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                                                                     Exhibit 4.1

COMMON STOCK                                             COMMON STOCK
PAR VALUE $.01                               SEE REVERSE FOR CERTAIN DEFINITIONS
                                                             CUSIP


                           JEFFERSON BANCSHARES, INC.

              INCORPORATED UNDER THE LAWS OF THE STATE OF TENNESSEE

THIS CERTIFIES THAT

                                 S P E C I M E N

is the owner of:

 FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $.01 PAR VALUE PER SHARE,
                         OF JEFFERSON BANCSHARES, INC.


The shares represented by this certificate are transferable only on the stock
transfer books of the Corporation by the holder of record hereof, or by his duly
authorized attorney or legal representative, upon the surrender of this
certificate properly endorsed. This certificate and the shares represented
hereby are issued and shall be held subject to all the provisions of the Charter
of the Corporation and any amendments thereto (copies of which are on file with
the Transfer Agent), to all of which provisions the holder by acceptance hereof,
assents.

        This certificate is not valid unless countersigned and registered by the
Transfer Agent and Registrar. The shares represented by this Certificate are not
insured by the Federal Deposit Insurance Corporation or any other government
agency.

                  IN WITNESS THEREOF, Jefferson Bancshares, Inc. has caused this
certificate to be executed by the facsimile signatures of its duly authorized
officers and has caused a facsimile of its corporate seal to be hereunto
affixed.

Dated:                                               [SEAL]

                             President                                 Secretary

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                           Jefferson Bancshares, Inc.

         The shares represented by this certificate are subject to a limitation
contained in the Charter to the effect that in no event shall any record owner
of any outstanding common stock which is beneficially owned, directly or
indirectly, by a person who beneficially owns in excess of 10% of the
outstanding shares of common stock (the "Limit") be entitled or permitted to any
vote in respect of shares held in excess of the Limit.

         The Board of Directors of the Corporation is authorized by
resolution(s), from time to time adopted, to provide for the issuance of serial
preferred stock in series and to fix and state the voting powers, designations,
preferences and relative, participating, optional, or other special rights of
the shares of each such series and the qualifications, limitations and
restrictions thereof. The Corporation will furnish to any shareholder upon
request and without charge a full description of each class of stock and any
series thereof.

         The shares represented by this certificate may not be cumulatively
voted on any matter. The affirmative vote of the holders of at least 80% of the
voting stock of the Corporation, voting together as a single class, shall be
required to approve certain business combinations and other transactions,
pursuant to the Charter or to amend certain provisions of the Charter.

The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<S>                                                              <C>
TEN COM - as tenants in common                                   UNIF GIFTS MIN ACT - __________ custodian __________
                                                                                        (Cust)               (Minor)

TEN ENT - as tenants by the entireties                                              under Uniform Gifts to Minors Act
                                                                                          _______________________
                                                                                                   (State)
JT TEN - as joint tenants with right
         of survivorship and not as
         tenants in common
</TABLE>

     Additional abbreviations may also be used though not in the above list.

For value received, __________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
 IDENTIFICATION NUMBER OF ASSIGNEE

________________________________________________________________________________
Please print or typewrite name and address including postal zip code of assignee

_______________________________________________ shares of the common stock
represented by the within Certificate, and do hereby irrevocably constitute and
appoint_________________________________________________________________________
Attorney to transfer the said stock on the books of the within-named Corporation
with full power of substitution in the premises.

<TABLE>
<S>                                               <C>
DATED ________________________                    _____________________________________________________
                                                  NOTICE:  THE SIGNATURE TO THIS ASSIGNMENT MUST
                                                  CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF
                                                  THE CERTIFICATE IN EVERY PARTICULAR WITHOUT
                                                  ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
</TABLE>

SIGNATURE GUARANTEED: ___________________________________________________
                      THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
                      GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS
                      AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
                      MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
                      MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15