Jefferson Savings Bancorp Inc Watch

from 10-Q 1 page Material contract

from 10-K ~5 pages Material contract

from 10-K ~10 pages Material contract

from 10-K 1 page <page> Jefferson Savings Bancorp, Inc 1999 Executive and Senior Officer's Incentive Bonus Plan Eligibility for Incentive Bonus Program: 1. David McCay, Cob & CEO, 60% of Base Salary if 100% of the EPS Objective Is Achieved. 2. Joe Williams, President & COO, 50% of Base Salary if 100% of the EPS Objective Is Achieved. 3. Senior Vice Presidents, Division Heads, 40% of Base Salary if 100% of the EPS Objective Is Achieved. 4. Other Senior Vice Presidents 30% of Base Salary if 100% of the EPS Objective Is Achieved. 5. Vice Presidents Not Receiving Commissions or Overrides, 20% of Base Salary if 100% of the EPS Objective Is Achieved. 6. EPS Objective Determined Annually by the Board of Directors at the Recommendation of the Outside Directors of the Employee Compensation and Benefits Committee 7. All Eligible Incentive Bonus Participants Must Be Employed When the Annual Bonus Is Paid 8. Eligible Participants in the Incentive Bonus Program Must Have Completed One Full Year of Employment to Receive the Maximum Bonus Consideration 9. Those Eligible Participants, Without One Full Year of Service, That Are Hired Between January 1/St/ and June 30/Th/ Are Eligible for 50% of the Maximum Bonus Consideration 10. No Consideration Will Be Given for the Payment of an Incentive Bonus Unless, at Least 90% of the EPS Objective Is Achieved 11. Annual Incentive Bonuses Will Be Considered for Payment After the Company's Outside Auditors Have Signed Off on the Company's Annual EPS 12. EPS Targets Are Net of All Expenses Including Bonus Accruals and Are Rounded to the Nearest Cent. <page> Payment Scale: Total % of Achieved of Target EPS Target Bonus 150% 200% 140% 160% 130% 140% 120% 125% 110% 115% 100% 100% 95% 50% 90% 40%

from 10-Q 1 page <page> Jefferson Savings Bancorp, Inc. Incentive Bonus Program Eligibility for Incentive Bonus Program: 1. David McCay, Cob & CEO, 60% of Base Salary if 100% of the EPS Objective Is Achieved. 2. Joe Williams, President & COO, 50% of Base Salary if 100% of the EPS Objective Is Achieved. 3. Senior Vice Presidents, Division Heads, 40% of Base Salary if 100% of the EPS Objective Is Achieved. 4. Other Senior Vice Presidents 30% of Base Salary if 100% of the EPS Objective Is Achieved. 5. Vice Presidents Not Receiving Commissions or Overrides, 20% of Base Salary if 100% of the EPS Objective Is Achieved. 6. EPS Objective Determined Annually by the Board of Directors at the Recommendation of the Outside Directors of the Employee Compensation and Benefits Committee. 7. All Eligible Incentive Bonus Participants Must Be Employed When the Annual Bonus Is Paid. 8. Eligible Participants in the Incentive Bonus Program Must Have Completed One Full Year of Employment to Receive the Maximum Bonus Consideration. 9. Those Eligible Participants, Without One Full Year of Service, That Are Hired Between January 1 and June 30 Are Eligible for 50% of the Maximum Bonus Consideration. 10. No Consideration Will Be Given for the Payment of an Incentive Bonus Unless, at Least, 90% of the EPS Objective Is Achieved. 11. Annual Incentive Bonuses Will Be Considered for Payment After the Company's Outside Auditors Have Signed Off on the Company's Annual EPS. 12. EPS Targets Are Net of All Expenses Including Bonus Accruals and Are Rounded to the Nearest Cent. <page> <page> Payment Scale: Total % of Achieved of Target EPS Target Bonus 150% 200% 140% 160% 130% 140% 120% 125% 110% 115% 100% 100% 95% 50% 90% 40%

from 10-Q ~20 pages Material contract

from 10-Q ~10 pages Material contract

from 10-K/A ~5 pages Material contract

from 10-Q ~10 pages Material contract

from 10-Q 1 page <page> Amendment No. 2 to Jefferson Savings Bancorp, Inc. 1993 Stock Option and Incentive Plan Whereas, Jefferson Savings Bancorp, Inc., a Corporation Organized Under the Laws of the State of Missouri (Hereinafter Called "The Corporation"), Maintains the Jefferson Savings Bancorp, Inc. Stock Option and Incentive Plan (Hereinafter Called "Plan"); and Whereas, the Corporation Desires to Amend Said Plan Effective as of May 20, 1998; Now, Therefore, the Corporation Does Hereby Amend the Plan Effective as of May 20, 1998, So That It Will Read as Follows: I. Section 14 of the Plan Is Hereby Deleted in Its Entirety and the Following Is Substituted in Lieu Thereof: "14. Non-Transferability of Awards Awards May Not Be Sold, Pledged, Assigned, Hypothecated, Transferred or Disposed of in Any Manner Other Than by Will or by the Laws of Descent and Distribution, or (In the Case of Non-Isos), Pursuant to the Terms of a "Qualified Domestic Relations Order" (Within the Meaning of Section 414(p) of the Code and the Regulations and Rulings Thereunder); Provided, However, That the Committee May Grant Non-Isos That Are Transferable, Without Payment of Consideration, to (I) Revocable Trusts for the Benefit of Immediate Family Members Which Qualify as Grantor Trusts for Federal Income Tax Purposes, (II) to Immediate Family Members, and (III) to Partnerships Whose Only Partners Are Immediate Family Members. the Transferee of a Transferable Non-Iso Is Subject to All Conditions Applicable to the Transferable Non-Iso Prior to Its Transfer." <page> <page> in Witness Whereof, the Corporation Has Caused This Amendment No.2 to Be Executed by Its Duly Authorized Officer This 20th Day of May, 1998. Jefferson Savings Bancorp, Inc. By: /S/ David V. McCay President

from 10-Q 1 page Material contract

from 10-Q ~5 pages Material contract

from 10-K ~5 pages Supervisory Agreement