SAN FRANCISCO - In a move that surprised BankAmerica watchers, the company has given vice chairman Thomas E. Peterson, 60, control of the bank's retail activities.

The promotion was a shocker because another BankAmerica Corp. vice chairman, Luke S. Helms, had been widely viewed as the rising star in the retail area.

Mr. Helms, 51, is now reporting to Mr. Peterson, who reports in turn to David A. Coulter, the designated successor to chairman and chief executive Richard M. Rosenberg.

Meanwhile, Mr. Rosenberg, who steps aside as chief executive on Jan. 1, has carved out a specific responsibility for himself. He has announced he will run a new business unit that will handle both retail and wholesale marketing.

John Keane, a spokesman for $227 billion-asset BankAmerica, said it is not clear how long Mr. Rosenberg plans to continue in that role.

Observers said the assignment plays to Mr. Rosenberg's strengths. He comes from a marketing background and his reputation within the profession was underlined this week with his election to the newly created Bank Marketing Association Hall of Fame.

But analysts were also surprised that a chief executive nearing retirement would put himself in a position to have a strong hand in management, perhaps even past Jan. 1.

"It's unusual for a retiring CEO to be slotted into a continuing role in the company other than as a board member," one Wall Street analyst said privately.

The top-level changes were revealed in a letter Mr. Rosenberg sent to BankAmerica employees on Aug. 31.

The significance for Mr. Helms was unclear. From outside the company, he appeared to be on the rise. After being credited with turning BankAmerica's Seafirst unit in Seattle into a top performer, he had been given broad banking responsibilities spanning 10 western states. And by helping turn the Bank Administration Institute's Retail Delivery Systems Conference into one of banking's biggest events, he gained national recognition as one of the industry's visionaries.

Mr. Helms was mentioned as a possible successor to Mr. Rosenberg until Aug. 8, when the bank announced that Mr. Coulter, vice chairman and head of wholesale banking, had gotten the nod.

Still, Mr. Helms is seen as one of BankAmerica's best executives. Some observers say BankAmerica would be hurt if he moves elsewhere - which is seen as a distinct possibility now that he has been passed over twice for possible promotions.

"Luke Helms could run a lot of the big banks in the country," said Robert H. Smith, the former chief executive of Security Pacific Corp., who served briefly as chief operating officer of BankAmerica after its merger with Security Pacific in 1992.

Mr. Keane, the BankAmerica spokesman, said the management change was not a demotion for Mr. Helms, since he oversees the same areas as before - retail banking in California, small-business banking, and BankAmerica's affiliates in nine states outside of California.

Mr. Peterson, some noted, is also held in high regard. He came to BankAmerica in 1987 from Wells Fargo & Co., also Mr. Rosenberg's alma mater, where he helped develop the automated teller machine system. Mr. Peterson was responsible for all of BankAmerica's retail activities from 1990 until 1993, when his world was divided with Mr. Helms'.

Mr. Peterson's purview, in addition to supervising Mr. Helms, includes ATMs, electronic banking, mortgage banking, and credit cards. He represents BankAmerica on the Visa association boards, and he engineered the company's recent acquisition, with NationsBank Corp., of Meca Financial Software, a bank-owned entry in the race with Microsoft Corp. and Intuit Inc. for the personal-finance software market.

Sources close to Mr. Peterson said he has expressed his intention to retire. They also said Mr. Helms and Mr. Peterson have a good relationship, and Mr. Helms presumably would be the leading contender to succeed Mr. Peterson at the head of the retail bank.

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