Exhibit 99.4

Jefferson Bancshares, MHC REVOCABLE PROXY

PLEASE DETACH, MARK, SIGN, DATE AND PROMPTLY RETURN THIS PROXY CARD USING
THE ENCLOSED POSTAGE PRE-PAID ENVELOPE.
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Jefferson Bancshares, Inc.
Stock Information Center
120 Evans Avenue
Morristown, TN 37814-4709
(xxx) xxx-xxxx
Stock Order Form
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Deadline: The Subscription Offering ends at 12:00 Noon, Eastern time, on Xxx
xx, 2003. Your original Stock Order and Certification Form, properly executed
and with the correct payment, must be received (not postmarked) at the address
on the top of this form, or at any Jefferson Federal Savings and Loan
Association branch, by the deadline, or it will be considered void. Faxes or
copies of this form will not be accepted.
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(1) Number of Shares Price Per Share (2) Total Amount Due
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x $10.00 = $
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The minimum purchase is 25 shares. No person may purchase more than 50,000
shares, and no person together with his or her associates or group of persons
acting in concert may purchase more than 75,000 shares. Current shareholders,
either alone or together with associates or persons acting in concert, may not
purchase shares in an amount that when combined with shares received in
exchange for currently outstanding shares of common stock of Jefferson
Bancshares, Inc., that exceed 2% of the shares issued in the conversion.
See the Prospectus and the Stock Order Form Instructions.
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Method of Payment
(3) [_] Enclosed is a check, bank draft or money order payable to Jefferson
Bancshares, Inc., Inc. for $______________.

(4) [_] I authorize Jefferson Federal Savings and Loan Association to make
withdrawals from my certificate or savings account(s) shown below, and
understand that the amounts will not otherwise be available for
withdrawal:

Account Number(s) Amount(s)
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Total Withdrawal
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There is NO penalty for early withdrawal.
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(5) Purchaser Information

a [_] Eligible Account Holder - Check here if you were a depositor with at
least $50 on deposit with Jefferson FS&LA as of December 31, 2001.
Enter information in Section 8 for all deposit accounts that you had
at Jefferson FS&LA on December 31, 2001.

b. [_] Supplemental Eligible Account Holder - Check here if you were a
depositor with at least $50 on deposit with Jefferson FS&LA as of
____________ but are not an Eligible Account Holder. Enter information
in Section 8 for all deposit accounts that you had at Jefferson FS&LA
on ____________.

c. [_] Other Member - Check here if you were a depositor of Jefferson FS&LA
as of ___________ or a borrower of Jefferson FS&LA as of _____________
and your borrowings remained outstanding as of _____________ , but are
not an Eligible or a Supplemental Eligible Account Holder. Enter
information in Section 8 for all accounts that you had at Jefferson
FS&LA on _____________.

d. [_] Current Stockholder - Check here if you are a current stockholder of
Jefferson Bancshares, MHC as of ___________ and list the number of
shares you own. __________________ shares

e. [_] Local Community - Actual persons residing in Cocke, Grainger, Greene,
Hamblen, Hawkins, Jefferson, Knox or Sevier County, TN

f. [_] General Community - Check here if none of the above apply.
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(6) [_] Check here if you are a director, officer or employee of Jefferson
Federal Savings and Loan Association or a member of such person's
immediate family (same household).
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(7) [_] NASD Affiliation - see description on reverse side of this form.
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(8) Please review the preprinted account information listed below. The
accounts printed below may not be all of your qualifying accounts or even
your accounts as of the earliest of the three dates if you have changed
names on the accounts. You should list any other accounts that you may
have or had with Jefferson Federal Savings and Loan Association in the box
below. SEE THE STOCK ORDER FORM INSTRUCTIONS SHEET FOR FURTHER
INFORMATION. All subscription orders are subject to the provisions of Plan
of Conversion and Agreement and Plan of Reorganization (the "Plan
Conversion").
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Additional Qualifying Accounts

Account Title (Names on Accounts) Account Number
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Please Note: Failure to list all of your accounts may result in the loss of
part or all of your subscription rights (additional space on back of form).
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(9) Stock Registration - Please Print Legibly and Fill Out Completely
(Note: The stock certificate and all correspondence related to this stock
order will be mailed to the address provided below)

[_] Individual [_] Uniform Transfer to Minors Act [_] Partnership
[_] Joint Tenants [_] Uniform Gift to Minors Act [_] Individual Retirement Account
[_] Tenants in Common [_] Corporation [_] Fiduciary/Trust (Under Agreement Dated _____________)

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Name Social Security or Tax I.D.
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Name Social Security or Tax I.D.
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Mailing Daytime
Address Telephone
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Zip Evening
City State Code Country Telephone
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Acknowledgment By signing below, I acknowledge receipt of the Prospectus dated
Xxxxxx xx, 2003 and understand I may not change or revoke my order once it is
received by Jefferson Bancshares, Inc. Federal regulations prohibit any
persons from transferring, or entering into any agreement directly or
indirectly to transfer, the legal or beneficial ownership of subscription
rights or the underlying securities to the account of another person. Under
penalty of perjury, I certify that I am purchasing shares solely for my
account and that there is no agreement or understanding regarding the sale or
transfer of such shares, or my right to subscribe for shares. Jefferson
Bancshares, Inc. will pursue any and all legal and equitable remedies in the
event it becomes aware of the transfer of subscription rights and will not
honor orders known by it to involve such transfer. Under penalties of perjury,
I further certify that: (1) the social security number or taxpayer
identification number given above is correct and (2) I am not subject to
backup withholding. You must cross out item (2) in this acknowledgement if you
have been notified by the Internal Revenue Service that you are subject to
backup withholding because of under-reporting interest or dividends on your
tax return. By signing below, I also acknowledge that I have not waived any
rights under the Securities Act of 1933 and the Securities Exchange Act of
1934, both as amended.

Signature: THIS FORM MUST BE SIGNED AND DATED BELOW AND ON THE BACK OF THIS
FORM. This order is not valid if the Stock Order and Certification Form are
not both signed and properly completed. Your order will be filled in
accordance with the provisions of the Plan of Conversion as described in the
Prospectus. An additional signature is required only if payment is by
withdrawal from an account that requires more than one signature to withdraw
funds.

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Signature Date

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Office Use Only Check # _______________ _______________

Date Rec'd _______/_______ Ck. Amt. _______________ _______________

Batch # __________ - Order # ______________________ Category _____________
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Jefferson Bancshares, Inc.
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Item (7) continued - NASD Affiliation (this section only applies to those
individuals who meet the delineated criteria)

Check the box if you are a member of the National Association of Securities
Dealers, Inc. ("NASD"), a person associated with an NASD a member, a member of
the immediate family of any such person to whose support such person
contributes, directly or indirectly, or the holder of an account in which an
NASD member or person associated with an NASD has a beneficial interest. To
comply with conditions under which an exemption from the NASD's Interpretation
With Respect to Free-Riding and Withholding is available, you agree, if you have
checked the NASD affiliation box: (1) not to sell, transfer or hypothecate the
stock for a period of three months following the issuance and (2) to report
this subscription in writing to the applicable NASD member within one day of the
payment therefor.
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Item (8) continued; Purchaser Information

Account Title (Names on Accounts) Account Number
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CERTIFICATION FORM

(This Certification Must Be Signed In Addition to the Stock Order Form On
Reverse Side)

I ACKNOWLEDGE THAT THE SHARES OF COMMON STOCK, $0.01 PAR VALUE, OF
JEFFERSON BANCSHARES, INC. ARE NOT A DEPOSIT OR AN ACCOUNT AND ARE NOT
FEDERALLY INSURED, AND ARE NOT GUARANTEED BY JEFFERSON FEDERAL SAVINGS AND
LOAN ASSOCIATION OR BY THE FEDERAL GOVERNMENT.

If anyone asserts that the shares of common stock are federally insured
or guaranteed, or are as safe as an insured deposit, I should call the
Office of Thrift Supervision Regional Director, Frederick R Casteel at
(972)-277-9500.

I further certify that, before purchasing the shares of common stock of
Jefferson Bancshares, Inc., I received a copy of the Prospectus dated
______________ xx. The prospectus that I received contains disclosure
concerning the common stock of Jefferson Bancshare, Inc. and describes the
risks involved in the investment, including the "Risk Factors" beginning
on page XX of the Prospectus:

1. Our loan portfolio possesses increased risk due to our subprime
lending
2. A downturn in the local economy could hurt our profits
3. Rising interest rates may hurt our profits
4. We expect that our return on equity initially will decline after the
conversion
5. Strong competition within our market area could hurt our profits and
slow growth
6. Our commercial real estate and multi-family loans expose us to
increased lending risks
7. Implementation of new benefit plans will increase our future
compensation expense which will reduce our profitability and
stockholders' equity
8. Issuance of shares for benefit programs may dilute your ownership
interest
9. Expected voting control by management and employees may prevent
shareholders from taking actions opposed by management
10. The contribution to the Jefferson Federal Charitable Foundation
means that a shareholder's total ownership interest will be up to
7.2% less after the contribution
11. The contribution to the Jefferson Federal Charitable Foundation may
decrease the number of shares issued in exchange for shares of
Jefferson Federal
12. Our contribution to the Jefferson Federal Charitable Foundation may
not be tax deductible, which could hurt our profits
13. Establishment of Jefferson Federal Charitable Foundation will hurt
our profits for the fiscal year 2004
14. Failure to approve the Jefferson Federal Foundation may materially
affect the pro forma market value of Jefferson Bancshares
15. Loss of our President and Chief Executive Officer could hurt our
operations
16. Various factors could make takeover attempts more difficult to
achieve
17. Our stock price may decline when trading commences
18. There is a decrease in the rights of shareholders under our
Tennessee charter and bylaws.
19. We operate in a highly regulated environment and we may be adversely
affected by changes in laws and regulations.
20. We have broad discretion in allocating the proceeds of the offering.
Our failure to effectively utilize such proceeds could reduce our
profitability.
21. We may not succeed in our plan to grow.
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Signature Date Signature Date

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(Note: If shares are to be held jointly, both parties must sign)

EXECUTION OF THIS CERTIFICATION FORM WILL NOT CONSTITUTE A WAIVER OF ANY RIGHTS
THAT A PURCHASER MAY HAVE UNDER THE SECURITIES ACT OF 1933 AND THE SECURITIES
EXCHANGE ACT OF 1934, BOTH AS AMENDED. THE SHARES OF COMMON STOCK BEING OFFERED
ARE NOT SAVINGS ACCOUNTS OR DEPOSITS AND ARE NOT INSURED OR GUARANTEED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.

Jefferson Bancshares, Inc. Stock Order Form Instructions

All subscription orders are subject to the provisions of the Plan of Conversion.

Items 1 and 2 - Fill in the number of shares that you wish to purchase and the
total payment due. The amount due is determined by multiplying the number of
shares ordered by the subscription price of $10.00 per share. The minimum
purchase is 25 shares. No person may purchase more than 50,000 shares, and no
person together with his or her associates or group of persons acting in concert
may purchase more than 75,000 shares. Current shareholders, either alone or
together with associates or persons acting in concert, may not purchase shares
in an amount that when combined with shares received in exchange for currently
outstanding shares of common stock of Jefferson Bancshares, Inc., that exceed 2%
of the shares issued in the conversion. For additional information, please see
"The Conversion - Limitations on Common Stock Purchases" in the Prospectus,
which is incorporated herein by reference. Jefferson Bancshares, Inc. reserves
the right to reject the subscription of any order received in the Community
Offering, if any, in whole or in part.

Item 3 - Payment for shares may be made in cash (only if delivered by you in
person), by check, bank draft or money order payable to Jefferson Bancshares,
Inc. DO NOT MAIL CASH. Your funds will earn interest at Jefferson Federal
Savings and Loan Association's current passbook savings rate.

Item 4 - To pay by withdrawal from a savings account or certificate at Jefferson
Federal Savings and Loan Association, insert the account number(s) and the
amount(s) you wish to withdraw from each account. If more than one signature is
required to withdraw, each must sign in the signature box on the front of this
form. To withdraw from an account with checking privileges, please write a
check. Jefferson Federal Savings and Loan Association will waive any applicable
penalties for early withdrawal from certificate accounts. A hold will be placed
on the account(s) for the amount(s) you show. Payments will remain in account(s)
until the stock offering closes. If the remaining balance in a certificate
account is reduced below the applicable minimum balance requirement at the time
that the funds actually are transferred under the authorization, the certificate
will be canceled at the time of the withdrawal, without penalty, and the
remaining balance will earn interest at the passbook rate subsequent to the
withdrawal.

Item 5 - Please check the appropriate box if you were:

a) A depositor with $50.00 or more on deposit at Jefferson Federal Savings
and Loan Association as of December 31, 2001. Enter information in
Section 8 for all deposit accounts that you had at Jefferson Federal
Savings and Loan Association on December 31, 2001.

b) A depositor with $50.00 or more on deposit at Jefferson Federal Savings
and Loan Association as of March 31, 2003, but are not an Eligible
Account Holder. Enter information in Section 8 for all deposit accounts
that you had at Jefferson Federal Savings and Loan Association on March
31, 2003.

c) A depositor at Jefferson Federal Savings and Loan Association as of
Xxxxxxxx xx, 2003 or a borrower of Jefferson Federal Savings and Loan
Association as of May 13, 1994 and your borrowings remained outstanding
as of Xxxxxxx xx, 2003 but are not an Eligible Account Holder or
Supplemental Eligible Account. Enter information in Section 8 for all
deposit accounts that you had at Jefferson Federal Savings and Loan
Association on Xxxxxxxx xx, 2003.

d) Current Stockholder of Jefferson Bancshares, Inc. as of Xxxxxx xx, 2003.
Enter the number of shares you own as of Xxxxxxx xx, 2003 in the blank
space.

e) Local Community - natural persons residing in the Tennessee Counties of
Cocke, Grainger, Greene, Hamblen, Hawkins, Jefferson, Knox or Sevier
County.

f) General Community.

Item 6 - Please check this box to indicate whether you are a director, officer
or employee of Jefferson Federal Savings and Loan Association or a member of
such person's immediate family.

Item 7 - Please check this box if you have a National Association of Securities
Dealers, Inc. ("NASD") affiliation (as defined on the reverse side of the Stock
Order Form.)

Item 8 - Please review the preprinted qualifying account number(s) information.
The account number(s) listed may not be all of your account number(s). You
should list any other qualifying accounts that you may have or had with
Jefferson Federal Savings and Loan Association in the box located under the
heading "Additional Qualifying Accounts". These may appear on other Stock Order
Forms you have received. For example, if you are ordering stock in just your
name, you should list all of your deposit accounts as of the earliest of the
three dates that you were a depositor. Similarly, if you are ordering stock
jointly with another depositor, you should list all deposit accounts under which
either of you are owners, i.e. individual accounts, joint accounts, etc. If you
are ordering stock in your minor child's or grandchild's name under the Uniform
Transfer to Minors Act, to qualify in the Subscription Offering the minor must
have had a deposit account on one of the three dates and you should list only
their account number(s). If you are ordering stock corporately, you need to list
just that corporation's deposit accounts, as your individual account(s) do not
qualify. Failure to list all of your qualifying accounts may result in the loss
of part or all of your subscription rights.

Item 9 - The stock transfer industry has developed a uniform system of
shareholder registrations that we will use in the issuance of Jefferson
Bancshares, Inc. common stock. Please complete this section as fully and
accurately as possible, and be certain to supply your social security or Tax
I.D. number(s) and your daytime and evening phone numbers. We will need to call
you if we cannot execute your order as given. If you have any questions
regarding the registration of your stock, please consult your legal advisor.
Subscription rights are not transferable. If you are an eligible or supplemental
eligible account holder or other member, to protect your priority over other
purchasers as described in the Prospectus, you must take ownership in at least
one of the account holder's names.

(See Reverse Side for Stock Ownership Guide)

Jefferson Bancshares, Inc. Stock Ownership Guide

Individual - The stock is to be registered in an individual's name only. You may
not list beneficiaries for this ownership.

Joint Tenants - Joint tenants with rights of survivorship identifies two or more
owners. When stock is held by joint tenants with rights of survivorship,
ownership automatically passes to the surviving joint tenant(s) upon the death
of any joint tenant. You may not list beneficiaries for this ownership.

Tenants in Common - Tenants in common may also identify two or more owners. When
stock is to be held by tenants in common, upon the death of one co-tenant,
ownership of the stock will be held by the surviving co-tenant(s) and by the
heirs of the deceased co-tenant. All parties must agree to the transfer or sale
of shares held by tenants in common. You may not list beneficiaries for this
ownership.

Uniform Gift To Minors - For residents of many states, including Tennessee,
stock may be held in the name of a custodian for the benefit of a minor under
the Uniform Transfer to Minors Act. For residents in other states, stock may be
held in a similar type of ownership under the Uniform Gift to Minors Act of the
individual state. For either ownership, the minor is the actual owner of the
stock with the adult custodian being responsible for the investment until the
child reaches legal age. Only one custodian and one minor may be designated.

Instructions: On the first name line, print the first name, middle initial and
last name of the custodian, with the abbreviation "CUST" after the name. Print
the first name, middle initial and last name of the minor on the second name
line followed by the notation UTMA-TN or UGMA-Other State. List only the minor's
social security number.

Corporation/Partnership - Corporations/Partnerships may purchase stock. Please
provide the Corporation/Partnership's legal name and Tax I.D. number. To have
depositor rights, the Corporation/Partnership must have an account in its legal
name. Please contact the Stock Information Center to verify depositor rights and
purchase limitations.

Individual Retirement Account - Individual Retirement Account ("IRA") holders
may make stock purchases from their deposits through a prearranged
"trustee-to-trustee" transfer. Stock may only be held in a self-directed IRA.
Jefferson Federal Savings and Loan Association does not offer a self-directed
IRA. Please contact the Stock Information Center if you have any questions about
your IRA account and please do not delay in exploring this option.

Registration for IRA's: On Name Line 1 - list the name of the broker or
trust department followed by CUST or TRUSTEE.
On Name Line 2 - FBO (for benefit of) YOUR NAME IRA
a/c #______.
Address will be that of the broker / trust
department to where the stock certificate will be
sent.
The Social Security / Tax I.D. number(s) will be
either yours or your trustees, as they direct.
Please list your phone numbers.

Fiduciary/Trust - Generally, fiduciary relationships (such as Trusts, Estates,
Guardianships, etc.) are established under a form of trust agreement or pursuant
to a court order. Without a legal document establishing a fiduciary
relationship, your stock may not be registered in a fiduciary capacity.

Instructions: On the first name line, print the first name, middle initial and
last name of the fiduciary if the fiduciary is an individual. If the fiduciary
is a corporation, list the corporate title on the first name line. Following the
name, print the fiduciary title such as trustee, executor, personal
representative, etc. On the second name line, print the name of the maker, donor
or testator or the name of the beneficiary. Following the name, indicate the
type of legal document establishing the fiduciary relationship (agreement, court
order, etc.). In the blank after "Under Agreement Dated," fill in the date of
the document governing the relationship. The date of the document need not be
provided for a trust created by a will.

(See Reverse Side for Stock Order Form Instructions)