something significant in order to convince them to stay."

On Friday, BankBoston announced its widely anticipated deal for Robertson Stephens. As expected, it will pay $800 million for the San Francisco-based securities firm, which would give BankBoston a long-desired equities underwriting capability.

BankAmerica, also in San Francisco, will get $400 million in cash for Robertson Stephens, which it bought for $540 million last fall. The other $400 million would go into the employee retention pool.

The pool-$300 million in cash to be paid out over four years and $100 million in stock options-is considerably larger than similar retention packages, observers said. For example, when Bankers Trust Corp. bought Alex. Brown & Sons last year it promised the firm's top 20 executives more than $200 million in both stock options and cash guarantees.

NationsBank Corp. offered about $100 million in incentives to retain about 100 senior executives of the investment bank it bought, Montgomery Securities.

But those deals came to light differently from the Roberston transaction. Most employees of Alex. Brown and Montgomery woke up one morning to learn their firms had been sold; it was common knowledge that Robertson Stephens was going to be sold. As a result, the firm's 150 managing directors and vice presidents became actively involved in the negotiations.

"We actually accelerated the process from what we anticipated," said Michael McCaffrey, Robertson Stephens' president and chief executive. "It was a Herculean task."

BankBoston estimated the after-tax present value of the transaction to be $550 million. It expects to close the deal in the fourth quarter.

Robertson Stephens would fulfill the bank's desire to offer its corporate customers a full menu of financial services. BankBoston executives have wanted to buy a securities firm ever since receiving equity powers from the Federal Reserve last fall.

"This is by far the best fit of anything we have looked at," said Paul Hogan, the bank's vice chairman in charge of corporate finance. The technology sector-a specialty of Robertson's-represents about 6% of BankBoston's roughly $100 million in annual profits from corporate finance, Mr. Hogan said.

The bank plans to roll Robertson Stephens into its section 20 subsidiary, to be known as BancBoston Robertson Stephens Inc. The new unit would be run by Mr. McCaffrey, as president and chief executive. He would report to Mr. Hogan.

Robertson Stephens will remain based in San Francisco. Mr. Hogan said he plans to build up the firm's Boston office.

Despite the rich retention pool, one high-profile executive will not be joining BankBoston. Sanford Robertson, 67, one of the founders and a well- known figure in Silicon Valley, is expected to start a new, rival firm.

Some close to the deal said that is a loss for BankBoston, even though Mr. Robertson has not been involved in day-to-day activities for a while.

"He still spent a lot of time doing new-business pitches and using his very considerable presence to help cement a relationship," a source said.

The merger announcement in April of NationsBank and BankAmerica convinced top executives at Robertson Stephens that they should seek a new owner. Many observers predicted widespread job losses because of a large overlap between Montgomery and Robertson Stephens.

Now it appears that many Robertson employees are going to make out quite well. Of the $540 million BankAmerica paid for the firm, $245 million went to Robertson's top executives up front.

Rougly another $300 million was to be paid to about 60 executives over three to four years after the merger with the bank. BankAmerica said the Robertson executives will get that payout when the BankBoston deal is completed.

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