EXHIBIT 13



                                TABLE OF CONTENTS










Business of Winton Financial..............................................    1

Market Price of Winton Financial's Common Shares and Related
  Shareholder Matters.....................................................    2

Selected Consolidated Financial and Other Data............................    3

Management's Discussion and Analysis of Financial Condition
  and Results of Operations...............................................    5

Discussion of Changes in Financial Condition from September 30, 2001 to
  September 30, 2002......................................................    6

Comparison of Results of Operations for Fiscal Years Ended
  September 30, 2002 and 2001.............................................    7

Comparison of Results of Operations for Fiscal Years Ended
  September 30, 2001 and 2000.............................................   10

Average Balance, Yield, Rate and Volume Data..............................   13

Rate/Volume Table.........................................................   14

Asset and Liability Management............................................   15

Liquidity and Capital Resources...........................................   16

Effects of Recent Accounting Pronouncements...............................   17

Report of Independent Certified Public Accountants........................   19

Consolidated Financial Statements.........................................   20

Investor Relations Information............................................   51

Directors and Officers....................................................   52




<PAGE>


                          Winton Financial Corporation


                          BUSINESS OF WINTON FINANCIAL

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Winton Financial Corporation, an Ohio corporation ("Winton Financial" or the
"Corporation"), is a unitary savings and loan holding company which owns all of
the outstanding common shares of The Winton Savings and Loan Co., an Ohio
savings and loan association ("Winton Savings" or the "Company").

The activities of Winton Financial have been limited primarily to holding the
stock of Winton Savings. Organized in 1887 under the laws of the state of Ohio
as a mutual savings and loan association, Winton Savings completed its
conversion to stock form in fiscal 1988 and completed merger transactions with
BenchMark Federal Savings Bank ("BenchMark") and Blue Chip Savings Bank ("Blue
Chip") in June 1999 and January 1996, respectively. Each transaction was
accounted for as a pooling of interests. Winton Savings conducts business from
its principal office in the Monfort Heights area of Cincinnati, Ohio, and its
five branch offices in Hamilton County, Ohio, and one loan production office in
the Western Hills area of Cincinnati. During fiscal 2002, Winton Savings opened
a loan production office in Lawrenceburg, Indiana. Also during fiscal 2002,
Winton Savings established an Internet banking product and began to offer a full
range of banking services through the Internet.

Winton Savings is principally engaged in the business of making first mortgage
loans to finance the purchase, construction or improvement of residential or
other real property. Such business is conducted through an aggressive marketing
and selling effort of its lending products and services to the communities in
its market area and through the continued development of innovative lending
programs that give Winton Savings a competitive advantage.

Winton Savings also invests in U.S. government guaranteed mortgage-backed
securities and investment securities issued by the U.S. government and agencies
thereof. Funds for lending and investment are obtained primarily from savings
deposits, loan principal and interest repayments, mortgage sales and borrowings
from the Federal Home Loan Bank (the "FHLB") of Cincinnati, of which Winton
Savings is a member.

Winton Financial is subject to regulation, supervision and examination by the
Office of Thrift Supervision of the U.S. Department of Treasury (the "OTS").
Winton Savings is subject to regulation, supervision and examination by the OTS,
the Federal Deposit Insurance Corporation (the "FDIC") and the Ohio Division of
Financial Institutions. Deposits in Winton Savings are insured up to applicable
limits by the FDIC.





















                                       1
<PAGE>


                          Winton Financial Corporation

                MARKET PRICE OF WINTON FINANCIAL'S COMMON SHARES
                         AND RELATED SHAREHOLDER MATTERS

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Winton Financial's common shares are listed on the American Stock Exchange, Inc.
("Amex"), under the symbol "WFI." As of December 6, 2002, Winton Financial had
4,469,554 common shares outstanding and held of record by approximately 394
shareholders. The number of shareholders does not reflect the number of persons
or entities who may hold stock in nominee or "street" name through brokerage
firms or others.

Presented below are the high and low sales prices for Winton Financial's common
shares, as well as the amount of cash dividends paid on the common shares for
each quarter of fiscal 2002 and 2001. Such sales prices do not include retail
financial markups, markdowns, or commissions. Information relating to sales
prices has been obtained from Amex.
<TABLE>
<CAPTION>

                                                                                                   Cash
Fiscal Year Ending September 30,                          High                 Low              Dividends
<S>                                                       <C>                 <C>                   <C>
2002

Quarter ending December 31, 2001                        $  9.40              $8.75               $.0925
Quarter ending March 31, 2002                             10.50               8.95                .0925
Quarter ending June 30, 2002                              10.75               9.80                .0925
Quarter ending September 30, 2002                         10.50               9.20                .0925

2001

Quarter ending December 31, 2000                         $10.94              $8.50               $.0825
Quarter ending March 31, 2001                             10.25               8.35                .0825
Quarter ending June 30, 2001                               9.35               8.10                .0825
Quarter ending September 30, 2001                         10.00               8.20                .0825
</TABLE>


The earnings of Winton Financial consist primarily of dividends from Winton
Savings. In addition to certain federal income tax considerations, regulations
issued by the OTS impose limitations on the payment of dividends and other
capital distributions by savings associations. Under the regulations, a
subsidiary of a savings and loan holding company must file an application with
the OTS before it can declare and pay a dividend if (1) the proposed
distributions would cause total distributions for that calendar year to exceed
net income for that year to date plus the savings association's retained net
income for the preceding two years; (2) the savings association will not be at
least adequately capitalized following the capital distribution; (3) the
proposed distribution would violate a prohibition contained in any applicable
statute, regulation, or agreement between the savings association and the OTS
(or the FDIC), or a condition imposed on the savings association in an
OTS-approved application or notice; or, (4) if the savings association has not
received certain favorable examination ratings from the OTS. If a savings
association subsidiary of a holding company is not required to file an
application, it must file a notice with the OTS.















                                       2
<PAGE>


                          Winton Financial Corporation


                 SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

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The following tables set forth certain information concerning Winton Financial's
consolidated financial position and results of operations at the dates and for
the periods indicated. This selected financial data should be read in
conjunction with the consolidated financial statements appearing elsewhere in
this report.
<TABLE>
<CAPTION>

                                                                            At September 30,
Statement of Financial Condition Data: (1)            2002           2001           2000            1999           1998
                                                                               (In thousands)
<S>                                                   <C>            <C>             <C>             <C>         <C>
Total amount of:
  Assets                                          $505,701       $473,776       $465,214        $466,278       $408,938
  Interest-bearing deposits in other
    financial institutions                          10,702          3,732            672             434          4,879
  Investment securities (2)                         13,095         14,263         20,030          22,385         20,437
  Mortgage-backed securities (2)                     5,958          7,298         12,612          13,943         16,801
  Loans receivable, net (3)                        456,977        431,324        415,447         413,550        351,369
  Deposits                                         332,995        316,960        309,889         312,072        306,343
  FHLB advances and other borrowings               126,427        114,668        115,720         116,532         67,404
  Shareholders' equity - net                        40,016         36,690         34,006          32,140         30,387
</TABLE>



<TABLE>
<CAPTION>
                                                                         For the year ended September 30,
Statement of Earnings Data: (1)                       2002           2001           2000            1999           1998
                                                                    (In thousands, except share data)
<S>                                                   <C>           <C>             <C>             <C>            <C>
Total interest income                              $33,945        $35,605        $35,942         $32,896        $30,793
Total interest expense                             (19,433)       (23,536)       (23,470)        (20,313)       (19,112)
                                                    ------         ------         ------          ------         ------
Net interest income                                 14,512         12,069         12,472          12,583         11,681
Provision for losses on loans                       (1,260)          (300)          (125)           (160)           (86)
                                                    ------         ------         ------          ------         ------
Net interest income after provision for
  losses on loans                                   13,252         11,769         12,347          12,423         11,595
Other income                                         3,479          2,316          1,393           2,234          2,233
General, administrative and other expense           (9,185)        (8,293)        (8,654)        (10,077)        (7,606)
                                                    ------         ------         ------          ------         ------
Earnings before income taxes                         7,546          5,792          5,086           4,580          6,222
Federal income taxes                                (2,523)        (1,937)        (1,701)         (1,640)        (2,092)
                                                    ------         ------         ------          ------         ------
Net earnings                                       $ 5,023        $ 3,855        $ 3,385         $ 2,940        $ 4,130
                                                    ======         ======         ======          ======         ======

Earnings per share
  Basic                                             $1.13           $0.87          $0.77          $0.67           $0.94
                                                     ====            ====           ====           ====            ====
  Diluted                                           $1.10           $0.85          $0.74          $0.64           $0.90
                                                     ====            ====           ====           ====            ====
</TABLE>


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

(1)  The financial data as of and for the fiscal year ended  September 30, 1998,
     was previously  restated to give effect to the combination  with BenchMark.
     The  merger  was  accounted  for using the  pooling-of-interests  method of
     accounting.
(2)  Includes  securities  designated as available for sale. See Note A-2 of the
     Consolidated  Financial  Statements  for additional  information  regarding
     Statement of Financial Accounting Standards ("SFAS") No. 115.
(3)  Includes loans held for sale.





                                       3
<PAGE>


                          Winton Financial Corporation


           SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA (CONTINUED)

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<TABLE>
<CAPTION>

                                                                   At or for the year ended September 30,
Other Data:  (1)                                     2002            2001           2000            1999           1998
<S>                                                   <C>            <C>             <C>            <C>             <C>
Interest rate spread                                 2.71%           2.26%          2.35%          2.63%           2.65%
Net interest margin                                  3.03            2.63           2.70           2.95            3.02
Return on average equity (2)                        13.05           10.87          10.19           9.32           14.42
Return on average assets (2)                         1.03             .82            .72            .67            1.05
Shareholders' equity to assets                       7.91            7.74           7.31           6.89            7.43
Average interest-earning assets to
  average interest-bearing liabilities             107.99          107.34         106.80         106.53          107.43
Net interest income to general,
  administrative and other expense (2)             158.00          145.53         144.12         124.87          153.58
General, administrative and other
  expense to average total assets (2)                1.88            1.77           1.83           2.30            1.87
Nonperforming assets to total
  assets                                             1.16             .68            .42            .16             .15
Allowance for loan losses to
  nonperforming loans                               54.44           43.51          81.50         378.86          220.13
Dividend payout ratio                               32.74           37.93          41.56          43.82           25.68

Number of:
  Loans outstanding                                 7,177           6,743          7,021          7,065           6,936
  Deposit accounts                                 26,114          26,125         26,022         26,058          26,503
  Full service offices                                  6               7              7              7               8
</TABLE>


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

(1)  The financial data as of and for the fiscal year ended  September 30, 1998,
     was previously  restated to give effect to the combination  with BenchMark.
     The  merger  was  accounted  for using the  pooling-of-interests  method of
     accounting.
(2)  Before  consideration  of  merger-related  charges  during fiscal 1999, the
     ratios set forth below would have been as follows:

     Return on average equity                               13.00%
     Return on average assets                                 .94
     Net interest income to general, administrative
       and other expense                                   147.98
     General, administrative and other expense
       to average total assets                               1.94
















                                       4
<PAGE>


                          Winton Financial Corporation

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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


General

Winton Financial's activities primarily have been limited to owning the
outstanding common shares of Winton Savings. Therefore, the discussion that
follows focuses on the comparison of Winton Savings' operations in fiscal 2002,
2001 and 2000.


Forward-Looking Statements

In the following pages, management presents an analysis of the financial
condition of Winton Financial as of September 30, 2002, and the results of
operations for fiscal 2002 compared to prior years. In addition to this
historical information, the following discussion contains forward-looking
statements that involve risks and uncertainties. Economic circumstances, Winton
Financial's operations and Winton Financial's actual results could differ
significantly from those discussed in the forward-looking statements. Some of
the factors that could cause or contribute to such differences are discussed
herein, but also include changes in the economy and interest rates in the nation
and in Winton Financial's general market area.

Without limiting the foregoing, some of the statements in the following
referenced sections of this discussion and analysis are forward-looking and are,
therefore, subject to such risks and uncertainties:

1.   Management's  analysis of the interest  rate risk of Winton  Savings as set
     forth under "Asset/Liability Management;"

2.   Management's  discussion of the liquidity of Winton Savings' assets and the
     regulatory  capital of Winton  Savings as set forth  under  "Liquidity  and
     Capital Resources;"

3.   Management's  determination of the amount and adequacy of the allowance for
     loan  losses  as set  forth  under  "Discussion  of  Changes  in  Financial
     Condition from  September 30, 2001 to September 30, 2002," and  "Comparison
     of Results of Operations for the Fiscal Years Ended  September 30, 2002 and
     2001;" and

4.   Management's opinion as to the effects of recent accounting  pronouncements
     as set forth under "Effects of Recent Accounting Pronouncements."
























                                       5
<PAGE>


                          Winton Financial Corporation

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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


Discussion  of  Changes  in  Financial  Condition  from  September  30,  2001 to
September 30, 2002

Winton Financial's consolidated assets totaled $505.7 million at September 30,
2002, an increase of $31.9 million, or 6.7%, over September 30, 2001 levels. The
increase was funded primarily by a $16.0 million increase in deposits, an $11.8
million increase in borrowings and a $3.3 million increase in stockholders'
equity.

Cash and interest-bearing deposits increased during fiscal 2002 by $6.4 million,
or 113.3%, to $12.0 million at September 30, 2002. Investment securities totaled
$13.1 million at September 30, 2002, a decrease of $1.2 million, or 8.2%, from
2001 levels. This decrease resulted from sales and maturities of investment
securities totaling $5.2 million and $6.7 million, respectively, which were
partially offset by purchases of $10.8 million.

Loans receivable, including loans held for sale, increased by $25.7 million, or
5.9%, during fiscal 2002 to a total of $457.0 million. The increase was due to
$315.3 million in new loans originated, which was partially offset by loans sold
of $123.7 million and principal repayments of $161.7 million. Loan origination
volume increased by $78.2 million, or 33.0%, over fiscal 2001. Winton Savings
experienced increased loan origination volume compared to the previous year
primarily as a result of loan refinance activity attendant to the decrease in
interest rates in the economy. The volume of loans sold during fiscal 2002
amounted to $123.7 million, an increase of $20.7 million, or 20.1%, over fiscal
2001. Winton Savings continued its strategy of selling lower yielding fixed-rate
loans in the current low interest rate environment.

The growth in the loan portfolio consisted primarily of a $10.9 million increase
in loans secured by nonresidential real estate and land, a $1.5 million increase
in loans secured by multi-family real estate, a $24.8 million increase in loans
held for sale and a $2.0 million increase in residential construction loans,
which were partially offset by a $2.8 million decrease in loans secured by one-
to four-family residential real estate, a $6.5 million decrease in
nonresidential construction loans and a $3.0 million decline in consumer loans.
Nonresidential real estate lending is generally considered to involve a higher
degree of risk than residential real estate lending due to the relatively larger
loan amounts and the effects of general economic conditions on the successful
operation of the related business and/or income-producing properties. The
Company has endeavored to reduce such risk by evaluating the credit history and
past performance of the borrower, the location of the real estate, the quality
of the borrowers' management, the debt service ratio, the quality and
characteristics of the income stream generated by the business or the property
and appraisals supporting the property's valuation, as applicable.

At September 30, 2002, the allowance for loan losses of Winton Savings totaled
$1.9 million, an increase of $656,000, or 54.9%, over the level maintained at
September 30, 2001. At September 30, 2002, the allowance represented
approximately .42% of the total loan portfolio and 54.4% of total non-performing
loans. As of September 30, 2002, the ratio of total non-performing loans to
total loans amounted to .76% compared to .62% at September 30, 2001.
Nonperforming loans amounted to $3.4 million and $2.7 million at September 30,
2002 and 2001, respectively. At September 30, 2002, nonperforming loans were
comprised primarily of a loan concentration secured by non-residential real
estate totaling $1.8 million and $1.1 million in loans secured by one- to
four-family residential real estate. It is the opinion of management that
nonperforming loans are adequately collateralized and no unreserved losses are
anticipated on nonperforming loans. Although management believes that its
allowance for loan losses at September 30, 2002, was adequate based on the
available facts and circumstances, there can be no assurance that additions to
such allowance will not be necessary in future periods, which could adversely
affect Winton Financial's results of operations.

Deposits totaled $333.0 million at September 30, 2002, an increase of $16.0
million, or 5.1%, over 2001 levels. In the first quarter of fiscal 2002, the
Company sold $8.1 million of deposits to another financial institution.
Exclusive of this sale, deposits increased by $24.1 million during fiscal 2002,
primarily due to consumers seeking safer savings investments as an alternative
to the volatile capital markets and due to management's continuing efforts to




                                       6
<PAGE>


                          Winton Financial Corporation

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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


Discussion of Changes in Financial Condition from September 30, 2001 to
September 30, 2002 (continued)

grow the portfolio through marketing and pricing strategies. The increase was
comprised of an $8.0 million increase in passbook accounts and a $9.5 million
increase in NOW and money market accounts. Certificates of deposit decreased by
$1.4 million from September 30, 2001 levels. However, the mix of certificates
changed as $5.8 million, or 34.1%, of brokered certificates matured and were
replaced with retail certificates. Passbook balances increased as consumers
chose to place funds in our "Prime Savers" product, an account that pays an
ascending rate of interest based on tiered balances. NOW accounts increased
primarily due to the larger balances maintained by title companies as a result
of increased loan volume at year end.

Advances from the FHLB and other borrowings totaled $126.4 million at September
30, 2002, an increase of $11.8 million, or 10.3%, over the amount outstanding at
September 30, 2001. Management used proceeds from advances to fund the sale of
deposits and new loan originations.

Shareholders' equity totaled $40.0 million at September 30, 2002, an increase of
$3.3 million, or 9.1%, over the September 30, 2001 total. The increase resulted
primarily from net earnings of $5.0 million, coupled with $179,000 in proceeds
from the exercise of stock options, which were partially offset by dividends on
common shares totaling $1.6 million and a decrease in the unrealized gain on
investment securities designated as available for sale of $223,000.


Comparison  of Results of  Operations  for the Fiscal Years Ended  September 30,
2002 and 2001

General

Net earnings for the fiscal year ended September 30, 2002, totaled $5.0 million,
a $1.2 million, or 30.3%, increase over the $3.9 million in net earnings
reported for fiscal 2001. The increase in earnings was comprised of a $2.4
million increase in net interest income and a $1.2 million increase in other
income, which were partially offset by a $960,000 increase in the provision for
losses on loans, an $892,000 increase in general, administrative and other
expense and a $586,000 increase in the provision for federal income taxes.

Net Interest Income

Total interest income amounted to $33.9 million for fiscal 2002, a decrease of
$1.7 million, or 4.7%, from fiscal 2001. The decrease resulted primarily from a
67 basis point decrease in the weighted-average yield, to 7.09% in fiscal 2002,
which was partially offset by a $19.8 million, or 4.3%, increase in average
interest earning assets year to year. Interest income on loans and
mortgage-backed securities totaled $32.9 million in fiscal 2002, a decrease of
$1.2 million, or 3.4%, from fiscal 2001. This decrease resulted primarily from a
decrease in yield from 7.91% in fiscal 2001 to 7.32% in fiscal 2002, which was
partially offset by an increase in the average balance outstanding of $18.6
million, or 4.3%. Interest income on investment securities and interest-bearing
deposits totaled $1.1 million, a $486,000, or 31.6%, decrease from fiscal 2001,
due primarily to a decrease in yield from 5.47% in fiscal 2001 to 3.59% in
fiscal 2002, partially offset by an increase in the average balance outstanding
of $1.2 million, or 4.1%, year to year.

Interest expense on deposits totaled $12.3 million for fiscal 2002, a decrease
of $4.1 million, or 24.8%, from fiscal 2001. The decrease resulted primarily
from a decrease in the average cost of deposits from 5.23% in fiscal 2001 to
3.89% in fiscal 2002, which was partially offset by an increase in the average
balance outstanding of $3.2 million, or 1.0%. Interest expense on borrowings
totaled $7.1 million for fiscal 2002, a decrease of $26,000, or 0.4%, from
fiscal 2001, due primarily to a decrease of 65 basis points in the average cost
of borrowings to 5.62% in fiscal 2002, which was partially offset by an increase
in the average balance outstanding of $12.5 million, or 11.0%, year to year.






                                       7
<PAGE>


                          Winton Financial Corporation

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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


Comparison  of Results of  Operations  for the Fiscal Years Ended  September 30,
2002 and 2001 (continued)

Net Interest Income (continued)

The decrease in the yields on interest-earning assets and the costs of
interest-bearing liabilities were due primarily to the decline in interest
rates.

As a result of the foregoing changes in interest income and interest expense,
net interest income increased by $2.4 million, or 20.2%, to $14.5 million for
fiscal 2002, compared to $12.1 million for fiscal 2001. The interest rate spread
increased by 45 basis points, from 2.26% for fiscal 2001 to 2.71% for fiscal
2002. The net interest margin amounted to 3.03% for fiscal 2002, compared to
2.63% for fiscal 2001.

Provision for Losses on Loans

Winton Savings charges a provision for losses on loans to earnings to bring the
total allowance for loan losses to a level considered appropriate by management
based on historical experience, the volume and type of lending conducted by the
Company, the status of past due principal and interest payments, and general
economic conditions, particularly as such conditions relate to the Company's
loan portfolio and market area. As a result of such analysis, management
recorded a $1.3 million provision for losses on loans during the fiscal year
ended September 30, 2002, compared to a provision of $300,000 recorded in the
fiscal 2001 period. Management deemed it prudent to increase the provision due
to the increase in nonperforming loans year to year, net charge-offs of loans
totaling $604,000 recorded during fiscal 2002, growth in the portfolio of loans
secured by nonresidential real estate and the potential impact on the loan
portfolio of a general weakening of the economic environment. There can be no
assurance that the allowance for loan losses of the Company will be adequate to
cover losses on nonperforming assets in the future.

The following tables set forth information regarding delinquent loans,
nonperforming assets and the allowance for loan losses.
<TABLE>
<CAPTION>

                                                                                          September 30,
                                                                                2002                      2001
                                                                                     (Dollars in thousands)
<S>                                                                             <C>                       <C>
Loans delinquent
  30 to 89 days                                                               $4,730                   $11,059
  90 or more days                                                              3,398                     2,744
                                                                               -----                    ------

         Total delinquent loans                                               $8,128                   $13,803
                                                                               =====                    ======

Loans accounted for on nonaccrual basis                                       $  885                   $ 2,428
Loans greater than 90 days delinquent and still accruing                       2,513                       316
                                                                               -----                    ------
         Total nonperforming loans                                             3,398                     2,744
Real estate acquired through foreclosure                                       2,462                       486
                                                                               -----                    ------

         Total nonperforming assets                                           $5,860                   $ 3,230
                                                                               =====                    ======

Allowance for loan losses                                                     $1,850                   $ 1,194
                                                                               =====                    ======

Allowance for loan losses to total loans                                        0.42%                     0.27%
Allowance for loan losses to nonperforming loans                               54.44%                    43.51%
Allowance for loan losses to nonperforming assets                              31.57%                    36.97%
Nonperforming loans to total loans                                              0.76%                     0.62%
</TABLE>


                                       8
<PAGE>


                          Winton Financial Corporation

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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


Comparison  of Results of  Operations  for the Fiscal Years Ended  September 30,
2002 and 2001 (continued)

Provision for Losses on Loans (continued)

While management believes that, based on information currently available, the
allowance for loan losses is sufficient to cover losses inherent in the
Company's loan portfolio at this time, no assurance can be given that the level
of the allowance will be sufficient to cover future loan losses or that future
adjustments to the allowance will not be necessary if economic and/or other
conditions differ substantially from the economic and other conditions
considered by management in evaluating the adequacy of the current level of the
allowance.

Other Income

Other income totaled $3.5 million for the fiscal year ended September 30, 2002,
an increase of $1.2 million, or 50.2%, compared to fiscal 2001, primarily due to
an $899,000, or 63.7%, increase in mortgage banking income, coupled with a
$250,000 gain on sale of deposits and a $25,000 increase in gain on sale of
investment securities. The increase in mortgage banking income can be attributed
primarily to an increase in sales volume year to year.

General, Administrative and Other Expense

General, administrative and other expense totaled $9.2 million for the fiscal
year ended September 30, 2002, an increase of $892,000, or 10.8%, compared to
fiscal 2001. The increase was attributable to a $655,000, or 14.4%, increase in
employee compensation and benefits, a $184,000, or 11.8%, increase in other
operating expense and an $86,000, or 43.0%, increase in advertising expense.
These increases were partially offset by a decrease in occupancy and equipment
of $53,000, or 4.7%. The increase in employee compensation and benefits was due
primarily to normal merit increases and an increase in costs related to the
incentive bonus plans. Other operating expenses increased due to an increase in
legal fees and other costs incurred in connection with delinquent loans and real
estate acquired through foreclosure, an increase in costs related to Internet
banking services and internal audit outsourcing, as well as pro-rata increases
in operating costs due to the Corporation's overall growth in business activity
year to year.

Federal Income Taxes

The provision for federal income taxes totaled $2.5 million for fiscal 2002, an
increase of $586,000, or 30.3%, compared to fiscal 2001. This increase resulted
primarily from the increase in net earnings before taxes of $1.8 million, or
30.3%. Winton Financial's effective tax rates were 33.4% for each of the fiscal
years ended September 30, 2002 and 2001.


















                                       9
<PAGE>


                          Winton Financial Corporation

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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


Comparison  of Results of  Operations  for the Fiscal Years Ended  September 30,
2001 and 2000

General

Net earnings for the fiscal year ended September 30, 2001, totaled $3.9 million,
a $470,000, or 13.9%, increase over the $3.4 million in net earnings reported
for fiscal 2000. The increase in earnings was comprised of a $923,000 increase
in other income and a $361,000 decrease in general, administrative and other
expense, which were partially offset by a $403,000 decrease in net interest
income, a $175,000 increase in the provision for losses on loans and a $236,000
increase in the provision for federal income taxes.

Net Interest Income

Total interest income amounted to $35.6 million for fiscal 2001, a decrease of
$337,000, or .9%, from fiscal 2000. The decrease resulted primarily from a $3.0
million, or .7%, decrease in average interest-earning assets year to year and a
2 basis point decrease in the weighted-average yield, to 7.76% in fiscal 2001.
Interest income on loans and mortgage-backed securities totaled $34.1 million in
fiscal 2001, a decrease of $237,000, or .7%, from fiscal 2000. This decrease
resulted primarily from a $2.4 million, or .6%, decrease in the average balance
outstanding and a decrease in yield from 7.92% in 2000 to 7.91% in fiscal 2001.
Interest income on investment securities and interest-bearing deposits totaled
$1.5 million, a $100,000, or 6.1%, decrease from fiscal 2000, due primarily to a
$646,000 decrease in the average balance outstanding and a decrease in yield
from 5.70% in 2000 to 5.47% in fiscal 2001.

Interest expense on deposits totaled $16.4 million for fiscal 2001, an increase
of $564,000, or 3.6%, over fiscal 2000. The increase resulted primarily from an
increase in the average cost of deposits from 5.08% in fiscal 2000 to 5.23% in
fiscal 2001 and an increase in the average balance outstanding of $1.7 million,
or .5%. Interest expense on borrowings totaled $7.1 million for fiscal 2001, a
decrease of $498,000, or 6.5%, from fiscal 2000, due primarily to a $6.7
million, or 5.6%, decrease in the average balance outstanding and a decrease of
6 basis points in the average cost of borrowings, to 6.27% in fiscal 2001.

As a result of the foregoing changes in interest income and interest expense,
net interest income decreased by $403,000, or 3.2%, to $12.1 million for fiscal
2001, compared to $12.5 million for fiscal 2000. The interest rate spread
declined by 9 basis points, from 2.35% for fiscal 2000 to 2.26% for fiscal 2001.
The net interest margin amounted to 2.63% for fiscal 2001, compared to 2.70% for
fiscal 2000.

Provision for Losses on Loans

As a result of an analysis of historical experience, the volume and type of
lending conducted by the Company, the status of past due principal and interest
payments, and general economic conditions, particularly as such conditions
relate to the Company's loan portfolio, management recorded a $300,000 provision
for losses on loans during the fiscal year ended September 30, 2001, compared to
a provision of $125,000 recorded in the 2000 period. Management deemed it
prudent to increase the provision due to the increase in nonperforming loans
year to year, net charge-offs of loans totaling $106,000 incurred during fiscal
2001, growth in the portfolio of loans secured by nonresidential real estate and
the potential impact on the loan portfolio of a general weakening of the
economic environment.
















                                       10
<PAGE>


                          Winton Financial Corporation

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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


Comparison  of Results of  Operations  for the Fiscal Years Ended  September 30,
2001 and 2000 (continued)

Provision for Losses on Loans (continued)

The following tables set forth information regarding delinquent loans,
nonperforming assets and the allowance for loan losses.
<TABLE>
<CAPTION>
                                                                                          September 30,
                                                                                2001                      2000
                                                                                     (Dollars in thousands)
<S>                                                                             <C>                       <C>
Loans delinquent
  30 to 89 days                                                              $11,059                    $5,018
  90 or more days                                                              2,744                     1,227
                                                                              ------                     -----

         Total delinquent loans                                              $13,803                    $6,245
                                                                              ======                     =====

Loans accounted for on nonaccrual basis                                      $ 2,428                    $1,227
Loans greater than 90 days delinquent and still accruing                         316                        -
                                                                              ------                     -----
         Total nonperforming loans                                             2,744                     1,227
Real estate acquired through foreclosure                                         486                       716
                                                                              ------                     -----

         Total nonperforming assets                                          $ 3,230                    $1,943
                                                                              ======                     =====

Allowance for loan losses                                                    $ 1,194                    $1,000
                                                                              ======                     =====

Allowance for loan losses to total loans                                        0.27%                     0.23%
Allowance for loan losses to nonperforming loans                               43.51%                    81.50%
Allowance for loan losses to nonperforming assets                              36.97%                    51.47%
Nonperforming loans to total loans                                              0.62%                     0.28%
</TABLE>

Other Income

Other income totaled $2.3 million for the fiscal year ended September 30, 2001,
an increase of $923,000, or 66.3%, compared to fiscal 2000, primarily due to a
$661,000, or 88.0%, increase in mortgage banking income, coupled with a $231,000
increase in gain on sale of investment securities and a $29,000 increase in
other operating income. The increase in mortgage banking income can be
attributed primarily to an increase in sales volume year to year.

















                                       11
<PAGE>


                          Winton Financial Corporation

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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


Comparison  of Results of  Operations  for the Fiscal Years Ended  September 30,
2001 and 2000 (continued)

General, Administrative and Other Expense

General, administrative and other expense totaled $8.3 million for the fiscal
year ended September 30, 2001, a decrease of $361,000, or 4.2%, compared to
fiscal 2000. The decrease consisted of declines in advertising expense of
$125,000, or 38.5%, other operating expense of $160,000, or 9.3%, employee
compensation and benefits of $68,000, or 1.5%, and occupancy and equipment
expense of $60,000, or 5.0%. These decreases were partially offset by an
increase in franchise tax expense of $45,000, or 13.6%. During the first quarter
of fiscal 2001, management implemented cost reduction programs which resulted in
the overall decline in expenses. In addition, the Company's controlled growth
resulted in a decreased risk classification and corresponding decline in federal
deposit insurance premiums period to period.

Federal Income Taxes

The provision for federal income taxes was $1.9 million for fiscal 2001, an
increase of $236,000, or 13.9%, compared to fiscal 2000. This increase resulted
primarily from the increase in net earnings before taxes of $706,000, or 13.9%.
Winton Financial's effective tax rates were 33.4% for each of the fiscal years
ended September 30, 2001 and 2000.






































                                       12
<PAGE>




                  AVERAGE BALANCE, YIELD, RATE AND VOLUME DATA

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

The following table sets forth certain information relating to Winton
Financial's average balance sheet information and reflects the average yield on
interest-earning assets and the average cost of interest-bearing liabilities for
the years indicated. Such yields and costs are derived by dividing income or
expense by the average monthly balance of interest-earning assets or
interest-bearing liabilities, respectively, for the years presented. Average
balances are derived from month-end balances, which include nonaccruing loans in
the loan portfolio, net of the allowance for loan losses. Management does not
believe that the use of month-end balances instead of daily balances has caused
any material differences in the information presented.

<TABLE>
<CAPTION>
                                                                               Year ended September 30,
                                                                       2002                                 2001
                                                           Average   Interest                    Average   Interest
                                                       outstanding    earned/     Yield/     outstanding    earned/     Yield/
                                                           balance       paid       rate         balance       paid       rate
                                                                                 (Dollars in thousands)
<S>                                                          <C>         <C>        <C>            <C>        <C>           <C>
Interest-earning assets:
  Loans receivable (1)                                    $443,225    $32,616       7.36%       $420,488    $33,416        7.95%
  Mortgage-backed securities                                 6,252        279       4.46          10,384        653        6.29
  Investment securities                                     14,418        616       4.27          17,913        960        5.36
  Interest-bearing deposits and other                       14,808        434       2.93          10,157        576        5.67
                                                           -------     ------     ------         -------     ------      ------

     Total interest-earning assets                         478,703     33,945       7.09         458,942     35,605        7.76

Non-interest-earning assets                                  9,052                                 9,600
                                                           -------                               -------

     Total assets                                         $487,755                              $468,542
                                                           =======                               =======

Interest-bearing liabilities:
  Deposits                                                $317,227     12,344       3.89        $314,020     16,421        5.23
  FHLB advances and other borrowings                       126,053      7,089       5.62         113,546      7,115        6.27
                                                           -------     ------     ------         -------     ------      ------

     Total interest-bearing liabilities                    443,280     19,433       4.38         427,566     23,536        5.50
                                                                       ------     ------                     ------      ------


Non-interest-bearing liabilities                             5,983                                 5,524
                                                           -------                               -------

     Total liabilities                                     449,263                               433,090

Shareholders' equity                                        38,492                                35,452
                                                           -------                               -------

     Total liabilities and shareholders' equity           $487,755                              $468,542
                                                           =======                               =======

Net interest income/Interest rate spread                              $14,512       2.71%                   $12,069        2.26%
                                                                       ======     ======                     ======      ======

Net interest margin (net interest income as a
  percent of average interest-earning assets)                                       3.03%                                  2.63%
                                                                                  ======                                 ======


Average interest-earning assets to interest-bearing liabilities                   107.99%                                107.34%
                                                                                  ======                                 ======
</TABLE>


<TABLE>
<CAPTION>
                                                          Year ended September 30,
                                                                       2000
                                                           Average   Interest
                                                       outstanding    earned/     Yield/
                                                           balance       paid       rate
                                                              (Dollars in thousands)
<S>                                                          <C>         <C>         <C>
Interest-earning assets:
  Loans receivable (1)                                    $420,024    $33,521       7.98%
  Mortgage-backed securities                                13,241        785       5.93
  Investment securities                                     21,808      1,182       5.42
  Interest-bearing deposits and other                        6,908        454       6.57
                                                           -------     ------     ------

     Total interest-earning assets                         461,981     35,942       7.78

Non-interest-earning assets                                 10,721
                                                           -------

     Total assets                                         $472,702
                                                           =======

Interest-bearing liabilities:
  Deposits                                                $312,338     15,857       5.08
  FHLB advances and other borrowings                       120,239      7,613       6.33
                                                           -------    -------     ------

     Total interest-bearing liabilities                    432,577     23,470       5.43
                                                                       ------     ------


Non-interest-bearing liabilities                             6,912
                                                           -------

     Total liabilities                                     439,489

Shareholders' equity                                        33,213
                                                           -------

     Total liabilities and shareholders' equity           $472,702
                                                           =======

Net interest income/Interest rate spread                              $12,472       2.35%
                                                                       ======     ======

Net interest margin (net interest income as a
  percent of average interest-earning assets)                                       2.70%
                                                                                  ======


Average interest-earning assets to interest-bearing liabilities                   106.80%
                                                                                  ======
</TABLE>

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

(1)     Includes loans held for sale and nonaccrual loans.



                                       13
<PAGE>
                          Winton Financial Corporation

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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


Rate/Volume Table

The table below describes the extent to which changes in interest rates and
changes in volume of interest-earning assets and interest-bearing liabilities
have affected Winton Financial's interest income and expense during the periods
indicated. For each category of interest-earning assets and interest-bearing
liabilities, information is provided on changes attributable to (i) changes in
volume (change in volume multiplied by prior year rate), (ii) changes in rate
(change in rate multiplied by prior year volume) and (iii) total changes in rate
and volume. The combined effects of changes in both volume and rate, which
cannot be separately identified, have been allocated proportionately to the
change due to volume and the change due to rate.
<TABLE>
<CAPTION>
                                                                           Year ended September 30,
                                                             2002 vs. 2001                          2001 vs. 2000
                                                               Increase                               Increase
                                                              (decrease)                             (decrease)
                                                                due to                                 due to
                                                     Volume       Rate      Total          Volume       Rate      Total
                                                                                (In thousands)
<S>                                                   <C>         <C>         <C>             <C>        <C>       <C>
Interest income attributable to:
  Loans receivable (1)                               $1,750    $(2,550)    $ (800)           $ 37      $(142)     $(105)
  Mortgage-backed securities                           (216)      (158)      (374)           (178)        46       (132)
  Investment securities                                (168)      (176)      (344)           (209)       (13)      (222)
  Other interest-earning assets (2)                     202       (344)      (142)            191        (69)       122
                                                      -----     ------      -----             ---       ----       ----
     Total interest income                            1,568     (3,228)    (1,660)           (159)      (178)      (337)

Interest expense attributable to:
  Deposits                                              166     (4,243)    (4,077)             85        479        564
  Borrowings                                            742       (768)       (26)           (420)       (78)      (498)
                                                      -----     ------      -----             ---       ----       ----
     Total interest expense                             908     (5,011)    (4,103)           (335)       401         66
                                                      -----     ------      -----             ---       ----       ----

Increase (decrease) in net interest income           $  660    $ 1,783     $2,443            $176      $(579)     $(403)
                                                      =====     ======      =====             ===       ====       ====
</TABLE>

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

(1)  Includes loans held for sale.

(2)  Includes interest-bearing deposits.
















                                       14
<PAGE>


                          Winton Financial Corporation

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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


Asset/Liability Management

Winton Financial's earnings depend primarily upon its net interest income, which
is the difference between its interest income on interest-earning assets, such
as mortgage loans, investment securities and mortgage-backed securities, and its
interest expense paid on interest-bearing liabilities, consisting of deposits
and borrowings. As market interest rates change, asset yields and liability
costs do not change simultaneously. Due to maturity, repricing and timing
differences between interest-earning assets and interest-bearing liabilities,
Winton Financial's earnings will be affected differently under various interest
rate scenarios. Management believes that the steps which Winton Financial has
taken in asset/liability management may reduce the overall vulnerability of
Winton Financial's interest rate risk. Winton Financial's principal financial
objective is to enhance long-term profitability while reducing exposure to
increases in interest rates. To accomplish this objective, Winton Financial has
formulated an asset and liability management policy, the principal elements of
which are (1) to emphasize the origination of adjustable-rate mortgage loans,
(2) to maintain an investment portfolio with a relatively short term to
maturity, (3) to meet the consumer preference for fixed-rate loans in periods of
low interest rates by selling the preponderance of such loans in the secondary
market, and (4) to lengthen the maturities of liabilities to the extent
practicable by marketing longer term certificates of deposit. In order to better
compete for deposits, however, Winton Savings has offered market-sensitive
certificates of deposit, which result in increased interest expense in rising
rate environments. Because interest-rate-sensitive liabilities continue to
exceed interest-rate-sensitive assets, subject to repricing within a three-year
time frame, Winton Savings would be negatively affected by a rising or
protracted high interest rate environment and would be beneficially affected by
a declining interest rate environment. At September 30, 2002, approximately
$172.3 million, or 34.8%, of Winton Savings' portfolio of interest-earning
assets had adjustable rates.

The management and Board of Directors of Winton Savings attempt to manage Winton
Savings' exposure to interest rate risk (the sensitivity of an institution's
earnings and net asset values to changes in interest rates) in a manner to
maintain the market value of portfolio equity within the limits established by
the Board of Directors, assuming a permanent and instantaneous parallel shift in
interest rates. As a part of its effort to monitor its interest rate risk,
Winton Savings utilizes the "net portfolio value" ("NPV") methodology to assess
its exposure to interest rate risk. Generally, NPV is the discounted present
value of the difference between incoming cash flows on interest-earning and
other assets and outgoing cash flows on interest-bearing liabilities. The
application of the methodology attempts to quantify interest rate risk as the
change in the NPV which would result from a theoretical 200 basis point (100
basis points equals 1%) change in market interest rates. Both a 200 basis point
increase in market interest rates and a 200 basis point decrease in market
interest rates are considered.

The following tables express an analysis of interest rate risk as measured by
the change in the NPV ratio for instantaneous and sustained parallel shifts of
100-300 basis points in market interest rates.
<TABLE>
<CAPTION>

                                           Board limit
       Change in interest rate              NPV Ratio              September 30, 2002           September 30, 2001
                (Basis Points)            not less than                 NPV Ratio                    NPV Ratio
<S>                                            <C>                       <C>                            <C>
                  +300                        4.00%                     7.40%                          4.82%
                  +200                        6.00                      8.42                           6.37
                  +100                        6.50                      9.27                           7.84
                    -                         7.00                      9.71                           9.11
                  -100                        7.50                      9.77                           9.89
                  -200                        8.00                       N/A                          10.45
                  -300                        8.50                       N/A                          12.15
</TABLE>





                                       15
<PAGE>


                          Winton Financial Corporation

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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


Asset and Liability Management (continued)

As illustrated in the table, the Company's NPV is more sensitive to rising rates
than declining rates. Such difference in sensitivity occurs principally because,
as rates rise, borrowers do not prepay fixed-rate loans as quickly as they do
when interest rates are declining. Thus, in a rising interest rate environment,
the amount of interest Winton Savings would receive on its loans would increase
relatively slowly as loans are slowly prepaid and new loans at higher rates are
made. Moreover, the interest Winton Savings would pay on its deposits would
increase rapidly because Winton Savings' deposits generally have shorter periods
to repricing.

As with any method of measuring interest rate risk, certain shortcomings are
inherent in the NPV approach. For example, although certain assets and
liabilities may have similar maturities or periods of repricing, they may react
in different degrees to changes in market interest rates. Also, the interest
rates on certain types of assets and liabilities may fluctuate in advance of
changes in market interest rates, while interest rates on other types may lag
behind changes in market rates. Further, in the event of a change in interest
rates, expected rates of prepayment on loans and mortgage-backed securities, and
early withdrawal levels from certificates of deposit, would likely deviate
significantly from those assumed in making the risk calculations.

In the event that interest rates rise, Winton Savings' net interest income could
be expected to be negatively affected. Moreover, rising interest rates could
negatively affect Winton Savings' earnings due to diminished loan demand.


Liquidity and Capital Resources

Winton Savings, like other financial institutions, is required under applicable
federal regulations to maintain sufficient funds to meet deposit withdrawals,
loan commitments and expenses. Control of the Company's cash flow requires the
anticipation of deposit flows and loan payments. The Company's primary sources
of funds are deposits, borrowings, principal and interest repayments on loans
and proceeds from the sale of mortgage loans.

At September 30, 2002, Winton Savings had $159.6 million of certificates of
deposit maturing within one year. It has been the Company's historic experience
that such certificates of deposit will be renewed at the Company's market rates
of interest. It is management's belief that maturing certificates of deposit
over the next year will similarly be renewed at market rates of interest without
a material adverse effect on results of operations.

In the event that certificates of deposit cannot be renewed at prevailing market
rates, the Company can obtain additional advances from the FHLB of Cincinnati.
At September 30, 2002, the Company had $124.4 million of outstanding FHLB
advances. The Company has also utilized brokered deposits as a supplement to its
local deposits when such funds are attractively priced in relation to the local
market. As of September 30, 2002, the Company had $11.2 million in brokered
deposits.


















                                       16
<PAGE>


                          Winton Financial Corporation

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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


Liquidity and Capital Resources (continued)

The Company's liquidity, represented by cash and cash-equivalents, is a function
of its operating, investing and financing activities. These activities are
summarized below for the periods indicated.

<TABLE>
<CAPTION>
                                                                          For the year ended September 30,
                                                                         2002              2001           2000
                                                                                     (In thousands)
<S>                                                                      <C>               <C>            <C>
Net earnings                                                          $ 5,023            $3,855         $3,385
Adjustments to reconcile net earnings to net
  cash provided by (used in) operating activities                     (23,306)           (2,823)         1,317
                                                                       ------             -----          -----
Net cash provided by (used in) operating activities                   (18,283)            1,032          4,702
Net cash used in investing activities                                  (2,352)           (2,433)          (534)
Net cash provided by (used in) financing activities                    26,991             4,987         (4,226)
                                                                       ------             -----          -----
Net increase (decrease) in cash and
  cash equivalents                                                      6,356             3,586            (58)
Cash and cash equivalents at beginning of year                          5,609             2,023          2,081
                                                                       ------             -----          -----
Cash and cash equivalents at end of year                              $11,965            $5,609         $2,023
                                                                       ======             =====          =====
</TABLE>

Winton Financial believes that the Company's liquidity posture at September 30,
2002, is adequate to meet outstanding loan commitments and other cash
requirements.

Winton Savings is subject to minimum capital standards promulgated by the OTS.
Such capital standards generally require the maintenance of regulatory capital
sufficient to meet each of the following three requirements: the tangible
capital requirement, the core capital requirement and the risk-based capital
requirement. At September 30, 2002, Winton Savings' tangible capital of $41.1
million, or 8.1% of adjusted total assets, exceeded the 1.5% requirement by
$33.5 million; its core capital of $41.1 million, or 8.1% of adjusted total
assets, exceeded the minimum 4.0% requirement by $20.9 million; and its
risk-based capital of $42.9 million, or 12.0% of risk-weighted assets, exceeded
the 8% requirement by $14.2 million.


Effects of Recent Accounting Pronouncements

In June 2001, the Financial Accounting Standards Board (the "FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 142 "Goodwill and
Intangible Assets," which prescribes accounting for all purchased goodwill and
intangible assets. Pursuant to SFAS No. 142, acquired goodwill is not amortized,
but is tested for impairment at the reporting unit level annually and whenever
an impairment indicator arises.

An acquired intangible asset, other than goodwill, should be amortized over its
useful economic life. The useful life of an intangible asset is indefinite if it
extends beyond the foreseeable horizon. If an asset's life is indefinite, the
asset should not be amortized until the life is determined to be finite.
Intangible assets being amortized should be tested for impairment in accordance
with SFAS No. 121. Intangible assets not being amortized should be tested for
impairment annually and whenever there are indicators of impairment, by
comparing the asset's fair value to its carrying amount.

SFAS No. 142 is effective for fiscal years beginning after December 15, 2001.
Management adopted SFAS No. 142 effective October 1, 2002, as required, without
material effect on the Corporation's financial position or results of
operations.




                                       17
<PAGE>


                          Winton Financial Corporation

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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


Effects of Recent Accounting Pronouncements (continued)

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." SFAS No. 144 carries over the recognition and
measurement provisions in SFAS No. 121. Accordingly, an entity must recognize an
impairment loss if the carrying value of a long-lived asset or asset group (a)
is not recoverable and (b) exceeds its fair value. Similar to SFAS No. 121, SFAS
No. 144 requires an entity to test an asset or asset group for impairment
whenever events or changes in circumstances indicate that its carrying amount
may not be recoverable. SFAS No. 144 differs from SFAS No. 121 in that it
provides guidance on estimating future cash flows to test recoverability. An
entity may use either a probability-weighted approach or best-estimate approach
in developing estimates of cash flows to test recoverability. SFAS No. 144 is
effective for financial statements issued for fiscal years beginning after
December 15, 2001 and interim periods within those fiscal years. Management
adopted SFAS No. 144 effective October 1, 2002, without material effect on the
Corporation's financial condition or results of operations.

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." SFAS No. 146 provides financial accounting
and reporting guidance for costs associated with exit or disposal activities,
including one-time termination benefits, contract termination costs other than
for a capital lease, and costs to consolidate facilities or relocate employees.
SFAS No. 146 is effective for exit or disposal activities initiated after
December 31, 2002. SFAS No. 146 is not expected to have a material effect on the
Corporation's financial condition or results of operations.

In October 2002, the FASB issued SFAS No. 147, "Accounting for Certain Financial
Institutions:  An Amendment of FASB Statements No. 72 and 144 and FASB
Interpretation No. 9," which removes acquisitions of financial institutions
from the scope of SFAS No. 72, "Accounting for Certain Acquisitions of Banking
and Thrift Institutions," except for transactions between mutual enterprises.
Accordingly, the excess of the fair value of liabilities assumed over the fair
value of tangible and intangible assets acquired in a business combination
should be recognized and accounted for as goodwill in accordance with SFAS No.
141, "Business Combinations," and SFAS No. 142, "Goodwill and Other Intangible
Assets."

SFAS No. 147 also requires that the acquisition of a less-than-whole financial
institution, such as a branch, be accounted for as a business combination if the
transferred assets and activities constitute a business. Otherwise, the
acquisition should be accounted for as the acquisition of net assets.

SFAS No. 147 also amends the scope of SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets," to include long-term customer
relationship assets of financial institutions (including mutual enterprises)
such as depositor- and borrower-relationship intangible assets and credit
cardholder intangible assets.

The provisions of SFAS No. 147 related to unidentifiable intangible assets and
the acquisition of a less-than-whole financial institution are effective for
acquisitions for which the date of acquisition is on or after October 1, 2002.
The provisions related to impairment of long-term customer relationship assets
are effective October 1, 2002. Transition provisions for previously recognized
unidentifiable intangible assets are effective on October 1, 2002, with earlier
application permitted.

Management adopted SFAS No. 147 on October 1, 2002 without material effect on
the Corporation's financial condition or results of operations.

The foregoing discussion of the effects of recent accounting pronouncements
contains forward-looking statements that involve risks and uncertainties.
Changes in economic circumstances or interest rates could cause the effects of
the accounting pronouncements to differ from management's foregoing assessment.





                                       18
<PAGE>


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors
Winton Financial Corporation

We have audited the accompanying consolidated statements of financial condition
of Winton Financial Corporation as of September 30, 2002 and 2001, and the
related consolidated statements of earnings, comprehensive income, shareholders'
equity and cash flows for each of the years in the three year period ended
September 30, 2002. These consolidated financial statements are the
responsibility of the Corporation's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Winton Financial
Corporation as of September 30, 2002 and 2001, and the results of its operations
and its cash flows for each of the years in the three year period ended
September 30, 2002, in conformity with accounting principles generally accepted
in the United States of America.


/s/GRANT THORNTON LLP

Cincinnati, Ohio
November 5, 2002


















                                       19
<PAGE>

                          Winton Financial Corporation

<TABLE>
<CAPTION>

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

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


                                                                                                        September 30,
         ASSETS                                                                                     2002             2001
                                                                                                       (In thousands)
<S>                                                                                                <C>               <C>
Cash and due from banks                                                                         $  1,263         $  1,877
Interest-bearing deposits in other financial institutions                                         10,702            3,732
                                                                                                 -------          -------
         Cash and cash equivalents                                                                11,965            5,609

Investment securities available for sale - at market                                              13,095           14,263
Mortgage-backed securities available for sale - at market                                            197              262
Mortgage-backed securities held to maturity - at amortized cost, approximate market
  value of $5,685 and $6,936 at September 30, 2002 and 2001, respectively                          5,761            7,036
Loans receivable - net                                                                           428,367          427,485
Loans held for sale - at lower of cost or market                                                  28,610            3,839
Office premises and equipment - at depreciated cost                                                3,571            3,247
Real estate acquired through foreclosure                                                           2,462              486
Federal Home Loan Bank stock - at cost                                                             7,828            7,458
Accrued interest receivable                                                                        2,867            3,205
Prepaid expenses and other assets                                                                    523              667
Intangible assets - net of amortization                                                              158              219
Prepaid federal income taxes                                                                         297               -
                                                                                                 -------          -------

        Total assets                                                                            $505,701         $473,776
                                                                                                 =======          =======

        LIABILITIES AND SHAREHOLDERS' EQUITY

Deposits                                                                                        $332,995         $316,960
Advances from the Federal Home Loan Bank                                                         124,427          112,668
Other borrowed money                                                                               2,000            2,000
Accounts payable on mortgage loans serviced for others                                               675              682
Advance payments by borrowers for taxes and insurance                                              1,830            1,409
Other liabilities                                                                                  2,091            1,570
Accrued federal income taxes                                                                          -                25
Deferred federal income taxes                                                                      1,667            1,772
                                                                                                 -------          -------
         Total liabilities                                                                       465,685          437,086

Commitments                                                                                           -                -

Shareholders' equity
  Preferred stock - 2,000,000 shares without par value authorized; no shares issued                   -                -
  Common stock - 18,000,000 shares without par value authorized; 4,465,054 and
    4,438,014 shares issued at September 30, 2002 and 2001, respectively                              -                -
  Additional paid-in capital                                                                      10,321           10,142
  Retained earnings                                                                               29,360           25,985
  Treasury stock, 500 shares at September 30, 2002 - at cost                                          (5)              -
  Accumulated comprehensive income, unrealized gains on securities designated as
    available for sale, net of related tax effects                                                   340              563
                                                                                                 -------          -------
        Total shareholders' equity                                                                40,016           36,690
                                                                                                 -------          -------

        Total liabilities and shareholders' equity                                              $505,701         $473,776
                                                                                                 =======          =======
</TABLE>



The accompanying notes are an integral part of these statements.

                                       20
<PAGE>


                          Winton Financial Corporation
<TABLE>
<CAPTION>

                       CONSOLIDATED STATEMENTS OF EARNINGS

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


                                                                                            Year ended September 30,
                                                                                      2002            2001           2000
                                                                                        (In thousands, except share data)
<S>                                                                                  <C>              <C>             <C>
Interest income
  Loans                                                                            $32,616         $33,416        $33,521
  Mortgage-backed securities                                                           279             653            785
  Investment securities                                                                616             960          1,182
  Interest-bearing deposits and other                                                  434             576            454
                                                                                    ------          ------         ------
         Total interest income                                                      33,945          35,605         35,942

Interest expense
  Deposits                                                                          12,344          16,421         15,857
  Borrowings                                                                         7,089           7,115          7,613
                                                                                    ------          ------         ------
         Total interest expense                                                     19,433          23,536         23,470
                                                                                    ------          ------         ------

         Net interest income                                                        14,512          12,069         12,472

Provision for losses on loans                                                        1,260             300            125
                                                                                    ------          ------         ------

         Net interest income after provision for losses on loans                    13,252          11,769         12,347

Other income
  Mortgage banking income                                                            2,311           1,412            751
  Gain on sale of investment securities designated as available for sale               264             239              8
  Gain on sale of deposits                                                             250              -              -
  Loss on sale of real estate acquired through foreclosure                             (11)             -              (2)
  Other operating                                                                      665             665            636
                                                                                    ------          ------         ------
         Total other income                                                          3,479           2,316          1,393

General, administrative and other expense
  Employee compensation and benefits                                                 5,211           4,556          4,624
  Occupancy and equipment                                                            1,082           1,135          1,195
  Franchise taxes                                                                      383             375            330
  Amortization of intangible assets                                                     61              61             61
  Advertising                                                                          286             200            325
  Data processing                                                                      423             411            404
  Other operating                                                                    1,739           1,555          1,715
                                                                                    ------          ------         ------
         Total general, administrative and other expense                             9,185           8,293          8,654
                                                                                    ------          ------         ------

         Earnings before income taxes                                                7,546           5,792          5,086

Federal income taxes
  Current                                                                            2,472           1,941          1,590
  Deferred                                                                              51              (4)           111
                                                                                    ------          ------         ------
         Total federal income taxes                                                  2,523           1,937          1,701
                                                                                    ------          ------         ------

         NET EARNINGS                                                              $ 5,023         $ 3,855        $ 3,385
                                                                                    ======          ======         ======

         EARNINGS PER SHARE
           Basic                                                                     $1.13            $.87           $.77
                                                                                      ====             ===            ===

           Diluted                                                                   $1.10            $.85           $.74
                                                                                      ====             ===            ===
</TABLE>



The accompanying notes are an integral part of these statements.

                                       21

<PAGE>


                          Winton Financial Corporation
<TABLE>
<CAPTION>

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

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


                                                                                            Year ended September 30,
                                                                                      2002            2001           2000
                                                                                                 (In thousands)
<S>                                                                                   <C>             <C>             <C>
Net earnings                                                                        $5,023          $3,855         $3,385

Other comprehensive income (loss), net of tax:
  Unrealized holding gains (losses) on securities during
    the period, net of taxes (benefits) of $(25), $144 and $(81) in
    2002, 2001 and 2000, respectively                                                  (49)            280           (158)

 Reclassification adjustment for realized gains
    included in earnings, net of tax of $90, $81 and $3 in
    2002, 2001 and 2000, respectively                                                 (174)           (158)            (5)
                                                                                     -----           -----          -----

Comprehensive income                                                                $4,800          $3,977         $3,222
                                                                                     =====           =====          =====

Accumulated comprehensive income                                                    $  340          $  563         $  441
                                                                                     =====           =====          =====
</TABLE>




































The accompanying notes are an integral part of these statements.

                                       22

<PAGE>


                          Winton Financial Corporation

<TABLE>
<CAPTION>

                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

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


                                                                                                  Unrealized
                                                                                                    gains on
                                                        Additional                                securities
                                               Common      paid-in      Retained     Treasury      available
                                                stock      capital      earnings        stock       for sale        Total
                                                                        (In thousands, except share data)
<S>                                              <C>         <C>            <C>          <C>            <C>          <C>
Balance at October 1, 1999                       $ -       $ 9,917       $21,619         $ -            $604      $32,140

Proceeds from exercise of
  stock options                                    -            55            -            -              -            55
Net earnings for the year
  ended September 30, 2000                         -            -          3,385           -              -         3,385
Unrealized losses on securities
  designated as available for
  sale, net of related tax effects                 -            -             -            -            (163)        (163)
Cash dividends of $.32 per share                   -            -         (1,411)          -              -        (1,411)
                                                  ---       ------        ------          ---            ---       ------

Balance at September 30, 2000                      -         9,972        23,593           -             441       34,006

Proceeds from exercise of
   stock options                                   -           170            -            -              -           170
Net earnings for the year
  ended September 30, 2001                         -            -          3,855           -              -         3,855
Unrealized gains on securities
  designated as available for
  sale, net of related tax effects                 -            -             -            -             122          122
Cash dividends of $.33 per share                   -            -         (1,463)          -              -        (1,463)
                                                  ---       ------        ------          ---            ---       ------

Balance at September 30, 2001                      -        10,142        25,985           -             563       36,690

Proceeds from exercise of
  stock options                                    -           179            -            -              -           179
Purchase of treasury shares                        -            -             -            (5)            -            (5)
Net earnings for the year
  ended September 30, 2002                         -            -          5,023           -              -         5,023
Unrealized losses on securities
  designated as available for
  sale, net of related tax effects                 -            -             -            -            (223)        (223)
Cash dividends of $.37 per share                   -            -         (1,648)          -              -        (1,648)
                                                  ---       ------        ------          ---            ---       ------

Balance at September 30, 2002                    $ -       $10,321       $29,360         $ (5)          $340      $40,016
                                                  ===       ======        ======          ===            ===       ======
</TABLE>






The accompanying notes are an integral part of these statements.

                                       23

<PAGE>

                          Winton Financial Corporation

<TABLE>
<CAPTION>
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

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

                                                                                            Year ended September 30,
                                                                                      2002            2001           2000
                                                                                                 (In thousands)
<S>                                                                                   <C>             <C>            <C>
Cash flows from operating activities:
  Net earnings for the year                                                       $  5,023        $  3,855       $  3,385
  Adjustments to reconcile net earnings to net
  cash provided by (used in) operating activities:
    Amortization of premiums on investments and
      mortgage-backed securities                                                        87              83             54
    Amortization of deferred loan origination fees                                    (188)            (82)           (50)
    Depreciation and amortization                                                      433             457            530
    Amortization of intangible assets                                                   61              61             61
    Gain on sale of deposits                                                          (250)             -              -
    Gain on sale of investment securities designated as available for sale            (264)           (239)            (8)
    Loss on sale of real estate acquired through foreclosure                            11              -               2
    Provision for losses on loans                                                    1,260             300            125
    Gain on sale of mortgage loans                                                  (1,936)         (1,159)          (398)
    Loans disbursed for sale in the secondary market                              (148,445)       (105,264)       (49,797)
    Proceeds from sale of loans in the secondary market                            125,610         104,127         51,144
    Federal Home Loan Bank stock dividends                                            (370)           (517)          (473)
    Increase (decrease) in cash due to changes in:
      Accrued interest receivable                                                      338              40            (18)
      Prepaid expenses and other assets                                                144            (165)           (69)
      Accounts payable on mortgage loans serviced for others                            (7)           (104)           (52)
      Other liabilities                                                                521            (108)          (312)
      Federal income taxes
        Current                                                                       (362)           (249)           467
        Deferred                                                                        51              (4)           111
                                                                                   -------         -------        -------
         Net cash provided by (used in) operating activities                       (18,283)          1,032          4,702

Cash flows provided by (used in) investing activities:
  Proceeds from maturity of investment securities                                    6,675           9,650          3,100
  Proceeds from sale of investment securities designated as available for sale       5,179          11,088          1,500
  Purchase of investment securities designated as held to maturity                      -               -          (1,255)
  Purchase of investment securities designated as available for sale               (10,815)        (14,590)        (1,250)
  Proceeds from sale of mortgage-backed securities designated as
    available for sale                                                               1,927              -              -
  Principal repayments on mortgage-backed securities                                 2,310           5,274          1,301
  Purchase of mortgage-backed securities designated as available for sale           (1,917)             -              -
  Purchase of mortgage-backed securities designated as held to maturity             (1,013)             -              -
  Loan principal repayments                                                        161,748         118,004         96,794
  Loan disbursements                                                              (166,841)       (131,829)      (101,042)
  Proceeds from sale of loan participations                                          1,100              -             903
  Purchase and renovation of office premises and equipment                            (739)           (268)          (222)
  Proceeds from sale of real estate acquired through foreclosure                        34             241            180
  Additions to real estate acquired through foreclosure                                 -               (3)            -
  Purchase of Federal Home Loan Bank stock                                              -               -            (543)
                                                                                   -------         -------        -------
         Net cash used in investing activities                                      (2,352)         (2,433)          (534)
                                                                                   -------         -------        -------

         Net cash provided by (used in) operating and investing
           activities (subtotal carried forward)                                   (20,635)         (1,401)         4,168
                                                                                   -------         -------        -------
</TABLE>




                                       24
<PAGE>


                          Winton Financial Corporation

<TABLE>
<CAPTION>
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

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


                                                                                            Year ended September 30,
                                                                                      2002            2001           2000
                                                                                                 (In thousands)
<S>                                                                                   <C>             <C>             <C>
         Net cash provided by (used in) operating and investing
           activities (balance brought forward)                                   $(20,635)        $(1,401)       $ 4,168

Cash flows provided by (used in) financing activities:
  Net increase (decrease) in deposit accounts, including purchased deposits         24,091           7,071         (2,183)
  Sale of deposit accounts                                                          (7,806)             -              -
  Proceeds from Federal Home Loan Bank advances and other borrowings                95,500          67,000         64,350
  Repayment of Federal Home Loan Bank advances                                     (83,741)        (68,052)       (65,162)
  Advances by borrowers for taxes and insurance                                        421             261            125
  Proceeds from exercise of stock options                                              179             170             55
  Dividends paid on common stock                                                    (1,648)         (1,463)        (1,411)
  Purchase of treasury shares                                                           (5)             -              -
                                                                                   -------          ------         ------
         Net cash provided by (used in) financing activities                        26,991           4,987         (4,226)
                                                                                   -------          ------         ------

Net increase (decrease) in cash and cash equivalents                                 6,356           3,586            (58)

Cash and cash equivalents at beginning of year                                       5,609           2,023          2,081
                                                                                   -------          ------         ------

Cash and cash equivalents at end of year                                          $ 11,965         $ 5,609        $ 2,023
                                                                                   =======          ======         ======


Supplemental disclosure of cash flow information:
  Cash paid during the year for:
    Federal income taxes                                                          $  2,792         $ 1,870        $ 1,117
                                                                                   =======          ======         ======

    Interest on deposits and borrowings                                           $ 19,566         $23,602        $23,407
                                                                                   =======          ======         ======

Supplemental disclosure of noncash investing activities:
  Transfers from loans to real estate acquired through foreclosure                $  2,039         $    26        $   424
                                                                                   =======          ======         ======

  Issuance of mortgage loans upon sale of real estate
    acquired through foreclosure                                                  $     50         $   171        $   152
                                                                                   =======          ======         ======

  Unrealized gains (losses) on securities designated as
    available for sale, net of related tax effects                                $   (223)        $   122        $  (163)
                                                                                   =======          ======         ======

  Recognition of mortgage servicing rights in
    accordance with SFAS No. 140                                                  $    364         $    84        $    64
                                                                                   =======          ======         ======

  Transfer of investment securities held to maturity to an available
    for sale classification upon adoption of SFAS No. 133                         $     -          $14,002        $    -
                                                                                   =======          ======         ======
</TABLE>




The accompanying notes are an integral part of these statements.

                                       25

<PAGE>
                         Winton Financial Corporation


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    Winton Financial Corporation ("Winton Financial" or the "Corporation") is a
    savings and loan holding company whose activities are primarily limited to
    holding the stock of The Winton Savings and Loan Co. ("Winton Savings" or
    the "Company"). The Company conducts a general banking business in
    southwestern Ohio, which consists of attracting deposits from the general
    public and applying those funds to the origination of loans for residential,
    consumer and nonresidential purposes. The Company's profitability is
    significantly dependent on its net interest income, which is the difference
    between interest income generated from interest-earning assets (i.e. loans
    and investments) and the interest expense paid on interest-bearing
    liabilities (i.e. customer deposits and borrowed funds). Net interest income
    is affected by the relative amount of interest-earning assets and
    interest-bearing liabilities and the interest received or paid on these
    balances. The level of interest rates paid or received by the Company can be
    significantly influenced by a number of environmental factors, such as
    governmental monetary policy, that are outside of management's control.

    The financial information presented herein has been prepared in accordance
    with accounting principles generally accepted in the United States of
    America ("U.S. GAAP") and general accounting practices within the financial
    services industry. In preparing consolidated financial statements in
    accordance with U.S. GAAP, management is required to make estimates and
    assumptions that affect the reported amounts of assets and liabilities and
    the disclosure of contingent assets and liabilities at the date of the
    consolidated financial statements and revenues and expenses during the
    reporting period. Actual results could differ from such estimates.

    The following is a summary of the significant accounting policies which have
    been consistently applied in the preparation of the accompanying
    consolidated financial statements.

    1.  Principles of Consolidation

    The consolidated financial statements include the accounts of the
    Corporation and the Company. All significant intercompany balances and
    transactions have been eliminated in the accompanying consolidated financial
    statements.

    2.  Investment Securities and Mortgage-Backed Securities

    The Corporation accounts for investment and mortgage-backed securities in
    accordance with Statement of Financial Accounting Standards ("SFAS") No.
    115, "Accounting for Certain Investments in Debt and Equity Securities."
    SFAS No. 115 requires that investments be categorized as held-to-maturity,
    trading, or available for sale. Securities classified as held-to-maturity
    are carried at cost only if the Corporation has the positive intent and
    ability to hold these securities to maturity. Trading securities and
    securities available for sale are carried at fair value with resulting
    unrealized gains or losses recorded to operations or shareholders' equity,
    respectively. Investment and mortgage-backed securities are classified as
    held-to-maturity or available for sale upon acquisition.

    Realized gains and losses on the sale of investment and mortgage-backed
    securities are recognized using the specific identification method.













                                       26
<PAGE>


                          Winton Financial Corporation


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

    3.  Loans Receivable

    Loans held in portfolio are stated at the principal amount outstanding,
    adjusted for deferred loan origination fees, the allowance for loan losses
    and premiums and discounts on loans purchased and sold. Premiums and
    discounts on loans purchased and sold are amortized and accreted to
    operations using the interest method over the average life of the underlying
    loans.

    Interest is accrued as earned unless the collectibility of the loan is in
    doubt. Uncollectible interest on loans that are contractually past due is
    charged off, or an allowance is established based on management's periodic
    evaluation. The allowance is established by a charge to interest income
    equal to all interest previously accrued, and income is subsequently
    recognized only to the extent that cash payments are received until, in
    management's judgment, the borrower's ability to make periodic interest and
    principal payments has returned to normal, in which case the loan is
    returned to accrual status. If the ultimate collectibility of principal is
    in doubt, in whole or in part, all payments received on nonaccrual loans are
    applied to reduce principal until such doubt is eliminated.

    Loans held for sale are carried at the lower of cost or market, determined
    in the aggregate. In computing cost, deferred loan origination fees are
    deducted from the principal balances of the related loans. At September 30,
    2002 and 2001, loans held for sale were carried at cost.

    Winton Savings accounts for mortgage servicing rights pursuant to the
    provisions of SFAS No. 140, "Accounting for Transfers and Servicing of
    Financial Assets and Extinguishments of Liabilities," which requires that
    Winton Savings recognize as separate assets, rights to service mortgage
    loans for others, regardless of how those servicing rights are acquired. An
    institution that acquires mortgage servicing rights through either the
    purchase or origination of mortgage loans and sells those loans with
    servicing rights retained must allocate some of the cost of the loans to
    mortgage servicing rights.

    SFAS No. 140 requires that capitalized mortgage servicing rights and
    capitalized excess servicing receivables be assessed for impairment.
    Impairment is measured based on fair value. The mortgage servicing rights
    recorded by the Company, calculated in accordance with the provisions of
    SFAS No. 140, were segregated into pools for valuation purposes, using as
    pooling criteria the loan term and coupon rate. Once pooled, each grouping
    of loans was evaluated on a discounted earnings basis to determine the
    present value of future earnings that a purchaser could expect to realize
    from each portfolio. Earnings were projected from a variety of sources
    including loan servicing fees, interest earned on float, net interest earned
    on escrows, miscellaneous income, and costs to service the loans. The
    present value of future earnings is the "economic" value for the pool, i.e.,
    the net realizable present value to an acquirer of the acquired servicing.

    The Company recorded amortization related to mortgage servicing rights
    totaling approximately $299,000, $164,000 and $81,000 for the years ended
    September 30, 2002, 2001 and 2000, respectively. At September 30, 2002, the
    fair value and carrying value of the Company's mortgage servicing rights
    totaled approximately $923,000 and $724,000, respectively. At September 30,
    2001, the fair value and carrying value of the Company's mortgage servicing
    rights totaled approximately $892,000 and $659,000, respectively.








                                       27
<PAGE>


                          Winton Financial Corporation


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

    4.  Loan Origination and Commitment Fees

    The Company accounts for loan origination fees in accordance with the
    provisions of SFAS No. 91, "Accounting for Nonrefundable Fees and Costs
    Associated with Originating or Acquiring Loans and Initial Direct Costs of
    Leases." Pursuant to the provisions of SFAS No. 91, origination fees
    received from loans, net of certain direct origination costs, are deferred
    and amortized to interest income using the interest method, giving effect to
    actual loan prepayments. Additionally, SFAS No. 91 generally limits the
    definition of loan origination costs to the direct costs attributable to
    originating a loan, i.e., principally actual personnel costs. Fees received
    for loan commitments that are expected to be drawn upon, based on the
    Company's experience with similar commitments, are deferred and amortized
    over the life of the related loan using the interest method. Fees for other
    commitments are deferred and amortized over the loan commitment period on a
    straight-line basis.

    5.  Allowance for Loan Losses

    It is the Company's policy to provide valuation allowances for estimated
    losses on loans based on past loss experience, current trends in the level
    of delinquent and problem loans, loan concentrations to single borrowers,
    changes in the composition of the loan portfolio, adverse situations that
    may affect the borrower's ability to repay, the estimated value of any
    underlying collateral and current and anticipated economic conditions in its
    primary lending areas. When the collection of a loan becomes doubtful, or
    otherwise troubled, the Company records a charge-off equal to the difference
    between the fair value of the property securing the loan and the loan's
    carrying value. Major loans, including development projects, and major
    lending areas are reviewed periodically to determine potential problems at
    an early date. The allowance for loan losses is increased by charges to
    earnings and decreased by charge-offs (net of recoveries).

    The Company accounts for impaired loans in accordance with SFAS No. 114,
    "Accounting by Creditors for Impairment of a Loan." SFAS No. 114 requires
    that impaired loans be measured based upon the present value of expected
    future cash flows discounted at the loan's effective interest rate or, as an
    alternative, at the loan's observable market price or fair value of the
    collateral.

    A loan is defined under SFAS No. 114 as impaired when, based on current
    information and events, it is probable that a creditor will be unable to
    collect all amounts due according to the contractual terms of the loan
    agreement. In applying the provisions of SFAS No. 114, the Company considers
    its investment in one- to four-family residential loans and consumer
    installment loans to be homogeneous and therefore excluded from separate
    identification for evaluation of impairment. With respect to the Company's
    investment in nonresidential and multi-family residential real estate loans,
    and its evaluation of impairment thereof, such loans are generally
    collateral dependent and, as a result, are carried as a practical expedient
    at the lower of cost or fair value.

    Collateral dependent loans which are more than ninety days delinquent are
    considered to constitute more than a minimum delay in repayment and are
    evaluated for impairment under SFAS No. 114 at that time.

    At September 30, 2001, the Company had $1.8 million in loans defined as
    impaired under SFAS No. 114. There was no specific allowance for loan losses
    maintained for such loans at September 30, 2001. During fiscal 2002, the
    previously mentioned impaired loan was paid off whereby the Company received
    all interest and principal outstanding. At September 30, 2002, there were no
    loans defined as impaired under SFAS No. 114.





                                       28
<PAGE>


                          Winton Financial Corporation


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

    6.  Office Premises and Equipment

    Office premises and equipment are carried at cost and include expenditures
    which extend the useful lives of existing assets. Maintenance, repairs and
    minor renewals are expensed as incurred. For financial reporting,
    depreciation and amortization are provided on the straight-line and
    accelerated methods over the useful lives of the assets, estimated to be
    thirty to forty years for buildings, five to fifteen years for building
    improvements and three to fifteen years for furniture and equipment. An
    accelerated depreciation method is used for tax reporting purposes.

    7.  Real Estate Acquired through Foreclosure

    Real estate acquired through foreclosure is carried at the lower of the
    loan's unpaid principal balance (cost) or fair value less estimated selling
    expenses at the date of acquisition. Real estate loss provisions are
    recorded if the properties' fair value subsequently declines below the value
    determined at the recording date. In determining the lower of cost or fair
    value at acquisition, costs relating to development and improvement of
    property are considered. Costs relating to holding real estate acquired
    through foreclosure, net of rental income, are charged against earnings as
    incurred.

    8.  Federal Income Taxes

    The Corporation accounts for federal income taxes pursuant to SFAS No. 109,
    "Accounting for Income Taxes." In accordance with SFAS No. 109, a deferred
    tax liability or deferred tax asset is computed by applying the current
    statutory tax rates to net taxable or deductible temporary differences
    between the tax basis of an asset or liability and its reported amount in
    the consolidated financial statements that will result in net taxable or
    deductible amounts in future periods. Deferred tax assets are recorded only
    to the extent that the amount of net deductible temporary differences or
    carryforward attributes may be utilized against current period earnings,
    carried back against prior years' earnings, offset against taxable temporary
    differences reversing in future periods, or utilized to the extent of
    management's estimate of future taxable income. A valuation allowance is
    provided for deferred tax assets to the extent that the value of net
    deductible temporary differences and carryforward attributes exceeds
    management's estimates of taxes payable on future taxable income. Deferred
    tax liabilities are provided on the total amount of net temporary
    differences taxable in the future.

    Deferral of income taxes results primarily from different methods of
    accounting for deferred loan origination fees and costs, Federal Home Loan
    Bank stock dividends, mortgage servicing rights, the general loan loss
    allowance and the percentage of earnings bad debt deduction. Additionally, a
    temporary difference is recognized for depreciation utilizing accelerated
    methods for federal income tax purposes.

    9.  Amortization of Intangible Assets

    Intangible assets arising from the acquisition of deposits from another
    financial institution are being amortized on the straight-line method over a
    ten year period.







                                       29
<PAGE>


                          Winton Financial Corporation


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

    10.  Employee Benefit Plans

    The Corporation had an Employee Stock Ownership Plan ("ESOP") which provided
    retirement benefits for substantially all employees who had completed one
    year of service. Contributions of $137,000, $90,000 and $85,000 were made to
    the ESOP for the years ended September 30, 2002, 2001 and 2000,
    respectively. Effective February 28, 2002, the ESOP was merged into the
    Winton Savings and Loan 401(k) Profit Sharing Plan.

    The Company has a contributory 401(k) profit sharing plan covering all
    employees who have attained the age of 21 and have completed six months of
    service. Contributions to the plan are voluntary and are matched at the
    discretion of the Board of Directors. Contributions to the plan by the
    Company totaled $126,000, $42,000 and $40,000 for the years ended September
    30, 2002, 2001 and 2000, respectively.

    11.  Earnings Per Share

    Basic earnings per common share is computed based upon the weighted-average
    number of common shares outstanding during the period. Diluted earnings per
    common share include the dilutive effect of additional potential common
    shares issuable under the Company's stock option plan. The computations are
    as follows:
<TABLE>
<CAPTION>

                                                              For the years ended September 30,
                                                             2002              2001             2000
<S>                                                          <C>               <C>             <C>
    Weighted-average common shares
      outstanding (basic)                               4,451,737         4,429,603        4,408,655
    Dilutive effect of assumed exercise
      of stock options                                    116,216           103,241          159,051
                                                        ---------         ---------        ---------
    Weighted-average common shares
      outstanding (diluted)                             4,567,953         4,532,844        4,567,706
                                                        =========         =========        =========
</TABLE>

    Options to purchase 185,500, 303,500 and 193,000 shares of common stock with
    a respective weighted-average exercise price of $12.53, $11.17 and $12.55
    were outstanding at September 30, 2002, 2001 and 2000, respectively, but
    were excluded from the computation of common share equivalents for those
    respective years because the exercise prices were greater than the average
    market price of common shares.

    12.  Cash and Cash Equivalents

    For purposes of reporting cash flows, cash and cash equivalents includes
    cash and due from banks and interest-bearing deposits due from other
    financial institutions with original maturities of less than ninety days.

    13.  Fair Value of Financial Instruments

    SFAS No. 107, "Disclosures about Fair Value of Financial Instruments,"
    requires disclosure of the fair value of financial instruments, both assets
    and liabilities whether or not recognized in the consolidated statement of
    financial condition, for which it is practicable to estimate that value.
    When quoted market prices are not available for financial instruments, fair
    values are based on estimates using present value and other valuation
    methods.







                                       30
<PAGE>


                          Winton Financial Corporation


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

    13.  Fair Value of Financial Instruments (continued)

    The methods used are greatly affected by the assumptions applied, including
    the discount rate and estimates of future cash flows. Therefore, the fair
    values presented may not represent amounts that could be realized in an
    exchange for certain financial instruments.

    The following methods and assumptions were used by the Corporation in
    estimating its fair value disclosures for financial instruments at September
    30, 2002 and 2001:

                  Cash and cash equivalents: The carrying amounts presented in
                  the consolidated statements of financial condition for cash
                  and cash equivalents are deemed to approximate fair value.

                  Investments and mortgage-backed securities: For investment and
                  mortgage-backed securities, fair value is deemed to equal the
                  quoted market price.

                  Loans receivable: The loan portfolio has been segregated into
                  categories with similar characteristics, such as one- to
                  four-family residential, multi-family residential and
                  nonresidential real estate. These loan categories were further
                  delineated into fixed-rate and adjustable-rate loans. The fair
                  values for the resultant loan categories were computed via
                  discounted cash flow analysis, using current interest rates
                  offered for loans with similar terms to borrowers of similar
                  credit quality. For loans on deposit accounts, and consumer
                  and other loans, fair values were deemed to equal the historic
                  carrying values. The historical carrying amount of accrued
                  interest on loans is deemed to approximate fair value.

                  Federal Home Loan Bank stock: The carrying amount presented in
                  the consolidated statements of financial condition is deemed
                  to approximate fair value.

                  Deposits: The fair value of NOW accounts, passbook and club
                  accounts, advance payments and amounts due on loans serviced
                  for others are deemed to approximate the amount payable on
                  demand. Fair values for fixed-rate certificates of deposit
                  have been estimated using a discounted cash flow calculation
                  using the interest rates currently offered for deposits of
                  similar remaining maturities.

                  Advances from the Federal Home Loan Bank and other borrowed
                  money: The fair value of these borrowings is estimated using
                  the interest rates currently offered for borrowings of similar
                  remaining maturities or, when available, quoted market prices.

                  Commitments to extend credit: For fixed-rate and
                  adjustable-rate loan commitments, the fair value estimate
                  considers the difference between current levels of interest
                  rates and committed rates. The difference between the fair
                  value and notional amount of outstanding loan commitments at
                  September 30, 2002 and 2001, was not material.










                                       31
<PAGE>


                          Winton Financial Corporation


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

    13.  Fair Value of Financial Instruments (continued)

    Based on the foregoing methods and assumptions, the carrying value and fair
    value of the Corporation's financial instruments are as follows at September
    30:
<TABLE>
<CAPTION>

                                                                                2002                        2001
                                                                     Carrying         Fair        Carrying         Fair
                                                                        value        value           value        value
                                                                                        (In thousands)
<S>                                                                     <C>           <C>             <C>           <C>
    Financial assets
      Cash and cash equivalents                                      $ 11,965     $ 11,965        $  5,609     $  5,609
      Investment securities designated
        as available for sale                                          13,095       13,095          14,263       14,263
      Mortgage-backed securities designated
        as available for sale                                             197          197             262          262
      Mortgage-backed securities - at cost                              5,761        5,685           7,036        6,936
      Loans receivable - net                                          456,977      471,305         431,324      443,597
      Federal Home Loan Bank stock                                      7,828        7,828           7,458        7,458
                                                                      -------      -------         -------      -------

                                                                     $495,823     $510,075        $465,952     $478,125
                                                                      =======      =======         =======      =======
    Financial liabilities
      Deposits                                                       $332,995     $338,772        $316,960     $323,688
      Advances from Federal Home Loan Bank and
        other borrowed money                                          126,427      136,363         114,668      121,337
      Advance payments and amounts due on loans
        serviced for others                                             2,505        2,505           2,091        2,091
                                                                      -------      -------         -------      -------

                                                                     $461,927     $477,640        $433,719     $447,116
                                                                      =======      =======         =======      =======
</TABLE>

    14.  Advertising

    Advertising costs are expensed when incurred.

    15.  Reclassifications

    Certain prior year amounts have been reclassified to conform to the 2002
    consolidated financial statement presentation.


















                                       32
<PAGE>


                          Winton Financial Corporation


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


NOTE B - INVESTMENT AND MORTGAGE-BACKED SECURITIES

    Amortized cost, gross unrealized gains, gross unrealized losses and
    estimated fair values of investment securities at September 30 are
    summarized as follows:
<TABLE>
<CAPTION>
                                                                            2002                         2001
                                                                                 Estimated                    Estimated
                                                                  Amortized           fair       Amortized         fair
                                                                       cost          value            cost        value
                                                                                        (In thousands)
<S>                                                                   <C>             <C>            <C>           <C>
    Available for sale:
      U.S. Government and agency obligations                        $12,375        $12,537         $13,187      $13,578
      Corporate equity securities                                       209            558             228          685
                                                                     ------         ------          ------       ------

         Total investment securities                                $12,584        $13,095         $13,415      $14,263
                                                                     ======         ======          ======       ======
</TABLE>

    At September 30, 2002 and 2001, the fair value appreciation of the
    Corporation's investment securities in excess of cost totaled $511,000 and
    $848,000, respectively, consisting solely of gross unrealized gains.

    The amortized cost and estimated fair value of U.S. Government and agency
    obligations at September 30, 2002, by term to maturity are shown below.

<TABLE>
<CAPTION>
                                                                                   Estimated
                                                         Amortized                      fair
                                                              cost                     value
                                                                     (In thousands)
<S>                                                          <C>                       <C>
    Due in one year or less                                $ 5,315                  $  5,348
    Due in one to three years                                6,060                     6,180
    Due in three to five years                               1,000                     1,009
                                                            ------                    ------

                                                           $12,375                   $12,537
                                                            ======                    ======
</TABLE>

    At September 30, 2002, investment securities with a carrying value of $1.5
million were pledged to secure public deposits.





















                                       33
<PAGE>


                          Winton Financial Corporation


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


NOTE B - INVESTMENT AND MORTGAGE-BACKED SECURITIES (continued)

    The amortized cost, gross unrealized gains, gross unrealized losses and
    estimated fair values of mortgage-backed securities at September 30, 2002
    and 2001, are shown below.
<TABLE>
<CAPTION>
                                                                                           2002
                                                                                   Gross             Gross      Estimated
                                                                Amortized     unrealized        unrealized           fair
                                                                     cost          gains            losses          value
                                                                                      (In thousands)
<S>                                                                  <C>            <C>               <C>             <C>
    Held to maturity:
      Federal Home Loan Mortgage Corporation
        Participation certificates                                 $2,240           $ -               $(48)        $2,192
      Government National Mortgage Association
        Participation certificates                                    240              7                (1)           246
      Federal National Mortgage Association
        Participation certificates                                  2,953              2               (35)         2,920
        Collateralized mortgage obligations                           140             -                 (1)           139
      Residential Funding Corporation
        Collateralized mortgage obligations                           188             -                 -             188
                                                                    -----            ---               ---          -----
         Total mortgage-backed securities
           held to maturity                                         5,761              9               (85)         5,685

    Available for sale:
      Government National Mortgage Association
        Participation certificates                                    193              4                -             197
                                                                    -----            ---               ---          -----

         Total mortgage-backed securities                          $5,954           $ 13              $(85)        $5,882
                                                                    =====            ===               ===          =====
</TABLE>

























                                       34
<PAGE>


                          Winton Financial Corporation


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


NOTE B - INVESTMENT AND MORTGAGE-BACKED SECURITIES (continued)

<TABLE>
<CAPTION>
                                                                                           2001
                                                                                   Gross             Gross      Estimated
                                                                Amortized     unrealized        unrealized           fair
                                                                     cost          gains            losses          value
                                                                                      (In thousands)
<S>                                                                 <C>            <C>                <C>           <C>
    Held to maturity:
      Federal Home Loan Mortgage Corporation
        Participation certificates                                 $2,952           $  2             $ (55)        $2,899
      Government National Mortgage Association
        Participation certificates                                    387              9                -             396
      Federal National Mortgage Association
        Participation certificates                                  2,734              1               (49)         2,686
        Collateralized mortgage obligations                           775             -                 (8)           767
      Residential Funding Corporation
        Collateralized mortgage obligations                           188             -                 -             188
                                                                    -----            ---              ----          -----
         Total mortgage-backed securities
           held to maturity                                         7,036             12              (112)         6,936

    Available for sale:
      Government National Mortgage Association
        Participation certificates                                    257              5                -             262
                                                                    -----            ---              ----          -----

         Total mortgage-backed securities                          $7,293           $ 17             $(112)        $7,198
                                                                    =====            ===              ====          =====
</TABLE>





























                                       35
<PAGE>


                          Winton Financial Corporation


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE B - INVESTMENT AND MORTGAGE-BACKED SECURITIES (continued)

    The amortized cost of mortgage-backed securities, including those designated
    as available for sale by contractual terms to maturity, are shown below.
    Expected maturities will differ from contractual maturities because
    borrowers may generally prepay obligations without prepayment penalties.

<TABLE>
<CAPTION>
                                                                                  September 30,
                                                                            2002                2001
                                                                                 (In thousands)
<S>                                                                         <C>                  <C>
    Due within three years                                                $   45              $  343
    Due after three years through five years                                   5                   7
    Due after five years through ten years                                    74                 110
    Due after ten years through twenty years                               3,244               2,856
    Due after twenty years                                                 2,586               3,977
                                                                           -----               -----

                                                                          $5,954              $7,293
                                                                           =====               =====
</TABLE>

    Mortgage-backed securities with an approximate carrying value of $355,000
    were pledged to secure public deposits at September 30, 2002.


NOTE C - LOANS RECEIVABLE

    The composition of the loan portfolio at September 30 is as follows:


<TABLE>
<CAPTION>
                                                                         2002                2001
                                                                              (In thousands)
<S>                                                                      <C>               <C>
    Residential real estate
      One- to four-family                                            $219,996            $222,845
      Multi-family                                                     80,523              79,003
      Construction                                                     25,365              23,342
    Nonresidential real estate and land                               100,798              89,892
    Nonresidential construction                                         6,581              13,089
    Consumer and other                                                 12,179              15,186
                                                                      -------             -------
                                                                      445,442             443,357
    Less:
      Undisbursed portion of loans in process                          14,616              13,930
      Deferred loan origination fees                                      609                 748
      Allowance for loan losses                                         1,850               1,194
                                                                      -------             -------

                                                                     $428,367            $427,485
                                                                      =======             =======
</TABLE>










                                       36
<PAGE>


                          Winton Financial Corporation


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


NOTE C - LOANS RECEIVABLE (continued)

    The Company's lending efforts have historically focused on one- to
    four-family residential and multi-family residential real estate loans,
    which comprise approximately $311.3 million, or 73%, of the total loan
    portfolio at both September 30, 2002 and 2001. Generally, such loans have
    been underwritten on the basis of no more than an 80% loan-to-value ratio,
    which has historically provided the Company with adequate collateral
    coverage in the event of default. Nevertheless, the Company, as with any
    lending institution, is subject to the risk that residential real estate
    values could deteriorate in its primary lending area of southwestern Ohio,
    thereby impairing collateral values. However, management is of the belief
    that residential real estate values in the Company's primary lending area
    are presently stable.

    As discussed previously, the Company has sold whole loans and participating
    interests in loans in the secondary market, generally retaining servicing on
    the loans sold. Loans sold and serviced for others totaled approximately
    $122.7 million and $121.9 million at September 30, 2002 and 2001,
    respectively. At September 30, 2002, loans sold with recourse totaled $3.4
    million.


NOTE D - ALLOWANCE FOR LOAN LOSSES

    The activity in the allowance for loan losses is summarized as follows for
the years ended September 30:
<TABLE>
<CAPTION>

                                                      2002            2001         2000
                                                                 (In thousands)
<S>                                                   <C>             <C>           <C>
    Beginning balance                               $1,194          $1,000       $  932
    Provision for losses on loans                    1,260             300          125
    Charge-off of loans                               (670)           (124)        (124)
    Recoveries of loan losses                           66              18           67
                                                     -----           -----        -----

    Ending balance                                  $1,850          $1,194       $1,000
                                                     =====           =====        =====
</TABLE>

    At September 30, 2002, the Company's allowance for loan losses was comprised
    solely of a general loan loss allowance, which is includible as a component
    of regulatory risk-based capital.

    Nonperforming loans at September 30, 2002, 2001 and 2000, totaled $3.4
    million, $2.7 million and $1.2 million, respectively. Interest income that
    would have been recognized had nonperforming loans performed pursuant to
    contractual terms totaled approximately $49,000, $196,000 and $39,000 for
    the years ended September 30, 2002, 2001 and 2000, respectively.



















                                       37
<PAGE>


                          Winton Financial Corporation


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


NOTE E - OFFICE PREMISES AND EQUIPMENT

    Office premises and equipment is comprised of the following at September 30:
<TABLE>
<CAPTION>

                                                                         2002              2001
                                                                             (In thousands)
<S>                                                                     <C>               <C>
    Land                                                               $  597            $  597
    Office buildings and improvements                                   3,107             3,099
    Furniture, fixtures and equipment                                   4,094             3,940
    Construction in process                                               466                -
                                                                        -----             -----
                                                                        8,264             7,636
      Less accumulated depreciation and
        amortization                                                    4,693             4,389
                                                                        -----             -----

                                                                       $3,571            $3,247
                                                                        =====             =====
</TABLE>

    During fiscal 2002, the Company began construction and remodeling projects
    for two office locations which are scheduled to be completed in fiscal 2003.
    The Company's total capital expenditure commitment is not expected to exceed
    $1.7 million.

    The Company leases certain of its office locations, as well as automobiles,
    under operating lease agreements. At September 30, 2002, the Company's
    outstanding future lease obligations were as follows:
<TABLE>
<CAPTION>

            Year ended
           September 30,                                 (In thousands)
<S>                                                           <C>
             2003                                             $241
             2004                                              195
             2005                                              130
             2006                                              101
       2007 and thereafter                                     124
                                                               ---

                                                              $791
                                                               ===
</TABLE>

    The Company had recognized operating lease expense totaling $177,000,
    $200,000 and $152,000 for the fiscal years ended September 30, 2002, 2001
    and 2000, respectively.




















                                       38
<PAGE>


                          Winton Financial Corporation


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


NOTE F - DEPOSITS

    Deposits consist of the following major classifications at September 30:
<TABLE>
<CAPTION>

    Deposit type and weighted-average interest rate                                              2002              2001
                                                                                                     (In thousands)
<S>                                                                                              <C>               <C>
    NOW accounts and money market deposits
      2002 - 0.66%                                                                           $ 34,299
      2001 - 1.16%                                                                                             $ 24,845
    Passbook and Club accounts
      2002 - 1.63%                                                                             67,391
      2001 - 2.91%                                                                                               59,376
                                                                                              -------           -------

         Total demand, transaction and passbook deposits                                      101,690            84,221

    Certificates of deposit
      Original maturities of:
        Less than 12 months
          2002 - 2.77%                                                                         29,927
          2001 - 4.62%                                                                                           36,948
        12 months to 36 months
          2002 - 4.08%                                                                        137,574
          2001 - 5.97%                                                                                          137,215
        More than 36 months
          2002 - 5.81%                                                                         27,279
          2001 - 6.36%                                                                                           21,932
      Individual Retirement and Keogh
        2002 - 4.41%                                                                           36,525
        2001 - 5.70%                                                                                             36,644
                                                                                              -------           -------

         Total certificates of deposit                                                        231,305           232,739
                                                                                              -------           -------

         Total deposit accounts                                                              $332,995          $316,960
                                                                                              =======           =======
</TABLE>

    The Company had certificate of deposit accounts with balances equal to or in
    excess of $100,000 totaling $65.1 million and $66.8 million at September 30,
    2002 and 2001, respectively.






















                                       39
<PAGE>


                          Winton Financial Corporation


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


NOTE F - DEPOSITS (continued)

    Interest expense on deposits for the fiscal years ended September 30 is
summarized as follows:
<TABLE>
<CAPTION>
                                                                    2002            2001         2000
                                                                              (In thousands)
<S>                                                                <C>              <C>         <C>
    Passbook and money market deposit accounts                   $ 1,332         $ 1,819      $ 2,027
    NOW accounts                                                     193             240          211
    Certificates of deposit                                       10,819          14,362       13,619
                                                                  ------          ------       ------

                                                                 $12,344         $16,421      $15,857
                                                                  ======          ======       ======
</TABLE>

    Maturities of outstanding certificates of deposit at September 30 are
summarized as follows:
<TABLE>
<CAPTION>

                                                         2002           2001
                                                           (In thousands)
<S>                                                     <C>           <C>
    Less than one year                               $159,550       $151,150
    One year to three years                            53,927         72,942
    More than three years                              17,828          8,647
                                                     --------      ---------

                                                     $231,305       $232,739
                                                      =======        =======
</TABLE>


NOTE G - ADVANCES FROM THE FEDERAL HOME LOAN BANK

    Advances from the Federal Home Loan Bank, collateralized at September 30,
    2002, by pledges of certain residential mortgage loans totaling $155.5
    million, and the Company's investment in Federal Home Loan Bank stock, are
    summarized as follows:
<TABLE>
<CAPTION>
                                                   Maturing fiscal
Interest rate                                        year ending in                            2002                2001
                                                                                                (Dollars in thousands)
<S>                                                      <C>                                  <C>                  <C>
    1.93% - 7.20%                                        2002                              $     -             $ 15,541
    2.15% - 7.40%                                        2003                                27,750              18,352
    3.79% - 6.71%                                        2004                                28,083              18,142
    4.55% - 6.90%                                        2005                                31,000              23,000
    6.20% - 6.92%                                        2006                                 6,000               6,000
    2.50% - 6.97%                                     Thereafter                             31,594              31,633
                                                                                            -------             -------

                                                                                           $124,427            $112,668
                                                                                            =======             =======

    Weighted-average interest rate                                                             5.57%               5.94%
                                                                                               ====                ====
</TABLE>






                                       40
<PAGE>


                          Winton Financial Corporation


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


NOTE H - OTHER BORROWED MONEY

    The Corporation has a $6.0 million line of credit with another financial
    institution, with interest payable at prime less 50 basis points. At
    September 30, 2002 and 2001, the Corporation had $2.0 million outstanding at
    an interest rate of 4.25% in 2002 and 5.50% in 2001. This line of credit
    expires in the first quarter of fiscal 2003. The loan is secured by the
    outstanding shares of the Company.

NOTE I - FEDERAL INCOME TAXES

    Federal income taxes differ from the amounts computed at the statutory
    corporate tax rate for the years ended September 30 as follows:

<TABLE>
<CAPTION>
                                                                                         2002         2001         2000
                                                                                            (Dollars in thousands)
<S>                                                                                     <C>           <C>          <C>
    Federal income taxes computed at statutory rate                                    $2,566       $1,969       $1,729
    Increase (decrease) in taxes resulting from:
      Nondeductible expenses                                                               12           13           13
      Nontaxable dividend income                                                           (4)          (6)          (4)
      Low income housing investment tax credits                                           (42)         (42)         (42)
      Other                                                                                (9)           3            5
                                                                                        -----        -----        -----
    Federal income tax provision per consolidated
      financial statements                                                             $2,523       $1,937       $1,701
                                                                                        =====        =====        =====

    Effective tax rate                                                                  33.4%         33.4%        33.4%
                                                                                        ====          ====         ====
</TABLE>

    The composition of the Corporation's net deferred tax liability at September
    30 is as follows:
<TABLE>
<CAPTION>

    Taxes (payable) refundable on temporary                                                           2002         2001
    differences at statutory rate:                                                                     (In thousands)
<S>                                                                                                    <C>          <C>
    Deferred tax assets:
      General loan loss allowance                                                                  $   629      $   406
      Reserve for uncollected interest                                                                  17           67
      Amortization of intangible assets                                                                 25           31
      Other                                                                                             17           -
                                                                                                    ------       ------
         Total deferred tax assets                                                                     688          504

    Deferred tax liabilities:
      Federal Home Loan Bank stock dividends                                                        (1,216)      (1,090)
      Difference between book and tax depreciation                                                    (131)        (121)
      Percentage of earnings bad debt deduction                                                       (106)        (164)
      Unrealized gains on securities designated as available for sale                                 (175)        (290)
      Deferred loan origination costs                                                                 (478)        (377)
      Mortgage servicing rights                                                                       (246)        (224)
      Other                                                                                             (3)         (10)
                                                                                                    ------       ------
         Total deferred tax liabilities                                                             (2,355)      (2,276)
                                                                                                    ------       ------

         Net deferred tax liability                                                                $(1,667)     $(1,772)
                                                                                                    ======       ======
</TABLE>



                                       41
<PAGE>


                          Winton Financial Corporation


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


NOTE I - FEDERAL INCOME TAXES (continued)

    Prior to fiscal 1997, the Company was allowed a special bad debt deduction
    generally limited to 8% of otherwise taxable income, subject to certain
    limitations based on aggregate loans and savings account balances at the end
    of the year. If the amounts that qualified as deductions for federal income
    taxes are later used for purposes other than for bad debt losses, including
    distributions in liquidation, such distributions will be subject to federal
    income taxes at the then current corporate income tax rate. This percentage
    of earnings bad debt deduction had accumulated to approximately $1.8 million
    as of September 30, 2002. The amount of the unrecognized deferred tax
    liability relating to the cumulative bad debt deduction was approximately
    $500,000 at September 30, 2002.

    Winton Savings is required to recapture as taxable income approximately $1.0
    million of its tax bad debt reserve, which represents the post-1987
    additions to the reserve, and will be unable to utilize the percentage of
    earnings method to compute its bad debt deduction in the future. Winton
    Savings has provided deferred taxes for this amount and began to amortize
    the recapture of the bad debt reserve into taxable income over a six year
    period in fiscal 1999.


NOTE J - LOAN COMMITMENTS

    The Company is a party to financial instruments with off-balance-sheet risk
    in the normal course of business to meet the financing needs of its
    customers, including commitments to extend credit. Such commitments involve,
    to varying degrees, elements of credit and interest-rate risk in excess of
    the amount recognized in the consolidated statement of financial condition.
    The contract or notional amounts of the commitments reflect the extent of
    the Company's involvement in such financial instruments.

    The Company's exposure to credit loss in the event of nonperformance by the
    other party to the financial instrument for commitments to extend credit is
    represented by the contractual notional amount of those instruments. The
    Company uses the same credit policies in making commitments and conditional
    obligations as those utilized for on-balance-sheet instruments.

    At September 30, 2002, the Company had total outstanding commitments of
    approximately $16.9 million to originate residential one- to four-family and
    multi-family real estate loans of which $2.1 million were comprised of
    adjustable-rate loans at rates ranging from 4.75% to 7.00%, and $14.8
    million were comprised of fixed-rate loans at rates ranging from 5.25% to
    8.25%. The Company also had total outstanding commitments of approximately
    $2.3 million to originate nonresidential real estate and land loans, of
    which $1.3 million were comprised of 7.00% fixed-rate loans and $1.0 million
    were comprised of adjustable rate loans at rates ranging from 5.75% to
    6.625%. Additionally, the Company had unused lines of credit related to home
    equity loans and commercial loans totaling $18.9 million and $4.2 million,
    respectively. In the opinion of management, all loan commitments equaled or
    exceeded prevalent market interest rates as of September 30, 2002, and such
    commitments have been underwritten on the same basis as that of the existing
    loan portfolio. Management believes that all loan commitments are able to be
    funded through cash flow from operations and existing excess liquidity. Fees
    received in connection with these commitments have not been recognized in
    earnings.

    The Company has an outstanding commitment to sell $28.6 million of loans in
    the secondary market at September 30, 2002.







                                       42
<PAGE>


                          Winton Financial Corporation


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


NOTE K - REGULATORY CAPITAL

    The Company is subject to minimum regulatory capital standards promulgated
    by the Office of Thrift Supervision ("OTS"). Failure to meet minimum capital
    requirements can initiate certain mandatory - and possibly additional
    discretionary - actions by regulators that, if undertaken, could have a
    direct material effect on its financial statements. Under capital adequacy
    guidelines and the regulatory framework for prompt corrective action, Winton
    Savings must meet specific capital guidelines that involve quantitative
    measures of Winton Savings' assets, liabilities and certain off-balance
    sheet items as calculated under regulatory accounting practices. Winton
    Savings' capital amounts and classifications are also subject to qualitative
    judgments by the regulators about components, risk weightings and other
    factors.

    The minimum capital standards of the OTS generally require the maintenance
    of regulatory capital sufficient to meet each of three tests, hereinafter
    described as the tangible capital requirement, the core capital requirement
    and the risk-based capital requirement. The tangible capital requirement
    provides for minimum tangible capital (defined as shareholders' equity less
    all intangible assets) equal to 1.5% of adjusted total assets. The core
    capital requirement provides for minimum core capital (tangible capital plus
    certain forms of supervisory goodwill and other qualifying intangible
    assets) equal to 4.0% of adjusted total assets. The risk-based capital
    requirement currently provides for the maintenance of core capital plus
    general loan loss allowances equal to 8.0% of risk-weighted assets as of
    September 30, 2002. In computing risk-weighted assets, Winton Savings
    multiplies the value of each asset on its statement of financial condition
    by a defined risk-weighted factor, e.g., one- to four-family residential
    loans carry a risk-weighted factor of 50%.

    During the 2002 fiscal year, the Company was notified from its regulator
    that it was categorized as "well-capitalized" under the regulatory framework
    for prompt corrective action. To be categorized as "well-capitalized," the
    Company must maintain minimum capital ratios as set forth in the following
    tables.

    As of September 30, 2002 and 2001, management believes that the Company met
    all capital adequacy requirements to which it was subject.
<TABLE>
<CAPTION>
                                                                     As of September 30, 2002
                                                                                                         Required
                                                                                                       to be "well-
                                                                             Required               capitalized" under
                                                                            for capital              prompt corrective
                                                    Actual               adequacy purposes           action provisions
                                               Amount     Ratio           Amount    Ratio             Amount    Ratio
                                                                      (Dollars in thousands)
<S>                                             <C>         <C>             <C>       <C>              <C>        <C>
    Tangible capital                          $41,057       8.1%       =>$ 7,569    =>1.5%         =>$25,230    => 5.0%

    Core capital                              $41,057       8.1%       =>$20,184    =>4.0%         =>$30,276    => 6.0%

    Risk-based capital                        $42,907      12.0%       =>$28,728    =>8.0%         =>$35,910    =>10.0%
</TABLE>










                                       43

<PAGE>


                          Winton Financial Corporation


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


NOTE K - REGULATORY CAPITAL (continued)

<TABLE>
<CAPTION>
                                                                     As of September 30, 2001
                                                                                                         Required
                                                                                                       to be "well-
                                                                             Required               capitalized" under
                                                                            for capital              prompt corrective
                                                    Actual               adequacy purposes           action provisions
                                               Amount     Ratio           Amount    Ratio             Amount    Ratio
                                                                      (Dollars in thousands)
<S>                                             <C>        <C>             <C>        <C>              <C>        <C>
    Tangible capital                          $37,356       7.9%       =>  7,086    =>1.5%         =>$23,621    => 5.0%

    Core capital                              $37,356       7.9%       =>$18,897    =>4.0%         =>$28,345    => 6.0%

    Risk-based capital                        $38,550      11.3%       =>$27,308    =>8.0%         =>$34,136    =>10.0%
</TABLE>

    The Company's management believes that under the current regulatory capital
    regulations, the Company will continue to meet its minimum capital
    requirements in the foreseeable future. However, events beyond the control
    of the Company, such as increased interest rates or a downturn in the
    economy in the Company's market area, could adversely affect future earnings
    and consequently, the ability to meet future regulatory capital
    requirements.


NOTE L - STOCK OPTION PLANS

    Shareholders of the Corporation have approved stock option plans that
    provide for the issuance of up to 1,051,210 common shares to be granted at
    the discretion of the Board of Directors. Under the 1988 Stock Option Plan,
    649,680 common shares were reserved for issuance to directors, officers, and
    key employees of the Corporation and its subsidiary. At September 30, 2002,
    406,460 options under the 1988 Plan were subject to exercise at the
    discretion of the grantees through fiscal 2008. The 1999 Stock Option Plan
    reserved 401,530 common shares for issuance to directors, officers, and key
    employees of the Corporation and its subsidiary. At September 30, 2002,
    395,500 options under the 1999 Plan were subject to exercise at the
    discretion of the grantees through fiscal 2010, while 6,030 options were
    ungranted.

    The Corporation accounts for its stock option plan in accordance with SFAS
    No. 123, "Accounting for Stock-Based Compensation," which contains a fair
    value-based method for valuing stock-based compensation that entities may
    use, which measures compensation cost at the grant date based on the fair
    value of the award. Compensation is then recognized over the service period,
    which is usually the vesting period. Alternatively, SFAS No. 123 permits
    entities to continue to account for stock options and similar equity
    instruments under Accounting Principles Board ("APB") Opinion No. 25,
    "Accounting for Stock Issued to Employees." Entities that continue to
    account for stock options using APB Opinion No. 25 are required to make pro
    forma disclosures of net earnings and earnings per share, as if the fair
    value-based method of accounting defined in SFAS No. 123 had been applied.

















                                       44
<PAGE>


                          Winton Financial Corporation


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


NOTE L - STOCK OPTION PLANS (continued)

    The Corporation applies APB Opinion No. 25 and related Interpretations in
    accounting for its stock option plans. Accordingly, no compensation cost has
    been recognized for the plans. Had compensation cost for the Corporation's
    stock option plans been determined based on the fair value at the grant
    dates for awards under the plans consistent with the accounting method
    utilized in SFAS No. 123, the Corporation's net earnings and earnings per
    share would have been reduced to the pro-forma amounts indicated below:

<TABLE>
<CAPTION>
                                                                                2002             2001              2000
<S>                                                  <C>                        <C>              <C>               <C>
    Net earnings (In thousands)                  As reported                  $5,023           $3,855            $3,385
                                                                               =====            =====             =====

                                                   Pro-forma                  $5,023           $3,554            $3,105
                                                                               =====            =====             =====

    Earnings per share
      Basic                                      As reported                   $1.13             $.87              $.77
                                                                                ====              ===               ===

                                                   Pro-forma                   $1.13             $.80              $.70
                                                                                ====              ===               ===

      Diluted                                    As reported                   $1.10             $.85              $.74
                                                                                ====              ===               ===

                                                   Pro-forma                   $1.10             $.78              $.68
                                                                                ====              ===               ===
</TABLE>

    The fair value of each option grant is estimated on the date of grant using
    the modified Black-Scholes options-pricing model with the following
    assumptions used for grants in fiscal 2001 and 2000: dividend yield of 3.6%
    and 2.9%, respectively, expected volatility of 54.80% and 56.65%,
    respectively, risk-free interest rate of 3.00% for 2001 and 6.5% for 2000
    and expected lives of ten years for all grants.































                                       45
<PAGE>


                          Winton Financial Corporation


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


NOTE L - STOCK OPTION PLANS (continued)

    A summary of the status of the Corporation's stock option plans as of
    September 30, 2002, 2001 and 2000, and changes during the years ended on
    those dates is presented below:

<TABLE>
<CAPTION>
                                                      2002                     2001                       2000
                                                         Weighted-               Weighted-                   Weighted-
                                                           average                 average                     average
                                                          exercise                exercise                    exercise
                                                 Shares      price      Shares       price          Shares       price
<S>                                               <C>         <C>        <C>          <C>             <C>         <C>
    Outstanding at beginning of year            831,000      $ 8.23    743,000       $ 8.11        622,300      $ 7.89
    Granted                                          -           -     124,000         8.75        135,500        9.26
    Exercised                                   (27,040)       5.00    (26,000)        5.72         (8,300)       6.79
    Forfeited                                    (2,000)      10.06    (10,000)       11.98         (6,500)      13.25
                                                -------       -----    -------        -----        -------       -----

    Outstanding at end of year                  801,960      $ 8.33    831,000       $ 8.23        743,000      $ 8.11
                                                =======       =====    =======        =====        =======       =====

    Options exercisable at year-end             801,960      $ 8.33    831,000       $ 8.23        743,000      $ 8.11
                                                =======       =====    =======        =====        =======       =====
    Weighted-average fair value of
      options granted during the year                        $   -                   $ 3.68                     $ 4.79
                                                              =====                   =====                      =====
</TABLE>

    The following information applies to options outstanding at September 30,
    2002:

    Number outstanding                                                376,460
    Range of exercise prices                                    $5.00 - $6.75
    Number outstanding                                                425,500
    Range of exercise prices                                   $8.75 - $13.25
    Weighted-average exercise price                                     $8.33
    Weighted-average remaining contractual life                    5.00 years




























                                       46
<PAGE>


                          Winton Financial Corporation


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


NOTE M - CONDENSED FINANCIAL STATEMENTS OF WINTON FINANCIAL
  CORPORATION

    The following condensed financial statements summarize the financial
    position of the Corporation as of September 30, 2002 and 2001, and the
    results of its operations and its cash flows for each of the years ended
    September 30, 2002, 2001 and 2000.

                          Winton Financial Corporation
<TABLE>
<CAPTION>
                        STATEMENTS OF FINANCIAL CONDITION
                                  September 30,

           ASSETS                                                                            2002                  2001
                                                                                                   (In thousands)
<S>                                                                                          <C>                   <C>
    Cash                                                                                  $   445               $   522
    Investment in The Winton Savings and Loan Co.                                          41,396                37,903
    Corporate equity securities - at fair value                                               559                   685
    Prepaid expenses and other assets                                                          13                     9
    Prepaid federal income taxes                                                              135                    92
                                                                                           ------                ------

           Total assets                                                                   $42,548               $39,211
                                                                                           ======                ======

           LIABILITIES AND SHAREHOLDERS' EQUITY

    Note payable                                                                          $ 2,000               $ 2,000
    Accrued expenses and other liabilities                                                    413                   366
    Deferred federal income taxes                                                             119                   155
                                                                                           ------                ------
           Total liabilities                                                                2,532                 2,521

    Shareholders' equity
      Additional paid-in capital                                                           10,321                10,142
      Retained earnings                                                                    29,360                25,985
      Treasury stock, 500 shares at September 30, 2002 - at cost                               (5)                   -
      Unrealized gains on securities designated as
        available for sale, net of related tax effects                                        340                   563
                                                                                           ------                ------

           Total shareholders' equity                                                      40,016                36,690
                                                                                           ------                ------

           Total liabilities and shareholders' equity                                     $42,548               $39,211
                                                                                           ======                ======
</TABLE>






















                                       47
<PAGE>


                          Winton Financial Corporation


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


NOTE M - CONDENSED FINANCIAL STATEMENTS OF WINTON FINANCIAL
  CORPORATION (continued)

                          Winton Financial Corporation
<TABLE>
<CAPTION>
                             STATEMENTS OF EARNINGS
                            Year ended September 30,

                                                                                  2002              2001           2000
                                                                                             (In thousands)
<S>                                                                               <C>               <C>             <C>
    Revenue
      Interest and dividends on investments                                     $   16            $   25         $   24
      Gain on sale of investment securities                                        105               109             -
      Dividends received from subsidiary                                         1,425             1,678          1,463
      Equity in undistributed earnings of subsidiary                             3,646             2,279          2,107
                                                                                 -----             -----          -----
                                                                                 5,192             4,091          3,594
    Expenses
      General and administrative                                                   169               236            209
                                                                                 -----             -----          -----

           Net earnings                                                         $5,023            $3,855         $3,385
                                                                                 =====             =====          =====
</TABLE>

                          Winton Financial Corporation
<TABLE>
<CAPTION>
                            STATEMENTS OF CASH FLOWS
                            Year ended September 30,

                                                                                  2002              2001           2000
                                                                                             (In thousands)
<S>                                                                               <C>               <C>            <C>
    Cash flows provided by (used in) operating activities:
      Net earnings for the year                                                 $5,023            $3,855         $3,385
      Adjustments to reconcile net earnings to net cash
      provided by (used in) operating activities:
        Undistributed earnings of consolidated subsidiary                       (3,646)           (2,279)        (2,107)
        Gain on sale of investment securities                                     (105)             (109)            -
        Increases (decreases) in cash due to changes in:
          Prepaid expenses and other assets                                         (4)                6              1
          Other                                                                      4               (13)            28
                                                                                 -----             -----          -----
             Net cash provided by operating activities                           1,272             1,460          1,307

    Cash flows provided by (used in) investing activities:
      Investment in subsidiary                                                      -                 -          (2,000)
      Purchase of investment securities                                             -               (145)            -
      Proceeds from sale of investment securities                                  125               128             -
                                                                                 -----             -----          -----
             Net cash provided by (used in) investing activities                   125               (17)        (2,000)

    Cash flows provided by (used in) financing activities:
      Proceeds from borrowings                                                      -                 -           2,000
      Payment of dividends on common stock                                      (1,648)           (1,463)        (1,411)
      Purchase of treasury shares                                                   (5)               -              -
      Proceeds from exercise of stock options                                      179               170             55
                                                                                 -----             -----          -----
             Net cash provided by (used in) financing activities                (1,474)           (1,293)           644
                                                                                 -----             -----          -----

    Net increase (decrease) in cash and cash equivalents                           (77)              150            (49)

    Cash and cash equivalents at beginning of year                                 522               372            421
                                                                                 -----             -----          -----

    Cash and cash equivalents at end of year                                    $  445            $  522         $  372
                                                                                 =====             =====          =====
</TABLE>





                                       48
<PAGE>


                          Winton Financial Corporation


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


NOTE M - CONDENSED FINANCIAL STATEMENTS OF WINTON FINANCIAL
  CORPORATION (continued)

    Winton Savings is subject to regulations imposed by the OTS regarding the
    amount of capital distributions payable by the Company to the Corporation.
    Generally, Winton Savings' payment of dividends is limited, without prior
    OTS approval, to net earnings for the current calendar year plus the two
    preceding calendar years, less capital distributions paid over the
    comparable time period. Insured institutions are required to file an
    application with the OTS for capital distributions in excess of this
    limitation. During November 2002, Winton Savings applied for, and
    anticipates to receive, OTS approval to make up to $2.0 million in capital
    distributions during fiscal 2003.


NOTE N - QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

    The following table summarizes the Corporation's quarterly results for the
    fiscal years ended September 30, 2002 and 2001. Certain amounts, as
    previously reported, have been reclassified to conform to the 2002
    presentation.

<TABLE>
<CAPTION>
                                                                               Three Months Ended
                                                      December 31,         March 31,         June 30,     September 30,
    2002:                                                             (In thousands, except per share data)
<S>                                                           <C>                <C>             <C>               <C>
    Total interest income                                   $8,570            $8,413           $8,659            $8,303
    Total interest expense                                   5,262             4,796            4,763             4,612
                                                             -----             -----            -----             -----

    Net interest income                                      3,308             3,617            3,896             3,691
    Provision for losses on loans                              465               172               75               548
    Other income                                             1,218               705              508             1,048
    General, administrative and other expense                2,140             2,333            2,261             2,451
                                                             -----             -----            -----             -----

    Earnings before income taxes                             1,921             1,817            2,068             1,740
    Federal income taxes                                       653               618              703               549
                                                             -----             -----            -----             -----

    Net earnings                                            $1,268            $1,199           $1,365            $1,191
                                                             =====             =====            =====             =====

    Earnings per share
      Basic                                                   $.29              $.27             $.30              $.27
                                                               ===               ===              ===               ===

      Diluted                                                 $.28              $.26             $.30              $.26
                                                               ===               ===              ===               ===
</TABLE>






















                                       49
<PAGE>


                          Winton Financial Corporation


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


NOTE N - QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) (continued)

<TABLE>
<CAPTION>

                                                                               Three Months Ended
                                                      December 31,         March 31,         June 30,     September 30,
    2001:                                                             (In thousands, except per share data)
<S>                                                          <C>                <C>             <C>                <C>
    Total interest income                                   $9,073            $8,897           $8,820            $8,815
    Total interest expense                                   6,115             5,918            5,813             5,690
                                                             -----             -----            -----             -----

    Net interest income                                      2,958             2,979            3,007             3,125
    Provision for losses on loans                               45                45               45               165
    Other income                                               437               556              588               735
    General, administrative and other expense                1,983             2,104            2,103             2,103
                                                             -----             -----            -----             -----

    Earnings before income taxes                             1,367             1,386            1,447             1,592
    Federal income taxes                                       467               474              495               501
                                                             -----             -----            -----             -----

    Net earnings                                            $  900            $  912           $  952            $1,091
                                                             =====             =====            =====             =====

    Earnings per share
      Basic                                                   $.20              $.21             $.21              $.25
                                                               ===               ===              ===               ===

      Diluted                                                 $.20              $.20             $.21              $.24
                                                               ===               ===              ===               ===
</TABLE>


NOTE O - SUBSEQUENT EVENT

    Winton Savings signed a contract to sell its former branch property located
    at 101 W. Central Parkway. The transaction closed in October 2002 resulting
    in Winton Savings recognizing a pre-tax gain of approximately $240,000 on
    the sale.























                                       50
<PAGE>



                          Winton Financial Corporation


                         INVESTOR RELATIONS INFORMATION

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


SHAREHOLDER SERVICES. Fifth Third Bank serves as primary transfer agent and as
dividend disbursing agent for the common shares of Winton Financial.
Communications regarding changes of address, transfer of shares, lost
certificates and dividends should be sent to:

                                Fifth Third Bank
                         Corporate Trust Administration
                            38 Fountain Square Plaza
                                    MD10AT60
                             Cincinnati, Ohio 45263

MARKET SPECIALIST.  Cohen Specialists L.L.C. serve as market specialists for
Winton Financial's common shares.

ANNUAL REPORT.  Designed by Curran and Connors, Inc.  www.curran-connors.com

ANNUAL  MEETING.  The Annual  Meeting of  Shareholders  of Winton  Financial
will be held on January 24, 2003,  at 10:00 a.m.  Eastern Standard Time, at
Dante's Restaurant, 5510 Rybolt Road, Cincinnati, Ohio.

REQUEST COPY OF FORM 10-K. A copy of Winton Financial's Annual Report on Form
10-K, as filed with the Securities and Exchange Commission, will be available at
no charge to shareholders upon written request to:

                          Winton Financial Corporation
                                5511 Cheviot Road
                             Cincinnati, Ohio 45247
                Attention: Gregory P. Niesen, Secretary/Treasurer

WINTON SAVINGS ON THE WEB.  Visit us at www.wintonsavings.com


































                                       51
<PAGE>


                          Winton Financial Corporation

<TABLE>
<CAPTION>
                             DIRECTORS AND OFFICERS

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


WINTON FINANCIAL CORPORATION                                         THE WINTON SAVINGS AND LOAN CO.
<S>                                                                           <C>
Board of Directors                                                   Board of Directors

William J. Parchman                                                  William J. Parchman
Chairman of the Board                                                Chairman of the Board
Retired real estate executive
                                                                     Robert L. Bollin
Robert L. Bollin                                                     President
President of Winton Financial Corporation
and The Winton Savings and Loan Co.                                  Robert E. Hoeweler

Robert E. Hoeweler                                                   Henry L. Schulhoff
President, Hoeweler Group, Inc.
                                                                     Thomas H. Humes
Henry L. Schulhoff
President, Schulhoff and Company, Inc.                               Timothy M. Mooney

Thomas H. Humes                                                      J. Clay Stinnett
President, Great Traditions Land &
Development Co.
                                                                     Officers
Timothy M. Mooney
Executive Vice President and                                         Robert L. Bollin
Chief Financial Officer                                              President
Kendle International Inc.
                                                                     Gregory J. Bollin
J. Clay Stinnett                                                     Executive Vice President
President, J.R. Concepts, Inc.
                                                                     Mary Ellen Lovett
                                                                     Senior Vice President/Savings
Officers
                                                                     Jill M. Burke
Robert L. Bollin                                                     Chief Financial Officer
President
                                                                     Gregory P. Niesen
Jill M. Burke                                                        Secretary/Treasurer
Chief Financial Officer

Gregory J. Bollin
Vice President

Mary Ellen Lovett
Vice President

Gregory P. Niesen
Secretary/Treasurer
</TABLE>






                                       52