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                                                                    EXHIBIT 10.1


                              EMPLOYMENT AGREEMENT

         THIS AGREEMENT (the "Agreement"), made this 1ST DAY OF JANUARY, 2005,
by and among JEFFERSON FEDERAL BANK (the "Bank") and CHARLES G. ROBINETTE
("Executive").

                               W I T N E S S E T H

         WHEREAS, the Bank desires to retain the services of the Executive as
the Chairman of the Knoxville Region of the Bank;

         WHEREAS, Executive and the respective Board of Directors of the Bank
desire to enter into an agreement setting forth the terms and conditions of the
continuing employment of Executive and the related rights and obligations of
each of the parties;

         NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and upon the other terms and conditions hereinafter provided, the
parties hereby agree as follows:

         1.       EMPLOYMENT. Executive is employed as the Chairman of the
                  ----------
Knoxville Region of the Bank. Executive shall perform all duties and shall have
all powers which are commonly incident to the office of an Executive Officer of
the Bank and which, consistent with those offices, are delegated to him by the
President and CEO of the Bank.

         2.       LOCATION AND FACILITIES. Executive will be furnished with the
                  -----------------------
working facilities and staff customary for executive officers with the title and
duties set forth in Section 1 and as are necessary for him to perform his
duties. The location of such facilities and staff shall be at the principal
administrative offices of the Knoxville Region of the Bank, or at such other
site as may be designated from time to time by the Bank.

         3.       TERM.
                  ----

                  a.   The term of this Agreement shall be (i) the initial term,
                  consisting of the period commencing on the date of this
                  Agreement (the "Effective Date") and ending three and one-half
                  years from of the Effective Date, plus (ii) any and all
                  extensions of the initial term made pursuant to this Section
                  3.

                  b.   Commencing on June 30, 2006, and continuing on each
                  anniversary (June 30) thereafter, the members of the board of
                  directors in concert with the President and CEO of the Bank
                  may extend the Agreement an additional year such that the
                  remaining term of the Agreement shall be thirty-six (36)
                  months, unless Executive elects not to extend the term of this
                  Agreement by giving written notice in accordance with Section
                  19 of this Agreement. The President and CEO and the Board of
                  Directors of the Bank (the "Board") will review the Agreement
                  and Executive's performance annually for purposes of
                  determining whether to extend the Agreement and the rationale
                  and results thereof shall be included in the minutes of the
                  Board's meeting. The President and CEO of the Bank shall give
                  notice to Executive as soon as possible after such review as
                  to whether the Agreement is to be extended.


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         4.       BASE COMPENSATION.
                  -----------------

                  a.   The Bank agrees to pay the Executive during the term of
                  this Agreement a base salary at the rate of $159,400 per year,
                  payable in accordance with customary payroll practices.

                  b.   The Board shall review annually the rate of the
                  Executive's base salary based upon factors they deem relevant,
                  and may maintain or increase his salary, provided that no such
                  action shall reduce the rate of salary below the rate in
                  effect on the Effective Date.

                  c.   In the absence of action by the Board, the Executive
                  shall continue to receive salary at the annual rate specified
                  on the Effective Date or, if another rate has been established
                  under the provisions of this Section 4, the rate last properly
                  established by action of the Board under the provisions of
                  this Section 4.

         5.       BONUSES. In lieu of any bonus normally provided to permanent
full-time employees of the Bank, the Bank agrees to provide a bonus program to
the Executive which will provide the Executive with the opportunity to earn up
to 50% of the Executive's base salary, on an annual basis, the amount of which
shall be determined by specific performance standards and a formula agreed to by
Executive and the Bank annually. Performance standards shall be measured on a
fiscal year, and no bonus shall be payable if Executive is not employed on June
30th of the year in question; provided, however, in the event of death of the
Executive, the bonus for the calendar year of Executive's death shall be
prorated on a quarterly basis, using the information for the quarter(s)
completed prior to Executive's death.

         6.       BENEFIT PLANS. The Executive shall be entitled to participate
in such life insurance, medical, dental, pension, profit-sharing, retirement and
stock-based compensation plans and other programs and arrangements as may be
approved from time to time by the Bank and/or Jefferson Bancshares, Inc. (the
"Company") for the benefit of their employees.

         7.       VACATION AND LEAVE.

                  a.  The Executive shall be entitled to vacations and other
                  leave in accordance with policy for senior executives, or
                  otherwise as approved by the Board, but, in any event, not
                  less than four (4) weeks vacation annually.

                  b.  In addition to paid vacations and other leave, the
                  Executive shall be entitled, without loss of pay, to absent
                  himself voluntarily from the performance of his employment for
                  such additional periods of time and for such valid and
                  legitimate reasons as the President and CEO or Board may in
                  its discretion determine. Further, the President and CEO or
                  Board may grant to the Executive a leave or leaves of absence,
                  with or without pay, at such time or times and upon such terms
                  and conditions as the President and CEO or Board in its
                  discretion may determine.

         8.       EXPENSE PAYMENTS AND REIMBURSEMENTS. The Executive shall be
reimbursed for all reasonable out-of-pocket business expenses that he shall
incur in connection with his services under this Agreement upon substantiation
of such expenses in accordance with applicable policies of the Bank. In
addition, Executive shall receive an allowance of $2,400 per year for dues in
professional, social and civic organizations, and the sum of $1,200 per year for
miscellaneous expenses.


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         9.       AUTOMOBILE ALLOWANCE. During the term of this Agreement, the
Executive shall be entitled to an annual automobile allowance of $12,000,
payable in equal monthly installments. Executive shall comply with reasonable
reporting and expense limitations on the use of such automobile as may be
established by the Bank from time to time, and the Bank shall annually include
on Executive's Form W-2 any amount of income attributable to Executive's
personal use of such automobile.


         10.      LOYALTY AND CONFIDENTIALITY; NONCOMPETITION.
                  -------------------------------------------

                  a.   During the term of this Agreement, Executive: (i) shall
                  devote all his time, attention, skill, and efforts to the
                  faithful performance of his duties hereunder; provided,
                  however, that from time to time, Executive may serve on the
                  boards of directors of, and hold any other offices or
                  positions in, companies or organizations which will not
                  present any conflict of interest with the Bank or any of their
                  subsidiaries or affiliates, unfavorably affect the performance
                  of Executive's duties pursuant to this Agreement, or violate
                  any applicable statute or regulation and (ii) shall not engage
                  in any business or activity contrary to the business affairs
                  or interests of the Bank and/or the Company.

                  b.  Nothing contained in this Agreement shall prevent or limit
                  Executive's right to invest in the capital stock or other
                  securities of any business dissimilar from that of the Company
                  or, solely as a passive, minority investor, in any business.

                  c.  Executive agrees to maintain the confidentiality of any
                  and all information concerning the operation or financial
                  status of the Bank and/or the Company; the names or addresses
                  of any of its borrowers, depositors and other customers; any
                  information concerning or obtained from such customers; and
                  any other information concerning the Bank and/or the Company
                  to which he may be exposed during the course of his
                  employment. The Executive further agrees that, unless required
                  by law or specifically permitted by the Board in writing, he
                  will not disclose to any person or entity, either during or
                  subsequent to his employment, any of the above-mentioned
                  information which is not generally known to the public, nor
                  shall he employ such information in any way other than for the
                  benefit of the Bank and/or the Company.

                  d.  Upon the termination of Executive's employment hereunder
                  for any reason, Executive agrees not to compete with the Bank
                  and/or any entity owned by the Company for a period of two (2)
                  years following such termination in any city, town or county
                  in which the Executive's normal business office is located and
                  the Bank and/or the Company affiliate has an office or has
                  filed an application for regulatory approval to establish an
                  office (or within a 60-mile radius of each of such offices),
                  determined as of the effective date of such termination,
                  except as agreed to pursuant to a resolution duly adopted by
                  the Board. Executive agrees that during such period and within
                  said cities, towns and counties, Executive shall not work for
                  or advise, consult or otherwise serve with, directly or
                  indirectly, any entity whose business materially competes with
                  the depository, lending or other business activities of the
                  Bank and/or the Company. The parties hereto, recognizing that
                  irreparable injury will result to the Bank, its business and
                  property in the event of Executive's breach of his obligations
                  under this paragraph and agree that in the event of any such
                  breach by Executive, the Bank and/or the Company, will be
                  entitled, in addition to any other remedies and damages
                  available, to an injunction to restrain the violation hereof
                  by Executive, Executive's partners, agents, servants,
                  employees and all persons acting for or under the direction of
                  Executive. Nothing herein will be construed as prohibiting the
                  Bank and/or the Company from pursuing any other remedies
                  available to the Bank and/or the Company for such breach or
                  threatened breach, including the recovery of damages from
                  Executive.

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         11.      TERMINATION AND TERMINATION PAY. Subject to Section 12 of this
                  -------------------------------
Agreement, Executive's employment under this Agreement may be terminated in the
following circumstances:

                  a.   Death. Executive's employment under this Agreement shall
                  terminate upon his death during the term of this Agreement, in
                  which event Executive's estate shall be entitled to receive
                  the compensation due to the Executive through the last day of
                  the calendar month in which his death occurred.

                  b.   Retirement. This Agreement shall be terminated upon
                  Executive's retirement under the retirement benefit plan or
                  plans in which he participates pursuant to Section 6 of this
                  Agreement or otherwise.

                  c.   Disability.

                  i.   The Board or Executive may terminate Executive's
                       employment after having determined Executive has a
                       Disability. For purposes of this Agreement, "Disability"
                       means a physical or mental infirmity that impairs
                       Executive's ability to substantially perform his duties
                       under this Agreement and that results in Executive
                       becoming eligible for long-term disability benefits under
                       any long-term disability plans of the Bank (or, if there
                       are no such plans in effect, that impairs Executive's
                       ability to substantially perform his duties under this
                       Agreement for a period of one hundred eighty (180)
                       consecutive days). The Board shall determine whether or
                       not Executive is and continues to be permanently disabled
                       for purposes of this Agreement in good faith, based upon
                       competent medical advice and other factors that they
                       reasonably believe to be relevant. As a condition to any
                       benefits, the Board may require Executive to submit to
                       such physical or mental evaluations and tests as it deems
                       reasonably appropriate.

                  ii.  In the event of such  Disability,  Executive's
                       obligation to perform services under this Agreement will
                       terminate. The Bank will pay Executive, as Disability
                       pay, an amount equal to seventy-five (75) percent of
                       Executive's weekly rate of base salary in effect as of
                       the date of his termination of employment due to
                       Disability. Disability payments will be made on a monthly
                       basis and will commence on the first day of the month
                       following the effective date of Executive's termination
                       of employment for Disability and end on the earlier of:
                       (A) the date he returns to full-time employment at the
                       Bank in the same capacity as he was employed prior to his
                       termination for Disability; (B) his death; or (C) the
                       remaining term of the Agreement (if the Agreement had not
                       been earlier terminated by the Executive's Disability).
                       Such payments shall be reduced by the amount of any
                       short- or long-term disability benefits payable to the
                       Executive under any other disability programs sponsored
                       by the Bank. In addition, during any period of
                       Executive's Disability, Executive and his dependents
                       shall, to the greatest extent possible, continue to be
                       covered under all benefit plans (including, without
                       limitation, retirement plans and medical, dental and life
                       insurance plans) of the Bank, in which Executive
                       participated prior to his Disability on the same terms as
                       if Executive were actively employed by the Bank.


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         d.   Termination for Cause.
              ---------------------

         i.   The Board may, by written notice to the Executive in the form and
              manner specified in this paragraph, immediately terminate his
              employment at any time, for "Cause". The Executive shall have no
              right to receive compensation or other benefits for any period
              after termination for Cause except for vested benefits.
              Termination for "Cause" shall mean termination because of, in the
              good faith determination of the Board, Executive's:

                           (1)   Personal dishonesty;

                           (2)   Incompetence;

                           (3)   Willful misconduct;

                           (4)   Breach of fiduciary duty involving personal
                                 profit;

                           (5)   Intentional failure to perform duties under
                                 this Agreement;

                           (6)   Willful violation of any law, rule or
                                 regulation (other than traffic violations or
                                 similar offenses), any felony conviction, any
                                 violation of law involving moral turpitude, or
                                 any violation of a final cease-and-desist
                                 order; or

                           (7)   Material breach by Executive of any provision
                                 of this Agreement.

         ii.  Notwithstanding the foregoing, Executive shall not be deemed to
              have been terminated for Cause by the Bank unless there shall have
              been delivered to Executive a copy of a resolution duly adopted by
              the affirmative vote of a majority of the entire membership of the
              Board at a meeting of such Board called and held for the purpose
              (after reasonable notice to Executive), of finding that in the
              good faith opinion of the Board, Executive was guilty of the
              conduct described above and specifying the particulars thereof.

                  e.   Voluntary Termination by Executive. In addition to his
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                  other rights to terminate under this Agreement, Executive may
                  voluntarily terminate employment during the term of this
                  Agreement upon at least sixty (60) days prior written notice
                  to the President and CEO or Board, in which case Executive
                  shall receive only his compensation, vested rights and
                  employee benefits up to the date of his termination.



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                  f.   Without Cause or With Good Reason.
                       ---------------------------------

                              i.  In addition to termination pursuant to
                       Sections 11(a) through 11(e) the Board, may, by written
                       notice to Executive, immediately terminate his employment
                       at any time for a reason other than Cause (a termination
                       "Without Cause") and Executive may, by written notice to
                       the Board, immediately terminate this Agreement at any
                       time within ninety (90) days following an event
                       constituting "Good Reason" as defined below (a
                       termination "With Good Reason").

                              ii.  Subject to Section 12 of this Agreement,
                       in the event of termination under this Section 11(f),
                       Executive shall be entitled to receive a payment equal to
                       the base salary (determined by reference to the
                       Executive's base salary on the termination date) and
                       bonuses (determined by reference to the Executive's
                       average bonus over the three (3) years preceding his
                       termination date or such lesser period as he was employed
                       by the Bank) that would otherwise have been payable over
                       the remaining term of the Agreement. Such amount shall be
                       paid in one lump sum within ten (10) calendar days of
                       such termination. Also, in such event, Executive shall,
                       for the remaining term of the Agreement, receive the
                       benefits he would have received during the remaining term
                       of the Agreement under any retirement programs (whether
                       tax-qualified or non-qualified) in which Executive
                       participated prior to his termination (with the amount of
                       the benefits determined by reference to the benefits
                       received by the Executive or accrued on his behalf under
                       such programs during the twelve (12) months preceding his
                       termination) and continue to participate in any benefit
                       plans of the Bank that provide health (including medical
                       and dental), life, or similar coverage upon terms no less
                       favorable than the most favorable terms provided to
                       senior executives of the Bank during such period. In the
                       event that the Bank are unable to provide such coverage
                       by reason of Executive no longer being an employee, the
                       Bank shall provide Executive with comparable coverage on
                       an individual policy basis.

                               iii.  "Good Reason" shall exist if, without
                       Executive's express written consent, the Bank materially
                       breaches any of their respective obligations under this
                       Agreement. Without limitation, such a material breach
                       shall be deemed to occur upon any of the following:

                                     (1)   A material reduction in
                               Executive's responsibilities or authority in
                               connection with his employment with the Bank;

                                     (2)   Assignment to Executive of duties of
                               a non-executive nature or duties for which he is
                               not reasonably equipped by his skills and
                               experience;

                                     (3)   A reduction in salary or benefits
                               contrary to the terms of this Agreement, or,
                               following a Change in Control as defined in
                               Section 12 of this Agreement, any reduction in
                               salary or material reduction in benefits below
                               the amounts to which he was entitled prior to the
                               Change in Control;

                                     (4)  Termination of incentive and benefit
                               plans, programs or arrangements, or reduction of
                               Executive's participation to such an extent as to
                               materially reduce their aggregate value below
                               their aggregate value as of the Effective Date;
                               or


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                                     (5)   A requirement that Executive relocate
                               his principal business office or his principal
                               place of residence outside of the area consisting
                               of a twenty-five (25) mile radius from the
                               current central office of the Knoxville Region
                               and any branch of the Bank, or the assignment to
                               Executive of duties that would reasonably require
                               such a relocation; or

                               iv.   Notwithstanding the foregoing, a reduction
                       or elimination of Executive's benefits under one or more
                       benefit plans maintained by the Bank and/or the Company
                       as part of a good faith, overall reduction or elimination
                       of such plans or benefits thereunder applicably to all
                       participants in a manner that does not discriminate
                       against Executive (except as such discrimination may be
                       necessary to comply with law) shall not constitute an
                       event of Good Reason or a material breach of this
                       Agreement, provided that benefits of the type or to the
                       general extent as those offered under such plans prior to
                       such reduction or elimination are not available to other
                       officers of the Bank or any company that controls either
                       of them under a plan or plans in or under which Executive
                       is not entitled to participate.

         12.      TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL.
                  --------------------------------------------------

                  a.       For purposes of this Agreement, a "Change in Control"
                  shall be deemed to occur on the earliest of:

                  (i)      Merger: The Company merges into or consolidates with
                           ------
                           another corporation, or merges another corporation
                           into the Company, and as a result less than a
                           majority of the combined voting power of the
                           resulting corporation immediately after the merger or
                           consolidation is held by persons who were
                           stockholders of the Company immediately before the
                           merger or consolidation;

                  (ii)     Acquisition of  Significant  Share  Ownership:  a
                           ---------------------------------------------
                           report on Schedule 13D or another form or schedule
                           (other than Schedule 13G) is filed or is required to
                           be filed under Sections 13(d) or 14(d) of the
                           Securities Exchange Act of 1934, if the schedule
                           discloses that the filing person or persons acting in
                           concert has or have become the beneficial owner of
                           25% or more of a class of the Company's voting
                           securities, but this clause (ii) shall not apply to
                           beneficial ownership of Company voting shares held in
                           a fiduciary capacity by an entity of which the
                           Company directly or indirectly beneficially owns 50%
                           or more of its outstanding voting securities;

                  (iii)    Change in Board  Composition:  during any period of
                           ----------------------------
                           two consecutive years, individuals who constitute the
                           Company's Board of Directors at the beginning of the
                           two-year period cease for any reason to constitute at
                           least a majority of the Company's Board of Directors;
                           provided, however, that for purposes of this clause
                           (iii) each director who is first elected by the board
                           (or first nominated by the board for election by
                           stockholders) by a vote of at least two-thirds of the
                           directors who were directors at the beginning of the
                           period shall be deemed to have been a director at the
                           beginning of the two-year period; or

                  (iv)     Sale of Assets: Company sells to a third party all or
                           --------------
                           substantially all of the Company's assets.

<PAGE> 8


                  b.   Termination. If within the period ending two years after
                       -----------
                  a Change in Control, (i) the Bank shall terminate the
                  Executive's employment Without Cause, or (ii) Executive
                  voluntarily terminates his employment With Good Reason, the
                  Bank shall, within ten calendar days of the termination of
                  Executive's employment, make a lump-sum cash payment to him
                  equal to 2.99 times the Executive's average Annual
                  Compensation over the five (5) most recently completed
                  calendar years ending with the year immediately preceding the
                  effective date of the Change in Control (or such lesser number
                  of completed calendar years as the Executive has been employed
                  by the Bank). In determining Executive's average Annual
                  Compensation, Annual Compensation shall include base salary
                  and any other taxable income, including but not limited to
                  amounts related to the granting, vesting or exercise of
                  restricted stock or stock option awards, commissions, bonuses
                  (whether paid or accrued for the applicable period), as well
                  as, retirement benefits, director or committee fees and fringe
                  benefits paid or to be paid to Executive or paid for
                  Executive's benefit during any such year, profit sharing,
                  employee stock ownership plan and other retirement
                  contributions or benefits, including to any tax-qualified plan
                  or arrangement (whether or not taxable) made or accrued on
                  behalf of Executive of such year. The cash payment made under
                  this Section 12(b) shall be made in lieu of any payment also
                  required under Section 11(f) of this Agreement because of a
                  termination in such period. Executive's rights under Section
                  11(f) are not otherwise affected by this Section 12. Also, in
                  such event, the Executive shall, for a thirty-six (36) month
                  period following his termination of employment, receive the
                  benefits he would have received over such period under any
                  retirement programs (whether tax-qualified or nonqualified) in
                  which the Executive participated prior to his termination
                  (with the amount of the benefits determined by reference to
                  the benefits received by the Executive or accrued on his
                  behalf under such programs during the twelve (12) months
                  preceding the Change in Control) and continue to participate
                  in any benefit plans of the Bank that provide health
                  (including medical and dental), life, or similar coverage upon
                  terms no less favorable than the most favorable terms provided
                  to senior executives during such period. In the event that the
                  Bank are unable to provide such coverage by reason of the
                  Executive no longer being an employee, the Bank shall provide
                  the Executive with comparable coverage on an individual
                  policy.

                  c.   The provisions of Sections 12 and Sections 14 through 25,
                  including the defined terms used is such sections, shall
                  continue in effect until the later of the expiration of this
                  Agreement or two years following a Change in Control.

         13.      INDEMNIFICATION AND LIABILITY INSURANCE.
                  ---------------------------------------

                  a.   Indemnification. The Bank agrees to indemnify Executive
                  (and his heirs, executors, and administrators), and to advance
                  expenses related thereto, to the fullest extent permitted
                  under applicable law and regulations against any and all
                  expenses and liabilities reasonably incurred by him in
                  connection with or arising out of any action, suit, or
                  proceeding in which he may be involved by reason of his having
                  been a director or executive of the Bank or any of their
                  subsidiaries (whether or not he continues to be a director or
                  executive at the time of incurring any such expenses or
                  liabilities) such expenses and liabilities to include, but not
                  be limited to, judgments, court costs, and attorneys' fees and
                  the cost of reasonable settlements, such settlements to be
                  approved by the Board, if such action is brought against
                  Executive in his capacity as an executive or director of the
                  Bank or any of their subsidiaries. Indemnification for expense
                  shall not extend to matters for which the Executive has been
                  terminated for Cause. Nothing contained herein shall be deemed
                  to provide indemnification prohibited by applicable law or
                  regulation. Notwithstanding anything herein to the contrary,
                  the obligations of this Section 13 shall survive the term of
                  this Agreement by a period of six (6) years.

<PAGE> 9


                  b. Insurance. During the period in which indemnification of
                     ---------
                  Executive is required under this Section, the Company and the
                  Bank shall provide the Executive (and his heirs, executors,
                  and administrators) with coverage under a directors' and
                  Executives' liability policy at the expense of the Bank, at
                  least equivalent to such coverage provided to directors and
                  senior Executives of the Bank.

         14.  REIMBURSEMENT OF EXECUTIVE'S EXPENSES TO ENFORCE THIS AGREEMENT.
              ---------------------------------------------------------------
The Bank shall reimburse the Executive for all out-of-pocket expenses,
including, without limitation, reasonable attorneys' fees, incurred by the
Executive in connection with successful enforcement by the Executive of the
obligations of the Bank to the Executive under this Agreement. Successful
enforcement shall mean the grant of an award of money or the requirement that
the Bank take some action specified by this Agreement (i) as a result of court
order; or (ii) otherwise by the Bank following an initial failure of and the
Bank to pay such money or take such action promptly after written demand
therefor from the Executive stating the reason that such money or action was due
under this Agreement at or prior to the time of such demand.

         15. LIMITATION OF BENEFITS UNDER CERTAIN CIRCUMSTANCES. If the payments
             --------------------------------------------------
and benefits pursuant to Section 12 of this Agreement, either alone or together
with other payments and benefits which the Executive has the right to receive
from the Bank, would constitute a "parachute payment" under Section 280G of the
Code, the payments and benefits pursuant to Section 12 shall be reduced or
revised, in the manner determined by the Executive, by the amount, if any, which
is the minimum necessary to result in no portion of the payments and benefits
under Section 12 being non-deductible to the Bank pursuant to Section 280G of
the Code and subject to the excise tax imposed under Section 4999 of the Code.
The determination of any reduction in the payments and benefits to be made
pursuant to Section 12 shall be based upon the opinion of the Bank's independent
public accountants and paid for by the Bank. In the event that the Bank and/or
the Executive do not agree with the opinion of such counsel, (i) the Bank shall
pay to the Executive the maximum amount of payments and benefits pursuant to
Section 12, as selected by the Executive, which opinion indicates there is a
high probability of such payments and benefits being non-deductible to the Bank
and subject to the imposition of the excise tax imposed under Section 4999 of
the Code and (ii) the Bank may request, and the Executive shall have the right
to demand that they request, a ruling from the IRS as to whether the disputed
payments and benefits pursuant to Section 12 have such consequences. Any such
request for a ruling from the IRS shall be promptly prepared and filed by the
Bank, but in no event later than thirty (30) days from the date of the opinion
of counsel referred to above, and shall be subject to the Executive's approval
prior to filing, which shall not be unreasonably withheld. The Bank and the
Executive agree to be bound by any ruling received from the IRS and to make
appropriate payments to each other to reflect any such rulings, together with
interest at the applicable federal rate provided for in Section 7872(f)(2) of
the Code. Nothing contained herein shall result in a reduction of any payments
or benefits to which the Executive may be entitled upon termination of
employment other than pursuant to Section 12 hereof, or a reduction in the
payments and benefits specified in Section 12 below zero.

         16. INJUNCTIVE RELIEF. If there is a breach or threatened breach of
             -----------------
Section 10 of this Agreement, the parties agree that there is no adequate remedy
at law for such breach, and that the Bank shall be entitled to injunctive relief
restraining the Executive from such breach or threatened breach, but such relief
shall not be the exclusive remedy hereunder for such breach. The parties hereto
likewise agree that the Executive, without limitation, shall be entitled to
injunctive relief to enforce the obligations of the Bank under this Agreement.


<PAGE> 10


         17.     SUCCESSORS AND ASSIGNS.
                 ----------------------

                  a. This Agreement shall inure to the benefit of and be binding
                  upon any corporate or other successor of the Company and the
                  Bank which shall acquire, directly or indirectly, by merger,
                  consolidation, purchase or otherwise, all or substantially all
                  of the assets or stock of the Company and the Bank.

                  b. Since the Bank are contracting for the unique and personal
                  skills of Executive, Executive shall be precluded from
                  assigning or delegating his rights or duties hereunder without
                  first obtaining the written consent of the Company and the
                  Bank.

         18. NOTICES. All notices, requests, demands and other communications in
             -------
connection with this Agreement shall be made in writing and shall be deemed to
have been given when delivered by hand or 48 hours after mailing at any general
or branch United States Post Office, by registered or certified mail, postage
prepaid, addressed to the Bank at their principal business offices and to
Executive at his home address as maintained in the records of the Bank.

         19. NO PLAN CREATED BY THIS AGREEMENT. Executive and the Bank expressly
             ---------------------------------
declare and agree that this Agreement was negotiated among them and that no
provision or provisions of this Agreement are intended to, or shall be deemed
to, create any plan for purposes of the Employee Retirement Income Security Act
or any other law or regulation, and each party expressly waives any right to
assert the contrary. Any assertion in any judicial or administrative filing,
hearing, or process that such a plan was so created by this Agreement shall be
deemed a material breach of this Agreement by the party making such an
assertion.

         20. AMENDMENTS. No amendments or additions to this Agreement shall be
             ----------
binding unless made in writing and signed by all of the parties, except as
herein otherwise specifically provided.

         21. APPLICABLE LAW. Except to the extent preempted by Federal law, the
             --------------
laws of the State of Tennessee shall govern this Agreement in all respects,
whether as to its validity, construction, capacity, performance or otherwise.

         22. SEVERABILITY. The provisions of this Agreement shall be deemed
             ------------
severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.

         23. HEADINGS. Headings contained herein are for convenience of
             --------
reference only.

         24. ENTIRE AGREEMENT. This Agreement, together with any understanding
             ----------------
or modifications thereof as agreed to in writing by the parties, shall
constitute the entire agreement among the parties hereto with respect to the
subject matter hereof, other than written agreements with respect to specific
plans, programs or arrangements described in Sections 5 and 6.

         25. REQUIRED PROVISIONS. In the event any of the provisions of this
             -------------------
Section 25 are in conflict with the terms of this Agreement, this Section 25
shall prevail.

                  a.  The Bank may terminate Executive's employment at any time,
                  but any termination by the Bank, other than Termination for
                  Cause, shall not prejudice Executive's right to compensation
                  or other benefits under this Agreement. Executive shall not
                  have the right to receive compensation or other benefits for
                  any period after Termination for Cause as defined in Section 7
                  hereinabove.

                  b. If Executive is suspended from office and/or temporarily
                  prohibited from participating in the conduct of the Bank's
                  affairs by a notice served under Section 8(e)(3) or 8(g)(1) of

<PAGE> 11


                  the Federal Deposit Insurance Act, 12 U.S.C. ss.1818(e)(3) or
                  (g)(1); the Bank's obligations under this contract shall be
                  suspended as of the date of service, unless stayed by
                  appropriate proceedings. If the charges in the notice are
                  dismissed, the Bank may in its discretion: (i) pay Executive
                  all or part of the compensation withheld while their contract
                  obligations were suspended; and (ii) reinstate (in whole or in
                  part) any of the obligations which were suspended.

                  c.  If Executive is removed and/or permanently prohibited from
                  participating in the conduct of the Bank's affairs by an order
                  issued under Section 8(e)(4) or 8(g)(1) of the Federal Deposit
                  Insurance Act, 12 U.S.C. ss.1818(e)(4) or (g)(1), all
                  obligations of the Bank under this contract shall terminate as
                  of the effective date of the order, but vested rights of the
                  contracting parties shall not be affected.

                  d.  If the Bank is in default as defined in Section 3(x)(1) of
                  the Federal Deposit Insurance Act, 12 U.S.C. ss.1813(x)(1) all
                  obligations of the Bank under this contract shall terminate as
                  of the date of default, but this paragraph shall not affect
                  any vested rights of the contracting parties.

                  e.  All  obligations  of the Bank under this contract shall be
                  terminated, except to the extent determined that continuation
                  of the contract is necessary for the continued operation of
                  the institution: (i) by the Director of the OTS (or his
                  designee), the FDIC or the Resolution Trust Corporation, at
                  the time the FDIC enters into an agreement to provide
                  assistance to or on behalf of the Bank under the authority
                  contained in Section 13(c) of the Federal Deposit Insurance
                  Act, 12 U.S.C. ss.1823(c); or (ii) by the Director of the OTS
                  (or his designee) at the time the Director (or his designee)
                  approves a supervisory merger to resolve problems related to
                  the operations of the Bank or when the Bank is determined by
                  the Director to be in an unsafe or unsound condition. Any
                  rights of the parties that have already vested, however, shall
                  not be affected by such action.

                  f.  Any payments made to Executive pursuant to this Agreement,
                  or otherwise, are subject to and conditioned upon compliance
                  with 12 U.S.C. ss.1828(k) and 12 C.F.R. Section 545.121 and
                  any rules and regulations promulgated thereunder.


<PAGE> 12



         IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first set forth above.

Attest:                                      JEFFERSON FEDERAL BANK


/s/ Martha Grundman                          By: /s/ Anderson L. Smith
----------------------------                     -------------------------------
                                                 President and CEO


Witness:                                     EXECUTIVE

 /s/ Loretta S. Bryant                       /s/ Charles G. Robinette
----------------------------                 -----------------------------------
                                             Charles G. Robinette