In the face of market skepticism about the wisdom of the purchase, Deutsche Bank has been opening its wallet to ensure that important Bankers Trust employees remain with the company as the German bank tries to boost its presence in the US market and to import Bankers Trust's skills to Europe. Deutsche has set aside a pool of between $400 million and $500 million to pay retention bonuses to Bankers Trust workers they view as important to the acquisition's success.

Still, given Bankers Trust's poor performance last year, when it posted a net loss of $6 million after being buffeted by the global financial turmoil in the fall, the pay packages raised eyebrows. Deutsche Bank isn't required to disclose the pay of its own top officials, but theamounts being paid to senior Bankers Trust employees are considerably higher than those received by even top officers of the German bank in Frankfurt.

"I read them and turned to somebody and said, `Wow! These are big numbers,' "said David Berry, analyst with investment bank Keefee Bruyette & Woods Inc.

Bankers Trust Chairman Frank Newman will be paid the most. He will receive an annual salary and bonus of at least $11 million until the end of 2003. In addition, he will receive a further payment totaling $14 million to be paid in three annual installments beginning on the first anniversary of the deal. That amount reflects money Newman is owed under the company's change-of-ownership provisions.

"What's unusual about it is that it's guaranteed," said Alan Johnson, managing director of Johnson Associates, a New York compensation consultancy. "He's getting a full day's wage no matter what happens."

Newman is a director of Dow Jones & Co., publisher of The Wall Street Journal and the Interactive Journal.Last year, after Bankers Trust reported the loss, Newman asked the board not to consider him for any bonus and requested that any bonus he would have received be contributed to the general employee-bonus pool. As a result, Newman received only his $900,000 salary. In 1997, Newman received total compensation of $12.7 million in cash, stock and options.

Deutsche Bank expects to complete the acquisition in the second quarter, when Bankers Trust's investment bank, BT Alex. Brown Inc., will be incorporated into Deutsche Bank's investment-banking unit, known as Global Corporates & Institutions, or GCI.

Vice-chairmen Yves DeBalmann and Mayo Shattuck, who co-head BT Alex. Brown, each will receive a $15 million retention bonus, half of which will be paid on the second anniversary of the merger and half on the third, provided they still work there. Messrs. DeBalmann and Shattuck will be co-heads of GC's Global Investment Banking division when the acquisition is completed.

In addition, each will receive an annualsalary and bonus in 1999, 2000 and 2001 totaling at least $7.5 million. At least 70 per cent of the annual $7.15 million bonus will be paid in cash, according to the filing.

Richard Daniel, chief financial officer of Bankers Trust, who will retain that position in the new company, will receive a retention bonus of $9 million, as well as an annual salary and bonus totaling at least $4.5 million for this year and the next two years. Mary Cirillo, who will head Deutsche Bank's global-institutional-services unit, will receive a retention bonus of $8 million as well as an annual salary and bonus valued at least $4 million from this year until 2001.

The figures don't include any additional compensation Bankers Trust officials may receive from stock or options that they currently hold. Those will be cashed out at the acquisition price of $93 for each Bankers Trust share when the merger closes because Bankers Trust will delist from the New York Stock Exchange.

Deutsche Bank officials say they are confident thatthe acquisition, which still must be approved by regulators, will be completed in the second quarter. The bank did hedge its bets, however. If the merger doesn't occur for certain reasons, Deutsche Bank has an option to purchase as many as 20 per cent of the common shares outstanding, at a price of $74.63 a share, the filing said. Under the merger agreement, Deutsche Bank is paying $93 for each Bankers Trust share.

In New York Stock Exchange composite trading, Bankers Trust fell 25 cents to $87.375. In Frankfurt, Deutsche Bank fell 2.27 euros, or 4 per cent, to 9.56 euros ($54.06)