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   FIRST AMENDMENT TO JEFFERSON SAVINGS AND LOAN ASSOCIATION
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               SUPPLEMENTAL RETIREMENT AGREEMENT
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     THIS AGREEMENT entered into this 20th day of May, 1998 by
and between Jefferson Savings and Loan Association (the
"Association") and David V. McCay (the "Executive").

     WHEREAS, the Association and the Executive have previously
entered into a supplemental retirement agreement, dated November
9, 1993 (the "Supplemental Retirement Agreement"), which
provides for certain benefits to be paid to the Executive if he
is terminated in connection with a change in control of
Jefferson Savings Bancorp, Inc. or the Association; and

     WHEREAS, the parties desire to amend the provisions of the
Supplemental Retirement  Agreement relating to the benefits paid
to the Employee in the event of such a change in control.

     NOW, THEREFORE, it is agreed that, effective May 20, 1998,
the Supplemental Retirement Agreement will be amended as
follows:

                         I.
                          
     ARTICLE V is hereby deleted in its entirety and the
following is substituted in lieu thereof:

                     "ARTICLE V
                          
                 Source of Benefits
                          
          Benefits shall constitute an unfunded, unsecured
     promise by the Association to provide such payments in the
     future.  The Association shall establish an irrevocable
     trust (the "Trust") to fund its obligation under this
     Agreement, the assets of which, to the extent provided in
     the Trust, shall remain subject to the general creditors of
     the Association in the event of its insolvency. 
     Contributions to the Trust shall be made at the discretion
     of the Association; provided, however, that,
     notwithstanding the foregoing, contemporaneous with the
     consummation or discovery by the Association of a Change in
     Control, the Association shall contribute to the Trust an
     amount of cash equal to the present value of the
     Executive's Benefits under ARTICLE II and ARTICLE IX and
     each year thereafter the Association shall contribute to
     the Trust such additional amount of cash actuarially
     determined by an actuary reasonably satisfactory to the
     Executive to be necessary to fund the Benefits payable
     to the Executive (or his Beneficiaries) under ARTICLE II
     and ARTICLE IX.  The present value shall be determined by
     an actuary reasonably satisfactory to the Executive using
     the 1984 Unisex Pension Mortality Table (set forward one
     year) and an interest rate equal to 120% of the interest
     rate used by the Pension Benefit Guaranty Corporation for
     purposes of determining the present value on plan
     termination on January 1.  Except as described in the
     Trust, no person shall, by virtue of this Agreement, have
     any interest in any assets of the Association, including
     assets of the Trust (other than as an unsecured creditor of
     the Association)."<PAGE>
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                         II.
                          
     ARTICLE IX is hereby deleted in its entirety and the
following is inserted in lieu thereof:

                       "ARTICLE IX
                             
          Involuntary Termination of Employment;
     Termination of Employment upon a Change in Control
              Or Termination for Just Cause
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     The provisions of this Article shall supersede any
provisions of this Agreement to the contrary.
     
     In the event that (i) the Executive's employment with
the Association shall be terminated by an action of the Board
of Directors of the Association (or by another person or
group granted the authority by the Board of Directors or
otherwise to take such action) for other than Just Cause, or
(ii) there occurs a Change in Control, then, in either such
case, the Executive's Vested Percentage shall automatically
increase to 100% for purposes of calculating his Benefits
under this Plan, and the Benefits shall be due and payable
to the Executive in the manner described in ARTICLE II herein.
     
          In the event of the Executive's termination of
employment for Just Cause, no Benefits shall be payable
hereunder, and the Association shall have no further 
obligations hereunder, unless and to the extent that the
Association determines, in its sole and absolute discretion, to
the contrary."
     
     IN WITNESS WHEREOF, the parties have executed this
Agreement on the day and year first herein above written:

ATTEST:                      JEFFERSON SAVINGS AND LOAN
                             ASSOCIATION

/s/                          By: /s/ Frank C. Bick
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                             Its: Director

WITNESS:                     EXECUTIVE:


/s/                          By: /s/ David V. McCay
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