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                                                                    EXHIBIT 10.4

                               SEVERANCE AGREEMENT

         THIS SEVERANCE AGREEMENT (hereinafter referred to as this "AGREEMENT")
is entered into as of the 1st day of January, 2004, by and between The Winton
Savings and Loan Co., a savings and loan association incorporated under Ohio law
(hereinafter referred to as "WINTON"), and Gregory P. Niesen, an individual
(hereinafter referred to as the "EMPLOYEE");

                                   WITNESSETH:

         WHEREAS, the EMPLOYEE is currently employed as the Secretary and
Treasurer of WINTON;

         WHEREAS, as a result of the skill, knowledge and experience of the
EMPLOYEE, the Board of Directors of WINTON desires to retain the services of the
EMPLOYEE as the Secretary and Treasurer of WINTON;

         WHEREAS, the EMPLOYEE desires to continue to serve as the Secretary and
Treasurer of WINTON; and

         WHEREAS, the EMPLOYEE and WINTON desire to enter into this AGREEMENT to
set forth their understanding as to their respective rights and obligations in
the event of the termination of EMPLOYEE'S employment under the circumstances
set forth in this AGREEMENT.

         NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, WINTON and the EMPLOYEE hereby agree as follows:

         1.       Term. This AGREEMENT shall commence on the date set forth
above and shall end twelve (12) months thereafter, subject to earlier
termination as provided herein (hereinafter referred to as the "TERM").

         2.       Termination of Employment.

         (a)      Termination for JUST CAUSE. In the event that WINTON
         terminates the employment of the EMPLOYEE before the expiration of the
         TERM because of the EMPLOYEE'S personal dishonesty, incompetence,
         willful misconduct, breach of fiduciary duty involving personal profit,
         intentional failure or refusal to perform the duties and
         responsibilities assigned in this AGREEMENT, willful violation of any
         law, rule, regulation (other than traffic violations or similar
         offenses) or final cease-and-desist order, conviction of a felony or
         for fraud or embezzlement, or material breach of any provision of this
         AGREEMENT (hereinafter collectively referred to as "JUST CAUSE"), the
         EMPLOYEE shall not receive, and shall have no right to receive, any
         compensation or other benefits for any period after such termination.

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         (b)      Termination without JUST CAUSE and without a CHANGE OF
         CONTROL. In the event that WINTON terminates the employment of the
         EMPLOYEE before the expiration of the TERM without JUST CAUSE and on a
         date which is more than six months before a CHANGE OF CONTROL
         (hereinafter defined) or which is after one year following a CHANGE OF
         CONTROL, the EMPLOYEE shall not receive, and shall have no right to
         receive, any compensation or other benefits for any period after such
         termination.

         (c)      Termination in Connection with a CHANGE OF CONTROL.

                  (i)      In the event that WINTON terminates the employment of
                  the EMPLOYEE before the expiration of the TERM without JUST
                  CAUSE and within six months before a CHANGE OF CONTROL or
                  within one year after a CHANGE OF CONTROL, then the following
                  shall occur:

                           (A)      WINTON shall promptly pay to the EMPLOYEE or
                           to his dependents, beneficiaries or estate $88,250
                           within seven (7) days after such termination;

                           (B)      The EMPLOYEE, his dependents, beneficiaries
                           and estate shall be covered under either the health,
                           life and disability plans of the EMPLOYER or the
                           health, life and disability plans of the successors,
                           survivors or assigns of the EMPLOYERS without any
                           material diminution in coverage or benefit of the
                           expense of the EMPLOYERS or the successors, survivors
                           or assigns of the EMPLOYERS as if the EMPLOYEE were
                           still employed under this AGREEMENT until the
                           earliest of the expiration of the TERM or the date on
                           which the EMPLOYEE is included in another employer's
                           benefit plans as a full-time employee; and

                           (C)      The EMPLOYEE shall not be required to
                           mitigate the amount of any payment provided for in
                           this AGREEMENT by seeking other employment or
                           otherwise, nor shall any amounts received from other
                           employment or otherwise by the EMPLOYEE offset in any
                           manner the obligations of WINTON hereunder, except as
                           specifically stated in subparagraph (B).

                  (ii)     The EMPLOYEE may voluntarily terminate his employment
                  pursuant to this AGREEMENT within one year following a CHANGE
                  OF CONTROL and shall be entitled to compensation as set forth
                  in Section 2(c)(i) of this AGREEMENT in the event that:

                           (A)      The present capacity or circumstances in
                           which the EMPLOYEE is employed are materially changed
                           (including, without limitation, a material reduction
                           in responsibilities or authority, or the assignment
                           of duties or responsibilities substantially
                           inconsistent with those normally associated with the
                           position of Secretary and Treasurer);

                           (B)      The EMPLOYEE is no longer the Secretary and
                           Treasurer of WINTON;

                           (C)      The EMPLOYEE is required to move his
                           personal residence, or perform his principal
                           executive functions, more than thirty-five (35) miles
                           from his

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                           primary office as of the date of the commencement of
                           the TERM of this AGREEMENT; or

                           (D)      WINTON otherwise breaches this AGREEMENT in
                           any material respect.

         In the event that payments pursuant to this subsection (c) would result
         in the imposition of a penalty tax pursuant to Section 280G(b)(3) of
         the Internal Revenue Code of 1986, as amended, and the regulations
         promulgated thereunder (hereinafter collectively referred to as
         "SECTION 280G"), such payments shall be reduced to the maximum amount
         which may be paid under SECTION 280G without exceeding such limits.
         Payments pursuant to this subsection (c) also may not exceed applicable
         limits established by the Office of Thrift Supervision (hereinafter
         referred to as the "OTS"), as set forth in OTS Regulatory Bulletin
         32-12. In the event a reduction in payments is necessary in order to
         comply with the requirements of this AGREEMENT relating to the
         limitations of SECTION 280G or applicable OTS limits, the EMPLOYEE may
         determine, in his sole discretion, which categories of payments are to
         be reduced or eliminated.

         (d)      Death of the EMPLOYEE. The TERM shall automatically terminate
         upon the death of the EMPLOYEE. In the event of such death, the
         EMPLOYEE'S estate shall be entitled to receive the compensation due the
         EMPLOYEE through the last day of the calendar month in which the death
         occurred, except as otherwise specified herein.

         (e)      "Golden Parachute" Provision. Any payments made to the
         EMPLOYEE pursuant to this AGREEMENT, or otherwise, are subject to and
         conditioned upon their compliance with 12 U.S.C. Section 1828(k) and
         FDIC regulation 12 C.F.R. Part 359, Golden Parachute and
         Indemnification Payments.

         (f)      Definition of "CHANGE OF CONTROL". A "CHANGE OF CONTROL" shall
         mean any one of the following events: (i) the acquisition of ownership
         or power to vote more than 25% of the voting stock of WINTON or Winton
         Financial Corporation, an Ohio corporation (hereinafter referred to as
         "WFC"); (ii) the acquisition of the ability to control the election of
         a majority of the directors of either of WINTON or WFC; (iii) during
         any period of two consecutive years, individuals who at the beginning
         of such period constitute the Board of Directors of WFC or WINTON cease
         for any reason to constitute at least a majority thereof; provided,
         however, that any individual whose election or nomination for election
         as a member of the Board of Directors of WFC or WINTON was approved by
         a vote of at least two-thirds of the directors then in office shall be
         considered to have continued to be a member of the Board of Directors
         of WFC or WINTON; or (iv) the acquisition by any person or entity of
         "conclusive control" of WINTON within the meaning of 12 C.F.R.
         Section 574.4(a), or the acquisition by any person or entity of
         "rebuttable control" within the meaning of 12 C.F.R. Section 574.4(b)
         that has not been rebutted in accordance with 12 C.F.R. Section
         574.4(c). For purposes of this paragraph, the term "person" refers to
         an individual or corporation, partnership, trust, association, or other
         organization, but does not include the EMPLOYEE and any person or
         persons with whom the EMPLOYEE is "acting in concert" within the
         meaning of C.F.R. Part 574.

         (g)      Legal Fees. WINTON shall promptly pay all legal fees and
         expenses which the EMPLOYEE may incur as a result of the EMPLOYEE or
         WINTON contesting the validity or enforceability of this AGREEMENT if a
         court of competent jurisdiction renders a final decision

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         in favor of the EMPLOYEE with respect to any such contest, or to the
         extent agreed to by WINTON and the EMPLOYEE in an agreement of
         settlement with respect to any such contest.

         3.       Special Regulatory Events. Notwithstanding Section 2 of this
AGREEMENT, the obligations of WINTON to the EMPLOYEE shall be as follows in the
event of the following circumstances:

         (a)      If the EMPLOYEE is suspended and/or temporarily prohibited
         from participating in the conduct of WINTON'S affairs by a notice
         served under Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance
         Act (hereinafter referred to as the "FDIA"), WINTON'S obligations under
         this AGREEMENT shall be suspended as of the date of service of such
         notice, unless stayed by appropriate proceedings. If the charges in the
         notice are dismissed, WINTON shall (i) pay the EMPLOYEE all of the
         compensation withheld while the obligations in this AGREEMENT were
         suspended and (ii) reinstate any of the obligations that were
         suspended.

         (b)      If the EMPLOYEE is removed and/or permanently prohibited from
         participating in the conduct of WINTON'S affairs by an order issued
         under Section 8(e)(4) or (g)(1) of the FDIA, all obligations of WINTON
         under this AGREEMENT shall terminate as of the effective date of such
         order; provided, however, that vested rights of the EMPLOYEE shall not
         be affected by such termination.

         (c)      If WINTON is in default as defined in Section 3(x)(1) of the
         FDIA, all obligations under this AGREEMENT shall terminate as of the
         date of default; provided, however, that vested rights of the EMPLOYEE
         shall not be affected.

         (d)      All obligations under this AGREEMENT shall be terminated,
         except to the extent of a determination that the continuation of this
         AGREEMENT is necessary for the continued operation of WINTON, (i) by
         the Director of the OTS, or his or her designee, at the time that the
         Federal Deposit Insurance Corporation enters into an agreement to
         provide assistance to or on behalf of WINTON under the authority
         contained in Section 13(c) of the FDIA; or (ii) by the Director of the
         OTS, or his or her designee, at any time the Director of the OTS, or
         his or her designee, approves a supervisory merger to resolve problems
         related to the operation of WINTON or when WINTON is determined by the
         Director of the OTS to be in an unsafe or unsound condition. No vested
         rights of the EMPLOYEE shall be affected by any such action.

         4.       Consolidation, Merger or Sale of Assets. Nothing in this
AGREEMENT shall preclude WINTON from consolidating with, merging into, or
transferring all, or substantially all, of its assets to another corporation
that assumes all of WINTON'S obligations and undertakings hereunder. Upon such a
consolidation, merger or transfer of assets, the term "WINTON" as used herein
shall mean such other corporation or entity and this AGREEMENT shall continue in
full force and effect; provided, however, that the assumption of the EMPLOYERS'
obligations and undertakings hereunder shall not affect the EMPLOYEE'S right to
payments pursuant to Section 2(c)(i)(A) of this AGREEMENT in connection with
such consolidation, merger or transfer of assets.

         5.       Confidential Information. The EMPLOYEE acknowledges that
during his employment he will learn and have access to confidential information
regarding WINTON and WFC, and their customers and businesses. The EMPLOYEE
agrees and covenants not to disclose or use for his own benefit, or the benefit
of any other person or entity, any confidential information, unless or until

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WINTON and WFC consent to such disclosure or use or such information becomes
common knowledge in the industry or is otherwise legally in the public domain.
The EMPLOYEE shall not knowingly disclose or reveal to any unauthorized person
any confidential information relating to WINTON and WFC, their parents,
subsidiaries or affiliates, or to any of the businesses operated by them, and
the EMPLOYEE confirms that such information constitutes the exclusive property
of WINTON and WFC. The EMPLOYEE shall not otherwise knowingly act or conduct
himself (a) to the material detriment of WINTON and WFC, their parents,
subsidiaries or affiliates, or (b) in a manner which is inimical or contrary to
the interests of WINTON and WFC.

         6.       Nature of Employment. Nothing contained in this AGREEMENT
shall create any employment relationship between WINTON and the EMPLOYEE other
than an employment relationship which is terminable "at will." WINTON may
terminate the EMPLOYEE'S employment at any time, subject to providing any
payments specified herein in accordance with the terms hereof.

         7.       Nonassignability. Neither this AGREEMENT nor any right or
interest hereunder shall be assignable by the EMPLOYEE, his beneficiaries or his
legal representatives without WINTON'S prior written consent; provided, however,
that nothing in this Section 7 shall preclude (a) the EMPLOYEE from designating
a beneficiary to receive any benefits payable hereunder upon his death, or (b)
the executors, administrators, or other legal representatives of the EMPLOYEE or
his estate from assigning any rights hereunder to the person or persons entitled
thereto.

         8.       No Attachment. Except as required by law, no right to receive
payment under this AGREEMENT shall be subject to anticipation, commutation,
alienation, sale, assignment, encumbrance, charge, pledge or hypothecation or to
execution, attachment, levy, or similar process of assignment by operation of
law, and any attempt, voluntary or involuntary, to effect any such action shall
be null, void and of no effect.

         9.       Binding Agreement. This AGREEMENT shall be binding upon, and
inure to the benefit of, the EMPLOYEE and WINTON and their respective permitted
successors and assigns.

         10.      Amendment of AGREEMENT. This AGREEMENT may not be modified or
amended, except by an instrument in writing signed by the parties hereto.

         11.      Waiver. No term or condition of this AGREEMENT shall be deemed
to have been waived, nor shall there be an estoppel against the enforcement of
any provision of this AGREEMENT, except by written instrument of the party
charged with such waiver or estoppel. No such written waiver shall be deemed a
continuing waiver, unless specifically stated therein, and each waiver shall
operate only as to the specific term or condition waived and shall not
constitute a waiver of such term or condition for the future or as to any act
other than the act specifically waived.

         12.      Severability. If, for any reason, any provision of this
AGREEMENT is held invalid, such invalidity shall not affect the other provisions
of this AGREEMENT not held so invalid, and each such other provision shall, to
the full extent consistent with applicable law, continue in full force and
effect.

         13.      Headings. The headings of the paragraphs herein are included
solely for convenience of reference and shall not control the meaning or
interpretation of any of the provisions of this AGREEMENT.

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         14.      Governing Law; Regulatory Authority. This AGREEMENT has been
executed and delivered in the State of Ohio and its validity, interpretation,
performance and enforcement shall be governed by the laws of the State of Ohio,
except to the extent that federal law is governing. References to the OTS
included herein shall include any successor primary federal regulatory authority
of WINTON.

         15.      Effect of Prior Agreements. This AGREEMENT contains the entire
understanding between the parties hereto and supersedes any other prior
agreement between WINTON or any predecessor of WINTON and the EMPLOYEE.

         16.      Notices. Any notice or other communication required or
permitted pursuant to this AGREEMENT shall be deemed delivered if such notice or
communication is in writing and is delivered personally or by facsimile
transmission or is deposited in the United States mail, postage prepaid,
addressed as follows:

         If to WINTON:

                           President
                           The Winton Savings and Loan Co.
                           5511 Cheviot Road
                           Cincinnati, Ohio  45247-7095

         With copies to:

                           John C. Vorys, Esq.
                           Vorys, Sater, Seymour and Pease LLP
                           Suite 2000, Atrium Two
                           221 East Fourth Street
                           Cincinnati, Ohio  45202

         If to the EMPLOYEE:

                           Gregory P. Niesen
                           6803 Stonington Road
                           Cincinnati, Ohio  45230

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         IN WITNESS WHEREOF, WINTON has caused this AGREEMENT to be executed by
its duly authorized officer, and the EMPLOYEE has signed this AGREEMENT, each as
of the day and year first above written.

Attest:                                  THE WINTON SAVINGS AND LOAN
                                         CO.

/s/ Mary Beth Doll                       By /s/ Robert L. Bollin
------------------------------------        ------------------------------------
                                            ------------------------------------
                                            its President

Attest:

/s/ Gregory J. Stautberg                 /s/ Gregory P. Niesen
------------------------------------     ---------------------------------------
                                         Gregory P. Niesen