H. Rodgin Cohen, the merger and securities specialist who has shepherded many major bank combinations over the past two decades, has been named chairman of Sullivan & Cromwell, the New York law firm.

Mr. Cohen, 55, a partner of the firm since 1977, will succeed Ricardo A. Mestres Jr. Mr. Mestres plans to retire in line with the firm's policy of retiring at the end of the year in which a partner turns 67. He will reach that age next year and Mr. Cohen is expected to take over as chairman in the second half of 2000.

Mr. Cohen, who will continue his practice, said Monday that he expects new challenges under the financial modernization legislation signed into law by President Clinton on Friday.

"I was recently asked if this legislation made me a little unhappy after all the time and effort I'd spent trying to get around the previous barriers," he said. "To the contrary, financial industry consolidation is going to accelerate and there will be huge numbers of new issues and questions to be resolved."

Mr. Cohen was a legal strategist in some of the earlier efforts by U.S. banks to break free of the geographic and product-line restrictions that long defined the industry, including some of the first interstate banking combinations.

The roster of large bank mergers in which he played a role includes Norwest Corp.'s acquisition of Wells Fargo & Co., which became known as Wells Fargo & Co.; First Union Corp.'s acquisition of CoreStates Financial Corp.; Chemical New York Corp.'s merger with Chase Manhattan Corp., now known as Chase Manhattan Corp.; the NationsBank (now Bank of America) acquisition of C&S Sovran; and Society Corp's acquisition of KeyCorp.

Mr. Cohen also played a role in several hostile transactions, notably Bank of New York's takeover of Irving Bank, Wells Fargo's purchase of First Interstate, and the failed initial bid by NCNB Corp., a predecessor of Bank of America Corp., to buy Citizens & Southern Corp.

Among the important transactions that he said "helped move the goalposts" was Mellon Bank Corp.'s acquisition of Dreyfus Corp., which "opened up affiliations between banks and mutual fund companies," Mr. Cohen said.

Sometimes, legal passages such as branch-relocation provisions were put to unusual uses to facilitate interstate banking, but Mr. Cohen said "nobody likes to see progress made only by loophole. There is an inherent unfairness in that. Hopefully, you do it in the interest of a more rational system."

Mr. Cohen has also worked on a number of foreign and cross-border transactions, including Societe Generale-Paribas, Mitsubishi-Bank of Tokyo, and Credit Suisse-First Boston.

In the securities arena he has worked on numerous bank public offerings, including the first ever in the United States by a foreign bank -- Britain's Barclays Bank.

In addition, Mr. Cohen has participated in the resolution of a number of bank failures, including Continental Illinois Corp. of Chicago, First City Bancorp. of Houston, Southeast Banking of Miami, Franklin National of New York and Bank of New England of Boston.

He also represents the New York City Clearing House Association, whose membership consists of the major New York banks.

Mr. Cohen is a graduate of Harvard College and Harvard Law School.

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