The merger boom is bringing bigger and bigger windfalls to bank chiefs who opt to sell.
CoreStates Financial Corp. chairman and chief executive officer Terrence A. Larsen is expected to ultimately reap nearly $100 million from selling his bank to First Union Corp. That counts salary, bonus, stock and options, and other payments to him and his family.
But investment bankers say Barnett Banks Inc. chairman Charles E. Rice cashed in even more by selling to NationsBank Corp. His Barnett stock options alone were worth about $45 million.
Those packages tower above what was being doled out just two years ago. Back then Andrew B. Craig 3d raised some eyebrows by selling his Boatmen's Bancshares to NationsBank and walking away with $3 million a year in pay and restricted stock valued at $9.1 million.
"Up-front payments to the CEOs have become outsized, and this will continue," said Thomas H. Hanley, bank analyst at UBS Securities. "Is this good for the shareholders? That's something else."
Adds Robert L. Tortoriello, a partner at the law firm Cleary, Gottlieb, Steen & Hamilton: "There is a sense that these packages have gone sort of to the limit."
It's difficult to quantify the growth precisely. For one thing, the Securities and Exchange Commission required far less disclosure of the packages two years ago. Also, most of the growth has come in stock, stock options, retirement benefits, and other noncash perks.
Still, there is ample evidence that both Mr. Larsen's and Mr. Rice's packages go where no banker's golden parachutes have gone before.
For example, both men are to receive big stock option grants not only when the merger closes, but also one year later. And in Mr. Rice's case, he will get another grant of 200,000 options on the second anniversary of the Barnett/NationsBank merger. Such additional equity grants occurred seldom, if ever, in bank deals until last year, merger advisers say.
Mr. Larsen is also to receive $2.5 million annually in salary and bonus for five years working as a vice chairman for First Union. He is also to receive a $1 million annual pension after he retires, and his family will be eligible for $20 million in death benefits. Additionally, he will be able to exercise CoreStates options worth $26.1 million when the merger closes, according to a regulatory filing.
He collects these perks whether or not he remains employed by First Union for the duration of his contract.
Mr. Larsen's contract is modeled on Mr. Rice's, a source familiar with the negotiations said. Indeed, it is common for merger partners to look at other recent deals when arranging compensation packages.
"The terms of each transaction are well-informed by the previous transaction," observed Andrew M. Senchak, executive vice president at Keefe, Bruyette & Woods, who was not involved in the CoreStates or Barnett sales.
Some analysts say the soaring value of these packages are simply the result of executives looking for a last big payoff.
"In their final moves, CEOs think about themselves; that's human nature," said Mr. Hanley of UBS.
But compensation consultants and merger advisers say acquirers bear more responsibility for pumping up the deals.
Dave Simmons, principal for executive compensation at Towers Perrin, says companies typically devise their own compensation agreements to cover a company sale, but that buyer are offering even more to ensure a deal gets done.
"These offers are being pushed from the other side to smooth the way," said one adviser close to CoreStates. "In the end, the amount of money being paid is not material to the acquiring company."
A CoreStates spokesman said "compensation practices here are consistent with those at First Union," and a First Union spokesman observed that Mr. Larsen's contract "is in line with compensation for chief executives for other bank mergers of similar size." NationsBank declined to comment for this article.
In 1995, when big mergers started to come fast and furious, payouts were modest by today's standards.
For example, Garry J. Scheuring, the chairman, chief executive, and president of Midlantic Corp., received $650,000 in salary and an equal amount in bonus for selling his bank to PNC Bank Corp. and becoming a vice chairman there. No information about stock, stock options, or retirement benefits was disclosed.
And when First Union acquired First Fidelity Bancorp, the buyer agreed to pay the seller's president, Anthony C. Terracciano, an annual salary and bonus of not less than $2 million per year, according to a regulatory filing. He was also to receive $1.2 million of annual income upon retirement, and his estate is to receive $3 million upon his death.
Mr. Terracciano, who until recently served as president of First Union, also became eligible for First Union's executive compensation programs.
But today, with the biggest banks eyeing a handful of targets that would deliver the nationwide scope they crave, it seems likely that the next executive at a big bank who elects to sell can expect a golden parachute more like Mr. Larsen's or Mr. Rice's.
Mr. Rice, who was not under the same pressure to sell his bank as Mr. Larsen, got a parachute unequaled by any banker.
He is to receive $3.5 million in annual salary and bonus-or more. Under no circumstances is he to make less than NationsBank chief executive Hugh L. McColl.
He also got 250,000 NationsBank shares, plus options on 200,000 more in each of the next two years. He is also to receive an annual pension of $1.825 million after he retires.
Although Mr. Rice is no longer chairman or chief executive of a bank, he will be granted "continuing entitlement to perquisites generally provided at the same level as Barnett," according to a regulatory filing. Among other things, advisers say, that means he'll have access to NationsBank's corporate jet.