SAN FRANCISCO -- Saying he was unhappy with his role, Robert H. Smith resigned Wednesday as president and chief operating officer of BankAmericaa Corp., effective Oct. 1.
Mr. Smith's departure comes two months after Security Pacific Corp. and BankAmerica combined in the nation's largest-ever bank merger. Mr. Smith, 56, had been Security Pacific's chairman and chief executive.
'Less Than I Want'
Although there was speculation he would eventually quit the combined company, the timing of his resignation came as a surprise.
"I have found my current and anticipated responsibilities at BankAmerica to be less than I want," Mr. Smith said. He plans to explore several unspecified business opportunities.
Mr. Smith, who together with chairman and chief executive Richard M. Rosenberg makes up BankAmerica's office of the chief executive, has no independent line authority in the company's management structure. As a member of the company's 10-person managing committee, his chief responsibility has been as BankAmerica's senior Southern California representative, a spokesman said.
"He had a nonjob," said a California executive-search specialist familiar with BankAmerica. "They didn't carve out a niche for him as is sometimes done in a merger."
Rosenberg Back in Presidency
Mr. Rosenberg, who held the title of president before the merger, will resume that post when Mr. Smith leaves, the spokesman said. The company does not expect to fill the chief operating officer slot.
Mr. Smith, who also resigned as a director, will collect full severance benefits under an unusual golden parachute agreement negotiated as part of the merger, the spokesman confirmed.
The spokesman declined to estimate the package's value, but it provides a payment equal to three times Mr. Smith's $625,000 base salary at Security Pacific, plus other benefits, and is worth well over $2 million.
Unlike many such agreements, the package could be triggered by Mr. Smith's voluntary departure, as well as by a failure to name him chief executive on Mr. Rosenberg's retirement. Disclosure of the agreement last year underscored how unlikely it was that Mr. Smith would ever become BankAmerica's chief executive and fueled speculation that he would leave after the merger.
Mr. Smith's announcement raised questions about the status of vice chairmen Jerry A. Grundhofer and Nicholas B. Binkley, two other Security Pacific transplants on BankAmerica's managing committee.
Both have severance agreements similar to Mr. Smith's.
But the two executives have line responsibilities - Mr. Grundhofer heads wholesale operations, while Mr. Binkley runs several nonbank businesses - and sources said the jury is still out on whether they will make places for themselves.
A native of Glendale, Calif., Mr. Smith signed on as a Security Pacific management trainee in 1961. Rising through a series of commercial and retail banking posts, he became chief of Security Pacific's flagship California bank and heir apparent to chairman and chief executive Richard J. Flamson in 1987.
A Controversial CEO
Mr. Smith assumed the chief executive post in 1990 and became chairman the following year.
His brief tenure as Security Pacific chief was controversial. He presided over an unraveling of the company's highly touted international franchise and an explosion of credit-quality problems, resulting mainly from actions taken before his promotion to the top.
Reviews of his effort to restructure the company as a retail and middle-market-focused lending institution were mixed at best. But Mr. Smith got universal praise for negotiating an excellent merger.