Executive compensation specialist Graef Crystal recently took aim at the top officers involved with the megamergers of BankAmerica Corp. and Chemical Banking Corp.

Writing in Pension & Investments last week, Mr. Crystal said that bank mergers "divide employees into two classes: Those who get paid off and those who get laid off."

Then he raged about the hefty post-merger bonus paid to Roger Smith, former chief executive of Security Pacific Corp. "It is natural to feel sad for the chief executive officer of a company that is taken over by another; but in the case of Roger Smith, the tears don't flow easily."

He skewered Mr. Smith for receiving $2.1 million in stock and bonuses during the merger with BankAmerica and another $2 million severance package when he resigned six months later. "He will arguably be operating with a somewhat higher margin of comfort" than many thousands of other laid-off bankers, Mr. Crystal concluded.

The compensation specialist then turned his sights to John McGillicuddy, Chemical's chief executive, and Walter Shipley, who became chief operating officer after the acquisition of Manufacturers Hanover Corp.

He argued that Chemical's '91 profits hardly justified the bonuses paid to the two executives, pointing out that neither officer earned a bonus in 1990. Yet last year, when the merged company performed worse than the separate companies had in 1990, according to his calculations, Mr. McGillicuddy received $1.2 million and Mr. Shipley got $950,000.

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