SAFE HARBOR UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

The Private  Securities  Litigation  Reform Act of 1995 (the  "Act")  provides a
"safe harbor" for  forward-looking  statements to encourage companies to provide
prospective  information about their companies,  so long as those statements are
identified as  forward-looking  and are  accompanied  by  meaningful  cautionary
statements  identifying  important  factors that could because actual results to
differ  material  from  those  discussed  in  the  statement.  Winton  Financial
Corporation  desires to take  advantage of the "safe  harbor"  provisions of the
Act. Certain  information,  particularly  information  regarding future economic
performance  and finances and plans and objectives of  management,  contained or
incorporated  by reference in Winton  Financial  Corporation's  Annual Report on
Form 10-K for fiscal year 1998 is  forward-looking.  In some cases,  information
regarding   certain  important  factors  that  could  cause  actual  results  of
operations  or  outcomes  of other  events  to differ  materially  from any such
forward-looking  statement  appear  together with such  statement.  In addition,
forward-looking  statement  s are  subject  to  other  risks  and  uncertainties
affecting the financial  institutions industry,  including,  but not limited to,
the following:

Interest Rate Risk

Winton Financial  Corporation's operating results are dependent to a significant
degree on its net interest  income,  which is the  difference  between  interest
income  from  loans  and  investments  and  interest  expense  on  deposits  and
borrowings.  The  interest  income  and  interest  expense  of Winton  Financial
Corporation  change as the interest  rates on  mortgages,  securities  and other
assets and on deposits and other liabilities  change.  Interest rates may change
because of general  economic  conditions,  the  policies  of various  regulatory
authorities and other factors beyond Winton Financial Corporation's control. The
interest  rates  on  specific  assets  and   liabilities  of  Winton   Financial
Corporation will change or "reprice" in accordance with the contractual terms of
the asset or liability  instrument and in accordance  with customer  reaction to
general economic trends.  In a rising interest rate  environment,  loans tend to
prepay slowly and new loans at higher rates increase slowly, while interest paid
on deposits  increases rapidly because the terms to maturity of deposits tend to
be shorter than the terms to maturity or prepayment of loans.  Such  differences
in the  adjustment of interest  rates on assets and  liabilities  may negatively
affect Winton Financial Corporation income. Moreover, rising interest rates tend
to decrease  loan  demand in  general,  negatively  affecting  Winton  Financial
Corporation income.

Possible Inadequacy of the Allowance for Loan Losses

The Winton  Savings and Loan Co.  maintains an  allowance  for loan losses based
upon a number of relevant factors,  including, but not limited to, trends in the
level of  nonperforming  assets and classified  loans,  current and  anticipated
economic conditions in the primary lending area, past loss experience,  possible
losses arising from specific  problem  assets and changes in the  composition of
the loan portfolio.  While the Board of Directors of The Winton Savings and Loan
Co.  believes  that it uses the best  information  available  to  determine  the
allowance for loan losses, unforeseen market conditions could result in material
adjustments,  and net  earnings  could be  significantly  adversely  affected if
circumstances differ substantially from the assumptions used in making the final
determination.

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Loans not secured by one- to four-family  residential  real estate are generally
considered  to  involve  greater  risk of loss  than  loans  secured  by one- to
four-family  residential  real estate  due,  in part,  to the effects of general
economic   conditions.   The   prepayment   of   multifamily   residential   and
nonresidential  real estate loans generally  depends upon the cash flow from the
operation  of the  property,  which may be  negatively  affected by national and
local economic conditions that cause leases not to be renewed or that negatively
affect the operations of a commercial  borrower.  Construction loans may also be
negatively  affected by such  economic  conditions,  particularly  loans made to
developers  who do not have a buyer for a property  before the loan is made. The
risk of default on consumer loans increases during periods of recession,  higher
unemployment and other adverse economic conditions.  When consumers have trouble
paying their bills,  they are more likely to pay  mortgage  loans than  consumer
loans,  and the  collateral  securing such loans,  if any, may decrease in value
more rapidly than the outstanding balance of the loan.

Competition

The Winton  Savings  and Loan Co.  competes  for  deposits  with  other  savings
associations, commercial banks and credit unions and issuers of commercial paper
and other  securities,  such as shares in money market mutual funds. The primary
factors in competing for deposits are interest  rates and  convenience of office
location.  In making loans,  The Winton Savings and Loan Co. competes with other
savings  associations,  commercial  banks,  consumer finance  companies,  credit
unions, leasing companies,  mortgage companies and other lenders. Competition is
affected by, among other things,  the general  availability  of lendable  funds,
general and local economic  conditions,  current  interest rate levels and other
factors which are not readily  predictable.  The size of financial  institutions
competing with The Winton Savings and Loan Co. is likely to increase as a result
of changes in statutes  and  regulations  eliminating  various  restrictions  on
interstate  and  inter-industry  branching  and  acquisitions.   Such  increased
competition may have an adverse effect upon Winton Financial Corporation.

Legislation and Regulation that may Adversely Affect The Winton Savings and Loan
Co.'s Earnings

The Winton Savings and Loan Co. is subject to extensive regulation by the Office
of Thrift Supervision (the "OTS") and the Federal Deposit Insurance  Corporation
(the "FDIC") and is periodically  examined by such  regulatory  agencies to test
compliance with various regulatory  requirements.  As a savings and loan holding
company,  Winton  Financial  Corporation  is  also  subject  to  regulation  and
examination  by the OTS. Such  supervision  and regulation of The Winton Savings
and Loan Co. and Winton  Financial  Corporation  are intended  primarily for the
protection of depositors and not for the  maximization of shareholder  value and
may affect the ability of the company to engage in various business  activities.
The   assessments,   filing  fees  and  other  costs  associated  with  reports,
examinations  and  other  regulatory  matters  are  significant  and may have an
adverse effect on Winton Financial Corporation's net earnings.

The FDIC is authorized to establish separate annual assessment rates for deposit
insurance  of members of the Bank  Insurance  fund (the  "BIF") and the  Savings
Association Insurance Fund (the "SAIF") . The FDIC may increase assessment rates
for either fund if  necessary to restore the fund's ratio of reserves to insured
deposits to the target  level within a  reasonable  time and may  decrease  such
rates if such target level has been met. The FDIC has  established  a risk-based
assessment system for both SAIF and BIF members. Under such system,  assessments
may vary depending on the risk the  institution  poses to its deposit  insurance
fund.  Such risk level is determined by reference to the  institution's  capital
level and the FDIC's level of supervisory concern about the institution.


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Congress is considering  legislation to eliminate the federal thrift charter and
the  separate  federal  regulation  of savings  and loan  associations,  and the
Department of the Treasury is preparing a report for Congress on the development
of a common  charter for all  financial  institutions.  As a result,  The Winton
Savings  and Loan Co. may have to convert to a different  financial  institution
charter or might be regulated under federal law as a bank. If The Winton Savings
and Loan Co.  becomes a bank or is regulated as a bank, it would become  subject
to  the  more  restrictive  activity  limitations  imposed  on  national  banks.
Moreover,  Winton Financial Corporation might become subject to more restrictive
holding company requirements, including activity limits and capital requirements
similar to those  imposed on The Winton  Savings and Loan Co.  Winton  Financial
Corporation  cannot  predict the impact of the  conversion of The Winton Savings
and Loan Co. to, or  regulation  of The Winton  Savings  and Loan Co. as, a bank
until any legislation requiring such change is enacted.

Specific References

In addition to the  foregoing,  some of the matters,  which are addressed in the
Form 10-K and Forms 10-Q's  filed by Winton  Financial  Corporation  and contain
forward-looking statements, include the following.


Pending legislation or proposals regarding changes in charter or regulation.

Management's  determination  of the amount of the  allowance for loan losses and
expectations regarding its adequacy.

Management's  efforts to reduce the  higher  degree of risk in second  mortgage,
multifamily residential real estate, developed building lot, nonresidential real
estate and construction loans.

Management's  expectation  that  secondary  market  activities  will continue to
increase if interest rates decline.

Management's efforts to manage delinquencies.

Management's efforts to manage interest rate risk.

Management's characterization of its competition.

Pending regulatory proposals.

Levels of deposit insurance assessments.


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