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BankAmerica’s Smith Will Quit No. 2 Post : Banking: After just two months on the job, former CEO of Security Pacific says it isn’t what he wants.

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TIMES STAFF WRITER

Former Security Pacific Chief Executive Robert H. Smith, who joined BankAmerica Corp. as its second-ranking executive two months ago as part of BankAmerica’s agreement to acquire Security Pacific, abruptly disclosed Wednesday that he will quit the bank in October.

The bank’s unexpected announcement was unusually candid in describing Smith’s frustration, saying that he found his “current and anticipated responsibilities at BankAmerica to be less than I want.” Smith, whose title is president and chief operating officer, will not be replaced. He also plans to resign from the bank’s board of directors.

In an interview, Smith, 56, called BankAmerica a well-run bank, but said he longs for another chief executive-level position, a job he held at Security Pacific for more than two years.

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“Being the No. 2 isn’t like being the No. 1,” he said.

Although Smith was established as BankAmerica’s second-ranking executive, former executives with the banks and securities analysts have been predicting that he would quickly find himself the odd man out at BankAmerica. “He had a title, but no real job,” said one securities analyst who requested anonymity.

Still, few expected him to leave so soon. Most had expected Smith to stay at least a year to help in the transition.

BankAmerica is run largely by a close-knit threesome made up of Chief Executive Richard M. Rosenberg and two vice chairmen, Lewis W. Coleman and Frank N. Newman. The three executives all worked together for years at Wells Fargo & Co., and were instrumental in BankAmerica’s turnaround in the late 1980s.

Former bank executives and analysts had predicted Smith would have difficulty breaking into the group. Publicly, Smith was considered a candidate to eventually become chief executive, although few analysts and bank executives believed he had a realistic chance.

Also working against Smith was having his office in Los Angeles, where Security Pacific’s headquarters were located, out of the loop at BankAmerica’s corporate headquarters in San Francisco. BankAmerica had set up a video conference center to plug Smith into its meetings.

Smith in the interview dismissed suggestions that he felt left out and that he was at a disadvantage being in Los Angeles. “Being next door is easier, but that wasn’t the problem,” he said.

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Smith said that having a strong chief executive such as Rosenberg makes the position of president and chief executive unnecessary. “My title is less, as it should be, and not as challenging, as it should be,” Smith said.

Smith, who turns 57 in September, will receive a generous severance package as called for in merger documents that were filed publicly. The amount is known to be in excess of $2 million, although the exact value cannot be calculated now because it is unknown what kind of salary Smith received when he officially joined BankAmerica on April 22.

That agreement gives him cash equal to three times the sum of his annual salary and the average of his last three annual bonuses. In 1991, his last full year at Security Pacific, Smith’s base pay was $625,000. As part of the merger agreement, Smith also received about $2 million in cash to purchase special “restricted stock” he had been issued at Security Pacific.

Both Smith and a BankAmerica spokesman declined to talk about details in the severance package.

In a statement, Rosenberg praised Smith for his work in completing the merger, adding that the bank understands his wish to move on. Smith declined to specify what kind of job he has in mind after leaving BankAmerica, but said it would be in the financial services area.

Smith led the bank at its most rocky period, which saw it pile up losses due to problem loans in Australia, Great Britain and in California real estate. Security Pacific lost $775 million in 1991 and $496 million in the first quarter of this year, its last quarter as a publicly held company. He and Rosenberg negotiated the $5-billion stock-swap merger, the largest in U.S. banking history, in the spring and early summer of 1991.

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A number of former Security Pacific employees, thousands of whom are expected to lose their jobs, also have criticized Smith for negotiating the merger. But investors and Wall Street have praised him, arguing that shareholders are clearly better off now than they were before the deal was announced last August.

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