The way William M. Crozier Jr. sees it, he is sitting in the catbird seat.

As head of BayBanks Inc. Boston's most visible consumer bank, Mr. Crozie; is calling the shots at a company lots of other banks would love to own.

The colorful executive, who in the past has taken swipes at regulators and competitors, is doing little these days to quash talk of a potential sale. In fact, he seems ready to fuel it. But he makes clear that any deal would be done on his terms.

Down-to-earth Attitude

"Our aim in life is not necessarily to stay independent like some sort of bunch of bluebirds somewhere forever wild," the 61-year-old chairman and chief executive said during a recent interview from BayBanks' gleaming new technology center in Waltham, Mass.

"Our aim in life is to govern our own destiny." Indeed, bankers who have scouted New England say Mr. Crozier would drive a hard bargain before selling out. The company is dead set on maintaining "the right to choose" the way it relinquishes its independence, Mr. Crozier said. "We want to retain our freedom of choice."

Some analysts believe it will be three to five years before Mr. Crozier actually sells the organization he joined nearly 30 years ago. By that time, he might be ready to retire.

I don't think Bill is diametrically opposed to selling the bank," said Thomas Theurkauf, an analyst at Keefe, Bruyette, & Woods inc. "But both he and his management team have an agenda for the next few years to return the bank to top-notch profitability."

What makes BayBanks so attractive is its stellar retail franchise. In Boston and its environs, BayBanks' green-and-white logo is, as Mr. Crozier puts it, as ubiquitous as McDonald's golden arches.

The 65-year-old company boasts more than 200 branches, 1,004 automated teller machines, and a primary banking relationship with 18% of all Massachusetts' households, according to data compiled by the bank and this newspaper.

Such market penetration ranks BayBanks, which has $9.6 billion of assets, well ahead of larger competitors, including Fleet Financial Group, which became its arch rival when it bought the former Bank of New England franchise. Fleet ranks second in primary household relationships, with 8% of the Boston market.

Real Estate Angst

Like many other companies, BayBanks struggled with the New England economy in the early part of the decade. In 1990, it posted a loss of $69.8 million, as its real-estate-dominated credit costs -- loan-loss provisions, writedowns, and foreclosed property expenses -- reached $304.5 million.

By the end of last year, the company was on the rebound. Expenses related to problem assets had declined to $152.3 million, permitting the company to report a profit of $59.2 million. BayBanks earned $12.8 million, or 68 cents a share, in the first quarter and is expected to weigh in with a strong 72 cents a share when it reports second-quarter earnings this week.

Mr. Crozier said he is confident that credit costs are going to continue their steady decline this year. And that could mean more money to pour into BayBanks' retail business, the chief engine of its growth and profitability.

BayBanks has a history of wooing customers with a unique mix of technology and marketing smarts. In a recent marriage of the two, it mailed customers a glossy catalogue of its products, allowing them to shop for banking services via a toll-free telephone number, 24-hours a day.

"They are easily among one of the top three retail banks in the U.S.," said Thomas D. McCandless, an analyst at PaineWebber Inc.

BayBanks' own ATM network, dubbed X-Press 24, allows customers to perform all standard banking transactions -- and then some. Cardholders can obtain mini-statements of their accounts, find out if checks have cleared, and at some locations purchase U.S. postage stamps.

Keeping It Simple

The machines even boast a customized feature that allows a cardholder to receive a predetermined amount of money when a "fast cash" key is pressed.

"The ATM is sort of symbolic of what makes us different," said Lindsey C. Lawrence, president of BayBank Systems Inc., the company's technology arm. "We make it simple for customers. We really understand what they need and. then use technology to give it to them."

As Mr. Crozier will tell you, that is no easy feat for a banking company that has just 6,300 employees. He also readily admits that BayBanks' small size relative to its competitors puts a strain on monetary and human resources.

Ms. Lawrence's group, for example, is close to unveiling a new ATM feature that allows customers to move money among their own accounts and those of other members of their households with a single card. But the "XPress-link" service, a version of which has been introduced by Citibank, works better with touch screens than with the keypad technology that BayBanks has, Ms. Lawrence said.

Citicorp developed its touchscreens machines in-house, a luxury that BayBanks cannot afford. That makes it reliant on outside ATM vendors who are currently working on some projects with the company.

Some Close Calls

"We do live a life here that is a little more hair-raising than some," Mr. Crozier said. "In many, many things we have done, we get the car across the tracks right before the train comes."

The latest example was the introduction in March of BayFunds, a proprietary family of six mutual funds. Fleet beat BayBanks to the punch by selling its family of funds through its branches 18 months ago, and Shawmut National Corp. introduced its fund family in February. Bank of Boston entered the fray in June.

BayBanks is not charging any sales fees on its funds. It is also including mutual fund transactions on its regular bank statements, and is developing a system that will allow customers to access their funds via ATMs.

Mr. Crozier points to the development of BayFunds, which cost the bank $5 million, as evidence of how the company invests even in the face of New England's enduring economic downturn.

"The retail side of the business rings the cash register," he said. "It's great stuff, and I just love it."

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