For the first time since 1990, Visa U.S.A. Inc. has a new board chairman.

William P. Boardman, senior executive vice president of Bank One Corp., was elected to the post during Visa International's annual all-boards gathering late last month in Buenos Aires.

Mr. Boardman, 57, who is well known in the banking industry for spearheading the mergers-and-acquisitions strategy of the old Banc One Corp. of Columbus, Ohio, succeeded Will F. Nicholson Jr., who had become something of an institution on the domestic Visa company's board.

Mr. Nicholson served 12 years as a director and eight as chairman, staying three years past his retirement as chairman of Colorado National Bankshares, now part of U.S. Bancorp of Minneapolis.

Carl F. Pascarella, president of Visa U.S.A., called Mr. Nicholson a "phenomenal leader." Mr. Pascarella said his own decision in 1993 to move to Visa U.S.A. from the Asia-Pacific affiliate was heavily influenced by Mr. Nicholson's stable presence.

Mr. Pascarella said the transition to Mr. Boardman was right for the times, as Visa is dealing with "a host of issues in the banking and payments landscape the likes of which we have never seen," ranging from industry consolidation to new technologies to new forms of competition.

"Alliances and joint ventures are more and more the paradigm of the day," Mr. Pascarella said in an interview last week, and Mr. Boardman has done a lot of that kind of thinking in 15 years with Bank One. The bank traces its Visa involvement back to the BankAmericard era in the 1960s and is now one of the top three card issuers.

With debit cards and commercial cards growing faster than the core credit business, "we have to be as relevant on the retail side of the bank as we have been on the credit card side," Mr. Pascarella said. "It will be important to get direction from folks like Bill as we change the way we behave, becoming more of a strategic partner" of member banks.

Mr. Boardman, a Visa director for more than three years, said, "I am obviously pleased to take on this assignment," which he described as policymaking and advisory in nature. He called Visa "one of the most successful joint ventures anyplace in the world-and certainly in the financial services industry.

"We could be complacent and rest on our laurels, but that is not the mind-set of this group," Mr. Boardman said. "We want to make sure that Visa changes with its changing industry" as it faces aggressive competition, margin pressures, and other strategic challenges.

He suggested he will dive into the Visa U.S.A. role, devoting "as much time as it takes." He likened the flexibility required to his M&A activities at Bank One-he just moved to Chicago in the wake of its acquisition of First Chicago NBD Corp.-which "ebb and flow" depending on market cycles.

Mr. Pascarella, meanwhile, said he looks to his chairman as a "focal point and sounding board," particularly between board meetings, and said he already has a constructive rapport with Mr. Boardman.

"The importance of a chairman takes on a different complexion in this environment," Mr. Pascarella said. "If the chairman has the creativity and background that Bill has, it brings us a whole new dimension."

The Visa U.S.A. board consists of 12 bankers, Mr. Pascarella, and Visa International chief executive officer Malcolm Williamson. They have at their disposal the 959 Visa U.S.A. employees, but Mr. Boardman pointed out that "an association is a different animal ... not as simple as a for- profit model."

He said Visa U.S.A. is fortunate to be one of only two single-country regions-Canada is the other-in Visa's governance structure, along with autonomous entities for the European Union, Latin America, Asia-Pacific, and CEMEA (Central Europe, Middle East, Africa) regions.

That puts a sizable and talented staff at the board's disposal, with an impressive 52% share of the U.S. card market to build on. Visa projects that its share of $5.8 trillion in personal consumption expenditures this year will be 10.4%.

Given the diversity of the board and membership-banks of many sizes and geographical locations-Mr. Boardman said he will be concerned with maintaining "mutual trust and confidence" and "aligning what the staff does with the hoped-for consensus of the members."

Taking its biggest leaps through the acquisitions of First USA Inc. and First Chicago, Bank One has grown in less than two years from $9 billion to $60 billion in receivables, Mr. Boardman said. He sees no letup in the industry's consolidation and Bank One's desire to be at the forefront of it.

It typifies a strategy based on growth and scale. But he said he is well aware that many banks will make other decisions, perhaps making agent agreements with larger card-issuing banks while wanting to keep a strong hold on, and brand connection with, their customers.

Mr. Boardman spoke approvingly of Mr. Pascarella's message to his staff last week that Visa is "reviewing its entire organizational structure" to assure its relevance and to restructure and redirect energies where necessary.

Mr. Boardman said he intends to support that process and help identify issues needing attention. And Mr. Pascarella vowed that "you'll see a stronger and more focused Visa than ever before."

MasterCard International also changed chairmen this year. Chase Manhattan Corp. vice chairman Donald L. Boudreau rose to the top of MasterCard's single-board structure in April, succeeding Joseph W. Saunders, formerly of Household International and now of Fleet Financial Group.

Visa's international chairman remains Peter Ellwood, group chief executive of Lloyds TSB, London.

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