At NationsBank, McColl Controls The Board Seats

Hugh L. McColl Jr., chairman of NCNB Corp., likes to describe his C&S/Sovran Corp. merger partners as "teammates." But there is no mistaking who is the team captain.

To a degree unprecedented in bank mergers, Mr. McColl will hold the levers of power. Among his most significant victories, Mr. McColl won the right to approve or reject nominees to the merged entity's board of directors. Also, he will have a free hand in determining who will serve in the top management structure and how it will work.

The power to choose board members is especially significant because the directors can be crucial to corporate governance.

In another interesting twist, the merger agreement will eliminate all bank officers on the board of the combined company except two: C&S/Sovran's chairman and chief executive, Bennett A. Brown, who will be chairman of NationsBank, and Mr. McColl, who will be chief executive and president.

As for outside directors, C&S/Sovran will contribute 10 from its current board.

In addition, 19 of NationsBank's outside directors will hail from NCNB. That number is expected to decline with planned retirements, but there is no question that the NCNB contingent will remain large enough to ensure a solid majority.

15 Directors to Lose Out

C&S/Sovran now has 25 outside directors. That means 15 will lose their positions, along with their annual fees, which amount to a minimum of $20,000 per director.

Monday's merger announcement listed five top executives to be drawn from NCNB and C&S/Sovran who will have major operating positions in the merged banking company. But none of these men, including Mr. Bottorff, have guaranteed titles or responsibilities; all that will be determined by Mr. McColl after the merger is consummated, expected by yearend.

Mr. Bottorff said he and Mr. Brown had decided early in the negotiating process to leave organizational details to Mr. McColl. "I said to Hugh McColl, |I want to leave you the flexibility to determine how to organize the company. You're putting together two organizations, and it's going to take some study to figure out the best way to run them.'"

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