H. Robert Heller abruptly announced his resignation late Monday from the presidency of Visa U.S.A. Inc.

The news, which came out of a board meeting in Dallas, caught the bank card industry by surprise. It fueled talk of a falling-out between Mr. Heller and Charles T. Russell, the president of Visa International.

Visa moved Carl Pascarella, president of Visa's Asia-Pacific region, into Mr. Heller's former post at the domestic Visa corporation.

Mr. Heller, who held both international and domestic jobs since arriving at Visa in 1989 from the Federal Reserve Board of governors, was in line to succeed Mr. Russell. The latter is 63 but has given no indication of his retirement plans.

Front-Runner for Top Job

Mr. Pascarella, 50, whom a Visa source described as having "done well at everything he was assigned," has the banking back-ground and international experience to make him a front-runner for Mr. Russell's post.

Visa insisted that Mr. Heller, 53, stepped down on his own and would announce shortly that he has taken another job. But outside observers said he may have fallen victim to internal politics and dissatisfaction with Visa's recent performance.

"Something went very wrong in the Heller-Russell relationship" after the annual board meeting in Cannes, France, in early summer, one source said. "Heller didn't know it was coming. He walked into the boardroom and there it was."

Frustration with Board Cited

Some said Mr. Heller was frustrated by his board of directors - influential bankers who were wary of taking an overly aggressive posture against MasterCard International. Most banks belong to both associations and many issue both brands of card.

The board may have blamed Mr. Heller for a slight drop in Visa's industry-leading market share last year, other observers said.

Another theory was that the board was displeased by Visa's defense of an antitrust lawsuit filed by Dean Witter, Discover & Co., which seeks to become a Visa member. Visa has lost a federal injury trial and is appealing to the 10th circuit court in Denver.

A loss by Visa could expose it to "damages close to $1 billion," said Robert B. McKinley, president of RAM Research Corp., Frederick, Md.

No Kind Words

Mr. McKinley, who testified on Visa's behalf in the jury trial, said he has heard some Visa bankers make critical comments about the handling of the case. "Let's say I didn't hear any cheering about it," he said.

A spokesman at Visa headquarters in San Mateo, Calif., said Mr. Heller can take credit for the growth in Visa's debit programs. In contrast to the credit card business, where a bank can offer both products, it must choose one or the other for debit services. Institutions representing about 70% of the U.S. deposit base have chosen Visa.

The spokesman also said Mr. Heller helped build public awareness of the Visa brand to an all-time high, according to consumer surveys that show more consumers than ever view Visa as the best and most widely accepted card.

Some observers said Mr. Heller, an internationalist and former chief economist at Bank-America Corp., did not fit into a position that required a marketing specialist.

The association lost about a point of market share in 1992, possibly because it was "slow on the draw" in promoting joint credit card ventures between banks and nonbank partners, Mr. McKinley said.

While MasterCard allowed the likes of General Motors Corp. and General Electric Co. to gain an edge in "cobranding" with bank card issuers, Visa declared a moratorium while it studied whether to alter its rules. Visa worried that banks might be "giving away" a prized asset - the credit card infrastructure.

Blame Seen as Undeserved

H. Spencer Nilson and David Robertson, publishers of The Nilson Report, Oxnard, Calif., said Mr. Heller did not deserve blame for the delay in permitting cobranded Visa cards.

They said Mr. Heller was hemmed in by a board representing thousands of members and concerned about competing too hard against MasterCard.

"As the leader of an association, you have to restrain yourself from acting as you would as the head of a private company," said Mr. Robertson. He predicted Mr. Heller will soon announce he has taken a job "in the private sector."

Mr. Pascarella is seen as a skilled marketer and well suited to the presidency of Visa U.S.A., the largest of the semi-autonomous Visa regions, but one that has been growing slower than developing overseas markets.

A former retail banker with Bankers Trust Co. in New York, and an international banker at the defunct Crocker National Bank of San Francisco, Mr. Pascarella joined Visa in 1983 as assistant general manager of the Asia-Pacific region.

Shortly thereafter he became regional president. He played a high-profile role shepherding Visa's sponsorship of the 1988 Olympics in Seoul.

Mr. Russell issued a statement saying, "Carl's abilities and banking relationships will provide our members with the leadership and vision to maximize their investments in the Visa franchise."

Mr. Russell has been with Visa and its predecessor, National BankAmericard Inc., since 1971. By 1984 he had become chief executive officer of both Visa U.S.A. and Visa International, after being the clearly designated successor of longtime CEO Dee W. Hock.

Mr. Russell has been less successful at establishing a succession from among the regional presidents and corporate staff. A. Wayne Johnson, a former First Interstate Bancorp executive whom Mr. Russell named executive vice president in 1986, was one leading candidate, but Mr. Johnson left the next year.

Jon M. Christofferson, a Security Pacific Corp. vice chairman, succeeded Mr. Russell as Visa U.S.A. president in 1988. He left at the end of 1989, the year Mr. Heller arrived. Mr. Christofferson became president of First Nationwide Financial Corp. in 1991.

Jeffrey Kutler contributed to this article.

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