Exhibit 10.3

                              EMPLOYMENT AGREEMENT


         THIS   EMPLOYMENT   AGREEMENT   (hereinafter   referred   to  as   this
"AGREEMENT"),  entered into this 6th day of January,  2000,  by and among 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 currently employed as the Treasurer and Chief
Financial Officer 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 the Treasurer and Chief Financial Officer of WINTON and WFC;

         WHEREAS,  the EMPLOYEE  desires to continue to  serve as the  Treasurer
and Chief  Financial  Officer of WINTON and WFC; and

         WHEREAS,  the  EMPLOYEE  and the  EMPLOYERS  desire to enter  into this
Agreement to set forth the terms and conditions of the  employment  relationship
between the EMPLOYERS and the EMPLOYEE;

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

         Section  l.  Employment  and Term.  Upon the terms and  subject  to the
conditions of this AGREEMENT,  the EMPLOYERS hereby employ the EMPLOYEE, and the
EMPLOYEE hereby accepts employment, as the Treasurer and Chief Financial Officer
of WINTON and WFC. The term of this AGREEMENT shall commence on January 6, 2000,
and shall end on January 1, 2003 (hereinafter referred to as the "TERM").

         Section 2.   Duties of EMPLOYEE.

         (a) General  Duties and  Responsibilities.  The EMPLOYEE shall serve as
the  Treasurer  and Chief  Financial  Officer of the  EMPLOYERS.  Subject to the
direction  of the Boards of  Directors  of the  EMPLOYERS,  the  EMPLOYEE  shall
perform all duties and shall have all powers which are commonly  incident to the
office of Treasurer and Chief Financial Officer or which,  consistent therewith,
are  delegated to her by the Board of  Directors.  Such duties may include,  but
shall not be limited to,  assisting in the development of policies and strategic
objectives  pertaining to fiscal  control and operating  results,  directing and
coordinating  the  investment,  accounting  and  controlling  activities  of the
EMPLOYERS, and preparation of financial reports.

         (b)  Devotion of Entire  Time to the  Business  of the  EMPLOYERS.  The
EMPLOYEE shall devote her entire  productive time,  ability and attention during
normal  business hours  throughout  the TERM to the faithful  performance of her
duties  under this  AGREEMENT.  The EMPLOYEE  shall not  directly or  indirectly
render any  services of a business,  commercial  or  professional  nature to any
person or  organization  without  the prior  written  consent  of the  Boards of
Directors of the EMPLOYERS;  provided,  however,  that the EMPLOYEE shall not be
precluded  from (i) vacations  and other leave time in  accordance  with Section
3(e) hereof; (ii) reasonable  participation in community,  civic,  charitable or
similar organizations; or (iii) the pursuit of personal investments which do not
interfere  or conflict  with the  performance  of the  EMPLOYEE'S  duties to the
EMPLOYERS.

         Section 3.   Compensation, Benefits and Reimbursements.

         (a) Salary. The EMPLOYEE shall receive during the TERM an annual salary
payable in equal  installments  not less often than monthly.  The amount of such
annual  salary shall be $96,000  until changed by the Boards of Directors of the
EMPLOYERS in accordance with Section 3(b) of this AGREEMENT.

         (b) Annual Salary Review. In December of each year throughout the TERM,
the annual  salary of the EMPLOYEE  shall be reviewed by the Boards of Directors
of the EMPLOYERS and shall be set, effective January l of the following year, at
an  amount  not  less  than  $96,000,   based  upon  the  EMPLOYEE'S  individual
performance  and  the  overall  profitability  and  financial  condition  of the
EMPLOYERS  (hereinafter referred to as the "ANNUAL REVIEW").  The results of the
ANNUAL  REVIEW  shall be  reflected in the minutes of the Boards of Directors of
the EMPLOYERS.

         (c) Expenses.  In addition to any  compensation  received under Section
3(a) or (b) of this AGREEMENT, the EMPLOYERS shall pay or reimburse the EMPLOYEE
for all reasonable travel,  entertainment and miscellaneous expenses incurred in
connection  with the  performance  of her  duties  under  this  AGREEMENT.  Such
reimbursement  shall  be made in  accordance  with  the  existing  policies  and
procedures of the EMPLOYERS  pertaining to  reimbursement  of expenses to senior
management officials.

         (d) Employee Benefit  Program.  (i) During the TERM, the EMPLOYEE shall
be entitled to participate in all formally established employee benefit,  bonus,
pension and profit-sharing plans and similar programs that are maintained by the
EMPLOYERS  from time to time,  including  programs  in respect of group  health,
disability or life insurance,  reimbursement of membership fees in civic, social
and  professional  organizations  and all  employee  benefit  plans or  programs
hereafter  adopted in writing by the Boards of Directors of the  EMPLOYERS,  for
which senior  management  personnel are eligible,  including any employee  stock
ownership  plan,  stock  option plan or other stock  benefit  plan  (hereinafter
collectively referred to as the "BENEFIT PLANS").  Notwithstanding the foregoing
sentence,  the  EMPLOYERS  may  discontinue  or  terminate  at any time any such
BENEFIT PLANS, now existing or hereafter adopted, to the extent permitted by the
terms of such plans and shall not be required to  compensate  the  EMPLOYEE  for
such discontinuance or termination.

                  (i) After the expiration of the TERM or the termination of the
employment  of the  EMPLOYEE  for any reason  other than JUST CAUSE (as  defined
hereinafter),  the EMPLOYERS shall provide a group health  insurance  program in
which the  EMPLOYEE  and her spouse will be eligible  to  participate  and which
shall  provide  substantially  the same  benefits  as are  available  to retired
employees of the EMPLOYERS on the date of this AGREEMENT until both the EMPLOYEE
and her spouse become 65 years of age;  provided,  however that all premiums for
such  program  shall  be  paid by the  EMPLOYEE  and/or  her  spouse  after  the
EMPLOYEE'S  retirement;  provided further,  however,  that the EMPLOYEE may only
participate  in such  program for as long as the  EMPLOYERS  make  available  an
employee  group health  insurance  program  which  permits the EMPLOYERS to make
coverage available for retirees.

         (e) Vacation and Sick Leave.  The EMPLOYEE  shall  be entitled, without
loss of pay, to be absent  voluntarily  from the performance of her duties under
this AGREEMENT, subject to the following conditions:

                  (i) The  EMPLOYEE  shall be entitled to an annual  vacation in
         accordance with the policies periodically  established by the Boards of
         Directors  of the  EMPLOYERS  for senior  management  officials  of the
         EMPLOYERS, the duration of which shall not be less than four weeks each
         calendar year;

                  (ii)  Vacation  time shall be  scheduled  by the EMPLOYEE in a
         reasonable  manner and shall be subject  to  approval  by the Boards of
         Directors  of the  EMPLOYERS.  The  EMPLOYEE  shall not be  entitled to
         receive any additional  compensation from the EMPLOYERS in the event of
         her failure to take the full allotment of vacation time in any calendar
         year; provided,  however, that a maximum of one week of unused vacation
         time in any  calendar  year may be  carried  over  into any  succeeding
         calendar year; and

                  (iii) The  EMPLOYEE  shall be entitled to annual sick leave as
         established  by the Boards of  Directors  of the  EMPLOYERS  for senior
         management officials of the EMPLOYERS. In the event that any sick leave
         time shall not have been used  during  any  calendar  year,  such leave
         shall  accrue  to  subsequent   calendar  years,  only  to  the  extent
         authorized  by  the  Boards  of  Directors  of  the   EMPLOYERS.   Upon
         termination  of  employment,  the  EMPLOYEE  shall not be  entitled  to
         receive any additional  compensation from the EMPLOYERS for unused sick
         leave.

         Section 4.   Termination of Employment.

         (a) General. The employment of the EMPLOYEE shall terminate at any time
during the TERM (i) at the option of the  EMPLOYERS,  upon the  delivery  by the
EMPLOYERS  of written  notice of  termination  to the  EMPLOYEE,  or (ii) at the
option of the  EMPLOYEE,  upon  delivery by the  EMPLOYEE  of written  notice of
termination to the EMPLOYERS if the present  capacity or  circumstances in which
the EMPLOYEE is employed are materially  adversely changed,  including,  but not
limited  to,  a  material  reduction  in  responsibilities  or  authority,   the
assignment of duties or responsibilities  substantially  inconsistent with those
normally  associated with the EMPLOYEE'S  position  described in Section 2(a) of
this AGREEMENT,  a change of title, the requirement that the EMPLOYEE  regularly
perform her principal  executive functions more than thirty-five (35) miles from
her primary  office as of the date of this  AGREEMENT  or the  reduction  of the
EMPLOYEE'S benefits provided under this AGREEMENT, unless the benefit reductions
are part of a company-wide  reduction.  The following  subsections (i), (ii) and
(iii) of this Section 4(a) shall govern the  obligations of the EMPLOYERS to the
EMPLOYEE upon the occurrence of the events described in such subparagraphs:

                  (i)  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
         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.

                  (ii) 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, (A) the employment of the EMPLOYEE is terminated for any
         reason  other  than JUST  CAUSE or is  terminated  by the  EMPLOYEE  as
         provided in Section 4(a)(ii) above, then the following shall occur:

                           (I) The EMPLOYERS  shall promptly pay to the EMPLOYEE
                  or to her beneficiaries,  dependents or estate an amount equal
                  to the sum of (l) the  amount  of  compensation  to which  the
                  EMPLOYEE would be entitled for the remainder of the TERM under
                  this  AGREEMENT,  plus  (2)  the  difference  between  (x) the
                  product  of three,  multiplied  by the  greater  of the annual
                  salary  set forth in  Section  3(a) of this  AGREEMENT  or the
                  annual  salary  payable  to the  EMPLOYEE  as a result  of any
                  ANNUAL  REVIEW,  less  (xx) the  amount  paid to the  EMPLOYEE
                  pursuant to clause (l) of this subparagraph (I);

                           (II) 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

                           (III) 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 (II)
                  above.

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

                  (iii) Termination Without CHANGE OF CONTROL. In the event that
         the  employment of the EMPLOYEE is terminated  before the expiration of
         the TERM for any reason other than death,  JUST CAUSE or in  connection
         with or within one year of a CHANGE OF CONTROL,  the EMPLOYERS shall be
         obligated  to continue (A) to pay on a monthly  basis to the  EMPLOYEE,
         her designated  beneficiaries or her estate, her annual salary provided
         pursuant to Section 3(a) or (b) of this AGREEMENT  until the expiration
         of the  TERM  and (B) to  provide  to the  EMPLOYEE  at the  EMPLOYERS'
         expense,  health, life,  disability,  and other benefits  substantially
         equal  to  those  being  provided  to  the  EMPLOYEE  at  the  date  of
         termination  of her  employment  until  the  earliest  to  occur of the
         expiration  of the  TERM or the  date  the  EMPLOYEE  becomes  employed
         full-time by another  employer.  In the event that payments pursuant to
         this  subsection  (iii) would result in the imposition of a penalty tax
         pursuant to SECTION 280G, such payments shall be reduced to the maximum
         amount which may be paid under  SECTION 280G  without  exceeding  those
         limits.  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
         (iii)(B) above.

         (b) 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.

         (c) "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 any regulations promulgated
thereunder.

         (d) 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  either of the  EMPLOYERS;  (ii) the
acquisition  of the  ability  to  control  the  election  of a  majority  of the
directors  of  either  of the  EMPLOYERS;  or (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.  ss.574.4(a),  or
the  acquisition  by any  person or entity of  "rebuttable  control"  within the
meaning of 12 C.F.R.  ss.574.4(b)  that has not been rebutted in accordance with
12 C.F.R. ss.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 12 C.F.R.  Part
574.

         (e) Termination by EMPLOYEE.  If the EMPLOYEE terminates this AGREEMENT
without the written  consent of the  EMPLOYERS,  other than  pursuant to Section
4(a)(ii)  of this  AGREEMENT,  the  EMPLOYEE  shall not engage in the  financial
institutions  business as a director,  officer,  employee or consultant  for any
business  or  enterprise  which  competes  with the  principal  business  of the
EMPLOYERS  or any of their  subsidiaries  within  Hamilton  County  or any other
geographic  area in which WINTON or WFC is doing business for the unexpired TERM
of  this  AGREEMENT.  This  provision  shall  not  apply  in  the  event  of the
termination  of the  employment  of the EMPLOYEE by the  EMPLOYERS  prior to the
expiration of the TERM or the  termination  of the employment of the EMPLOYEE by
the EMPLOYEE pursuant to Section 4(a)(ii) of this AGREEMENT.

         Section 5.   Special  Regulatory  Events.  Notwithstanding Section 4 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  their  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.

         (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 6.  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 7.  Confidential  Information.  The EMPLOYEE  acknowledges that
during her employment she will learn and have access to confidential information
regarding the EMPLOYERS and their 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 himself (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 8.  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 8 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.


<PAGE>
         Section  9. 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.

         Section l0.  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 11.  Amendment of AGREEMENT. This AGREEMENT may not be modified
or amended,  except by an instrument in writing signed by the parties hereto.

         Section 12.  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 13.  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 14.  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  15.  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 16. 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  17.  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 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 LLP
                           Suite 2100, Atrium Two
                           221 East Fourth Street
                           Cincinnati, Ohio  45202

         If to the EMPLOYEE to:

                           Jill M. Burke
                           5168 Deeridge Lane
                           Cincinnati, Ohio  45247



<PAGE>


         IN WITNESS  WHEREOF,  the  EMPLOYERS  have caused this  AGREEMENT to be
executed by their duly  authorized  officers,  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