Robert F. Greenhill, former president of Morgan Stanley Group Inc., will join the newly forming Smith Barney Shearson as chairman and chief executive officer, Primerica Corp. said yesterday.

Greenhill replaces Frank G. Zarb, who had been chairman and chief executive of Smith Barney, Harris Upham & Co. - a unit of Primerica and also the new company's parent. Greenhill also will join Primerica's board of directors.

Greenhill, who had been president of Morgan Stanley Group from 1991 until earlier this year, most recently worked as a director and senior adviser at the firm. The senior advisory position was specially created for Greenhill and will not be filled, a Morgan Stanley spokeswoman said.

Smith Barney Shearson will be formed by the merger of Smith Barney and the retail brokerage unit of Shearson Lehman Brothers Inc. Shearson Lehman is a unit of American Express Co.

Zarb and Robert I. Lipp, both Primerica vice chairmen, have been named Primerica group executives, Primerica said in a press release.

Zarb will assume responsibility for several Primerica subsidiaries, including Primerica Financial Services, American Capital Management & Research, RCM Capital Management, and Transport Life Insurance Co.

Lipp will direct the company's relationship with Travelers Corp. and oversee all consumer finance services operations.

Primerica has said it expects between 1,000 and 2,000 jobs to be lost after the merger with Shearson Lehman Brothers is completed.

The public finance departments of Smith Barney and Lehman Brothers are not expected to be affected by the layoffs, a Smith Barney official said.

The layoffs are "largely in the operations back-office side, where there are redundancies. It has nothing to do with corporate finance or any other finance departments," the official said.

"We are acquiring their retail distribution and asset management. It doesn't involve public finance," he added.

Primerica announced plans to buy Shearson Lehman Brothers' retail brokerage unit last March for approximately $1 billion, plus an estimated $150 million over three years. The merger is expected to be official sometime late next month.

As part of the deal, Primerica is expected to acquire 8,500 investment brokers, 400 branch offices, data processing and support operations, and the Shearson Lehman Brothers Plaza and the Faulkner Data Processing Center in New York City.

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