JEFFERSON BANCORP INC, DEF 14A, 1995-03-31

JEFFERSON BANCORP INC
DEF 14A, 1995-03-31
STATE COMMERCIAL BANKS

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SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14-A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Materials Pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2) )

JEFFERSON BANCORP, INC.
(Name of Registrant as Specified in Its Charter)

(Name of Persons(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:

<PAGE>
JEFFERSON BANCORP, INC.
301 ARTHUR GODFREY ROAD
MIAMI BEACH, FLORIDA 33140

------------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 25, 1995

------------------------

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Jefferson
Bancorp, Inc. (the 'Corporation') will be held in the sixth floor auditorium at
Jefferson Bank of Florida, 301 Arthur Godfrey Road, Miami Beach, Florida on
Tuesday, April 25, 1995 at 3:00 p.m., Miami time, for the following purposes:

1. To elect three directors, each to serve for a term of three years.

2. To ratify adoption of the Jefferson Bancorp Directors' Stock Option Plan
and the grant of stock options under said plan to non-employee directors of the
Corporation or its subsidiaries.

3. To act upon any other matter which may properly be brought before the
meeting or any adjournment thereof.

Only stockholders of record at the close of business on February 28, 1995
will be entitled to notice of and to vote at the Annual Meeting and at any
adjournment thereof.

You are cordially invited to attend the Annual Meeting. Whether or not you
plan to attend, please mark, date and sign the accompanying proxy and return it
in the enclosed envelope. If you do attend, you may revoke your proxy and vote
your shares in person if you wish to do so.

By Order of the Board of Directors,

BARTON S. GOLDBERG
Secretary

Miami Beach, Florida
March 31, 1995

<PAGE>

JEFFERSON BANCORP, INC.

------------------------

PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 25, 1995

------------------------

This Proxy Statement is being furnished to stockholders of Jefferson
Bancorp, Inc. (the 'Corporation') in connection with the solicitation of proxies
on behalf of the Board of Directors of the Corporation for use at the Annual
Meeting of Stockholders to be held on Tuesday, April 25, 1995 and at any
adjournment thereof. The mailing address of the principal executive offices of
the Corporation is 301 Arthur Godfrey Road, Miami Beach, Florida 33140. It is
anticipated that this Proxy Statement and related form of proxy will be first
mailed to stockholders of the Corporation on or about March 31, 1995.

If the enclosed form of proxy is executed and returned, all shares
represented thereby will be voted in accordance with the stockholder's
instructions. If no such instructions are specified, the proxy will be voted FOR
the election as directors of the nominees named herein, or of such substitute
nominee or nominees as may be designated by the Board of Directors if the
nominees named herein are unable to serve and FOR the ratification of adoption
of the Jefferson Bancorp Directors' Stock Option Plan and the grant of stock
options under said plan to non-employee directors of the Corporation or its
subsidiaries. A proxy may be revoked at any time before it is exercised either
by executing and filing, prior to the commencement of the Annual Meeting, a
subsequently dated proxy revoking the proxy previously given or by voting in
person at the Annual Meeting.

VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS

The securities entitled to be voted at the Annual Meeting are the shares of
common stock, par value $1.00 per share ('Common Stock'), of the Corporation.
Each share of Common Stock is entitled to one vote on each matter submitted to
stockholders. Only stockholders of record at the close of business on February
28, 1995 will be entitled to notice of and to vote at the Annual Meeting and at
any adjournment thereof. At the close of business on February 28, 1995 there
were 3,614,102 shares of Common Stock outstanding.

<PAGE>
The following table sets forth certain information as of February 28, 1995
as to the only persons known by the Corporation to own beneficially more than 5%
of the outstanding Common Stock:

<TABLE>
<CAPTION>
SHARES
NAME AND ADDRESS BENEFICIALLY PERCENT OF
OF BENEFICIAL OWNER OWNED(1) CLASS(2)
-------------------------------------------------------------------------------------- ------------ -----------
<S> <C> <C>
Arthur H. Courshon . 306,395(3) 8.37%
301 Arthur Godfrey Road
Miami Beach, Florida 33140

Lenore J. Gaynor . 214,888(4) 5.94%
450 North Park Road
Hollywood, Florida 33021

Norman M. Giller . 251,657(5) 6.89%
975 Arthur Godfrey Road
Miami Beach, Florida 33140

Barton S. Goldberg . 245,759(6) 6.73%
301 Arthur Godfrey Road
Miami Beach, Florida 33140

Les Placements Turan Inc. . 344,076(7) 9.52%
6300 Northcrest
Penthouse D1
Montreal, Quebec H3S 2W3

Marmi Ltd. . 352,270(8) 9.71%
21301 Powerline Road
Suite 204
Boca Raton, Florida 33433

<FN>
------------------------
(1) Except as otherwise indicated, the beneficial owner has sole voting and
investment power.

(2) 'Class' for this purpose as to each beneficial owner consists of all shares
of Common Stock outstanding on February 28, 1995, plus shares not yet
outstanding but issuable within 60 days of that date upon exercise by the
beneficial owner in question of outstanding stock options.

(3) Does not include 3,646 shares of Common Stock held by Mr. Courshon's wife as
to which shares Mr. Courshon disclaims beneficial ownership. Includes 58,447
shares as to which Mr. Courshon shares voting and investment power with his
wife, and 47,729 shares not presently owned by Mr. Courshon but subject to
acquisition upon exercise of outstanding stock options.

(4) Includes 1,287 shares not presently owned by Mrs. Gaynor but subject to
acquisition by her upon exercise of outstanding stock options.

(5) Does not include 2,254 shares of Common Stock held by Mr. Giller's wife as
to which shares Mr. Giller disclaims beneficial ownership. Includes 80,499
shares as to which Mr.Giller shares voting and investment power with his
wife, 30,643 shares held in trust for Mr. Giller's children, 50,675 shares
held in trust for Mr. Giller's grandchildren and 36,696 shares not presently
owned by Mr. Giller but subject to acquisition by him upon exercise of
outstanding stock options.

(6) Includes 39,748 shares not presently owned by Mr. Goldberg but subject to
acquisition by him upon exercise of outstanding stock options.

(7) Mr. Antoine Turmel is the president and controlling shareholder of Les
Placements Turan Inc. which is the registered holder of these shares.

(8) Ms. Emily Vernon is the controlling shareholder of the general partner of
Marmi Ltd., the limited partnership which is the registered holder of these
shares. The Emily Vernon Revocable Trust is a limited partner of such
limited partnership. Includes 12,875 shares not presently owned by Ms.
Vernon but subject to acquisition by her upon exercise of outstanding stock
options.
</FN>
</TABLE>

2
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth certain information as of February 28, 1995
as to the number of shares of Common Stock beneficially owned by each director,
the chief executive officer of the Corporation, each other officer of the
Corporation whose aggregate salary and bonus in 1994 exceeded $100,000 and all
directors and executive officers of the Corporation as a group:

<TABLE>
<CAPTION>
SHARES
BENEFICIALLY PERCENT
NAME OF BENEFICIAL OWNER OWNED(1) OF CLASS(2)
------------------------------------------------------------------------------------ ------------ -----------
<S> <C> <C>
Arthur H. Courshon.................................................................. 306,395(3) 8.37%
David Fenton........................................................................ 34,982(4) .96%
Lenore J. Gaynor.................................................................... 214,888(5) 5.94%
Norman M. Giller.................................................................... 251,657(6) 6.89%
Barton S. Goldberg.................................................................. 245,759(7) 6.73%
Jerrold F. Goodman.................................................................. 38,378(8) 1.06%
Louis Harris........................................................................ 55,362(9) 1.53%
Marc Lipsitz........................................................................ 10,300(10) .28%
Leonard H. Schwartz................................................................. 37,426(11) 1.03%
Antoine Turmel...................................................................... 344,076(12) 9.49%
Emily Vernon........................................................................ 352,270(13) 9.71%
Sherman Winn........................................................................ 22,589(14) .62%
Syed F. Zafar....................................................................... 30,307(15) .84%
All directors and executive officers as a group..................................... 1,944,389(16) 50.52%

<FN>
------------------------
(1) Except as otherwise indicated, the beneficial owner has sole voting and
investment power.

(3) See footnote 3 under 'VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS,' above.

(4) Includes 15,450 shares not presently owned by Mr. Fenton but subject to
acquisition by him upon exercise of outstanding options.

(5) See footnote 4 under 'VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS,' above.

(6) See footnote 5 under 'VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS,' above.

(7) See footnote 6 under 'VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS,' above.

(8) Includes 8,092 shares as to which Mr. Goodman shares voting and investment
power with his wife and 8,918 shares as to which Mr. Goodman shares voting
and investment power with another person. Includes 16,634 shares not
presently owned by Mr. Goodman but subject to acquisition by him upon
exercise of outstanding options.

(9) These shares are held in trust for the benefit of Mr. Harris.

(10) Includes 10,300 shares not presently owned by Mr. Lipsitz but subject to
acquisition by him upon exercise of outstanding options.

(11) Includes 19,312 shares not presently owned by Mr. Schwartz but subject to
acquisition by him upon exercise of outstanding options.

(12) See footnote 7 under 'VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS,' above.

(13) See footnote 8 under 'VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS,' above.

<PAGE>
(14) Includes 3,277 shares as to which Mr. Winn shares voting and investment
power with his wife. Includes 19,312 shares not presently owned by Mr. Winn
but subject to acquisition by him upon exercise of outstanding options.

(15) Includes 7,062 shares as to which Mr. Zafar shares voting and investment
power with his wife. Includes 11,595 shares not presently owned by Mr.
Zafar but subject to acquisition by him upon exercise of outstanding
options.

(16) Includes 234,800 shares subject to outstanding stock options held by
directors and officers which were exercisable on February 28, 1995 or
within 60 days of such date.
</FN>
</TABLE>

ELECTION OF DIRECTORS

The directors of the Corporation are divided into three classes, all
classes to be as nearly equal in number as possible, and ordinarily one class is
elected each year for a term of three years. At this Annual Meeting three
directors will be elected, to serve until the 1998 Annual Meeting of
Stockholders and until their respective successors are elected and qualify.
Unless otherwise specified, shares represented by proxies solicited hereby will
be voted for the election of NORMAN M. GILLER, BARTON S. GOLDBERG AND EMILY
VERNON, each to serve a three-year term.

NOMINEES FOR ELECTION

Set forth in the following table are the names of the nominees for election
as directors, and certain information regarding such persons. All nominees have
agreed to serve if elected. If for any reason not now known by the Corporation
any of said nominees should not be able to serve, the proxies will be voted for
a substitute nominee or nominees who will be designated by the Board of
Directors. The affirmative vote of a plurality of the total votes cast is
required for the election of directors. Subsidiaries of the Corporation are
indicated by italics.

Barton S. Goldberg Secretary and Treasurer of the Corporation; Director and President, 1969 1998
Age: 61 Jefferson Bank of Florida; Vice Chairman of the Board of Directors
Member of the and President, Jefferson Bank. Formerly: Director and Senior Vice
Executive Committee President, Jefferson National Bank at Sunny Isles; Director and
President, Jefferson Realty Corp.; Director, Regency Insurance
Co., insurance, Regency Premium Finance Co., financing, Tricounty
Insurance Co., insurance agency, and Regency Brokerage Service,
Inc., insurance brokers; Director and President, Jefferson
National Bank, Boca Raton; Director, Regency Life Insurance Co.,
insurance.

</TABLE>
4
<PAGE>

<FN>
------------------------
(1) See 'TRANSACTIONS INVOLVING MANAGEMENT,' below.
</FN>
</TABLE>

DIRECTORS CONTINUING IN OFFICE

Set forth in the following table are the names of the directors whose
present terms of office will continue after the meeting, and certain information
regarding such persons. Subsidiaries of the Corporation are indicated by
italics.

<TABLE>
<CAPTION>
POSITIONS WITH THE CORPORATION
AND BUSINESS EXPERIENCE DIRECTOR TERM TO
NAME AND AGE DURING THE LAST FIVE YEARS SINCE EXPIRE
--------------------- ------------------------------------------------------------------ -------- -------
<S> <C> <C> <C>
Arthur H. Courshon(1) Chairman of the Board of Directors and President of the 1969 1997
Age: 74 Corporation; Chairman of the Board of Directors, Jefferson Bank
Member of the of Florida and Jefferson Bank; Partner, Courshon and Courshon,
Executive Committee attorneys; President, Arthur and Carol Courshon Foundation,
RDCO, Inc., technology, and A.H.C.S.C. Inc. Formerly: Director,
Susan Crane, Inc., manufacturing; Chairman of the Board of
Directors and General Counsel of the Corporation, Jefferson
National Bank, Jefferson National Bank at Sunny Isles and
Jefferson National Bank, Boca Raton; Chairman of the Board of
Directors of Jefferson Realty Corp.; Chairman of the Board of
Directors and Chief Executive Officer of Jefferson Capital
Corp.; President, A.H.C.N.C., Inc.; Vice President, Lincoln Loan
and Discount; Director and Vice President, First Mortgage
Advisory Corporation.

David Fenton Director, Jefferson Bank of Florida; realtor; Trustee, Miami Beach 1979 1997
Age: 85 Board of Realtors; Chairman, Miami Beach Safety Committee.
Member of the Formerly: President, Miami Beach Board of Realtors; Founder,
Audit Committee Miami Jewish Home and Hospital for the Aged and Mt. Sinai
Medical Center.

Lenore J. Gaynor(1) Director, Jefferson Bank of Florida; private investor. Formerly: 1990 1996
Age: 66 Director and Secretary, Gaynor and Company, Inc., insurance.

Jerrold F. Goodman Director, Jefferson Bank of Florida; President, Yablick Charities, 1980 1996
Age: 63 Inc., private foundation; private investor. Formerly: Director,
Member of the Jefferson National Bank at Sunny Isles and Jefferson National
Compensation Bank, Boca Raton.
Committee and the
Audit Committee
</TABLE>

<PAGE>

Leonard H. Schwartz Director, Jefferson Bank of Florida and Jefferson Bank; President, 1979 1997
Age: 53 Miklen Television, Inc., a television production company,
Member of the Brookdale Management Company, a financial management company,
Audit Committee and Brookdale Management Co. South, a financial services
company. Formerly: President, Tres Palomas Development Company,
N.V., a real estate operation and development company; Partner,
Mt. Laurel, a real estate joint venture; Chief Operating Officer
of various closely held real estate partnerships, corporations
and joint ventures; Partner, Burl-Ranc, a real estate holding
and development joint venture; Partner, Sunset Realty Co.

Antoine Turmel President, Les Placements Turan Inc., investments; Director, 1994 1997
Age: 76 Canada Development Investment Corp. and Theatronics
International Limited, developer of equipment for medical
technology.

Sherman S. Winn Director, Jefferson Bank of Florida; Director, Greater Miami Hotel 1979 1996
Age: 72 and Motel Association; President, Metro-Dade Sister Cities
Member of the Program. Formerly: Commissioner, Metro-Dade County; Executive
Compensation Director, Greater Miami Hotel and Motel Association; Director,
Committee Jefferson National Bank at Sunny Isles; Senator, The Florida
Senate; Director, Hotels and Restaurants Division of the State
of Florida.

<FN>
------------------------
(1) See 'TRANSACTIONS INVOLVING MANAGEMENT,' below.
</FN>
</TABLE>

During 1994, the Board of Directors met twelve times, its Audit Committee
met four times and its Compensation Committee met three times. All directors,
including officers, received $300 for each meeting of the Board of Directors
held in 1994. All directors except officers received an additional fee at the
annual rate of $15,000 and a $200 per-day fee for each committee meeting
attended. The Chairman of the Audit Committee received $400 per day for each
Audit Committee meeting attended. All directors of the Corporation attended at
least 75% of the aggregate meetings held in 1994 of the Board of Directors and
committees on which they served.

The Audit Committee meets with the Corporation's independent auditors to
review and approve the scope and results of audit services, reviews the
independence of the Corporation's auditors, reviews the scope and results of the
Corporation's internal accounting controls, considers the range of audit fees
and makes recommendations to the Board of Directors regarding the engagement of
the Corporation's independent auditors.

<PAGE>
The Compensation Committee administers the Corporation's benefit plans
other than the Directors' Stock Option Plan. This committee meets to consider
the grant of stock options to key employees of the Corporation and its
subsidiaries pursuant to the Jefferson Bancorp 1985 and 1987 Stock Option Plans,
and the award of restricted stock to eligible participants under the Jefferson
Bancorp, Inc. Restricted Stock Plan. Other matters concerning management
compensation are considered by the entire Board of Directors.

The Corporation does not have a committee of directors concerned with the
selection of nominees for election as directors, a matter which is considered by
the entire Board of Directors.

STOCK OPTIONS FOR NON-EMPLOYEE DIRECTORS

On June 20, 1994, upon the recommendation of the Chairman of the Board, the
Board of Directors of the Corporation voted (with all non-employee directors
abstaining) to adopt the Jefferson Bancorp Directors' Stock Option Plan (the
'Plan'), subject to ratification by the stockholders of the Corporation. The
Plan, a copy of which is attached as Appendix A, provides (i) for the grant to
non-employee directors of the Corporation or of any of the Corporation's
subsidiaries (the 'Outside Directors') of options to purchase, pursuant to a
prescribed formula, an aggregate of 27,500 shares of Common Stock (subject to
adjustment for stock splits and similar changes) and (ii) for the administration
of options covering 110,000 and 27,500 shares previously granted pursuant to
separate stock option programs on October 28, 1992 and December 15, 1993,
respectively, to the then Outside Directors and approved by the stockholders at
their 1993 and 1994 annual meetings (the 'Prior Program Options'). Pursuant to
the Plan, options covering 27,500 shares were granted on June 20, 1994, subject
to stockholder ratification, based upon the following formula:

<TABLE>
<CAPTION>
YEARS OF OUTSIDE DIRECTOR SERVICE SHARES COVERED
------------------------------------ --------------
<S> <C>
Less than 2......................... None
At least 2 but less than 7.......... 1,250
At least 7 but less than 12......... 2,500
At least 12......................... 3,750
</TABLE>

Accordingly, the options granted under the Plan on June 20, 1994 (subject
to stockholder approval) were allocated, based on the foregoing formula, to the
Corporation's Outside Directors as follows:

<TABLE>
<CAPTION>
YEARS OF OUTSIDE
DIRECTOR SERVICE* SHARES COVERED
----------------- --------------
<S> <C> <C>
David Fenton................................................... 27 3,750
Lenore J. Gaynor............................................... 4 1,250
Irving E. Gennet............................................... 6 1,250
Jerrold F. Goodman............................................. 18 3,750
Louis Harris................................................... 27 3,750
Stanley D. Mitchel, M.D........................................ 25 3,750
Leonard H. Schwartz............................................ 18 3,750
Emily Vernon................................................... 9 2,500
Sherman S. Winn................................................ 18 3,750
All of the foregoing directors as a group...................... -- 27,500

<FN>
------------------------
* Includes service as a director of one or more of the Corporation's
subsidiaries.
</FN>
</TABLE>

<PAGE>
Each option granted on June 20, 1994 will be exercisable on June 20, 1995,
provided the optionee has continued in service as an Outside Director throughout
such one-year period. Each option granted under the Plan and each of the Prior
Program Options will permit the optionee to purchase the number of shares of
Common Stock that relate to such option upon payment to the Corporation of the
fair market value of the Common Stock on the date of grant of the option
($10.125 per share in the case of options granted on June 20, 1994). (On March
24, 1995, the closing price of the Common Stock in the over-the-counter market
was $15.125.) Payment may be made in cash, by delivering shares of Common Stock
already owned by the optionee and having a total fair market value equal to the
purchase price or by delivering a combination of shares and cash having a total
fair market value equal to the purchase price. No such option may be exercised
more than 10 years after the date of grant.

In addition, an optionee may, from time to time, surrender to the
Corporation all or any portion of his or her option granted under the Plan or
all or any portion of a Prior Program Option to the extent that it is then
exercisable. In such event, the obligation of the Corporation in respect of the
portion so surrendered may be discharged either by (i) payment to the optionee
of an amount in cash equal to the excess, if any, of the fair market value at
such time of the shares subject to the portion so surrendered over the aggregate
purchase price of such shares, (ii) the issuance or transfer to the optionee of
shares of Common Stock with a fair market value equal to such excess, or (iii) a
combination of cash and shares with a combined value equal to such excess, all
as the optionee may elect. In the event of such a surrender of all or a portion
of an option, the number of shares relating to the portion so surrendered shall
not again become available for future grants under the Plan.

In recommending the adoption of the Plan and the grant of the options
thereunder, the Chairman expressed his belief that the growth and progress of
the Corporation through the years have been due in no small measure to the
diligence and dedication of the directors of the Corporation and its
subsidiaries. By granting the options the Corporation would be recognizing the
past services of such directors and providing an incentive for such services in
the future. The number of shares covered by the options awarded under the Plan
takes into account, and is based upon, the longevity of service of the
respective optionees in accordance with the foregoing formula.

If adopted by the stockholders, the Plan will be effective as of June 20,
1994. The Plan and the Prior Program Options will be administered by a committee
of the Board of Directors consisting of not less than three nor more than five
directors appointed by the Board, none of whom is eligible to receive any
options under the Plan. The Committee shall initially consist of Arthur H.
Courshon, Norman M. Giller and Barton S. Goldberg.

Shares issued upon exercise of options granted under the Plan or the Prior
Program Options (i) may be authorized and unissued shares or treasury shares and
(ii) shall upon issuance be fully paid and non-assessable. If any option granted
under the Plan or the Prior Program Options terminates or expires, new options
may thereafter be granted covering such shares.

All options granted under the Plan and the Prior Program Options are
nonqualified stock options, the taxation of which is governed by the Internal
Revenue Code of 1986, as amended, and the regulations thereunder. The optionee
does not recognize taxable income from the grant of the option, but generally
recognizes ordinary income upon its exercise to the extent that the fair market
value of the stock acquired on the date of exercise exceeds the option price.
Any cash or the fair market value of the shares of Common Stock received upon
the surrender of options will also be treated as ordinary income. The
Corporation generally will be entitled to a deduction for federal income tax
purposes in an amount equal to the amount of ordinary income recognized by the
optionee at the time the optionee recognizes such income.

Upon a subsequent disposition of the shares acquired pursuant to the
exercise of a nonqualified stock option, the optionee will recognize either
long-term or short-term capital gain (or loss) to the extent of the

<PAGE>
difference between the fair market value of the stock on the date of exercise
and the amount received upon its disposition, depending on whether the optionee
has held the stock for the requisite capital gains holding period (currently
more than one year).

No option granted under the Plan, and no Prior Program Option, shall be
transferable other than by will or by the laws of descent and distribution.
During the lifetime of the optionee an option shall be exercisable only by him.

In the event of any change in the Common Stock of the Corporation by reason
of any stock dividend, recapitalization, reorganization, merger, consolidation,
split-up, combination or exchange of shares, or rights offering to purchase
Common Stock at a price substantially below fair market value, or of any similar
change affecting the Common Stock, the number and kind of shares which
thereafter may be optioned and sold under the Plan and the number and kind of
shares subject to option in outstanding option agreements and the purchase price
per share thereof shall be appropriately adjusted consistent with such change to
prevent substantial dilution or enlargement of the rights granted to, or
available for, participants in the Plan.

The Board of Directors of the Corporation may at any time amend, suspend or
terminate the Plan; provided, however, that, subject to the anti-dilution
provisions described above, no action of the Board of Directors or of the
Committee may, without the approval of the stockholders of the Corporation, (i)
increase the number of shares reserved for options, (ii) permit the granting of
any option at any option price less than that determined in accordance with the
provisions of the Plan, (iii) shorten the period which must elapse between the
date of grant of any option and its exercise or (iv) permit the extension or
granting of options which expire beyond the period of ten years from the date of
grant. Without the written consent of an optionee, no amendment, discontinuance
or termination of the Plan shall alter or impair any option previously granted
to him under the Plan.

Any inconsistency between the description of the Plan contained in this
proxy statement and the Plan document, attached hereto as Appendix A, shall be
governed by the Plan document.

An affirmative vote by the holders of a majority of the shares of Common
Stock present and voting at the meeting is required to ratify adoption of the
Jefferson Bancorp Directors' Stock Option Plan and the grant on June 20, 1994 of
the foregoing options. Failure to adopt the Plan will not affect the Prior
Program Options approved by the stockholders at their 1993 and 1994 Annual
Meetings, for the reason that the Plan merely provides for the administration of
such options consistent with the terms thereof as described in the proxy
statements for such meetings. However, if the Plan is not approved, the options
granted on June 20, 1994 will be void and of no effect. The Board of Directors
recommends a vote in favor of the ratification of adoption of the Plan and the
grant of options thereunder on June 20, 1994.

<PAGE>
EXECUTIVE COMPENSATION

The following table sets forth information as to all compensation earned,
paid or payable for services rendered to the Corporation and its subsidiaries
during 1994 to the chief executive officer and each of the other executive
officers of the Corporation whose aggregate salary and bonus in 1994 exceeded
$100,000 (collectively, the 'Named Executive Officers'):

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION AWARDS
-----------------------
ANNUAL COMPENSATION RESTRICTED
---------------------------- STOCK ALL OTHER
NAME AND SALARY(1) BONUS AWARDS(S)(2) OPTIONS COMPENSATION(3)
PRINCIPAL POSITION YEAR ($) ($) ($) (#) ($)
------------------------------------- ---- --------- ------- ---------- ------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Arthur H. Courshon 1994 $ 229,221 $87,500 $ 150,000 20,000 $ 3,384
Chairman of the Board of 1993 229,498 87,500 150,000 0 282
Directors, President & Chief 1992 237,256 87,500 116,250 0 61,074
Executive Officer

Norman M. Giller 1994 $ 104,671 $25,000 $ 100,000 16,000 $ 1,737
Vice Chairman of the Board 1993 105,348 25,000 100,000 0 145
of Directors 1992 108,806 25,000 77,500 0 31,737

Barton S. Goldberg 1994 $ 219,100 $68,250 $ 140,000 12,000 $ 5,118
Director, Secretary and Treasurer 1993 219,377 68,250 140,000 0 150
1992 226,753 68,250 108,500 0 45,068

Marc Lipsitz 1994 $ 139,269 $10,000 $ 0 5,000 $ 3,462
Senior Vice President and 1993 66,481 5,000 0 5,000 0
General Counsel 1992 0 0 0 0 0

Syed F. Zafar 1994 $ 91,731 $30,000 $ 25,000 5,000 $ 1,890
Senior Vice President and 1993 83,302 25,000 25,000 0 31
Comptroller 1992 82,500 18,500 19,375 0 5,245

<FN>
------------------------
(1) Includes fees for service as a director.

(2) As of December 31, 1994, the aggregate number and value, respectively, of
shares of restricted stock held by each of the named individuals were as
follows: Mr. Courshon: 45,900-$470,475; Mr. Giller: 30,600-$313,650; Mr.
Goldberg: 42,840-$439,110; Mr. Lipsitz: 0-$0; Mr. Zafar: 7,650-$78,412.50.
The restrictions on restricted stock lapse on the third anniversary of the
date of grant. Dividends on restricted stock are paid to the stockholder.

(3) The amounts set forth in this column for 1994 represent (i) premiums paid by
the Corporation on group term life insurance for the named individual, as
follows: Mr. Courshon: $3,384; Mr. Giller: $1,737; Mr. Goldberg: $2,808; Mr.
Lipsitz: $1,152; Mr. Zafar: $452; and (ii) employer-matching contributions,
equal to 25% of the amount each employee of the Corporation elected to have
withheld from his compensation during 1994 under the Corporation's 401(k)
Plan; such contributions for the named individuals were as follows: Mr.
Courshon: $0; Mr. Giller: $0; Mr. Goldberg: $2,310; Mr. Lipsitz: $2,310; Mr.
Zafar: $1,438.
</FN>
</TABLE>

<PAGE>
The following table contains information concerning the grant of stock
options to the Named Executive Officers during the year ended December 31, 1994:

OPTION/SAR GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
POTENTIAL
INDIVIDUAL GRANTS REALIZABLE
------------------------------------------------- VALUE AT ASSUMED
NUMBER OF ANNUAL RATES
SECURITIES PERCENT OF TOTAL OF STOCK PRICE
UNDERLYING OPTIONS/SARS EXERCISE APPRECIATION FOR
OPTIONS/ GRANTED TO OR BASE OPTION TERM
SARS EMPLOYEES IN PRICE EXPIRATION ------------------
NAME GRANTED(#) FISCAL YEAR(1) ($/SH) DATE 5%($) 10%($)
--------------------------------------------- ---------- ---------------- ------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Arthur H. Courshon........................... 20,000 22.7% $10.125 6/20/04 $127,351 $322,733
Norman M. Giller............................. 16,000 18.2% 10.125 6/20/04 101,881 258,186
Barton S. Goldberg........................... 12,000 13.6% 10.125 6/20/04 76,411 193,640
Marc Lipsitz................................. 5,000 5.7% 10.000 5/19/04 31,445 79,687
Syed F. Zafar................................ 5,000 5.7% 10.125 6/20/04 31,838 80,683

<FN>
------------------------
(1) During the fiscal year ended December 31, 1994, employees of the Corporation
were granted an aggregate of 88,000 options.
</FN>
</TABLE>

The following table sets forth information as to the value realized by the
Named Executive Officers upon exercise of stock options during 1994 and as to
the value as of December 31, 1994 of unexercised options held by each of them:

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL
YEAR AND FY-END OPTION/SAR VALUES

<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
AT FISCAL AT FISCAL
NUMBER OF YEAR-END(#) YEAR-END($)
SHARES ------------- -----------------
ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE(1)
--------------------------------------------- ----------- -------- ------------- -----------------
<S> <C> <C> <C> <C>
Arthur H. Courshon........................... 0 $ 0 47,729 / 257 $53,274 / $103
Norman M. Giller............................. 2,337 3,213 36,696 / 0 39,944 / 0
Barton S. Goldberg........................... 12,539 34,018 39,748 / 0 49,930 / 0
Marc Lipsitz................................. 0 0 10,300 / 0 8,075 / 0
Syed F. Zafar................................ 6,269 17,008 17,744 / 0 30,705 / 0

<FN>
------------------------
(1) Market Value of Common Stock as of December 31, 1994, minus the exercise or
base price.
</FN>
</TABLE>

Report of the Compensation Committee on Executive Compensation.

From the Corporation's inception one of its primary tenets has been the
preservation of its shareholders' capital, seeking income and long-term growth
only from a secure and safe base of high capitalization. This policy has served
the Corporation well in an era when the lure of short-term profits has led to
the collapse of a dismaying number of financial institutions in a nationwide
debacle of unprecedented magnitude. The incentive compensation program is
designed and administered within the framework of that tenet. Growth in earnings
is encouraged, but only to the extent that it can be attained without undue
risk.

The Corporation's Restricted Stock Plan and stock option plans are intended
to foster closer identification with shareholders' interests on the part of
senior executives by promoting increased equity

<PAGE>
participation. Longevity of service is encouraged by limiting participation in
the Restricted Stock Plan to executives who have been employed by the
Corporation or its subsidiaries for a minimum of five years, with eligibility
for higher awards dependent on longer service, so that the highest awards are
available only for executives who have been so employed for at least fifteen
years. Awards under the plan are subject to forfeiture if the grantee's
employment with the Corporation ends for any reason other than death,
disability, retirement or a change in control of the Corporation. Similarly,
options granted under the Corporation's stock option plans generally are
unexercisable unless the recipient remains in the employ of the Corporation for
at least six months after the date of grant, and the right to exercise is lost
upon the termination of the recipient's employment for any reason other than
death, disability or retirement.

In recommending in 1994 that the chief executive officer be awarded a cash
bonus and shares of restricted stock, the Compensation Committee recognized that
under his direction the Corporation's capital ratio remained in the industry's
highest percentage category, exceeding all governmental requirements, while
consolidated net income, earnings per share, return on average assets and return
on average stockholders' equity all increased. Those increases were achieved in
the context of the lingering effects of a nationwide recession.

Respectfully submitted,

THE COMPENSATION COMMITTEE:

Sherman S. Winn, Chairman
Louis Harris
Jerrold F. Goodman

<PAGE>
PERFORMANCE GRAPH
Comparison of Five Year-Cumulative Total Returns
Performance Graph for
JEFFERSON BANCORP INC.

12/29/89 12/31/90 12/31/91 12/31/92 12/31/93 12/30/94
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
JEFFERSON BANCORP INC. 100.0 71.0 66.7 76.8 99.1 107.0
Nasdaq Stock Market (US Companies) 100.0 84.9 136.3 158.6 180.9 176.9
Self-Determined Peer Group 100.0 57.8 75.0 111.9 163.9 223.8

</TABLE>

13
<PAGE>
The self-determined peer group used in the performance graph consists of
the eight bank holding companies identified in the legend. These companies were
selected by the Corporation from among bank holding companies the stock of which
is traded on NASDAQ, and with a market capitalization similar to that of the
Corporation. The peer group used in the performance graph in the Corporation's
1994 proxy statement contained an additional corporation which is no longer
listed on NASDAQ and for which 1994 data are therefore unavailable.

DIRECTORS' AND EXECUTIVES' SEVERANCE AND RETIREMENT PLANS

Effective May 1, 1989, the Corporation adopted the Jefferson Bancorp, Inc.
Executive Severance Plan (the 'Severance Plan'). The Severance Plan provided for
cash payments to the senior officers of the Corporation and its subsidiaries in
the event that their employment by the Corporation and its subsidiaries was
terminated voluntarily or involuntarily at any time during a one-year period
following a Change in Control (as defined below) of the Corporation.

Effective January 1, 1994, the Severance Plan was renamed the Jefferson
Bancorp, Inc. Directors' and Executives' Severance and Retirement Plan and was
amended to provide for cash payments to directors and senior officers of the
Corporation upon a Change in Control, whether or not their employment is
terminated as a result thereof, or upon their retirement. The Corporation's two
banking subsidiaries each adopted substantially identical plans covering their
own directors and senior officers. The Corporation's plan and those of its
banking subsidiaries are hereinafter referred to collectively as the 'Severance
and Retirement Plans.'

The persons eligible to receive benefits under the Severance and Retirement
Plans are the non-employee directors of the Corporation, the Chairman of the
Board, the President, the Vice Chairman, the Secretary-Treasurer, all Executive
Vice Presidents, the Counsel, the Comptroller and all Senior Vice Presidents of
the Corporation and of each of its subsidiaries, provided that such directors
have served the Corporation or a subsidiary as such, and such officers have been
employed by the Corporation or a subsidiary (in either event, 'Eligibility
Service'), for five years or more (at which time such directors and officers
become 'Participants'). Benefits under the Severance and Retirement Plans are
based on the length of Eligibility Service and the Participant's 'Last Base
Salary,' defined as all compensation received by the Participant for services
rendered to the Corporation and its subsidiaries for the calendar year
immediately preceding the year in which the Participant retires or the Change in
Control takes place (except for Participants who have attained the age of 60 and
have 25 or more years of Eligibility Service, in which case the year is the one
in which such Participant's compensation was highest, among the last five years
next preceding the year in which such retirement or Change in Control takes
place). While benefits to the Participant under the combined Severance and
Retirement Plans are based upon his aggregate compensation for services to the
Corporation and its subsidiaries, the responsibility for paying such benefits is
divided among the Corporation and its subsidiaries in the respective proportions
in which the expense for such compensation was allocated to them in their
financial records.

Upon the retirement of a Participant at his Normal Retirement Date (i.e.,
the later of January 1, 1999 or his 65th birthday) or upon a Change in Control
of the Corporation, the Severance and Retirement Plans provide in the aggregate
for payments to the Participant equal to (a) such Participant's Last Base Salary
if he has five years of Eligibility Service, but less than ten; (b) two times
such Participant's Last Base Salary if he has ten years of Eligibility Service,
but less than fifteen; or (c) three times such Participant's Last Base Salary if
he has fifteen years or more of Eligibility Service. For purposes of the
Severance and Retirement Plans, 'Change in Control' of the Corporation means a
change in control of a nature required to be reported by the Corporation in a
filing with the Securities and Exchange Commission. Such a change in control
shall be deemed to have occurred if and when (a) any person is or becomes a
beneficial owner, directly or indirectly, of securities of the Corporation
representing 40 percent or more of the combined

<PAGE>
voting power of the Corporation's then outstanding securities, or (b)
individuals who were members of the Board of Directors of the Corporation
immediately prior to a meeting of the stockholders of the Corporation involving
a contest for the election of directors do not constitute a majority of the
Board of Directors following such election.

Except as otherwise specified in the Participant's salary continuation
agreement described below, retirement benefits under the Severance and
Retirement Plans vest yearly and ratably, while the Participant remains a
Participant, over a period of years commencing on the later of the date upon
which he becomes eligible for participation in the Plans or January 1, 1994 and
terminate on his Normal Retirement Date; for example, a Participant who became
eligible for participation in the Plans prior to January 1, 1994 and whose
Normal Retirement Date is January 1, 1999 became vested in 20% of his retirement
benefits on January 1, 1995 and shall become vested in an additional 20% each
January 1 thereafter until he becomes fully vested on his Normal Retirement
Date. In the event that he ceases to be a Participant prior to his retirement
and prior to a Change in Control of the Corporation, his vested benefits shall
be paid to him on his Normal Retirement Date.

Each Participant in the Severance and Retirement Plans enters into a salary
continuation agreement with the Corporation or the subsidiary which sponsors the
Plan, in which he specifies whether he elects to have benefits under the Plan
paid to him in a lump sum or over a period of months set forth in the agreement,
not to exceed 180. Monthly payments shall be in an amount which will amortize
the benefit amount over the number of months so set forth at an annual interest
rate, compounded monthly, which is not in excess of the base rate of Jefferson
Bank of Florida on the effective date of the agreement. Neither the salary
continuation agreement nor the Severance and Retirement Plans constitute an
employment policy or contract or retainer agreement, or confer upon the
Participant the right to remain an employee or director of the Corporation or
subsidiary in question.

It is intended that benefits under the Severance and Retirement Plans and
benefits under the Corporation's Death and Disability Benefit Plan are to be
mutually exclusive, not duplicative; for example, if a Participant receives
benefits under the Death and Disability Benefit Plan by virtue of his
Disability, as defined therein, he shall no longer be eligible for benefits
under the Severance and Retirement Plans. It is also intended that retirement
benefits under the Severance and Retirement Plans and benefits payable
thereunder upon a Change in Control of the Corporation are to be mutually
exclusive, not duplicative; for example, a Participant who receives benefits
under the Plans by virtue of a Change in Control will no longer be eligible to
receive retirement benefits under the Plans.

As of February 28, 1995, eight directors and seven senior officers of the
Corporation and its subsidiaries, including four Named Executive Officers, were
eligible to participate in the Severance and Retirement Plans, having then
completed at least five years of Eligibility Service with the Corporation or its
subsidiaries, as the case may be. As of that date, Messrs. Courshon, Giller,
Goldberg, Lipsitz and Zafar were credited with 26, 26, 26, 1 and 16 years of
Eligibility Service, respectively, under the Severance and Retirement Plans. As
of such date, no benefits had been paid to the Corporation's Named Executive
Officers under the Plans.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's officers and directors, and persons who own more than ten percent
of the Corporation's Common Stock, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission and the National
Association of Securities Dealers. Officers, directors and beneficial owners of
greater than ten percent of the Corporation's Common Stock are required by
regulation to furnish the Corporation with copies of all Section 16(a) forms
they file.

<PAGE>
The Corporation has concluded, based solely on a review of the copies of
the Section 16(a) report forms furnished to the Corporation, that with respect
to the period from January 1, 1994 through December 31, 1994 all such forms were
filed in a timely manner by the Corporation's officers, directors and greater
than ten-percent beneficial owners, with the following exceptions: (i) Norman M.
Giller neglected until December 1994 to file a form reporting a purchase on
March 31, 1994 of 1,000 shares of the Corporation's Common Stock by a trust for
the benefit of his grandchildren, (ii) Jerrold F. Goodman neglected until
February 1995 to file a form reporting the purchase of an aggregate of 5,301
shares of Common Stock by his mother, as joint tenant with him, in three
transactions (occurring respectively in 1986, 1987 and 1993), (iii) Arthur H.
Courshon did not file until February 21, 1995 a form due February 14, 1995
reporting the gift of 1,000 shares of Common Stock, and (iv) due to a
misunderstanding of the applicable rules, forms were not filed until March 1995
with respect to the grants of stock options to Messrs. Fenton, Goodman, Harris,
Schwartz and Winn, and Mmes. Gaynor and Vernon, approved by the stockholders in
1993 and 1994 (two transactions each), the grants in 1994 to Messrs. Courshon,
Giller, Goldberg and Zafar (one transaction each) and the grants in 1993 and
1994 to Mr. Lipsitz (two transactions).

TRANSACTIONS INVOLVING MANAGEMENT

During 1994 certain directors and officers of the Corporation, corporations
of which they were directors, officers or both, partnerships of which they were
members, proprietorships of which they were owners, and members of their
immediate families were customers of, or had transactions with, the Corporation
and the Corporation's subsidiary banks in the ordinary course of business.
Additional transactions may be expected to take place in the ordinary course of
business in the future. All loans and commitments included in such transactions
were made on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
other persons and did not involve more than normal risk of collectibility or
present other unfavorable features to the Corporation.

Jefferson Bank of Florida leases office space from Giller Building, a
partnership of which Norman M. Giller, a director and officer of the Corporation
and an owner of more than five percent of the issued and outstanding Common
Stock of the Corporation, is a general partner. The lease provides for an annual
rental of approximately $36,113 which in 1994 constituted approximately 5
percent of the annual gross revenues of the partnership. The terms of the lease
were at least as favorable to the Corporation as those which might be obtained
from an unaffiliated party.

The Corporation's insurance agency is Gaynor and Company, Inc. David J.
Gaynor, the son of Lenore J. Gaynor, is the sole stockholder of Gaynor and
Company, Inc. Mrs. Gaynor is a director of the Corporation and a beneficial
owner of more than five percent of the issued and outstanding Common Stock of
the Corporation.

With respect to property and casualty insurance, premium payments made by
the Corporation to Gaynor and Company, Inc. aggregated approximately $352,375 in
1994, of which approximately $44,278 was retained by Gaynor and Company, Inc. as
gross commissions. Gaynor and Company, Inc. also received approximately $40,010
in gross commissions earned as agent with respect to the Corporation's 401(k),
group life, health and disability insurance plans. Additionally, Gaynor and
Company, Inc. received from JR Hotel Corp., a subsidiary of Jefferson Bank, one
of the Corporation's banking subsidiaries, approximately $113,162 in premiums
with respect to property and casualty insurance covering Sea Club Hotel, which
is owned and operated by JR Hotel Corp. Approximately $12,471 of this amount was
retained as gross commissions. The terms of the transactions with Gaynor and
Company, Inc. were at least as favorable to the Corporation and its subsidiary
as those which might be obtained from an unaffiliated party.

<PAGE>
In 1994, the Corporation and its subsidiaries purchased a life insurance
policy covering a senior officer of the Corporation and its subsidiaries in
order to provide funding for the Corporation's Death and Disability Benefit
Plan. David J. Gaynor, in his individual capacity, acted as sales agent in
connection with the purchase of the policy, the aggregate face amount of which
is $300,000. In connection with the sale and as residual commissions on policies
sold to the Corporation and its subsidiaries in 1990, 1991, 1992 and 1993, Mr.
Gaynor could retain as much as approximately $7,260 in gross commissions.

Jack R. Courshon is the brother of Arthur H. Courshon, who is a director
and executive officer of the Corporation and the beneficial owner of more than
five percent of the issued and outstanding Common Stock of the Corporation. Jack
R. Courshon renders services as a consultant to the Corporation and as Assistant
to the Chairman. From January 1, 1994 through March 27, 1995, Mr. Courshon
received $107,504 in compensation for his services to the Corporation. The terms
of Mr. Courshon's consulting agreement with the Corporation, which is terminable
at will by either party, are at least as favorable to the Corporation as those
which might be obtained from an unaffiliated party.

The law firm of Courshon and Courshon, of which Arthur H. Courshon, who is
a director and an executive officer of the Corporation, is a partner, provides
legal services, from time to time, to the Corporation's banking subsidiaries in
connection with the closing of loan transactions secured by mortgages. The
borrower pays the legal fees incurred by the bank. The law firm also arranges
for title insurance in connection with these transactions, with premiums being
paid to the firm by the borrower. In 1994, the amount received by the law firm
totalled approximately $21,140, most of which represented insurance premiums and
attorneys' title fees. It is expected that Courshon and Courshon will continue
to provide such services to the banking subsidiaries in the future.

ANNUAL REPORT AND FINANCIAL INFORMATION

A copy of the Corporation's Annual Report for the fiscal year ended
December 31, 1994, containing audited consolidated financial statements of the
Corporation and its subsidiaries for the past two fiscal years, has been
enclosed with this Proxy Statement.

SELECTION OF AUDITORS

On February 28, 1995 the Board of Directors of the Corporation, on the
recommendation of its Audit Committee, appointed the accounting firm of Deloitte
& Touche LLP as the independent auditors of the Corporation for its fiscal year
ending December 31, 1995. This firm (including its predecessor, Deloitte Haskins
& Sells) has served in the same capacity since 1970, has no financial interest
of any kind in the Corporation and has no other connection with the Corporation
except for providing occasional management consultation services.

A representative of Deloitte & Touche LLP is expected to be present at the
1995 Annual Meeting of Stockholders; he will have an opportunity to make a
statement if he desires to do so and will be available to respond to appropriate
questions from any stockholders.

DATE FOR STOCKHOLDER PROPOSALS

Stockholder proposals intended for submission at the 1996 Annual Meeting of
Stockholders must be received by the Corporation at its principal executive
offices, 301 Arthur Godfrey Road, Miami Beach, Florida 33140, no later than
December 1, 1995 to be eligible for inclusion in the Corporation's proxy
statement and form of proxy relating to the 1996 Annual Meeting of Stockholders.

<PAGE>
OTHER MATTERS

The Board of Directors knows of no other matters to be brought before the
Annual Meeting. However, if any other matters are properly brought before the
Annual Meeting, the persons named in the accompanying proxy intend to vote the
shares represented by such proxy in accordance with their best judgment.

The Corporation will bear the cost of soliciting proxies on behalf of the
Board of Directors. In addition to solicitation by mail, proxies may be
solicited by officers and regular employees of the Corporation, personally or by
telephone or telegraph. The Corporation will request banks, brokers and other
nominees, custodians and fiduciaries to forward proxy material to the beneficial
owners and to seek instructions with respect to the execution of proxies, and
the Corporation will reimburse them for their expenses in this connection.

PLEASE MARK, DATE, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY

By Order of the Board of Directors,

BARTON S. GOLDBERG
Secretary

Miami Beach, Florida
March 31, 1995

<PAGE>
APPENDIX A

JEFFERSON BANCORP DIRECTORS' STOCK OPTION PLAN

1. PURPOSE. The purpose of this Plan is to provide a means whereby
Jefferson Bancorp, Inc. (the 'Company') may, through the grant of options to
purchase common stock, par value $1.00 per share, of the Company ('Common
Stock') to directors of the Company or of any Subsidiary who are not employees
of the Company or any Subsidiary (each, an 'Outside Director'; collectively the
'Outside Directors'), attract and retain persons of ability as Outside Directors
and motivate such Outside Directors to exert their best efforts on behalf of the
Company and any Subsidiary. As used herein the term 'Subsidiary' shall mean any
corporation which at the time qualifies as a subsidiary of the Company under the
definition of 'subsidiary corporation' in Section 424(f) of the Internal Revenue
Code of 1986, as amended from time to time (the 'Code'), or any similar
provision hereafter enacted. It is intended that the Plan shall meet the
criteria of Rule 16b-3(b)(iii) promulgated by the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934, as amended, as in
effect on April 30, 1991, and the terms and conditions of the Plan shall be
construed and interpreted in accordance therewith.

2. SHARES SUBJECT TO THE PLAN. On April 21, 1993 and April 20, 1994, the
shareholders of the Company authorized, approved and ratified options to
purchase 137,500 shares of Common Stock granted to Outside Directors pursuant to
two separate and distinct programs specifically submitted to, and authorized by,
the Company's shareholders (the 'Prior Programs'). The options granted under the
Prior Programs are subject to this Plan only for purposes of administration and
accounting convenience. In addition, on June 20, 1994, options were granted by
the Company to Outside Directors to purchase an aggregate of 27,500 shares of
Common Stock and such shares, together with the shares previously granted
under the Prior Programs, totaling an aggregate of 165,000 shares, shall be
reserved for options granted under the Plan and the Prior Programs (subject to
adjustment as provided in Section 5(h)). The shares issued upon exercise of
options granted under the Plan, and the shares issued upon exercise of options
previously granted under the Prior Programs, (i) may be authorized and unissued
shares or shares held by the Company in its treasury and (ii) shall upon
issuance be fully paid and non-assessable. If any option granted under the Plan
or the Prior Programs shall terminate or expire new options may thereafter be
granted under the Plan covering such shares.

3. ADMINISTRATION OF THE PLAN. The Plan shall be administered by a
committee (the 'Committee') of the Board of Directors (the 'Board') consisting
of not less than three nor more than five members appointed by the Board. The
Committee shall keep minutes of its meetings and of action taken by it without a
meeting. A majority of the Committee shall constitute a quorum, and the acts of
a majority of the members present at any meeting at which a quorum is present,
or acts approved by the unanimous written consent of the members of the
Committee without a meeting, shall be the acts of the Committee. Each member of
the Committee shall be a member of the Board who is not eligible to receive any
option under the Plan. Any vacancy occurring in the membership of the Committee
shall be filled by appointment of the Board.

Subject to the terms and conditions of the Plan and, in the case of the
Prior Programs, the documents authorizing grants under the Prior Programs (the
'Prior Program documents') (the applicable provisions of the Company's 1993 and
1994 proxy materials, the grant letters for options under the Prior Programs and
resolutions of the Board relating thereto), the Committee may interpret the
Plan, prescribe, amend and rescind any rules and regulations necessary or
appropriate for the administration of the Plan, and make such other
determinations and take such other actions it deems necessary or advisable,
except as otherwise expressly reserved to the Board under the Plan. Any
interpretation, determination or other action made or taken by the Committee
shall be final, binding and conclusive.

A-1

<PAGE>
4. ELIGIBILITY. Persons eligible for the grant of options under the Plan
were persons who qualified as Outside Directors on June 20, 1994. Each person
who was an Outside Director on June 20, 1994 has been granted (subject to
appropriate shareholder approval) options to purchase a number of shares of
Common Stock in accordance with the following schedule:

5. TERMS AND CONDITIONS OF OPTIONS. Each option granted under the Plan
shall be evidenced by an agreement, in form approved by the Committee, which
shall be subject to the following express terms and conditions and to such other
terms and conditions as the Committee, in accordance with and subject to the
provisions of the Plan, may deem appropriate:

(A) OPTION PERIOD. Each option agreement shall specify that an option
granted hereunder shall have a term of 10 years and shall provide that the
option shall expire at the end of such period.

(B) OPTION PRICE. The option price per share shall be equal to the fair
market value (but in no event less than the par value) of the Common Stock
of the Company at the time the option is granted, as determined by the
Committee.

(C) EXERCISE OF OPTION. Each option granted hereunder shall become
exercisable on June 20, 1995, provided the optionee has been in continuous
service as an Outside Director from the date of grant of the option through
June 20, 1995.

(D) PAYMENT OF PURCHASE PRICE UPON EXERCISE. The purchase price of the
shares as to which an option shall be exercised shall be paid to the
Company at the time of exercise either (i) in cash or (ii) by delivering
Common Stock of the Company already owned by the optionee and having a
total fair market value on the date of such delivery equal to the purchase
price or (iii) by delivering a combination of cash and Common Stock of the
Company having a total fair market value on the date of such delivery equal
to the purchase price.

(E) EXERCISE IN THE EVENT OF DEATH OR TERMINATION OF SERVICE. (1) If an
optionee's service as an Outside Director of the Company or a Subsidiary
shall terminate because of his permanent disability, or because of his
retirement, he may exercise his option, to the extent that he may be
entitled to do so at the date of the termination of such service, at any
time, or from time to time, within three months after termination of such
service because of his retirement or within twelve months after termination
of such service because of his permanent disability, but in no event later
than the expiration date specified in paragraph (a) of this Section 5. (2)
If any optionee shall die (i) while serving as an Outside Director of the
Company or a Subsidiary or (ii) within three months after termination of
such service with the Company or a Subsidiary because of his retirement or
within twelve months after termination of such service because of his
permanent disability, his option may be exercised, to the extent that the
optionee shall have been entitled to do so at the date of his termination
of such service, by the person or persons to whom the optionee's rights
under the option pass by will or applicable law, or if no such person has
such right, by his executors or administrators, at any time, or from time
to time, but not later than the expiration date specified in paragraph (a)
of this Section 5 or the first anniversary of the optionee's death,
whichever is earlier. (3) If an optionee's service as a director shall
terminate for any reason other than death, permanent disability or
retirement as aforesaid, all rights to exercise his options shall terminate
at the date of such termination of service.

A-2

<PAGE>
(F) TRANSFERABILITY OF OPTIONS. No option under the Plan shall be
transferable other than by will or by the laws of descent and distribution.
During the lifetime of the optionee an option shall be exercisable only by
him.

(G) INVESTMENT REPRESENTATION. Each option agreement may contain an
undertaking that, upon demand by the Committee for such a representation,
the optionee (or any person acting under Section 5(e)) shall deliver to the
Committee at the time of any exercise of an option a written representation
that the shares to be acquired upon such exercise are to be acquired for
investment and not for resale or with a view to the distribution thereof.
Upon such demand, delivery of such representation prior to the delivery of
any shares issued upon exercise of an option and prior to the expiration of
the option period shall be a condition precedent to the right of the
optionee or such other person to purchase any shares.

(H) ADJUSTMENTS IN THE EVENT OF CHANGE IN COMMON STOCK. In the event of
any change in the Common Stock of the Company by reason of any stock
dividend, recapitalization, reorganization, merger, consolidation,
split-up, combination or exchange of shares, or rights offering to purchase
Common Stock at a price substantially below fair market value, or of any
similar change affecting the Common Stock, the number and kind of shares
which thereafter may be optioned and sold under the Plan and the number and
kind of shares subject to option in outstanding option agreements and the
purchase price per share thereof shall be appropriately adjusted consistent
with such change to prevent substantial dilution or enlargement of the
rights granted to, or available for, participants in the Plan.

(I) OPTIONEES TO HAVE NO RIGHTS AS A STOCKHOLDER. No optionee shall
have any rights as a stockholder with respect to any shares subject to his
option prior to the date on which he is recorded as the holder of such
shares on the records of the Company.

(J) PLAN AND OPTION NOT TO CONFER RIGHTS WITH RESPECT TO CONTINUANCE OF
SERVICE. Neither the Plan nor any option under the Plan shall confer upon
any optionee any right with respect to continuance of service as an Outside
Director of the Company or any Subsidiary, nor shall they interfere in any
way with the right of the Company or any Subsidiary which he serves as an
Outside Director to terminate his service at any time.

(K) OTHER OPTION PROVISIONS. The optionee, from time to time, may
surrender all or any portion of any option then subject to exercise, and
the obligation of the Company in respect of the portion so surrendered may
be discharged either by (i) payment to the optionee of an amount in cash
equal to the excess, if any, of the fair market value at such time of the
shares subject to the portion so surrendered over the aggregate purchase
price of such shares, (ii) the issuance or transfer to the optionee of
shares of Common Stock with a fair market value equal to such excess, or
(iii) a combination of cash and shares with a combined value equal to such
excess, all as the optionee may elect. In the event of such a surrender of
all or a portion of an option, the number of shares relating to the portion
so surrendered shall not again become available for future grants under the
Plan.

(L) PRIOR PROGRAMS. Grants of options made under the Prior Programs
shall be administered in accordance with the applicable Prior Program
documents and, to the extent not inconsistent therewith, the Plan.

6. COMPLIANCE WITH LAWS AND REGULATIONS. The Plan, the grant and exercise
of options thereunder, and the obligation of the Company to sell and deliver
shares under such options, shall be subject to all applicable federal and state
laws, rules and regulations and to such approvals by any government or
regulatory agency as may be required. The Company shall not be required to issue
or deliver any certificates for shares of Common Stock prior to (i) the listing
of such shares on any stock exchange on which the Common Stock may then be
listed and (ii) the completion of any registration or qualification of

A-3

<PAGE>
such shares under any federal or state law, or any ruling or regulation of any
government body which the Company shall, in its sole discretion, determine to be
necessary or advisable.

7. AMENDMENT OR DISCONTINUANCE OF THE PLAN. The Board may at any time
amend, suspend or terminate the Plan; provided, however, that subject to the
provisions of Section 5(h), no action of the Board or of the Committee may,
without the approval of the stockholders of the Company, (i) increase the number
of shares reserved for options pursuant to Section 2, (ii) permit the granting
of any option at any option price less than that determined in accordance with
Section 5(b), (iii) shorten the period provided for in Section 5(c) which must
elapse between the date of granting an option and the date on which any part of
an option may be exercised or (iv) permit the extension or granting of options
which expire beyond the period provided for in Section 5(a). Without the written
consent of an optionee, no amendment, discontinuance or termination of the Plan
shall alter or impair any option previously granted to him under the Plan.

8. EFFECTIVE DATE OF THE PLAN AND JURISDICTION. The effective date of the
Plan shall be June 20, 1994, subject to approval of the Plan by stockholders of
the Company holding not less than a majority of the shares present and voting at
its 1995 Annual Meeting. Notwithstanding the foregoing, if the Plan shall have
been approved by the Board prior to such Annual Meeting, options may be granted
by the Committee as provided herein subject to such subsequent stockholder
approval. This Plan shall be governed by the laws of the State of Florida.

9. NAME. The Plan shall be known as the 'Jefferson Bancorp Directors'
Stock Option Plan.'

A-4

<PAGE>
JEFFERSON BANCORP, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 25, 1995

The undersigned hereby appoints ARTHUR H. COURSHON, NORMAN M. GILLER and
BARTON S. GOLDBERG, and each of them, proxies with full power of substitution to
vote all shares of Common Stock of JEFFERSON BANCORP, INC. which the undersigned
is entitled to vote at the Annual Meeting of Stockholders of JEFFERSON BANCORP,
INC. to be held on Tuesday, April 25, 1995 and at any adjournment thereof, as
designated below with respect to the election of three directors and the
proposal to ratify adoption of the Jefferson Bancorp Directors' Stock Option
Plan and the grant of stock options under said plan to non-employee directors of
the Corporation or its subsidiaries and, in the discretion of such proxies, with
respect to such other matters as may properly come before the meeting, hereby
revoking any proxy heretofore given.

The undersigned hereby acknowledges receipt of the Notice of, and Proxy
Statement for, the aforesaid Annual Meeting.

<TABLE>
<CAPTION>
WITHHOLD AUTHORITY
FOR AGAINST TO VOTE FOR THE
THE NOMINEE THE NOMINEE NOMINEE
<S> <C> <C> <C>
I. Election of Directors
NORMAN M. GILLER [ ] [ ] [ ]
BARTON S. GOLDBERG [ ] [ ] [ ]
EMILY VERNON [ ] [ ] [ ]
</TABLE>

II. Proposal to ratify adoption of the Jefferson Bancorp Directors' Stock Option
Plan and the grant of stock options under said plan to non-employee
directors of the Corporation or its subsidiaries

FOR [ ] AGAINST [ ] ABSTAIN [ ]

(PLEASE MARK, SIGN AND DATE ON REVERSE SIDE AND RETURN IN THE ENCLOSED
ENVELOPE.)
<PAGE>
This proxy will be voted as directed on the reverse side by the undersigned
stockholder. The Board of Directors recommends a vote FOR the election of each
nominee above named, and if no direction is made, this proxy will be voted FOR
the election of each nominee. The Board of Directors also recommends a vote FOR
the proposal to ratify adoption of the Jefferson Bancorp Directors' Stock Option
Plan and the grant of stock options under said plan to non-employee directors of
the Corporation or its subsidiaries, and if no direction is made, this proxy
will be voted FOR such proposal.

Number of shares owned ________________
Dated: __________________________, 1995
(X) ___________________________________
(X) ___________________________________
(PLEASE DATE AND SIGN EXACTLY AS
INDICATED. FOR JOINT ACCOUNTS, EACH
JOINT OWNER SHOULD SIGN. WHEN SIGNING
AS ATTORNEY, EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, OR FOR A
CORPORATION, PLEASE GIVE YOUR FULL
TITLE.)

Unless the date has been inserted above, the proxy shall be deemed to be
dated for all purposes as of the date on which it is received by Jefferson
Bancorp, Inc.

(PLEASE MARK, DATE AND SIGN AND RETURN IN THE ENCLOSED ENVELOPE.)