Exhibit 10.3

                               SEVERANCE AGREEMENT


         THIS SEVERANCE AGREEMENT (hereinafter referred to as this "AGREEMENT"),
entered  into  this  22d day of  May,  1998,  by and  between  Winton  Financial
Corporation,  a savings and loan  holding  company  incorporated  under Ohio law
(hereinafter  referred to as "WFC");  The Winton Savings and Loan Co., a savings
and loan association  incorporated under Ohio law and a wholly-owned  subsidiary
of WFC (hereinafter  referred to as "WINTON");  and Jill M. Burke, an individual
(hereinafter referred to as the "EMPLOYEE");


                                   WITNESSETH:


         WHEREAS,  the  EMPLOYEE is an  employee of WFC and WINTON  (hereinafter
collectively  referred to as the "EMPLOYERS");

         WHEREAS,  as a result of the skill,  knowledge  and  experience  of the
EMPLOYEE, the Boards of Directors of the EMPLOYERS desire to retain the services
of the EMPLOYEE as Treasurer of the EMPLOYERS;

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

         WHEREAS,  the  EMPLOYEE  and the  EMPLOYERS  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, the EMPLOYERS and the EMPLOYEE hereby agree as follows:

         Section l.    Term.  This AGREEMENT  shall commence on the date hereof
and shall  terminate on May 22, 2000 (hereinafter referred to as the "TERM").

         Section 2.    Termination of Employment.

                  (a)  Termination  for  JUST  CAUSE.  In  the  event  that  the
         EMPLOYERS  terminate  the  employment  of the EMPLOYEE  during 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  or final  cease-and-desist  order  (other than


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         traffic violations or similar offenses),  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.

                  (b)  Termination  after CHANGE OF CONTROL.  In the event that,
         before the expiration of the TERM and in connection  with or within one
         year of a CHANGE OF CONTROL (as defined  hereinafter)  of either one of
         the EMPLOYERS, (i) the employment of the EMPLOYEE is terminated for any
         reason other than JUST CAUSE before the  expiration  of the TERM,  (ii)
         the present capacity or circumstances in which the EMPLOYEE is employed
         is changed  before the  expiration of the TERM, or (iii) the EMPLOYEE'S
         responsibilities,  authority,  compensation or other benefits  provided
         under this AGREEMENT are materially  reduced,  then the following shall
         occur:

                           (A) The EMPLOYERS  shall promptly pay to the EMPLOYEE
                  or to his beneficiaries,  dependents or estate an amount equal
                  to the sum of (I) the  amount  of  compensation  to which  the
                  EMPLOYEE would be entitled for the remainder of the TERM under
                  this  AGREEMENT,  plus  (II) the  difference  between  (x) the
                  product of two,  multiplied by the annual base salary  payable
                  to the EMPLOYEE at the time of such termination, less (xx) the
                  amount  paid to the  EMPLOYEE  pursuant  to clause (I) of this
                  subparagraph (A);

                           (B) The EMPLOYEE,  her dependents,  beneficiaries and
                  estate shall continue to be covered under all benefit plans of
                  the  EMPLOYERS  at the  EMPLOYERS'  expense 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  the  EMPLOYERS
                  hereunder, except as specifically stated in subparagraph (B).

         In the event that payments pursuant to this subsection (b) 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.

                  (c) Termination  Without CHANGE OF CONTROL.  In the event that
         the  employment of the EMPLOYEE is terminated  before the expiration of
         the TERM by the  EMPLOYERS or by the EMPLOYEE for any reason other than
         JUST  CAUSE or in  connection  with or  within  one year of a CHANGE OF
         CONTROL,  the  EMPLOYERS  shall  pay  to the  EMPLOYEE  the  amount  of


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         compensation earned by the EMPLOYEE up to the date of such termination.
         After the date of such  termination,  all  benefits  under any  benefit
         plans of the EMPLOYERS  shall  terminate and the EMPLOYEE shall have no
         right to  receive,  and shall not  receive,  any benefit for any period
         after the date of such termination.

         (d) Death of the EMPLOYEE.  The TERM automatically  terminates 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.  ss.1828(k)  and any  regulations  promulgated
thereunder.

         (f)  Definition of "CHANGE OF CONTROL".  A "CHANGE OF CONTROL" shall be
deemed to have occurred in the event that,  at any time during the TERM,  either
any person or entity obtains  "conclusive  control" of the EMPLOYERS  within the
meaning of 12 C.F.R.  ss.574.4(a),  or any person or entity obtains  "rebuttable
control"  within  the  meaning  of 12 C.F.R.  ss.574.4(b)  and has not  rebutted
control in accordance with 12 C.F.R. ss.574.4(c).

         Section 3. Special  Regulatory   Events.   Notwithstanding   Section  2
of this AGREEMENT, the  obligations of the EMPLOYERS 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 the EMPLOYERS'  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"),  the  EMPLOYERS'  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,  the
EMPLOYERS  may,  in  its  discretion,  pay  the  EMPLOYEE  all  or  part  of the
compensation withheld while the obligations in this AGREEMENT were suspended and
reinstate, in whole or in part, any of the obligations that were suspended.

         (b) If the  EMPLOYEE  is removed  and/or  permanently  prohibited  from
participating in the conduct of the EMPLOYERS'  affairs by an order issued under
Section 8(e) (4) or (g) (l) of the FDIA, all  obligations of the EMPLOYERS 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 the EMPLOYERS are 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.


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<PAGE>
         (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 the EMPLOYERS,  (i) by the Director of
the Office of Thrift Supervision  (hereinafter referred to as 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 the EMPLOYERS
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 the  EMPLOYERS or when the EMPLOYERS are  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.

         Section 4.  Consolidation,  Merger or Sale of  Assets.  Nothing in this
AGREEMENT shall preclude the EMPLOYERS from consolidating with, merging into, or
transferring all, or substantially  all, of their assets to another  corporation
that assumes all of the EMPLOYERS' obligations and undertakings hereunder.  Upon
such a consolidation, merger or transfer of assets, the term "EMPLOYERS" as used
herein,  shall mean such other  corporation or entity,  and this AGREEMENT shall
continue in full force and effect.

         Section 5.  Confidential  Information.  The EMPLOYEE  acknowledges that
during his employment she will learn and have access to confidential information
regarding the EMPLOYERS and her customers and  businesses.  The EMPLOYEE  agrees
and covenants not to disclose or use for her own benefit,  or the benefit of any
other  person  or  entity,  any  confidential  information,  unless or until the
EMPLOYERS  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 the  EMPLOYERS,  their  subsidiaries  or
affiliates,  or to any of the  businesses  operated  by them,  and the  EMPLOYEE
confirms  that  such  information  constitutes  the  exclusive  property  of the
EMPLOYERS. The EMPLOYEE shall not otherwise knowingly act or conduct herself (a)
to the material detriment of the EMPLOYERS,  their subsidiaries,  or affiliates,
or (b) in a  manner  which is  inimical  or  contrary  to the  interests  of the
EMPLOYERS.

         Section 6.  Nonassignability.  Neither this  AGREEMENT nor any right or
interest hereunder shall be assignable by the EMPLOYEE,  her  beneficiaries,  or
legal  representatives  without the EMPLOYERS' prior written consent;  provided,
however,  that  nothing in this Section 6 shall  preclude (a) the EMPLOYEE  from
designating a beneficiary  to receive any benefits  payable  hereunder  upon her
death, or (b) the executors,  administrators,  or other legal representatives of
the EMPLOYEE or her estate from assigning any rights  hereunder to the person or
persons entitled thereto.

         Section  7. 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.



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<PAGE>

         Section 8. Binding  Agreement.  This AGREEMENT  shall be binding upon,
and inure to the benefit of, the EMPLOYEE and the EMPLOYERS and their respective
permitted successors and assigns.

         Section 9. Amendment of  AGREEMENT. This AGREEMENT  may not be modified
or amended, except by an instrument in writing signed by the parties hereto.

         Section 10.  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.

         Section 11.  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. If this AGREEMENT is held invalid or cannot be enforced,  then any prior
AGREEMENT  between the EMPLOYERS (or any  predecessor  thereof) and the EMPLOYEE
shall be deemed  reinstated  to the full  extent  permitted  by law,  as if this
AGREEMENT had not been executed.

         Section 12.  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.

         Section  13.  Governing  Law.  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 this State of Ohio,  except to
the extent that federal law is governing.

         Section 14. Effect of Prior  Agreements.  This  AGREEMENT  contains the
entire  understanding  between  the  parties  hereto  and  supersedes  any prior
employment  agreement  between the EMPLOYERS and the EMPLOYEE,  each of which is
hereby terminated and is of no further force or effect.

         Section  15.  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:



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         If to Winton Financial Corporation and/or The Winton Savings & Loan
         Company:

                           Winton Financial Corporation
                           5511 Cheviot Road
                           Cincinnati, Ohio 45247-7095

         With copies to:

                           John C. Vorys, Esq.
                           Vorys, Sater, Seymour and Pease
                           Atrium Two, Suite 2100
                           221 East Fourth Street
                           Cincinnati, Ohio 45201-0236

         If to the EMPLOYEE to:

                           Jill M. Burke






         IN WITNESS  WHEREOF,  the  EMPLOYERS  have 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:                                     WINTON FINANCIAL CORPORATION


_____________________________               By ________________________________
                                               ________________________________
                                               its ____________________________


Attest:                                     THE WINTON SAVINGS AND LOAN CO.

_____________________________               By ________________________________
                                               ________________________________
                                               its ____________________________
Attest:


_____________________________                ________________________________
                                             Jill M. Burke




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