First Union

said Chairman Edward Crutchfield will retire March 1.

The board of directors unanimously elected CEO G. Kennedy Thompson chairman.

Crutchfield was elected CEO in 1984 and chairman in 1985. He stepped down as CEO in April to begin treatment for a form of cancer, from which he is in full remission. Thomson took the CEO job at the company's annual meeting in April.

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First Union said it won't name a president now.

In recent years, First Union has struggled with problems that began under Crutchfield's watch, notably its acquisition of Philadelpia-based CoreStates Financial in the spring of 1998. The integration was not exactly smooth, with First Union failing to realize all the cost savings and additional business it expected and was soon hit by earnings shortfalls.

The bank has made numerous stabs at restructuring efforts, including two in 1999. This past June, it announced its most drastic attempt yet, complete with a hefty $4 billion in charges and a plan that includes selling off large pieces of itself.

Since March of this year, First Union is down about 45%, compared with a 2.5% decline in the

KBW/Banks Index

which measures the performance of the nation's 24 largest banks.