For some of the chief executive officers who have recently decided to sell their institutions, money has not been everything.

Ambanc Inc. in Indiana, which announced a merger agreement April 1 with Union Planters Corp. of Memphis, turned down a higher offer from another Indiana company, CNB Bancshares.

Regions Financial Corp. of Alabama, which has been outbid several times, continues to buy more community banks than just about anybody.

CoreStates Financial Corp. of Philadelphia rebuffed a bid by its cross- state rival Mellon Bank Corp. last fall but later accepted a lower price from First Union Corp. of Charlotte, N.C.

Intangible factors are entering into the decision process.

"We have had the experience on a number of deals where the bids were very close, but the high one didn't win," said Frank M. Conner 3d, a partner at the Alston & Bird law firm in Washington. He advised on 20 bank merger deals last year, including First Union-CoreStates.

The reason the highest offer does not always win is that most mergers are paid for in stock. Because stock values can rise and fall, corporate law lets boards of directors consider factors besides price.

With that flexibility, bank executives and directors can think about future considerations, such as whether a buyer is likely eventually to be bought again by a bigger company.

"The plum job of our industry has become being the chairman of NationsBank for one year," one executive said.

But the chance is remote that a big-league buyer like NationsBank Corp. will go after a $4.5 billion-asset company like CNB Bancshares.

A superregional bank looking to expand in the South or Midwest, however, might ultimately be interested in Union Planters or Regions Financial. And so the head of a modest-size community bank looking ahead to retirement might prefer to throw in with one of those expanding regional holding companies, regardless of differences in competing bids.

And a Union Planters or a Regions is big enough to offer attractive payoffs to acquired banks' CEOs.

Magna Group chairman G. Thomas Andes, according to a regulatory filing, had spurned an offer from another financial institution before agreeing in February to sell to Union Planters.

Mr. Andes would become a Union Planters vice chairman, a job likely to require as much or as little work as the banker wants to put into it. Mr. Andes' compensation would soar to about $1.1 million next year, up from the $475,000 he earned at Magna, thanks to a clause that says he must get at least 90% of what Union Planters' CEO earns.

Cash deals, by contrast, do not allow for the flexibility of stock acquisitions, say attorneys and investment bankers.

That has some wondering how Sumitomo Bank of California could have been sold to Zions Bancorp. of Utah when at least one higher bid was in the offing.

Bay View Capital Corp., a San Mateo, Calif.-based thrift company, was prepared to pay $35 a share, or about $575 million, for the affiliate of Sumitomo Bank of Japan, said people close to the thrift. Bay View officials had reportedly not yet examined Sumitomo's books, but they declined to comment.

Sumitomo, advised by Goldman, Sachs & Co. and NationsBanc Montgomery Securities, announced March 26 that it accepted a Zions cash bid of $546 million.

Sumitomo's advisers would not comment on the deal, in which Zions offered $32.26 a share for the 85% stake owned by Sumitomo of Japan and $38.25 for the portion owned by others.

A Chicago lawyer who owns 500 Sumitomo shares is seeking class-action status for a suit accusing Sumitomo of selling too low. Sumitomo officials have contended they sold for a "fair price."

Ronald H. Janis, partner with Pitney, Hardin, Kipp & Szuch in Morristown, N.J., said Sumitomo may have done right by its shareholders.

Though Bay View offered more cash overall, he pointed out that the independent shareholders would receive more for their shares from Zions than Bay View had offered.

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