<PAGE>   1
                                                                      Exhibit 20

                          WINTON FINANCIAL CORPORATION
                                5511 CHEVIOT ROAD
                             CINCINNATI, OHIO 45247
                                 (513) 385-3880

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

         Notice is hereby given that the Annual Meeting of Shareholders of
Winton Financial Corporation ("WFC") will be held at Shuller's Wigwam
Restaurant, 6210 Hamilton Avenue, Cincinnati, Ohio 45224, on January 31, 1997,
at 10:00 a.m., Eastern Standard Time (the "Annual Meeting"), for the following
purposes, all of which are more completely set forth in the accompanying Proxy
Statement:

          1.   To elect two directors of WFC for terms expiring in 2000;

          2.   To ratify the selection of Grant Thornton LLP as the auditors of
               WFC for the current fiscal year; and

          3.   To transact such other business as may properly come before the
               Annual Meeting or any adjournments thereof. The Board of
               Directors is not aware of any other business to come before the
               Annual Meeting.

         Any action may be taken on the foregoing proposals at the Annual
Meeting on the date specified above or any date or dates to which the Annual
Meeting may be adjourned. Only shareholders of WFC of record at the close of
business on December 13, 1996, will be entitled to receive notice of and to vote
at the Annual Meeting and any adjournments thereof.

         Whether or not you expect to attend the Annual Meeting, we urge you to
consider the accompanying Proxy Statement carefully and to SIGN, DATE AND
PROMPTLY RETURN THE ENCLOSED PROXY SO THAT YOUR SHARES MAY BE VOTED IN
ACCORDANCE WITH YOUR WISHES AND THE PRESENCE OF A QUORUM MAY BE ASSURED. The
giving of a Proxy does not affect your right to vote in person in the event you
attend the Annual Meeting.

                                  By Order of the Board of Directors



Cincinnati, Ohio
January 3, 1997                   James W. Brigger, Secretary



<PAGE>   2




                          WINTON FINANCIAL CORPORATION
                                5511 CHEVIOT ROAD
                             CINCINNATI, OHIO 45247
                                 (513) 385-3880


                                 PROXY STATEMENT


                                     PROXIES

         The enclosed Proxy is being solicited by the Board of Directors of
Winton Financial Corporation, an Ohio corporation ("WFC"), for use at the 1997
Annual Meeting of Shareholders of WFC to be held at Shuller's Wigwam Restaurant,
6210 Hamilton Avenue, Cincinnati, Ohio 45224, on January 31, 1997, at 10:00
a.m., Eastern Standard Time, and at any adjournments thereof (the "Annual
Meeting"). Without affecting any vote previously taken, the Proxy may be revoked
by a shareholder before exercise by executing and submitting a later-dated Proxy
or by giving notice of revocation to WFC in writing or in open meeting.
Attendance at the Annual Meeting will not, of itself, revoke a Proxy.

         Each properly executed Proxy, which is received prior to the Annual
Meeting and not revoked, will be voted as specified thereon or, in the absence
of specific instructions to the contrary, will be voted:

         FOR the reelection of Messrs. Robert L. Bollin and William J. Parchman
         as directors of WFC for terms expiring in 2000; and

         FOR the ratification of the selection of Grant Thornton LLP ("Grant
         Thornton") as the auditors of WFC for the current fiscal year.

         Proxies may be solicited by the directors, officers and other employees
of WFC in person or by telephone, telegraph or mail. WFC may reimburse brokerage
firms and other custodians, nominees and fiduciaries for reasonable expenses
incurred by them in sending proxy materials to beneficial owners. The cost of
soliciting proxies will be borne by WFC.

         Only shareholders of record at the close of business on December 13,
1996 (the "Voting Record Date"), are eligible to vote at the Annual Meeting and
will be entitled to cast one vote for each common share of WFC (the "Common
Share") owned. WFC's records disclose that, as of the Voting Record Date, there
were 1,986,152 votes entitled to be cast at the Annual Meeting.

         This Proxy Statement is first being mailed to shareholders of WFC on or
about January 3, 1996.


                                  VOTE REQUIRED

ELECTION OF DIRECTORS

         Under Ohio law and WFC's Regulations, the nominees receiving the
greatest number of votes will be elected as directors. Common Shares as to which
the authority to vote is withheld are not counted toward the election of
directors or toward the individual nominees specified in the enclosed Proxy. If
the enclosed Proxy is signed and dated by the shareholder, but no vote is
specified thereon, the Common Shares held by such shareholder will be voted FOR
the reelection of the nominees.



<PAGE>   3


RATIFICATION OF SELECTION OF AUDITORS

         The affirmative vote of the holders of a majority of the Common Shares
represented in person or by proxy at the Annual Meeting is necessary to ratify
the selection of Grant Thornton as the auditors of WFC for the current fiscal
year. The effect of an abstention is the same as a vote against ratification. If
the enclosed Proxy is signed and dated by the shareholder, but no vote is
specified thereon, the Common Shares held by such shareholder will be voted FOR
the ratification of the selection of Grant Thornton as auditors.


              VOTING SECURITIES AND OWNERSHIP OF CERTAIN BENEFICIAL
                              OWNERS AND MANAGEMENT

         The following  table sets forth certain  information  with respect to 
the only persons known to WFC to own  beneficially  more than five percent of 
the Common Shares as of December 13, 1996:
<TABLE>
<CAPTION>

                                                      Amount and Nature               Percent of Common
Name and Address                                 of Beneficial Ownership(1)          Shares Outstanding(2)
----------------                                 --------------------------          ---------------------

<S>                                                      <C>                             <C>  
Star Bank, N.A.                                          147,323 (3)                        7.42%
P.O. Box 1118
Cincinnati, Ohio  45201

Daniel P. Randolph                                       129,754 (4)                        6.53%
Suite 700
105 East Fourth Street
Cincinnati, Ohio 45202

Robert E. Hoeweler                                       110,500 (5)                        5.49%
5596 Squirrel Run Lane
Cincinnati, Ohio  45247

Henry L. Schulhoff                                       120,680 (6)                        6.00%
7 West Seventh Street
Cincinnati, Ohio  45202
-----------------------------
<FN>

(1)  A person is the beneficial owner of Common Shares if such person, directly
     or indirectly, has sole or shared voting or investment power over such
     shares or has the right to acquire such voting or investment power within
     60 days. All Common Shares are owned directly with sole voting or
     investment power, unless otherwise indicated by footnote. All stock options
     outstanding under the Winton Financial Corporation Stock Option and
     Incentive Plan, as amended (the "Option Plan"), are currently exercisable.

(2)  For each person, assumes a total of 1,986,152 Common Shares outstanding,
     plus the number of Common Shares such person may acquire pursuant to the
     Option Plan within 60 days, if any.

(3)  All Common Shares are held of record for the benefit of Star Bank, N.A., as
     trustee under The Winton Financial Corporation Employee Stock Ownership
     Plan (the "ESOP").

</TABLE>

(Footnotes continue on next page.)

                                       2
<PAGE>   4


(4)  Based on a Schedule 13G filed with the Securities and Exchange Commission
     by Daniel P. Randolph. Includes 28,822 Common Shares held by Daniel P.
     Randolph in an individual retirement account; 86,482 Common Shares owned as
     trustee under a trust for the benefit of R. Irene Randolph; 6,400 Common
     Shares owned as trustee under a trust for the benefit of Ronald I. Oldiges;
     1,300 Common Shares owned as trustee under a trust for the benefit of Ruth
     Randolph; 5,750 Common Shares owned as trustee under a trust for the
     benefit of Charles Randolph; and 1,000 Common Shares owned by Ritter &
     Randolph, an Ohio partnership of which Mr. Randolph is a partner.

(5)  Includes 25,000 Common Shares that may be acquired upon the exercise of
     options; 25,000 Common Shares held jointly with Paula Hoeweler, his wife;
     19,900 Common Shares owned as trustee under a trust for the benefit of
     Brian Hoeweler; 19,900 Common Shares owned as trustee under a trust for the
     benefit of Jennifer Hoeweler; and 19,900 Common Shares owned as trustee
     under the Robert B. Hoeweler Trust.

(6)  Includes 25,000 Common Shares that may be acquired upon the exercise of
     options; 8,800 Common Shares owned by Cathleen Schulhoff, wife of Henry L.
     Schulhoff, which shares Henry L. Schulhoff disclaims beneficial ownership
     of; and 6,800 Common Shares owned by Schulhoff & Company, Inc., a
     corporation of which Mr. Schulhoff is a major shareholder.

         The following table sets forth certain information with respect to the
number of Common Shares beneficially owned by each director of WFC and by all
directors and executive officers of WFC as a group as of December 13, 1996:
<TABLE>
<CAPTION>

                                                   Amount and Nature of                 Percent of Common
Name and Address(1)                               Beneficial Ownership(2)             Shares Outstanding(3)
-------------------                               -----------------------             ---------------------

<S>                                                       <C>                              <C>  
Donald G. Avery                                           70,640 (4)                          3.54%
Robert J. Bollin                                          46,320 (5)                          2.31%
Robert L. Bollin                                          94,925 (6)                          4.68%
Robert E. Hoeweler                                       110,500 (7)                          5.49%
Thomas H. Humes                                                0                                 -
Timothy M. Mooney                                              0                                 -
William J. Parchman                                       90,880 (8)                          4.53%
J. Clay Stinnett                                               0                                 -
Henry L. Schulhoff                                        20,680 (9)                          6.00%
All directors and executive officers
  of WFC as a group (13 persons)                         689,072 (10)                        31.49%

<FN>

(1)  Each of the persons listed in this table may be contacted at the address of
     WFC, 5511 Cheviot Road, Cincinnati, Ohio 45247.

(2)  A person is the beneficial owner of Common Shares if such person, directly
     or indirectly, has sole or shared voting or investment power over such
     shares directly or indirectly or has the right to acquire such voting or
     investment power within 60 days. All Common Shares of directors are owned
     directly with sole voting or investment power, unless otherwise indicated
     by footnote. All stock options granted under the Option Plan are currently
     exercisable.

(3)  For each person, assumes a total of 1,986,152 Common Shares outstanding,
     plus the number of Common Shares such person may acquire pursuant to the
     Option Plan within 60 days of December 13, 1996, if any. For all directors
     and executive officers as a group, assumes a total of 2,188,152 Common
     Shares outstanding, which includes 202,000 shares which may be acquired by
     directors and executive officers under the Option Plan within 60 days of
     December 13, 1996.


(Footnotes continue on next page.)
</TABLE>

                                       3
<PAGE>   5

(4)  Includes 10,000 Common Shares that may be acquired upon the exercise of
     options; 29,820 Common Shares owned solely by Marcella Avery, wife of
     Donald G. Avery; and 29,820 Common Shares held jointly with Marcella Avery.

(5)  Includes 20,000 Common Shares that may be acquired upon the exercise of
     options and 26,320 Common Shares held in the individual retirement account
     of Robert J. Bollin, the trustee of which is A. G. Edwards, Inc.


(6)  Includes 40,000 Common Shares that may be acquired upon the exercise of
     options; 18,270 Common Shares held for the benefit of Robert L. Bollin in
     The Winton Savings and Loan Co. Cash and Deferred Plan (the "401(k) Plan"),
     the trustees of which are James W. Brigger, Robert L. Bollin and Mary Ellen
     Lovett, executive officers of WFC; 15,935 Common Shares held for the
     benefit of Robert L. Bollin in the ESOP, the trustee of which is Star Bank,
     N.A.; 680 Common Shares held by the individual retirement account of Robert
     L. Bollin, the trustee of which is Merrill Lynch; 17,940 Common Shares held
     jointly with Elaine Bollin, his wife; 800 and 1,200 Common Shares held by
     A.G. Edwards & Sons f.b.o. Robert L. Bollin and Elaine Bollin,
     respectively; and 100 Common Shares held by Elaine Bollin as custodian for
     Anthony Bollin.

(7)  Includes 25,000 Common Shares that may be acquired upon the exercise of
     options; 25,800 Common Shares held jointly with Paula Hoeweler, his wife;
     19,900 Common Shares owned as trustee under a trust for the benefit of
     Brian Hoeweler; 19,900 Common Shares owned as trustee under a trust for the
     benefit of Jennifer Hoeweler; and 19,900 Common Shares owned as trustee
     under the Robert B. Hoeweler Trust.

(8)  Includes 20,000 Common Shares that may be acquired upon the exercise of
     options; 57,240 Common Shares held in the individual retirement account of
     William J. Parchman, the trustee of which is Alex Brown & Sons, Inc.; and
     7,000 Common Shares owned by Yvonne Parchman, wife of William J. Parchman.

(9)  Includes 25,000 Common Shares that may be acquired upon the exercise of
     options; 8,800 Common Shares owned by Cathleen Schulhoff, wife of Henry L.
     Schulhoff, as to which Henry L. Schulhoff disclaims beneficial ownership;
     and 6,800 Common Shares owned by Schulhoff & Company, Inc., a corporation
     of which Mr. Schulhoff is a major shareholder.

(10) Include 202,000 Common Shares that may be acquired upon the exercise of
     options.


                               BOARD OF DIRECTORS

ELECTION OF DIRECTORS

         The Regulations of WFC provides for a Board of Directors consisting of
nine persons, divided into three classes of three directors each. Each class
serves for a three-year period. Each of the directors of WFC is also a director
of The Winton Savings and Loan Co., the wholly owned subsidiary of WFC
("Winton").

         The entire Board of Directors of WFC acts as a Nominating Committee for
selecting nominees for election as directors. In accordance with Section 2.03 of
the Regulations of WFC, nominees for election as directors may be proposed only
by the directors or by a shareholder entitled to vote for directors if such
shareholder has submitted a written nomination to the Secretary of WFC by the
later of the February 1st immediately preceding the annual meeting of
shareholders or the sixtieth day before the first anniversary of the most recent
annual meeting of shareholders held for the election of directors. Each such
written nomination must state the name, age, business or residence address of
the nominee, the principal occupation or employment of the nominee, the number
of Common Shares owned either beneficially or of record by each such nominee and
the length of time such Common Shares have been so owned.


                                       4

<PAGE>   6


         The Board of Directors proposes the reelection of the following
directors to terms which will expire in 2000:

<TABLE>
<CAPTION>
 Name                                 Age(1)              Position(s) Held              Director Since
 ----                                 ------              ----------------              --------------

<S>                                     <C>          <C>                                      <C> 
 William J. Parchman                    77                Director                            1989
 Robert L. Bollin(2)                    44                Director and President              1989
<FN>

-----------------------------

(1)  As of December 13, 1996.

(2)  Robert J. Bollin, a director of WFC, is the father of Robert L. Bollin, a
     director and President of WFC, and Gregory J. Bollin, a Vice President of
     WFC.
</TABLE>

If any nominee is unable to stand for election, the Proxies will be voted for
such substitute as the Board of Directors recommends. At this time, the Board of
Directors knows of no reason why any nominee would be unable to serve if
elected. Unless otherwise directed, Proxies received pursuant to this
solicitation will be voted for the foregoing nominees.

         Following the reelection of Robert L. Bollin and William J. Parchman at
the Annual Meeting, there will be one vacancy on the Board of Directors in the
class of directors which will stand for election at the Annual Meeting. The
vacancy will arise as a result of the decision of Donald G. Avery not to stand
for reelection. The Board of Directors intends to fill the vacancy with a
suitable candidate in the foreseeable future.

         In October 1996, Clifford B. Hodapp resigned as a member of the Board
of Directors of WFC and Winton. In November 1996, the Board of Directors
appointed a new director to fill the vacancy created by Mr. Hodapp's resignation
and two new directors to fill two other vacancies on the Board of Directors.
Thomas H. Humes, information on whom appears below, was appointed to fill a
vacancy in the class which will stand for election in 1998. In addition, Timothy
M. Mooney and J. Clay Stinnett, information on each of whom also appears below,
were appointed to fill vacancies in the class which will stand for election in
1999.

         The following directors will continue to serve after the Annual Meeting
for the terms indicated:
<TABLE>
<CAPTION>

                                                       Position(s)            Director            Term
Name                                  Age(1)                Held               Since             Expires
----                                  ------                ----               -----             -------

<S>                                 <C>                 <C>                   <C>               <C> 
Robert J. Bollin(2)                     74               Director               1989              1998
Henry L. Schulhoff                      52               Director               1989              1998
Thomas H. Humes                         47               Director               1996              1998
Robert E. Hoeweler                      49               Director               1989              1999
Timothy M. Mooney                       49               Director               1996              1999
J. Clay Stinnett                        45               Director               1996              1999
-----------------------------
<FN>

(1)  As of December 13, 1996.

(2)  Robert J. Bollin, a director of WFC, is the father of Robert L. Bollin, a
     director and President of WFC, and Gregory J. Bollin, a Vice President of
     WFC.
</TABLE>

         In recognition of their many years of service to WFC and Winton,
Messrs. Avery and Hodapp will serve as Directors Emeritus following the Annual
Meeting. As Directors Emeritus, Messrs. Avery and Hodapp will be permitted to
attend meetings of the Board of Directors, but will have no right to vote at
such meetings.

         ROBERT J. BOLLIN began his banking career in 1947 as an office manager
for Cincinnati Federal Savings Association in Price Hill. He then moved to the
O'Bryonville Savings and Loan Association, where he served as Assistant
Secretary and Chief Executive Officer. In 1955, Mr. Bollin joined Winton as
Chief Executive Officer. He has since retired



                                       5
<PAGE>   7
from his position as Chief Executive Officer, but still participates in Winton's
business as a Vice President and an appraiser of construction loans. Mr. Bollin
has been active in the McAuley High School Development Board and the LaSalle
High School Advisory Board.

         ROBERT L. BOLLIN has been the President of Winton since 1988 and the
President of WFC since its incorporation in November 1989. Mr. Bollin joined
Winton in 1969 and, in 1979, he was promoted to Secretary and Assistant Managing
Officer of Winton, responsible for managing Winton's accounting operations,
developing and implementing Winton's investment policy in consultation with the
Board of Directors and managing the day-to-day operations of Winton.

         ROBERT E. HOEWELER was elected to the Board of Directors of Winton in
1988. Mr. Hoeweler is a certified public accountant. Since 1972, Mr. Hoeweler
has been active in the management of a group of family-owned companies which
includes Aluminum Extruded Shapes, Inc.

         THOMAS H. HUMES has served as President of Great Traditions Land &
Development Co., a real estate and land development company in Cincinnati, for
the past five years.

         TIMOTHY M. MOONEY has served as Vice President and Chief Financial
Officer of Kendle Research Associates, Inc., a clinical research organization in
Cincinnati in 1996. From 1994 to 1995, he served as Vice President, Chief
Financial Officer and Treasurer of The Future Now, Inc., a computer reseller in
Cincinnati. He served as Senior Vice President and Chief Financial Officer of
Hook-SupeRx, Inc., a retail drug store chain, from 1988 to 1994.

         WILLIAM J. PARCHMAN has served as a director of Winton for 43 years. He
was admitted to the practice of law in Ohio in 1949. Mr. Parchman was the
founder of Parchman & Oyler Company Realtors which, at its peak, was
Cincinnati's largest residential real estate company. Mr. Parchman served as
National Alumni President of the University of Cincinnati and more recently as
Chairman of the Board of the University of Cincinnati Foundation. He was also a
director of the Cincinnati Metropolitan Housing Authority for 18 years, past
president of the Cincinnati Board of Realtors and President of Clovernook
Country Club. Mr. Parchman was the first recipient of the Carl H. Lindner Medal
for Outstanding Business Achievement presented by the College of Business
Administration Alumni Association, University of Cincinnati.

         HENRY L. SCHULHOFF became a director of Winton in February 1988. Since
1976, Mr. Schulhoff has been the president and portfolio manager of Schulhoff
and Company, Inc., a local investment counseling firm.

         J. CLAY STINNETT has served since 1993 as President and a director of
J.R. Concepts, Inc., a direct mail advertising company in Cincinnati. Prior to
1993, Mr. Stinnett spent almost twenty years in the banking business, including
serving as President and Chief Operating Officer of PNC Bank, N.A., Ohio
(formerly The Central Trust Co., N.A.) until 1992.

MEETINGS OF DIRECTORS

         The Board of Directors of WFC met 12 times for regularly scheduled and
special meetings during the fiscal year ended September 30, 1996. Each director
attended at least 75% of the aggregate of such meetings.

         The Board of Directors of Winton met 12 times for regularly scheduled
and special meetings during the fiscal year ended September 30, 1996. Each
director attended at least 75% of the aggregate of such meetings.

COMMITTEES OF DIRECTORS

         The Board of Directors of WFC has no standing committees. Nominations
for election of directors are determined by the entire Board of Directors. See
"Election of Directors."

         The Board of Directors of Winton has an Audit Committee, an Executive
Committee, a Loan Committee, a CRA Committee, a Compensation Committee, an ESOP
Committee and a Stock Option Committee. Each director serving on each of these
committees attended at least 75% of the aggregate of all meetings of each
committee on which he served as a regular member.

                                       6
<PAGE>   8

         The current members of Winton's Audit Committee are Timothy M. Mooney
and William J. Parchman, and a third member will be appointed immediately after
the Annual Meeting. Former director Clifford B. Hodapp served during the fiscal
year ended September 30, 1996. The function of the Audit Committee is to
communicate with Winton's outside auditors and to recommend to the Board of
Directors a firm of accountants to serve as independent auditors for WFC. The
Audit Committee met once during the fiscal year ended September 30, 1996.

         The members of the Executive Committee are Robert L. Bollin, Robert E.
Hoeweler, William J. Parchman and Henry L. Schulhoff. The function of the
Executive Committee is to examine, together with management, levels and methods
of investment, to review and evaluate alternative and additional investment
programs and to consider and establish interest rates on the various forms of
savings deposits and mortgage loans. The Executive Committee met 52 times during
the fiscal year ended September 30, 1996.

         Winton's Loan Committee is comprised of Robert J. Bollin, William J.
Parchman, and Henry L. Schulhoff. Robert L. Bollin serves as alternate. The
function of the Loan Committee is to approve loan applications and exercise the
authority of the Board of Directors when the Board is not in session, subject to
certain limitations. The Loan Committee met 44 times during the fiscal year
ended September 30, 1996.

         Winton's Compensation Committee consists of Robert J. Bollin, Robert L.
Bollin, Robert E. Hoeweler and William J. Parchman. The function of the
Compensation Committee is to confer with management and make recommendations to
the Board of Directors regarding the compensation of Winton's executive officers
and employees. The Compensation Committee met one time during the fiscal year
ended September 30, 1996.

         The ESOP is administered by a committee of at least three directors
designated by the Board of Directors. The ESOP committee presently consists of
Robert J. Bollin and Robert E. Hoeweler. Former director Clifford B. Hodapp
served during the fiscal year ended September 30, 1996. The ESOP Committee met
one time during the fiscal year ended September 30, 1996.

         The Stock Option Committee is responsible for administering the Option
Plan, including interpreting the Option Plan and awarding options pursuant to
its terms. The Stock Option Committee took action in writing twice during the
fiscal year ended September 30, 1996. The current members of the Stock Option
Committee are Robert L. Bollin, Robert E. Hoeweler and Henry L. Schulhoff.

         William J. Parchman also serves on the CRA Committee which is a
management committee of Winton comprised of Mr. Parchman and James W. Brigger,
Chief Operating Officer of Winton. The function of the CRA Committee is to
confer with management and make recommendations to the Board concerning
community investment. The CRA Committee met two times during the fiscal year
ended September 30, 1996.


                               EXECUTIVE OFFICERS

         The following table sets forth certain information with respect to the
current executive officers of WFC:
<TABLE>
<CAPTION>

Name                                         Age(1)               Position(s) Held
----                                         ------               ----------------

<S>                                            <C>               <C> 
Robert L. Bollin                               44                 President and Director
Gregory J. Bollin                              42                 Vice President
James W. Brigger                               48                 Secretary
Jill M. Burke                                  34                 Treasurer and Chief Financial Officer
Mary Ellen Lovett                              58                 Vice President
-----------------------------
<FN>

(1)  As of December 13, 1996.
</TABLE>

                                       7
<PAGE>   9

         GREGORY J. BOLLIN is a Vice President of WFC, a position he has held
since January 1994. Mr. Bollin also serves as Executive Vice President of
Winton, a position he has held since January 1990.

         JAMES W. BRIGGER is the Secretary of WFC, a position he has held since
1989. Mr. Brigger also serves as the Chief Operating Officer of Winton, a
position he has held since April 1989.

         JILL M. BURKE is the Treasurer and Chief Financial Officer of WFC, a
position she has held since 1989. Ms. Burke also serves as the Treasurer and
Controller of Winton, a position she has held since 1989.

         MARY ELLEN LOVETT is a Vice President of WFC, a position she has held
since January 1994. Ms. Lovett also serves as Senior Vice President of Winton, a
position she has held since June 1993. Ms. Lovett served as Vice President of
Winton from 1988 to May 1993.

         For biographical information regarding Mr. Robert L. Bollin, see "BOARD
OF DIRECTORS - Election of Directors."


                COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

EXECUTIVE COMPENSATION

         WFC does not pay any compensation to its executive officers. Executive
officers of Winton are compensated by Winton for services rendered to Winton.
Except for the President and Executive Vice President of Winton, no director or
executive officer of WFC received more than $100,000 in salary and bonus
payments from Winton during the year ended September 30, 1996. The following
table sets forth certain information with respect to compensation paid to the
President and Executive Vice President of Winton:
<TABLE>
<CAPTION>

                                                 Summary Compensation Table

--------------------------------------------------------------------------------------------------------------------
                                                                          Long Term
                                            Annual Compensation      Compensation Awards
                                       ---------------------------------------------------       All Other
                                                                        Options/SARs            Compensation
Name and Principal Position     Year     Salary($)      Bonus($)           (#)(1)                ($)(2)(3)
--------------------------------------------------------------------------------------------------------------------
<S>                             <C>       <C>           <C>                <C>                     <C>   
Robert L. Bollin, President     1996      $153,649      $16,000            20,000                  $6,929
                                1995      $142,467      $15,000               0                    $9,375
                                1994      $137,562      $15,000            20,000                  $8,443

Gregory J. Bollin, Executive    1996     $ 109,838      $13,000            12,000                  $4,791
Vice President                  1995     $  99,893      $12,000               0                    $6,683
                                1994     $  96,572      $12,000            12,000                  $6,410
<FN>
-----------------------------

(1)      These figures represent the number of Common Shares underlying options
         granted to the named individuals during the year indicated. Mr. Robert
         L. Bollin's and Mr. Gregory J. Bollin's outstanding options at the time
         increased in proportion to the two 2-for-1 stock splits effective in
         February 1994 and February 1993, but such increases are not considered
         a grant of options by WFC. WFC has no restricted stock awards or SARs
         ("stock appreciation rights") and has no plans to grant such awards or
         rights.
</TABLE>


(Footnotes continue on next page.)



                                       8
<PAGE>   10
(2)      Consists of cash or stock contributions to the ESOP or the reallocation
         of forfeited shares in the ESOP of $4,862, $7,463 and $6,578, allocated
         to Mr. Robert L. Bollin's account and $2,067, $1,912 and $1,865 in
         matching contributions to the 401(k) Plan for his account for the years
         ended September 30, 1996, 1995 and 1994, respectively.

(3)      Consists of cash or stock contributions to the ESOP or the reallocation
         of forfeited shares in the ESOP of $3,982, $5,768 and $5,125, allocated
         to Mr. Gregory J. Bollin's account and $809, $915 and $1,285 in
         matching contributions to the 401(k) plan for his account for the years
         ended September 30, 1996, 1995 and 1994, respectively.

OPTION PLAN

         The following table sets forth information concerning individual grants
of stock options made to the persons listed on the Summary Compensation Table:
<TABLE>
<CAPTION>

                                                                      Option/SAR Grants in Last Fiscal Year
                                                                      -------------------------------------
                                                                                  Individual Grants
                                                              --------------------------------------------------------
                                                              Number of      % of Total
                                                              Securities     Options/
                                                              Underlying     SARs Granted
                                                              Options/       to Employees      Exercise or
                                                              SARs           in Fiscal         Base Price   Expiration
          Name                                                Granted (#)    Year              ($/Share)    Date
----------------------------------------------------------------------------------------------------------------------

<S>                                                           <C>            <C>               <C>          <C> 
Robert L. Bollin                                              20,000         28.6%             $13.50       5/1/06

Gregory J. Bollin                                             12,000         17.1%             $13.50       5/1/06
</TABLE>

         The following table sets forth information regarding the number and
value of unexercised options held by the persons listed in the Summary
Compensation Table.
<TABLE>
<CAPTION>

                    Aggregate Option/SAR Exercises in Last Fiscal Year and 9/30/96 Option/SAR Values
                    --------------------------------------------------------------------------------

                                                                                                   Value of Unexercised
                                                                          Number of Securities         In-the-Money
                                                                         Underlying Unexercised        Options/SARs
                                                                       Options/SARs at 9/30/96(#)        at 9/30/96($)(1)
                                                                       --------------------------   ---------------------
                                 Shares Acquired          Value               Exercisable/             Exercisable/
Name                              on Exercise(#)      Realized ($)           Unexercisable             Unexercisable
----                              --------------      ------------           -------------             -------------

<S>                                    <C>                <C>                <C>                        <C>
Robert L. Bollin                         -                   -                   40,000/0                 25,000/0
Gregory J. Bollin                        -                   -                   24,000/0                 15,000/0
<FN>


(1)      An option is "in-the-money" if the fair value of the underlying stock
         exceeds the market price of the option. Only half of the options held
         by each of the persons listed above were "in-the-money" at September
         30, 1996. The figure represents the value of such unexercised options,
         determined by multiplying the number of unexercised options by the
         difference between the exercise price of such options and the $11.25
         closing bid price for the Common Shares reported by The Nasdaq System
         on September 30, 1996, the last trading day of the quarter.
</TABLE>

                                       9
<PAGE>   11

DIRECTOR COMPENSATION

         WFC does not pay directors fees. Each director of Winton receives
$12,000 annually for monthly meetings and $100 for each committee meeting
attended, except for meetings of the Executive Committee for which members
receive $200 per meeting.

CERTAIN TRANSACTIONS WITH WINTON

         Some of the directors and officers of WFC and Winton were customers of
and had transactions with Winton in the ordinary course of Winton's business
during the two years ended September 30, 1996. All loans and commitments to loan
included in such transactions were made in the ordinary course of business on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other persons and, in
the opinion of the management of WFC, do not involve more than a normal risk of
collectibility or present other unfavorable features. Winton had no loans
outstanding to directors and executive officers at December 13, 1996.

EMPLOYMENT AGREEMENTS

         WFC and Winton have entered into employment agreements with Robert L.
Bollin, President of WFC and Winton, and Gregory J. Bollin, Vice President of
WFC and Executive Vice President of Winton which expire May 1, 1999. The
employment agreements provide for an annual salary of not less than $152,000 for
Robert L. Bollin and $110,000 for Gregory J. Bollin and an annual salary and
performance review by the Board of Directors. The Employment Agreement requires
the inclusion of Robert L. and Gregory J. Bollin in any formally established
employee benefit, bonus, pension and profit-sharing plans for which senior
management personnel are eligible and also provides for vacation and sick leave.

         The employment agreements are terminable by WFC and Winton at any time.
If the employment of either Robert L. Bollin or Gregory J. Bollin is terminated
at any time during such three-year term for any reason other than "just cause"
(as defined in the agreements), he will be entitled to receive his annual
compensation for the remainder of the three-year term of the agreement. If such
employment is terminated, or if the position or responsibilities of the employee
is changed, in connection with or within one year of a change-in-control of WFC
or Winton, such employee will be entitled to receive an amount equal to his then
current annual compensation, multiplied by three, subject to reduction to the
extent necessary to comply with certain provisions of the Internal Revenue Code
of 1986, as amended. Assuming employment termination in connection with such a
change of control, the maximum payment to Robert L. Bollin would be $456,000 and
to Gregory J. Bollin would be $330,000, or the greater of the minimum salary
levels in the agreements or the salary levels for fiscal 1996 reflected in the
Summary Compensation Table above.


                              SELECTION OF AUDITORS

         The Board of Directors has selected Grant Thornton as the auditors of
WFC and its subsidiaries for the current fiscal year and recommends that the
shareholders ratify the selection. Grant Thornton has audited the books of
Winton since 1985. Management expects that a representative of Grant Thornton
will be present at the Annual Meeting, will have the opportunity to make a
statement if he or she so desires and will be available to respond to
appropriate questions.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE SELECTION
OF GRANT THORNTON AS AUDITORS FOR THE CURRENT FISCAL YEAR.



                                       10
<PAGE>   12


                   PROPOSALS OF SHAREHOLDERS AND OTHER MATTERS

         Any proposals of shareholders intended to be included in WFC's proxy
statement for the 1998 Annual Meeting of Shareholders should be sent to WFC by
certified mail and must be received by WFC not later than September 5, 1997.

         Management knows of no other business which may be brought before the
Annual Meeting, including matters incident to the conduct of the Annual Meeting.
It is the intention of the persons named in the enclosed Proxy to vote such
Proxy in accordance with their best judgment on any other matters which may be
brought before the Annual Meeting.

         IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. WHETHER OR NOT YOU
EXPECT TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO FILL IN, SIGN AND
RETURN THE PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE.

                                         By Order of the Board of Directors


Cincinnati, Ohio                         James W. Brigger, Secretary
January 3, 1997





                                       11