SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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

                                    FORM 10-Q


(Mark One)

     [X]  QUARTERLY  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE  SECURITIES
          EXCHANGE ACT OF 1934

          For the quarterly period ended September 30, 2000

     OR

     [  ] TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

          For the transition period from _______________ to _______________


                            Commission File #0-21466

                         JEFFERSON SAVINGS BANCORP, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          DELAWARE                                      43-1625841
------------------------------------               -----------------------------
(State or other jurisdiction                       (I.R.S. Employer ID Number)
of incorporation or organization)

15435 CLAYTON ROAD, BALLWIN, MISSOURI                           63011
-------------------------------------                       -------------
(Address of principal executive offices)                      (Zip code)

Registrant's telephone number, including area code  (636) 227-3000
                                                     -------------


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                   YES   X    NO
                                       -----     -----

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.

         Class                                   Outstanding at October 31, 2000
-----------------------------                    -------------------------------
Common Stock, Par Value $.01                          9,968,347 shares



                                       1
<PAGE>
                         JEFFERSON SAVINGS BANCORP, INC.
                                 AND SUBSIDIARY

                               INDEX to Form 10-Q





                                                                            Page
PART I        FINANCIAL INFORMATION

              Item 1.      Financial Statements

                           -   Consolidated Balance Sheets                    3

                           -   Consolidated Statements of Income              4

                           -   Consolidated Statement of Stockholders'
                               Equity and Comprehensive Income                5

                           -   Consolidated Statements of Cash Flows          6

                           -   Notes to Consolidated Financial Statements     7

              Item 2.      Management's Discussion and Analysis of Financial
                           Condition and Results of Operations                9

              Item 3.      Quantitative and Qualitative Disclosures About
                           Market Risk                                       23

PART II       OTHER INFORMATION

              Item 1.      Legal Proceedings                                 25

              Item 2.      Changes in Securities and Use of Proceeds         25

              Item 3.      Defaults Upon Senior Securities                   25

              Item 4.      Submission of Matters to a Vote of Security
                           Holders                                           25

              Item 5.      Other Information                                 25

              Item 6.      Exhibits and Reports on Form 8-K                  25

              SIGNATURES                                                     27



                                       2
<PAGE>

                         JEFFERSON SAVINGS BANCORP, INC.
                                 AND SUBSIDIARY

                           Consolidated Balance Sheets

                    September 30, 2000 and December 31, 1999

                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                        September 30,           December 31,
                                         Assets                                             2000                    1999
                                         ------                                             ----                    ----
<S>                                                                                <C>                             <C>
Cash                                                                                 $     8,795,195               12,141,714
Interest-bearing deposits                                                                  9,596,781                9,457,864
                                                                                     ---------------          ---------------
     Cash and cash equivalents                                                            18,391,976               21,599,578
Investment securities available for sale, at fair value
     (amortized cost of $107,029,636 and $106,752,636 at
     September 30, 2000 and December 31, 1999, respectively)                             104,504,150              103,342,199
Mortgage-backed securities available for sale, at fair
     value (amortized cost of $115,478,331 and $123,405,642
     at September 30, 2000 and December 31, 1999, respectively)                          111,568,266              118,447,068
Loans receivable, net                                                                  1,383,165,299            1,238,926,455
Investment in real estate, net                                                             1,858,843                1,521,668
Stock in Federal Home Loan Bank                                                           30,722,600               24,254,100
Bank owned life insurance                                                                 26,154,561               25,178,920
Office properties and equipment, net                                                      15,085,541               14,212,864
Deferred tax asset                                                                         2,944,000                3,718,000
Excess cost over fair value of net assets acquired                                        18,745,063               20,088,429
Accrued income and other assets                                                           15,110,812               11,645,132
                                                                                     ---------------          ---------------
                                                                                     $ 1,728,251,111            1,582,934,413
                                                                                     ===============          ===============

                          Liabilities and Stockholders' Equity
                          ------------------------------------

Savings deposits                                                                     $   917,453,715              974,965,236
Borrowed money                                                                           657,044,065              468,369,843
Advance payments by borrowers for taxes and insurance                                      8,483,608                3,377,641
Accrued expenses and other liabilities                                                    10,106,886               10,140,344
                                                                                     ---------------          ---------------
                         Total liabilities                                             1,593,088,274            1,456,853,064
                                                                                     ---------------          ---------------

Commitments and contingencies

Stockholders' equity:
     Preferred stock ($.01 par value):  Authorized
        5,000,000 shares; none issued                                                             --                       --
     Common stock ($.01 par value):  Authorized 20,000,000 shares;
        issued 10,100,112 shares at September 30, 2000 and
        December 31, 1999                                                                    101,001                  101,001
     Additional paid-in capital                                                           65,298,612               64,958,775
     Retained earnings, subject to certain restrictions                                   78,168,837               71,469,492
     Accumulated other comprehensive loss                                                 (3,861,551)              (5,021,011)
     Unamortized restricted stock awards                                                     (58,408)                 (65,908)
     Unearned ESOP shares                                                                 (2,927,342)              (3,678,225)
     Treasury stock, at cost: 131,765 shares and 142,286 shares
        at September 30, 2000 and December 31, 1999, respectively                         (1,558,312)              (1,682,775)
                                                                                     ---------------          ---------------
                         Total stockholders' equity                                      135,162,837              126,081,349
                                                                                     ---------------          ---------------
                                                                                     $ 1,728,251,111            1,582,934,413
                                                                                     ===============          ===============
</TABLE>

See accompanying notes to consolidated financial statements.


                                       3
<PAGE>


                         JEFFERSON SAVINGS BANCORP, INC.
                                 AND SUBSIDIARY

                        Consolidated Statements of Income

             Three and nine months ended September 30, 2000 and 1999

                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                    Three months                        Nine months
                                                                 ended September 30,                ended September 30,
                                                                 -------------------                -------------------
                                                               2000              1999             2000              1999
                                                               ----              ----             ----              ----
<S>                                                        <C>                <C>               <C>              <C>
Interest and dividend income:
    Loans receivable                                       $ 28,006,946       23,586,946        79,895,823       67,700,998
    Mortgage-backed securities                                1,793,087        1,937,883         5,525,780        4,610,763
    Investment securities                                     1,648,945        1,618,321         4,933,429        5,626,923
    Interest-bearing deposits and federal funds sold             78,290           64,326           219,212          613,838
    Stock in Federal Home Loan Banks                            500,011          313,241         1,372,640          775,366
                                                             ----------       ----------        ----------       ----------
                Total interest and dividend income           32,027,279       27,520,717        91,946,884       79,327,888
                                                             ----------       ----------        ----------       ----------
Interest expense:
    Savings deposits                                         12,111,196       11,428,906        35,119,777       35,705,074
    Borrowed money                                            8,700,943        5,554,225        23,517,046       13,151,967
                                                             ----------       ----------        ----------       ----------
                Total interest expense                       20,812,139       16,983,131        58,636,823       48,857,041
                                                             ----------       ----------        ----------       ----------
                Net interest income                          11,215,140       10,537,586        33,310,061       30,470,847
Provision for losses on loans                                   260,000               --           885,000               --
                                                             ----------       ----------        ----------       ----------
                Net interest income after
                    provision for losses on loans            10,955,140       10,537,586        32,425,061       30,470,847
                                                             ----------       ----------        ----------       ----------
Noninterest income:
    Servicing and other loan fees                               316,238          207,898         1,010,669          542,996
    Fees for other services to customers                        390,713          260,992         1,312,307          839,654
    Income from bank owned life insurance, net                  325,788               --           958,973               --
    Gain (loss) on sales of investment securities, net               --               --           (14,688)          19,985
    Gain on sales of mortgage-backed securities, net                 --               --                --           36,990
    Gain on sales of loans and loan servicing, net            1,277,777          526,467         1,966,228          971,930
    Real estate operations, net                                  29,861           23,021           (42,230)        (144,474)
    Other                                                       313,239          108,042           564,611          376,572
                                                             ----------       ----------        ----------       ----------
                Total noninterest income                      2,653,616        1,126,420         5,755,870        2,643,653
                                                             ----------       ----------        ----------       ----------
Noninterest expense:
    General and administrative:
       Compensation and employee benefits                     4,437,335        3,543,676        12,274,753       10,037,371
       Occupancy                                              1,288,232          913,893         3,522,111        2,497,192
       Advertising                                              341,943          436,732           980,470        1,296,159
       Federal insurance premiums                                48,441          148,590           150,982          461,812
       Legal, examination, and other professional fees          620,484          342,953         1,454,422        1,436,102
       Other                                                  1,732,263        1,320,125         4,426,602        3,562,970
                                                             ----------       ----------        ----------       ----------
                Total general and administrative              8,468,698        6,705,969        22,809,340       19,291,606
    Amortization of excess cost over fair value
       of net assets acquired                                   447,789          447,789         1,343,367        1,345,013
                                                             ----------       ----------        ----------       ----------
                Total noninterest expense                     8,916,487        7,153,758        24,152,707       20,636,619
                                                             ----------       ----------        ----------       ----------
                Income before income taxes                    4,692,269        4,510,248        14,028,224       12,477,881
Income tax expense                                            1,794,000        1,809,000         5,333,000        5,056,000
                                                             ----------       ----------        ----------       ----------
                Net income                                 $  2,898,269        2,701,248         8,695,224        7,421,881
                                                             ==========       ==========        ==========       ==========

Earnings per share, basic                                     $ .30              .28               .91              .78
                                                                ===              ===               ===              ===
Earnings per share, diluted                                   $ .30              .28               .90              .76
                                                                ===              ===               ===              ===
</TABLE>

See accompanying notes to consolidated financial statements.


                                       4
<PAGE>

                         JEFFERSON SAVINGS BANCORP, INC.
                                 AND SUBSIDIARY

     Consolidated Statement of Stockholders' Equity and Comprehensive Income

                      Nine months ended September 30, 2000

                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                                Accumulated     Unamortized
                                               Common stock         Additional                     other        restricted
                                               ------------           paid-in      Retained    comprehensive       stock
                                            Shares       Dollars      capital      earnings    income (loss)      awards
                                            ------       -------      -------      --------    -------------      ------

<S>                                       <C>          <C>        <C>            <C>           <C>             <C>
Balance at December 31, 1999              10,100,112   $ 101,001  $ 64,958,775   $ 71,469,492  $ (5,021,011)   $ (65,908)

Comprehensive income:
    Net income                                    --          --            --      8,695,224            --           --
    Other comprehensive income (loss),
      net of reclassification adjustment          --          --            --             --     1,159,460           --

        Total comprehensive income

Dividends paid ($.21 per share)                   --          --            --     (1,995,879)           --           --

Release of ESOP shares in lieu of cash
    dividend on allocated ESOP shares             --          --        20,921             --            --           --

Stock issued in dividend reinvestment
    and stock purchase plan                       --          --        (6,444)            --            --           --

Amortization of restricted
    stock awards                                  --          --        12,750             --            --        7,500

Amortization of ESOP shares                       --          --       336,706             --            --           --

Stock options exercised                           --          --       (24,096)            --            --           --
                                          ----------     -------    ----------      ---------    ----------      -------

Balance at September 30, 2000             10,100,112   $ 101,001  $ 65,298,612   $ 78,168,837  $ (3,861,551)   $ (58,408)
                                          ==========     =======   ===========     ==========    ===========     =======
<CAPTION>


                                               Unearned      Treasury stock        Total
                                                 ESOP       ----------------    stockholders'
                                                shares      Shares     Dollars      equity
                                                ------      ------     -------      ------

<S>                                        <C>            <C>      <C>            <C>
Balance at December 31, 1999               $ (3,678,225)  (142,286) $(1,682,775)  $ 126,081,349

Comprehensive income:
    Net income                                       --         --           --       8,695,224
    Other comprehensive income (loss),
      net of reclassification adjustment             --         --           --       1,159,460
                                                                                     ----------
        Total comprehensive income                                                    9,854,684

Dividends paid ($.21 per share)                      --         --           --      (1,995,879)

Release of ESOP shares in lieu of cash
    dividend on allocated ESOP shares           104,342         --           --         125,263

Stock issued in dividend reinvestment
    and stock purchase plan                          --      6,993       82,727          76,283

Amortization of restricted
    stock awards                                     --         --           --          20,250

Amortization of ESOP shares                     646,541         --           --         983,247

Stock options exercised                              --      3,528       41,736          17,640
                                             ----------   --------    ---------     -----------

Balance at September 30, 2000              $ (2,927,342)  (131,765) $(1,558,312)  $ 135,162,837
                                             ==========   ========   ==========     ===========
</TABLE>


See accompanying notes to consolidated financial statements.

                                       5
<PAGE>


                         JEFFERSON SAVINGS BANCORP, INC.
                                 AND SUBSIDIARY

                      Consolidated Statements of Cash Flows

                  Nine months ended September 30, 2000 and 1999

                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                                2000                1999
                                                                                                ----                ----
<S>                                                                                      <C>                      <C>
Cash flows from operating activities:
   Net income                                                                            $     8,695,224          7,421,881
   Adjustments to reconcile net income to net cash
      provided by operating activities:
        Depreciation and amortization                                                          3,158,288          3,922,880
        Provision for losses on loans                                                            885,000                 --
        Net gain on sales of assets                                                           (2,131,292)        (1,163,618)
        Loans originated for sale                                                           (141,345,939)       (37,133,809)
        Loans purchased for sale                                                                      --        (30,220,802)
        Sale of loans originated for sale                                                    122,417,835         71,114,267
        Deferred income taxes                                                                    774,000         (2,999,253)
        Stock dividend from Federal Home Loan Bank                                                    --            (53,100)
        Other, net                                                                            (4,445,733)         2,990,434
                                                                                          --------------      -------------
                Net cash (used in) provided by operating activities                          (11,992,617)        13,878,880
                                                                                          --------------      -------------
Cash flows from investing activities:
   Principal repayments on:
      Loans receivable                                                                       409,186,402        431,150,539
      Mortgage-backed securities                                                               7,783,915          6,699,386
   Proceeds from maturity of investment securities                                               220,000         69,150,000
   Proceeds from sale of:
      Mortgage-backed securities available for sale                                                   --          4,676,186
      Investment securities available for sale                                                 1,985,313          5,010,938
   Proceeds from redemption of Federal Home Loan Bank stock                                           --          3,060,000
   Cash invested in:
      Loans receivable - originated                                                         (424,198,523)      (379,689,268)
      Loans receivable - purchased                                                          (111,684,241)      (192,657,735)
      Mortgage-backed securities                                                                      --       (104,532,688)
      Investment securities                                                                   (2,492,600)       (26,488,871)
      Stock in Federal Home Loan Bank                                                         (6,468,500)       (13,573,400)
   Proceeds from sale of real estate                                                           2,434,958          2,205,732
   Other, net                                                                                 (2,283,871)        (3,765,574)
                                                                                          --------------      -------------
                Net cash used in investing activities                                       (125,517,147)      (198,754,755)
                                                                                          --------------      -------------
Cash flows from financing activities:
   Decrease in savings deposits, net                                                         (57,576,071)       (60,914,499)
   Increase in borrowed money, net                                                           188,674,222        241,260,029
   Increase in advance payments by borrowers for taxes and insurance                           5,105,967          7,873,454
   Dividends paid                                                                             (1,995,879)        (1,983,076)
   Other, net                                                                                     93,923         (1,896,623)
                                                                                          --------------      -------------
                Net cash provided by financing activities                                    134,302,162        184,339,285
                                                                                          --------------      -------------
                Decrease in cash and cash equivalents                                         (3,207,602)          (536,590)
Cash and cash equivalents at beginning of period                                              21,599,578         18,873,687
                                                                                          --------------      -------------
Cash and cash equivalents at end of period                                                $   18,391,976         18,337,097
                                                                                          ==============      =============

Supplemental disclosures of cash flow information:
   Interest paid                                                                          $   58,513,830         48,954,569
   Income taxes paid                                                                           6,140,552          6,489,783
   Noncash investing activities:
      Additions to real estate acquired in settlement
        of loans or through foreclosure                                                        2,932,765            882,715
      Loans originated to finance the sale of real estate                                             --            140,650
   Noncash financing activity - interest credited to savings deposits                         27,408,040         26,839,365
                                                                                          ==============      =============
</TABLE>

See accompanying notes to consolidated financial statements.


                                       6
<PAGE>


                         JEFFERSON SAVINGS BANCORP, INC.
                                 AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                               September 30, 2000

                                   (Unaudited)


(1)    BASIS OF PRESENTATION
              The accompanying  unaudited consolidated financial statements were
       prepared in accordance with instructions for Form 10-Q and, therefore, do
       not  include  all   information   and  notes  necessary  for  a  complete
       presentation  of financial  position,  results of operations,  changes in
       stockholders'  equity  and  comprehensive   income,  and  cash  flows  in
       conformity with generally accepted accounting  principles.  However,  all
       adjustments  (consisting only of normal recurring accruals) which, in the
       opinion of  management,  are  necessary  for a fair  presentation  of the
       unaudited  consolidated  financial  statements  have been included in the
       results of operations  for the three and nine months ended  September 30,
       2000 and 1999, respectively.

              Operating  results for the three and nine months  ended  September
       30,  2000  are not  necessarily  indicative  of the  results  that may be
       expected for the year ending December 31, 2000.

(2)    PRINCIPLES OF CONSOLIDATION
              The  accompanying   unaudited  consolidated  financial  statements
       include the accounts of Jefferson  Savings Bancorp,  Inc. ("the Company")
       and its wholly owned  subsidiary,  Jefferson  Heritage  Bank  ("Jefferson
       Heritage" or "the Bank").  Jefferson Heritage's wholly owned subsidiaries
       are Jefferson  Heritage  Mortgage  Company,  Jefferson  Financial,  Inc.,
       Jefferson Financial Corporation, and First Service Corporation,  Inc. All
       significant intercompany items have been eliminated.

(3)    EARNINGS PER SHARE
              The following table reconciles the numerators and denominators for
       basic and diluted  earnings per share for the  three-month and nine-month
       periods ended September 30, 2000 and 1999:
<TABLE>
<CAPTION>

                                                                                  Three months ended September 30,
                                                                                     2000                1999
                                                                                     ----                ----
          <S>                                                                     <C>                  <C>
          Numerator:
              Net income (basic and diluted earnings per share)                   $ 2,898,269          2,701,248
                                                                                    =========          =========
          Denominator:
              Average shares outstanding (basic earnings per share)                 9,589,901          9,508,096
              Effect of dilutive stock options                                        151,297            167,780
                                                                                    ---------          ---------
                 Average shares outstanding after assumed
                    conversions (diluted earnings per share)                        9,741,198          9,675,876
                                                                                    =========          =========
</TABLE>

                                       7
<PAGE>


                         JEFFERSON SAVINGS BANCORP, INC.
                                 AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

<TABLE>
<CAPTION>
                                                                                 Nine months ended September 30,
                                                                                     2000                1999
                                                                                     ----                ----
          <S>                                                                     <C>                  <C>
          Numerator:
              Net income (basic and diluted earnings per share)                   $ 8,695,224          7,421,881
                                                                                    =========          =========
          Denominator:
              Average shares outstanding (basic earnings per share)                 9,553,531          9,495,297
              Effect of dilutive stock options                                        154,533            208,149
                                                                                    ---------          ---------
                 Average shares outstanding after assumed
                    conversions (diluted earnings per share)                        9,708,064          9,703,446
                                                                                    =========          =========
</TABLE>

              Only employee stock ownership plan shares that have been allocated
       or committed to be released are considered  outstanding  for earnings per
       share calculations.

 (4)   COMPREHENSIVE INCOME
              Comprehensive  income for the three-month  and nine-month  periods
       ended September 30, 2000 and 1999 is summarized as follows:
<TABLE>
<CAPTION>

                                                                                Three months ended September 30,
                                                                                     2000                1999
                                                                                     ----                ----

          <S>                                                                     <C>                  <C>
          Net income                                                              $ 2,898,269          2,701,248
          Other comprehensive income (loss):
              Realized and unrealized holding gain (loss)
                 arising during the period, net of tax                              1,855,343           (514,920)
              Less: reclassification adjustment for realized
                 gain included in net income, net of tax                                   --                 --
                                                                                    ---------          ---------
                    Total other comprehensive income (loss)                         1,855,343           (514,920)
                                                                                    ---------          ---------
                    Total comprehensive income                                    $ 4,753,612          2,186,328
                                                                                    =========          =========
<CAPTION>

                                                                                  Nine months ended September 30,
                                                                                     2000                1999
                                                                                     ----                ----

          <S>                                                                     <C>                  <C>
          Net income                                                              $ 8,695,224          7,421,881
          Other comprehensive income (loss):
              Realized and unrealized holding gain (loss)
                 arising during the period, net of tax                              1,149,766         (4,190,158)
              Less: reclassification adjustment for realized
                 gain (loss) included in net income, net of tax                        (9,694)            34,185
                                                                                    ---------        -----------
                    Total other comprehensive income (loss)                         1,159,460         (4,224,343)
                                                                                    ---------        -----------
                    Total comprehensive income                                    $ 9,854,684          3,197,538
                                                                                    =========        ===========
</TABLE>


                                       8
<PAGE>
                         JEFFERSON SAVINGS BANCORP, INC.
                                 AND SUBSIDIARY

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations



The  following  discussion  reviews the  financial  condition and the results of
operations  of the  Company  as of and for  the  three  and  nine  months  ended
September 30, 2000.

FORWARD-LOOKING STATEMENTS

     When used in this discussion and elsewhere in this Quarterly Report on Form
10-Q,  the words or phrases  "will  likely  result,"  "are  expected  to," "will
continue," "is anticipated,"  "estimate,"  "project" or similar  expressions are
intended  to  identify  "forward-looking  statements"  within the meaning of the
Private  Securities  Litigation Reform Act of 1995. The Company cautions readers
not to place undue reliance on any such forward-looking statements,  which speak
only as of the date made, and advises  readers that various  factors,  including
regional  and national  economic  conditions,  substantial  changes in levels of
market  interest  rates,  credit  and  other  risks of  lending  and  investment
activities and  competitive  and  regulatory  factors could affect the Company's
financial  performance  and could cause the Company's  actual results for future
periods to differ  materially from those  anticipated or projected.  The Company
does not  undertake  and  specifically  disclaims  any  obligation to update any
forward-looking statements to reflect occurrence of anticipated or unanticipated
events or circumstances after the date of such statements.

PROPOSED MERGER

     On September  30, 2000,  the Company  entered into an Agreement and Plan of
Reorganization (the "Merger Agreement") with Union Planters  Corporation ("Union
Planters").  Union  Planters is the holding  company  for Union  Planters  Bank,
National  Association  which is  headquartered  in Tennessee  and operates in 11
other  states.  Union  Planters'  common  stock is traded on the New York  Stock
Exchange  under  the  symbol  "UPC".   Subject  to  stockholder  and  regulatory
approvals, the Merger Agreement calls for the Company to be merged into a wholly
owned subsidiary of Union Planters with each share of the Company's common stock
being  converted into .433 shares of Union Planters  common stock.  The exchange
ratio is subject to adjustment  in the event the market price of Union  Planters
common  stock  declines  by more  than 15%  prior to  closing  but only if Union
Planters  common stock  declines by more than 20% during that period as compared
to an  index  group of 13 other  publicly  traded  bank  holding  companies.  In
connection with the Merger Agreement, the Company has granted Union Planters the
right to purchase up to 1,983,274 shares of the Company's common stock (equal to
19.9% of outstanding  shares prior to exercise) for a purchase price of $10.8125
per share.  The option is only exercisable upon the occurrence of certain events
that generally  involve the acquisition or attempted  acquisition of the Company
or 25% or more of its outstanding stock or consolidated assets by a third party.
The Company  expects to present the Merger  Agreement  for approval at a special
meeting of the Company's stockholders during the first quarter of next year.

FINANCIAL CONDITION

     The  Company's  primary  strategy is to continue  building  its core retail
banking  business,  which is the origination of loans funded by savings deposits
and  borrowings  from the Federal  Home Loan Bank  ("FHLB").  Historically,  the
Company's  primary  loan  product  has  been   adjustable-rate,   single-family,
residential  loans.  The  Company  also  originates  and  sells   single-family,
fixed-rate,  residential loans through the Bank's subsidiary, Jefferson Heritage
Mortgage Company. The Company continues to emphasize  construction,  development
and commercial real estate lending.


                                       9
<PAGE>

                         JEFFERSON SAVINGS BANCORP, INC.
                                 AND SUBSIDIARY

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations

         The Company's total assets increased $145.3 million,  or 9.2%, to $1.73
billion at September  30, 2000 from $1.58  billion at December  31, 1999.  Loans
receivable increased $144.2 million, or 11.6%, to $1.38 billion at September 30,
2000 from $1.24 billion at December 31, 1999. Loan  origination  activity in the
first nine months of 2000 totaled $565.5 million  compared to $416.8 million for
the first nine  months of 1999.  Commercial  real estate and  construction  loan
originations  totaled $380 million,  or approximately  67% of total  origination
activity  during the nine  months  ended  September  30,  2000  compared to $295
million,  or approximately  71% during the nine months ended September 30, 1999.
Loan purchases totaled $111.7 million for the first nine months of 2000 compared
to $222.9 million for 1999.  Principal repayments totaled $409.2 million for the
first nine months of 2000 compared to $431.2 million for 1999.

         The Company  sometimes  supplements asset growth in times of lower loan
demand with the  purchase  of  investment  and  mortgage-backed  securities  and
generally  chooses  between  these two  types of  investments  depending  on the
instruments'  interest rate risk characteristics and the yields available in the
market.  The Company  de-emphasized  this type of investing  activity during the
first  nine  months  of 2000  because  of the  high  level  of  lending  volume.
Mortgage-backed securities decreased $6.9 million, or 5.8%, to $111.6 million at
September  30,  2000 from  $118.4  million  at  December  31,  1999.  Investment
securities  increased $1.2 million,  or 1.1%, to $104.5 million at September 30,
2000 from $103.3 million at December 31, 1999.

         The  Company  has  substantial  borrowing  capacity  with  the FHLB and
generally  chooses between savings  deposits and borrowings,  depending on their
relative  costs,  when funding its investing  activities.  Beginning in 1999 and
continuing  in 2000,  the Company chose to fund a large portion of its investing
activities  with  borrowings  from the FHLB since such borrowings were generally
less  expensive  than the  cost of  attracting  savings  deposits  with  similar
maturities.  As a result  of this  strategy,  borrowed  money  increased  $188.7
million,  or 40.3%,  to $657.0 million at September 30, 2000 from $468.4 million
at December 31, 1999.  Savings  deposits  decreased  $57.5 million,  or 5.9%, to
$917.5  million at September 30, 2000 from $975.0  million at December 31, 1999.
The decrease was primarily in certificates of deposit.

         Stockholders' equity increased $9.1 million, or 7.2%, to $135.2 million
at September 30, 2000 from $126.1 million at December 31, 1999.  Contributing to
the growth in  stockholders'  equity was net income of $8.7  million  and a $1.2
million decrease, net of tax, in unrealized holding losses on available-for-sale
investments, partially offset by the payment of $2.0 million in dividends on the
Company's common stock. The ratio of stockholders' equity to assets decreased to
7.82% at September 30, 2000 compared to 7.97% at December 31, 1999 as the result
of a 9.2% growth in assets,  partially  offset by a 7.2%  growth in equity.  The
Company's  book value per share at  September  30,  2000 was $14.07  compared to
$13.28 at  December  31,  1999 and  tangible  book value per share was $12.11 at
September 30, 2000 compared to $11.16 at December 31, 1999. Unearned ESOP shares
of 358,937 and 458,575  were  excluded  in  calculating  book value per share at
September  30, 2000 and December 31, 1999,  respectively.  There were  9,968,347
common shares outstanding at September 30, 2000.


                                       10
<PAGE>


                         JEFFERSON SAVINGS BANCORP, INC.
                                 AND SUBSIDIARY

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations

AVERAGE BALANCE, INTEREST AND AVERAGE YIELDS AND COSTS

     The  following  table  sets  forth  certain  information  relating  to  the
Company's  average  interest-earning  assets  and  interest-bearing  liabilities
including  the  average  yield  on  such  assets  and the  average  cost of such
liabilities  for the  periods  indicated.  Such  yields and costs are derived by
dividing  annualized income or expense by the average three-month and nine-month
average  balances  of  assets  or  liabilities,  respectively,  for the  periods
indicated. During the periods indicated,  nonaccrual loans are included in loans
receivable.


                                       11
<PAGE>
                         JEFFERSON SAVINGS BANCORP, INC.
                                 AND SUBSIDIARY

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations

<TABLE>
<CAPTION>
                                                        Three-month period ended September 30,
                                               ----------------------------------------------------------
                                                        2000                             1999
                                               -------------------------       --------------------------
                                                                 Average                          Average
                                               Average           Yield/        Average            Yield/
                                               Balance  Interest  Cost         Balance   Interest  Cost
                                               -------  --------  ----         -------   --------  ----
                                                                    (Dollars in thousands)
<S>                                         <C>          <C>       <C>      <C>          <C>        <C>
Interest-earning assets:
   Loans receivable .......................  $1,322,381  $28,007   8.47%     $1,238,263  $23,587    7.62%
   Mortgage-backed securities .............     117,275    1,793   6.12         126,669    1,938    6.12
   Investment securities ..................     107,080    1,649   6.16         106,458    1,618    6.08
   Other interest-earning assets ..........      32,965      578   7.01          22,019      378    6.87
                                              ---------   ------              ---------   ------
            Total interest-earning
              assets.......................   1,579,701   32,027   8.11       1,493,409   27,521    7.36
Noninterest-earning assets.................      78,984   ------                 54,424   ------
                                              ---------                       ---------
            Total assets ..................  $1,658,685                      $1,547,833
                                              =========                       =========
Interest-bearing liabilities:
   Savings deposits:
      Passbook and statement savings,
         NOW and money market accounts.....  $  218,531    1,650   3.02      $  239,382    1,674    2.80
      Certificates of deposit .............     716,879   10,461   5.84         745,317    9,755    5.24
                                              ---------   ------              ---------   ------
            Total savings deposits.........     935,410   12,111   5.18         984,699   11,429    4.64
   Borrowed money..........................     567,947    8,701   6.13         416,096    5,554    5.34
                                              ---------   ------              ---------   ------
            Total interest-bearing
              liabilities..................   1,503,357   20,812   5.54       1,400,795   16,983    4.84
                                                          ------                          ------
Noninterest-bearing liabilities ...........      22,484                          22,499
                                              ---------                       ---------
            Total liabilities .............   1,525,841                       1,423,294
Stockholders' equity ......................     132,844                         124,539
                                              ---------                       ---------
            Total liabilities and
               stockholders' equity........  $1,658,685                      $1,547,833
                                              =========                       =========
Net interest income .......................              $11,215                         $10,538
                                                          ======                          ======
Interest rate spread ......................                        2.57%                            2.52%
                                                                   ====                             ====
Net interest margin .......................                        2.84%                            2.82%
                                                                   ====                             ====
Ratio of average interest-earning
   assets to average interest-
   bearing iabilities......................     105.08%                        106.61%
                                                ======                         ======
<PAGE>
<CAPTION>

                                                        Nine-month period ended September 30,
                                               ----------------------------------------------------------
                                                        2000                             1999
                                               -------------------------       --------------------------
                                                                 Average                          Average
                                               Average           Yield/        Average            Yield/
                                               Balance  Interest  Cost         Balance   Interest  Cost
                                               -------  --------  ----         -------   --------  ----
                                                                    (Dollars in thousands)
<S>                                         <C>          <C>       <C>      <C>          <C>        <C>
Interest-earning assets:
   Loans receivable ........................  $1,288,440  $79,896    8.27%    $1,182,500   $67,701    7.63%
   Mortgage-backed securities ..............     119,966    5,526    6.14        101,352     4,611    6.07
   Investment securities ...................     106,841    4,933    6.16        119,766     5,627    6.26
   Other interest-earning assets ...........      31,160    1,592    6.81         32,980     1,389    5.62
                                               ---------   ------              ---------    ------
            Total interest-earning
              assets........................   1,546,407   91,947    7.93      1,436,598    79,328    7.36
                                                           ------                           ------
Noninterest-earning assets..................      79,143                          54,970
                                               ---------                       ---------
            Total assets ...................  $1,625,550                      $1,491,568
                                               =========                       =========
Interest-bearing liabilities:
   Savings deposits:
      Passbook and statement savings,
         NOW and money market accounts......  $  219,337    4,799    2.92     $  242,353     5,314    2.92
      Certificates of deposit ..............     726,166   30,321    5.57        766,147    30,391    5.29
                                               ---------   ------              ---------    ------
            Total savings deposits..........     945,503   35,120    4.95      1,008,500    35,705    4.72
   Borrowed money...........................     531,015   23,517    5.90        337,659    13,152    5.19
                                               ---------   ------              ---------    ------
            Total interest-bearing
               liabilities..................   1,476,518   58,637    5.30      1,346,159    48,857    4.84
                                                           ------                           ------
Noninterest-bearing liabilities ............      19,759                          20,279
                                               ---------                       ---------
            Total liabilities ..............   1,496,277                       1,366,438
Stockholders' equity .......................     129,273                         125,130
                                               ---------                       ---------
            Total liabilities and
               stockholders' equity.........  $1,625,550                      $1,491,568
                                               =========                       =========
Net interest income ........................              $33,310                          $30,471
                                                           ======                           ======
Interest rate spread .......................                         2.63%                            2.52%
                                                                     ====                             ====
Net interest margin ........................                         2.87%                            2.83%
                                                                     ====                             ====
Ratio of average interest-earning
   assets to average interest-bearing
   liabilities..............................     104.73%                          106.72%
                                                 ======                           ======
</TABLE>


                                       12
<PAGE>

                         JEFFERSON SAVINGS BANCORP, INC.
                                 AND SUBSIDIARY

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations


     The following table allocates the period-to-period changes in the Company's
various categories of interest income and expense between changes due to changes
in volume  (calculated  by  multiplying  the  change in  average  volumes of the
related  interest-earning  asset or  interest-bearing  liability category by the
prior year's rate) and changes due to changes in rate (change in rate multiplied
by the prior year's volume).  Changes due to changes in rate/volume  (changes in
rate  multiplied  by  changes  in volume)  have been  allocated  proportionately
between changes in volume and changes in rate.
<TABLE>
<CAPTION>
                                                    Three- and nine-month periods ended September 30, 2000 and 1999
                                                   -----------------------------------------------------------------
                                                   Three months of 2000  vs. 1999     Nine months of 2000  vs. 1999
                                                   --------------------------------   ------------------------------
                                                     Increase (Decrease) Due to        Increase (Decrease) Due to
                                                     --------------------------        --------------------------
                                                     Volume      Rate       Total      Volume      Rate      Total
                                                     ------      ----       -----      ------      ----      -----
                                                                        (Dollars in thousands)
<S>                                                  <C>        <C>        <C>        <C>        <C>       <C>
Interest and dividend income:
   Loans receivable .............................    $ 1,673    $ 2,748    $ 4,421    $ 6,298    $ 5,897   $ 12,195
   Mortgage-backed securities ...................       (145)        --       (145)       861         54        915
   Investment securities ........................          9         22         31       (604)       (90)      (694)
   Other interest-earning assets ................        192          8        200        (80)       283        203
                                                     -------     ------    -------    -------    -------   --------
            Total interest and dividend income ..      1,729      2,778      4,507      6,475      6,144     12,619
                                                     -------     ------    -------    -------    -------   --------

Interest expense:
   Savings deposits:
      Passbook and statement savings,
         NOW, and money market accounts .........       (151)       127        (24)      (515)        --       (515)
      Certificates  of deposit ..................       (383)     1,089        706     (1,632)     1,562        (70)
                                                     -------    -------    -------    -------    -------   --------
            Total savings deposits ..............       (534)     1,216        682     (2,147)     1,562       (585)
   Borrowed money ...............................      2,239        908      3,147      8,366      1,999     10,365
                                                     -------    -------    -------    -------    -------   --------
            Total interest expense ..............      1,705      2,124      3,829      6,219      3,561      9,780
                                                     -------    -------    -------    -------    -------   --------
            Change in net interest income .......    $    24    $   654    $   678    $   256    $ 2,583   $  2,839
                                                     =======    =======    =======    =======    =======   ========
</TABLE>

COMPARISON  OF OPERATING  RESULTS FOR THE THREE MONTHS ENDED  SEPTEMBE7 30, 2000
AND 1999

         NET  INCOME.  Net  income  for the  third  quarter  of  2000  increased
$197,000,  or 7.3%,  to $2.9 million from $2.7 million for the third  quarter of
1999.  Basic and diluted  earnings  per share  increased  to $0.30 for the third
quarter  of 2000  compared  to  $0.28  for the  comparable  period  a year  ago.
Annualized  return on average equity and annualized return on average assets for
the third quarter of 2000 were 8.73% and 0.70%, respectively,  compared to 8.68%
and 0.70%, respectively, for the third quarter of 1999.

         NET INTEREST INCOME.  Net interest income for the third quarter of 2000
increased  $678,000,  or 6.4%, to $11.2 million from $10.5 million for the third
quarter of 1999.  The  increase was  primarily  the result of an increase in the
Company's interest rate spread to 2.57% for the quarter ended September 30, 2000
from 2.52% for the  quarter  ended  September  30,  1999.  The  increase  in the
interest rate spread was the result of a 74 basis point  increase in the average
yield on  interest-earning  assets partially offset by a 69 basis point increase
in the average cost of interest-bearing liabilities.

         INTEREST  AND DIVIDEND  INCOME.  Total  interest  and  dividend  income
increased $4.5 million, or 16.4%, to $32.0 million for the third quarter of 2000
from $27.5 million for the third quarter of 1999. The increase  resulted from an
increase in the average yield on interest-earning  assets to 8.11% for the


                                       13
<PAGE>
                         JEFFERSON SAVINGS BANCORP, INC.
                                 AND SUBSIDIARY

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations

third  quarter of 2000 from 7.37% for the third  quarter of 1999 and an increase
in the average  balance of  interest-earning  assets to $1.58 billion from $1.49
billion during the same periods.

         Interest income on loans receivable  increased $4.4 million,  or 18.7%,
as the result of an increase in the average yield to 8.47% for the third quarter
of 2000 from 7.62% for the third quarter of 1999 and a $84.1 million increase in
the average  balance of loans  receivable  between the comparable  periods.  The
increase  in the average  yield was the result of the impact of higher  interest
rates on the Bank's  adjustable rate loans and a shift in the composition of the
loan portfolio to higher yielding commercial real estate and construction loans.
At September 30, 2000 commercial real estate and construction  loans represented
35.7% of total loans compared to 23.5% at September 30, 1999. Loan  originations
grew 38%, to  approximately  $212 million for the third quarter of 2000 compared
to approximately $154 million for the comparable period in 1999. The majority of
this  growth  was in  single-family  residential  lending  fueled by the  Bank's
subsidiary  mortgage  company  offices.  Commercial real estate and construction
lending totaled $113 million, or approximately 53% of total origination activity
during the third quarter of 2000 compared to $106 million,  or approximately 69%
during the 1999 quarter.  Loan repayments totaled approximately $128 million for
the third quarter of 2000 compared to  approximately  $143 million for the third
quarter of 1999.  Loan purchases  increased to $77 million for the third quarter
of 2000 compared to $66 million for the third quarter of 1999.

         Combined interest income on all other interest-earning assets increased
$87,000, or 2.2%, as the result of an increase in the average yield to 6.25% for
the third  quarter of 2000 from  6.17% for the third  quarter of 1999 and a $2.2
million increase in the combined average balance.

         INTEREST EXPENSE. Interest expense increased $3.8 million, or 22.5%, to
$20.8  million  for the third  quarter of 2000 from $17.0  million for the third
quarter of 1999.  Interest  expense on borrowed money  increased $3.1 million as
the result of a $151.9  million  increase in the  average  balance for the third
quarter  of 2000  compared  to the third  quarter  of 1999 as the  Company  used
borrowed  money to fund asset growth and deposit  outflows and by an increase in
the average cost to 6.13% from 5.34% during the same periods.  Interest  expense
on savings  deposits  increased  $682,000  as the result of an  increase  in the
average  cost to 5.18% for the third  quarter  of 2000 from  4.64% for the third
quarter of 1999,  partially  offset by a $49.3  million  decrease in the average
balance  during the same  periods.  The increase in the average cost of borrowed
money and savings  deposits is primarily  the result of higher  market  interest
rates.

         PROVISION FOR LOSSES ON LOANS.  The Bank recorded a $260,000  provision
for losses on loans during the three months ended September 30, 2000 compared to
no provision during the three months ended September 30, 1999. The allowance for
losses on loans is maintained at a level considered  adequate to absorb probable
loan  losses  determined  on the basis of  management's  continuing  review  and
evaluation of the loan  portfolio and its judgement as to the impact of economic
conditions on the portfolio. The evaluation by management includes consideration
of past loan loss experiences and trends, changes in the composition of the loan
portfolio,  the  current  volume  and  condition  of loans  outstanding  and the
probability  of collecting all amounts due. At September 30, 2000, the allowance
for  losses  on loans  was $7.4  million,  which  represented  .54% of net loans
receivable compared to $6.9 million, or .56% of net loans receivable at December
31, 1999.  Net loan  charge-offs  were  $156,000  for the third  quarter of 2000
compared to $5,000 for the third quarter of 1999.


                                       14
<PAGE>
                         JEFFERSON SAVINGS BANCORP, INC.
                                 AND SUBSIDIARY

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations

         At September  30,  2000,  the ratio of  nonaccruing  loans to net loans
receivable  was .81% compared to .60% at December 31, 1999.  The increase in the
ratio was due to a $3.8 million increase in nonaccruing loans,  partially offset
by a $144.2 million, or 11.6%, increase in net loans receivable. The increase in
nonaccruing  loans was  primarily  the  result  of a $2.5  million  increase  in
nonaccruing  residential  real estate loans, a $934,000  increase in nonaccruing
construction loans and a $357,000 increase in nonaccruing commercial real estate
loans.

         NONINTEREST INCOME. Total noninterest income increased $1.5 million, or
135.6%,  to $2.7 million for the three months ended September 30, 2000 from $1.1
million for 1999.  The increase was primarily the result of increases in gain on
sale of loans  and  loan  servicing,  income  from  bank  owned  life  insurance
("BOLI"),  other noninterest income,  fees for other services to customers,  and
servicing  and  other  loan  fees.  Gain on sale of  loans  and  loan  servicing
increased  $751,000,  or 142.7%,  due to a  $681,000  gain from the sale of loan
servicing  and a $70,000  increase in gain on sale of loans to $597,000  for the
third  quarter  of 2000 from  $526,000  for 1999.  Loans  sold  during the third
quarter of 2000 were $71.1 million  compared to $36.9 million  during 1999.  The
Bank purchased $25 million in bank owned life insurance in the fourth quarter of
1999,  which  contributed an additional  $326,000 to noninterest  income.  Other
noninterest income increased  $205,000,  or 189.9%,  primarily due to a $166,000
gain on sale of an  office  property.  Fees  for  other  services  to  customers
increased  $130,000,  or 49.7%,  due primarily to a $69,000 increase in ATM fees
and a  $78,000  increase  in NOW  account  fees,  partially  offset by a $23,000
decrease in commissions related to the sale of brokerage products through one of
the Bank's  subsidiaries.  Servicing and other loan fees increased $108,000,  or
52.1%,  due primarily to a $56,000  increase in loan inspection  fees, a $28,000
increase in brokered loan fees and a $26,000 increase in loan extension fees.

         NONINTEREST  EXPENSE.  Noninterest  expense increased $1.8 million,  or
24.6%,  for the  third  quarter  of 2000  compared  to 1999.  The  increase  was
primarily due to increases in compensation  and other employee  benefits,  other
noninterest  expense,  occupancy  expense,  and  legal,  examination  and  other
professional  fees,  partially offset by decreases in federal insurance premiums
and  advertising  expense.  The  efficiency  ratio  increased  to 64.29% for the
quarter ended September 30, 2000 from 61.33% for the quarter ended September 30,
1999. The ratio of noninterest  expense to average assets increased to 2.15% for
the third quarter of 2000 compared to 1.85% for 1999.

         Compensation and employee benefit expense increased $894,000, or 25.2%,
to $4.4 million  during the third quarter of 2000 from $3.5 million during 1999.
The  increase was the result of  additional  personnel  hired to  implement  the
Bank's expanded retail banking products and services,  expansion into new market
areas by the Bank's subsidiary  mortgage  company,  and normal salary increases.
Other noninterest expense increased $412,000,  or 31.2%, to $1.7 million for the
three months ended  September 30, 2000 from $1.3 million for 1999, due primarily
to an increase in expenses related to the annual shareholders  meeting which was
held in the third  quarter  rather than the second  quarter,  a loss from theft,
increases  in  expenses   associated   with  ATMs,   which  the  Bank   expanded
significantly  during the second half of 1999, and expenses  associated with the
Bank's new subsidiary mortgage company. Occupancy expense increased $374,000, or
41.0%,  to $1.3  million for the third  quarter of 2000 from  $914,000 for 1999,
primarily as a result of  additional  equipment  and software  purchases  and an
increase in  leasehold  expense  associated  with the new  corporate  operations
center and  expansion  into new market areas by the Bank's  subsidiary  mortgage
company. Legal, examination,  and other professional fees increased $278,000, or
80.9%,  resulting mainly from a $264,000 payment for investment banking services
related  to the  Company's  proposed  merger  with Union  Planters  Corporation.
Federal  insurance  premiums  decreased  $100,000,  or 67.4%, to $48,000 for the
three months ended  September 30, 2000


                                       15
<PAGE>
                         JEFFERSON SAVINGS BANCORP, INC.
                                 AND SUBSIDIARY

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations

from $149,000 for 1999, due to a decrease in the balance of savings deposits and
a  reduction  in  the  SAIF  FICO  assessment  rate  to  0.0212%  from  0.0580%.
Advertising  expense  decreased  $95,000,  or 21.7%,  to $342,000  for the three
months ended  September  2000 from $437,000 for 1999,  due primarily to expenses
incurred during 1999 associated with the Bank's name change.

         INCOME TAX EXPENSE.  The Company  provides for state and federal income
tax  expense  based  upon  earnings  before  income  taxes.  Under the asset and
liability  method of  accounting  for  income  taxes,  the  Company  establishes
deferred tax assets and  liabilities for the temporary  differences  between the
financial  reporting  basis  and the  tax  basis  of the  Company's  assets  and
liabilities  at enacted tax rates expected to be in effect when such amounts are
realized or settled. The effective tax rate for the three months ended September
30, 2000 was 38.2%  compared to 40.1% for the like period in 1999. The effective
tax  rates  for 2000  and  1999  differ  from  the  statutory  tax rate of 35.0%
primarily due to the  nondeductibility  of the  amortization of excess cost over
fair values of net assets  acquired  and the excess of market value over cost of
ESOP shares amortized.  The decrease in the effective tax rate was primarily the
result of a  decrease  in the excess of market  value  over cost of ESOP  shares
amortized  caused by a 7.0% decline in the average market value of the Company's
common stock between the respective periods and an increase in tax exempt income
from a BOLI purchased in November 1999.

COMPARISON OF OPERATING RESULTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND
1999

         NET INCOME.  Net income for the nine months  ended  September  30, 2000
increased  17.2%,  to $8.7  million  from $7.4 million for the nine months ended
September 30, 1999.  Basic and diluted earnings per share increased to $0.91 and
$0.90,  respectively,  for the nine months ended  September 30, 2000 compared to
$0.78 and $0.76, respectively,  for the comparable period a year ago. Annualized
return on average  equity and  annualized  return on average assets for the nine
months ended  September  30, 2000  increased  to 8.97% and 0.71%,  respectively,
compared to 7.91% and 0.66%,  respectively,  for the nine months ended September
30, 1999.

         NET  INTEREST  INCOME.  Net  interest  income for the nine months ended
September 30, 2000 increased $2.8 million,  or 9.3%, to $33.3 million from $30.5
million for the nine months  ended  September  30,  1999.  The  increase was the
result of an increase  in the  Company's  interest  rate spread to 2.63% for the
nine  months  ended  September  30,  2000 from 2.52% for the nine  months  ended
September 30, 1999,  partially offset by a $20.6 million decrease in the average
balance of net interest-earning assets. The increase in the interest rate spread
was  primarily  the result of a 57 basis point  increase in the average yield on
interest-earning  assets  partially  offset by a 46 basis point  increase in the
average cost of interest-bearing liabilities.

         INTEREST  AND DIVIDEND  INCOME.  Total  interest  and  dividend  income
increased  $12.6 million,  or 15.9%,  to $91.9 million for the nine months ended
September  30, 2000 from $79.3  million for the nine months ended  September 30,
1999.  The  increase  resulted  from a $109.8  million  increase  in the average
balance of  interest-earning  assets to $1.55  billion for the nine months ended
September  30, 2000 from $1.44  billion for the nine months ended  September 30,
1999 and an increase in the average  yield on  interest-earning  assets to 7.93%
from 7.36% during the same periods.


                                       16
<PAGE>
                         JEFFERSON SAVINGS BANCORP, INC.
                                 AND SUBSIDIARY

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations

         Interest income on loans receivable  increased $12.2 million, or 18.0%,
as the  result of a $105.9  million  increase  in the  average  balance of loans
receivable  between the comparable  periods and an increase in the average yield
to 8.27% for the nine months  ended  September  30, 2000 from 7.63% for the nine
months  ended  September  30, 1999.  The  increase in the average  yield was the
result of the  impact of higher  interest  rates on the Bank's  adjustable  rate
loans and a shift in the  composition of the loan  portfolio to higher  yielding
commercial real estate and construction  loans. At September 30, 2000 commercial
real estate and construction  loans represented 35.7% of total loans compared to
23.5% at September 30, 1999.

         Combined interest income on all other interest-earning assets increased
$424,000,  or 3.6%,  as the result of an increase in the average  yield to 6.23%
for the nine months  ended  September  30,  2000  compared to 6.10% for the nine
months  ended  September  30, 1999 and a $3.9  million  increase in the combined
average balance.

         INTEREST EXPENSE. Interest expense increased $9.8 million, or 20.0%, to
$58.6  million for the nine months ended  September  30, 2000 from $48.9 million
for the nine  months  ended  September  30,  1999 due to an increase in interest
expense on borrowed money partially  offset by a decline in interest  expense on
savings deposits.  Interest expense on borrowed money increased $11.4 million as
the result of a $193.4 million  increase in the average  balance and an increase
in the average cost to 5.90% for the nine months ended  September  30, 2000 from
5.19% for the nine months ended September 30, 1999.  Interest expense on savings
deposits  decreased  $585,000 as the result of a $63.0  million  decrease in the
average  balance,  partially  offset by an increase in the average cost to 4.95%
for the nine  months  ended  September  30,  2000 from 4.72% for the nine months
ended September 30, 1999. The increase in the average cost of borrowed money and
savings deposits is primarily the result of higher market interest rates.

         PROVISION FOR LOSSES ON LOANS.  The Bank recorded a $885,000  provision
for losses on loans during the nine months ended  September 30, 2000 compared to
no provision  during the nine months ended September 30, 1999. The allowance for
losses on loans is maintained at a level considered  adequate to absorb probable
loan  losses  determined  on the basis of  management's  continuing  review  and
evaluation of the loan  portfolio and its judgement as to the impact of economic
conditions on the portfolio. The evaluation by management includes consideration
of past loan loss experiences and trends, changes in the composition of the loan
portfolio,  the  current  volume  and  condition  of loans  outstanding  and the
probability  of collecting  all amounts due. Net loan  charge-offs  increased to
$393,000,  or .03% of average loans,  for the first nine months of 2000 compared
to $27,000,  or .002% of average  loans,  for the first nine months of 1999. The
increase in net loan  charge-offs was due primarily to a $237,000  charge-off on
ten single-family residential properties acquired through foreclosure during the
first nine months of 2000.

         NONINTEREST INCOME. Total noninterest income increased $3.1 million, or
117.7%,  to $5.8 million for the nine months ended  September 30, 2000 from $2.6
million for 1999.  The increase was primarily the result of increases in gain on
sale of loans and loan servicing,  income from bank owned life  insurance,  fees
for  other  services  to  customers,   servicing  and  other  loan  fees,  other
noninterest  income, and gain on real estate  operations.  Gain on sale of loans
and loan servicing increased $994,000,  or 102.3%, to $2.0 million for the first
nine months of 2000 from  $972,000 for 1999 due to a $681,000 gain from the sale
of loan servicing and a $313,000  increase in gain on sale of loans.  Loans sold
during



                                       17
<PAGE>
                         JEFFERSON SAVINGS BANCORP, INC.
                                 AND SUBSIDIARY

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations

the first  nine  months of 2000 were  $122.4  million  compared  to $71.1
million during 1999. Income from bank owned life insurance, which is included in
other  noninterest  income,  increased  $959,000  due to the  purchase  of $25.0
million of BOLI during the fourth  quarter of 1999.  Fees for other  services to
customers increased $473,000, or 56.3%,  primarily due to a $212,000 increase in
ATM fees, a $162,000  increase in NOW account fees,  and an $87,000  increase in
commissions  related to the sale of brokerage products through one of the Bank's
subsidiaries.  Servicing and other loan fees increased  $468,000,  or 86.1%, due
primarily to an increase in loan activity and increased  construction lending in
particular. Other noninterest income increased $188,000, or 49.9%, primarily due
to a  $166,000  gain on sale  of an  office  property.  Real  estate  operations
increased  $102,000,  or 70.8%. The 2000 activity includes an $18,000 write-down
on a  foreclosed  property  and  $19,000  net gains on the  sales of  twenty-two
foreclosed  properties.  The 1999 activity  includes  $181,000 in write-downs on
four  foreclosed  properties  and  $102,000 in net gains on the sales of fifteen
foreclosed properties.

         NONINTEREST  EXPENSE.  Noninterest  expense increased $3.5 million,  or
17.0%,  to $24.2 million for the nine months ended September 30, 2000 from $20.6
million for the nine months ended September 30, 1999. The increase was primarily
due to increases in compensation and employee  benefits,  occupancy  expense and
other noninterest expense,  partially offset by decreases in advertising expense
and federal insurance premiums.  The efficiency ratio improved to 61.83% for the
nine months  ended  September  30,  2000 from  62.32% for the nine months  ended
September 30, 1999.

         Compensation  and  employee  benefits  increased  $2.2 million to $12.3
million  for  the  nine  months  ended  September  30,  2000.  The  increase  in
compensation  and  employee  benefits  was  primarily  the result of  additional
personnel  hired to implement the Bank's  expanded  retail banking  products and
services,  expansion  into new market  areas by the Bank's  subsidiary  mortgage
company, and normal salary increases.  Occupancy expense increased $1.0 million,
to $3.5 million,  due primarily to increases in depreciation expense as a result
of  additional  equipment  and software  purchases  and an increase in leasehold
expense  associated with the new corporate  operations center and expansion into
new market areas by the Bank's subsidiary  mortgage  company.  Other noninterest
expense increased $864,000, to $4.4 million, due primarily due to an increase in
expenses associated with ATMs, which the Bank expanded  significantly during the
second half of 1999, an increase in appraisal and other loan expense  related to
the increased loan volume, and increases in expenses related to the operation of
additional mortgage company offices.  Advertising expense decreased $316,000, to
$980,000,  due primarily to expanded  advertising  during the second  quarter of
1999  associated  with  the  Bank's  name  change.  Federal  insurance  premiums
decreased  $311,000,  to  $151,000,  due to a decrease in the balance of savings
deposits  and a  reduction  in the SAIF FICO  assessment  rate from  0.0580%  to
0.0212%.

         INCOME TAX EXPENSE.  The Company  provides for state and federal income
tax  expense  based  upon  earnings  before  income  taxes.  Under the asset and
liability  method of  accounting  for  income  taxes,  the  Company  establishes
deferred tax assets and  liabilities for the temporary  differences  between the
financial  reporting  basis  and the  tax  basis  of the  Company's  assets  and
liabilities  at enacted tax rates expected to be in effect when such amounts are
realized or settled.  The effective tax rate for the nine months ended September
30, 2000 was 38.0%  compared to 40.5% for the like period in 1999. The effective
tax  rates  for 2000  and  1999  differ  from  the  statutory  tax rate of 35.0%
primarily due to the  nondeductibility  of the  amortization of excess cost over
fair values of net assets  acquired  and the excess of market value over cost of
ESOP shares amortized.  The decrease in the effective tax rate was primarily the
result of a  decrease  in the excess of market  value  over cost of ESOP  shares
amortized caused by a


                                       18
<PAGE>

                         JEFFERSON SAVINGS BANCORP, INC.
                                 AND SUBSIDIARY

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations

12.8% decline in the average market value of the Company's  common stock between
the  respective  periods  and an  increase  in  tax  exempt  income  from a BOLI
purchased in November 1999.

NONPERFORMING ASSETS

Summarized below are nonperforming assets at September 30, 2000 and December 31,
1999
<TABLE>
<CAPTION>

                                                                             September 30,        December 31,
                                                                                 2000                1999
                                                                                 ----                ----
                                                                                  (Dollars in thousands)

                  <S>                                                         <C>                    <C>
                  Restructured loans                                           $ 1,061               1,022
                                                                               -------              ------

                  Nonaccruing loans:
                      Residential real estate                                  $ 5,795               3,308
                      Commercial real estate                                     2,863               2,506
                      Construction                                               2,273               1,340
                      Commercial                                                   205                 216
                      Consumer                                                      65                  75
                                                                               -------              ------
                           Total nonaccruing loans                              11,201               7,445
                           Applicable allowance for losses                        (797)               (903)
                                                                               -------              ------
                           Nonaccruing loans, net                               10,404               6,542
                                                                               -------              ------

                  Foreclosed real estate, net                                    1,859               1,522
                                                                               -------              ------

                  Nonperforming assets, net                                    $13,324               9,086
                                                                               =======              ======

                  Nonperforming assets, net as a
                      percentage of total assets                                  0.77%               0.57%
                                                                                  ====                ====
</TABLE>

         Total  nonperforming  assets increased $4.2 million to $13.3 million at
September  30, 2000 from $9.1  million at December  31,  1999  primarily  as the
result of a $2.5 million increase in nonaccruing  residential real estate loans,
a $934,000  increase in nonaccruing  construction  loans, a $357,000 increase in
nonaccruing  commercial real estate loans and a $337,000  increase in foreclosed
assets. The increase in nonaccruing  residential loans was due to a net increase
of eighteen  single-family  permanent loans classified as nonaccrual  during the
first  nine  months of 2000 and by a 31.1%  increase  in the  average  principal
balance per loan. The increase in nonaccruing  construction  loans was primarily
due to a net  increase of three  construction  loans  classified  as  nonaccrual
during  the first nine  months of 2000 and by a 27.3%  increase  in the  average
principal  balance per loan. The increase in nonaccruing  commercial real estate
loans was primarily due to a net increase of five  commercial  real estate loans
classified as nonaccrual during the first nine months of 2000,  partially offset
by a 49.2% decrease in the average  principal  balance per loan. The increase in
foreclosed  assets  was  primarily  due to a net  increase  of  nine  properties
acquired through foreclosure during the first nine months of 2000.

         At September 30, 2000,  the Company had ten loans totaling $2.2 million
that  were  more than 90 days  past the  maturity  date  stated in the note with
regard to principal  repayment.  The Company has continued  collecting  interest
payments on the loans  which were less than 90 days past due and still  accruing
interest.  Loans are generally placed on nonaccrual status when either principal
or  interest  is


                                       19
<PAGE>

                         JEFFERSON SAVINGS BANCORP, INC.
                                 AND SUBSIDIARY

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations

more  than 90 days  past due or at such  time  when  management  concludes  that
payment in full is not likely,  whichever  is sooner.  Any  subsequent  interest
payments received are recorded as interest income in the period received.

         Impaired loans, which are represented by loans on nonaccrual status and
loans  where  management  believes  it is  probable  that they will be unable to
collect  principal and interest under the contractual  terms of the loans,  were
$14.9  million and $8.4  million at  September  30, 2000 and  December 31, 1999,
respectively. At September 30, 2000, $6.0 million of impaired loans had specific
reserves of $915,000  and the  remaining  impaired  loans of $8.9 million had no
specific  reserves.  At December  31, 1999,  $3.8 million of impaired  loans had
specific  reserves of $1.0  million  and the  remaining  impaired  loans of $4.5
million had no specific  reserves.  The increase in impaired loans was primarily
due to a $3.8 million  increase in nonaccrual loans during the first nine months
of 2000.

         Activity in the allowance for loan losses is summarized as follows:
<TABLE>
<CAPTION>

                                                                         Nine months ended September 30,
                                                                            2000                1999
                                                                            ----                ----

         <S>                                                             <C>                   <C>
         Balance at beginning of period                                  $ 6,937,900           6,659,294
         Provision charged to expense                                        885,000                  --
         Recoveries                                                            1,192                 344
         Charge-offs                                                        (393,738)            (27,107)
                                                                           ---------           ---------
         Balance at end of period                                        $ 7,430,354           6,632,531
                                                                           =========           =========
</TABLE>

LIQUIDITY AND CAPITAL RESOURCES

         The  Company  currently  has no business  other than that of  Jefferson
Heritage. The Company is dependent on future earnings,  dividends from Jefferson
Heritage,  or borrowings for sources of funds.  Jefferson Heritage is subject to
certain  regulatory  limitations with respect to the payment of dividends to the
Company.

         The capital  regulations  of the OTS  require  thrift  institutions  to
maintain  tangible  capital equal to 1.5% of total adjusted assets, a minimum 3%
leverage  (core  capital)  ratio,  and  an  8%  risk-based  capital  ratio.  The
risk-based capital  requirement is calculated based on the credit risk presented
by  both   on-balance-sheet   assets  and   off-balance-sheet   commitments  and
obligations.  Assets  are  assigned  a  credit-risk  weighting  based upon their
relative  risk ranging from 0% for assets backed by the full faith and credit of
the United  States or that pose no credit  risk to the  institution  to 100% for
assets such as  delinquent  or  repossessed  assets.  As of September  30, 2000,
Jefferson Heritage met all OTS capital requirements.

         Jefferson  Heritage is also subject to the capital-based  framework for
prompt corrective action. To be categorized as well capitalized,  an institution
must maintain minimum total risk-based,  Tier I risk-based,  and Tier I leverage
ratios as set forth in the table below. For purposes of this regulation,  Tier I
capital has the same  definition  as core  capital.  As of  September  30, 2000,
Jefferson Heritage was considered well capitalized.

                                       20
<PAGE>

                         JEFFERSON SAVINGS BANCORP, INC.
                                 AND SUBSIDIARY

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations

         Following  are the actual and  required  capital  amounts and ratios of
Jefferson Heritage as of September 30, 2000:
<TABLE>
<CAPTION>

                                                                                                Prompt corrective
                                                                                              action requirements -
                                       Actual                      Requirements                 well capitalized
                                      --------                    --------------               ------------------
                                 Amount         Ratio          Amount          Ratio          Amount         Ratio
                                 ------         -----          ------          -----          ------         -----

<S>                          <C>                <C>          <C>               <C>          <S>               <S>
Tangible capital: (1)        $ 120,526,935      7.02%        $ 25,739,296      1.50%                  NA

Core capital: (1)              120,526,935      7.02%          51,478,592      3.00%        $ 85,797,654      5.00%

Risk-based capital: (2)        126,898,527     10.83%          93,717,218      8.00%         117,146,522     10.00%

Tier I capital: (2)            120,526,935     10.29%                  NA                     70,287,913      6.00%
<FN>
(1)  To adjusted total assets
(2)  To risk-weighted assets
</FN>
</TABLE>

         Jefferson  Heritage  is  required  by federal  regulations  to maintain
specified levels of liquid assets,  consisting of cash and eligible investments.
The  current  level  of  liquidity  required  by the OTS is 4% of the sum of net
withdrawable deposits and borrowings due within one year. Jefferson Heritage has
consistently  maintained  liquidity  in excess of  required  amounts.  Jefferson
Heritage's  liquidity  ratio was  14.13% and 19.42% at  September  30,  2000 and
December 31, 1999, respectively.

         The  Company's  primary  sources of funds are  deposits,  principal and
interest  payments  on  loans  and  mortgage-backed  securities,  proceeds  from
maturing  investment  securities  and cash flows from  operations.  In addition,
Jefferson Heritage has substantial borrowing capacity with the Federal Home Loan
Bank and the ability to borrow against it's investment portfolio.

         The principal uses of funds by the Company  include the origination and
purchase  of  loans  secured  by real  estate  and the  purchase  of  investment
securities and mortgage-backed securities.

         Cash flows used by investing  activities  totaled $125.5 million during
the first nine months of 2000. Cash flows from these investing activities, which
consisted  primarily  of $417.0  million in  principal  repayments  on loans and
mortgage-backed  securities were used primarily to fund the Company's  investing
activities of originating and purchasing loans, purchasing stock in the FHLB and
purchasing  investment  securities  during the nine months ended  September  30,
2000.

         The Company anticipates that it will have sufficient funds available to
meet its current commitments. At September 30, 2000, the Company had commitments
to originate loans totaling $95.7 million, to purchase residential  mortgages of
$4.0 million and to sell loans of $60.0 million.  Certificates  of deposit which
are scheduled to mature in one year or less at September 30, 2000 totaled $557.1
million.  Management  believes that a significant  portion of such deposits will
remain with the Company.


                                       21
<PAGE>

                         JEFFERSON SAVINGS BANCORP, INC.
                                 AND SUBSIDIARY

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations

IMPACT OF INFLATION AND CHANGING PRICES

         The  consolidated  financial  statements  and notes  thereto  presented
herein have been  prepared in  accordance  with  generally  accepted  accounting
principles,  which generally  require the measurement of financial  position and
operating results in terms of historical dollars without considering the changes
in the relative purchasing power of money over time due to inflation. The impact
of inflation is reflected in the increased cost of the Company's operations.

         Unlike most industrial  companies,  nearly all of the Company's  assets
and  liabilities  are  monetary in nature.  As a result,  interest  rates have a
greater  impact on the  Company's  performance  than do the  effects  of general
levels  of  inflation.  Interest  rates  do not  necessarily  move  in the  same
direction nor to the same extent as the prices of goods and services.

IMPACT OF NEW ACCOUNTING STANDARDS

         Accounting for Derivative  Instruments and Hedging Activities.  In June
1998, the FASB issued SFAS No. 133,  "Accounting for Derivative  Instruments and
Hedging  Activities",  which establishes  standards for derivative  instruments,
including certain derivative  instruments  embedded in other contracts,  and for
hedging activities. SFAS No. 133 requires an entity to recognize all derivatives
as either  assets or  liabilities  in the  statement of  financial  position and
measure those  instruments at fair value. In June 1999, the FASB issued SFAS No.
137, "Accounting for Derivative Instruments and Hedging Activities - Deferral of
the Effective  Date of FASB Statement No. 33, an amendment of FASB Statement No.
133",  which defers the effective  date of SFAS 133 from fiscal years  beginning
after June 15,  1999 to fiscal  years  beginning  after June 15,  2000.  Earlier
application of SFAS No. 133, as amended, is encouraged but should not be applied
retroactively to financial  statements of prior periods.  In June 2000, the FASB
issued SFAS No. 138, "Accounting for Certain Derivative  Instruments and Certain
Hedging  Activities,  an amendment  of FASB  Statement  No.  133".  SFAS No. 138
addresses a limited number of issues  causing  implementation  difficulties  for
numerous  entities  that apply SFAS No.  133.  The  adoption of SFAS No. 133, as
amended, is not expected to have a material impact on the Company's consolidated
financial statements.



                                       22
<PAGE>

                         JEFFERSON SAVINGS BANCORP, INC.
                                 AND SUBSIDIARY

                    Quantitative and Qualitative Disclosures
                                About Market Risk


         The  Company's  principal  market  risk  continues  to  consist  of its
exposure to changes in interest  rates.  The primary  component of the Company's
net income is derived from the spread between  interest-earning asset yields and
the  cost  of  interest-bearing   liabilities.   In  a  changing  interest  rate
environment this spread can widen or narrow depending on the relative  repricing
and maturities of interest-earning  assets and interest-bearing  liabilities.  A
principal  strategy of the Company has been to achieve  acceptable  net interest
margins  while  managing  the  sensitivity  of its  earnings  to  interest  rate
fluctuations by matching more closely the cash flows and effective maturities or
repricings of its interest-sensitive assets and liabilities.

         The  Company's  interest  rate  sensitivity  is monitored by management
through the use of a model, which internally  generates  estimates of the change
in the  Company's  net  portfolio  value  ("NPV") over a range of interest  rate
scenarios.  NPV is the  present  value  of  expected  cash  flows  from  assets,
liabilities,  and off balance sheet contracts. The NPV ratio, under any interest
rate  scenario,  is  defined as the NPV in that  scenario  divided by the market
value of assets in the same scenario.  The OTS also produces a similar  analysis
using its own model based upon data submitted on the quarterly  Thrift Financial
Reports  filed by the  Bank.  The  results  of the OTS  model  may vary from the
Company's internal model due to differences in assumptions  utilized,  including
loan  prepayment  rates,  reinvestment  rates  and  deposits  decay  rates.  The
following  table sets forth the  Company's  NPV under the  internal  model as of
September 30, 2000:
<TABLE>
<CAPTION>
                                                                                          NPV as % of
                                           Net portfolio value                     portfolio value of assets
                                     ---------------------------------             -------------------------
   Change in interest rates                        Dollar      Percent                NPV       Change (in
in basis points (rate shock)         Amount        change      change                ratio     basis points)
----------------------------         ------        ------      ------                -----     -------------
                                                           (Dollars in thousands)

   <S>                             <C>           <C>           <C>                   <C>            <C>
   + 300 ......................    $  69,158     $ (56,841)    (45.1%)               4.22%          (314)
   + 200 ......................       95,370       (30,629)    (24.3%)               5.72%          (164)
   + 100 ......................      112,432       (13,567)    (10.8%)               6.65%           (71)
   Static .....................      125,999            --        --                 7.36%            --
   - 100 ......................      134,113         8,114       6.4%                7.78%            42
   - 200 ......................      132,359         6,360       5.1%                7.64%            28
   - 300 ......................      124,102        (1,897)     (1.5%)               7.13%           (23)
</TABLE>

         Certain  shortcomings are inherent in the methodology used in the above
interest rate risk  measurements.  Modeling changes in NPV require the making of
certain  assumptions,  which may or may not reflect  the manner in which  actual
yields and costs respond to changes in market  interest  rates.  In this regard,
the NPV model presented  assumes that the composition of the Company's  interest
sensitive  assets and liabilities  existing at the beginning of a period remains
constant  over the period  being  measured  and also  assumes  that a particular
change  in  interest  rates  is  reflected  uniformly  across  the  yield  curve
regardless  of the  duration  to maturity or  repricing  of specific  assets and
liabilities. Accordingly, although the NPV measurements provide an indication of
the Company's  interest rate risk exposure at a particular  point in time,  such
measurements  are not  intended to and do not provide a precise  forecast of the
effect of changes in market  interest rates on the Company's NPV and will differ
from actual results.

         Income  simulation  analysis  captures the potential and probability of
the  maturity  and  repricing  of


                                       23
<PAGE>

                         JEFFERSON SAVINGS BANCORP, INC.
                                 AND SUBSIDIARY

                    Quantitative and Qualitative Disclosures
                                About Market Risk

assets and  liabilities.  Moreover,  income  simulation  analysis  measures  the
relative  sensitivities of these balance sheet items and projects their behavior
over an  extended  period of time.  Also,  income  simulation  analysis  permits
management  to assess the  probable  effects on balance  sheet items of interest
rate changes and  management  strategies  that address such  changes.  For these
reasons,  the  Company  relies  primarily  upon  income  simulation  analysis in
measuring and managing exposure to interest rate risk.



                                       24
<PAGE>

                           PART II - OTHER INFORMATION



Item 1.        Legal Proceedings
               -----------------

               Not applicable.

Item 2.        Changes in Securities and Use of Proceeds
               -----------------------------------------

               Not applicable.

Item 3.        Defaults Upon Senior Securities
               -------------------------------

               Not applicable.

Item 4.        Submission of Matters to a Vote of Security Holders
               ---------------------------------------------------

               On July  17,  2000,  the  Company  held  its  Annual  Meeting  of
               Stockholders at which the following matters were voted on:

               Proposal I - Election of Directors
                            ---------------------
                    Nominee                           For            Withheld
                    -------                           ---            --------
                    William W. Canfield            8,246,900          656,570
                    Edward G. Throop               8,243,255          660,215

                    There were no abstentions or broker nonvotes.

                    The terms of office of  Directors  David V. McCay,  Lloyd D.
                    Doerflinger,  Gary L.  Holland,  Brad  Barkau and Forrest W.
                    Miller, continued after the Annual Meeting.

               Proposal II - Ratification of Appointment of Auditors
                             ---------------------------------------

                    For the ratification of KPMG LLP as independent auditors for
                    the year ending December 31, 2000:

                                 For          Against          Abstain
                                 ---          -------          -------
                              8,606,464       240,850          56,156

                    In addition, there were no broker nonvotes.

Item 5.        Other Information
               -----------------

               Not applicable.

Item 6.        Exhibits and Reports on Form 8-K
               --------------------------------

               (a)  Exhibits.  The following is a list of exhibits filed as part
                    of this  Quarterly  Report on Form 10-Q:

                    No.      Description
                    ---      -----------

                    2    Agreement and Plan of  Reorganization  dated  September
                         20, 2000 between  Jefferson  Savings Bancorp,  Inc. and
                         Union Planters Corporation                            *
                    3.1  Certificate of Incorporation                         **


                                       25
<PAGE>

                    3.2  Bylaws                                              ***
                    4.1  Specimen Stock Certificate                         ****
                    4.2  Rights Agreement, dated  August  17,  1994,
                         between Jefferson  Savings Bancorp, Inc. and
                         Boatmen's  Trust Company                          *****
                    10.1 Jefferson Heritage Bank Year 2000 Bonus Plan
                    27   Financial Data Schedule (EDGAR only)
                    99   Stock Option Agreement dated September 20, 2000
                         between Jefferson Savings Bancorp, Inc. and
                         Union Planters Corporation                       ******

*      Incorporated by reference from Current Report on Form 8-K filed September
       22, 2000.
**     Incorporated  by reference from Registration Statement on Form S-1 filed
       December 23, 1992 (File No. 33-56324).
***    Incorporated by reference  from  Quarterly  Report  on Form  10-Q for the
       quarter ended June 30,  1999.
****   Incorporated  by reference from Registration Statement on Form 8-A filed
       March 30, 1993 (File No. 0-21466).
*****  Incorporated  by reference from Registration Statement on Form 8-A filed
       August 19, 1994 (File No. 0-21466).
****** Incorporated  by reference  from  Quarterly  Report on Form 10-Q for the
       Quarter ended June 30, 2000.


               (b)  Reports on Form 8-K.  On  September  22,  2000,  the Company
                    filed a Current  Report on Form 8-K  reporting  under Item 5
                    that it entered into an Agreement and Plan of Reorganization
                    on September 20, 2000, pursuant to which the Company will be
                    merged with and into Union Planters Holdings Corporation,  a
                    wholly-owned   subsidiary  of  Union  Planters   Corporation
                    organized under the laws of the State of Tennessee.



                                       26
<PAGE>

                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                      JEFFERSON SAVINGS BANCORP, INC.
                                      Registrant



Date:  November 10, 2000              Paul J. Milano
                                      ------------------------------------------
                                      Paul J. Milano
                                      Senior Vice President and Chief Financial
                                      Officer
                                      (Duly Authorized Representative and
                                      Principal Financial Officer)



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