Former First Security Chief’s Assignment at Wells: Image

SALT LAKE CITY — Spencer F. Eccles has sold the family business to Wells Fargo & Co., but he hasn’t gone away just yet.

Mr. Eccles, 64, who was the third family member to run First Security Corp., which at $22.5 billion of assets was Utah’s biggest banking company, is an important figure in the community here.

And although he will not be running the company anymore, as part of the deal struck with San Francisco-based Wells last year he has agreed to stick around for four years to facilitate a smooth transition.

“We’ve been an integral part of this area for so long, since my great-grandfather came from Scotland in 1863, and certainly since he was involved in banking in the 1880s,” Mr. Eccles said.

His role will be more image than management.

Though he is now a Wells Fargo director, chairman of First Security Bank NA’s internal board and Wells Fargo’s intermountain region, and has retained the large executive suite at First Security’s historic headquarters in downtown Salt Lake, no business lines report to him. The four senior Wells executives responsible for running the integration, two of whom are bank presidents in the intermountain region, report to out-of-state executives.

Thus, Mr. Eccles’ part in ensuring that the merger goes smoothly is largely that of a consultant and, more important, the most public representative of the acquired institution and its employees.

“I won’t be making direct decisions on operations, but I’ll be making sure that the integration internally is taking place” and that customers, businesses, and the general public think it has gone well, he said in a late-January interview at the former First Security’s Salt Lake headquarters.

His role is also to ensure that “it’s the same faces and people here,” he added.

The image portrayed to employees and customers is particularly vital with this union, which happened as a rebound of the failed merger attempt between First Security and next-door rival Zions Bancorp. just over a year ago.

That deal, which had been touted by executives at both companies as a way to fend off out-of-state consolidation pressures and keep a banking company headquartered in Salt Lake City, fell apart in a widely publicized dispute over an earnings shortfall at First Security.

Mr. Eccles now says he thinks the organization is better off long-term with the Wells Fargo deal.

But the situation, and especially the way his role in it was portrayed in the local media, has left a bitter taste in his mouth.

In fact, he only agreed to an interview after vetting the kinds of questions he would be asked and receiving repeated assurances that the scotched merger with Zions would not be a subject of discussion.

“I probably won’t go down this road again,” he said at the close of the interview.

Mr. Eccles, who agreed to a sale to Wells Fargo just over a week after the deal dissolved, is not alone in wanting to put that situation far behind him. Down the street at Zions headquarters, Harris Simmons has vowed to stay away from deals in which the bank would have to relinquish too much management control.

And Mr. Eccles, who sits on three of the family’s foundations and is the president of one, has a particular interest in making sure that the First Security deal is successful for the parent company.

Thanks to their holdings in First Security, Mr. Eccles and his family’s trust and foundations own more than three million shares of Wells Fargo & Co. — which were trading at about $50.13 a share on Friday — more than any other director of the company.

The Eccles family’s stake, along with the holdings of other First Security stockowners, would have fared better under the original deal with Zions, which offered 0.442 of a share in the new company for every First Security share. The Wells Fargo deal offered 0.355 of a share. At $2.8 billion Wells Fargo’s deal price for First Security was about $3 billion below what Zions would have paid.

Still, Mr. Eccles walked away with a compensation package that was nothing to sniff at.

According to Wells Fargo’s most recent proxy statement, the company gave him a cash payment of $1 million when it completed the acquisition in October, in addition to an annual salary and cash bonus of at least $800,000. When he retires in 2004 he will receive a retirement benefit of $1 million a year.

“Wells sweetened the pot for Spence,” said one former First Security executive.

In his current role as a sort of father figure for legacy First Security employees and culture, Mr. Eccles is in his element. Acquaintances note his reputation for charisma and knowledge of every employee’s name, down to tellers and secretaries.

And it is not much of a stretch to say that his life has been the bank.

Long before he came on board First Security only a year out of business school, Mr. Eccles was fed a diet of banking stories from uncles who ran First Security in turns. The older one, Marriner, founded First Security Corp. in 1928 as the first multistate bank holding company and later achieved national fame when Franklin D. Roosevelt named him chairman of the Federal Reserve Board, which later named its headquarters building in Washington after him.

“I don’t think a board meeting went by when he didn’t mention Marriner Eccles,” said Joseph G. Maloof, a former board member of First Security and the current owner of the Sacramento Kings basketball team.

These deep roots have come in handy for outside executives involved in the day-to-day aspects of the merger.

Linda Petty, a Wells Fargo president placed in Salt Lake as chief transition manager, says she seeks advice from him frequently on decisions related to the integration. “His whole history knowing the community and the bank is essential to what we’re doing,” she said by phone Thursday.

Mr. Eccles said that until he retires on his 70th birthday in 2004 he will probably spend more of his time on civic than on banking matters as the integration progresses.

“Right now, because I was so involved in the community before, it just seems like it’s exactly the same,” he said.

His position in local affairs and business has enabled him to hobnob with the celebrities that frequent the famous slopes east of the city. Against one table leaned a group photo that includes Mr. Eccles — an avid skier — and Clint Eastwood after their participation in a race at Sun Valley, Idaho. He also mentioned that Bill Cosby attended the opening of the new George S. and Dolores Dore Eccles Center in Park City, Utah.

Mr. Eccles and his family were some of the biggest supporters of the bid to get the 2002 Winter Olympics to the state and was set to attend a meeting of the Salt Lake Olympic Committee that day after work.

He is tied to several family foundations supporting work that ranges from a grant to the Fort Douglas Olympic skiing site to the David Eccles School of Business at the University of Utah. (Mr. Eccles is a treasurer at the university.)

In what Mr. Eccles referred to as a “parallel course,” the Eccles foundations have always acted in tandem with First Security in making their community investments.

So when 289 branches in seven states start changing their signs to Wells Fargo in late April, the Eccles will not go away but will remain plastered on schools, theatres, scholarships, and social programs.

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