"It was a new organization at the time. The problem was they had a lot of people transferred in that were in their 50s or 60s," Williams recalled. "Here I was, 25. The most important thing I did was move file cabinets for the ladies."

That "duty" got old real quick for Williams, who thought his job would be more involved considering his graduate studies included research on SBA's structure. Former colleagues at the now closed Air Force Base remembered the ambitious Williams and sought him out to head the troubled Amarillo AFB CU. The books were "a mess," files were blank and it took Williams about six months to get the CU, which served roughly 1,000 members at the time, back on track.

Meanwhile, in 1962, a group of leaders got together to organize the Credit Union Executives Society, an executive educational arm of CUNA. Williams was urged to join the group's new board, but was met with some resistance from officials at Amarillo AFB CU because they "saw it as a union," he said. Williams used some of his vacation time to attend one of CUES' early meetings, even paying dues with his own money.

"That didn't go over too well" with Amarillo AFB CU, Williams said. So when an opportunity came along in 1963 to head Government Employees CU in San Antonio, he moved south to take the new job. Under his leadership, GECU achieved phenomenal growth from $2 million in assets to $288 million in 1979, making GECU the seventh largest credit union in the United States. The number of "firsts" GECU achieved during Williams' tenure included being one of the first credit unions in the country to offer checking accounts, certificates of deposit, ATMs, direct deposit and point-of-sale terminals. CUNA Calls

Williams said he really enjoyed his job at GECU so when a firm searching for president candidates for CUNA called in 1979 asking him to come to Madison, Wis. for an interview, he initially declined.

"I had no desire for it, I did not want the job," said Williams, who has also served as chairman of the Texas Credit Union League.

Ultimately, a higher salary and stronger benefits were the lures for Williams, who had to consider what that would mean for his wife and young children.

Williams was familiar with CUNA, having served as a chairman there. The biggest issue at the time was the trade group was losing money. It had just launched CUNA Service Group, but that effort sat on the shelf, he said. To right the ship, several divisions were consolidated and professional management systems were put in place. CUNA had 200 employees and there were 22,272 credit unions when Williams took the helm. U.S. Central Corporate CU, which was initially based in Madison and headed by Williams, had to move to Kansas because of state charter conflicts. A new CEO was brought in to manage the corporate. CUNA was a driving force in getting Congress to save the share draft program, said Williams, who was working closely with NCUA and state leagues on industry issues.

After eight years, Williams left CUNA and became deputy director of the Federal Savings and Loan Insurance Corp., a division of the Federal Home Loan Bank. His main responsibility was to "fix" S&Ls so that they didn't have holes in their reserves. In 1986, he worked with 100 S&Ls before the division was taken over by the FDIC. The work was not for the weary.

"I would get up at 3:00 in the morning, take the Metro at 5:20 and get to work at 5:45," he said. "Most nights I got home after 8:00."

Over the next few years, Williams worked as a mortgage loan consultant at EDS and Texas CU Department's new state insurance division for state-chartered credit unions. The office was liquidated because the governor at the time said he wanted all of Texas' CUs to be insured by NCUA. Williams was hired by the commissioner of CUs to bring those that were not eligible for insurance up to snuff. In all, he cleared eight.

"I gained a lot of knowledge about troubled credit unions from working with S&Ls," he said.

By this time, Williams was ready for "semi-retirement," but the bug bit again and in 1995, he ended up at the former Carbide Employees FCU first as its president. At the time of his presidency, the CU's biggest issue was ways to expand.

"The credit union had been dominated by the board of directors, there were no loan officers, it was pretty well run by committees," Williams recalled. "We had to change the process and procedures and redo the bylaws."

The CU underwent a name change to Texas Crossroads FCU and in October 2004 it merged into TDECU. Today it serves more than 93,000 members and has 10 branches. Williams credits CEO Speed for bringing in a "high quality team of managers" to take the CU to new heights.

"He's got the expertise, he's brought in a new perspective," Williams said.

As for the CU veteran, he hasn't truly retired. Williams is currently working with smaller credit unions in Texas and Louisiana on a variety of issues. He won't miss working 100 hours a week like he once did and will continue to embrace his "variety is the spice of life" mantra. Married to Ann for 34 years, the father of five ("we're still hoping for some grandkids") reflects on his 46 years in the movement and what's really important.

"They don't really need to worry about bankers," Williams offered to CUs. "They need to worry about what they're doing in their own credit unions."

That concern should also carry over to small CUs that may need help staying competitive, he said. But what really disappoints him is the growing trend of CUs wanting to convert to banks.

"This may sound harsh but I think they're raping the members," he said. "You have members that have been there for 30 years so all of the reserves should belong to them. [Credit union execs] take in 10%-15% equity and the members get nothing."

Williams said CUs should really do more to help each other "flourish and thrive."

"I've learned from other credit union managers. Years ago, we used to go in and help smaller credit unions. That's missing."