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        SIXTH AMENDMENT TO EMPLOYMENT AGREEMENT
        ---------------------------------------

     THIS AGREEMENT entered into this 20th day of May, 1998 by
and between Jefferson Savings and Loan Association (the
"Association"), Jefferson Savings Bancorp, Inc. (the
"Corporation"), and David V. McCay (the "Employee").

     WHEREAS, the Corporation, the Association and the Employee
have previously entered into an employment agreement, dated
November 9, 1993 (the "Employment Agreement"), which provides
for certain benefits to be paid to the Employee if he is
terminated in connection with a change in control of the
Corporation or the Association; and

     WHEREAS, the parties desire to amend the provisions of the
Employment 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 Employment Agreement will be amended as follows:

                         I.
                          
     Paragraph (a) of Section 11 of the Employment Agreement is
hereby deleted in its entirety and the following is substituted
in lieu thereof:

          "11. Change in Control.
               ----------------- 
          (a)  Notwithstanding any provision herein to the
     contrary, if the Employee's employment under this Agreement
     is terminated by the Corporation or the Association,
     without the Employee's prior written consent and for a
     reason other than Just Cause, in connection with or within
     twelve (12) months after any change in control of the
     Association or the Corporation, the Employee shall be paid
     an amount equal to the product of 2.99 times his "base
     amount" as defined in Section 280G(b)(3) of the Internal
     Revenue Code of 1986, as amended (the "Code"), and
     regulations promulgated thereunder. Said sum shall be paid
     in one lump sum within ten (10) days of such termination. 
     The term "change in control" shall mean:
     
          (i)  the acquisition, other than from the Association
          or the Corporation, by any individual, entity or group
          (within the meaning of Section 13(d)(3) or 14(d)(2) of 
          the Securities Exchange Act of 1934, as amended (the
          "Exchange Act")) of beneficial ownership (within the
          meaning of Rule 13d-3 promulgated under the Exchange
          Act) of 25% or more of either the then outstanding
          shares of Common Stock of the Association or the
          Corporation or the combined voting power of the then
          outstanding voting securities of the Association or
          the Corporation entitled to vote generally in the
          election of directors, but excluding, for this
          purpose, any such acquisition by the Association or
          the Corporation or any subsidiaries in which the
          Association or the Corporation own, directly or
          indirectly, a proprietary interest of more than 50%
          (the "Subsidiaries"), or any employee benefit plan (or
          related trust) of the Association or the Corporation
          or their Subsidiaries;<PAGE>
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          (ii) individuals who, as of the date hereof,
          constitute the Board of Directors (the "Incumbent
          Board") of the Association or the Corporation cease
          for any reason to constitute at least a majority of
          the Board of Directors, provided that any individual
          becoming a director subsequent to the date hereof
          whose election, or nomination for election by the
          Association's or the Corporation's shareholders, was
          approved by a vote of at least a majority of the
          directors then comprising the Incumbent Board shall be
          considered as though such individual were a member of
          the Incumbent Board, but excluding, for this purpose,
          any such individual whose initial assumption of office
          is in connection with an actual or threatened election
          contest relating to the election of the directors of
          the Association or the Corporation (as such terms are
          used in Rule 14a-11 of Regulation 14A promulgated
          under the Exchange Act); or
          
          (iii) approval by the stockholders of the Association
          or the Corporation of a reorganization, merger or
          consolidation of the Association or the Corporation,
          in each case, with respect to which all or
          substantially all of the individuals and entities who
          were the respective beneficial owners of the Common
          Stock and voting securities of the Association or the
          Corporation immediately prior to such reorganization,
          merger or consolidation do not, following such
          reorganization, merger or consolidation, beneficially
          own, directly or indirectly, more than 65% of,
          respectively, the then outstanding shares of Common
          Stock and the combined voting power of the then
          outstanding voting securities entitled to vote
          generally in the election of directors, as the case
          may be, of the corporation resulting from such
          reorganization, merger or consolidation, or a complete
          liquidation or dissolution of the Association or the
          Corporation or of the sale or other disposition of all
          or substantially all of the assets of the Association
          or the Corporation.
          
          (iv) the acquisition and exercise of a controlling
          influence over the management or policies of the
          Association or the Corporation by any person or by
          persons acting as a group within the meaning of
          Section 13(d) of the Securities Exchange Act of 1934."

                         II.
                          
     The following new paragraph (d) is hereby added to Section
11 of the Employment Agreement:

          "(d) No later than the earlier of (i) sixty (60) days
     following delivery of the notice of employment termination
     by the Employee or the Association or the Corporation
     pursuant to the terms of this Agreement, or (ii) ten (10)
     days prior to the due date of the Employee's federal income
     tax return (without extension), the Association and the
     Corporation at their expense shall obtain and deliver to
     the Employee an opinion from their legal counsel (which

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     opinion shall be supported by an opinion of the
     Association's or the Corporation's accountant and shall be
     acceptable to the Employee and his attorneys and
     accountants) setting out whether, and to what extent,
     amounts or benefits payable to the Employee, pursuant to
     the Agreement or otherwise, are subject to any excise tax
     or similar tax pursuant to Sections 280G and 4999 of the
     Code, or any successor or other comparable federal, state
     or local tax laws.  If any amounts or benefits payable to
     the Employee, pursuant to this Agreement or otherwise, are
     determined as provided above to be subject to any such
     excise or similar tax, the Association and the Corporation
     shall immediately pay to the Employee such additional sum
     as is necessary (after taking into account all federal,
     state and local income taxes payable by the Employee as a
     result of the receipt of such additional sum) (the "gross
     up payment") to place the Employee in the same after-tax
     position he would have been in had no such excise or
     similar purpose tax been paid or incurred.  In the
     event of a subsequent controversy (including audit,
     administrative appeal or litigation) with the Internal
     Revenue Service (the "IRS"), or any state or local
     authority with respect to any excise or similar tax
     pursuant to Sections 280G and 4999 of the Code, or any
     successor or other comparable federal, state or local tax
     laws, the Association and the Corporation shall promptly
     reimburse the Employee for any legal and accounting fees
     incurred by the Employee with respect to such controversy,
     and shall promptly pay to the Employee an additional
     gross-up payment as described above if additional excise or
     similar taxes pursuant to Section 280G and 4999 of the
     Code, or any successor or other comparable federal, state
     or local tax laws are subsequently determined to be due and
     payable, which additional gross-up payment shall include
     reimbursement for any interest expense and penalties
     payable to any taxing authority which is attributable to
     any increased excise or similar taxes pursuant to Sections 
     280G and 4999 of the Code and related legal or accounting
     fees.  If the Employee is subject to an audit by the IRS or
     any state or local authority, the Employee shall give
     prompt notice thereof to the Corporation and the
     Association.  In such an event, the Corporation or
     the Association shall provide legal representation at
     audit, administrative appeal and in litigation on the
     Employee's behalf with respect to any such action with an
     attorney reasonably acceptable to the Employee; provided,
     however, the Employee's counsel shall be kept advised of
     all proceedings and shall be permitted to participate
     therein and the Employee shall be entitled to reimbursement
     as provided above with respect to the fees and expenses of
     his counsel.  Notwithstanding the foregoing, no settlement
     shall be agreed to or otherwise permitted with respect to
     any such audit without the prior written consent of the
     Employee."               

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     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
----------------------          -----------------------
Secretary                       Director


ATTEST:                      JEFFERSON SAVINGS BANCORP, INC.


/s/                          By:/s/ Frank C. Bick
----------------------          -----------------------
Secretary                       Director


WITNESS:


/s/                          By: /s/ David V. McCay
----------------------          -----------------------
Secretary                       Employee

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