When Philip G. Heasley left his job as president and chief operating officer of U.S. Bancorp in August, he gave a simple reason - he wanted to be a chief executive officer.

Mr. Heasley got his wish - in a way - on Tuesday when he was named chairman and CEO of First USA and a member of the management committee of its parent company, Bank One Corp. He will assume these posts Jan. 1.

He said the job offer from Bank One CEO James Dimon was sudden and unexpected.

Mr. Heasley, who is credited with challenging American Express Co. and building U.S. Bancorp's commercial Visa card business into the largest of any banking company's, said that when he left U.S. Bancorp in Minneapolis, he had never met Mr. Dimon. He intended to take six months off but began "talking to a lot of people" about job possibilities.

Mr. Dimon was introduced to Mr. Heasley "through a third party," and made him an offer, he said in an interview Tuesday. "Up to a week or so ago I had the opportunity to go to a dozen different places. Of those choices my one, two, and three was First USA."

Before his surprise resignation from U.S. Bancorp, Mr. Heasley's name had been brought up as a likely successor to chairman and CEO John F. Grundhofer. That was before U.S. Bancorp agreed to merge with Firstar Corp., the banking company run by Mr. Grundhofer's younger brother Jerry.

Given Mr. Heasley's broad experience in running banking operations at U.S. Bancorp, industry observers speculated Tuesday that he might be headed for even higher posts at Chicago's Bank One.

Mr. Dimon, who took over Bank One after leaving Citigroup, has favored executives from his corporate alma mater, and Mr. Heasley spent 13 years at Citicorp before joining U.S. Bank in 1987. But at 51, Mr. Heasley is seven years older than Mr. Dimon, so he could hardly be called an heir apparent.

Mr. Heasley, who is chairman of the board of Visa U.S.A., is to take over the leadership of First USA from William P. Boardman, vice chairman of Bank One, who plans to retire in June. Coincidentally, Mr. Boardman is chairman of Visa International and was Mr. Heasley's predecessor as Visa U.S.A. board chairman.

In October of last year Mr. Boardman agreed to run Bank One's troubled cards business temporarily while a replacement was sought for Richard W. Vague, who had founded First USA and sold it to Bank One but took the fall for the division's profitability stumbles last year.

Joseph Duwan, senior vice president at Keefe, Bruyette & Woods Inc., said that Mr. Boardman "has stabilized the operation and now Jamie Dimon is looking to grow the business."

James Shanahan, a veteran credit card executive who is now managing partner at Business Dynamics Consulting Inc., said that Mr. Heasley "has a reputation for being a 'get it done' kind of person," which "is what that environment needs right now."

Mr. Shanahan predicted that Mr. Heasley would gain broader responsibilities at Bank One once First USA's house is in order. The Wilmington, Del., subsidiary's troubles have included a sharp drop in revenues and widespread consumer complaints about fees and interest rates.

"He won't end up doing this job for more than two to three years before getting promoted to a higher level within the bank," Mr. Shanahan said. "This is not a long-term career move."

Industry observers said Bank One is lucky to get Mr. Heasley.

Some speculated that he may try to build a commercial card business at First USA, but Michael Plodwick, an analyst at UBS Warburg, said that first he must "stop the bleeding" in that division. "The last couple of quarters' earnings have improved but largely through lower expenses, not top-line expansion," Mr. Plodwick said.

Jerry Craft, a longtime bank card industry executive who runs Inficorp, an Atlanta portfolio management firm, said First USA has had declines in market share and managed loans during the past year but its "credit quality is looking better." He called Mr. Heasley "a seasoned payments systems executive" who could turn things around.

Bradley S. Vander Ploeg, an analyst at First Union Securities, said that First USA "has made progress to stem the outflow of customers." Mr. Heasley "must turn the focus back to growing," he said.

During a third-quarter conference call, Mr. Dimon "alluded to the fact that Bill Boardman would be looking to step down," Mr. Vander Ploeg said. Now Mr. Dimon "has his man in charge."

Mr. Boardman said that, as a member of Bank One's management committee, Mr. Heasley will be sought out for expertise in areas besides credit cards. He called the hiring a "twofer," saying, "We have the opportunity to have someone head and shoulders above anyone else to run First USA, and we have the additional benefit of having someone intimately familiar with data processing and retail banking."

David Breitkopf contributed to this article.

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