<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)
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]
________________________________________________________________
April 30, 1998
Dear Stockholder:
We invite you to attend the 1998 Annual Meeting of the
Stockholders of Jefferson Savings Bancorp, Inc. to be held at
the Ritz-Carlton Hotel, 100 Carondelet Plaza, St. Louis,
Missouri, on Thursday, June 4, 1998 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 1997 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 W. 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 JUNE 4, 1998
________________________________________________________________
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 Ritz-Carlton
Hotel, 100 Carondelet Plaza, St. Louis, Missouri, on Thursday,
June 4, 1998 at 9:00 a.m., Central Time.
The Annual Meeting is for the purpose of considering and
acting upon:
1. The election of two directors;
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
proposals 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 April 20, 1998 are the stockholders
entitled to notice of and to vote at the Annual Meeting and any
adjournments 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 Jefferson Savings and Loan Association,
F.A., 14915 Manchester Road, Ballwin, Missouri, 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
April 30, 1998
________________________________________________________________
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
JUNE 4, 1998
________________________________________________________________
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 1998 Annual Meeting of Stockholders of the Company
(hereinafter called the "Annual Meeting"), which will be held at
the Ritz-Carlton Hotel, 100 Carondelet Plaza, St. Louis,
Missouri, on Thursday, June 4, 1998 at 9:00 a.m., Central Time.
The accompanying Notice of Annual Meeting and form of proxy and
this Proxy Statement are being first mailed to stockholders on
or about April 30, 1998.
________________________________________________________________
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 NOMINEES 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 named 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
the closing of the polls 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 April 20, 1998 (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 10,019,714 shares of Common Stock issued and
outstanding.
<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 "Exchange Act"). 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 963,800 (2) 9.62%
2104 Dornoch
League City, Texas 77573
Intrepid, Ltd. 748,500 7.47%
#7 Wild Tamarind Drive
Nassau, Bahamas
Jefferson Savings Bancorp, Inc. 1,213,262 (3) 12.11%
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) According to the statement on Schedule 13D filed by Ms.
Drake, 938,600 shares are held by the Mary K. Drake Family
Limited Partnership. Includes 25,000 shares held as trustee
for the William K. Drake Defined Benefit Plan and 200 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,
Mercantile Bank, N.A., 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, 482,783 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, two directors will be elected
for a term expiring at the Annual Meeting to be held in the year
2001. The Board of Directors has nominated David V. McCay and
Forrest W. Miller, Jr. to serve for an additional term of three
years and until their successors are 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 nominees. If the
nominees are 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 nominees might be unavailable to serve.
The following table sets forth, for each 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
NOMINEES 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 NOMINEES FOR A TERM TO EXPIRE
AT THE 2001 ANNUAL MEETING
David V. McCay 55 1989 1998
Forrest W. Miller, Jr. 54 1995 1998
DIRECTORS CONTINUING IN OFFICE
Frank C. Bick 71 1960 1999
William W. Canfield 59 1987 1999
Lloyd D. Doerflinger 62 1958 1999
Edward G. Throop 48 1985 2000
</TABLE>
Presented below is certain information concerning the
nominees and directors continuing office. Unless otherwise
stated, all directors and nominees have held the positions
indicated for at least the past five years.
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.
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.
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, 50, 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, 41, 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, 33, 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, 60, 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,
1997, 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, 1997 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 1997, the Audit Committee met five 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 1997, 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 once during fiscal year 1997.
________________________________________________________________
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 1997. 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 60,172 shares of Common
Stock at an exercise price equal to $5.00 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 two specific components of
executive compensation: base salary 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.
<PAGE>
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 characteristics. The Committee's
objective is to provide for base salaries that are competitive
with the average salary paid by the Company's peers.
-6-<PAGE>
<PAGE>
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.
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 1997 was $276,666.
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 1997, 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." 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.
<PAGE>
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 William W. Canfield
Edward G. Throop Frank C. Bick
-7-<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, 1997
[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, 1996 and 1997. Plot points are
provided below.]
<TABLE>
<CAPTION>
4/8/93 12/31/93 12/31/94 12/31/95 12/31/96 12/31/97
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Jefferson Savings
Bancorp, Inc. 100 114.29 114.29 198.21 188.05 300.47
NASDAQ - Total US 100 116.84 114.21 161.53 198.67 243.79
SNL Midwest Thrift Index 100 117.85 123.39 186.50 234.97 378.67
SNL OTC Thrift Index 100 119.80 120.82 183.71 239.00 388.17
</TABLE>
-8-<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 1997 exceeded $100,000 for services
rendered in all capacities to the Company and its subsidiaries
(the "Named Executive Officers").
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION AWARDS
ANNUAL COMPENSATION ---------------------
------------------------------------ RESTRICTED SECURITIES
NAME AND FISCAL OTHER ANNUAL STOCK UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS(1) COMPENSATION(2) AWARD(S) OPTIONS COMPENSATION(3)
- ----------------- ------ ------ ----- ---------------- --------------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
David V. McCay 1997 $271,092 $ -- $ -- -- -- $65,184
Chairman of the Board, 1996 249,147 -- -- -- -- 43,656
President and Chief 1995 230,492 94,000 -- -- -- 55,000
Executive Officer
Gary G. Honerkamp 1997 113,702 -- -- -- -- 63,025
Senior Vice President 1996 104,852 -- -- -- -- 41,807
and Secretary 1995 98,212 30,000 -- -- -- 53,446
John D. Schlecht 1997 107,702 -- -- -- -- 62,286
Senior Vice President/ 1996 98,867 -- -- -- -- 41,460
Senior Loan Officer 1995 92,389 28,200 -- -- -- 53,271
Paul J. Milano 1997 105,700 -- -- -- -- 62,621
Senior Vice President, 1996 96,480 -- -- -- -- 41,452
Treasurer, Chief 1995 88,202 27,000 -- -- -- 53,146
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 1997, 1996 and 1995 did not
exceed 10% of the Named Executive Officer's salary and bonus.
(3) For fiscal year 1997, consists of $4,750, $3,411, $2,734 and $3,171 in Company matching
contributions to the 401(k) Plan on behalf of Messrs. McCay, Honerkamp, Schlecht and
Milano, respectively, and $60,434, $59,614, $59,552 and $59,450 which was the value of
shares of the Common Stock allocated to each of their respective accounts in the ESOP.
</FN>
</TABLE>
-9-<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 1997.
<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 114,672 -- $1,777,416 $ --
Gary G. Honerkamp 30,601 7,651 474,315 118,590
John D. Schlecht 30,601 7,651 474,315 118,590
Paul J. Milano 30,601 7,651 474,315 118,590
<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, 1997, based on the closing sale
price of the Common Stock on that date as reported on the Nasdaq National
Market ($20.50 per share), and the exercise price of the options ($5.00
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
-10-<PAGE>
<PAGE>
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. 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, 1997 would have been
approximately $827,231.
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) 66-2/3% 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
66-2/3% increased by 3-1/3% 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 $ 78,500 $ 89,000 $ 99,500 $110,000 $127,500
350,000 137,375 155,750 174,125 192,500 223,125
500,000 196,250 222,500 248,750 275,000 318,750
750,000 294,375 333,750 373,125 412,500 478,125
</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.
-11-<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,
1997 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, 1997.
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, 1997 JANUARY 1, 1997
- ------------ ----------- ---------- -------- ----------- ---------------
<S> <C> <C> <C> <C> <C>
William W. Canfield Home Equity Line(1) 6/18/90 $250,000 $233,000 $235,972
Director
John P. Deves Residential
Senior Vice Mortgage (1)(2) 10/02/92 257,000 -- 241,302
President Home Equity Line(3) 5/09/96 42,000 -- 41,908
Lloyd D. Doerflinger Residential
Director Mortgage (1) 1/23/89 260,000 179,977 194,589
John D. Schlecht Residential
Senior Vice Mortgage (1) 2/09/96 136,000 132,297 134,549
President Home Equity Line(3) 2/09/96 30,000 25,602 29,265
Edward G. Throop Residential
Director Mortgage (1) 1/19/96 480,000 470,525 475,113
<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>
-12-<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 155,576 (3) 1.5%
William W. Canfield 127,994 (4) 1.2%
Lloyd D. Doerflinger 100,374 (5) 1.0%
David V. McCay 197,218 (6) 1.9%
Forrest W. Miller, Jr. 25,189 (7) 0.2%
Edward G. Throop 164,922 1.6%
Gary G. Honerkamp 108,340 (8) 1.0%
John D. Schlecht 124,319 (9) 1.2%
Paul J. Milano 98,107 (10) 0.9%
All Directors and 1,139,242 (11) 10.8%
Executive 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 60,172 shares of Common Stock which
they have the right to acquire pursuant to options. Ownership figures
for Messrs. Honerkamp, Schlecht and Milano each include 38,252 shares
which they have the right to acquire pursuant to options exercisable
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 95,404 shares held as trustee.
(4) Includes 16,000 shares held by spouse as to which Mr. Canfield disclaims
beneficial ownership, 23,200 shares held in his individual retirement
accounts ("IRAs"), 28,622 shares held as trustee.
(5) Includes 10,000 shares held in Mr. Doerflinger's IRA and 30,200 shares
held as trustee.
(6) Includes 3,200 shares held by spouse as to which Mr. McCay disclaims
beneficial ownership, 48,080 shares held as trustee, 12,374 shares held
in his account in the Association's 401(k) Savings Plan (the "401(k)
Plan"), 18,892 shares allocated to his account in the Jefferson Savings
Bancorp, Inc. Employee Stock Ownership Plan and Trust (the "ESOP") and
114,672 shares which he has the right to acquire pursuant to options.
(7) Includes 9,173 shares held jointly, 2,008 shares held in Mr. Miller's
IRA, 3,008 shares held as trustee for the Royale Orleans Incorporated
Retirement Plan, and 11,000 shares held by Royale Orleans Incorporated of
which he is President.
(8) Includes 29,542 shares held in Mr. Honerkamp's 401(k) Plan account and
15,710 shares allocated to his ESOP account.
(9) Includes 21,920 shares held in Mr. Schlecht's IRA, 18,475 shares held in
his 401(k) Plan account, and 15,439 shares allocated to his ESOP account.
(10)Includes 3,000 shares held in Mr. Milano's IRA, 7,027 shares held in his
401(k) Plan account and 15,108 shares allocated to his ESOP account.
(11)Includes shares held in the various capacities described in the footnotes
above. Includes 70,142 shares held in 401(k) Plan accounts of executive
officers and 76,360 shares allocated to their accounts in the ESOP.
Includes 484,384 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. Does not include 730,479 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>
-13-<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 1997 fiscal year, has
been retained by the Board of Directors to be the Company's
auditors for the 1998 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 1998 FISCAL YEAR.
________________________________________________________________
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
________________________________________________________________
Pursuant to regulations promulgated under the Exchange
Act, the Company's officers and directors and all persons who
own more than 10% of the Common Stock ("Reporting Persons") are
required to file reports detailing their ownership and changes
of ownership in the Common Stock and to furnish the Company with
copies of all such ownership reports that are filed. Based
solely on the Company's review of the copies of such ownership
reports which it has received in the past fiscal year or with
respect to the past fiscal year, or written representations that
no annual report of changes in beneficial ownership were
required, the Company believes that during fiscal year 1997 and
prior fiscal years all Reporting Persons have complied with
these reporting requirements except for Forrest W. Miller, Jr.
who did not timely file a Form 4 to report a sale by his father
of 1,250 shares previously reported as beneficially owned by
him.
________________________________________________________________
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 Chase Mellon
Shareholder Services, Inc., a proxy soliciting firm, to assist
in the solicitation of proxies, for which they will receive a
fee of $3,500, plus reimbursement of certain out-of-pocket
expenses.
The Company's 1997 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, 1997 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.
-14-<PAGE>
<PAGE>
________________________________________________________________
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 January 1, 1999.
Any such proposals shall be subject to the requirements of the
proxy rules adopted by the Securities and Exchange Commission
under the Exchange Act.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Gary G. Honerkamp
Gary G. Honerkamp
Secretary
Ballwin, Missouri
April 30, 1998
-15-<PAGE>
<PAGE>
REVOCABLE PROXY
JEFFERSON SAVINGS BANCORP, INC.
______________________________
ANNUAL MEETING OF STOCKHOLDERS
JUNE 4, 1998
______________________________
The undersigned hereby appoints Edward G. Throop and
William W. Canfield 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 the Ritz-
Carlton Hotel, 100 Carondelet Plaza, St. Louis, Missouri on
Thursday, June 4, 1998 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
nominees listed below (except as
marked to the contrary below). [ ] [ ]
David V. McCay
Forrest W. Miller, Jr.
(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 1998 fiscal year. [ ] [ ] [ ]
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NAMED
NOMINEES 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 NOMINEES 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
notification 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 1997 fiscal year.
Dated: _______________________, 1998
__________________________ __________________________
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.
_________________________________________________________________
