EXHIBIT 4(a)


                          WINTON FINANCIAL CORPORATION
                      1999 STOCK OPTION AND INCENTIVE PLAN


         1. Purpose. The purpose of the Winton Financial Corporation 1999 Stock
Option and Incentive Plan (this "Plan") is to promote and advance the interests
of Winton Financial Corporation (the "Company") and its shareholders by enabling
the Company to attract, retain and reward directors, managerial and other
employees of the Company and any Subsidiary (hereinafter defined) and to
strengthen the mutuality of interests between such directors and employees and
the Company's shareholders by providing such persons with a proprietary interest
in pursuing the long-term growth, profitability and financial success of the
Company.

         2.  Definitions.  For purposes of this Plan, the following terms shall
have the meanings set forth below:

                  (a) "Award" means the grant by the Committee of an Incentive
         Stock Option, a Non-Qualified Stock Option or a Stock Appreciation
         Right, or any combination thereof, as provided in the Plan.

                  (b) "Board" means the Board of Directors of the Company.

                  (c) "Code" means the Internal Revenue Code of 1986, as
         amended, or any successor thereto, together with rules, regulations and
         interpretations promulgated thereunder.

                  (d) "Committee" means the Committee of the Board constituted
         as provided in Section 3 of this Plan.

                  (e) "Common Shares" means the common shares, without par
         value, of the Company or any security of the Company issued in
         substitution, in exchange or in lieu thereof.

                  (f) "Company" means Winton Financial Corporation, an Ohio
         corporation, or any successor corporation.

                  (g) "Employment" means regular employment with the Company or
         a Subsidiary and does not include service as a director only.

                  (h) "ERISA" means the Employment Retirement Income Security
         Act, as amended, or any successor thereto, together with rules,
         regulations and interpretations promulgated thereunder.

                  (i) "Exchange Act" means the Securities Exchange Act of 1934,
         as amended, or any successor statute.

                  (j) "Fair Market Value" shall mean the average of the highest
         and the lowest selling price on the American Stock Exchange, Inc. on
         the date such Stock Option is granted or, if there were no sales on
         such date, then on the next prior business day on which there was a
         sale.

                  (k) "Incentive Stock Option" means any Stock Option granted
         pursuant to the provisions of Section 6 of this Plan which is intended
         to be and is specifically designated as an "incentive stock option"
         within the meaning of Section 422 of the Code.

                  (l) "Non-Qualified Stock Option" means any Stock Option
         granted pursuant to the provisions of Section 6 of this Plan which is
         not an Incentive Stock Option.

                  (m) "OTS" means the Office of Thrift Supervision, Department
         of the Treasury.

                  (n) "Participant" means an employee or director of the Company
         or a Subsidiary who is granted a Stock Option under this Plan.
         Notwithstanding the foregoing, for the purposes of the granting of any
         Incentive Stock Option under this Plan, the term "Participant" shall
         include only employees of the Company or a Subsidiary.

                  (o) "Plan" means the Winton Financial Corporation 1999 Stock
         Option and Incentive Plan, as set forth herein and as it may be
         hereafter amended from time to time.


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                  (p) "Related" means (i) in the case of a Stock Appreciation
         Right, a Stock Appreciation Right which is granted in connection with,
         and to the extent exercisable, in whole or in part, in lieu of, an
         Option and (ii) in the case of an Option, an Option with respect to
         which and to the extent to which a Stock Appreciation Right is
         exercisable, in whole or in part, in lieu thereof has been granted.

                  (q) "Repurchase Right" means the right defined in Section 10
         of this Plan.

                  (r) "Stock Appreciation Right" means a Stock Appreciation
         Right with respect to shares granted by the Committee pursuant to
         Section 11 hereof.

                  (s) "Stock Option" means an award to purchase Common Shares
         granted pursuant to the provisions of Section 6 of this Plan.

                  (t) "Subsidiary" means any corporation or entity in which the
         Company directly or indirectly controls 50% or more of the total voting
         power of all classes of its stock having voting power and includes,
         without limitation, The Winton Savings and Loan Co.

                  (u) "Terminated for Cause" means any removal of a director or
         discharge of an employee for personal dishonesty, incompetence, willful
         misconduct, breach of fiduciary duty involving personal profit,
         intentional failure to perform stated duties, willful violation of a
         material provision of any law, rule or regulation (other than traffic
         violations or similar offenses), a material violation of a final
         cease-and-desist order or any other action of a director or employee
         which results in a substantial financial loss to the Company or a
         Subsidiary.

         3.       Administration.

                  (a) This Plan shall be administered by the Committee, which
         shall be comprised of not fewer than three of the members of the Board.
         The members of the Committee shall be appointed from time to time by
         the Board. Members of the Committee shall serve at the pleasure of the
         Board, and the Board may from time to time remove members from, or add
         members to, the Committee. A majority of the members of the Committee
         shall constitute a quorum for the transaction of business. An action
         approved in writing by a majority of the members of the Committee then
         serving shall be fully as effective as if the action had been taken by
         unanimous vote at a meeting duly called and held.

                  (b) The Committee is authorized to construe and interpret this
         Plan and to make all other determinations necessary or advisable for
         the administration of this Plan. The Committee may designate persons
         other than members of the Committee to carry out its responsibilities
         under such conditions and limitations as it may prescribe. Any
         determination, decision or action of the Committee in connection with
         the construction, interpretation, administration, or application of
         this Plan shall be final, conclusive and binding upon all persons
         participating in this Plan and any person validly claiming under or
         through persons participating in this Plan. The Company shall effect
         the granting of Stock Options under this Plan in accordance with the
         determinations made by the Committee, by execution of instruments in
         writing in such form as approved by the Committee.

         4.       Duration of, and Common Shares Subject to, this Plan.

                  (a) Term. This Plan shall terminate on the date which is ten
         (10) years from the date on which this Plan is adopted by the Board,
         except with respect to Stock Options then outstanding. Notwithstanding
         the foregoing, no Incentive Stock Option may be granted under this Plan
         after the date which is ten (10) years from the date on which this Plan
         is adopted by the Board or the date on which this Plan is approved by
         the shareholders of the Company, whichever is earlier.

                  (b) Common Shares Subject to Plan. The maximum number of
         Common Shares in respect of which Awards may be granted under this
         Plan, subject to adjustment as provided in Section 9 of this Plan,
         shall be 401,530 Common Shares.

         For the purpose of computing the total number of Common Shares
available for Awards under this Plan, there shall be counted against the
foregoing limitations the number of Common Shares subject to issuance upon
exercise or settlement of Stock Options as of the dates on which such Stock
Options are granted. If any Stock Options or Stock Appreciation Rights are
forfeited, terminated or exchanged for other Stock Appreciation Rights or Stock

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Options, or expire unexercised, the Common Shares which were theretofore subject
to such Awards shall again be available for Awards under this Plan to the extent
of such forfeiture, termination or expiration of such Awards.

         Common Shares which may be issued under this Plan may be either
authorized and unissued shares or issued shares which have been reacquired by
the Company. No fractional shares shall be issued under this Plan.

         5. Eligibility and Grants. Persons eligible for Awards under this Plan
shall consist of directors and managerial and other key employees of the Company
or a Subsidiary who hold positions with significant responsibilities or whose
performance or potential contribution, in the judgment of the Committee, will
benefit the future success of the Company or a Subsidiary. In selecting the
directors and employees to whom Awards will be made and the number of shares
subject to such Awards, the Committee shall consider the position, duties and
responsibilities of the eligible directors and employees, the value of their
services to the Company and the Subsidiaries and any other factors the Committee
may deem relevant.

         6. Stock Options. Stock Options granted under this Plan may be in the
form of Incentive Stock Options or Non-Qualified Stock Options, and such Stock
Options shall be subject to the following terms and conditions and in such form
as the Committee may from time to time approve and shall contain such additional
terms and conditions as the Committee shall deem desirable, not inconsistent
with the express provisions of the Plan:

                  (a) Grant.  Stock Options may be granted under this Plan on
         terms and conditions not inconsistent with the provisions of this Plan.

                  (b) Stock Option Price. The option exercise price per Common
         Share purchasable under a Stock Option shall be determined by the
         Committee at the time of grant; provided, however, that in no event
         shall the exercise price of an Incentive Stock Option be less than 100%
         of the Fair Market Value of the Common Shares on the date of the grant
         of such Incentive Stock Option, and in the case of a Participant who
         owns Common Shares representing more than 10% of the outstanding Common
         Shares at the time an Incentive Stock Option is granted, the option
         exercise price shall in no event be less than 110% of the Fair Market
         Value of the Common Shares at the time the Incentive Stock Option is
         granted to such Participant.

                  (c) Stock Option Terms. Subject to the right of the Company to
         provide for earlier termination in the event of any merger, acquisition
         or consolidation involving the Company, the term of each Stock Option
         shall be fixed by the Committee; provided, however, that the term of an
         Incentive Stock Option will not exceed ten years after the date the
         Incentive Stock Option is granted; provided further, however, that in
         the case of a Participant who owns a number of Common Shares
         representing more than 10% of the Common Shares outstanding at the time
         the Incentive Stock Option is granted, the term of the Incentive Stock
         Option shall not exceed five years.

                  (d) Exercisability. Except as set forth in this Plan or as
         designated by the Committee at the time of grant, Stock Options awarded
         under this Plan shall be immediately exercisable in full.

                  (e) Method of Exercise. A Stock Option may be exercised, in
         whole or in part, by giving written notice of exercise to the Company
         specifying the number of Common Shares to be purchased. Such notice
         shall be accompanied by payment in full of the purchase price in cash
         or, if acceptable to the Committee in its sole discretion, in Common
         Shares already owned by the Participant, or by surrendering outstanding
         Stock Options. The Committee may also permit Participants, either on a
         selective or aggregate basis, to simultaneously exercise Stock Options
         and sell Common Shares thereby acquired, pursuant to a brokerage or
         similar arrangement, approved in advance by the Committee, and use the
         proceeds from such sale as payment of the purchase price of such
         shares.

                  (f) Special Rule for Incentive Stock Options. With respect to
         Incentive Stock Options granted under this Plan, to the extent the
         aggregate Fair Market Value (determined as of the date the Incentive
         Stock Option is granted) of the number of shares with respect to which
         Incentive Stock Options are exercisable under all plans of the Company
         or a Subsidiary for the first time by a Participant during any calendar
         year exceeds $100,000, or such other limit as may be required by the
         Code, such Stock Options shall be Non-Qualified Stock Options to the
         extent of such excess.

         7.  Effect of Termination of Employment, Disability, Death or Change
in Control.

                  (a) Except in the event of the death or disability of a
         Participant or in the event a Participant is Terminated for Cause, upon


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         the resignation, removal or retirement from the board of directors of
         any Participant who is a director of the Company or a Subsidiary or
         upon the termination of Employment of a Participant who is not a
         director of the Company or a Subsidiary, all Stock Options which have
         not yet become exercisable shall thereupon terminate and be of no
         further force or effect, and, unless the Committee shall specifically
         state otherwise at the time a Stock Option is granted, all Stock
         Options which have become exercisable shall terminate if they are not
         exercised by the earlier of (i) the respective dates of such Stock
         Options or (ii) the date which is three (3) months after such
         resignation, removal, retirement or termination of Employment.

                  (b) Unless the Committee shall specifically state otherwise at
         the time a Stock Option is granted, all Stock Options granted under
         this Plan shall become exercisable in full on the date of termination
         of a Participant's employment or directorship with the Company or a
         Subsidiary because of his death or disability, and, subject to
         extension by the Committee, all Stock Options shall terminate if not
         exercised by the earlier of (i) the respective expiration dates of any
         such Stock Options or (ii) the date which is twelve (12) months after
         the Participant's death or disability.

                  (c) Unless the Committee shall specifically state otherwise at
         the time a Stock Option is granted, in the event the Employment or the
         directorship of a Participant is Terminated for Cause, any Stock Option
         which has not been exercised shall terminate and be of no further force
         or effect as of the date the Participant is Terminated for Cause.

                  (d) All outstanding Stock Options shall become immediately
         exercisable in the event of a change in control or imminent change in
         control of the Company or any Subsidiary, as determined by the
         Committee. For purposes of this Section 7, "change in control" shall
         mean: (i) the execution of an agreement for the sale of all, or a
         material portion of, the assets of the Company or The Winton Savings
         and Loan Co.; (ii) the execution of an agreement for a merger or
         recapitalization of the Company or The Winton Savings and Loan Co. or
         any merger or recapitalization whereby the Company or The Winton
         Savings and Loan Co. is not the surviving entity; (iii) a change of
         control of the Company or The Winton Savings and Loan Co., as defined
         or determined by the OTS; or (iv) the acquisition, directly or
         indirectly, of the beneficial ownership (within the meaning of the term
         "beneficial ownership" as defined under Section 13(d) of the Exchange
         Act and the rules promulgated thereunder) of twenty-five percent (25%)
         or more of the outstanding voting securities of the Company or The
         Winton Savings and Loan Co. by any person, trust, entity or group. For
         purposes of this Section 7, "imminent change in control" shall refer to
         any offer or announcement, oral or written, by any person or any
         persons acting as a group, to acquire control of the Company or The
         Winton Savings and Loan Co. as to which an application or notice has
         been filed with the OTS and such application has been approved or such
         notice has not been disapproved.

         8. Non-transferability of Stock Options. No Stock Option under this
Plan, and no rights or interests therein, shall be assignable or transferable by
a Participant except by will or the laws of descent and distribution. During the
lifetime of a Participant, Stock Options are exercisable only by, and payments
in settlement of Stock Options will be payable only to, the Participant or his
or her legal representative.

         9.  Adjustments Upon Changes in Capitalization.

                  (a) The existence of this Plan and the Awards granted
         hereunder shall not affect or restrict in any way the right or power of
         the Board or the shareholders of the Company to make or authorize the
         following: any adjustment, recapitalization, reorganization or other
         change in the Company's capital structure or its business; any merger,
         acquisition or consolidation of the Company; any issuance of bonds,
         debentures, preferred or prior preference stocks ahead of or affecting
         the Company's capital stock or the rights thereof; the dissolution or
         liquidation of the Company or any sale or transfer of all or any part
         of its assets or business; or any other corporate act or proceeding,
         including any merger or acquisition which would result in the exchange
         of cash, stock of another company or options to purchase the stock of
         another company for any Awards outstanding at the time of such
         corporate transaction or which would involve the termination of all
         Awards outstanding at the time of such corporate transaction.

                  (b) In the event of any change in capitalization affecting the
         Common Shares of the Company, such as a stock dividend, stock split,
         recapitalization, merger, consolidation, spin-off, split-up,
         combination or exchange of shares or other form of reorganization, or
         any other change affecting the Common Shares, such proportionate
         adjustments, if any, as the Board in its discretion may deem
         appropriate to reflect such change shall be made with respect to the
         aggregate number of Common Shares for which Awards in respect thereof
         may be granted under this Plan, the maximum number of Common Shares

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         which may be sold or awarded to any Participant, the number of Common
         Shares covered by each outstanding Award, and the exercise price per
         share in respect of outstanding Awards.

         10. Right of Repurchase and Restrictions on Disposition. The Committee,
in its sole discretion, may include, as a term of any Incentive Stock Option or
Non-Qualified Stock Option, the right (hereinafter the "Repurchase Right"), but
not the obligation, to repurchase all or any amount of the Common Shares
acquired by a Participant pursuant to the exercise of any such options. The
Repurchase Right shall provide for, among other terms, a specified duration of
the Repurchase Right, a specified price per Common Share to be paid upon the
exercise of the Repurchase Right and a restriction on the disposition of the
Common Shares by the Participant during the period of the Repurchase Right. The
Repurchase Right may permit the Company to transfer or assign such right to
another party. The Company may exercise the Repurchase Right only to the extent
permitted by applicable law.

         11. Stock Appreciation Rights. A Stock Appreciation Right shall, upon
its exercise, entitle the Participant to whom such Stock Appreciation Right is
granted, to receive a number of Common Shares or an amount of cash or
combination thereof, as the Committee in its discretion shall determine, the
aggregate value of which (i.e., the sum of the amount of cash and/or the fair
market value of such Common Shares on the date of exercise) shall equal (as
nearly as possible) the amount by which the Fair Market Value per Common Share
on the date of such exercise shall exceed the exercise price of such Stock
Appreciation Right, multiplied by the number of Common Shares with respect to
which such Stock Appreciation Right shall have been exercised. A Stock
Appreciation Right may be Related to an option or may be granted independently
of any option and the Committee shall determine whether and to what extent a
Related Stock Appreciation Right shall be granted with respect therein;
provided, however, that notwithstanding any other provision of this Plan, in the
event that the Related Option is an Incentive Stock Option, the Related Stock
Appreciation Right shall satisfy all the applicable restrictions and limitations
of Section 6 hereof as if such Related Stock Appreciation Right were an
Incentive Stock Option. In the case of a Related Stock Option, such Related
Stock Option shall cease to be exercisable to the extent of the Common Shares to
which the Related Stock Appreciation Right was exercised. Upon the exercise or
termination of a Related Stock Option, any Related Stock Appreciation Right
shall terminate to the extent of the Common Shares with respect to which the
Related Stock Option was exercised or terminated.

         12. Amendment and Termination of this Plan. Without further approval of
the shareholders, the Board may at any time terminate this Plan, or may amend it
from time to time in such respects as the Board may deem advisable, except that
the Board may not, without approval of the shareholders, make any amendment
which would (a) increase the aggregate number of Common Shares which may be
issued under this Plan (except for adjustments pursuant to Section 9 of this
Plan), (b) materially modify the requirements as to eligibility for
participation in this Plan, or (c) materially increase the benefits accruing to
Participants under this Plan. The above notwithstanding, the Board may amend
this Plan to take into account changes in applicable securities, federal income
tax and other applicable laws.

         13. Modification of Options. The Board may authorize the Committee to
direct the execution of an instrument providing for the modification of any
outstanding Stock Option which the Board believes to be in the best interests of
the Company; provided, however, that no such modification, extension or renewal
shall confer on the holder of such Stock Option any right or benefit which could
not be conferred on him by the grant of a new Stock Option at such time and
shall not materially decrease the Participant's benefits under the Stock Option
without the consent of the holder of the Stock Option, except as otherwise
permitted under this Plan.

         14.  Miscellaneous.

                  (a) Tax Withholding. The Company shall have the right to
         deduct from any settlement made under this Plan, including the delivery
         or vesting of Common Shares, any federal, state or local taxes of any
         kind required by law to be withheld with respect to such payments or to
         take such other action as may be necessary in the opinion of the
         Company to satisfy all obligation for the payment of such taxes. If
         Common Shares are used to satisfy tax withholding, such shares shall be
         valued based on the Fair Market Value when the tax withholding is
         required to be made.

                  (b) No Right to Employment. Neither the adoption of this Plan
         nor the granting of any Award shall confer upon any employee of the
         Company or a Subsidiary any right to continued Employment with the
         Company or a Subsidiary, as the case may be, nor shall it interfere in
         any way with the right of the Company or a Subsidiary to terminate the
         Employment of any of its employees at any time, with or without cause.

                  (c) Annulment of Stock Options. The grant of any Stock Option
         under this Plan payable in cash is provisional until cash is paid in


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         settlement thereof. The grant of any Stock Option under this Plan
         payable in Common Shares is provisional until the Participant becomes
         entitled to the certificate in settlement thereof. In the event the
         Employment or the directorship of a Participant is Terminated for
         Cause, any Stock Option which is provisional shall be annulled as of
         the date of such termination.

                  (d) Other Company Benefit and Compensation Programs. Payments
         and other benefits received by a Participant under an Award made
         pursuant to this Plan shall not be deemed a part of a Participant's
         regular, recurring compensation for purposes of the termination
         indemnity or severance pay law of any country and shall not be included
         in, nor have any effect on, the determination of benefits under any
         other employee benefit plan or similar arrangement provided by the
         Company or a Subsidiary unless expressly so provided by such other plan
         or arrangement, or except where the Committee expressly determines that
         an Award or portion of an Award should be included to accurately
         reflect competitive compensation practices or to recognize that an
         Award has been made in lieu of a portion of competitive annual cash
         compensation. An Award under this Plan may be made in combination with
         or in tandem with, or as an alternative to, grants, stock options or
         payments under any other plans of the Company or a Subsidiary. This
         Plan notwithstanding, the Company or any Subsidiary may adopt such
         other compensation programs and additional compensation arrangements as
         it deems necessary to attract, retain and reward directors and
         employees for their service with the Company and its Subsidiaries.

                  (e) Securities Law Restrictions. No Common Shares shall be
         issued under this Plan unless counsel for the Company shall be
         satisfied that such issuance will be in compliance with applicable
         federal and state securities laws. Certificates for Common Shares
         delivered under this Plan may be subject to such stop-transfer orders
         and other restrictions as the Committee may deem advisable under the
         rules, regulations and other requirements of the Securities and
         Exchange Commission, any stock exchange upon which the Common Shares
         are then listed, and any applicable federal or state securities law.
         The Committee may cause a legend or legends to be put on any such
         certificates to make appropriate reference to such restrictions.

                  (f) Award Agreement. Each Participant receiving an Award under
         this Plan shall enter into an agreement with the Company in a form
         specified by the Committee agreeing to the terms and conditions of the
         Award and such related matters as the Committee shall, in its sole
         discretion, determine.

                  (g) Cost of Plan.  The costs and expenses of administering
         this Plan shall be borne by the Company.

                  (h) Governing Law.  This Plan and all actions taken hereunder
         shall be governed by and construed in accordance with the laws of the
         State of Ohio, except to the extent that federal law shall be deemed
         applicable.

                  (i) Effective Date. This Plan shall be effective upon the
         later of adoption by the Board and approval by the Company's
         shareholders. This Plan shall be submitted to the shareholders of the
         Company for approval at an annual or special meeting of shareholders
         held within twelve (12) months of the adoption of the Plan by the
         Board.























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