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Countrywide's Sambol Won't Join BofA

Once courted to run mortgages after the two companies merge, Countrywide's No. 2 man will instead retire.

Countrywide Financial


President David Sambol will not join

Bank of America

(BAC) - Get Bank of America Corp Report

after the two companies complete their merger later this year, the bank said Wednesday.

BofA announced Wendesday that Barbara Desoer will head the consumer real estate division as president, a role previously intended for Sambol, who instead will retire. In March, BofA offered a

generous package

in an attempt to keep him in charge of the mortgage operations of the combined businesses and many of the payments were tied into certain milestones associated with length of service.

"Given the circumstances, we wanted a Bank of America person to run the business," BofA spokesman Bob Stickler said. "It's potentially a terrific opportunity, but not without risks."

The promotion of Desoer, who has been chief technology and operations officer at BofA, was made in the bank's announcement of its new consumer banking management structure. Liam McGee will serve as president of consumer and small business bank and Bruce Hammonds will oversee credit card and unsecured lending. All three executives will report to CEO Ken Lewis.

Stickler said a lot of former Countrywide employees will directly report to Desoer.

CEO Angelo Mozilo was not asked to stay on, but will receive performance based restricted stock valued at $10 million and health insurance for three years. In late January, he said he would give up $37.5 million in cash severance and other perks he would have gained from the acquisition, after his lucrative deal flew in the face of the terrible situation of the company's finances.

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Sambol's package calls for $20 million payable in two installments on the first and second anniversaries of the merger close date, according to the document filed with the

Securities and Exchange Commission

. He also is eligible to receive $8 million in restricted stock payable on the first, second and third, anniversaries of the merger deal, the filing said.

Stickler said Sambol remains eligible for the package he was offered, since it was essentially severance that had been converted to a retention package. He said that since Sambol was the No. 2 man at Countrywide, his predetermined severance was not considered excessive.

Executive compensation has been a hot-button topic on Capitol Hill and Wall Street this year. Lawmakers called Mozilo, former

Merrill Lynch


CEO Stanley O'Neal and ex-


(C) - Get Citigroup Inc. Report

chief Charles Prince to testify about their large exit packages earlier this year.

The deal, expected to close in the third quarter, has been plagued recently by suggestions from analysts that its terms must be amended. BofA, which in a regulatory filing suggested it may not honor all of Countrywide's outstanding debt, has nonetheless consistently said it still expects to close the deal on time.

Bank of America shares are down 33% for the year and were trading down 2.1% to $33.44 in recent trading. Countrywide shares jumped 4.1% to $4.78.