When Lawrence Winslow quit his job as chief executive of Tracy Federal Bank FSB, Tracy, Calif., in March, the thrift's board thought they had seen the last of him.

Not so.

At the thrift's annual meeting in May, Mr. Winslow was elected to the board of directors of the thrift in one of those rare instances when a board member who wasn't nominated by the current board of directors joins its ranks.

Mr. Winslow's appointment is subject approval by the Office of Thrift Supervision. Mr. Winslow, now executive vice president of lending for Cenfed Bank FSB in Pasadena, is Tracy's largest shareholder, and together with two other shareholders voted himself on the board with cumulative voting.

"We thought [Mr. Winslow] should remain on the board for at least one year," said Carl TrinkLe, a Tracy businessman who voted for Mr. Winslow. "The sitting board didn't see it that way. But we had the votes."

Protecting His Invest

Sources close to Mr. Winslow, who declined comment, said he is just trying to look after his investment. But other board members of Tracy Federal, with $113 million of assets the largest financial institution in Tracy, population 18,000, aren't welcoming him with open arms. That's according to one board member who spoke on condition of anonymity.

"In any divorce you're going to have personalities that don't mix," the board member said.

Mr. Winslow had run Tracy Federal since 1985, by all accounts profitable years as the thrift established itself as a mortgage banking and Small Business Administration niche player.

In November 1992, however, the thrift entered an OTS supervisory agreement that called on Tracy Federal's board to bring in more members with financial experience and increase its oversight of management. Sometime in early spring, Winslow received a job offer from Cenfed, and in April despite the year remaining on his employment contract, both he and his chief real estate lending officer quit.

Tracy has since hired Philip D. LaChapelle, formerly an officer of the Federal National Mortgage Corp., to replace Winslow.

But by the annual meeting on May 12, Tracy Federal still had not announced a replacement for Mr. Winslow. And a shareholder group, calling itself the Concerned Citizens of Tracy, felt that Mr. Winslow shouldn't be leaving just yet.

Local businessmen Trinkle and Samuel Gruver, along with Winfred Tom, former chief executive of Golden Coin Savings & Loan in San Francisco, nominated themselves and Mr. Winslow from the floor of the annual meeting. With cumulative voting, a total of 977,282 votes, or 40% of all votes, were in favor of Winslow's appointment.

Meeting Called |Tense'

The other floor nominees weren't elected, but Mr. Gruver was only barely edged out by the board-nominated slate.

Sue Lindly Ohlendorf, acting chairman of Tracy Federal, said the meeting was "tense" but that things had cooled off while the board awaits OTS's decision on Mr. Winslow's seat.

"I personally will welcome him to the board," she said. "But I can only speak for myself I know that there are some who would prefer that he was not on the board."

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