Their banks are merging, but Gerry B. Cameron and John F. Grundhofer have little in common.

The better-known Mr. Grundhofer, chief executive officer of Minneapolis- based First Bank System Inc., has earned Wall Street praise and public criticism for his severe cost-cutting measures.

Mr. Cameron of U.S. Bancorp is known as a low-key consensus builder who thinks of the Portland-based bank as family.

Although First Bank is the acquirer, it may turn out that Mr. Cameron's calming presence will be most crucial to a smooth integration of the two companies.

The $8.4 billion deal is scheduled to close by September.

"I didn't want this to happen on my watch," Mr. Cameron, 58, said in an interview. "But some have said that my being around was one of the compelling reasons to do this now, that my relationship with employees would probably make this go better."

Mr. Cameron will stay on as chairman of the new company, to be known as U.S. Bancorp, until his retirement at the end of 1998.

Indeed, his standing as an affable team player, a loyal company man known to shed a tear at corporate functions, could mean the difference between the integration's being "the quietest ever"-as he predicted when the deal was announced in March-or being so disruptive as to destroy the company's earnings momentum.

How that integration proceeds will be closely watched at other companies that fear they might one day be gobbled up by the new U.S. Bancorp.

"If the decision is to do more acquisitions in the future, we need to be able to show people that we know how to do them-and do them right," Mr. Cameron said.

No matter how well the two partners might complement each other, merging two of the largest banks in the country is never easy. Their similar size- First Bank has $37 billion of assets; U.S. Bancorp, $33 billion-makes the transaction a merger of equals, often more difficult to complete than when a large bank buys a small one, analysts said.

And despite all the talk about the banks' like-mindedness and how neatly they can be weaved together, the two chief executives are not cut from the same piece of cloth.

"Polar opposites is how I would describe them," said Jay Tejera, an analyst with Dain Bosworth Inc. in Minneapolis. "Jack is a very focused, take-no-prisoners manager, while Gerry is a white-horse guy. Anybody who has worked for him likes him."

Moreover, the First Bank culture-marked by a messianic devotion to the bottom line-is more similar to that of Wells Fargo & Co., a company Mr. Cameron has always deemed "inhumane," said Thomas K. Brown, a bank analyst at Donaldson, Lufkin & Jenrette.

Mr. Grundhofer worked at Wells for 12 years before departing to run First Bank in 1990.

Mr. Brown says Mr. Cameron would probably have preferred Norwest Corp. as a buyer, as its chief executive officer, Richard M. Kovacevich, is more like him.

Norwest is believed to have been one of the handful of banks interested in U.S. Bancorp, but analysts said it was not willing to match First Bank's rich offer.

Nevertheless, Mr. Cameron may be perfectly suited to bridge cultural divides and get the two sides thinking as one, analysts said.

The tall, stout Mr. Cameron rose to prominence at U.S. Bancorp under similar circumstances, when the bank branched into Washington in 1987.

The company had just acquired several banks in Washington and sent Mr. Cameron there to help bring them together.

Within a couple of years, the new operations were not only running smoothly but became even more profitable than the 100-year-old Oregon bank. Mr. Cameron, then 48, was promoted to CEO of the Washington affiliate.

"I would've been happier than a clam at high tide to stay there for the rest of my career," he said. But in the winter of 1993-94, spiraling costs and unsuccessful ventures in other states led to a management shuffle at the holding company.

It swept aside Roger Breezley, who had been chief executive officer for the previous seven years.

"The only guy left standing was Gerry Cameron," said Mr. Tejera. "So the board turned to Gerry as someone who knew the company backwards and forwards."

At the time, Mr. Cameron was forced to make the kinds of tough decisions that are usually associated with Mr. Grundhofer, namely, a reduction of more than 1,700 jobs, or about 10% of the total.

The process was particularly wrenching for Mr. Cameron, who saw the bank as family - literally. He met his wife, Marilyn, while she was working as a secretary there in June 1959.

John Elorriaga, the imperious chairman of the company in the 1970s and 1980s, was like a father to Mr. Cameron, whose real father left home when he was 6 years old.

U.S. Bancorp even put Mr. Cameron through Portland State University on a scholarship. He began working at the bank at age 17 as a part-time bookkeeper's apprentice.

He said those ties made agreeing to the acquisition the hardest decision of his life.

But Mr. Grundhofer was as committed to acquiring the Oregon-based company as Mr. Cameron was to keeping it independent.

Though he didn't make a formal overture to Mr. Cameron until last November, Mr. Grundhofer began the courtship much earlier, according to Mr. Cameron.

Aware that Mr. Cameron is an avid golfer, Mr. Grundhofer called a couple of times after Mr. Cameron became CEO, asking if he'd like to play at the Augusta National Golf Club, the home of the Masters tournament.

"He knew I was dying to do it, but I knew that this didn't sound good," Mr. Cameron said. Mr. Cameron kept putting him off, while trying twice as hard to line up a game at the club. The next time the Minnesotan called, Mr. Cameron wanted to be able to tell him that he had already played the venerable Georgia course.

Last June, despite Mr. Cameron's efforts, the two chief executives crossed paths in Sydney, Australia, at an international conference. "I told my wife before we went, 'Whatever you do, don't start talking to the Grundhofers,'" Mr. Cameron said, smiling.

Nevertheless, at a reception Mr. Cameron found his wife conversing with the Grundhofers, not realizing who they were. Mr. Cameron said he quickly swallowed his wine and moved on.

Mr. Grundhofer finally got serious in November. He called Mr. Cameron and convinced him to meet.

Shortly before Thanksgiving, the two holed up in a room at the Sheraton Hotel at the Portland airport for a three-hour dinner.

"He put a number on the table that I had to pay attention to," Mr. Cameron said.

The offer was one of "multiple" bids the company had received from other banks, said Mr. Cameron, who would not be more specific.

As compelling as the proposal was, however, the deal almost did not happen.

As recently as U.S. Bancorp's Feb. 20 board meeting, the directors voted to remain independent and continue on a five-year plan to make major investments in new technology, Mr. Cameron said. But some of the directors had second thoughts, primarily because the offer was so good.

Another meeting was called for March 11. "I told the board that when you walk out of this room today, whatever your decision is, I don't want any more meetings," said Mr. Cameron. The board voted to reconsider Mr. Grundhofer's offer.

Eight days later, the directors of both companies approved the merger. First Bank's technological edge and its more attractive prospects for revenue growth, particularly through fee-generating businesses, made staying independent hard to justify, Mr. Cameron said.

Though he's looking forward to spending more time with his wife in their new Palm Desert, Calif., vacation home, Mr. Cameron's work in the next 20 months may be the most demanding of his four-decade career.

"I will be calling on customers and doing everything I can personally to help our people through this," he said.

Subscribe Now

Access to authoritative analysis and perspective and our data-driven report series.

14-Day Free Trial

No credit card required. Complete access to articles, breaking news and industry data.