But Duckworth is better known for having led the credit union to convert its charter to that of a mutual bank in 2005.

The conversion move was extremely controversial and, ironically, brought OmniAmerican and Community Credit Union, two longtime competitors in the Dallas-Fort Worth market, together in a fight to complete the conversions over the NCUA's objections. This paradoxical legal pairing of convenience carried a particular sting for Duckworth, according to several sources, because an element of competition between Duckworth and Community CEO Gary Base had been a key factor in pushing the conversion forward.

"I wouldn't say [the conversion decision] was entirely a matter of 'keeping up with the Joneses,'" said Dale Dubuska, former senior lending manager for the credit union from July 2004 to April 2005, "but there was certainly an element of competition between the two men. Even though Community was bigger and some considered it more successful, Larry saw the institutions as peers and competitors–even cooperators sometimes–and he just didn't want to lose the advantage," Dubuska said.

Other sources who did not want to speak for the record broadly confirmed Dubuska's observations, but put it in the context of competing institutions more than competing personalities, with OmniAmerican not wanting to cede any strong competitive advantage to its longtime rival, they contended.

But Dubuska, a banker of 30 years, who said he was brought on board with the credit union in July of 2004 to bring its lending programs up to the standard they were going to need to serve a bank, also said that he didn't think OmniAmerican was well served by the charter change.

"I never believed that the mutual bank conversion really allowed the bank to do that much more lending and any better lending than it could do already as a credit union," he said. "I didn't see how the members benefited or how the employees benefited, except for some certain employees who would do very well at retirement time if the stock issuing went through."

However, like a series of other employees that the credit union and then bank hired, Dubuska only lasted a matter of months under Duckworth's leadership, parting ways with the credit union in April 2005, right about the time the board was preparing to make the decision on charter change. Other OmniAmerican executive employees who experienced a similar fate after relatively short tenures in the last 15 months included its chief operating officer, chief financial officer, chief legal officer and chief communications officer, sources close to the former CU have confirmed.

"Larry and I parted ways agreeing to disagree," Dubuska said. "I told him when he hired me that he was hiring me for my experience and that I would give him my best advice based on my best judgment," he said. "Whether or not he took it or not would be up to him."

Other sources confirmed Dubuska's observations that Duckworth's management style had dominated the bank and was not open to much input from others–a continuation of a management approach which they said he had shown as a credit union CEO and one which, critics said, left the credit union and bank weaker and less prepared for the different bank environment.

For example, one of the disputes Dubuska mentioned was over the credit union's allowance for loan loss, a number that Dubuska and other sources said generally needs to be higher for banks than for credit unions. Dubuska said he and others urged Duckworth to hike the allowance since the CU was exposed to potentially serious losses otherwise and the number would have to rise once OmniAmerican became a bank, but Duckworth stubbornly refused. The Numbers Don't Lie

In this, Dubuska and others appear to have been borne out, as the bank tripled its allowance for loan loss in the forth quarter, from just over $1 million in the third quarter to over $3.4 million in the fourth quarter, according to records filed with the FDIC.

That increase helped push the bank into a net operating loss for the year to $5.5 million, a figure which would have been even higher had the CU not taken advantage of an IRS rule which allowed it to refigure its tax bill because it moved from a non-taxable entity to a taxable one.

And Dubuska joined other bank observers in speculating that the former CU will not be able to reverse the trend without making some significant changes.

"Essentially, looking at their numbers, it appears to me that they are too expensive and inefficient," said Stephen Skaggs, president of The Bank Advisory Group Inc., an Austin, Texas firm that provides merger and acquisition advice and bank stock appraisals. "The margins in that market are just too tight for them to carry as much overhead as they are and still succeed," Skaggs said, who conditioned his remarks on the observation that he was only looking at the banks regulatory filings.

"It may be that they have the structure to carry a $3 billion bank and just need to grow into that," Skaggs said. "But if the losses represent an ongoing problem, they need to fix it."

Skaggs and others pointed out that part of the problem rests in the fact that some of the bank's overhead problem rested in hard assets, which cannot easily be trimmed. For example, the bank pursued an aggressive branching strategy, with 16 branches in the Dallas-Fort Worth area.

But Alan Theriault, CEO of CU Financial Services, the consulting firm that helped OmniAmerican through the conversion process, remained bullish on the CU's future.

Theriault noted that even though the majority of CU converts to bank charters do well in the longer term, many have had earnings and profitability issues in the first few years, particularly as the institution gets used to life as a bank and making unfamiliar loans.

He pointed out a couple of mergers had swallowed up the last independent banks in the Fort Worth market and gave OmniAmerican a strong position in the marketplace for it to grow into. He also anticipated that the bank may slow its offering of stock for a while to deal with the loss of its CEO, but predicted that it would still approach the capital markets.

"I think OmniAmerican will come through this leadership situation and be well prepared to show some phenomenal progress," Theriault said. –[email protected]