The specter of American Express Co. hung heavy over Visa's annual directors meetings this week, but the card association's chief executive officer would just as soon have been dealing with other matters.

It's not that Edmund P. Jensen wanted to avoid the fight that American Express and its chairman, Harvey Golub, have been trying to pick. Mr. Golub in recent weeks has accused Visa of violating antitrust principles, with the apparent aim of forcing Visa to relax a rule that prevents many of its members from issuing cards carrying the American Express logo.

Mr. Jensen, breaking his silence on an issue that has been especially controversial in European antitrust policy circles, said American Express is a "relationship brand."

Those may not sound like fighting words, but they indicated what was most prominent in Mr. Jensen's mind: Visa's mission in life.

This was implicit in the theme of the Montreal meeting, "Valued Partners, Valued Brand," and in his oft-repeated words "enablement and facilitation," which Mr. Jensen described as "key words defining Visa's role and identifying the types of activities in which Visa participates."

He reasoned that as a "relationship brand" American Express is in the same business as the 20,000 banks allied under the Visa umbrella precisely to stave off such competitive incursions. Visa, a powerful brand in its own right, connotes global acceptance, complementing a bank's local identity.

"If I'm a bank offering my own relationship brand and getting all the profits from it, I am hard-pressed to want to cannibalize that by offering another relationship product," Mr. Jensen said at a press conference.

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Gentlemanly though his argument sounded, Mr. Jensen did bash New York- based American Express a couple of times. He accused it of making a "Trojan horse" offer to banks. And pointing to studies measuring Visa's brand strength and public image, he said the card association is perceived, unlike Amex, as "a national property with global utility."

In other words, the French regard Visa as a French brand; the Spanish, as a Spanish brand, etc. American Express is seen as an "imported brand," Mr. Jensen said. Thus Visa has a license to build on that American Express can't claim.

Neither, for that matter, can MasterCard, Mr. Jensen asserted. But he mentioned MasterCard only in passing and probably would have done the same with American Express if Mr. Golub had not so recently gotten in his face.

"In transaction volume, our growth rate has been 30% per year for three years, Mr. Jensen said. "It is likely to continue above 20% for the next decade. That growth rate could be very attractive to certain technology or telecommunications companies because to them it means potential revenue. They probably share our vision in some form and are circling, waiting to strike."

The Visa International CEO left it to his audience to name those predators, but he added, "Future competition is not just MasterCard and American Express. We have to change the way we approach our mission as we consider all those with potential to take revenue from transactions."

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Neither Mr. Jensen nor his international board chairman, Peter Ellwood, deputy chief executive of Lloyds TSB Group, wanted to dwell on the association's robust 1995.

In his address to the "all board" gathering Monday, Mr. Ellwood broke down Visa's $807 billion sales total, 25% more than in 1994, by region. Latin America grew 49%; the year-old Central Europe-Middle East-Africa region, 40%, European Union countries, 24%; Asia-Pacific, 21%; and Canada, 13%. Visa U.S.A., though the biggest and most mature of the regions, outpaced the global growth rate, at 28%.

Mr. Ellwood said Visa's world market share increased almost two percentage points, to 54%; spending per card rose 10%, to $1,700; and Visa has made progress in share of personal consumption expenditures. The latter measure reached 5% on a worldwide basis, led by 10.7% in Canada and 7.6% in the United States.

But the London-based banker preferred to leave the celebrating for events like a gala dinner Monday.

"The time to really worry as a company is when one is doing well," Mr. Ellwood told about 500 Visa directors and employees from around the world.

Mr. Jensen urged bankers to "look at the possible" and "think big" about a world with three or four billion cards, compared with 500 million Visa cards today - and to a day when "all merchants will say, 'Sorry, we don't take cash.'"

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A keynote speaker, Peter Sealey, who is a University of California marketing professor and corporate brand expert, said the science of branding underwent a fundamental shift last year that creates risks and opportunity for a powerful icon like Visa's.

For more than 20 years, he said, retailers held the power over brands. However, he added, personal computers and the Internet will not only change the way buyers relate to sellers but also shift the power of choice to the consumer.

"To keep a brand's utility, it must be nurtured, enhanced, and expanded," Mr. Sealey said. "You must change the ways you deal with customers, but you must keep committed to enhancing the brand."

He challenged the group with a question: "Are you prepared to serve customers electronically? If you do not, someone else will." He urged Visa members to move as aggressively into cyberspace as they did in the world of physical commerce.

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Brand issues - the controversy with American Express and the philosophy of Mr. Sealey - were hot buttons at this year's Visa meeting. That contrasted with last year's gathering in Milan.

The 1995 keynote was struck by Nicholas Negroponte, a Massachusetts Institute of Technology professor then promoting his best-selling book, "Being Digital."

This year's Visa meeting went digital in what was called the Internet Cafe. From lunchtime Monday, bankers could play on the 'Net at any of 40 computer stations, even to the point of creating their own home pages with their own smiling faces digitized.

Also on high-tech themes, Visa had guest speakers from Burger King, discussing its participation in an Argentine test of the Visa Cash smart card, and from United Parcel Service, describing its Internet package- tracking system.

From Mr. Negroponte's MIT Media Lab came Nick Grouf, chief executive officer of Agents Inc. The Cambridge, Mass., company, a Media Lab spinoff, is a pioneer in the technology of intelligent agents.

Agents Inc.'s initial offering, Firefly, is designed to find movies, music, and people of interest to the user, based on what it knows and learns about one's preferences and tastes.

Mr. Grouf tried to put the intelligent agent in the context of marketing: "No longer does a brand have to be reduced to the lowest common denominator," he said. "Your brand can speak to each person on an individual level."

Therefore, he suggested, the Visa brand could ultimately mean different things to different people. When asked if that makes Visa just a little too flexible, Mr. Jensen said, "That's something we'll be very sensitive about."

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Derek Fry attended his first "all board" meeting as president of Visa Canada. Mr. Fry, 51, has replaced Roger Woodward, who was honored at a dinner Sunday night for his seven-year tenure.

Visa completed its roster of region chiefs by formally filling its Asia- Pacific opening with Dennis M. Goggin, 51, who had only been in that post for two days before the meeting. He replaced Lindsay Pyne, who resigned in January.

The two have very different challenges.

In Canada, 80% of all credit card holders carry a Visa card. "Canada represents a history of tremendous success in the Visa world," Mr. Ellwood said. "Perhaps it is not without significance that Canadian members are not dual issuers."

Mr. Fry came from the country's largest MasterCard issuer - Bank of Montreal. Now that he is on the other side of the fence, Mr. Fry can sit comfortably, knowing that Visa controls 73% of retail credit card sales.

Despite this, Mr. Fry said MasterCard offers "serious competition." Visa is making headway in another competitive area - displacing cash and checks. The region posted the highest marks for Visa in this area last year when Canadian consumers used Visa cards to pay for 10.7% of their personal consumption expenditures.

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On top of his day-to-day concerns about the Asia-Pacific region, Mr. Goggin now has two Olympics to prepare for.

Tuesday, he joined Mr. Jensen and International Olympic Committee board member Richard Pound in signing up to become a worldwide partner in the 1998 winter games in Nagano and the summer games in Sydney, Australia, in 2000.

"If the 21st century is going to be the era of Asia-Pacific," Mr. Goggin said during the signing, "it's appropriate that Asia-Pacific will sponsor the 1998 and 2000 Olympic games."

Mr. Goggin said in an interview that his region is experiencing rapid growth. For Visa, it is second only to Latin America in volume growth, up 27% in 1995, to $92 billion. "The potential for growth is tremendous," he said.

Each of the region's 15 countries has its own economy and monetary policy, Mr. Goggin pointed out, so that members require different things from Visa.

For example, Hong Kong, Australia, New Zealand, and Singapore are fairly advanced; they need more products, so Visa is introducing Visa Cash and Interlink, its on-line debit product.

In middling economies, such as those of Taiwan, Thailand, and Malaysia, Visa is signing up more merchants to accept its cards and adding automated teller machines.

Perhaps the greatest challenge and potential lie in China and India, he said. Both countries have huge populations, but stringent controls on who has cards. Credit cards issued in those countries today cannot be used outside the border.

The former Chase executive, who has long worked in the region, said, "The business is familiar enough not to be daunting but new enough to be challenging."

Mr. Jensen depicted Amex as a "relationship brand" - just the kind of rival banks fight through Visa.

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