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described to the American Express board by Robinson as a "man who enters revolving

doors after me and somehow reaches the other side first." The board was not exactly

thrilled to hear this from their CEO. Befuddlement doesn't wear as well as bespoke suits.

On January 25, 1993, American Express fired Robinson and replaced him with Harvey

Golub, a man one senior Lehman person described as "a crazy guy, with a bizarre sense

of humor and difficult to deal with." Golub, nicknamed "Ego Harv," was known to have

installed a car wash at his house in Minnesota.

When he moved to New York, Golub quickly established a reputation for

micromanaging, which did not go down well with the Lehmanites. Golub and Hill

immediately tangled over Lehman's compensation agreement, which Golub wanted torn

up.

"I' m not asking--I am telling you what to do," Golub told Fuld, Hill, and Pettit. Hill

threatened to take the matter to the Amex board, where he knew he had a supporter in

John "Jack" Byrne, the insurance industry executive. Hill pointed out to Golub that he

and Fuld would lose all credibility with their staff if they reneged on the compensation

program.

Golub backed down--but it seemed that Hill was a marked man from then on. According

to someone close to Fuld, Golub had intended to rid himself of Hill (whom he viewed as

a Robinson loyalist) from the start, and after the disagreement over compensation he was

looking for any excuse.

For a while, however, he concentrated his energies elsewhere.

Fuld and Hill soon learned what Golub was up to. Through the trading floor rumor mill

they heard that he was planning to shed Shearson, and that Sandy Weill, who had sold

Shearson to American Express in 1981 and was an old friend of Golub's, was prepared to

buy it for $1 billion. The catch: He didn't want Lehman. He knew about its rowdy culture

and prickly senior management.

Not being told of these discussions greatly irked Hill and Fuld, and Hill confronted

Golub. He asked him, "What's the price tag for Shearson?"

Hill says, "He threw out a number. And I said, 'Well, who's the buyer? What was the

process?' He said, ' I've decided this is the best offer.' And I said, 'Well, were there other

bidders? Was there competition? How do we know this is the best price out there?' He

said, ' I've made a strategic decision to sell it. I want you to do one thing, and that's to

make sure this deal closes. If I hear anything that you are getting in the way of this deal

closing, I' m going to fire you.' "

Worried that Lehman was going to get hammered in the deal because it would lose

distribution, Hill went behind Golub's back and talked to an acquaintance, Sandy Weill's

then-deputy, a rising financier named Jamie Dimon.

Hill says he told Dimon: "'I know what's going on. Sandy knows Harvey has told us to

roll over. But we're not going to do that. We' re not going to get in the way of this deal,

but you can't screw us. We're going to defend the value here, just as you would be

defending the value if you were in our shoes.' And Jamie agreed to work with us."

The only leverage Hill had was his friendship with Dimon. Their daughters went to the

same school in New York. Perhaps both sensed that Wall Street is a small place and that

they were destined to cross paths again (they did), or Dimon knew that in the long run

there was no upside in upsetting Hill. "Jamie knew that he was already getting one hell of

a deal on a plate and that he didn't need to make it worse for us," says Hill. "There was

zero upside for him in doing that."

Fuld and Hill knew they had only forestalled the inevitable--that Golub would dump

Lehman. He just wanted Amex. After meeting with Golub in order to discuss his

concerns going forward, Hill told Fuld: "He [Golub] doesn't like the securities business.

He wants to be in the credit card business. And he's going to get rid of us just as soon as

he can, too."

Hill was right. But he had not foreseen one important