<PAGE>   1
                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

 (Mark One)

    [ X ]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                EXCHANGE ACT OF 1934 [Fee Required]

             For the Fiscal Year September 30, 1997
                                                         OR

    [   ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                EXCHANGE ACT OF 1934 [No Fee Required]

             For the transition period from ______________to___________________

                                          Commission File Number: 0-18993

                                           WINTON FINANCIAL CORPORATION
                                  (Name of small business issuer in its charter)
<TABLE>
<CAPTION>
 
<S>                                                          <C>       
                          Ohio                                    31-1303854
             -------------------------------                   ----------------
             (State or other jurisdiction of                   (I.R.S. Employer
             incorporation or organization)                  Identification Number)
</TABLE>

                    5511 Cheviot Road, Cincinnati, Ohio 45247
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                    Issuer's telephone number: (513) 385-3880
                                               --------------

      Securities registered pursuant to Section 12(b) of the Exchange Act:
                                      None
                                      ----

      Securities registered pursuant to Section 12(g) of the Exchange Act:
                        Common Shares, without par value
                        --------------------------------
                                (Title of Class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the preceding 12 months (or for such
shorter period that the issuer was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes X  No
                                                                  ---   ---

Check if there is no disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of issuer's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [X]

State the issuer's revenues for its most recent fiscal year:  $25.9 million
                                                              -------------

Based upon the last sale price quoted by The American Stock Exchange, Inc. as of
December 16, 1997, the aggregate market value of the voting stock held by
non-affiliates of the Registrant, on that date was $12.1 million.

At December 19, 1997, there were 2,006,152 of the Registrant's Common Shares
issued and outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

<TABLE>
<CAPTION>
<S>                        <C>
Part I of Form 10-KSB:     Safe Harbor Under the Private Securities Litigation Reform Act of 1995 in Exhibit 99.
Part II of Form 10-KSB:    Portions of the 1996 Annual  Report to  Shareholders  for the fiscal  year ended  September  30,
                           1997, in Exhibit 13.
Part III of Form 10-KSB:   Proxy Statement for 1998 Annual Meeting of Shareholders in Exhibit 20.
</TABLE>

Transitional Small Business Disclosure Format  Yes       No  X
                                                   ----     ----



<PAGE>   2


                                     PART I

ITEM 1.          DESCRIPTION OF BUSINESS

GENERAL

        Winton Financial Corporation ("WFC") was incorporated as an Ohio
corporation in 1989 and, in 1990, acquired all of the issued and outstanding
common shares of The Winton Savings and Loan Co. ("Winton"), a savings and loan
association incorporated under the laws of the State of Ohio, in connection with
the holding company reorganization of Winton. As a unitary savings and loan
holding company, WFC, through Winton, is engaged in the savings and loan
business.

        On January 5, 1996, Blue Chip Savings Bank ("Blue Chip") merged with and
into Winton (the "Merger"). As a result of the Merger, Winton acquired $33.9
million in assets, $27.3 million in deposits and a downtown Cincinnati branch.
The Merger was accounted for as a pooling of interests. Therefore, all financial
information for WFC or Winton at, or for the years ended, September 30, 1995
through September 30, 1993, have been previously restated to include Blue Chip.
WFC's activities have been limited primarily to holding the common shares of
Winton. Consequently, the following discussion focuses primarily on the business
of Winton.

        Winton is principally engaged in the business of making first mortgage
loans to finance the purchase, construction or improvement of one- to
four-family residential real estate or other real property located in Winton's
primary market area. Loan funds are obtained primarily from savings deposits,
which are insured up to applicable limits by the Federal Deposit Insurance
Corporation (the "FDIC") in the Savings Association Insurance Fund ("SAIF"),
loan repayments and Federal Home Loan Bank ("FHLB") advances. Interest earned on
such loans is Winton's primary source of revenue. In addition to originating
loans, Winton invests in U.S. Government and agency obligations,
interest-bearing deposits in other financial institutions and mortgage-backed
securities.

        Winton conducts business from its five full-service offices in Hamilton
County, Ohio, and serves a market area which includes the Ohio counties of
Hamilton, Butler, Clinton, Clermont, Montgomery, Brown, Adams, Franklin and
Warren, the Indiana counties of Ripley, Franklin, Union and Dearborn and the
Kentucky counties of Boone, Campbell, Gallatin and Kenton. Winton is authorized
to originate loans in the States of Indiana and Kentucky.

        As a savings and loan holding company, WFC is subject to regulation,
supervision and examination by the Office of Thrift Supervision of the United
States Department of the Treasury (the "OTS"). As a savings and loan association
incorporated under the laws of the State of Ohio, Winton is subject to
regulation, supervision and examination by the OTS, the FDIC and the Ohio
Division of Financial Institutions (the "Division"). Winton is also a member of
the FHLB of Cincinnati.

FORWARD-LOOKING STATEMENTS

        When used in this Form 10-KSB, the words or phrases "will likely
result," "are expected to," "will continue," "is anticipated," "estimated,"
"projected," or similar expressions are intended to identify "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such statements are subject to certain risks and uncertainties
including changes in economic conditions in Winton's market area, changes in
policies by regulatory agencies, fluctuations in interest rates, demand for
loans in Winton's market area and competition, that could cause actual results
to differ materially from historical earnings and those presently anticipated or
projected. Factors listed above could affect WFC's financial performance and
could cause WFC's actual results for future periods to differ materially from
any statements expressed with respect to future periods. See Exhibit 99 hereto
"Safe Harbor Under the Private Securities Litigation Reform Act of 1995," which
is incorporated herein by reference.

        WFC does not undertake, and specifically disclaims any obligation, to
publicly revise any forward-looking statements to reflect events or
circumstances after the date of such statements or to reflect the occurrence of
anticipated or unanticipated events.

LENDING ACTIVITIES

        GENERAL. Winton's principal lending activity is the origination of
conventional fixed-rate and variable-rate mortgage loans for the acquisition or
construction of one- to four-family residences located in Winton's primary
market area. Loans 


                                      -2-
<PAGE>   3

secured by multi-family properties, including construction and permanent
mortgage loans on condominiums, multi-unit and nonresidential properties, are
also offered by Winton. Winton also originates loans insured by the Federal
Housing Administration and guaranteed by the Veterans Administration, both of
which it sells into the secondary market. Loans secured by nonresidential
properties, including retail, office and other types of business facilities, are
also originated by Winton. In addition to residential and nonresidential real
estate lending, Winton originates consumer loans, including passbook,
automobile, secured, unsecured, home improvement and home equity line of credit
loans. Winton's portfolio of loans, loans held for sale and mortgage-backed
securities totaled approximately $296.0 million, in the aggregate, at September
30, 1997, and represented 91% of total assets.

        LOAN AND MORTGAGE-BACKED SECURITIES MATURITY SCHEDULE. The following
table sets forth certain information, as of September 30, 1997, regarding the
dollar amount of loans and mortgage-backed securities maturing in Winton's
portfolio based on their contractual terms to maturity, before giving effect to
net items. See "Mortgage-Backed Securities" for more information regarding
Winton's portfolio of mortgage-backed securities. Demand loans, loans having no
stated schedule of repayments or without stated maturity and overdrafts are
reported as due in one year or less.

<TABLE>
<CAPTION>
                                                                     Due over        Due over
                                                                    3 years to      5 years to
                                Due in      Due in      Due in    5 years after   10 years after     Due over
                                 1998        1999        2000         9/30/97         9/30/97        10 years      Totals
                                 ----        ----        ----         -------         -------        --------      ------
                                                                      (In thousands)

<S>                             <C>          <C>      <C>              <C>             <C>            <C>          <C>     
Real estate mortgage loans      $ 6,164      $6,676   $7,232           $16,316         $54,251        $173,358     $263,997
Mortgage-backed securities -
   held to maturity                   -           -   -                      3              26          14,585       14,614
Mortgage-backed securities -
   available for sale                 -           -   -                      -               -             799          799
Construction and land
    loans (1)                    17,968       1,670    1,823                  -               -              -       21,461
Consumer and other loans          2,910       1,483      610                  -               -              -        5,003
                                -------     -------   ------      ------------    ------------    -------------- ----------
Total loans and
   mortgage-backed securities   $27,042      $9,829   $9,665           $16,319         $54,277        $188,742     $305,874
                                =======      ======   ======           =======         =======        ========     ========
-----------------------------

<FN>
(1) Includes construction loans for which Winton has committed to a permanent end-loan.
</TABLE>

        The following table sets forth, at September 30, 1997, the dollar amount
of all loans and mortgage-backed securities, before net items, which have
predetermined interest rates and floating or adjustable interest rates:

<TABLE>
<CAPTION>

                                                                    Predetermined          Floating or   
                                                                        rates            adjustable rates
                                                                    -------------        ----------------
                                                                                (In thousands)           
                                                                                                         
<S>                                                                      <C>                   <C>       
               Real estate mortgage loans                                $143,704              $137,561  
               Loans held for sale                                          4,210                     -  
               Consumer and other loans (1)                                 4,986                     -  
               Mortgage-backed securities - held to maturity                   35                14,579  
               Mortgage-backed securities - held for sale                       -                   799  
                                                                         --------              --------  
                                                                                                         
                  Total                                                  $152,935              $152,939  
                                                                         ========              ========  
--------------------------------

<FN>
(1)      Includes lines of credit in the aggregate amount of $1.6 million made
         to businesses which are secured by assets other than real estate.
</TABLE>

                                      -3-
<PAGE>   4

         LOAN AND MORTGAGE-BACKED SECURITIES PORTFOLIO COMPOSITION. The
following table sets forth certain information concerning the composition of
Winton's loan and mortgage-backed securities portfolio at the dates indicated:

<TABLE>
<CAPTION>
                                                                        At September 30,
                                             ----------------------------------------------------------------------------
                                                       1997                     1996                       1995
                                             ----------------------     ----------------------     ----------------------
                                               Amount        %            Amount         %           Amount        %
                                             ---------    ---------     ---------    ---------     ---------    ---------
                                                                     (Dollars in thousands)

<S>                                          <C>              <C>       <C>              <C>       <C>              <C>   
Type of loan or investment:
   Conventional real estate loans:
     One- to four-family
       Interim construction                  $  13,536          4.6%    $  15,049          5.6%    $  13,224          5.9%
       Loans on existing properties (1)        145,039         49.0       144,306         53.5       120,124         53.3
       Loans held for sale                       4,210          1.4         2,735          1.0         1,079           .5
     Multifamily
       Interim construction                      1,500           .5         2,475           .9         1,400           .6
       Loans on existing properties             71,798         24.3        55,507         20.6        44,298         19.6
     Land and lot loans                          5,024          1.7         2,326           .9         1,910           .8
     Nonresidential real estate loans
       Interim construction                      1,401           .5           450           .1         1,486           .7
       Loans on existing properties             42,950         14.5        37,001         13.7        28,603         12.7
   Mobile home loans                                17         --               3         --               7         --
   Consumer and other loans (2)                  4,986          1.7         2,405           .9         3,755          1.7
   Mortgage-backed securities - held
       to maturity                              14,614          4.9        16,414          6.1        17,960          8.0
   Mortgage-backed securities - available
       for sale                                    799           .3         2,942          1.1         1,482           .6
                                             ---------    ---------     ---------    ---------     ---------    ---------
                                               305,874        103.4       281,613        104.4       235,328        104.4
Less:
  Loans in process                              (8,364)        (2.8)      (10,150)        (3.8)       (8,331)        (3.7)
  Deferred loan origination fees                  (726)         (.3)         (760)         (.3)         (937)         (.4)
  Allowance for loan losses                       (827)         (.3)         (857)         (.3)         (654)         (.3)
                                             ---------    ---------     ---------    ---------     ---------    ---------

    Total loans and mortgage-backed
      securities                             $ 295,957        100.0%    $ 269,846        100.0%    $ 225,406        100.0%
                                             =========    =========     =========    =========     =========    =========

Type of security:
  Residential
    One- to four-family                      $ 158,575         53.6%    $ 159,355         59.1%    $ 133,348         59.2%
    Multifamily residential                     73,298         24.8        57,982         21.5        45,698         20.3
    Loans held for sale                          4,210          1.4         2,735          1.0         1,079           .5
  Nonresidential real estate                    44,351         15.0        37,451         13.8        30,089         13.4
  Land and lot loans                             5,024          1.7         2,326           .9         1,910           .8
  Mortgage-backed securities                    15,413          5.2        19,356          7.2        19,442          8.6
  Deposit accounts                                 467           .2           389           .1           329           .1
  Other                                          4,536          1.5         2,019           .8         3,433          1.5
                                             ---------    ---------     ---------    ---------     ---------    ---------
                                               305,874        103.4       281,613        104.4       235,328        104.4
Less:
  Loans in process                              (8,364)        (2.8)      (10,150)        (3.8)       (8,331)        (3.7)
  Deferred loan origination fees                  (726)         (.2)         (760)         (.3)         (937)         (.4)
  Allowance for loan losses                       (827)         (.3)         (857)         (.3)         (654)         (.3)
                                             ---------    ---------     ---------    ---------     ---------    ---------

Total loans and mortgage-backed securities   $ 295,957        100.0%    $ 269,846        100.0%    $ 225,406        100.0%
                                             =========    =========     =========    =========     =========    =========
                                                                                                                ---------

<FN>
(1)      Includes first and second mortgage loans and home equity lines of credit.

(2)      Includes lines of credit in the aggregate amount of $1.6 million made to businesses which are secured by assets
         other than real estate.
</TABLE>


                                      -4-
<PAGE>   5
        ONE- TO FOUR-FAMILY RESIDENTIAL REAL ESTATE LOANS. The primary lending
activity of Winton has been the origination of conventional loans for the
acquisition or construction of one- to four-family residential properties,
located within Winton's primary market area. Each of such loans is secured by a
mortgage on the underlying real estate and improvements thereon. At September
30, 1997, 55.0% of Winton's total outstanding loans and mortgage-backed
securities consisted of loans secured by, respectively, first and second
mortgage loans and home equity lines of credit secured by one- to four-family
residential real estate, including loans held for sale. Second mortgages and
home equity lines of credit are subject to a higher degree of risk than first
mortgage loans, because, in the event of default or foreclosure, amounts due on
first mortgages have a prior claim to available funds. Most of the second
mortgages and home equity lines of credit made by Winton are secured by property
on which it holds the first mortgage.

        OTS regulations and Ohio law limit the amount which Winton may lend in
relationship to the appraised value of the real estate and improvements thereon
at the time of loan origination. In accordance with such regulations, Winton
makes loans on single-family residences up to 95% of the value of the real
estate and improvements (the "Loan-to-Value Ratio" or "LTV"). Winton also makes
loans over the 95% LTV, though most of those loans are sold in the secondary
market with recourse. Generally, Winton requires private mortgage insurance
and/or charges premium interest rates for loans over 80% LTV.

        Winton offers adjustable-rate mortgage loans ("ARMs") with interest rate
adjustment periods of generally one or three years. The interest rates initially
charged on ARMs and the new rate at each adjustment date are determined by
adding a stated margin to the one-year or three-year United States Treasury bill
rate at the time the loan is originated. The initial interest rate for a
three-year ARM is set slightly higher than for the one-year ARM to compensate
Winton for the increased exposure to risk resulting from interest-rate
fluctuations during the adjustment period. The maximum adjustment at each
adjustment date for one-year ARMs is usually 2%, with a maximum adjustment of 6%
over the term of the loan. The maximum adjustment on three-year ARMs presently
originated by Winton is 2% at each adjustment date, with a maximum adjustment of
6% over the life of the loan. None of Winton's ARMs have negative amortization
features Of the total mortgage loans originated by Winton during the fiscal year
ended September 30, 1997, 30.0% were ARMs and 70.0% were fixed-rate.

        Residential mortgage loans offered by Winton are usually for terms of 10
to 30 years. Due to the general long-term nature of an investment in mortgage
loans, such loans could have an adverse effect upon the earnings spread of an
association if such loans do not reprice as quickly as the association's cost of
funds. To minimize such effect, Winton emphasizes the origination of ARMs.
Furthermore, experience during recent years reveals that, as a result of
prepayments in connection with refinancings and sales of the underlying
properties, residential loans generally remain outstanding for periods which are
substantially shorter than the maturity of such loans.

        At September 30, 1997, Winton had nonperforming loans totaling $263,000
in its one- to four-family portfolio. One- to four-family loans constituted
$73.8 million, or 50.0%, of the $147.7 million of loans originated in fiscal
1997.

        MULTIFAMILY RESIDENTIAL REAL ESTATE LOANS. In addition to loans on one-
to four-family properties, Winton makes adjustable- and fixed-rate loans secured
by multifamily properties containing over four units. At September 30, 1997,
loans secured by multifamily properties (excluding construction loans) totaled
approximately $71.8 million, or 24.3% of total loans and mortgage-backed
securities.

        Multifamily lending is generally considered to involve a higher degree
of risk because the loan amounts are larger and the borrower typically depends
upon income generated by the project to cover operating expenses and debt
service. The profitability of a project can be affected by economic conditions,
government policies and other factors beyond the control of the borrower. Winton
attempts to reduce the risk associated with multifamily lending by evaluating
the credit-worthiness of the borrower and the projected income from the project
and by obtaining personal guarantees on loans made to corporations and
partnerships. Winton requires that the borrower agrees to submit rent rolls and
financial statements annually to enable Winton to monitor the loan.

        Multifamily loans generally have terms of up to 25 years and a maximum
LTV of 75%, although a higher LTV occasionally is approved for an established
borrower. Such loans are currently made with the same adjustment schedules,
indexes and caps as for one- to four-family residential ARMs, at adjustable
interest rates with a margin of 3% over the index.

        At September 30, 1997, Winton had nonperforming loans totaling $28,000
in its multifamily residential portfolio. Multifamily loans constituted $37.0
million, or 25.0%, of the $147.7 million of loans originated in fiscal 1997.


                                      -5-
<PAGE>   6

        LAND AND LOT LOANS. Winton originates loans to individuals and to
builders secured by mortgages on unimproved developed real estate upon which
residential properties will be constructed. The $5.0 million in land loans
outstanding at September 30, 1997, consisted of loans to a large residential
subdivision developer, and loans to individuals and builders used for the
acquisition of residential building lots. Such land and lot loans comprised
approximately 1.7% of the total loans and mortgage-backed securities portfolio
at September 30, 1997. The largest land and lot loan outstanding at September
30, 1997, was a $3.2 million loan secured by property to be developed for
multifamily, condominium and single-family dwellings.

        Loans on unimproved developed real estate are generally considered to be
subject to a higher degree of risk because the borrower typically depends on a
sale of the property or the later improvement of the property to cover debt
service. The ability to sell or develop unimproved real estate is affected by
economic conditions, government policies and other factors beyond the control of
the borrower. These risks are increased if the unimproved real estate is for an
entire subdivision rather than a single residential lot. Winton reviews the
viability of the unimproved real estate for improvement and sale and evaluates
the credit-worthiness of the borrowers for these loans.

        Developed building lot loans are generally made for a 20-year term with
a five-year balloon payment of principal due upon expiration of the loan term
and generally a maximum LTV of 75%.

        Winton had no nonperforming loans secured by unimproved developed real
estate at September 30, 1997. Land and lot loans constituted $4.2 million, or
2.9%, of the $147.7 million of loans originated in fiscal 1997.

        NONRESIDENTIAL REAL ESTATE LOANS. At September 30, 1997, Winton has
nonresidential real estate loans in its portfolio, all in its primary market
area, including loans secured by retail, office and other types of business
facilities. The largest nonresidential real estate loan outstanding at September
30, 1997, was a $2.0 million loan secured by an office building. Nonresidential
permanent loans comprised 15.0% of total loans and mortgage-backed securities
and 13.7% of total assets at September 30, 1997.

        Nonresidential real estate lending is generally considered to involve a
higher degree of risk than residential lending due to the relatively larger loan
amounts and the effects of general economic conditions on the successful
operation of income-producing properties. If the cash flow on the property is
reduced, for example, as leases are not obtained or renewed, the borrower's
ability to repay may be impaired. Winton 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 management constructing and operating the
property, the debt service ratio, the quality and characteristics of the income
stream generated by the property and appraisals supporting the property's
valuation.

        In recent years, nonresidential real estate loans have been made
primarily on an adjustable-rate basis, with loan terms generally up to a maximum
of 25 years, although Winton has made a limited number of fixed-rate
nonresidential real estate loans during that period. These loans are typically
made at a maximum 75% LTV, although a higher Loan-to-Value Ratio is occasionally
approved for established borrowers. Adjustable-rate nonresidential real estate
loans have the same adjustment schedules, index and caps as the residential ARMs
described above in "One- to Four-family Residential Real Estate Loans."

        At September 30, 1997, Winton had nonperforming loans totaling $179,000
in its nonresidential loan portfolio. Nonresidential loans constituted $14.7
million, or 9.9%, of the $147.7 million of loans originated in fiscal 1997.

        Federal regulations limit the amount of nonresidential mortgage loans
which an association may make to 400% of its capital. At September 30, 1997,
Winton's nonresidential permanent mortgage loans totaled 199% of Winton's
capital.

        CONSTRUCTION LOANS. Winton offers residential construction loans both to
owner-occupants and to builders for loans being built under contract with
owner-occupants. To a very limited extent, Winton also makes construction loans
to persons constructing projects for investment purposes. At September 30, 1997,
a total of $16.4 million, or approximately 5.6%, of Winton's total loans and
mortgage-backed securities, and 5.1% of total assets, consisted of construction
loans.

        Construction loans generally involve greater underwriting and default
risks than do loans secured by mortgages on existing properties due to the
concentration of principal in a limited number of loans and borrowers and the
effects of general economic conditions on real estate developments, developers,
managers and builders. In addition, such loans are more difficult to evaluate
and monitor. Loan funds are advanced upon the security of the project under
construction, which is


                                      -6-
<PAGE>   7

more difficult to value before the completion of construction. Moreover, because
of the uncertainties inherent in estimating construction costs, it is relatively
difficult to evaluate accurately the LTVs and the total loan funds required to
complete a project. In the event a default on a construction loan occurs and
foreclosure follows, Winton would have to take control of the project and
attempt either to arrange for completion of construction or dispose of the
unfinished project. Almost all of Winton's construction loans are secured by
properties in Hamilton County; the other Ohio counties of Clinton, Clermont,
Warren, Butler, Montgomery, Brown, Adams and Franklin; the Indiana counties of
Ripley, Franklin, Union and Dearborn; and the Kentucky counties of Boone,
Campbell, Gallatin and Kenton. The economy of such lending area has been
relatively stable over the three years ended September 30, 1997.

        Generally, construction loans have terms ranging from 6 to 12 months at
fixed rates of interest over the construction period. Residential construction
loans and nonresidential construction loans are interim loans which are replaced
by permanent fixed- or adjustable-rate loans at the end of the construction
period. Such permanent loans may or may not be obtained from Winton.

        At September 30, 1997, none of Winton's construction loans were
nonperforming. Construction loans constituted $25.7 million, or 17.4%, of the
$147.7 million of loans originated in fiscal 1997.

        MOBILE HOME LOANS. To a very limited extent, Winton originates loans on
both new and used mobile homes. At September 30, 1997, the aggregate outstanding
principal balance of mobile home loans in Winton's portfolio was approximately
$17,000, or less than 1.0% of total loans and mortgage-backed securities.

        Consumer loans, particularly consumer loans that are unsecured or are
secured by rapidly depreciating assets such as automobiles, may entail greater
risk than residential loans. Repossessed collateral for a defaulted consumer
loan may not provide an adequate source of repayment of the outstanding loan
balance. The risk of default on consumer loans increases during periods of
recession, high unemployment and other adverse economic conditions. Such loans
are generally made at fixed rates of interest, with the rate charged on loans
for used mobile homes generally set higher than for new mobile homes. The
maximum term of mobile home loans is 10 years for new homes and seven years for
used homes. Winton usually obtains a security interest in the mobile home to
which the loan pertains.

        Federal regulations permit an association to invest without limitation
in mobile home loans.

        CONSUMER AND OTHER LOANS. Winton makes various types of consumer loans,
including loans made to depositors on the security of their savings deposits,
automobile loans, commercial loans, loans secured by stock of entities other
than WFC, lines of credit to businesses secured by non-real estate assets and
unsecured personal loans. At September 30, 1997, consumer and other loans
constituted 1.7% of Winton's total loans and mortgage-backed securities and 1.5%
of total assets.

        Consumer loans are generally made at fixed rates of interest tied to the
prime rate, generally for terms of from 90 days to five years. Consumer loans,
particularly consumer loans that are unsecured or are secured by rapidly
depreciating assets such as automobiles, may entail greater risk than
residential loans. Repossessed collateral for a defaulted consumer loan may not
provide an adequate source of repayment of the outstanding loan balance. The
risk of default on consumer loans increases during periods of recession, high
unemployment and other adverse economic conditions.

        Although Winton has not had significant delinquencies on consumer loans,
no assurance can be provided that delinquencies will not increase. At September
30, 1997, Winton had nonperforming loans totaling $2,000 in its consumer loan
portfolio. Consumer loans constituted $18.0 million, or 12.2%, of the $147.7
million of loans originated in fiscal 1997.

        MORTGAGE-BACKED SECURITIES. In recent years, Winton has purchased
mortgage-backed securities insured or guaranteed by government agencies in order
to improve Winton's asset portfolio yield by profitably investing excess funds.
Winton intends to continue to purchase such mortgage-backed securities when
conditions favor such a portfolio investment. At September 30, 1997,
mortgage-backed securities totaled approximately $15.4 million, or 5.2% of total
loans and mortgage-backed securities. All but $799,000 of Winton's
mortgage-backed securities at September 30, 1997, were designated as being held
to maturity. In accordance with Statement of Financial Accounting Standards
("SFAS") No. 115, those mortgage-backed securities designated as being held to
maturity are carried on Winton's balance sheet at cost. The market value of the
$14.6 million in mortgage-backed securities held to maturity at September 30,
1997 was $14.3 million. The remaining $799,000 in mortgage-backed securities at
September 30, 1997, was designated as available for sale. In accordance with
SFAS No. 115, the mortgage-backed securities available for sale are carried on
Winton's balance sheet at market value, with unrealized gains or losses carried
as an adjustment to shareholders' equity, net of applicable taxes.



                                      -7-
<PAGE>   8

        Winton maintains a significant portfolio of mortgage-backed pass-through
securities in the form of Federal Home Loan Mortgage Corporation ("FHLMC"),
Federal National Mortgage Association ("FNMA") and Government National Mortgage
Association ("GNMA") participation certificates. Mortgage-backed pass-through
securities generally entitle Winton to receive a portion of the cash flows from
an identified pool of mortgages and gives Winton an interest in the pool of
mortgages. FHLMC, FNMA and GNMA securities are each guaranteed by their
respective agencies as to principal and interest.

        Winton has also invested in collateralized mortgage obligations
("CMOs"). CMOs are mortgage derivative products, secured by an underlying pool
of mortgages. Winton has no ownership interest in the mortgages, except to the
extent they serve as collateral. Payment streams from the mortgages serving as
collateral are reconfigured with varying terms and timing of payment to the CMO
investor. Though they can be used for hedging and investment, CMOs can expose
investors to higher risk of loss than direct investments in mortgage-backed
pass-through securities, particularly with respect to price volatility and the
lack of a broad secondary market in such securities. The OTS has deemed certain
CMOs and other mortgage derivative products to be "high-risk." None of Winton's
CMOs are in such "high-risk" category.

        Although mortgage-backed securities and CMOs generally yield less than
individual loans originated by Winton, they present less credit risk, because
mortgage-backed securities are guaranteed as to principal repayment by the
issuing agency and CMOs are secured by the underlying collateral. Because CMOs
and other mortgage-backed securities have a lower yield relative to current
market rates, retention of such investments could adversely affect Winton's
earnings, particularly in a rising interest rate environment. Although CMOs and
other mortgage-backed securities designated as available for sale are a
potential source of liquid funds for loan originations and deposit withdrawals,
the prospect of a loss on the sale of such investments limits the usefulness of
these investments for liquidity purposes.

        In addition, Winton has purchased adjustable-rate mortgage-backed
securities and CMOs as part of its effort to reduce its interest rate risk. In a
period of declining interest rates, Winton is subject to prepayment risk on such
adjustable-rate mortgage-backed securities and CMOs. Winton attempts to mitigate
this prepayment risk by purchasing mortgage-backed securities at or near par. If
interest rates rise in general, the interest rates on the loans backing the
mortgage-backed securities and CMOs will also adjust upward, subject to the
interest rate caps in the underlying adjustable-rate mortgage loans. However,
Winton is still subject to interest rate risk on such securities if interest
rates rise faster than the 1% to 2% maximum annual interest rate adjustments on
the underlying loans.

         At September 30, 1997, $15.3 million, or 99.8%, of Winton's
mortgage-backed securities and CMOs had adjustable rates. Although
adjustable-rate securities generally have a lower yield at the time of
origination than fixed-rate securities, the interest rate risk associated with
adjustable-rate securities is lower. See Item 6, Management's Discussion And
Analysis Of Financial Condition And Results Of Operations - Asset/Liability
Management. The following table sets forth certain information regarding
Winton's investment in mortgage-backed securities at the dates indicated:


<TABLE>
<CAPTION>
                                                         At September 30, 1997                        At September ******96      
                                            ------------------------------------------   -----------------------------------------  
                                                        Gross       Gross                             Gross      Gross              
                                           Amortized  unrealized unrealized  Estimated  Amortized  unrealized  unrealized  Estimated
                                             cost       gains      losses    fair value    cost      gains       losses   fair value
                                           --------   --------    --------    --------   --------   --------    --------   --------
                                                                                                                                   
                                                                         (In thousands)
<S>                                        <C>        <C>         <C>         <C>        <C>        <C>         <C>         <C>     
Mortgaged-backed securities held to
   maturity:
   FHLMC participation                     $  5,371   $     34    $    (92)   $  5,313   $  6,213   $     31    $   (149)   $  6,095
   certificates
   FNMA participation                         3,449          5         (63)      3,391      3,912          4         (90)      3,826
   certificates
   GNMA participation                           811         25        --           836        948       --          --           948
   certificates
   CMOs                                       4,983       --          (178)      4,805      5,341       --          (227)      5,114
                                           --------   --------    --------    --------   --------   --------    --------    --------
                                             14,614         64        (333)     14,345     16,414         35        (466)     15,983
Mortgage-backed securities available for
   sale:
   GNMA participation                           782         17        --           799        894       --            (6)        888
   certificates
   CMOs                                        --         --          --          --        2,058       --            (4)      2,054
                                           --------   --------    --------    --------   --------   --------    --------    --------
                                                782         17        --           799      2,952       --           (10)      2,942
                                           --------   --------    --------    --------   --------   --------    --------    --------
                                           $ 15,396   $     81    $   (333)   $ 15,144   $ 19,366   $     35    $   (476)   $ 18,925
                                           ========   ========    ========    ========   ========   ========    ========    ========
</TABLE>


                                      -8-
<PAGE>   9

         The combined amortized cost of mortgage-backed and related securities
designated as held to maturity or available for sale at September 30, 1997 and
1996, by contractual terms to maturity are shown below. Actual maturities will
differ from contractual maturities because borrowers generally may prepay
obligations without prepayment penalties. Also, the timing of cash flows will be
affected by management's intent to sell securities designated as available for
sale under certain economic conditions.

<TABLE>
<CAPTION>
                                                            Amortized cost at            Amortized cost at
                                                           September 30, 1997           September 30, 1996
                                                           -------------------          ------------------
                                                                              (In thousands)

<S>                                                               <C>                          <C>    
             Due within one year                                        -                     $  2,417
             Due after one through three years                          -                            -
             Due after three years through five years                   3                            3
             Due after five years through ten years                    26                           44
             Due after ten years through twenty years               1,841                            7
             Due after twenty years                                13,526                       16,895
                                                                 --------                     --------
                                                                  $15,396                      $19,366
                                                                  =======                      =======
</TABLE>


        LOAN SOLICITATION AND PROCESSING. Loan originations are developed from a
number of sources, including commissioned loan originators, loan brokers,
continuing business with depositors, other borrowers and real estate developers,
solicitations by Winton's directors, officers and lending staff and walk-in
customers.

        Loan applications for permanent mortgage loans are taken by loan
personnel. Winton obtains a credit report, verification of employment and other
documentation concerning the credit-worthiness of the borrower. An appraisal of
the fair market value of the real estate which will be given as security for the
loan is generally prepared by an independent fee appraiser approved by the Board
of Directors. An environmental study is conducted only if the appraiser or
management has reason to believe that an environmental problem may exist. For
multifamily and nonresidential mortgage loans, a personal guarantee is generally
required. Winton also obtains information with respect to prior projects
completed by the borrower. Upon the completion of the appraisal and the receipt
of information on the borrower, the application for a loan is submitted either
to the Loan Committee and/or the Board of Directors or to the secondary market
for approval or rejection. Any loan applications which are not accepted by the
secondary market are reviewed and accepted or rejected by the Loan Committee.

        If a mortgage loan application is approved, an attorney's opinion of
title or a title insurance policy is obtained on the real estate which will
secure the mortgage loan. Borrowers are required to carry fire and casualty
insurance and flood insurance, if applicable, and to name Winton as an insured
mortgagee.

        The procedure for approval of construction loans is the same as for
permanent mortgage loans, except that an appraiser evaluates the building plans,
construction specifications and estimates of construction costs. Winton also
evaluates the feasibility of the proposed construction project and the
experience and record of the builder.

        Consumer loans are underwritten on the basis of the borrower's credit
history and an analysis of the borrower's income and expenses, ability to repay
the loan and the value of the collateral, if any.

        Winton's loans carry provisions that the entire balance of the loan is
due upon sale of the property securing the loan.

        LOAN ORIGINATIONS, PURCHASES AND SALES. Winton has been actively
originating new 30-year, 20-year and 15-year fixed-rate and adjustable-rate
loans. Virtually all residential fixed-rate loans made by Winton are originated
on documentation which will permit a possible sale of such loans to FHLMC or
other secondary mortgage market participants. When mortgage loans are sold to
FHLMC or other secondary mortgage market participants, Winton generally retains
the servicing on such loans by collecting monthly payments of principal and
interest and forwarding such payments to the FHLMC or other secondary mortgage
market participants, net of a servicing fee; though certain loans originated
with the assistance of loan brokers are sold with the servicing rights released.
Fixed-rate loans not sold in the secondary market and generally all of the ARMs
originated by Winton are held in Winton's loan portfolio.

                                      -9-
<PAGE>   10

        Management sold $42.4 million of fixed- and adjustable-rate loans during
fiscal 1997, as compared to sales of $34.6 million of fixed-rate loans in fiscal
1996. Management believes secondary market activities will continue to increase
if interest rates decline.

        From time to time, Winton sells participation interests in mortgage
loans originated by Winton or purchases participation interests in loans
originated by other lenders. During the fiscal years ended September 30, 1997,
1996 and 1995, Winton sold participation in interests in loans totaling $11.4
million, $1.7 million and $1.1 million, respectively. Winton held participations
in loans originated by other lenders of approximately $1.7 million at September
30, 1997. Loans in which Winton purchases participation interests must meet or
exceed the underwriting standards for the loans which Winton originates.

        The following table presents Winton's mortgage loan origination,
purchase, sale and principal repayment activity for the periods indicated:

<TABLE>
<CAPTION>
                                                                     Year ended September 30,
                                             -------------------------------------------------------------------------
                                                    1997                        1996                       1995
                                             -------------------  -----------------------------  ---------------------
                                              Amount       %           Amount          %           Amount         %
                                             --------  ---------  --------------  -------------  -----------  --------
                                                                      (Dollars in thousands)
<S>                                          <C>           <C>       <C>            <C>          <C>          <C>   
Loans originated:
  Conventional real estate loans:
  One- to four-family
    Construction (1)                         $ 22,877       15.5%   $ 21,013         17.3%     $ 19,199       30.5%
    Fixed-rate loans on existing property      38,268       25.9      50,975         41.9        19,969       31.7
    Adjustable-rate loans on existing
      property                                 12,645        8.6      15,127         12.5         5,262        8.3
  Multifamily
    Construction                                1,500        1.0       1,075          0.9         1,400        2.2
    Fixed-rate loans on existing property      11,564        7.8       1,252          1.0         1,675        2.7
    Adjustable-rate loans on existing
      property                                 23,957       16.2      14,637         12.0         6,608       10.5
  Nonresidential real estate, land and
   lot loans
    Construction                                1,367        0.9         330          0.3           676        1.1
    Fixed-rate loans on existing property       9,801        6.6       5,021          4.1         3,666        5.8
    Adjustable-rate loans on existing
      property                                  7,682        5.2       8,524          7.0         3,235        5.1
  Consumer and other loans (2)                 18,003       12.2       3,589          3.0         1,332        2.1
                                             --------   --------    --------     --------      --------   --------
      Total loans originated                 $147,664      100.0%   $121,543        100.0%     $ 63,022      100.0%
                                             ========   ========    ========     ========      ========   ========

Loans and mortgage-backed securities
  purchased
  Mortgage-backed securities                 $     --         --%   $  3,380      100.0%   $  1,400      100.0%
                                             ========   ========    ========   ========    ========   ========

Loans and mortgage-backed securities sold:
  Loans                                      $ 42,413       78.8%   $ 34,645       91.7%   $ 16,566       93.9%
  Participations                               11,385       21.2%      1,732        4.6       1,074        6.1
  Mortgage-backed securities                       --         --       1,406        3.7          --         --
                                             --------   --------    --------   --------    --------   --------
      Total                                  $ 53,798   $  100.0%   $ 37,783      100.0%   $ 17,640      100.0%
                                             ========   ========    ========   ========    ========   ========
Principal Repayments:
  Loans                                      $ 63,990       96.1%   $ 40,475       95.2%   $ 38,279       93.8%
  Mortgage-backed securities                    2,615        3.9       2,040        4.8       2,515        6.2
                                             --------   --------    --------   --------    --------   --------
      Total                                  $ 66,605      100.0%   $ 42,515      100.0%   $ 40,794      100.0%
                                             ========   ========    ========   ========    ========   ========

<FN>
(1)     Includes construction loans for which Winton has committed to a permanent end-loan.

(2)     Consists primarily of auto and line of credit disbursements and change in loans in process.
</TABLE>

                                      -10-
<PAGE>   11


        FEDERAL LENDING LIMIT. OTS regulations impose a lending limit on the
aggregate amount that a savings association can lend to one borrower to an
amount equal to 15% of the association's total capital for risk-based capital
purposes plus any loan reserves not already included in total capital (the
"Lending Limit Capital"). A savings association may loan to one borrower an
additional amount not to exceed 10% of the association's Lending Limit Capital,
if the additional amount is fully secured by certain forms of "readily
marketable collateral." Real estate is not considered "readily marketable
collateral." In applying this limit, the regulations require that loans to
certain related or affiliated borrowers be aggregated. An exception to this
limit permits loans of any type to one borrower of up to $500,000. In addition,
the OTS, under certain circumstances, may permit exceptions to the lending limit
on a case-by-case basis.

        Based on the 15% limit, Winton was able to lend approximately $3.5
million to one borrower at September 30, 1997. Winton had no outstanding loans
in excess of such limit at September 30, 1997.

        LOAN ORIGINATION AND OTHER FEES. Winton realizes loan origination fee
and other fee income from its lending activities and also realizes income from
late payment charges, application fees, and fees for other miscellaneous
services.

        Loan origination fees and other fees are a volatile source of income,
varying with the volume of lending, loan repayments and general economic
conditions. All nonrefundable loan origination fees and certain direct loan
origination costs are deferred and recognized in accordance with SFAS No. 91, as
an adjustment to yield over the life of the related loan.

        DELINQUENT LOANS, NON PERFORMING ASSETS AND CLASSIFIED ASSETS. When a
borrower fails to make a required payment on a loan, Winton attempts to cause
the deficiency to be cured by contacting the borrower. In most cases,
deficiencies are cured promptly.

        Winton attempts to minimize loan delinquencies through the assessment of
late charges and adherence to its established collection procedures. After a
mortgage loan payment is 15 days delinquent, a late charge of 5% of the amount
of the payment is assessed and Winton will contact the borrower by mail or phone
to request payment. In certain limited instances, Winton may modify the loan or
grant a limited moratorium on loan payments to enable the borrower to reorganize
his financial affairs. If the loan continues in a delinquent status for 90 days
or more, Winton generally will initiate foreclosure proceedings.

        Real estate acquired by Winton as a result of foreclosure or by deed in
lieu of foreclosure is classified as "real estate owned" until it is sold. When
property is so acquired, it is recorded at the lower of the loan's unpaid
principal balance or fair value at the date of foreclosure less estimated
selling expenses. Periodically, real estate owned is reviewed to ensure that
fair value is not less than carrying value, and any allowance resulting
therefrom is charged to earnings as a provision for losses on real estate
acquired through foreclosure. All costs incurred from the date of acquisition
are expensed in the period paid.

        The following table reflects the amount of loans in delinquent status as
of the dates indicated:

<TABLE>
<CAPTION>
                                                                   At September 30,
                                             ------------------------------------------------------
                                              1997        1996        1995        1994        1993
                                             ------      ------      ------      ------      ------
                                                                (Dollars in thousands)
<S>                                          <C>         <C>         <C>         <C>         <C>   
Loans delinquent
  30 to 59 days                              $1,909      $3,186      $2,350      $1,905      $2,983
  60 to 89 days                                 672         692         337         348         679
  90 or more days                               472         923         602         432       1,401
                                             ------      ------      ------      ------      ------

    Total delinquent loans                   $3,053      $4,801      $3,289      $2,685      $5,063
                                             ======      ======      ======      ======      ======

Ratio of total delinquent loans to total
  loans (1)                                    1.05%       1.83%       1.52%       1.29%       2.82%
                                             ======      ======      ======      ======      ======

-------------------------------------
<FN>
(1)     Includes loans held for sale.

</TABLE>

                                      -11-
<PAGE>   12

        All delinquent loans are reviewed on a regular basis and are placed on
non-accrual status when, in the opinion of management, the collection of
additional interest is doubtful. Residential mortgage loans are placed on
non-accrual status when either principal or interest is considered
uncollectible. Consumer loans generally are charged off when the loan becomes
over 120 days delinquent. Nonresidential real estate loans are evaluated for
non-accrual status when the loan is 90 days or more past due. Interest accrued
and unpaid at the time a loan is placed on non-accrual status is charged against
interest income. Subsequent payments are either applied to the outstanding
principal balance or recorded as interest income, depending on the assessment of
the ultimate collectibility of the loan. The amount of interest which would have
been earned on nonaccruing loans, had such loans been current, for the year
ended September 30, 1997, is approximately $26,000.

        The following table sets forth information with respect to Winton's
nonperforming assets for the periods indicated. During the periods shown, Winton
had no restructured loans within the meaning of SFAS No. 15. In addition, as of
September 30, 1997, Winton had no loans which were not reflected in the table as
non-accrual, 90 days past due or restructured, which may become so in the near
future because management has concerns as to the ability of the borrowers to
comply with repayment terms.

<TABLE>
<CAPTION>
                                                       At September 30,
                                     ------------------------------------------------------
                                      1997        1996        1995        1994        1993
                                     ------      ------      ------      ------      ------
                                                      (Dollars in thousands)
<S>                                  <C>         <C>         <C>         <C>         <C>   
 Loans accounted for on a
 non-accrual
   basis:(1)
   Real estate:
   Construction                      $   --      $   --      $   --      $   --      $  262
   Residential                          214         548         130         311         472
   Nonresidential                       179          57         448          --         223
   Consumer and other                    --          --          --          --         185
                                     ------      ------      ------      ------      ------
     Total                              393         605         578         311       1,142

Accruing loans which are
  contractually past due 90 days
or
  more:
   Real estate:
   Residential                           77         132          --         114         199
   Nonresidential                        --         182          24          --          42
   Consumer and other                     2           4          --           7          18
                                     ------      ------      ------      ------      ------
     Total                               79         318          24         121         259
                                     ------      ------      ------      ------      ------
Total of non-accrual and 90 days
past                                 $  472      $  923      $  602      $  432      $1,401
                                     ======      ======      ======      ======      ======
  due loans

Percentage of total loans              0.16%       0.35%       0.28%       0.21%       0.78%
                                     ======      ======      ======      ======      ======

Other nonperforming assets(2)        $  513      $  561      $  343      $  206      $  209
                                     ======      ======      ======      ======      ======
--------------------

<FN>
(1)     Non-accrual status denotes loans on which, in the opinion of management, the collection of additional interest is unlikely,
        or loans that meet non-accrual criteria as established by regulatory authorities. Payments received on a non-accrual loan
        are either applied to the outstanding principal balance or recorded as interest income, depending on management's assessment
        of the collectibility of the loan.

(2)     Consists of real estate acquired through foreclosure which is carried at the lower of cost or fair value less estimated
        selling expenses.
</TABLE>


During fiscal 1993, nonperforming assets were at a higher level than in fiscal
1994, due to an overall increase in loan delinquencies. The 39% increase in
nonperforming assets to $602,000 at the end of fiscal 1995 was primarily
attributable to one delinquent commercial loan of approximately $448,000 which
was paid current in October 1995. The 53% increase in nonperforming loans at the
end of fiscal 1996 resulted from the increased size of the loan portfolio and
increased loan 


                                      -12-
<PAGE>   13

delinquencies. The 49% decline in nonperforming loans during fiscal 1997
resulted primarily from collections on loan accounts acquired through the Blue
Chip merger.

        OTS regulations require that each thrift institution classify its own
assets on a regular basis. Problem assets are classified as "substandard,"
"doubtful" or "loss." "Substandard" assets have one or more defined weaknesses
and are characterized by the distinct possibility that the insured institution
will sustain some loss if the deficiencies are not corrected. "Doubtful" assets
have the same weaknesses as "substandard" assets, with the additional
characteristics that (i) the weaknesses make collection or liquidation in full
on the basis of currently existing facts, conditions and values questionable and
(ii) there is a high possibility of loss. An asset classified "loss" is
considered uncollectible and of such little value that its continuance as an
asset of the institution is not warranted. The regulations also contain a
"special mention" category, consisting of assets which do not currently expose
an institution to a sufficient degree of risk to warrant classification but
which possess credit deficiencies or potential weaknesses deserving management's
close attention.

        Generally, Winton classifies as "substandard" all loans that are
delinquent more than 60 days, unless management believes the delinquency status
is short-term due to unusual circumstances. Loans delinquent fewer than 60 days
may also be classified if the loans have the characteristics described above
rendering classification appropriate.

        The aggregate amount of Winton's classified assets at September 30, 1997
was as follows:

<TABLE>
<CAPTION>
                                          At September 30, 1997
                                          ---------------------
                                              (In thousands)

<S>                                               <C>   
Substandard                                       $1,084
Doubtful                                               -
Loss                                                   -
                                                  ------

Total classified assets                           $1,084
                                                  ======
</TABLE>


        Federal examiners are authorized to classify an association's assets. If
an association does not agree with an examiner's classification of an asset, it
may appeal this determination to the appropriate Regional Director of the OTS.
Winton had no disagreements with the examiners regarding the classification of
assets at the time of the last examination.

        OTS regulations require that Winton establish prudent general allowances
for loan losses for any loan classified as substandard or doubtful. If an asset,
or portion thereof, is classified as loss, the association must either establish
specific allowances for losses in the amount of 100% of the portion of the asset
classified loss, or charge off such amount.

        ALLOWANCE FOR LOAN LOSSES. The Board of Directors reviews on a quarterly
basis the allowance for loan losses as it relates to 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 and possible losses arising from
specific problem assets. To a lesser extent, management also considers loan
concentrations to single borrowers and changes in the composition of the loan
portfolio. While the Board of Directors believes that it uses the best
information available to determine the allowance for loan losses, unforeseen
market conditions could result in adjustments, and net earnings could be
significantly affected if circumstances differ substantially from the
assumptions used in making the final determination. At September 30, 1997,
Winton's allowance for loan losses totaled $827,000.



                                      -13-
<PAGE>   14

        The following table sets forth an analysis of Winton's allowance for
losses on loans for the periods indicated.

<TABLE>
<CAPTION>
                                                                   Year ended September 30,
                                              1997            1996             1995           1994            1993
                                             -------         ------           ------         -------         ------
                                                                       (Dollars in thousands)

<S>                                      <C>                <C>              <C>             <C>             <C>   
Balance at beginning of period           $  857            $  654             $  582          $  742        $  502

Charge-offs:
   One- to four-family                      (47)              (28)               (18)            (84)          (13)
   Multifamily and nonresidential
     real estate                             --               (12)              (104)            (36)           --
   Construction                              --                --                 --              --            --
   Consumer                                  (4)              (10)                --            (143)          (16)
                                         ------             ------            ------          ------        ------
     Total                                  (51)              (50)              (122)           (263)          (29)

Total recoveries                             21                --                106              58            21
                                         ------            ------             ------          ------        ------

Net charge-offs                             (30)              (50)               (16)           (205)           (8)

Provision for loan losses                    --               253                 88              45           248
                                         ------            ------             ------          ------        ------

Balance at end of period                 $  827            $  857             $  654          $  582        $  742
                                         ======            ======             ======          ======        ======

Ratio of net charge-offs during
   the period to average loans
   outstanding during the period (1)        .01%              .02%               .01%            .11%            -%
                                         ======            ======             ======          ======        ======

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

      (1)       During the  respective  periods  there were $263.3  million,  $225.2  million,  $202.8  million,  $184.8  million 
                and  $173.8 million  in average loans outstanding.
</TABLE>

                                      -14-
<PAGE>   15

        The following table provides an allocation of Winton's allowance for
possible loan losses as of each of the following dates:

<TABLE>
<CAPTION>
                                                                       At September 30,
                                         ------------------------------------------------------------------------------
                                         1997               1996             1995               1994               1993
                                         ----               ----             ----               ----               ----
                                                                        (In thousands)

<S>                                      <C>                   <C>             <C>              <C>                <C> 
Specific allowances
  One- to four-family                    $ 40                  $ 80         $     -           $    -             $    -
  Multi-family and
     nonresidential real estate             -                     -               -                -                 36
  Construction and development
                                            -                     -               -                -                  -
  Consumer                                  -                     -               -                -                  -
  Commercial business                      24                    25               -                -                  -
                                          ---                ------           -----            -----              -----
     Total specific allowances             64                   105               -                -                 36

General allowances
  One- to four-family                     310                   308             268              204                266
  Multi-family and
     nonresidential real estate           346                   339             308              276                280
  Construction and development
                                            -                     -               -                -                  -
  Consumer                                100                   100              75              100                157
  Commercial business                       7                     5               3                2                  3
                                        -----                ------         -------         --------            -------
     Total general allowances             763                   752             654              582                706
                                         ----                  ----           -----            -----              -----
     Total allowance for
       possible loan losses              $827                  $857            $654             $582               $742
                                         ====                  ====            ====             ====               ====
</TABLE>


INVESTMENT ACTIVITIES

        OTS regulations require that Winton maintain a minimum amount of liquid
assets, which may be invested in U. S. Treasury obligations, securities of
various federal agencies, certificates of deposit at insured banks, bankers'
acceptances and federal funds. Winton is also permitted to make investments in
certain commercial paper, corporate debt securities rated in one of the four
highest rating categories by one or more nationally recognized statistical
rating organizations, and mutual funds, as well as other investments permitted
by federal regulations. In recent periods, Winton has maintained liquid assets
on a monthly average basis in an amount between 6.17% and 7.30% of total assets.
See "Regulation - Office of Thrift Supervision -- Liquidity" and Item 6,
Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources."


                                      -15-
<PAGE>   16

        The following table presents the amortized cost and market values of
Winton's investment securities, including those designated as available for
sale, at the dates indicated:

<TABLE>
<CAPTION>
                                                              September 30,
                                   -------------------------------------------------------------------
                                           1997                   1996                   1995
                                   --------------------  ----------------------  ---------------------
                                   Amortized    Market    Amortized     Market    Amortized     Market
                                     Cost       Value       Cost        Value        Cost       Value
                                   -------     -------     -------     -------     -------     -------
                                                              (In thousands)

<S>                                <C>         <C>         <C>         <C>         <C>         <C>    
Held to maturity:
   U.S. government and agency
     obligations                   $12,585     $12,679     $ 9,593     $ 9,623     $10,007     $10,101
Available for sale:
   U.S. government and agency
     obligations                     3,088       3,149       2,098       2,120       2,604       2,655
   Corporate equity securities         103         482         189         461         189         418
                                   -------     -------     -------     -------     -------     -------
                                     3,191       3,631       2,287       2,581       2,793       3,073
                                   -------     -------     -------     -------     -------     -------
Total                              $15,776     $16,310     $11,880     $12,204     $12,800     $13,174
                                   =======     =======     =======     =======     =======     =======
</TABLE>


        The following table presents the contractual maturities or terms to
repricing of U.S. Government and agency obligations at carrying value and the
weighted-average yields at September 30, 1997:

<TABLE>
<CAPTION>
                                       Maturing within                 Maturing within
                                        one year after                one to five years
                                       September 30, 1997         after September 30, 1997
                       ---------------------------------------------------------------------------
                       Amortized    Average       Amortized    Average       Amortized     Average
                         Cost        Yield          Cost        Yield          Cost         Yield
                       --------     --------      --------     --------      --------     --------
                                                  (Dollars in thousands)

<S>                    <C>              <C>       <C>              <C>       <C>              <C>  
Held to maturity       $  2,905         6.71%     $  9,680         6.36%     $ 12,585         6.44%
Available for sale           --         0.00%        3,088         6.49%        3,088         6.49
                       --------     --------      --------     --------      --------     --------
    Total              $  2,905         6.71%     $ 12,768         6.39%     $ 15,673         6.45%
                       ========     ========      ========     ========      ========     ========
</TABLE>


DEPOSITS AND BORROWINGS

        GENERAL. Deposits have traditionally been the primary source of Winton's
funds for use in lending and other investment activities. In addition to
deposits, Winton derives funds from interest payments and principal repayments
on loans and mortgage-backed securities, advances from the FHLB, income on
earning assets, service charges and gains on the sale of assets. Loan payments
are a relatively stable source of funds, while deposit inflows and outflows
fluctuate more in response to general interest rates and money market
conditions. FHLB advances are used on a short-term basis to compensate for
reductions in the availability of funds from other sources or on a longer term
basis for general business purposes.

        DEPOSITS. Historically, deposits have been attracted principally from
within Winton's primary market area through the offering of a broad selection of
deposit instruments, including negotiable order of withdrawal ("NOW") accounts,
regular passbook savings accounts, Christmas Club accounts, term certificate
accounts and individual retirement accounts. In the recent past Winton has
utilized the services of deposit brokers to market certificates of deposit. At
September 30, 1997, the total amount of brokered deposits equaled approximately
$16.3 million, or 6.8% of total deposits.

        Interest rates paid, maturity terms, service fees and withdrawal
penalties for the various types of accounts are established periodically by
management of Winton based on Winton's liquidity requirements, growth goals and
interest rates paid by competitors. In a rising interest rate environment,
Winton attempts to manage its interest rate risk by lengthening the term to
maturity or repricing of more of its deposit liabilities.

                                      -16-
<PAGE>   17

        At September 30, 1997, Winton's certificates of deposit totaled $176.1
million, or 73.3% of total deposits. Of such amount, approximately $101.6
million in certificates of deposit mature within one year. Based on past
experience and Winton's prevailing pricing strategies, management believes that
a substantial percentage of such certificates will renew with Winton at
maturity. If there is a significant deviation from historical experience, Winton
can utilize borrowings from the FHLB as an alternative to this source of funds.

        During fiscal 1997, 1996 and 1995, Winton offered certificates of
deposits with terms from 18 months to five years at rates which adjust monthly
with designated market indices, which were the prime rate or the three-year
Treasury rate. Approximately $20.1 million of these certificates of deposit were
outstanding at September 30, 1997. Because these certificates of deposit are
market rate sensitive, they increase Winton's interest rate risk. See
"Asset/Liability Management."

        The following table sets forth the dollar amount of deposits in the
various types of savings programs offered by Winton at September 30, 1997:

<TABLE>
<CAPTION>
                                                      Percent
                                                      of total
                                         Amount       deposits
                                       ---------     ---------
                                    (In thousands)
<S>                                    <C>              <C>    
Transaction accounts:
   Passbook accounts(1)                $  50,433         20.98%
   Club accounts(2)                          189           .08
   NOW accounts(3)                        13,575          5.65
                                       ---------     ---------
     Total transaction accounts           64,197         26.71

Certificates of deposit(4):
   2.00 -  3.99%                             200           .08
   4.00 -  5.99%                          85,269         35.48
   6.00 -  7.99%                          90,179         37.53
   8.00 -  9.99%                             472           .20
                                       ---------     ---------
     Total certificates of deposit       176,120         73.29
                                       ---------     ---------

Total deposits                         $ 240,317        100.00%
                                       =========     =========
-----------------------------

<FN>
(1)     Winton's weighted average rate on passbook accounts fluctuates with the general movement of interest rates. The weighted
        average interest rate on passbook accounts was 3.70% at September 30, 1997.

(2)     Winton's weighted average interest rate paid on Christmas Club accounts fluctuates with the general movement of interest
        rates. At September 30, 1997, the weighted average rate on club accounts was 3.25%.

(3)     Winton's weighted average interest rate paid on NOW accounts fluctuates with the general movement of interest rates. At
        September 30, 1997, the weighted average rate on NOW accounts was 1.65%.

(4)     Includes Individual Retirement Accounts and jumbo certificates of deposit (those with balances in excess of $100,000). Terms
        of certificates of deposit offered range from 30 days to 15 years, with the average accounts ranging from 90 days to 5
        years.
</TABLE>


                                      -17-
<PAGE>   18

        The following table shows rate and maturity information for Winton's
certificates of deposit as of September 30, 1997:

<TABLE>
<CAPTION>
                                                                 Amount Due
                                       ------------------------------------------------------------
                                                      Over         Over
                                        Up to       1 year to    2 years to     Over
             Rate                      one year      2 years      3 years      3 years       Total
                                       --------     --------     --------     --------     --------
                                                              (In thousands)

<S>                                    <C>          <C>          <C>          <C>          <C>     
          2.00 - 3.99%                 $    200     $     --     $     --     $     --     $    200
          4.00 - 5.99                    59,505       19,132        6,328          304       85,269
          6.00 - 7.99                    41,821       24,061       19,069        5,228       90,179
          8.00 - 9.99                       101          144          220            7          472
                                       --------     --------     --------     --------     --------
             Total certificates of
               deposit                 $101,627     $ 43,337     $ 25,617     $  5,539     $176,120
                                       ========     ========     ========     ========     ========
</TABLE>


        The following table presents the amount of Winton's certificates of
deposit of $100,000 or more, by the time remaining until maturity at September
30, 1997:

<TABLE>
<CAPTION>
                      Maturity                                        At September 30, 1997
                      --------                                        ---------------------
                                                                         (In thousands)

<S>                                                                        <C>     
                      Three months or less                                 $  5,185
                      Over 3 months to 6 months                               7,761
                      Over 6 months to 12 months                             14,267
                      Over twelve months                                     27,494
                                                                           --------
                          Total                                             $54,707
                                                                           ========
</TABLE>


        BORROWINGS. During the year ended September 30, 1997, Winton's only
borrowings were FHLB advances. The following table sets forth the maximum amount
of Winton's FHLB advances outstanding at any month-end, during the periods
shown, and the average aggregate balances of FHLB advances for such periods:

<TABLE>
<CAPTION>
                                                                              At September 30,
                                                                    -------------------------------------
                                                                     1997           1996           1995
                                                                    -------        -------        -------
                                                                               (In thousands)

<S>                                                                 <C>            <C>            <C>    
          Maximum amount of FHLB advances                           $57,897        $46,376        $37,253
                                                                    =======        =======        =======

          Average amount of FHLB advances outstanding during
              period                                                $51,146        $35,292        $31,312
                                                                    =======        =======        =======

------------------------------
</TABLE>


        The following table sets forth certain information as to Winton's FHLB
advances at the dates indicated:

<TABLE>
<CAPTION>
                                                                                    At September 30,
                                                                        ------------------------------------------
                                                                           1997           1996            1995
                                                                        ----------      ----------      ----------
                                                                                     (In thousands)

<S>                                                                     <C>             <C>             <C>       
          FHLB advances                                                 $   57,425      $   46,376      $   29,830
                                                                        ==========      ==========      ==========

          Weighted average interest cost of FHLB advances during
              period based on month end balances                              5.92%           5.66%           5.98%
                                                                        ==========      ==========      ==========
</TABLE>


                                      -18-
<PAGE>   19

        ASSET/LIABILITY MANAGEMENT. Winton's earnings depend primarily upon its
net interest income, which is the difference between its interest income on its
interest-earning assets, such as mortgage loans, investment securities and
mortgage-backed securities, and its interest expense paid on its
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 of
interest-earning assets and interest-bearing liabilities, earnings will be
affected differently under various interest rate scenarios. Winton has sought to
limit these net earnings fluctuations and manage interest rate risk by
originating adjustable-rate loans and purchasing relatively short-term and
variable-rate investments and securities.



                                      -19-
<PAGE>   20


         The following table sets forth certain information relating to Winton'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,
                                       ----------------------------------------------------------------------
                                                     1997                                1996                
                                       ----------------------------------------------------------------------
                                       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)                $263,344    $ 22,406        8.51%   $225,164    $ 18,911       8.40%  
   Mortgage-backed securities -
     available for sale                   1,948         119        6.11       2,400         113       4.71   
   Mortgage-backed securities - held
     to maturity                         15,552         942        6.06      17,311       1,070       6.18   
   Investment securities - held to
     maturity                            11,785         757        6.42       9,927         636       6.41   
   Investment securities - available
     for sale                             2,007         122        6.08       3,228         185       5.73   
   Other interest-earning assets          3,544         207        5.84       3,049         199       6.53   
                                       --------    --------    --------    --------    --------   --------   
     Total interest-earning assets      298,180      24,553        8.23     261,079      21,114       8.09   

Non-interest-earning assets               7,970                               7,283                          
                                       --------                            --------                          
     Total assets                      $306,150                            $268,362                          
                                       ========                            ========                          

Interest-bearing liabilities:
   Deposits                            $229,708      12,009        5.23    $209,879      10,700       5.10   
   FHLB advances                         51,146       3,027        5.92      35,292       1,996       5.66   
                                       --------    --------    --------    --------    --------   --------   
     Total interest-bearing
       liabilities                      280,854      15,036        5.35     245,171      12,696       5.18   
                                       --------    --------    --------    --------    --------   --------   

Non-interest-bearing liabilities          3,275                               2,349                          
                                       --------                            --------                          
     Total liabilities                  284,129                             247,520                          

Shareholders' equity                     22,021                              20,842                          
                                       --------                            --------                          
     Total liabilities and
       shareholders' equity            $306,150                            $268,362                          
                                       ========                            ========                          

Net interest income/
   Interest rate spread                            $  9,517        2.88%               $  8,418       2.91%  
                                                   ========    ========                ========   ========   
Net interest margin (net interest
   income as a percent of average
   interest-earning assets)                                        3.19%                              3.22%  
                                                               ========                           ========  
Average interest-earning assets to
   interest-bearing liabilities                                  106.17%                            106.49%  
                                                               ========                           ========   


                                           Year ended September 30,
                                       ---------------------------------
                                                      1995
                                       ---------------------------------
                                           Average   Interest
                                         outstanding  earned/    Yield/
                                           balance     paid       rate
                                          --------   --------   --------
                                       
<S>                                       <C>        <C>            <C>  
Interest-earning assets:
   Loans receivable (1)                   $202,844   $ 17,031       8.40%
   Mortgage-backed securities -
     available for sale                        606         34       5.61
   Mortgage-backed securities - held
     to maturity                            18,946      1,016       5.36
   Investment securities - held to
     maturity                                9,936        632       6.36
   Investment securities - available
     for sale                                1,030         56       5.44
   Other interest-earning assets             4,215        173       4.10
                                          --------   --------   --------
     Total interest-earning assets         237,577     18,942       7.97

Non-interest-earning assets                  6,816
                                          --------
     Total assets                         $244,393
                                          ========

Interest-bearing liabilities:
   Deposits                               $191,870      9,085       4.73
   FHLB advances                            31,312      1,874       5.98
                                          --------   --------   --------
     Total interest-bearing
       liabilities                         223,182     10,959       4.91
                                          --------   --------   --------

Non-interest-bearing liabilities             1,473
                                          --------
     Total liabilities                     224,655

Shareholders' equity                        19,738
                                          --------
     Total liabilities and
       shareholders' equity               $244,393
                                          ========

Net interest income/
   Interest rate spread                              $  7,983       3.06%
                                                     ========   ========
Net interest margin (net interest
   income as a percent of average
   interest-earning assets)                                         3.36%
                                                                ========
Average interest-earning assets to
   interest-bearing liabilities                                   106.45%
                                                                ========
-------------------------------------
<FN>
(1)     Includes loans held for sale and non-accrual loans.
</TABLE>


                                      -20-
<PAGE>   21

        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'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>
                                                               1997 vs. 1996                    1996 vs. 1995
                                                     ---------------------------------  ----------------------------------
                                                            Increase (Decrease)                Increase (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)                               $ 3,244     $   251     $ 3,495     $ 1,880     $    --     $ 1,880
   Mortgage-backed securities- available for sale        (18)         24           6          83          (4)         79
   Mortgage-backed securities- held to maturity         (107)        (21)       (128)       (113)        167          54
   Investment securities - available for sale            (73)         10         (63)         (1)          5           4
   Investment securities - held to maturity              120           1         121         126           3         129
   Other interest-earning assets(2)                       29         (21)          8         (98)        124          26
                                                     -------     -------     -------     -------     -------     -------

Total interest-earning assets                        $ 3,195     $   244     $ 3,439     $ 1,877     $   295     $ 2,172
                                                     =======     =======     =======     =======     =======     =======
Interest expense attributable to:
   Deposits                                          $ 1,031     $   278     $ 1,309     $   883     $   732     $ 1,615
   Borrowings                                            933          98        1031         207         (85)        122
                                                     -------     -------     -------     -------     -------     -------

     Total interest-bearing liabilities              $ 1,964     $   376     $ 2,340     $ 1,090     $   647     $ 1,737
                                                     =======     =======     =======     =======     =======     =======

Increase in net interest income                                              $ 1,099                             $   435
                                                                             =======                             =======
------------------------------
<FN>
(1)     Includes loans held for sale.

(2)     Includes interest-bearing deposits and certificates of deposit in other financial institutions.

</TABLE>

        Winton's interest rate spread is the principal determinant of income.
The interest rate spread, and therefore net interest income, can vary
considerably over time because asset and liability repricing do not coincide.
Moreover, the long-term or cumulative effect of interest rate changes can be
substantial. Interest rate risk is defined as the sensitivity of an
institution's earnings and net asset values to changes in interest rates. The
management and Board of Directors of Winton attempt to manage Winton's exposure
to interest rate risk in a manner to maintain the projected four-quarter
percentage change in net interest income and the projected change in 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
reviews the reports of the OTS which set forth the application of the "net
portfolio value" ("NPV") methodology, adopted by the OTS as part of its capital
regulations, to the assets and liabilities of Winton. Although Winton is not
currently subject to the NPV regulation, because its implementation has been
delayed by the OTS, the application of the NPV methodology may illustrate
Winton's level of 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. If the NPV
would decrease more than 2% of the present value of the institution's assets
with either an increase or a decrease in market rates, the institution would
have to deduct 50% of the amount of the decrease in excess of such 2% in the
calculation of the institution's risk-based capital, if the regulations were in


                                      -21-
<PAGE>   22

effect. Even before the regulation is in effect, OTS could increase Winton's
risk-based capital requirement on an individualized basis to address excess
interest rate risk. See "Regulation - Office of Thrift Supervision -- Regulatory
Capital Requirements."

        At September 30, 1997, 2% of the present value of Winton's assets was
approximately $6.6 million. Because the interest rate risk of a 200 basis point
increase in market interest rates (which was greater than the interest rate risk
of a 200 basis point decrease) was $8.3 million at September 30, 1997, Winton
would have been required to deduct approximately $850,000 (50% of the
approximate $1.7 million difference) from its capital in determining whether
Winton met its risk-based capital requirement, if the regulation had been in
effect for Winton. Regardless of such reduction, however, Winton's risk-based
capital at September 30, 1997, would still have exceeded the regulatory
requirement by approximately $5.0 million.

        Presented below, as of September 30, 1997, is an analysis of Winton's
interest rate risk as measured by changes in NPV for instantaneous and sustained
parallel shifts of 100 basis points in market interest rates.

<TABLE>
<CAPTION>
                                                                                     September 30, 1997
                                                                        --------------------------------------------
        Change in Interest Rate           Board Limit                     $ Change                        % Change
            (Basis Points)                 % change                        In NPV                          in NPV
        -----------------------           -----------                     --------                        --------
                                                                                   (Dollars in thousands)

<S>             <C>                         <C>                         <C>                                 <C>  
                +300                         (75)%                       $(12,965)                           (43)%
                +200                         (50)                          (8,301)                           (28)
                +100                         (20)                          (3,863)                           (13)
                   0                           0                                -                              -
                -100                         (15)                           2,801                              9
                -200                         (25)                           5,396                             18
                -300                         (35)                           8,105                             27
</TABLE>


        As illustrated in the table, 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 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 would pay on its deposits would increase rapidly
because Winton's deposits generally have shorter periods to repricing.
Assumptions used in calculating the amounts in this table are OTS assumptions.

        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's net interest income
could be expected to be negatively affected. Moreover, rising interest rates
could negatively affect Winton's earnings due to diminished loan demand.

                                      -22-
<PAGE>   23

        The following table sets forth at the date indicated, the weighted
average yields on Winton's interest-earning assets, the weighted average
interest rates on interest-bearing liabilities, the interest rate spread and the
net interest margin on interest-earning assets.

<TABLE>
<CAPTION>
                                                                                 At September 30,
                                                                               ----------------------- 
                                                                               1997     1996     1995
                                                                               ----     ----     ---- 


<S>                                                                            <C>      <C>      <C>  
Weighted average yield on loan portfolio                                       8.35%    8.18%    8.24%
Weighted average yield on mortgage-backed securities                           6.43     6.18     6.36
Weighted average yield on investment securities                                6.50     6.43     6.51
Weighted average yield on other interest-earning assets                        6.59     7.00     4.99
Weighted average yield on all interest-earning assets                          8.14     7.96     7.95
Weighted average interest rate paid on deposits                                5.31     5.18     5.13
Weighted average interest rate paid on borrowings                              6.22     6.15     6.11
Weighted average interest rate paid on all interest-bearing liabilities        5.48     5.34     5.26
Interest rate spread (spread between weighted average interest rate
    on all interest-earning assets and all interest-bearing liabilities)       2.66     2.62     2.69

</TABLE>


COMPETITION

        Winton competes for deposits with other savings associations, commercial
banks and credit unions and with the 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, Winton competes with other savings associations, commercial banks,
consumer finance companies, credit unions, leasing companies, mortgage brokers
and other lenders. Winton competes for loan originations primarily through the
interest rates and loan fees it charges and through the efficiency and quality
of services it provides to borrowers. 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.

        Due to Winton's size relative to the many other financial institutions
in its market area, management believes that Winton does not have a substantial
share of the deposit and loan markets.

        The size of financial institutions competing with Winton 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.

SUBSIDIARY ACTIVITIES

        Winton has no subsidiaries.  WFC's only subsidiary is Winton.

PERSONNEL

        As of September 30, 1997, Winton had 76 full-time equivalent employees.
Winton believes that relations with its employees are excellent. Winton offers
health, disability, life and dependent care benefits. None of the employees of
Winton are represented by a collective bargaining unit.


                                   REGULATION

GENERAL

         WFC is a savings and loan holding company within the meaning of the
Home Owners Loan Act, as amended (the "HOLA"). Consequently, WFC is subject to
regulation, examination and oversight by the OTS and must submit periodic


                                      -23-
<PAGE>   24

reports to the OTS concerning its activities and financial condition. In
addition, as a corporation organized under Ohio law, WFC is subject to
provisions of the Ohio Revised Code applicable to corporations generally.

         As a savings and loan association chartered under the laws of Ohio,
Winton is subject to regulation, examination and oversight by the Superintendent
of the Division (the "Ohio Superintendent"). Because Winton's deposits are
insured by the FDIC, Winton also is subject to regulatory oversight by the FDIC.
Winton must file periodic reports with the OTS concerning its activities and
financial condition. Examinations are conducted periodically by federal and
state regulators to determine whether Winton is in compliance with various
regulatory requirements and is operating in a safe and sound manner. Winton is a
member of the FHLB and is subject to certain regulations promulgated by the
Board of Governors of the Federal Reserve System (the "FRB").

         Congress is considering legislation to eliminate the federal savings
and loan charter and the separate federal regulation of savings and loan
associations. Pursuant to such legislation, Congress may eliminate the OTS and
Winton may be regulated under federal law as a bank or be required to change its
charter. Such change in regulation or charter would likely change the range of
activities in which Winton may engage and would probably subject Winton to more
regulation by the FDIC. In addition, WFC might become subject to a different set
of holding company regulations limiting the activities in which WFC may engage
and subjecting WFC to additional regulatory requirements, including separate
capital requirements. At this time, WFC cannot predict when or whether Congress
may actually pass legislation regarding WFC's and Winton's regulatory
requirements or charter. Although such legislation, if enacted, may change the
activities in which WFC or Winton are authorized to engage, it is not
anticipated that the current activities of either WFC or Winton will be
materially affected by those activity limits.

OHIO CORPORATION LAW

         MERGER MORATORIUM STATUTE. Chapter 1704 of the Ohio Revised Code
regulates certain takeover bids affecting certain public corporations which have
significant ties to Ohio. This statute prohibits, with some exceptions, any
merger, combination or consolidation and any of certain other sales, leases,
distributions, dividends, exchanges, mortgages or transfers between an Ohio
corporation and any person who has the right to exercise, alone or with others,
10% or more of the voting power of such corporation (an "Interested
Shareholder"), for three years following the date on which such person first
becomes an Interested Shareholder. Such a business combination is permitted only
if, prior to the time such person first becomes an Interested Shareholder, the
Board of Directors of the issuing corporation has approved the purchase of
shares which resulted in such person first becoming an Interested Shareholder.

         After the initial three-year moratorium, such a business combination
may not occur unless (1) one of the specified exceptions applies, (2) the
holders of at least two-thirds of the voting shares, and of at least a majority
of the voting shares not beneficially owned by the Interested Shareholder,
approve the business combination at a meeting called for such purpose, or (3)
the business combination meets certain statutory criteria designed to ensure
that the issuing public corporation's remaining shareholders receive fair
consideration for their shares.

         An Ohio corporation may, under certain circumstances, "opt out" of the
statute by specifically providing in its articles of incorporation that the
statute does not apply to any business combination of such corporation. However,
the statute still prohibits for twelve months any business combination that
would have been prohibited but for the adoption of such an opt-out amendment.
The statute also provides that it will continue to apply to any business
combination between a person who became an Interested Shareholder prior to the
adoption of such an amendment as if the amendment had not been adopted. Neither
WFC nor Winton has opted out of the protection afforded by Chapter 1704.

         CONTROL SHARE ACQUISITION. Section 1701.831 of the Ohio Revised Code
(the "Control Share Acquisition Statute") requires that, with certain
exceptions, acquisitions of voting securities which would result in the
acquiring shareholder owning 20%, 33-1/3% or 50% of the outstanding voting
securities of an Ohio corporation (a "Control Share Acquisition") must be
approved in advance by the holders of at least a majority of the outstanding
voting shares of such corporation represented at a meeting at which a quorum is
present and a majority of the portion of the outstanding voting shares
represented at such a meeting excluding the voting shares owned by the acquiring
shareholder, by certain other persons who acquire or transfer voting shares
after public announcement of the acquisition or by certain officers of the
corporation or directors of the corporation who are employees of the
corporation. The Control Share Acquisition Statute was intended, in part, to
protect shareholders of Ohio corporations from coercive tender offers.



                                      -24-
<PAGE>   25

         TAKEOVER BID STATUTE. Ohio law provides that an offeror may not make
not make a tender offer or request or invitation for tenders that would result
in the offeror beneficially owning more than ten percent of any class of the
target company's equity securities unless such offeror files certain information
with the Ohio Division of Securities (the "Securities Division") and provides
such information to the target company and the offerees within Ohio. The
Securities Division may suspend the continuation of the control bid if the
Securities Division determines that the offeror's filed information does not
provide full disclosure to the offerees of all material information concerning
the control bid. The statue also provides that an offeror may not acquire any
equity security of a target company within two years of the offeror's previous
acquisition of any equity security of the same target company pursuant to a
control bid unless the Ohio offerees may sell such security to the offeror on
substantially the same terms as provided by the previous control bid. The
statute does not apply to a transaction if either the offeror or the target
company is a savings and loan holding company and the proposed transaction
requires federal regulatory approval.

OHIO SAVINGS AND LOAN REGULATION

         The Ohio Superintendent is responsible for the regulation and
supervision of Ohio savings and loan associations in accordance with the laws of
the State of Ohio and imposes assessments on Ohio associations based on their
asset size to cover the costs of supervision and examination. Ohio law
prescribes the permissible investments and activities of Ohio savings and loan
associations, including the types of lending that such associations may engage
in and the investments in real estate, subsidiaries and corporate or government
securities that such associations may make. The ability of Ohio associations to
engage in these state-authorized investments and activities is subject to
oversight and approval by the FDIC, if such investments or activities are not
permissible for a federally-chartered savings association. The Ohio
Superintendent also has approval authority over any mergers involving, or
acquisitions of control of, Ohio savings and loan associations. The Ohio
Superintendent may initiate certain supervisory measures or formal enforcement
actions against Ohio associations. Ultimately, if the grounds provided by law
exist, the Superintendent may place an Ohio association in conservatorship or
receivership.

         In addition to being governed by the laws of Ohio specifically
governing savings and loan associations, Winton is also governed by Ohio
corporate law, to the extent such law does not conflict with the laws
specifically governing savings and loan associations.

OFFICE OF THRIFT SUPERVISION

         GENERAL. The OTS is an office of the Department of the Treasury and is
responsible for the regulation and supervision of all federally-chartered
savings associations and all other savings associations the deposits of which
are insured by the FDIC in the SAIF. The OTS issues regulations governing the
operation of savings associations, regularly examines such associations and
imposes assessments on savings associations based on their asset size to cover
the costs of general supervision and examination. The OTS also may initiate
enforcement actions against savings associations and certain persons affiliated
with them for violations of laws or regulations or for engaging in unsafe or
unsound practices. If the grounds provided by law exist, the OTS may appoint a
conservator or receiver for a savings association.

         Savings associations are subject to regulatory oversight under various
consumer protection and fair lending laws. These laws govern, among other
things, truth-in-lending disclosures, equal credit opportunity, fair credit
reporting and community reinvestment. Failure to abide by federal laws and
regulations governing community reinvestment could limit the ability of an
association to open a new branch or engage in a merger. Community reinvestment
regulations evaluate how well and to what extent an institution lends and
invests in its designated service area, with particular emphasis on low- to
moderate-income communities and borrowers in that area.

         REGULATORY CAPITAL REQUIREMENTS. Winton is required by OTS regulations
to meet certain minimum capital requirements. The tangible capital requirement
requires savings associations to maintain "tangible capital" of not less than
1.5% of their adjusted total assets. Tangible capital is defined in OTS
regulations as core capital minus any intangible assets.

         "Core capital" is comprised of common stockholders' equity (including
retained earnings), noncumulative preferred stock and related surplus, minority
interests in consolidated subsidiaries, certain nonwithdrawable accounts and
pledged deposits of mutual associations. OTS regulations require savings
associations to maintain core capital of at least 3% of their total assets. The
OTS has proposed to amend the core capital requirement so that those
associations that do not have the highest examination rating and exceed an
acceptable level of risk will be required to maintain core capital of from 4% to
5%, 


                                      -25-
<PAGE>   26

depending on the association's examination rating and overall risk. Winton does
not anticipate that it will be adversely affected if the core capital
requirement regulation is amended as proposed.

         OTS regulations require that savings associations maintain "risk-based
capital" in an amount not less than 8% of their risk-weighted assets. Risk-based
capital is defined as core capital plus certain additional items of capital,
which in the case of Winton includes a general loan loss allowance of $763,000
at September 30, 1997.

         The OTS has adopted an interest rate risk component to the risk-based
capital requirement, though the implementation of that component has been
delayed. Pursuant to the interest rate risk component, a savings association
will have to measure the effect of an immediate 200 basis point change in
interest rates on the value of its portfolio as determined under the methodology
of the OTS. If the measured interest rate risk is above the level deemed normal
under the regulation, the association will be required to deduct one-half of
such excess exposure from its total capital when determining its risk-based
capital. In general, an association with less than $300 million in assets and a
risk-based capital ratio in excess of 12% will not be subject to the interest
rate risk component. Pending implementation of the interest rate risk component,
the OTS has the authority to impose a higher individualized capital requirement
on any savings association it deems to have excess interest rate risk. The OTS
also may adjust the risk-based capital requirement on an individualized basis to
take into account risks due to concentrations of credit and non-traditional
activities.

         The OTS has adopted regulations governing prompt corrective action to
resolve the problems of capital deficient and otherwise troubled savings
associations. At each successively lower defined capital category, an
association is subject to more restrictive and more numerous mandatory or
discretionary regulatory actions or limits, and the OTS has less flexibility in
determining how to resolve the problems of the institution. In addition, the OTS
generally can downgrade an association's capital category, notwithstanding its
capital level, if, after notice and opportunity for hearing, the association is
deemed to be engaging in an unsafe or unsound practice because it has not
corrected deficiencies that resulted in it receiving a less than satisfactory
examination rating on matters other than capital or it is deemed to be in an
unsafe or unsound condition. All undercapitalized associations must submit a
capital restoration plan to the OTS within 45 days after becoming
undercapitalized. Such associations will be subject to increased monitoring and
asset growth restrictions and will be required to obtain prior approval for
acquisitions, branching and engaging in new lines of business. Furthermore,
critically undercapitalized institutions must be placed in conservatorship or
receivership within 90 days of reaching that capitalization level, except under
limited circumstances. Winton's capital at September 30, 1997, met the standards
for the highest category, a "well-capitalized" institution.

         Federal law prohibits a savings association from making a capital
distribution to anyone or paying management fees to any person having control of
the association if, after such distribution or payment, the association would be
undercapitalized. In addition, each company controlling an undercapitalized
association must guarantee that the association will comply with its capital
plan until the association has been adequately capitalized on an average during
each of four preceding calendar quarters and must provide adequate assurances of
performance. The aggregate liability pursuant to such guarantee is limited to
the lesser of (a) an amount equal to 5% of the association's total assets at the
time the institution became undercapitalized and (b) the amount that is
necessary to bring the association into compliance with all capital standards
applicable to such association at the time the association fails to comply with
its capital restoration plan.

         LIQUIDITY. OTS regulations require that a savings association maintain
an average daily balance of liquid assets (cash, certain time deposits, bankers'
acceptances and specified United States government, state or federal agency
obligations) equal to a monthly average of not less than 5% of its net
withdrawable savings deposits plus borrowings payable in one year or less.
Monetary penalties may be imposed upon associations failing to meet these
liquidity requirements. The eligible liquidity of Winton at September 30, 1997,
was approximately $18.7 million, or 7.0%, and exceeded the then applicable 5.0%
liquidity requirement by approximately $5.8 million. Effective November 24,
1997, the liquidity requirement was reduced to 4%.

         QUALIFIED THRIFT LENDER TEST. Savings associations are required to meet
the QTL test. Prior to September 30, 1996, the QTL test required savings
associations to maintain a specified level of investments in assets that are
designated as qualifying thrift investments ("QTI"), which are generally related
to domestic residential real estate and manufactured housing and include credit
card, student and small business loans and stock issued by any FHLB, the FHLMC
or the FNMA. Under such test, 65% of an institution's "portfolio assets" (total
assets less goodwill and other intangibles, property used to conduct business
and 20% of liquid assets) must consist of QTI on a monthly average basis in nine
out of every 12 months. Effective September 30, 1996, a savings association may
also qualify as a QTL by meeting the definition of "domestic 


                                      -26-
<PAGE>   27

building and loan association" under the Internal Revenue Code of 1986, as
amended (the "Code"). In order for an institution to meet the definition of a
"domestic building and loan association" under the Code, at least 60% of such
institution's assets must consist of specified types of property, including cash
loans secured by residential real estate or deposits, educational loans and
certain governmental obligations. The OTS may grant exceptions to the QTL test
under certain circumstances. If a savings association fails to meet the QTL
test, the association and its holding company become subject to certain
operating and regulatory restrictions. A savings association that fails to meet
the QTL test will not be eligible for new FHLB advances. At September 30, 1997,
Winton met the QTL test.

         LENDING LIMIT. OTS regulations generally limit the aggregate amount
that a savings association can lend to one borrower to an amount equal to 15% of
the association's Lending Limit Capital. A savings association may lend to one
borrower an additional amount not to exceed 10% of the association's Lending
Limit Capital, if the additional amount is fully secured by certain forms of
"readily marketable collateral." Real estate is not considered "readily
marketable collateral." Certain types of loans are not subject to the lending
limit. A general exception to the 15% limit provides that an association may
lend to one borrower up to $500,000, for any purpose. In applying the limit on
loans to one borrower, the regulations require that loans to certain related
borrowers be aggregated. At September 30, 1997, Winton was in compliance with
this lending limit.

         TRANSACTIONS WITH INSIDERS AND AFFILIATES. Loans to executive officers,
directors and principal shareholders and their related interests must conform to
the lending limit on loans to one borrower, and the total of such loans to
executive officers, directors, principal shareholders and their related
interests cannot exceed the association's Lending Limit Capital (or 200% of
Lending Limit Capital for qualifying institutions with less than $100 million in
deposits). Most loans to directors, executive officers and principal
shareholders must be approved in advance by a majority of the "disinterested"
members of the board of directors of the association, with any "interested"
director not participating. All loans to directors, executive officers and
principal shareholders must be made on terms substantially the same as offered
in comparable transactions with the general public or as offered to all
employees in a company-wide benefit program, and loans to executive officers are
subject to additional limitations. Winton was in compliance with such
restrictions at September 30, 1997.

         All transactions between savings associations and their affiliates must
comply with Sections 23A and 23B of the Federal Reserve Act (the "FRA"). An
affiliate of a savings association is any company or entity that controls, is
controlled by or is under common control with the savings association. WFC is an
affiliate of Winton. Generally, Sections 23A and 23B of the FRA (i) limit the
extent to which a savings association or its subsidiaries may engage in "covered
transactions" with any one affiliate to an amount equal to 10% of such
institution's capital stock and surplus, (ii) limit the aggregate of all such
transactions with all affiliates to an amount equal to 20% of such capital stock
and surplus, and (iii) require that all such transactions be on terms
substantially the same, or at least as favorable to the association, as those
provided in transactions with a non-affiliate. The term "covered transaction"
includes the making of loans, purchasing of assets, issuance of a guarantee and
other similar types of transactions. In addition to the limits in Sections 23A
and 23B, a savings association may not make any loan or other extension of
credit to an affiliate unless the affiliate is engaged only in activities
permissible for a bank holding company and may not purchase or invest in
securities of any affiliate except shares of a subsidiary. Winton was in
compliance with these requirements and restrictions at September 30, 1997.

         LIMITATIONS ON CAPITAL DISTRIBUTIONS. The OTS imposes various
restrictions or requirements on the ability of associations to make capital
distributions, including dividend payments. An association which has converted
from mutual to stock form is prohibited from declaring or paying any dividends
or from repurchasing any of its stock if, as a result, the net worth of the
association would be reduced below the amount required to be maintained for the
liquidation account established in connection with its mutual to stock
conversion. OTS regulations also establish a three-tier system limiting capital
distributions according to ratings of associations based on their capital level
and supervisory condition.

         Tier 1 consists of associations that, before and after the proposed
distribution, meet their fully phased-in capital requirements. Associations in
this category may make capital distributions during any calendar year up to the
greater of (i) 100% of net income, current year-to-date, plus 50% of the amount
by which the lesser of the association's tangible, core or risk-based capital
exceeds its fully phased-in capital requirement for such capital component, as
measured at the beginning of the calendar year, and (ii) the amount authorized
for a Tier 2 association. A Tier 1 association deemed to be in need of more than
normal supervision by the OTS may be downgraded to a Tier 2 or Tier 3
association. Winton meets the requirements for a Tier 1 association and has not
been notified of any need for more than normal supervision.



                                      -27-
<PAGE>   28

         Tier 2 consists of associations that, before and after the proposed
distribution, meet their current minimum, but not fully phased-in, capital
requirements. Associations in this category may make capital distributions of up
to 75% of net income over the most recent four quarters. Tier 3 associations do
not meet current minimum capital requirements and must obtain OTS approval of
any capital distribution. Tier 2 associations that propose to make a capital
distribution in excess of the noted safe harbor level must also obtain OTS
approval. Tier 2 associations proposing to make a capital distribution within
the safe harbor provisions and Tier 1 associations proposing to make any capital
distribution need only submit written notice to the OTS 30 days prior to such
distribution.

         As a subsidiary of WFC, Winton is required to give the OTS 30 days'
notice prior to declaring any dividend on its stock. The OTS may object to the
distribution during such 30-day period based on safety and soundness concerns.
Winton paid no dividends to WFC during fiscal 1997.

         HOLDING COMPANY REGULATION. WFC is a savings and loan holding company
within the meaning of the HOLA. As such, WFC has registered with the OTS and is
subject to OTS regulations, examination, supervision and reporting requirements.

         The HOLA generally prohibits a savings and loan holding company from
controlling any other savings association or savings and loan holding company,
without prior approval of the OTS, or from acquiring or retaining more than 5%
of the voting shares of a savings association or holding company thereof, which
is not a subsidiary. Under certain circumstances, a savings and loan holding
company is permitted to acquire, with the approval of the OTS, up to 15% of the
previously unissued voting shares of an undercapitalized savings association for
cash without such savings association being deemed to be controlled by WFC.
Except with the prior approval of the OTS, no director or officer of a savings
and loan holding company or person owning or controlling by proxy or otherwise
more than 25% of such holding company's stock may also acquire control of any
savings institution, other than a subsidiary institution, or any other savings
and loan holding company.

         As a unitary savings and loan holding company, WFC generally has no
restrictions on its activities. Such companies are the only financial
institution holding companies which may engage in any commercial, securities and
insurance activities without restriction. Congress is considering legislation
which may limit WFC's ability to engage in these activities. It cannot be
predicted whether and in what form these proposals might become law. However,
such limits would not impact WFC's current activities, which consist solely of
holding stock of Winton. The broad latitude to engage in activities under
current law can be restricted. If the OTS determines that there is reasonable
cause to believe that the continuation by a savings and loan holding company of
an activity constitutes a serious risk to the financial safety, soundness or
stability of its subsidiary savings association, the OTS may impose such
restrictions as deemed necessary to address such risk, including limiting (i)
payment of dividends by the savings association, (ii) transactions between the
savings association and its affiliates, and (iii) any activities of the savings
association that might create a serious risk that the liabilities of WFC and its
affiliates may be imposed on the savings association. Notwithstanding the
foregoing rules as to permissible business activities of a unitary savings and
loan holding company, if the savings association subsidiary of a holding company
fails to meet the QTL test, then such unitary holding company would become
subject to the activities restrictions applicable to multiple holding companies.
At September 30, 1997, Winton met both those tests.

         If WFC acquired control of another savings institution, other than
through a merger or other business combination with Winton, WFC would become a
multiple savings and loan holding company. Unless the acquisition was an
emergency thrift acquisition and each subsidiary savings association met the QTL
test, the activities of WFC and any of its subsidiaries (other than Winton or
other subsidiary savings associations) would thereafter be subject to activity
restrictions. The HOLA provides that, among other things, no multiple savings
and loan holding company or subsidiary thereof that is not a savings institution
shall commence or continue for a limited period of time after becoming a
multiple savings and loan holding company or subsidiary thereof, any business
activity other than (i) furnishing or performing management services for a
subsidiary savings institution, (ii) conducting an insurance agency or escrow
business, (iii) holding, managing or liquidating assets owned by or acquired
from a subsidiary savings institution, (iv) holding or managing properties used
or occupied by a subsidiary savings institution, (v) acting as trustee under
deeds of trust, (vi) those activities previously directly authorized by federal
regulation as of March 5, 1987, to be engaged in by multiple holding companies,
or (vii) those activities authorized by the FRB as permissible for bank holding
companies, unless the OTS by regulation prohibits or limits such activities for
savings and loan holding companies. Those activities described in (vii) above
must also be approved by the OTS prior to being engaged in by a multiple holding
company.



                                      -28-
<PAGE>   29

         The OTS may approve acquisitions resulting in the formation of a
multiple savings and loan holding company that controls savings associations in
more than one state only if the multiple savings and loan holding company
involved controls a savings association that operated a home or branch office in
the state of the association to be acquired as of March 5, 1987, or if the laws
of the state in which the institution to be acquired is located specifically
permit institutions to be acquired by state-chartered institutions or savings
and loan holding companies located in the state where the acquiring entity is
located (or by a holding company that controls such state-chartered savings
institutions). As under prior law, the OTS may approve an acquisition resulting
in a multiple savings and loan holding company controlling savings associations
in more than one state in the case of certain emergency thrift acquisitions.
Bank holding companies have had more expansive authority to make interstate
acquisitions than savings and loan holding companies since August 1995.

         FEDERAL REGULATION OF ACQUISITIONS OF CONTROL OF WFC AND WINTON. In
addition to the Ohio law limitations on the merger and acquisition of Winton and
WFC, federal limitations generally require regulatory approval of acquisitions
at specified levels. Under pertinent federal law and regulations, no person,
directly or indirectly, or acting in concert with others, may acquire control of
Winton or WFC without 60 days' prior notice to the OTS. "Control" is generally
defined as having more than 25% ownership or voting power; however, ownership or
voting power of more than 10% may be deemed "control" if certain factors are in
place. If the acquisition of control is by a company, the acquiror must obtain
approval, rather than give notice, of the acquisition as a savings and loan
holding company.

         In addition, any merger of Winton must be approved by the OTS as well
as the Superintendent. Further, any merger of WFC in which WFC is not the
resulting company must also be approved by both the OTS and the Superintendent.

FEDERAL DEPOSIT INSURANCE CORPORATION

         DEPOSIT INSURANCE AND ASSESSMENTS. The FDIC is an independent federal
agency that insures the deposits, up to prescribed statutory limits, of
federally insured banks and savings and loan associations and safeguards the
safety and soundness of the banking and savings and loan industries. The FDIC
administers two separate insurance funds, the Bank Insurance Fund ("BIF") for
commercial banks and state savings banks and the SAIF for savings associations.
Winton is a member of the SAIF and its deposit accounts are insured by the FDIC
up to the prescribed limits. The FDIC has examination authority over all insured
depository institutions, including Winton, and has authority to initiate
enforcement actions against federally-insured savings associations if the FDIC
does not believe the OTS has taken appropriate action to safeguard safety and
soundness and the deposit insurance fund.

         The FDIC is required to maintain designated levels of reserves in the
SAIF and in the BIF. The FDIC may increase assessment rates for either fund if
necessary to restore the fund's ratio of reserves to insured deposits to its
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 this system, assessments vary based on the risk
the institution poses to its deposit insurance fund. The risk level is
determined based on the institution's capital level and the FDIC's level of
supervisory concern about the institution.

         Prior to September 1996, the SAIF's ratio of reserves to insured
deposits was significantly below the level required by law, while the BIF's
ratio was above the required level. As a result, institutions with SAIF-insured
deposits were paying higher deposit insurance assessments than institutions with
BIF-insured deposits. Federal legislation providing for the recapitalization of
the SAIF became effective in September 1996 and included a special assessment of
$.657 per $100 of SAIF-insured deposits held at March 31, 1995. Winton had
approximately $195.6 million in deposits at March 31, 1995, and paid a special
assessment of $1.3 million.

         STATE-CHARTERED ASSOCIATION ACTIVITIES. The ability of state-chartered
associations to engage in any state-authorized activities or make any
state-authorized investments is limited if such activity is conducted or
investment is made in a manner different than that permitted for, or subject to
different terms and conditions than those imposed on, federally chartered
savings associations. Engaging as a principal in any such activity or investment
not permissible for a federal association is subject to approval by the FDIC.
Such approval will not be granted unless certain capital requirements are met
and there is not a significant risk to the FDIC insurance fund. All of Winton'
activities and investments at September 30, 1997, were permissible for a federal
association.



                                      -29-
<PAGE>   30

FRB RESERVE REQUIREMENTS

         Effective December 16, 1997, FRB regulations require savings
associations to maintain reserves of 3% of net transaction accounts (primarily
NOW accounts) up to $47.8 million (subject to an exemption of up to $4.7
million), and of 10% of net transaction accounts in excess of $47.8 million. At
September 30, 1997, Winton was in compliance with the reserve requirements then
in effect and also the new requirements.

FEDERAL HOME LOAN BANKS

         The FHLBs provide credit to their members in the form of advances.
Winton is a member of the FHLB of Cincinnati and must maintain an investment in
the capital stock of the FHLB of Cincinnati in an amount equal to the greater of
1.0% of the aggregate outstanding principal amount of Winton's residential
mortgage loans, home purchase contracts and similar obligations at the beginning
of each year, or 5% of its advances from the FHLB of Cincinnati. Winton was in
compliance with this requirement with an investment in stock of the FHLB of
Cincinnati of $3.0 million at September 30, 1997.

         FHLB advances to member institutions who meet the QTL Test are
generally limited to the lower of (i) 25% of the member's assets or (ii) 20
times the member's investment in FHLB stock. At September 30, 1997, Winton's
maximum limit on advances was approximately $60.0 million. The granting of
advances is also subject to the FHLB's collateral and credit underwriting
guidelines.

         Upon the origination or renewal of a loan or advance, the FHLB is
required by law to obtain and maintain a security interest in collateral in one
or more of the following categories: fully-disbursed, whole first mortgage loans
on improved residential property or securities representing a whole interest in
such loans; securities issued, insured or guaranteed by the United States
Government or an agency thereof; deposits in any FHLB; or other real estate
related collateral (up to 30% of the member association's capital) acceptable to
the FHLB, if such collateral has a readily ascertainable value and the FHLB can
perfect its security interest in the collateral.

         The FHLB is required to establish standards of community investment or
service that its members must maintain for continued access to long-term
advances. The standards take into account a member's performance under the
Community Reinvestment Act and its record of lending to first-time home buyers.
All long-term advances by the FHLB must be made only to provide funds for
residential housing finance.


                                    TAXATION

FEDERAL TAXATION

         WFC and Winton are each subject to the federal tax laws and regulations
which apply to corporations generally. In addition to the regular income tax,
WFC and Winton may be subject to the alternative minimum tax which is imposed at
a minimum tax rate of 20% on "alternative minimum taxable income" (which is the
sum of a corporation's regular taxable income, with certain adjustments, and tax
preference items), less any available exemption. Such tax preference items
include interest on certain tax-exempt bonds issued after August 7, 1986. In
addition, 75% of the amount by which a corporation's "adjusted current earnings"
exceeds its alternative minimum taxable income computed without regard to this
preference item and prior to reduction by net operating losses, is included in
alternative minimum taxable income. Net operating losses can offset no more than
90% of alternative minimum taxable income. The alternative minimum tax is
imposed to the extent it exceeds the corporation's regular income tax. Payments
of alternative minimum tax may be used as credits against regular tax
liabilities in future years. However, the Taxpayer Relief Act of 1997 repealed
the alternative minimum tax for certain "small corporations" for tax years
beginning after December 31, 1997. A corporation initially qualifies as a small
corporation if it had average gross receipts of $5,000,000 or less for the three
tax years ending with its first tax year beginning after December 31, 1996. Once
a corporation is recognized as a small corporation, it will continue to be
exempt from the alternative minimum tax for as long as its average gross
receipts for the prior three-year period does not exceed $7,500,000. In
determining if a corporation meets this requirement, the first year that it
achieved small corporation status is not taken into consideration.



                                      -30-
<PAGE>   31

         Winton's average gross receipts for the three tax years ending on
September 30, 1997, is $21.8 million and as a result, Winton does not qualify as
a small corporation exempt from the alternative minimum tax.

         Prior to the enactment of the Small Business Jobs Protection Act (the
"Act"), which was signed into law on August 21, 1996, certain thrift
institutions, such as Winton, were allowed deductions for bad debts under
methods more favorable than those granted to other taxpayers. Qualified thrift
institutions could compute deductions for bad debts using either the specific
charge-off method of Section 166 of the Code or one of two reserve methods of
Section 593 of the Code. The reserve methods under Section 593 of the Code
permitted a thrift institution annually to elect to deduct bad debts under
either (i) the "percentage of taxable income" method applicable only to thrift
institutions, or (ii) the "experience" method that also was available to small
banks. Under the "percentage of taxable income" method, a thrift institution
generally was allowed a deduction for an addition to its bad debt reserve equal
to 8% of its taxable income (determined without regard to this deduction and
with additional adjustments). Under the "experience" method, a thrift
institution was generally allowed a deduction for an addition to its bad debt
reserve equal to the greater of (i) an amount based on its actual average
experience for losses in the current and five preceding taxable years, or (ii)
an amount necessary to restore the reserve to its balance as of the close of the
base year. A thrift institution could elect annually to compute its allowable
addition to bad debt reserves for qualifying loans either under the experience
method or the percentage of taxable income method. For tax years 1995, 1994, and
1993, Winton used the percentage of taxable income method.

         The Act eliminated the percentage of taxable income method of
accounting for bad debts by thrift institutions, effective for taxable years
beginning after 1995. Thrift institutions that are treated as small banks are
allowed to utilize the experience method applicable to such institutions, while
thrift institutions that are treated as large banks are required to use only the
specific charge off method.

         A thrift institution required to change its method of computing
reserves for bad debt will treat such change as a change in the method of
accounting, initiated by the taxpayer and having been made with the consent of
the Secretary of the Treasury. Section 481(a) of the Code requires certain
amounts to be recaptured with respect to such change. Generally, the amounts to
be recaptured will be determined solely with respect to the "applicable excess
reserves" of the taxpayer. The amount of the applicable excess reserves will be
taken into account ratably over a six-taxable year period, beginning with the
first taxable year beginning after 1995, subject to the residential loan
requirement described below. In the case of a thrift institution that is treated
as a large bank, the amount of the institution's applicable excess reserves
generally is the excess of (i) the balances of its reserve for losses on
qualifying real property loans (generally loans secured by improved real estate)
and its reserve for losses on nonqualifying loans (all other types of loans) as
of the close of its last taxable year beginning before January 1, 1996, over
(ii) the balances of such reserves as of the close of its last taxable year
beginning before January 1, 1988 (i.e., the "pre-1988 reserves"). In the case of
a thrift institution that is treated as a small bank, like Winton, the amount of
the institution's applicable excess reserves generally is the excess of (i) the
balances of its reserve for losses on qualifying real property loans and its
reserve for losses on nonqualifying loans as of the close of its last taxable
year beginning before January 1, 1996, over (ii) the greater of the balance of
(a) its pre-1988 reserves or (b) what the thrift's reserves would have been at
the close of its last year beginning before January 1, 1996, had the thrift
always used the experience method.

         For taxable years that begin after December 31, 1995, and before
January 1, 1998, if a thrift meets the residential loan requirement for a tax
year, the recapture of the applicable excess reserves otherwise required to be
taken into account as a Code Section 481(a) adjustment for the year will be
suspended. A thrift meets the residential loan requirement if, for the tax year,
the principal amount of residential loans made by the thrift during the year is
not less than its base amount. The "base amount" generally is the average of the
principal amounts of the residential loans made by the thrift during the six
most recent tax years beginning before January 1, 1996. A residential loan is a
loan as described in Section 7701(a)(19)(C)(v) (generally a loan secured by
residential or church property and certain mobile homes), but only to the extent
that the loan is made to the owner of the property.

         The balance of the pre-1988 reserves is subject to the provisions of
Section 593(e), as modified by the Act, which require recapture in the case of
certain excessive distributions to shareholders. The pre-1988 reserves may not
be utilized for payment of cash dividends or other distributions to a
shareholder (including distributions in dissolution or liquidation) or for any
other purpose (except to absorb bad debt losses). Distribution of a cash
dividend by a thrift institution to a shareholder is treated as made: first, out
of the institution's post-1951 accumulated earnings and profits; second, out of
the pre-1988 reserves; and third, out of such other accounts as may be proper.
To the extent a distribution by Winton to WFC is deemed paid out of its pre-1988
reserves under these rules, the pre-1988 reserves would be reduced and the gross
income of Winton 


                                      -31-
<PAGE>   32

for tax purposes would be increased by the amount which, when reduced by the
income tax, if any, attributable to the inclusion of such amount in its gross
income, equals the amount deemed paid out of the pre-1988 reserves. As of
September 30, 1997, the pre-1988 reserves of Winton for tax purposes totaled
approximately $1.5 million. Winton believes it had approximately $15.1 million
of accumulated earnings and profits for tax purposes as of September 30, 1997,
which would be available for dividend distributions, provided regulatory
restrictions applicable to the payment of dividends are met. No representation
can be made as to whether Winton will have current or accumulated earnings and
profits in subsequent years.

         The tax returns of Winton have been audited or closed without audit
through fiscal year 1993. In the opinion of management, any examination of open
returns would not result in a deficiency which could have a material adverse
effect on the financial condition of Winton.

OHIO TAXATION

         WFC is subject to the Ohio corporation franchise tax, which, as applied
to WFC, is a tax measured by both net earnings and net worth. The rate of tax is
the greater of (i) 5.1% on the first $50,000 of computed Ohio taxable income and
8.9% of computed Ohio taxable income in excess of $50,000 or (ii) 0.582% times
taxable net worth. For tax years beginning after December 31, 1998, the rate of
tax is the greater of (i) 5.1% on the first $50,000 of computed Ohio taxable
income and 8.5% of computed Ohio taxable income in excess of $50,000 or (ii)
 .400% times taxable net worth.

         In computing its tax under the net worth method, WFC may exclude 100%
of its investment in the capital stock of Winton, as reflected on the balance
sheet of WFC in computing its taxable net worth as long as it owns at least 25%
of the issued and outstanding capital stock of Winton. The calculation of the
exclusion from net worth is based on the ratio of the excludable investment (net
of any appreciation or goodwill included in such investment) to total assets
multiplied by the net value of the stock. As a holding company, WFC may be
entitled to various other deductions in computing taxable net worth that are not
generally available to operating companies.

         A special litter tax is also applicable to all corporations, including
WFC, subject to the Ohio corporation franchise tax other than "financial
institutions." If the franchise tax is paid on the net income basis, the litter
tax is equal to .11% of the first $50,000 of computed Ohio taxable income and
 .22% of computed Ohio taxable income in excess of $50,000. If the franchise tax
is paid on the net worth basis, the litter tax is equal to .014% times taxable
net worth.

         Winton is a "financial institution" for State of Ohio tax purposes. As
such, it is subject to the Ohio corporate franchise tax on "financial
institutions," which is imposed annually at a rate of 1.5% of the book net worth
of Winton determined in accordance with generally accepted accounting
principles. For tax year 1999, however, the franchise tax on financial
institutions will be 1.4% of the book net worth and for tax year 2000 and years
thereafter the tax will be 1.3% of the book net worth. As a "financial
institution," Winton is not subject to any tax based upon net income or net
profits imposed by the State of Ohio.

                                      -32-
<PAGE>   33

ITEM 2.          DESCRIPTION OF PROPERTY

         The following table sets forth certain information at September 30,
1997, regarding the properties on which the main office and each branch office
of Winton is located:

<TABLE>
<CAPTION>
                                 Owned                       Date              Square                 Net
Location                         or leased                 acquired            footage           book value(1)
--------                         ---------                 --------            -------           -------------
                                                                                                (In thousands)

<S>                              <C>                        <C>                <C>                 <C>   
Main office:

5511 Cheviot Road                owned/leased                1967               8,600               $1,078
Cincinnati, Ohio  45247

Branch offices:

601 Main Street                  leased                      N/A                4,100                    -
Cincinnati, Ohio  45202

4517 Vine Street
Cincinnati, Ohio  45217          owned                       1932               2,600               $  100

10575 Harrison Avenue
Harrison, Ohio  45030            owned                       1981               4,800               $  577

7014 Vine Street
Cincinnati, Ohio  45216          owned                       1897               3,200               $  137
-----------------------------

<FN>
(1)      Net book value amounts are for land, building and improvements.
</TABLE>


         Winton also owns furniture, fixtures and various bookkeeping and
accounting equipment. The net book value of Winton's investment in office
premises and equipment totaled $2.6 million at September 30, 1997.

         In January 1990, Winton entered into a lease agreement pursuant to
which it leases a building containing approximately 3,750 square feet adjacent
to Winton's main office on Cheviot Road. The initial term of the lease was three
years, renewable for seven successive three year periods. Winton has the right
to purchase the building during the term of the lease. In January 1996 the lease
was renewed for an additional three year period.

ITEM 3.          LEGAL PROCEEDINGS

         Neither WFC nor Winton is presently involved in any legal proceedings
of a material nature. From time to time, Winton is a party to legal proceedings
incidental to its business to enforce its security interest in collateral
pledged to secure loans made by Winton.

ITEM 4.          SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         There were no matters submitted to a vote of the shareholders of WFC
during the last quarter of fiscal year ended September 30, 1997.


                                      -33-
<PAGE>   34

                                     PART II

ITEM 5.          MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         The information contained in those portions of the Annual Report to
Shareholders for the fiscal year ended September 30, 1997 (the "Annual Report"),
which are included in Exhibit 13 hereto under the caption "MARKET PRICE OF
WINTON FINANCIAL'S COMMON SHARES AND RELATED SECURITY HOLDER MATTERS" is
incorporated herein by reference.

ITEM 6.          MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         The information contained in those portions of the Annual Report
included in Exhibit 13 hereto under the caption "MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" is incorporated
herein by reference.

ITEM 7.          CONSOLIDATED FINANCIAL STATEMENTS

         The Consolidated Financial Statements contained in those portions of
the Annual Report included in Exhibit 13 hereto are incorporated herein by
reference.

ITEM 8.          CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
                 FINANCIAL DISCLOSURE

         Not applicable.


                                    PART III

ITEM 9.          DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; 
                 COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

         The information contained in the definitive Proxy Statement for the
1997 Annual Meeting of Shareholders of Winton Financial Corporation (the "Proxy
Statement"), which is included in Exhibit 20 hereto, under the captions "BOARD
OF DIRECTORS," "EXECUTIVE OFFICERS" and "VOTING SECURITIES AND OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" is incorporated herein by reference.

ITEM 10.         EXECUTIVE COMPENSATION

         The information contained in the Proxy Statement, which is included in
Exhibit 20 hereto, under the caption "COMPENSATION OF EXECUTIVE OFFICERS AND
DIRECTORS" is incorporated herein by reference.

ITEM 11.         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The information contained in the Proxy Statement, which is included in
Exhibit 20 hereto, under the caption "VOTING SECURITIES AND OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT" is incorporated herein by reference.

ITEM 12.         CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Not applicable



                                      -34-
<PAGE>   35

ITEM 13.         EXHIBITS AND REPORTS ON FORM 8-K

<TABLE>
<CAPTION>

<S>                      <C>         <C>   
                 (a)     Exhibits

                           Item 3     Amended Articles of Incorporation and Code of Regulations

                           Item 10    Material Contracts

                           Item 13    Portions of the 1997 Annual Report to Shareholders

                           Item 20    Proxy Statement for 1998 Meeting of Shareholders

                           Item 21    Subsidiaries of the Registrant

                           Item 27    Financial Data Schedule

                           Item 99    Safe Harbor Under the Private Securities Litigation Reform Act of 1995

                 (b)     No current report on Form 8-K was filed by WFC during the last quarter of the fiscal 
                         year covered by this Report.
</TABLE>



                                      -35-
<PAGE>   36

                                   SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized on December 19, 1997.

<TABLE>
<CAPTION>

<S>                                                  <C>    
                                                     WINTON FINANCIAL CORPORATION


                                                     By /s/ Robert L. Bollin
                                                        ---------------------------------
                                                        Robert L. Bollin
                                                        President, Chief Executive
                                                        Officer and a Director
</TABLE>

        Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been duly signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

<S>                                                  <C>    
 By /s/ Jill M. Burke                             By /s/ Robert J. Bollin
    ---------------------------------                ---------------------------------
    Jill M. Burke,                                   Robert J. Bollin,
    Principal Financial Officer                      Director
    and Principal Accounting
    Officer



Date:  December 19, 1997                             Date:  December 19, 1997



 By /s/ Robert E. Hoeweler                        By /s/ Thomas H. Humes
    ---------------------------------                ---------------------------------
    Robert E. Hoeweler,                              Thomas H. Humes,
    Director                                         Director



Date:  December 19, 1997                             Date:  December 19, 1997



 By /s/ Timothy M. Mooney                         By /s/ William J. Parchman
    ---------------------------------                ---------------------------------
    Timothy M. Mooney,                               William J. Parchman,
    Director                                         Director



Date:  December 19, 1997                             Date:  December 19, 1997


 By /s/ Henry L. Schulhoff                        By /s/ J. Clay Stinnett
    ---------------------------------                ---------------------------------
    Henry L. Schulhoff,                              J. Clay Stinnett,
    Director                                         Director


Date:  December 19, 1997                             Date:  December 19, 1997

</TABLE>




                                      -36-
<PAGE>   37


                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>

    EXHIBIT
    NUMBER      DESCRIPTION                                                  PAGE NUMBER


<S>             <C>                                                          <C>                                             
     3.1        Articles of Incorporation, as amended through February 1,    Incorporated by reference to the Current 1995,   
                1995, of Winton Financial Corporation                        Report on Form 8-K dated June 21, 1995 and       
                                                                             filed by WFC (the "8-K") with the                
                                                                             Securities and Exchange Commission (the          
                                                                             "SEC"), Exhibit 4a                               


     3.2        Regulations of Winton Financial Corporation                  Incorporated by reference to the current
                                                                             annual report on the 8-K filed by WFC with
                                                                             the SEC, Exhibit 4b


     10.1       The Winton Savings and Loan Co. Employee                     Incorporated by reference to the Form  S-4
                Stock Ownership Plan                                         Registration Statement filed by WFC with
                                                                             the SEC on November 30, 1989 (the "1989
                                                                             Form S-4")


     10.2       Amendment No. 1 to the Winton Savings and                    Incorporated by reference to the Annual
                Loan Co. Employee Stock Ownership Plan                       Report on Form 10-K in the fiscal year
                                                                             ended September 30, 1990, filed by WFC with
                                                                             the Securities and Exchange Commission on
                                                                             December 31, 1990


     10.3       Amendment No. 2 to The Winton Savings and                    Incorporated by reference to the Annual
                Loan Co. Employee Stock Ownership Plan                       Report on Form 10-K in the fiscal year
                                                                             ended September 30, 1990, filed by WFC with
                                                                             the SEC on December 31, 1990


     10.4       The Winton Savings and Loan Co. 1988                         Incorporated by reference to the definitive
                Employee Stock Option and Incentive Plan                     Proxy Statement for the 1995 Annual Meeting
                                                                             of Shareholders filed by WFC with the SEC
                                                                             on January 6, 1995


     10.5      Employment Agreement between WFC, Winton and Robert L.        Incorporated by reference to Quarterly
               Bollin, dated May 1, 1997                                     Report on Form 10-QSB for the quarter ended
                                                                             June 30, 1997, filed by WFC with the SEC in
                                                                             August 1997 (the "6/97 10-QSB")


     10.6      Employment Agreement between WFC, Winton and Gregory J.       Incorporated by reference to the 6/97 10-QSB
               Bollin, dated May 1, 1997

     10.7      Employment Agreement between WFC, Winton and James M.         Incorporated by reference to Quarterly
               Brigger, dated May 1, 1996                                    Report Form 10-QSB for the quarter ended
                                                                             June 30, 1996 filed by WFC with the SEC in 
                                                                             August, 1996 (the "6/96 10-QSB")              


     10.8      Employment Agreement between WFC, Winton and Jill M. Burke,   Incorporated by reference to the 6/96 10-QSB
               dated May 1, 1996
</TABLE>

                                      -37-
<PAGE>   38

<TABLE>
<CAPTION>
<S>             <C>                                                          <C>                                             
     10.9      Employment Agreement between WFC, Winton and Mary Ellen       Incorporated by reference to the 6/96 10-QSB
               Lovett

     10.10     Employment Agreement between WFC, Winton and Anthony G.       Incorporated by reference to the 6/96 10-QSB
               Gerstner, dated May 1, 1996

     13        Portions of the Winton Financial Corporation 1997 Annual
               Report to Shareholders

     20        Proxy Statement for the 1998 Annual Meeting of 
               Shareholders of Winton Financial Corporation

     21        Subsidiaries of the Registrant                                Incorporated by reference to the Annual
                                                                             Report on Form 10-KSB in the fiscal year
                                                                             ended September 30, 1996, filed by WFC with
                                                                             the SEC on December 24, 1996, Exhibit 21

     27        Financial Data Schedule

     99        Safe Harbor Under the Private Securities Litigation
               Reform Act of 1995
</TABLE>


                                      -38-