<PAGE>
<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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 Material 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 SAVINGS BANCORP, INC.
- ----------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- ----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act
Rules 14a-6(i)(1) 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>
<PAGE>
[LOGO]
_________________________________________________________________
March 27, 1997
Dear Stockholder:
We invite you to attend the 1997 Annual Meeting of the
Stockholders of Jefferson Savings Bancorp, Inc. to be held at the
Radisson Hotel Denton, 2211 I-35 E. North, Denton, Texas, on
Tuesday, May 6, 1997 at 9:00 a.m., Central Time.
The Annual Meeting has been called for the election of
directors and ratification of auditors. Enclosed with this proxy
statement are a proxy card and an Annual Report to Stockholders
for the 1996 fiscal year. Directors and officers of the Company,
as well as representatives of KPMG Peat Marwick LLP, the
Company's independent auditors, will be present at the Annual
Meeting to respond to any questions the stockholders may have.
You are cordially invited to attend the Annual Meeting.
REGARDLESS OF WHETHER YOU PLAN TO ATTEND, WE URGE YOU TO SIGN,
DATE AND RETURN THE ENCLOSED PROXY CARD AS SOON AS POSSIBLE EVEN
IF YOU CURRENTLY PLAN TO ATTEND THE ANNUAL MEETING. This will
not prevent you from voting in person but will assure that your
vote is counted if you are unable to attend the meeting.
To help us with our planning, please check the box on the
proxy card if you plan to attend the meeting in person.
Sincerely,
/s/ David V. McCay
David V. McCay
Chairman of the Board
President and Chief Executive Officer
<PAGE>
<PAGE>
_________________________________________________________________
JEFFERSON SAVINGS BANCORP, INC.
14915 MANCHESTER ROAD
BALLWIN, MISSOURI 63011
(314) 227-3000
_________________________________________________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 6, 1997
_________________________________________________________________
NOTICE IS HEREBY GIVEN that the Annual Meeting of
Stockholders (the "Annual Meeting") of Jefferson Savings Bancorp,
Inc. (the "Company"), will be held at the Radisson Hotel Denton,
2211 I-35 E. North, Denton, Texas at 9:00 a.m., Central Time, on
Tuesday, May 6, 1997.
The Annual Meeting is for the purpose of considering and
acting upon:
1. The election of one director;
2. The ratification of auditors; and
3. The transaction of such other matters as may properly
come before the Annual Meeting or any adjournments
thereof.
Any action may be taken on any one of the foregoing pro-
posals at the Annual Meeting on the date specified above or on
any date or dates to which, by original or later adjournment, the
Annual Meeting may be adjourned. Stockholders of record at the
close of business on March 19, 1997 are the stockholders entitled
to notice of and to vote at the Annual Meeting and any adjourn-
ments thereof.
A complete list of stockholders entitled to vote at the
Annual Meeting will be open for examination by any stockholder
for any purpose germane to the Annual Meeting during ordinary
business hours at the Denton branch of First Federal Savings Bank
of North Texas, 321 W. Oak, Denton, Texas during the ten days
prior to the Annual Meeting.
The Company's Proxy Statement for the Annual Meeting
accompanies this Notice and a form of proxy is enclosed herewith.
You are requested to fill in and sign the enclosed proxy card
which is solicited by the Board of Directors and to mail it
promptly in the enclosed envelope. The proxy will not be used if
you attend and vote at the Annual Meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Gary G. Honerkamp
GARY G. HONERKAMP
SECRETARY
Ballwin, Missouri
March 27, 1997
_________________________________________________________________
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE YOUR COMPANY
THE EXPENSE OF FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A
QUORUM. A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR
CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES.
_________________________________________________________________
<PAGE>
<PAGE>
PROXY STATEMENT
OF
JEFFERSON SAVINGS BANCORP, INC.
14915 MANCHESTER ROAD
BALLWIN, MISSOURI 63011
ANNUAL MEETING OF STOCKHOLDERS
MAY 6, 1997
_________________________________________________________________
GENERAL
_________________________________________________________________
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Jefferson
Savings Bancorp, Inc. (hereinafter called the "Company") to be
used at the 1997 Annual Meeting of Stockholders of the Company
(hereinafter called the "Annual Meeting"), which will be held at
the Radisson Hotel Denton, 2211 I-35 E. North, Denton, Texas on
Tuesday, May 6, 1997, at 9:00 a.m., Central Time. The accompany-
ing Notice of Annual Meeting and form of proxy and this Proxy
Statement are being first mailed to stockholders on or about
March 27, 1997.
_________________________________________________________________
VOTING AND REVOCABILITY OF PROXIES
_________________________________________________________________
Proxies solicited by the Board of Directors of the Company
will be voted in accordance with the directions given therein.
Where no instructions are indicated, proxies will be voted for
the nominee for director named below and for the ratification of
auditors described herein. The proxy confers discretionary
authority on the persons named therein to vote with respect to
the election of any person as a director where the nominee is
unable to serve or for good cause will not serve, and with
respect to matters incident to the conduct of the Annual Meeting.
If any other business is presented at the Annual Meeting, proxies
will be voted by those named therein in accordance with the
determination of a majority of the Board of Directors. Proxies
marked as abstentions will not be counted as votes cast. In
addition, shares held in street name which have been designated
by brokers on proxy cards as not voted will not be counted as
votes cast. Proxies marked as abstentions or as broker no votes,
however, will be treated as shares present for purposes of
determining whether a quorum is present.
Stockholders who execute proxies retain the right to revoke
them at any time. Unless so revoked, the shares represented by
properly executed proxies will be voted at the Annual Meeting and
all adjournments thereof. Proxies may be revoked by written
notice to the Secretary of the Company at the address above or by
the filing of a later dated proxy prior to a vote being taken on
a particular proposal at the Annual Meeting. A proxy will not be
voted if a stockholder attends the Annual Meeting and votes in
person. The presence of a stockholder at the Annual Meeting will
not revoke such stockholder's proxy.
_________________________________________________________________
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
_________________________________________________________________
The securities entitled to vote at the Annual Meeting
consist of the Company's common stock, $.01 par value per share
(the "Common Stock"). Stockholders of record as of the close of
business on March 19, 1997 (the "Record Date") are entitled to
one vote for each share of Common Stock then held, other than
shares of the Common Stock beneficially owned by any person in
excess of 10% of the shares of Common Stock outstanding in
violation of the Company's Certificate of Incorporation, which
shares are not counted as shares entitled to vote, may not be
voted by any person or counted as voting shares in connection
with any matter submitted to the stockholders for a vote, and may
not be counted as outstanding for purposes of determining a
quorum or the affirmative vote necessary to approve any matter
submitted to the stockholders for a vote. As of the Record Date,
there were 4,969,382 shares of Common Stock issued and out-
standing.
<PAGE>
<PAGE>
Persons and groups beneficially owning in excess of 5% of
the Common Stock are required to file certain reports with
respect to such ownership pursuant to the Securities Exchange Act
of 1934. The following table sets forth, as of the Record Date,
certain information as to the Common Stock beneficially owned by
all persons who have filed the reports required of persons
beneficially owning more than 5% of the Common Stock or who were
known to the Company to beneficially own more than 5% of the
Common Stock outstanding at the Record Date.
<TABLE>
<CAPTION>
AMOUNT AND PERCENT OF
NATURE OF SHARES OF
NAME AND ADDRESS BENEFICIAL COMMON STOCK
OF BENEFICIAL OWNERS OWNERSHIP(1) OUTSTANDING
- ------------------ --------- ------------
<S> <C> <C>
Mary Kathryn Drake 416,500 (2) 8.3%
2104 Dornoch
League City, Texas 77573
Intrepid, Ltd. 374,250 7.5%
#7 Wild Tamarind Drive
Nassau, Bahamas
Jefferson Savings Bancorp, Inc. 545,622 (3) 10.9%
Employee Stock Ownership Plan
and Trust
14915 Manchester Road
Ballwin, Missouri 63011
<FN>
_______________
(1) For purposes of this table, a person is deemed to be the
beneficial owner of any shares of Common Stock if he or she
has or shares voting or investment power with respect to
such Common Stock or has a right to acquire beneficial
ownership at any time within 60 days from the Record Date.
As used herein, "voting power" is the power to vote or
direct the voting of shares and "investment power" is the
power to dispose or direct the disposition of shares.
Except as otherwise noted, ownership is direct, and the
named persons exercise sole voting and investment power
over the shares of the Common Stock.
(2) Based on information provided by Ms. Drake. Includes
12,500 shares held as trustee for the William K. Drake
Defined Benefit Plan and 100 shares held by William K.
Drake.
(3) Consists of shares held in a suspense account for future
allocations among participating employees as the loan used
to purchase the shares is repaid. The ESOP Trustee,
Boatmen's Trust Company, votes all allocated shares in
accordance with the instructions of the participants.
Unallocated shares and allocated shares for which no voting
instructions have been received are voted by the ESOP
Trustee in the same proportion as participants direct the
voting of allocated shares or, in the absence of such
voting direction, as directed by the Company, or in the
absence of such direction by the Company, in the ESOP
Trustee's sole discretion. At the Record Date, 163,084
shares had been allocated.
<FN>
</TABLE>
_________________________________________________________________
PROPOSAL I -- ELECTION OF DIRECTORS
_________________________________________________________________
The Company's Board of Directors is currently composed of
six members. Under the Company's Certificate of Incorporation,
directors are divided into three classes and elected for terms of
three years each and until their successors are elected and
qualified. At the Annual Meeting, one director will be elected
for a term expiring at the Annual Meeting to be held in the year
2000. The Board of Directors has nominated Director Edward G.
Throop to serve for an additional term of three years and until
his successor is elected and qualified. Under Delaware law,
directors are elected by a plurality of the votes present in
person or represented by proxy at the Annual Meeting and entitled
to vote in the election of directors.
-2-<PAGE>
<PAGE>
Unless contrary instruction is given, the persons named in
the proxies solicited by the Board of Directors will vote each
such proxy for the election of the named nominee. If the nominee
is unable to serve, the shares represented by all properly
executed proxies which have not been revoked will be voted for
the election of such substitute as the Board of Directors may
recommend. At this time, the Board knows of no reason why the
nominee might be unavailable to serve.
The following table sets forth, for the nominee and each
continuing director, his name, age as of the Record Date, the
year he first became a director of the Company's principal
subsidiary, Jefferson Savings and Loan Association, F.A. (the
"Association") and the expiration of his current term as a
director of the Company. All of the Company's current directors
(other than Mr. Miller who was first elected a director in 1995)
were initially appointed as directors in 1992 in connection with
the incorporation and organization of the Company. Each director
of the Company also is a member of the Board of Directors of the
Association. There are no arrangements or understandings between
the Company and any director or nominee pursuant to which such
person has been selected as a director or nominee for director of
the Company, and no director, nominee or executive officer is
related to any other director, nominee or executive officer by
blood, marriage or adoption.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEE
LISTED BELOW.
<TABLE>
<CAPTION>
AGE AS YEAR FIRST
OF THE ELECTED AS CURRENT
RECORD DIRECTOR OF TERM
NAME DATE THE ASSOCIATION TO EXPIRE
- ----- ------ --------------- --------
<S> <C> <C> <C>
BOARD NOMINEE FOR A TERM TO EXPIRE
AT THE 2000 ANNUAL MEETING
Edward G. Throop 47 1985 1997
DIRECTORS CONTINUING IN OFFICE
David V. McCay 54 1989 1998
Forrest W. Miller, Jr. 53 1995 1998
Frank C. Bick 70 1960 1999
William W. Canfield 58 1987 1999
Lloyd D. Doerflinger 61 1958 1999
</TABLE>
Presented below is certain information concerning the
nominee and directors continuing office. Unless otherwise
stated, all directors and the nominee have held the positions
indicated for at least the past five years.
EDWARD G. THROOP - Mr. Throop is President of C4
Corporation, a real estate development firm headquartered in
Chesterfield, Missouri. He is a member of the Chesterfield
Chamber of Commerce and the St. Louis Counts.
DAVID V. MCCAY - Mr. McCay is Chairman of the Board,
President and Chief Executive Officer of the Company and has been
President and Chief Executive Officer of the Association since
1989. Mr. McCay also serves as a director and as Chairman of the
Board and Chief Executive Officer of the Company's Texas
subsidiary, First Federal Savings Bank of North Texas (the
"Bank"). Prior to joining the Association, from 1973 to 1989,
Mr. McCay was employed by the Boatmen's National Bank of St.
Louis, leaving as President - South Region and head of the
Indirect Lending/Leasing Division. Mr. McCay has served in
various capacities with numerous civic and charitable
organizations, including the South County Y.M.C.A., the American
Cancer Society and the United Way.
-3-<PAGE>
<PAGE>
FORREST W. MILLER, JR. - Mr. Miller and his wife are the
owners of Royale Orleans Banquet Center. He is a past State
President of the Missouri Restaurant Association and is a former
President and Chairman of the Board of the St. Louis Chapter of
the Missouri Restaurant Association. He is currently active in
many civic and charitable organizations.
FRANK C. BICK - Mr. Bick is the Chairman of Bick
Broadcasting Company, which owns and operates three radio
stations in the Hannibal, Missouri area and three radio stations
in Sedalia, Missouri. He is the retired publisher of the St.
Louis Suburban Newspapers. He is a retired member of the St.
Louis County Board of Police Commissioners and has been active in
Regional Justice Information Systems.
WILLIAM W. CANFIELD - Mr. Canfield is the President of TALX
Corporation, St. Louis, Missouri, which is engaged in developing
and marketing interactive voice response systems.
LLOYD D. DOERFLINGER - Mr. Doerflinger currently is retired.
From 1988 until 1989, he was the acting President and Chief
Executive Officer of the Association. He currently is active in
charitable and religious organizations in St. Louis and Florida.
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
The following sets forth information including their ages as
of the Record Date with respect to executive officers of the
Company who do not serve on the Board of Directors. Executive
officers are appointed annually by the Board of Directors.
GARY G. HONERKAMP, 49, has served as a Senior Vice President
and Secretary of the Company since 1992. He has served with the
Association since 1968 and has been Senior Vice President/Chief
Financial Officer, Secretary and Compliance Officer since 1992.
Since 1995, he has also served on the Board of Directors and as
Treasurer and Assistant Secretary of the Bank.
PAUL J. MILANO, 40, has served as Senior Vice President,
Treasurer, Chief Financial Officer and Senior Accounting Officer
of the Company since 1992. He joined the Association as Chief
Accounting Officer in 1990 and has served as Senior Vice
President/Senior Operations Officer and Senior Accounting Officer
of the Association since January 1992. Since 1995, Mr. Milano
has also served on the Board of Directors of the Bank. Prior to
joining the Association, he served for nine years with KPMG Peat
Marwick LLP, leaving in 1990 as Manager. He is a member of the
American Institute of Certified Public Accountants, the Missouri
Society of Certified Public Accountants and the Financial
Managers Society.
JOHN P. DEVES, 32, has served as Senior Vice President/Sales
Division of the Company since 1994. Mr. Deves was hired by the
Association in 1991 to assist in the divestiture of real estate
investments and real estate acquired through foreclosure. He was
elected Senior Vice President of the Bank in 1995. Mr. Deves is
responsible for the Sales Division which networks the origination
of real estate related loans, markets for sale of deposit account
products and promotes the sale of investment services.
JOHN D. SCHLECHT, 59, has served as Senior Vice
President/Senior Loan Officer of the Company since 1994. He
joined the Association as a commercial loan officer in 1987 and
has been Senior Vice President/Senior Loan Officer of the
Association since 1990.
-4-<PAGE>
<PAGE>
_________________________________________________________________
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
_________________________________________________________________
The Company's Board of Directors conducts its business
through meetings of the Board and of its committees. The Board
of Directors of the Company meets monthly and may have additional
special meetings. During the year ended December 31, 1996, the
Board met 11 times. No director attended fewer than 75% in the
aggregate of the total number of Board meetings held during the
year ended December 31, 1996 and the total number of meetings
held by committees on which he served during such fiscal year.
The Board of Directors has standing Audit, Nominating and
Compensation Committees as described below.
The Audit Committee of the Company consists of Directors
William W. Canfield, Edward G. Throop and Lloyd D. Doerflinger.
The committee meets periodically to examine and approve the audit
report prepared by the independent auditors of the Company and
its subsidiaries, to review and recommend the independent
auditors to be engaged by the Company, to review the internal
audit function and internal accounting controls, and to review
and approve conflict of interest and audit policies. During
fiscal year 1996, the Audit Committee met three times.
The Company's full Board of Directors acts as a nominating
committee for selecting the management nominees for election as
directors in accordance with the Company's Bylaws. In its
deliberations, the Nominating Committee considers the candidate's
knowledge of the banking business and involvement in community,
business and civic affairs, and also considers whether the
candidate would allow the Board to continue its geographic
diversity that provides for adequate representation of each of
its market areas. While the Board of Directors will consider
nominees recommended by stockholders, it has not actively
solicited recommendations from the Company's stockholders for
nominees nor, subject to the procedural requirements set forth in
the Company's Certificate of Incorporation and Bylaws,
established any procedures for this purpose. During fiscal year
1996, the Board of Directors met once as the Nominating
Committee.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company's Compensation Committee consists of Directors
David V. McCay, Edward G. Throop, William W. Canfield and Frank
C. Bick. The Compensation Committee meets periodically to
evaluate the compensation and fringe benefits of the directors,
officers and employees and to recommend changes and to monitor
and evaluate employee morale. Mr. McCay does not participate in
deliberations regarding his compensation. The Compensation
Committee met twice during fiscal year 1996.
_________________________________________________________________
DIRECTOR COMPENSATION
_________________________________________________________________
Each member of the Board of Directors of the Company (other
than Mr. McCay who receives no fees for his service on the Board
of Directors) receives a monthly fee of $2,000 and a fee of $250
for each committee meeting attended. Directors of the
Association (other than Mr. McCay) are also eligible to receive a
fee of $500 for each meeting of the Board of Directors held on a
day other than the day of a meeting of the Company's Board of
Directors although no such fees were paid during fiscal year
1996. Although directors of the Association may individually
enter into agreements with the Association under which payment of
their board fees will be deferred to a specified future date, as
of the date hereof, no director has entered into such an
agreement with the Association.
The Company has adopted the Directors' Retirement Plan (the
"Directors' Plan") for its non-employee directors who retire from
the Company's Board of Directors at or after age 70 in accordance
with its Bylaws. Each such director will receive, on each of the
three annual anniversary dates of his retirement, an amount equal
to 50% of the directors' fees which he received from the Company
during the calendar year preceding his retirement. If a non-
employee director dies before receiving all payments due under
the Directors' Plan, any remaining payments will be made to his
designated beneficiary. The Company will pay plan benefits from
its general assets.
-5-<PAGE>
<PAGE>
Each non-employee director on the effective date of the
Jefferson Savings Bancorp, Inc. 1993 Stock Option and Incentive
Plan (the "Option Plan") (specifically, Directors Bick, Canfield,
Doerflinger and Throop and former Directors Magwitz and Monnig)
received options to purchase 30,086 shares of Common Stock at an
exercise price equal to $10.00 per share. All such options held
by current directors will expire on April 8, 2003 if not sooner
exercised. In its sole discretion, the committee that
administers the Option Plan may grant to non-employee directors
additional options with a per share exercise price equal to the
market value of a share of Common Stock on the date of grant.
_________________________________________________________________
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
_________________________________________________________________
OVERVIEW AND PHILOSOPHY. The Company's executive
compensation policies are established by the Compensation
Committee of the Board of Directors (the "Committee") composed of
three outside directors and Director McCay. Mr. McCay does not
participate in deliberations regarding his compensation. The
Committee is responsible for developing the Company's executive
compensation policies generally and for implementing those
policies for the Company's senior executive officers (the
Chairman of the Board, President and Chief Executive Officer and
Senior Vice Presidents). The Company's Chief Executive Officer,
under the direction of the Committee, implements the Company's
executive compensation policies for the remainder of the
Company's officers. The Committee's objectives in designing and
administering the specific elements of the Company's executive
compensation program are as follows:
. To link executive compensation rewards to increases in
shareholder value, as measured by favorable long term
operating results and continued strengthening of the
Company's financial condition.
. To provide incentives for executive officers to work
towards achieving successful annual results as a step
in achieving the Company's long term operating results
and strategic objectives.
. To correlate, as closely as possible, executive
officers' receipt of awards with the attainment of
specified performance objectives.
. To maintain a competitive mix of total executive
compensation, with particular emphasis on awards
related to increases in long term shareholder value.
. To attract and retain top performing executive officers
for the long term success of the Company.
. To facilitate stock ownership through the granting of
stock options and through share awards issued through
an employee stock ownership plan and management
recognition plans.
In furtherance of these objectives, the Committee has
determined that there should be three specific components of
executive compensation: base salary, a cash bonus plan and plans
that provide long-term incentives through the facilitation of
stock ownership in the Company, including a stock option plan,
management recognition plans and an employee stock ownership
plan.
BASE SALARY. The Committee makes recommendations to the
Board concerning executive compensation on the basis of regional
and national surveys of salaries paid to executive officers of
other savings and loan holding companies, non-diversified banks
and other financial institutions similar in size, market
capitalization and other
-6-<PAGE>
<PAGE>
characteristics. The Committee's objective is to provide for
base salaries that are competitive with the average salary paid
by the Company's peers.
BONUS PLAN. The Company maintains a discretionary bonus
plan which provides for annual cash incentive compensation based
on satisfaction of a combination of individual and Company
performance objectives. Under this plan, the bonuses to be paid
each year under the Bonus Plan are determined by the Company's
Board of Directors at year end based on the Company's ability to
achieve performance goals established by the Board in each year's
Business Plan. Discretionary bonuses for achieving specific
performance goals during the year are paid during the next fiscal
year.
Under the Bonus Plan, the Company determines the maximum
discretionary bonus for which each employee is eligible according
to the following schedule:
<TABLE>
<CAPTION>
MAXIMUM DISCRETIONARY
BONUS AS % OF JOB
TIER ANNUAL BASE SALARY CLASSIFICATION
---- --------------------- ---------------
<S> <C> <C>
1 40 President/CEO
2 30 Executive Officers
3 20 Senior Officers
4 15 Junior Officers and
Branch Managers
5 10 Department Heads and
Supervisors
6 5 Full-time Employees
</TABLE>
The graduated percentages associated with the six tiers of
job classification are designed to reflect the relative
contribution of individual employees in each tier to the overall
success of the Company in meeting the goals set forth in its
Business Plan. The Committee believes that this plan provides a
direct link between the value created for the Company's
shareholders and the compensation paid to its employees. The
distribution of awards under the bonus plan is determined by the
Company's success in meeting specified performance objectives.
Fulfillment of these objectives promotes both the short-term and
the long-term success of the Company.
Although the Company met various of the performance goals in
the Business Plan for fiscal year 1996, the Board of Directors
determined not to pay any cash bonuses under the Bonus Plan for
fiscal year 1996 in view of the decline in earnings resulting
from the special assessment to recapitalize the Savings
Association Insurance Fund and other strategic charges taken in
the third quarter of 1996.
STOCK RELATED AWARD PLANS. The Committee believes that
stock related award plans are an important element of
compensation since they provide executives with incentives linked
to the performance of the Common Stock.
Stock Option and Incentive Plan. In connection with the
Conversion, the Company adopted the Jefferson Savings Bancorp,
Inc. 1993 Stock Option and Incentive Plan (the "Option Plan") as
a means of providing key employees with the opportunity to
acquire a proprietary interest in the Company and to link their
interests with those of the Company's stockholders. Under this
plan, participants are eligible to receive stock options, stock
appreciation rights and shares of restricted stock. Awards under
the Option Plan are subject to vesting and forfeiture as
determined by the Committee. Options, restricted stock and stock
appreciation rights are granted at the market value of the Common
Stock on the date of grant, and thus acquire value only if the
Company's stock price increases. The vesting of awards under
this plan may be conditioned upon the Company's attainment of
particular performance goals.
-7-<PAGE>
<PAGE>
Management Recognition Plans. In connection with the
Association's conversion to stock form, the Company adopted the
Management Recognition Plans and Trusts (the "MRPs") to reward
and retain personnel of experience and ability in key positions
of responsibility by providing such employees with a proprietary
interest in the Company as compensation for their past
contributions to the Company, the Association and its
subsidiaries and as an incentive to make further contributions in
the future. Under the MRPs, participants are awarded restricted
stock subject to vesting and forfeiture as determined by the
Committee.
The Company designed its executive compensation program to
be competitive with similarly-situated institutions. Its
compensation philosophy has historically consisted of providing
competitive base compensation and benefit levels, short-term
(i.e., year to year) performance incentives and a post-employment
retirement program. In connection with the Conversion, the
Company carefully restructured its benefit plans with the goal of
aligning the interests of its employees with the interests of its
stockholders. To this end, the Company, among other things,
terminated its Pension Plan and replaced it with the ESOP,
amended the 401(k) Plan to permit employees to invest their
accounts in Common Stock (as well as in other investment funds)
and adopted the MRPs and the Option Plan.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER. Mr. McCay's
annual rate of compensation for fiscal year 1996 was $252,500.
The Committee determines the Chief Executive Officer's
compensation on the basis of several factors. In determining Mr.
McCay's base salary for fiscal year 1996, the Committee conducted
surveys of compensation paid to chief executive officers of
similarly situated thrifts and non-diversified banks both
regionally and nationally. The Committee believes that Mr.
McCay's base salary is generally competitive with the average
salary paid by such institutions.
For future years, Mr. McCay's base salary will be
established in accordance with the terms of the employment
agreement entered into between the Company, the Association and
Mr. McCay. See "Executive Compensation -- Employment Agreement."
Mr. McCay's annual rate of compensation, effective March 15,
1997, was increased to $276,666 per year, which represented an
increase of 9.5% over his prior base salary. The Committee
believes that the increase in the base salary of Mr. McCay
adequately compensates him for his responsibilities with the
Company and the Association and for his responsibility as
Chairman of the Board and Chief Executive Officer of the
Company's wholly owned subsidiary, the First Federal Savings Bank
of North Texas. In establishing Mr. McCay's compensation, the
Committee reviewed available data regarding historical levels of
compensation of stock thrifts generally, of those in the region
and of high performing associations nationally. Certain, but not
all, of those companies are included in the SNL Thrifts (Midwest)
and SNL OTC Thrift indexes included on the Stock Performance
Graph below.
The Committee believes that the Company's executive
compensation program serves the Company and its shareholders by
providing a direct link between the interests of executive
officers and those of shareholders generally and by helping to
attract and retain qualified executive officers who are dedicated
to the long-term success of the Company.
Members of the Compensation Committee
David V. McCay
Edward G. Throop
William W. Canfield
Frank C. Bick
-8-<PAGE>
<PAGE>
_________________________________________________________________
COMPARATIVE STOCK PERFORMANCE GRAPH
_________________________________________________________________
The graph and table which follow show the cumulative total
return on the Common Stock since the date of completion of the
Company's initial public offering, April 8, 1993, compared with
the cumulative total returns for the Nasdaq Total Return Index,
SNL OTC Thrift Index and SNL Thrifts (Midwest) Index over the
same period. Cumulative total return on the stock or the index
equals the total increase in value since April 8, 1993 assuming
reinvestment of all dividends paid on the Common Stock or the
index, respectively. The graph and table were prepared assuming
that $100 was invested on April 8, 1993 in the Common Stock and
in each of the indexes. The shareholder returns shown on the
performance graph are not necessarily indicative of the future
performance of the Common Stock or of any particular index.
CUMULATIVE TOTAL SHAREHOLDER RETURN
COMPARED WITH PERFORMANCE OF SELECTED INDEXES
April 8, 1993 through December 31, 1996
[Line graph appears here depicting the cumulative total
shareholder return for $100 invested in the Common Stock as
compared to $100 invested in the Nasdaq Total Return Index, SNL
Thrifts (Midwest) Index and SNL OTC Thrift Index. Line graph
begins at April 8, 1993 and plots the cumulative total return at
December 31, 1993, 1994, 1995 and 1996. Plot points are provided
below.]
<TABLE>
<CAPTION>
4/8/93 12/31/93 12/31/94 12/31/95 12/31/96
-------- -------- -------- -------- ---------
<S> <C> <C> <C> <C> <C>
The Company 100 114.29 114.29 198.21 188.05
Nasdaq Total Return 100 116.84 114.21 161.51 198.67
SNL Thrifts (Midwest) Index 100 117.85 123.39 186.50 234.97
SNL OTC Thrift Index 100 119.80 120.82 183.71 239.00
</TABLE>
-9-<PAGE>
<PAGE>
_________________________________________________________________
Executive Compensation and Other Benefits
_________________________________________________________________
Summary Compensation Table. The following table sets forth
the cash and noncash compensation for each of the last three
fiscal years awarded to or earned by the Chief Executive Officer
and each other executive officer of the Company whose salary and
bonus earned in fiscal year 1996 exceeded $100,000 for services
rendered in all capacities to the Company and its subsidiaries
(the "Named Executive Officers").
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
------------------------------------
NAME AND FISCAL OTHER ANNUAL ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS(1) COMPENSATION (2) COMPENSATION(3)
- ----------------- ---- ------ ----- ---------------- --------------
<S> <C> <C> <C> <C> <C>
David V. McCay 1996 $249,147 $ -- $ -- $43,656
Chairman of the Board, 1995 230,492 94,000 -- 55,000
President and Chief 1994 208,235 58,800 -- 32,697
Executive Officer
Gary G. Honerkamp 1996 104,852 -- -- 41,807
Senior Vice President 1995 98,212 30,000 -- 53,446
and Secretary 1994 89,128 18,900 -- 30,871
John D. Schlecht 1996 98,867 -- -- 41,460
Senior Vice President/ 1995 92,389 28,200 -- 53,271
Senior Loan Officer 1994 84,132 17,850 -- 29,822
Paul J. Milano 1996 96,480 -- -- 41,452
Senior Vice President, 1995 88,202 27,000 -- 53,146
Treasurer, Chief 1994 79,119 16,800 -- 28,729
Financial Officer and
Senior Accounting Officer
<FN>
_____________
(1) Bonuses are shown in year earned.
(2) Executive officers of the Company receive indirect
compensation in the form of certain perquisites and other
personal benefits. In each case, the amount of such
benefits received by each Named Executive Officer in
fiscal years 1996, 1995 and 1994 did not exceed 10% of the
Named Executive Officer's salary and bonus.
(3) For fiscal year 1996, consists of $4,500, $3,145, $2,850
and $2,894 in Company matching contributions to the 401(k)
Plan on behalf of Messrs. McCay, Honerkamp, Schlecht and
Milano, respectively, and $39,156, $38,662, $38,610 and
$38,558 which was the value of shares of the Common Stock
allocated to each of their respective accounts in the
ESOP.
</FN>
</TABLE>
-10-<PAGE>
<PAGE>
YEAR-END OPTION VALUES. The following table sets forth
information concerning the number and potential realizable value
at the end of the fiscal year of options held by each of the
Named Executive Officers. No options or stock appreciation
rights ("SARs") were exercised by any Named Executive Officer
during fiscal year 1996.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT FISCAL YEAR-END AT FISCAL YEAR-END (1)
-------------------------- ---------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
David V. McCay 57,336 -- $917,376 $ --
Gary G. Honerkamp 11,475 7,651 183,600 122,416
John D. Schlecht 11,475 7,651 183,600 122,416
Paul J. Milano 11,475 7,651 183,600 122,416
<FN>
_____________
(1) Calculated based on the product of (a) the number of shares
subject to options times (b) the difference between the fair
market value of the underlying Common Stock at December 31,
1996, based on the closing sale price of the Common Stock on
that date as reported on the Nasdaq National Market ($26 per
share), and the exercise price of the options ($10.00 per
share).
</FN>
</TABLE>
EMPLOYMENT AGREEMENT. The Company and the Association have
entered into an employment agreement (the "Employment Agreement")
with David V. McCay, President and Chief Executive Officer of the
Association and Chairman of the Board, President and Chief
Executive Officer of the Company. The Employment Agreement
initially became effective for a term of three years as of the
date of completion of the Association's conversion to stock form
(the "Conversion"). On each anniversary date from the date of
commencement of the Employment Agreement, the term of employment
may be extended for an additional one-year period beyond the
then-effective expiration date, upon a determination by the Board
of Directors that the performance of Mr. McCay has met the
required standards and that the Employment Agreement should be
extended. The Employment Agreement provides Mr. McCay with a
current base salary of $276,666 per annum and a salary review by
the Board of Directors not less often than annually, as well as
inclusion in any discretionary bonus plans, retirement and
medical plans, customary fringe benefits and vacation and sick
leave. The Employment Agreement will terminate upon Mr. McCay's
death or disability and is terminable by the Association for
"just cause" as defined in the Employment Agreement. In the
event of termination for "just cause," no severance benefits are
available. If the Association terminates Mr. McCay without just
cause, he will be entitled to a continuation of his salary and
benefits from the date of termination through the remaining term
of the Employment Agreement plus an additional 12-month period,
but in no event in excess of three years' salary. If the
Employment Agreement is terminated due to Mr. McCay's
"disability" (as defined in the Employment Agreement), he will be
entitled to a continuation of his salary and benefits until the
end of the one-year period following termination, inclusive of
any amounts received under the Association's disability insurance
plan. Mr. McCay may voluntarily terminate his Employment
Agreement by providing 60 days' written notice to the Boards of
Directors of the Association and the Company, in which case he is
entitled to receive only his compensation, vested rights and
benefits up to the date of termination. If, before attaining age
65, Mr. McCay's employment terminates for reasons other than just
cause, then he and his dependents will continue to participate in
the Association's group health plan until he attains age 65 (or
would have attained age 65 had he lived).
The Employment Agreement provides that in the event of Mr.
McCay's involuntary termination of employment in connection with,
or within one year after, any change in control of the
Association or the Company, other than for "just cause," he will
be paid within 10 days of such termination an amount equal to the
difference between (i) 2.99 times his "base amount," as defined
in Section 280G(b)(3) of the Internal Revenue Code of 1986 (the
"Code"), and (ii) the sum of any other parachute payments, as
defined under Section 280G(b)(2) of the Code, that he receives as
a result of the change in control. "Control" generally refers to
the acquisition, by any person or entity, of the ownership or
power to vote more than 25% of the Association's or Company's
voting stock, the control of the election of a majority of the
Association's or the Company's directors or the exercise of a
controlling influence over the management or policies of the
Association or the Company. In addition, a change in control
occurs under
-11-<PAGE>
<PAGE>
the Employment Agreement when, during any consecutive two-year
period, directors of the Company or the Association at the
beginning of such period cease to constitute two-thirds of the
Board of Directors of the Company or the Association, unless the
election of replacement directors was approved by a two-thirds
vote of the initial directors then in office. The Employment
Agreement also provides for a similar lump-sum payment to be made
in the event of Mr. McCay's voluntary termination of employment
within one year following a change in control, upon the
occurrence, or within 90 days thereafter, of certain specified
events following the change in control, which have not been
consented to in writing by Mr. McCay, including (i) requiring him
to move his personal residence or perform his principal executive
functions more than 35 miles from the Association's current
primary office, (ii) a reduction in his base compensation as then
in effect, (iii) failing to maintain existing employee benefit
plans, including material vacation, fringe benefits, stock option
and retirement plans, (iv) assigning duties and responsibilities
to him which are other than those normally associated with his
position with the Company and the Association, (v) materially
diminishing his authority and responsibility, and (vi) failing to
re-elect him to the Company's or the Association's Board of
Directors. The maximum payments that would be made to Mr. McCay
under the Employment Agreement assuming his termination of
employment under the foregoing circumstances at December 31, 1996
would have been approximately $754,975.
SUPPLEMENTAL RETIREMENT AGREEMENT. In order to secure the
continuing services of David V. McCay, the Board of Directors of
the Association has entered into a Supplemental Retirement
Agreement (the "SRA") with Mr. McCay. Upon termination of his
employment with the Association, Mr. McCay will be entitled under
the SRA to receive annual payments from the Association for the
remainder of his life in an amount equal to (i) the product of
his "Vested Percentage" times 75% of his "Final Average
Compensation," less (ii) 50% of the sum of the annual social
security benefits payable to Mr. McCay upon his termination of
employment, plus the annual amount he would receive if his
employer-provided benefits under the 401(k) Savings Plan were
paid in the form of a 50% joint and survivor annuity (the "Offset
Amount"). "Vested Percentage" means 50% increased by 2-1/3% per
year of Mr. McCay's service with the Association following the
Conversion (up to a maximum Vested Percentage of 100%). "Final
Average Compensation" means Mr. McCay's highest annual
compensation for three of the five calendar years preceding his
termination of employment. In the event of termination due to
disability, Mr. McCay would receive annual payments in the amount
of 75% of his Final Average Compensation less his Offset Amount.
In the event Mr. McCay's spouse survives him, she will be
entitled to receive 50% of the amount Mr. McCay would have
received had he retired on the date of his death, assuming his
Vested Percentage was 100%. Termination for "just cause" (as
defined in the Employment Agreement) would result in his
forfeiture of all SRA benefits, unless the Association's Board of
Directors determines to the contrary. In the event Mr. McCay's
employment is terminated for other than "just cause" or in the
event of termination in connection with a change in control which
triggers the payment of compensation to Mr. McCay under the
Employment Agreement, then the Vested Percentage shall be deemed
to be 100% and the present value of the benefits payable to him
would be paid in one lump sum within 10 days of termination of
employment.
The following table sets forth the annual retirement
benefits that Mr. McCay would receive under the SRA inclusive of
the Offset Amount at various compensation levels after the
specified years of service:
<TABLE>
<CAPTION>
YEARS OF SERVICE
FINAL AVERAGE ----------------------------------------------
ANNUAL SALARY 1 4 7 10 15
- ------------- ------ ------ ------ ------ -----
<S> <C> <C> <C> <C> <C>
$200,000 $100,000 $114,000 $124,500 $135,000 $150,000
350,000 175,000 199,500 217,875 236,250 262,500
500,000 250,000 285,000 311,250 337,500 375,000
750,000 375,000 427,500 466,875 506,250 562,500
</TABLE>
Final Average Compensation equals salary and bonus as
disclosed in the Summary Compensation Table, as well as any
additional amounts that would be included as W-2 earnings paid to
Mr. McCay and amounts withheld from Mr. McCay under the 401(k)
Plan.
-12-<PAGE>
<PAGE>
_________________________________________________________________
Certain Transactions
_________________________________________________________________
The Association and the Bank offer loans to officers and
directors and employees of the Company and its subsidiaries in
the ordinary course of business. Loans to executive officers and
directors are made by the Association and the Bank on
substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable
transactions with other persons. These loans do not involve more
than the normal risk of collectibility or present other
unfavorable features.
Set forth below is certain information at December 31, 1996
relating to loans made to directors and executive officers (not
including affiliates) of the Company whose total aggregate
balances exceeded $60,000 at any time since January 1, 1996. All
such loans were made by the Association. Except for Mr. Deves'
residential mortgage which was made at the employee rate, all
such loans were made at the prevailing interest rates and on
terms available to other customers of the Association.
<TABLE>
<CAPTION>
NAME AND BALANCE AT HIGHEST
RELATION DATE ORIGINAL DECEMBER BALANCE SINCE
TO COMPANY TYPE OF LOAN ORIGINATED AMOUNT 31, 1996 JANUARY 1, 1996
- ------------ ----------- ---------- -------- ----------- ---------------
<S> <C> <C> <C> <C> <C>
William W. Canfield Home Equity Line(1) 1/25/90 $250,000 $ 46,883 $224,408
Director
John P. Deves Residential
Senior Vice Mortgage (1)(2) 10/02/92 257,000 241,302 244,821
President Home Equity Line(3) 5/09/96 42,000 41,706 42,175
Lloyd D. Doerflinger Residential
Director Mortgage (1) 1/23/89 260,000 194,589 208,081
David V. McCay Residential
President and Mortgage (1) 2/28/94 256,000 -- 250,499
Director 5/15/95 52,000 51,224 51,724
John D. Schlecht Residential
Senior Vice Mortgage (1) 2/09/96 136,000 134,549 136,000
President Home Equity Line(3) 2/09/96 30,000 24,103 24,603
Edward G. Throop Residential
Director Mortgage (1) 1/19/96 480,000 475,113 480,000
<FN>
___________
(1) Loans secured by a first mortgage on the borrower's primary
residence.
(2) Loan made at the employee rate which is 125 basis points
below the rate offered to customers of the Association.
The current rate on this loan is 7.5% per annum.
(3) Loans secured by a second mortgage on the borrower's
primary residence.
</FN>
</TABLE>
-13-<PAGE>
<PAGE>
_________________________________________________________________
SECURITY OWNERSHIP OF MANAGEMENT
_________________________________________________________________
The following table sets forth, as of the Record Date, the
beneficial ownership of the Common Stock by each of the Company's
directors and Named Executive Officers, and by all directors and
executive officers as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF SHARES OF
NAME BENEFICIAL OWNERSHIP (1) COMMON STOCK OUTSTANDING(2)
- ---- ----------------------- ---------------------------
<S> <C> <C>
Frank C. Bick 77,067 (3) 1.5%
William W. Canfield 65,747 (4) 1.3%
Lloyd D. Doerflinger 50,187 (5) 1.0%
David V. McCay 96,574 (6) 1.9%
Forrest W. Miller, Jr. 13,200 (7) 0.2%
Edward G. Throop 82,461 1.6%
Gary G. Honerkamp 48,103 (8) 0.9%
John D. Schlecht 55,929 (9) 1.1%
Paul J. Milano 40,653 (10) 0.8%
All Directors and Executive 545,567 (11) 10.9%
Officers as a Group
(10 persons)
<FN>
_____________
(1) For the definition of beneficial ownership, see footnote 1 to the table
in "Voting Securities and Principal Holders Thereof." Unless otherwise
indicated, ownership is direct and the named individual exercises sole
voting and investment power over the shares listed as beneficially
owned by such person. Ownership figures for Messrs. Bick, Canfield,
Doerflinger and Throop each include 30,086 shares of Common Stock which
they have the right to acquire pursuant to options. Ownership figures
for Messrs. Honerkamp, Schlecht and Milano each include 15,300 shares
which they have the right to acquire pursuant to options exercisable
within 60 days of the Record Date and 3,647 shares of restricted
previously awarded under the Jefferson Savings Bancorp, Inc. Management
Recognition Plans and Trusts (the "MRPs") which shares are scheduled to
vest within 60 days of the Record Date.
(2) In calculating the percentage ownership of each named individual and the
group, the number of shares outstanding is deemed to include any shares
of the Common Stock which the individual or the group has the right to
acquire within 60 days of the Record Date.
(3) Includes 46,981 shares held as trustee.
(4) Includes 8,000 shares held by spouse as to which Mr. Canfield disclaims
beneficial ownership, 11,600 shares held in his individual retirement
accounts ("IRAs"), 16,061 shares held as trustee.
(5) Includes 5,000 shares held in Mr. Doerflinger's IRA and 15,100 shares
held as trustee.
(6) Includes 1,600 shares held by spouse as to which Mr. McCay disclaims
beneficial ownership, 24,040 shares held as trustee, 5,626 shares held in
his account in the Association's 401(k) Savings Plan (the "401(k) Plan"),
7,972 shares allocated to his account in the Jefferson Savings Bancorp,
Inc. Employee Stock Ownership Plan and Trust (the "ESOP") and 57,336
shares which he has the right to acquire pursuant to options.
(7) Includes 5,200 shares held jointly, 1,000 shares held in Mr. Miller's
IRA, 1,500 shares held as trustee for the Royale Orleans Incorporated
Retirement Plan, and 5,500 shares held by Royale Orleans Incorporated of
which he is President.
(8) Includes 14,171 shares held in Mr. Honerkamp's 401(k) Plan account and
6,401 shares allocated to his ESOP account.
(9) Includes 10,960 shares held in Mr. Schlecht's IRA, 8,730 shares held in
his 401(k) Plan account, and 6,267 shares allocated to his ESOP account.
(10) Includes 1,500 shares held in Mr. Milano's IRA, 3,161 shares held in his
401(k) Plan account and 6,104 shares allocated to his ESOP account.
(11) Includes shares held in the various capacities described in the footnotes
above. Includes 33,025 shares held in 401(k) Plan accounts of executive
officers and 31,190 shares allocated to their accounts in the ESOP.
Includes 229,287 shares which directors and executive officers of the
Company have the right to acquire pursuant to options exercisable within
60 days of the Record Date and 12,797 shares of restricted Common Stock
granted to executive officers pursuant to the MRPs, which shares will
vest within 60 days of the Record Date. Does not include 382,538
unallocated shares held by the ESOP, the voting of which shares is
directed by the ESOP Trustee in the same proportion that employees vote
allocated shares.
</FN>
</TABLE>
-14-<PAGE>
<PAGE>
_________________________________________________________________
PROPOSAL II -- RATIFICATION OF APPOINTMENT OF AUDITORS
_________________________________________________________________
KPMG Peat Marwick LLP, which was the Company's independent
certified public accounting firm for the 1996 fiscal year, has
been retained by the Board of Directors to be the Company's
auditors for the 1997 fiscal year, subject to ratification by the
Company's stockholders. A representative of KPMG Peat Marwick
LLP is expected to be present at the Annual Meeting to respond to
stockholders' questions and will have the opportunity to make a
statement if he so desires. The Board of Directors recommends
that stockholders vote "FOR" the ratification of the appointment
of KPMG Peat Marwick LLP as the Company's auditors for the 1997
fiscal year.
_________________________________________________________________
OTHER MATTERS
_________________________________________________________________
The Board of Directors is not aware of any business to come
before the Annual Meeting other than those matters described
above in this Proxy Statement and matters incident to the conduct
of the Annual Meeting. If any other matters should properly come
before the Annual Meeting, it is intended that proxies in the
accompanying form will be voted in respect thereof in accordance
with the determination of a majority of the Board of Directors.
_________________________________________________________________
MISCELLANEOUS
_________________________________________________________________
The cost of soliciting proxies will be borne by the Company.
The Company will reimburse brokerage firms and other custodians,
nominees and fiduciaries for reasonable expenses incurred by them
in sending proxy materials to the beneficial owners of Common
Stock. In addition to solicitations by mail, directors, officers
and regular employees of the Company may solicit proxies
personally or by telegraph or telephone without additional
compensation. The Company has retained D. F. King & Co., Inc., a
proxy soliciting firm, to assist in the solicitation of proxies,
for which they will receive a fee of $1,000, plus reimbursement
of certain out-of-pocket expenses.
The Company's 1996 Annual Report to Stockholders, including
financial statements, has been mailed to all stockholders of
record as of the close of business on the Record Date. Any
stockholder who has not received a copy of such Annual Report may
obtain a copy by writing to the Secretary of the Company. Such
Annual Report is not to be treated as a part of the proxy
solicitation material or as having been incorporated herein by
reference. A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996 WILL BE FURNISHED
WITHOUT CHARGE TO STOCKHOLDERS AS OF THE RECORD DATE UPON WRITTEN
REQUEST TO: STOCKHOLDER RELATIONS, JEFFERSON SAVINGS BANCORP,
INC., 14915 MANCHESTER ROAD, BALLWIN, MISSOURI 63011.
_________________________________________________________________
STOCKHOLDER PROPOSALS
_________________________________________________________________
In order to be eligible for inclusion in the Company's proxy
materials for next year's Annual Meeting of Stockholders, any
stockholder proposal to take action at such meeting must be
received at the Company's executive office at 14915 Manchester
Road, Ballwin, Missouri 63011 no later than November 28, 1997.
Any such proposals shall be subject to the requirements of the
proxy rules adopted by the Securities and Exchange Commission
under the Securities Exchange Act of 1934, as amended.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Gary G. Honerkamp
GARY G. HONERKAMP
SECRETARY
Ballwin, Missouri
March 27, 1997
<PAGE>
<PAGE>
REVOCABLE PROXY
JEFFERSON SAVINGS BANCORP, INC.
_________________________________________________________________
ANNUAL MEETING OF STOCKHOLDERS
MAY 6, 1997
_________________________________________________________________
The undersigned hereby appoints William W. Canfield and
Lloyd D. Doerflinger, with full powers of substitution, to act as
attorneys and proxies for the undersigned, to vote all shares of
Common Stock of Jefferson Savings Bancorp, Inc. (the "Company")
which the undersigned is entitled to vote at the Annual Meeting
of Stockholders (the "Annual Meeting"), to be held at Radisson
Hotel Denton, 2211 I-35 E. North, Denton, Texas on Tuesday, May
6, 1997 at 9:00 a.m., Central Time, and at any and all
adjournments thereof, as indicated below and in accordance with
the determination of a majority of the Board of Directors with
respect to other matters which come before the Annual Meeting.
VOTE
FOR WITHHELD
--- --------
1. The election as director of the
nominee listed below (except as
marked to the contrary below). [ ] [ ]
Edward G. Throop
INSTRUCTION: To withhold your vote for any individual
nominee, insert that nominee's name on the line provided
below.
____________________________
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
--- -------- -------
<S> <C> <C> <C>
2. Ratification of the appointment of
KPMG Peat Marwick LLP as auditors for
the 1997 fiscal year. [ ] [ ] [ ]
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NAMED
NOMINEE AND "FOR" THE RATIFICATION OF THE COMPANY'S AUDITORS.
_________________________________________________________________
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY WILL BE VOTED FOR THE NOMINEE AND FOR THE
RATIFICATION OF AUDITORS. IF ANY OTHER BUSINESS IS PRESENTED AT
THE ANNUAL MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN
THIS PROXY IN ACCORDANCE WITH THE DETERMINATION OF A MAJORITY OF
THE BOARD OF DIRECTORS. THIS PROXY CONFERS DISCRETIONARY
AUTHORITY ON THE HOLDERS THEREOF TO VOTE WITH RESPECT TO THE
ELECTION OF ANY PERSON AS DIRECTOR WHERE THE NOMINEE IS UNABLE TO
SERVE OR FOR GOOD CAUSE WILL NOT SERVE AND MATTERS INCIDENT TO
THE CONDUCT OF THE ANNUAL MEETING.
_________________________________________________________________
<PAGE>
<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the
Annual Meeting or at any adjournment thereof and after notifica-
tion to the Secretary of the Company at the Annual Meeting of the
stockholder's decision to terminate this proxy, then the power of
said attorneys and proxies shall be deemed terminated and of no
further force and effect. The undersigned hereby revokes any and
all proxies heretofore given with respect to the shares of Common
Stock held of record by the undersigned.
The undersigned acknowledges receipt from the Company prior
to the execution of this proxy of a Notice of Annual Meeting, the
Company's Proxy Statement for the Annual Meeting and an Annual
Report for the 1996 fiscal year.
Dated: _______________________, 1997
__________________________ __________________________
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
__________________________ __________________________
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on the envelope in which
this card was mailed. When signing as attorney, executor, admin-
istrator, trustee or guardian, please give your full title. If
shares are held jointly, each holder should sign.
Please check here if you plan
to attend the Annual Meeting. [ ]
_________________________________________________________________
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE
ENCLOSED POSTAGE-PREPAID ENVELOPE.
_________________________________________________________________
