SAN FRANCISCO -- As Phillip R. Boyce prepares to sell Pacific Western Bancshares, he once again finds himself dogged by controversy about his compensation.

Less than two weeks ago, Mr. Boyce announced a deal to sell his San Jose, Calif., bank company to Detroit-based Comerica Inc. for about $135 million in stock.

About 6 million will go directly to Pacific Western's chairman and chief executive to cover severance and stock options packages, according to analysts who have studied the company's proxy.

And that doesn't count the value of his nearly 600,000 Pacific Western shares, which will bring in roughly $6 million more.

It also doesn't include the value of a life insurance policy Mr. Boyce will get or of Comerica's picking up his federal tax tab on certain benefits.

Nearly $10 million of Comerica's purchase rice is earmarked for Mr. Boyce as compensation or benefits, said several sources familiar with the acquisition agreement.

Some observers believe the sum is out of line for the CEO of a community bank with $1 billion of assets.

"He put his personal interests a head of the shareholders'," said Campbell K. Chaney, analyst with Dakin Securities, San Francisco.

What especially irks Mr. Chaney and other critics are stock options granted to Mr. Boyce and some senior colleagues at the bank in July 1992.

With Pacific Western's stock trading at a four-year low of about $4 per share, the company's board canceled outstanding options with exercise prices roughly twice the stock's market value, according to the 1993 proxy.

Could Collect $2.4 Million

Instead, Mr. Boyce was given 212,235 new options with exercise prices ranging from $3.83 to $5.75. Within weeks of the arrangement, he hired the investment banking firm Morgan Stanley & Co. to find a buyer.

Now, with a sale price of about $10.75 per share, Mr. Boyce stands to collect about $2.4 million on the 1992 options.

All this is familiar ground for Mr. Boyce, who has built a reputation for brashness in the 18 years since he founded Pacific Western's predecessor bank.

Critics have repeatedly aimed salvos at the 49-year-old executive over perks and paychecks that sometimes have exceeded $1 million.

|It's Character Assassination'

In an interview, Mr. Boyce was indignant about questions concerning his stake in the deal. "It's character assassination," he said. "There is nothing shady going on."

He argued that he has been more a risk-taking entrepreneur than a button-down manager, and should be rewarded accordingly. And he noted that the company's long-term shareholders are profiting handsomely from the sale, despite the stock's weakness in recent years.

Mr. Boyce said his 1992 options were granted to replace his annual bonus, which directors capped al his request.

He declined to comment on the precise amount of his total take from the merger, saying it will be disclosed in the merger proxy.

But he did not dispute estimates of the value of the separate components of his benefits packages, which add up to roughly $6 million.

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