<PAGE>
                                                                               .
                                                                               .
                                                                               .

                                   EXHIBIT 13

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                              <C>
Market Price of Winton Financial's Common Shares and Related
  Shareholder Matters.........................................................................................    1

Selected Consolidated Financial and Other Data................................................................    2

Management's Discussion and Analysis of Financial Condition
  and Results of Operations...................................................................................    4

Discussion of Changes in Financial Condition from September 30, 2002 to
  September 30, 2003..........................................................................................    6

Comparison of Results of Operations for Fiscal Years Ended
  September 30, 2003 and 2002.................................................................................    7

Comparison of Results of Operations for Fiscal Years Ended
  September 30, 2002 and 2001.................................................................................   10

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

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

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

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

Report of Independent Certified Public Accountants............................................................   20

Consolidated Financial Statements.............................................................................   21

Investor Relations Information................................................................................   53

Officers......................................................................................................   53
</TABLE>

<PAGE>

                          WINTON FINANCIAL CORPORATION

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

WINTON FINANCIAL'S COMMON SHARES ARE LISTED ON THE AMERICAN STOCK EXCHANGE, INC.
("AMEX"), UNDER THE SYMBOL "WFI." AS OF DECEMBER 5, 2003, WINTON FINANCIAL HAD
4,482,254 COMMON SHARES OUTSTANDING AND HELD OF RECORD BY APPROXIMATELY 405
SHAREHOLDERS. THE NUMBER OF SHAREHOLDERS DOES NOT REFLECT THE NUMBER OF PERSONS
OR ENTITIES WHO MAY HOLD STOCK IN NOMINEE OR "STREET" NAME THROUGH BROKERAGE
FIRMS OR OTHERS.

Presented below are the high and low sales prices for Winton Financial's common
shares, as well as the amount of cash dividends paid on the common shares for
each quarter of fiscal 2003 and 2002. Such sales prices do not include retail
financial markups, markdowns, or commissions. Information relating to sales
prices has been obtained from Amex.

<TABLE>
<CAPTION>
                                    CASH
FISCAL YEAR ENDING SEPTEMBER 30,    HIGH             LOW               DIVIDENDS
<S>                                 <C>             <C>                <C>
2003

Quarter ending September 30, 2003   $13.80          $12.55             $.1025
Quarter ending June 30, 2003         12.74           10.49              .1025
Quarter ending March 31, 2003        11.75           10.15              .1025
Quarter ending December 31, 2002     11.25            9.20              .1025

2002

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

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

                                        1
<PAGE>

                          WINTON FINANCIAL CORPORATION

                 SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

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

<TABLE>
<CAPTION>
                                                                      AT SEPTEMBER 30,
STATEMENT OF FINANCIAL CONDITION DATA:       2003            2002          2001            2000           1999
                                                                        (In thousands)
<S>                                        <C>            <C>            <C>             <C>            <C>
Total amount of:
  Assets                                   $543,902       $505,701       $473,776        $465,214       $466,278
  Cash and cash equivalents                   9,496         11,965          5,609           2,023          2,081
  Investment securities                      21,466         13,095         14,263          20,030         22,385
  Mortgage-backed securities (1)              6,372          5,958          7,298          12,612         13,943
  Loans receivable, net (2)                 487,480        456,977        431,324         415,447        413,550
  Deposits                                  354,296        332,995        316,960         309,889        312,072
  FHLB advances and other borrowings        138,612        126,427        114,668         115,720        116,532
  Shareholders' equity - net                 44,222         40,016         36,690          34,006         32,140
</TABLE>

<TABLE>
<CAPTION>
                                                         FOR THE YEAR ENDED SEPTEMBER 30,

STATEMENT OF EARNINGS DATA:                    2003       2002        2001        2000        1999
                                                        (In thousands, except share data)
<S>                                         <C>         <C>         <C>         <C>         <C>
Total interest income                       $ 31,644    $ 33,945    $ 35,605    $ 35,942    $ 32,896
Total interest expense                       (16,396)    (19,433)    (23,536)    (23,470)    (20,313)
                                            --------    --------    --------    --------    --------
Net interest income                           15,248      14,512      12,069      12,472      12,583
Provision for losses on loans                   (605)     (1,260)       (300)       (125)       (160)
                                            --------    --------    --------    --------    --------
Net interest income after provision for
  losses on loans                             14,643      13,252      11,769      12,347      12,423
Other income                                   4,415       3,479       2,316       1,393       2,234
General, administrative and other expense    (10,563)     (9,185)     (8,293)     (8,654)    (10,077)
                                            --------    --------    --------    --------    --------
Earnings before income taxes                   8,495       7,546       5,792       5,086       4,580
Federal income taxes                          (2,789)     (2,523)     (1,937)     (1,701)     (1,640)
                                            --------    --------    --------    --------    --------
Net earnings                                $  5,706    $  5,023    $  3,855    $  3,385    $  2,940
                                            ========    ========    ========    ========    ========

Earnings per share
  Basic                                     $   1.27    $   1.13    $   0.87    $   0.77    $   0.67
                                            ========    ========    ========    ========    ========
  Diluted                                   $   1.23    $   1.10    $   0.85    $   0.74    $   0.64
                                            ========    ========    ========    ========    ========
Dividends per share                         $   0.41    $   0.37    $   0.33    $   0.32    $   0.30
                                            ========    ========    ========    ========    ========
</TABLE>

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

(1)  Includes securities designated as available for sale. See Note A-2 of the
     Consolidated Financial Statements for additional information regarding
     Statement of Financial Accounting Standards ("SFAS") No. 115.

(2)  Includes loans held for sale.

                                        2
<PAGE>

                          WINTON FINANCIAL CORPORATION

           SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA (CONTINUED)

<TABLE>
<CAPTION>
                                                          AT OR FOR THE YEAR ENDED SEPTEMBER 30,
OTHER DATA:                                     2003         2002         2001          2000         1999
<S>                                            <C>          <C>          <C>          <C>          <C>
Interest rate spread                             2.74%        2.71%        2.26%        2.35%        2.63%
Net interest margin                              3.01         3.03         2.63         2.70         2.95
Return on average equity                        13.38        13.05        10.87        10.19         9.32(1)
Return on average assets                         1.10         1.03          .82          .72          .67(1)
Shareholders' equity to assets                   8.13         7.91         7.74         7.31         6.89
Average interest-earning assets to
  average interest-bearing liabilities         108.04       107.99       107.34       106.80       106.53
Net interest income to general,
  administrative and other expense             144.35       158.00       145.53       144.12       124.87(1)
General, administrative and other
  expense to average total assets                2.04         1.88         1.77         1.83         2.30(1)
Nonperforming assets to total
  assets                                          .85         1.16          .68          .42          .16
Allowance for loan losses to
  nonperforming loans                           60.26        54.44        43.51        81.50       378.86
Dividend payout ratio                           32.28        32.74        37.93        41.56        43.82

Number of:
  Loans outstanding                             6,842        7,177        6,743        7,021        7,065
  Deposit accounts                             25,830       26,114       26,125       26,022       26,058
  Full service offices                              7            6            7            7            7
</TABLE>

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

 (1) Before consideration of merger-related charges during fiscal 1999, the
     ratios set forth below would have been as follows:

<TABLE>
<S>                                                        <C>
Return on average equity                                    13.00%
Return on average assets                                      .94
Net interest income to general, administrative
  and other expense                                        147.98
General, administrative and other expense
  to average total assets                                    1.94
</TABLE>

                                        3
<PAGE>

                          WINTON FINANCIAL CORPORATION

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

General

Winton Financial's activities primarily have been limited to owning the
outstanding common shares of Winton Savings. Therefore, the discussion that
follows focuses on the comparison of Winton Savings' operations in fiscal 2003,
2002 and 2001.

Forward-Looking Statements

In the following pages, management presents an analysis of the financial
condition of Winton Financial as of September 30, 2003, and the results of
operations for fiscal 2003 compared to prior years. In addition to this
historical information, the following discussion contains forward-looking
statements that involve risks and uncertainties. Economic circumstances, Winton
Financial's operations and Winton Financial's actual results could differ
significantly from those discussed in the forward-looking statements. Some of
the factors that could cause or contribute to such differences are discussed
herein, but also include changes in the economy and interest rates in the nation
and in Winton Financial's general market area.

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

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

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

3.    Management's determination of the amount and adequacy of the allowance for
      loan losses as set forth under "Discussion of Changes in Financial
      Condition from September 30, 2002 to September 30, 2003," and "Comparison
      of Results of Operations for the Fiscal Years Ended September 30, 2003 and
      2002."

Critical Accounting Policies

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

                                       4
<PAGE>

                          WINTON FINANCIAL CORPORATION

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

Critical Accounting Policies (continued)

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

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

It is the Company's policy to charge off unsecured credits that are more than
ninety days delinquent. Similarly, collateral dependent loans which are more
than ninety days delinquent are considered to constitute more than a minimum
delay in repayment and are evaluated for impairment under SFAS No. 114 at that
time.

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

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

                                       5
<PAGE>

                          WINTON FINANCIAL CORPORATION

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

Discussion of Changes in Financial Condition from September 30, 2002 to
September 30, 2003

The Corporation had total assets of $543.9 million at September 30, 2003, an
increase of $38.2 million, or 7.6%, over the September 30, 2002 total. The
increase in assets was comprised of a $30.5 million, or 6.7%, increase in loans
receivable, including loans held for sale, an $8.4 million increase in
investment securities, an increase in mortgage-backed securities of $414,000 and
an increase in office premises and equipment of $2.6 million, which were
partially offset by a $2.5 million decrease in cash and interest bearing
deposits. The growth in assets was funded primarily by an increase in deposits
of $21.3 million, a $12.2 million increase in advances from the Federal Home
Loan Bank ("FHLB"), undistributed earnings of $3.9 million and proceeds from the
exercise of stock options of $964,000.

Investment securities totaled $21.5 million at September 30, 2003, an increase
of $8.4 million, or 63.9%, over September 30, 2002 levels. The increase in
investment securities resulted from purchases of $23.4 million, which were
partially offset by sales, maturities and calls totaling $14.9 million.
Purchases during the period were comprised of $13.0 million of municipal
securities with maturities ranging from five to ten years and $10.4 million of
U.S. Treasury and government agency securities with maturities less than three
years.

Mortgage-backed securities totaled $6.4 million at September 30, 2003, an
increase of $414,000, or 6.9%, over September 30, 2002, due to purchases of $2.0
million, which were partially offset by principal repayments of $1.6 million.

Loans receivable totaled $487.5 million at September 30, 2003, an increase of
$30.5 million, or 6.7%, compared to the September 30, 2002 total. The increase
was due primarily to $511.4 million in loans originated, which was partially
offset by loans sold of $250.3 million and principal repayments of $227.2
million. Winton Savings experienced increased loan origination volume compared
to the previous year primarily as a result of loan refinance activity attendant
to the decrease in interest rates in the economy. The volume of loans sold
during fiscal 2003 amounted to $250.3 million, an increase of $126.6 million, or
102.4%, over fiscal 2002. Winton Savings continued its strategy of selling lower
yielding fixed-rate loans in the low interest rate environment.

The Company's allowance for loan losses totaled $2.3 million at September 30,
2003, an increase of $415,000, or 22.4%, over the total at September 30, 2002.
At September 30, 2003, the allowance represented approximately .45% of the total
loan portfolio and 60.3% of total nonperforming loans. Nonperforming loans
totaled $3.8 million and $3.4 million at September 30, 2003 and 2002,
respectively. At September 30, 2003, nonperforming loans were comprised
primarily of $1.2 million of loans secured by one- to four-family residential
real estate and $2.5 million of loans secured by nonresidential real estate.
Nonperforming nonresidential real estate loans includes a $2.2 million loan
collateralized by an office building and lot with an approximate loan-to-value
ratio of less than 75%. At September 30, 2003, the ratio of total nonperforming
loans to total loans amounted to .75%, compared to .76% at September 30, 2002.
Management believes all nonperforming loans are adequately collateralized and
that there are no unreserved losses on such nonperforming loans at September 30,
2003. Although management believes that its allowance for loan losses at
September 30, 2003 is adequate based on the available facts and circumstances,
there can be no assurance that additions to such allowance will not be necessary
in future periods, which could adversely affect Winton Financial's results of
operations.

Office premises and equipment totaled $6.1 million at September 30, 2003, an
increase of $2.6 million, or 71.7%, over September 30, 2002. During fiscal 2002,
the Company implemented several new initiatives. Specifically, management
elected to relocate and expand its loan operations center, which opened in
January 2003, and began construction of a new full service branch in the
southwestern Cincinnati market, which opened in September 2003. The Company is
also in the process of relocating an existing full service branch to a more
strategic location. The remodeling of the new branch site is expected to be
completed in the first quarter of fiscal 2004.

                                       6
<PAGE>

                          WINTON FINANCIAL CORPORATION

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

Discussion of Changes in Financial Condition from September 30, 2002 to
September 30, 2003 (continued)

Deposits totaled $354.3 million at September 30, 2003, an increase of $21.3
million, or 6.4%, over September 30, 2002 levels. Deposits increased during
fiscal 2003 due primarily to management's continuing efforts to grow the
portfolio through marketing and pricing strategies. The Company's new branch
location in the southwestern Cincinnati market contributed over $5.4 million to
the increase. Advances from the FHLB and other borrowings totaled $138.6 million
at September 30, 2003, an increase of $12.2 million, or 9.6%, over September 30,
2002 levels. During the year ended September 30, 2003, the Company borrowed
$64.0 million from the FHLB and repaid $51.8 million.

Shareholders' equity totaled $44.2 million at September 30, 2003, an increase of
$4.2 million, or 10.5%, over September 30, 2002. The increase resulted from net
earnings of $5.7 million and proceeds from the exercise of stock options of
$964,000, which were partially offset by dividends to shareholders totaling $1.9
million, purchases of treasury shares of $524,000 and a decrease in unrealized
gains on available for sale securities of $87,000.

Winton Savings is required to meet minimum capital standards promulgated by the
Office of Thrift Supervision (the "OTS"). At September 30, 2003, the Company's
regulatory capital exceeded such minimum capital requirements.

Comparison of Results of Operations for the Fiscal Years Ended September 30,
2003 and 2002

General

The Corporation recorded net earnings totaling $5.7 million for the fiscal year
ended September 30, 2003, an increase of $683,000 or 13.6%, compared to net
earnings of $5.0 million in net earnings for fiscal 2002. The increase in net
earnings was comprised of a $736,000 increase in net interest income, a $655,000
decrease in the provision for losses on loans and a $936,000 increase in other
income, which were partially offset by a $1.4 million increase in general,
administrative and other expense and a $266,000 increase in the provision for
federal income taxes.

Net Interest Income

Total interest income amounted to $31.6 million for fiscal 2003, a decrease of
$2.3 million, or 6.8%, from fiscal 2002. The decrease resulted primarily from an
85 basis point decrease in the weighted-average yield to 6.24% in fiscal 2003,
which was partially offset by a $28.0 million, or 5.9%, increase in average
interest-earning assets year to year.

Interest income on loans and mortgage-backed securities totaled $30.7 million
for the year ended September 30, 2003, a decrease of $2.2 million, or 6.6%,
compared to fiscal 2002. The decrease resulted primarily from a decrease in the
weighted-average yield of 72 basis points, to 6.60% for the fiscal year ended
September 30, 2003, which was partially offset by a $16.5 million, or 3.7%,
increase in the average balance outstanding.

Interest income on investment securities and interest-bearing deposits decreased
by $139,000, or 13.2%, for the fiscal year ended September 30, 2003, compared to
fiscal 2002, due primarily to a decrease of 136 basis points in the
weighted-average yield, to 2.23% for fiscal 2003, which was partially offset by
an $11.6 million, or 39.6%, increase in the average balance outstanding year to
year.

Interest expense on deposits decreased by $2.8 million, or 23.0%, for the fiscal
year ended September 30, 2003, compared to fiscal 2002. The decrease was
primarily attributable to a 110 basis point decrease in the weighted-average
cost of deposits, which was partially offset by a $23.3 million, or 7.3%,
increase in the average balance of deposits outstanding year to year. The
weighted-average cost of deposits amounted to 2.79% and 3.89% for the fiscal
years ended September 30, 2003 and 2002, respectively.

                                       7
<PAGE>

                          WINTON FINANCIAL CORPORATION

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

Comparison of Results of Operations for the Fiscal Years Ended September 30,
2003 and 2002 (continued)

Net Interest Income

Interest expense on borrowings decreased by $198,000, or 2.8%, during the fiscal
year ended September 30, 2003, compared to fiscal 2002, due to a 26 basis point
decrease in the weighted-average cost of borrowings, to 5.36% for fiscal 2003,
which was partially offset by a $2.5 million increase in the average balance of
borrowings outstanding year to year. The decreases in yields on interest-earning
assets and costs of interest-bearing liabilities were due primarily to the
overall decrease in interest rates in the economy.

As a result of the foregoing changes in interest income and interest expense,
net interest income increased by $736,000, or 5.1%, to $15.2 million for the
fiscal year ended September 30, 2003, compared to fiscal 2002. The interest rate
spread increased by 3 basis points, to 2.74% for fiscal 2003, while the net
interest margin declined by 2 basis points, to 3.01% for fiscal 2003, compared
to 3.03% for fiscal 2002.

Provision for Losses on Loans

Winton Savings charges a provision for losses on loans to earnings to bring the
total allowance for loan losses to a level considered appropriate by management
based on historical experience, the volume and type of lending conducted by the
Company, the status of past due principal and interest payments, and general
economic conditions, particularly as such conditions relate to the Company's
loan portfolio and market area. As a result of such analysis, management
recorded a $605,000 provision for losses on loans during the fiscal year ended
September 30, 2003, compared to a provision of $1.3 million recorded in fiscal
2002. The provision is based on an internal matrix which evaluates reserves
based upon delinquency levels, risk classification of credits and inherent
factors within the portfolio. There can be no assurance that the allowance for
loan losses of the Company will be adequate to cover losses on nonperforming
assets in the future.

The following table sets forth information regarding the Company's delinquent
loans, nonperforming assets and the allowance for loan losses.

<TABLE>
<CAPTION>
                                                        SEPTEMBER 30,  SEPTEMBER 30,
                                                            2003           2002
                                                          (Dollars in thousands)
Loans delinquent
<S>                                                     <C>            <C>
  30 to 89 days                                            $4,999         $4,730
  90 or more days                                           3,759          3,398
                                                           ------         ------

         Total delinquent loans                            $8,758         $8,128
                                                           ======         ======

Loans accounted for on non-accrual basis                   $3,195         $  885
Loans greater than 90 days delinquent and still accruing      564          2,513
                                                           ------         ------
         Total nonperforming loans                          3,759          3,398
Real estate acquired through foreclosure                      846          2,462
                                                           ------         ------

         Total nonperforming assets                        $4,605         $5,860
                                                           ======         ======

Allowance for loan losses                                  $2,265         $1,850
                                                           ======         ======

Allowance for loan losses to total loans                     0.45%          0.42%
Allowance for loan losses to nonperforming loans            60.26%         54.44%
Allowance for loan losses to nonperforming assets           49.19%         31.57%
Nonperforming loans to total loans                           0.75%          0.76%
</TABLE>

                                       8
<PAGE>

                          WINTON FINANCIAL CORPORATION

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

Comparison of Results of Operations for the Fiscal Years Ended September 30,
2003 and 2002 (continued)

Provision for Losses on Loans (continued)

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

Other Income

Other income totaled $4.4 million for the fiscal year ended September 30, 2003,
an increase of $936,000, or 26.9%, compared to fiscal 2002, due primarily to a
$972,000, or 42.1%, increase in mortgage banking income, a $282,000 gain on sale
of office premises and a $112,000, or 16.8%, increase in other operating income,
which were partially offset by a $13,000 increase in loss on sale of real estate
acquired through foreclosure, a $167,000 reduction in gains on sale of
investment securities and the absence of a $250,000 gain on sale of deposits
recorded in fiscal 2002. The increase in mortgage banking income was due
primarily to the increase in sales volume of $126.6 million, or 102.4%, over the
year ended September 30, 2002. The Company sold its former Central Parkway
branch and a tract of land next to its Harrison Branch, realizing gains of
$243,000 and $39,000, respectively. The deposits related to the Central Parkway
branch were sold in the fiscal year ended September 30, 2002, with the Company
recognizing a $250,000 gain. The increase in other income was primarily
attributable to prepayment fees on nonresidential real estate loans, loan payoff
statement fees and growth in deposit service charges due to overall fee
increases and fees on "Generations Gold," a new checking product introduced in
fiscal 2002.

General, Administrative and Other Expense

General, administrative and other expense totaled $10.6 million for the fiscal
year ended September 30, 2003, an increase of $1.4 million, or 15.0%, compared
to fiscal 2002. The increase was due primarily to an increase in employee
compensation and benefits of $631,000, or 12.1%, an increase in other operating
expenses of $389,000, or 22.4%, and an increase in occupancy and equipment
expense of $266,000, or 24.6%. Employee compensation and benefits increased
primarily due to normal merit increases, an overall increase in staffing levels
related primarily to the branch addition and increased loan production during
the year, and expenses related to increased awards under the incentive bonus and
401(k) plan contributions year to year. The increase in other operating expense
was due primarily to increased costs related to foreclosure activity, an
increase in professional fees related to the implementation of Sarbanes-Oxley
Act of 2002 and pro-rata increases in other operating expenses related to the
Corporation's growth year to year. The increase in occupancy and equipment
expense was due to lease costs associated with the opening of the new mortgage
operations facility and non-capitalizable costs associated with a restructuring
and remodeling of the corporate administrative offices and opening of the new
branch.

Federal Income Taxes

The provision for federal income taxes amounted to $2.8 million for the fiscal
year ended September 30, 2003, an increase of $266,000, or 10.5%, compared to
fiscal 2002. The increase was due primarily to an increase in earnings before
taxes of $949,000, or 12.6%, partially offset by an increase in nontaxable
interest income in fiscal 2003. The effective tax rates were 32.8% and 33.4% for
the fiscal years ended September 30, 2003 and 2002, respectively.

                                       9
<PAGE>

                          WINTON FINANCIAL CORPORATION

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

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

General

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

Net Interest Income

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

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

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

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

Provision for Losses on Loans

As a result of an analysis of historical experience, the volume and type of
lending conducted by the Company, the status of past due principal and interest
payments, and general economic conditions, particularly as such conditions
relate to the Company's loan portfolio and market area, management recorded a
$1.3 million provision for losses on loans during the fiscal year ended
September 30, 2002, compared to a provision of $300,000 recorded in fiscal 2001.
Management deemed it prudent to increase the provision due to the increase in
nonperforming loans year to year, net charge-offs of loans totaling $604,000
recorded during fiscal 2002, growth in the portfolio of loans secured by
nonresidential real estate and the potential impact on the loan portfolio of a
general weakening of the economic environment.

                                       10
<PAGE>

                          WINTON FINANCIAL CORPORATION

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

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

Provision for Losses on Loans (continued)

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

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

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

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

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

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

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

Other Income

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

                                       11
<PAGE>

                          WINTON FINANCIAL CORPORATION

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

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

General, Administrative and Other Expense

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

Federal Income Taxes

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

                                       12
<PAGE>

                  AVERAGE BALANCE, YIELD, RATE AND VOLUME DATA

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

<TABLE>
<CAPTION>
                                                                      YEAR ENDED SEPTEMBER 30,
                                                      2003                          2002                          2001
                                          AVERAGE   INTEREST            AVERAGE   INTEREST            AVERAGE   INTEREST
                                        OUTSTANDING  EARNED/  YIELD/  OUTSTANDING  EARNED/  YIELD/  OUTSTANDING  EARNED/  YIELD/
                                          BALANCE     PAID     RATE     BALANCE     PAID     RATE     BALANCE     PAID     RATE
                                                                          (Dollars in thousands)
<S>                                     <C>         <C>       <C>     <C>         <C>       <C>     <C>         <C>       <C>
Interest-earning assets:
  Loans receivable (1)                    $459,342   $30,456   6.63%    $443,225   $32,616    7.36%  $ 420,488   $33,416    7.95%
  Mortgage-backed securities                 6,614       277   4.19        6,252       279    4.46      10,384       653    6.29
  Investment securities                     16,361       462   2.82       14,418       616    4.27      17,913       960    5.36
  Interest-bearing deposits and other       24,430       449   1.84       14,808       434    2.93      10,157       576    5.67
                                          --------   -------   ----     --------   -------  ------   ---------   -------  ------
     Total interest-earning assets         506,747    31,644   6.24      478,703    33,945    7.09     458,942    35,605    7.76

Non-interest-earning assets                 11,735                         9,052                         9,600
                                          --------                      --------                     ---------

     Total assets                         $518,482                      $487,755                     $ 468,542
                                          ========                      ========                     =========

Interest-bearing liabilities:
  Deposits                                $340,535     9,505   2.79     $317,227    12,344    3.89   $ 314,020    16,421    5.23
  FHLB advances and other borrowings       128,519     6,891   5.36      126,053     7,089    5.62     113,546     7,115    6.27
                                          --------   -------   ----     --------   -------  ------   ---------   -------  ------
     Total interest-bearing liabilities    469,054    16,396   3.50      443,280    19,433    4.38     427,566    23,536    5.50
                                                     -------   ----                -------  ------               -------  ------

Non-interest-bearing liabilities             6,771                         5,983                         5,524
                                          --------                      --------                     ---------

     Total liabilities                     475,825                       449,263                       433,090

Shareholders' equity                        42,657                        38,492                        35,452
                                          --------                      --------                     ---------

     Total liabilities and
       shareholders' equity               $518,482                      $487,755                     $ 468,542
                                          ========                      ========                     =========

Net interest income/Interest
  rate spread                                        $15,248   2.74%               $14,512    2.71%              $12,069    2.26%
                                                     =======   ====                =======  ======               =======  ======
Net interest margin (net
  interest income as a percent of
  average interest-earning assets)                             3.01%                          3.03%                         2.63%
                                                               ====                         ======                        ======
Average interest-earning assets to
  interest-bearing liabilities                               108.04%                        107.99%                       107.34%
                                                            =======                         ======                        ======
</TABLE>

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

(1)   Includes loans held for sale and nonaccrual loans, net of the allowance
      for loan losses.

                                       13
<PAGE>

                          WINTON FINANCIAL CORPORATION

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

Rate/Volume Table

The table below describes the extent to which changes in interest rates and
changes in volume of interest-earning assets and interest-bearing liabilities
have affected Winton Financial's interest income and expense during the periods
indicated. For each category of interest-earning assets and interest-bearing
liabilities, information is provided on changes attributable to (i) changes in
volume (change in volume multiplied by prior year rate), (ii) changes in rate
(change in rate multiplied by prior year volume) and (iii) total changes in rate
and volume. The combined effects of changes in both volume and rate, which
cannot be separately identified, have been allocated proportionately to the
change due to volume and the change due to rate.

<TABLE>
<CAPTION>
                                                                 YEAR ENDED SEPTEMBER 30,
                                                  2003 VS. 2002                             2002 VS. 2001
                                                     INCREASE                                  INCREASE
                                                    (DECREASE)                                (DECREASE)
                                                     DUE TO                                    DUE TO
                                         VOLUME       RATE          TOTAL        VOLUME         RATE          TOTAL
                                                                       (In thousands)
<S>                                      <C>         <C>           <C>           <C>           <C>           <C>
Interest income attributable to:
  Loans receivable (1)                   $1,155      $(3,315)      $(2,160)      $ 1,750       $(2,550)      $  (800)
  Mortgage-backed securities                 16          (18)           (2)         (216)         (158)         (374)
  Investment securities                      75         (229)         (154)         (168)         (176)         (344)
  Other interest-earning assets (2)         215         (200)           15           202          (344)         (142)
                                         ------      -------       -------       -------       -------       -------
     Total interest income                1,461       (3,762)       (2,301)        1,568        (3,228)       (1,660)

Interest expense attributable to:
  Deposits                                  854       (3,693)       (2,839)          166        (4,243)       (4,077)
  Borrowings                                137         (335)         (198)          742          (768)          (26)
                                         ------      -------       -------       -------       -------       -------
     Total interest expense                 991       (4,028)       (3,037)          908        (5,011)       (4,103)
                                         ------      -------       -------       -------       -------       -------

Increase in net interest income          $  470      $   266       $   736       $   660       $ 1,783       $ 2,443
                                         ======      =======       =======       =======       =======       =======
</TABLE>

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

(1)   Includes loans held for sale.

(2)   Includes interest-bearing deposits.

                                       14
<PAGE>

                          WINTON FINANCIAL CORPORATION

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

Asset/Liability Management

Winton Financial's earnings depend primarily upon its net interest income, which
is the difference between its interest income on interest-earning assets, such
as mortgage loans, investment securities and mortgage-backed securities, and its
interest expense paid on interest-bearing liabilities, consisting of deposits
and borrowings. As market interest rates change, asset yields and liability
costs do not change simultaneously. Due to maturity, repricing and timing
differences between interest-earning assets and interest-bearing liabilities,
Winton Financial's earnings will be affected differently under various interest
rate scenarios. Management believes that the steps which Winton Financial has
taken in asset/liability management may reduce the overall vulnerability of
Winton Financial's interest rate risk. Winton Financial's principal financial
objective is to enhance long-term profitability while reducing exposure to
increases in interest rates. To accomplish this objective, Winton Financial has
formulated an asset and liability management policy, the principal elements of
which are (1) to emphasize the origination of adjustable-rate mortgage loans,
(2) to meet the consumer preference for fixed-rate loans in periods of low
interest rates by selling the preponderance of such loans in the secondary
market, and (3) to lengthen the maturities of liabilities to the extent
practicable by marketing longer term certificates of deposit. In order to better
compete for deposits, however, Winton Savings has offered market-sensitive
certificates of deposit, which result in increased interest expense in rising
rate environments. Because interest-rate-sensitive liabilities continue to
exceed interest-rate-sensitive assets, Winton Savings would be negatively
affected by a rising or protracted high interest rate environment and would be
beneficially affected by a declining interest rate environment. At September 30,
2003, approximately $161.4 million, or 30.3%, of Winton Savings' portfolio of
interest-earning assets had adjustable rates.

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

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

<TABLE>
<CAPTION>
                                BOARD LIMIT
CHANGE IN INTEREST RATE        NPV RATIO (1)            SEPTEMBER 30, 2003           SEPTEMBER 30, 2002
     (BASIS POINTS)            NOT LESS THAN                 NPV RATIO                    NPV RATIO
<S>                            <C>                      <C>                          <C>
       +300                        4.00%                     4.14%                          7.40%
       +200                        6.00                      6.05                           8.42
       +100                        6.50                      7.93                           9.27
          -                        7.00                      9.79                           9.71
       -100                        7.50                     10.64                           9.77
       -200(2)                     8.00                       N/A                            N/A
       -300(2)                     8.50                       N/A                            N/A
</TABLE>

(1)   NPV Ratio represents the net portfolio value divided by the present value
      of assets.

(2)   Not meaningful because some market rates would compute at a rate less than
      zero.

                                       15
<PAGE>

                          WINTON FINANCIAL CORPORATION

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

Asset/Liability Management (continued)

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

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

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

Liquidity and Capital Resources

Winton Savings, like other financial institutions, is required under applicable
federal regulations to maintain sufficient funds to meet deposit withdrawals,
loan commitments and expenses. Liquid assets consist of cash and interest
bearing deposits in other financial institutions, investments and
mortgage-backed securities. Management monitors and assesses liquidity needs
daily in order to meet deposit withdrawals, loan commitments and expenses.

The primary sources of funds include deposits, borrowings, principal and
interest repayments on loans and proceeds from the sale of mortgage loans. The
Company's first preference is to fund liquidity needs with core deposits, if
available, in the marketplace. Core deposits include non-interest bearing and
interest-bearing retail deposits. Other funding sources included Federal Home
Loan Bank advances and brokered deposits through the capital markets.

                                       16
<PAGE>

                          WINTON FINANCIAL CORPORATION

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

Liquidity and Capital Resources (continued)

The following table sets forth information regarding the Corporation's
obligations and commitments to make future payments under contract as of
September 30, 2003.

<TABLE>
<CAPTION>
                                                                   PAYMENTS DUE BY PERIOD
                                                        LESS                                 MORE
                                                        THAN          1-3         3-5        THAN
                                                       1 YEAR        YEARS       YEARS      5 YEARS     TOTAL
                                                                           (In thousands)
<S>                                                   <C>          <C>         <C>         <C>         <C>
Contractual obligations:
  Operating lease obligations                         $     320    $     450   $     248   $      21   $   1,039
  Contracts to purchase office premises                     476            -           -           -         476
   Advances from the Federal Home Loan
    Bank and other borrowings                            38,021       48,000      21,500      31,091     138,612
  Certificates of deposit                               113,907      107,373      19,036          22     240,338

Amount of commitments expiration per period
  Loans commitments to originate:
    Home equity lines of credit                          23,873            -           -           -      23,873
    Commercial lines of credit                            4,855            -           -           -       4,855
    One- to four-family and multi-family loans           42,229            -           -           -      42,229
    Non-residential real estate and land loans            5,398            -           -           -       5,398
  Commitments to sell loans in the secondary market     (13,731)           -           -           -     (13,731)
                                                      ---------    ---------   ---------   ---------   ---------

         Total contractual obligations                $ 215,348    $ 155,823   $  40,784   $  31,134   $ 443,089
                                                      =========    =========   =========   =========   =========
</TABLE>

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

<TABLE>
<CAPTION>
                                                       FOR THE YEAR ENDED SEPTEMBER 30,
                                                         2003        2002         2001
                                                               (In thousands)
<S>                                                   <C>          <C>          <C>
Net earnings                                          $  5,706     $  5,023     $  3,855
Adjustments to reconcile net earnings to net
  cash provided by (used in) operating activities       22,539      (23,306)      (2,823)
                                                      --------     --------     --------
Net cash provided by (used in) operating activities     28,245      (18,283)       1,032
Net cash used in investing activities                  (63,390)      (2,352)      (2,433)
Net cash provided by financing activities               32,676       26,991        4,987
                                                      --------     --------     --------
Net increase (decrease) in cash and
  cash equivalents                                      (2,469)       6,356        3,586
Cash and cash equivalents at beginning of year          11,965        5,609        2,023
                                                      --------     --------     --------
Cash and cash equivalents at end of year              $  9,496     $ 11,965     $  5,609
                                                      ========     ========     ========
</TABLE>

                                       17

<PAGE>

                          WINTON FINANCIAL CORPORATION

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

Liquidity and Capital Resources (continued)

Winton Financial believes that the Company's liquidity posture at September 30,
2003, is adequate to meet outstanding loan commitments and other cash
requirements.

Winton Savings is subject to minimum capital standards promulgated by the OTS.
Such capital standards generally require the maintenance of regulatory capital
sufficient to meet each of the following three requirements: the tangible
capital requirement, the core capital requirement and the risk-based capital
requirement. At September 30, 2003, Winton Savings' tangible capital of $45.0
million, or 8.3% of adjusted total assets, exceeded the 1.5% requirement by
$36.9 million; its core capital of $45.0 million, or 8.3% of adjusted total
assets, exceeded the minimum 4.0% requirement by $23.3 million; and its
risk-based capital of $47.3 million, or 11.8% of risk-weighted assets, exceeded
the 8% requirement by $15.2 million.

                                       18

<PAGE>

                      [THIS PAGE INTENTIONALLY LEFT BLANK]

                                       19

<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors
Winton Financial Corporation

We have audited the accompanying consolidated statements of financial condition
of Winton Financial Corporation as of September 30, 2003 and 2002, and the
related consolidated statements of earnings, comprehensive income, shareholders'
equity and cash flows for each of the years in the three year period ended
September 30, 2003. These consolidated financial statements are the
responsibility of the Corporation's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Winton Financial
Corporation as of September 30, 2003 and 2002, and the results of its operations
and its cash flows for each of the years in the three year period ended
September 30, 2003, in conformity with accounting principles generally accepted
in the United States of America.

/s/ Grant Thornton LLP

Cincinnati, Ohio
October 30, 2003

                                       20

<PAGE>

                          WINTON FINANCIAL CORPORATION

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

<TABLE>
<CAPTION>
                                                                          September 30,

                                                                        2003          2002
                                                                          (In thousands)
<S>                                                                   <C>          <C>
          ASSETS

Cash and due from banks                                               $   1,848    $   1,263

Interest-bearing deposits in other financial institutions                 7,648       10,702
                                                                      ---------    ---------

          Cash and cash equivalents                                       9,496       11,965

Investment securities available for sale - at market                     21,466       13,095
Mortgage-backed securities available for sale - at market                 2,103          197
Mortgage-backed securities held to maturity - at amortized cost,
  approximate market value of $4,204 and $5,685 at September 30,
    2003 and 2002, respectively                                           4,269        5,761
Loans receivable - net                                                  481,364      428,367
Loans held for sale - at lower of cost or market                          6,116       28,610
Office premises and equipment - at depreciated cost                       6,131        3,571
Real estate acquired through foreclosure                                    846        2,462
Federal Home Loan Bank stock - at cost                                    8,156        7,828
Accrued interest receivable                                               2,571        2,867
Prepaid expenses and other assets                                           786          523
Intangible assets - net of amortization                                      97          158
Prepaid federal income taxes                                                501          297
                                                                      ---------    ---------

          Total assets                                                $ 543,902    $ 505,701
                                                                      =========    =========

          LIABILITIES AND SHAREHOLDERS' EQUITY

Deposits                                                              $ 354,296    $ 332,995
Advances from the Federal Home Loan Bank                                136,612      124,427
Other borrowed money                                                      2,000        2,000
Accounts payable on mortgage loans serviced for others                      401          675
Advance payments by borrowers for taxes and insurance                     2,433        1,830
Other liabilities                                                         2,459        2,091
Deferred federal income taxes                                             1,479        1,667
                                                                      ---------    ---------

         Total liabilities                                              499,680      465,685

Commitments                                                                   -            -

Shareholders' equity

  Preferred stock - 2,000,000 shares without par value authorized;
    no shares issued                                                          -            -
</TABLE>

The accompanying notes are an integral part of these statements.

                                       21

<PAGE>

<TABLE>
<S>                                                                   <C>          <C>
Common stock - 18,000,000 shares without par value authorized;
  4,592,884 and 4,465,054 shares issued at September 30, 2003 and
  2002, respectively                                                          -            -

Additional paid-in capital                                               11,285       10,321

Retained earnings                                                        33,213       29,360

Treasury stock - 40,300 and 500 shares at September 30, 2003 and
  2002, respectively - at cost                                             (529)          (5)

Accumulated comprehensive income, unrealized gains on securities
  designated as available for sale, net of related tax effects              253          340
                                                                      ---------    ---------
        Total shareholders' equity                                       44,222       40,016
                                                                      ---------    ---------

        Total liabilities and shareholders' equity                    $ 543,902    $ 505,701
                                                                      =========    =========
</TABLE>

The accompanying notes are an integral part of these statements.

                                       22

<PAGE>

                          WINTON FINANCIAL CORPORATION

                       CONSOLIDATED STATEMENTS OF EARNINGS

<TABLE>
<CAPTION>
                                                                              YEAR ENDED SEPTEMBER 30,
                                                                           2003        2002        2001
                                                                         (In thousands, except share data)
<S>                                                                      <C>         <C>         <C>
Interest income
  Loans                                                                  $ 30,456    $ 32,616    $ 33,416
  Mortgage-backed securities                                                  277         279         653
  Investment securities                                                       462         616         960
  Interest-bearing deposits and other                                         449         434         576
                                                                         --------    --------    --------
         Total interest income                                             31,644      33,945      35,605

Interest expense
  Deposits                                                                  9,505      12,344      16,421
  Borrowings                                                                6,891       7,089       7,115
                                                                         --------    --------    --------
         Total interest expense                                            16,396      19,433      23,536
                                                                         --------    --------    --------

         Net interest income                                               15,248      14,512      12,069

Provision for losses on loans                                                 605       1,260         300
                                                                         --------    --------    --------

         Net interest income after provision for losses on loans           14,643      13,252      11,769

Other income
  Mortgage banking income                                                   3,283       2,311       1,412
  Gain on sale of investment and mortgage-backed securities designated
    as available for sale                                                      97         264         239
  Gain on sale of office premises                                             282           -           -
  Gain on sale of deposits                                                      -         250           -
  Loss on sale of real estate acquired through foreclosure                    (24)        (11)          -
  Other operating                                                             777         665         665
                                                                         --------    --------    --------
         Total other income                                                 4,415       3,479       2,316

General, administrative and other expense

  Employee compensation and benefits                                        5,842       5,211       4,556

  Occupancy and equipment                                                   1,348       1,082       1,135

  Franchise taxes                                                             440         383         375

  Amortization of intangible assets                                            61          61          61

  Advertising                                                                 298         286         200

  Data processing                                                             446         423         411

  Other operating                                                           2,128       1,739       1,555
                                                                         --------    --------    --------

         Total general, administrative and other expense                   10,563       9,185       8,293
                                                                         --------    --------    --------

         Earnings before income taxes                                       8,495       7,546       5,792

Federal income taxes
  Current                                                                   2,933       2,472       1,941
  Deferred                                                                   (144)         51          (4)
                                                                         --------    --------    --------
         Total federal income taxes                                         2,789       2,523       1,937
                                                                         --------    --------    --------

         NET EARNINGS                                                    $  5,706    $  5,023    $  3,855
                                                                         ========    ========    ========

         EARNINGS PER SHARE
</TABLE>

The accompanying notes are an integral part of these statements.

                                       23

<PAGE>

<TABLE>
<S>                                                                      <C>         <C>         <C>
  Basic                                                                  $   1.27    $   1.13    $    .87
                                                                         ========    ========    ========

  Diluted                                                                $   1.23    $   1.10    $    .85
                                                                         ========    ========    ========
</TABLE>

The accompanying notes are an integral part of these statements.

                                       24
<PAGE>

                          WINTON FINANCIAL CORPORATION

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

<TABLE>
<CAPTION>
                                                                             YEAR ENDED SEPTEMBER 30,
                                                                         2003         2002         2001
                                                                                 (In thousands)

<S>                                                                     <C>          <C>          <C>
Net earnings                                                            $ 5,706      $ 5,023      $ 3,855

Other comprehensive income (loss), net of tax:
  Unrealized holding gains (losses) on securities during
    the period, net of taxes (benefits) of $(12), $(25) and $144 in
    2003, 2002 and 2001, respectively                                       (23)         (49)         280

  Reclassification adjustment for realized gains included in
    earnings, net of taxes of $33, $90 and $81 in 2003, 2002 and
    2001, respectively                                                      (64)        (174)        (158)
                                                                        -------      -------      -------

Comprehensive income                                                    $ 5,619      $ 4,800      $ 3,977
                                                                        =======      =======      =======

Accumulated comprehensive income                                        $   253      $   340      $   563
                                                                        =======      =======      =======
</TABLE>

The accompanying notes are an integral part of these statements.

                                       25

<PAGE>

                          WINTON FINANCIAL CORPORATION

                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                                           UNREALIZED
                                                                                            GAINS ON
                                                   ADDITIONAL                              SECURITIES
                                        COMMON      PAID-IN      RETAINED     TREASURY      AVAILABLE
                                         STOCK      CAPITAL      EARNINGS       STOCK       FOR SALE         TOTAL
                                                                (In thousands, except share data)
<S>                                     <C>        <C>           <C>          <C>          <C>              <C>
Balance at October 1, 2000              $  -       $    9,972    $ 23,593     $      -     $      441       $ 34,006

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

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

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

Balance at September 30, 2002              -           10,321      29,360           (5)           340         40,016

Proceeds from exercise of
  stock options                            -              964           -            -              -            964
Purchase of treasury shares                -                -           -         (524)             -           (524)
Net earnings for the year
  ended September 30, 2003                 -                -       5,706            -              -          5,706
Unrealized losses on securities
  designated as available for
  sale, net of related tax effects         -                -           -            -            (87)           (87)
Cash dividends of $.41 per share           -                -      (1,853)           -              -         (1,853)
                                        ----       ----------    --------     --------     ----------       --------

Balance at September 30, 2003           $  -       $   11,285    $ 33,213     $   (529)    $      253       $ 44,222
                                        ====       ==========    ========     ========     ==========       ========
</TABLE>

The accompanying notes are in integral part of these statements.

                                       26

<PAGE>

                          WINTON FINANCIAL CORPORATION

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                            YEAR ENDED SEPTEMBER 30,
                                                                                      2003          2002           2001
                                                                                                 (In thousands)
<S>                                                                                <C>            <C>            <C>
Cash flows from operating activities:
  Net earnings for the year                                                        $   5,706      $   5,023      $   3,855
  Adjustments to reconcile net earnings to net
  cash provided by (used in) operating activities:
    Amortization of premiums and discounts on investments and
      mortgage-backed securities - net                                                    65             87             83
    Amortization of deferred loan origination fees                                      (199)          (188)           (82)
    Depreciation and amortization                                                        471            433            457
    Amortization of intangible assets                                                     61             61             61
    Gain on sale of office premises                                                     (282)             -              -
    Gain on sale of deposits                                                               -           (250)             -
    Gain on sale of investment and mortgage-backed securities designated
      as available for sale                                                              (97)          (264)          (239)
    Loss on sale of real estate acquired through foreclosure                              24             11              -
    Provision for losses on loans                                                        605          1,260            300
    Gain on sale of mortgage loans                                                    (3,217)        (1,936)        (1,159)
    Loans disbursed for sale in the secondary market                                (227,786)      (148,445)      (105,264)
    Proceeds from sale of loans in the secondary market                              253,497        125,610        104,127
    Federal Home Loan Bank stock dividends                                              (328)          (370)          (517)
    Increase (decrease) in cash due to changes in:
      Accrued interest receivable                                                        296            338             40
      Prepaid expenses and other assets                                                 (263)           144           (165)
      Accounts payable on mortgage loans serviced for others                            (274)            (7)          (104)
      Other liabilities                                                                  314            521           (108)
      Federal income taxes
        Current                                                                         (204)          (362)          (249)
        Deferred                                                                        (144)            51             (4)
                                                                                   ---------      ---------      ---------
         Net cash provided by (used in) operating activities                          28,245        (18,283)         1,032

Cash flows provided by (used in) investing activities:
  Proceeds from maturity of investment securities                                     11,315          6,675          9,650
  Proceeds from sale of investment securities designated as available for sale         3,622          5,179         11,088
  Purchase of investment securities designated as available for sale                 (23,395)       (10,815)       (14,590)
  Proceeds from sale of mortgage-backed securities designated as
    available for sale                                                                     -          1,927              -
  Principal repayments on mortgage-backed securities                                   1,574          2,310          5,274
  Purchase of mortgage-backed securities designated as available for sale             (2,000)        (1,917)             -
  Purchase of mortgage-backed securities designated as held to maturity                    -         (1,013)             -
  Loan principal repayments                                                          227,155        161,748        118,004
  Loan disbursements                                                                (283,634)      (166,841)      (131,829)

  Proceeds from sale of loan participations                                            3,029          1,100              -
  Purchase and renovation of office premises and equipment                            (3,260)          (739)          (268)
  Proceeds from sale of office premises and equipment                                    529              -              -
  Proceeds from sale of real estate acquired through foreclosure                       1,847             34            241
  Additions to real estate acquired through foreclosure                                 (172)             -             (3)
                                                                                   ---------      ---------      ---------
         Net cash used in investing activities                                       (63,390)        (2,352)        (2,433)
                                                                                   ---------      ---------      ---------

         Net cash used in operating and investing
           activities (balance carried forward)                                      (35,145)       (20,635)        (1,401)
                                                                                   ---------      ---------      ---------
</TABLE>

                                       27

<PAGE>

                                       28
<PAGE>

                          WINTON FINANCIAL CORPORATION

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                       YEAR ENDED SEPTEMBER 30,
                                                                     2003        2002        2001
                                                                            (In thousands)
<S>                                                                <C>         <C>         <C>
         Net cash used in operating and investing
           activities (balance brought forward)                    $(35,145)   $(20,635)   $ (1,401)

Cash flows provided by (used in) financing activities:
  Net increase in deposit accounts, including purchased deposits     21,301      24,091       7,071
  Sale of deposit accounts                                                -      (7,806)          -
  Proceeds from Federal Home Loan Bank advances and
    other borrowings                                                 64,000      95,500      67,000
  Repayment of Federal Home Loan Bank advances                      (51,815)    (83,741)    (68,052)
  Advances by borrowers for taxes and insurance                         603         421         261
  Proceeds from exercise of stock options                               964         179         170
  Dividends paid on common stock                                     (1,853)     (1,648)     (1,463)
  Purchase of treasury shares                                          (524)         (5)          -
                                                                   --------    --------    --------
         Net cash provided by financing activities                   32,676      26,991       4,987
                                                                   --------    --------    --------

Net increase (decrease) in cash and cash equivalents                 (2,469)      6,356       3,586

Cash and cash equivalents at beginning of year                       11,965       5,609       2,023
                                                                   --------    --------    --------

Cash and cash equivalents at end of year                           $  9,496    $ 11,965    $  5,609
                                                                   ========    ========    ========

Supplemental disclosure of cash flow information:

  Cash paid during the year for:
    Federal income taxes                                           $  2,882    $  2,792    $  1,870
                                                                   ========    ========    ========

    Interest on deposits and borrowings                            $ 16,395    $ 19,566    $ 23,602
                                                                   ========    ========    ========

Supplemental disclosure of noncash investing activities:

  Transfers from loans to real estate acquired through
    foreclosure                                                    $     47    $  2,039    $     26
                                                                   ========    ========    ========

  Issuance of mortgage loans upon sale of real estate
    acquired through foreclosure                                   $  1,307    $     50    $    171
                                                                   ========    ========    ========

  Unrealized gains (losses) on securities designated as
    available for sale, net of related tax effects                 $    (87)   $   (223)   $    122
                                                                   ========    ========    ========

  Recognition of mortgage servicing rights in
    accordance with SFAS No. 140                                   $    334    $    364    $     84
                                                                   ========    ========    ========

  Transfer of investment securities held to maturity to an
    available for sale classification upon adoption of SFAS
</TABLE>

The accompanying notes are an integral part of these statements.

                                       29
<PAGE>

<TABLE>
<S>                                                                <C>         <C>         <C>
    No. 133                                                        $      -    $      -    $ 14,002
                                                                   ========    ========    ========
</TABLE>

The accompanying notes are an integral part of these statements.

                                       30
<PAGE>

                          WINTON FINANCIAL CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

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

      1. Principles of Consolidation

      The consolidated financial statements include the accounts of Winton
      Financial and its wholly-owned subsidiary, Winton Savings, and its
      wholly-owned subsidiary, Alpine Terrace II. During fiscal 2002, Winton
      Savings formed Alpine Terrace II for the purpose of marketing and selling
      certain real estate acquired through foreclosure. All significant
      intercompany balances and transactions have been eliminated in the
      accompanying consolidated financial statements.

      2. Investment Securities and Mortgage-Backed Securities

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

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

                                       31
<PAGE>

                          WINTON FINANCIAL CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

      3. Loans Receivable

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

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

      Loans held for sale are carried at the lower of cost or market, determined
      in the aggregate. In computing cost, deferred loan origination fees are
      deducted from the principal balances of the related loans. At September
      30, 2003 and 2002, loans held for sale were carried at cost.

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

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

      The Company recorded amortization related to mortgage servicing rights
      totaling approximately $539,000, $299,000 and $164,000 for the years ended
      September 30, 2003, 2002 and 2001, respectively. At September 30, 2003,
      the fair value and carrying value of the Company's mortgage servicing
      rights totaled approximately $660,000 and $519,000, respectively. At
      September 30, 2002, the fair value and carrying value of the Company's
      mortgage servicing rights totaled approximately $923,000 and $724,000,
      respectively.

                                       32
<PAGE>

                          WINTON FINANCIAL CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

      4. Loan Origination and Commitment Fees

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

      5. Allowance for Loan Losses

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

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

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

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

      At September 30, 2003 and 2002, the Company had no loans that would be
      defined as impaired under SFAS No. 114.

                                       33
<PAGE>

                          WINTON FINANCIAL CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

      6. Office Premises and Equipment

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

      7. Real Estate Acquired through Foreclosure

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

      8. Federal Income Taxes

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

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

      9. Amortization of Intangible Assets

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

                                       34
<PAGE>

                          WINTON FINANCIAL CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

      10. Employee Benefit Plans

      The Company has a contributory 401(k) profit sharing plan covering all
      employees who have attained the age of 21 and have completed six months of
      service. Contributions to the plan are voluntary and are matched at the
      discretion of the Board of Directors. Contributions to the plan by the
      Company totaled $314,000, $126,000 and $42,000 for the years ended
      September 30, 2003, 2002 and 2001, respectively.

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

      11. Earnings Per Share

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

<TABLE>
<CAPTION>
                                      FOR THE YEARS ENDED SEPTEMBER 30,
                                        2003        2002        2001
<S>                                   <C>         <C>         <C>
    Weighted-average common shares
      outstanding (basic)             4,506,995   4,451,737   4,429,603

DILUTIVE EFFECT OF ASSUMED EXERCISE
      of stock options                  123,360     116,216     103,241
                                      ---------   ---------   ---------

WEIGHTED-AVERAGE COMMON SHARES
      outstanding (diluted)           4,630,355   4,567,953   4,532,844
                                      =========   =========   =========
</TABLE>

      Options to purchase 125,500, 185,500 and 303,500 shares of common stock
      with a respective weighted-average exercise price of $13.25, $12.53 and
      $11.17 were outstanding at September 30, 2003, 2002 and 2001,
      respectively, but were excluded from the computation of common share
      equivalents for those respective years because the exercise prices were
      greater than the average market price of common shares.

      12. Stock Option Plans

      Shareholders of the Corporation have approved stock option plans that
      provide for the issuance of up to 1,498,165 shares of authorized but
      unissued shares of common stock to be granted at the discretion of the
      Board of Directors at the fair value at the date of grant. Under the 1988
      Stock Option Plan, 649,680 common shares were reserved for issuance to
      directors, officers, and key employees of the Corporation and Winton
      Savings. Additional options may not be granted under the 1988 Plan. At
      September 30, 2003, 285,630 options under the 1988 Plan were subject to
      exercise at the discretion of the grantees through fiscal 2008. The 1999
      Stock Option Plan reserved 401,530 common shares for issuance to
      directors, officers, and key employees of the Corporation and Winton
      Savings. At September 30, 2003, 388,500 options under the 1999 Plan were
      subject to exercise at the discretion of the grantees through fiscal 2010,
      while 6,030 options were ungranted. The 2003 Stock Option Plan

                                       35
<PAGE>

      reserved 446,955 common shares for issuance to directors, officers and key
      employers of the Corporation and Winton Savings. No options under the 2003
      plan were granted as of September 30, 2003.

                                       36
<PAGE>

                          WINTON FINANCIAL CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

      12. Stock Option Plans (continued)

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

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

<TABLE>
<CAPTION>
                                                                                      2003        2002         2001
<S>                                                                                 <C>         <C>          <C>
Net earnings (In thousands)                             As reported                 $   5,706   $   5,023    $   3,855
                               Stock-based compensation, net of tax                         -           -         (302)
                                                                                    ---------   ---------    ---------
                                                          Pro-forma                 $   5,706   $   5,023    $   3,553
                                                                                    =========   =========    =========

Earnings per share
  Basic                                                 As reported                 $    1.27   $    1.13    $     .87
                               Stock-based compensation, net of tax                         -           -         (.07)
                                                                                    ---------   ---------    ---------
                                                          Pro-forma                 $    1.27   $    1.13    $     .80
                                                                                    =========   =========    =========

  Diluted                                               As reported                 $    1.23   $    1.10    $     .85
                               Stock-based compensation, net of tax                         -           -         (.07)
                                                                                    ---------   ---------    ---------
                                                          Pro-forma                 $    1.23   $    1.10    $     .78
                                                                                    =========   =========    =========
</TABLE>

      The fair value of each option grant was estimated on the date of grant
      using the modified Black-Scholes options-pricing model. The following
      assumptions were used for grants in fiscal 2001: dividend yield of 3.60%,
      expected volatility of 54.8%, risk-free interest rate of 3.00% and an
      expected life of ten years.

                                       37
<PAGE>

                          WINTON FINANCIAL CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

      12. Stock Option Plans (continued)

      A summary of the status of the Corporation's stock option plans as of
      September 30, 2003, 2002 and 2001, and changes during the years ended on
      those dates is presented below:

<TABLE>
<CAPTION>
                                             2003                     2002                     2001
                                                 WEIGHTED-                WEIGHTED-                WEIGHTED-
                                                  AVERAGE                  AVERAGE                  AVERAGE
                                                  EXERCISE                 EXERCISE                 EXERCISE
                                      SHARES       PRICE       SHARES       PRICE       SHARES       PRICE
<S>                                 <C>          <C>         <C>          <C>         <C>          <C>
Outstanding at beginning of year      801,960    $    8.33     831,000    $    8.23     743,000    $    8.11
Granted                                     -            -           -            -     124,000         8.75
Exercised                            (127,830)        5.41     (27,040)        5.00     (26,000)        5.72
Forfeited                                   -            -      (2,000)       10.06     (10,000)       11.98
                                    ---------    ---------   ---------    ---------   ---------    ---------

Outstanding at end of year            674,130    $    8.86     801,960    $    8.33     831,000    $    8.23
                                    =========    =========   =========    =========   =========    =========

Options exercisable at year-end       674,130    $    8.86     801,960    $    8.33     831,000    $    8.23
                                    =========    =========   =========    =========   =========    =========
Weighted-average fair value of
  options granted during the year                $       -                $       -                $    3.68
                                                 =========                =========                =========
</TABLE>

      The following information applies to options outstanding at September 30,
      2003:

<TABLE>
<S>                                              <C>
Number outstanding                                      255,630
Range of exercise prices                         $ 5.00 - $6.75
Number outstanding                                      418,500
Range of exercise prices                         $8.75 - $13.25
Weighted-average exercise price                  $         8.86
Weighted-average remaining contractual life           5.1 years
</TABLE>

      13. Cash and Cash Equivalents

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

      14. Fair Value of Financial Instruments

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

                                       38
<PAGE>

                          WINTON FINANCIAL CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

      14. Fair Value of Financial Instruments (continued)

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

      The following methods and assumptions were used by the Corporation in
      estimating its fair value disclosures for financial instruments at
      September 30, 2003 and 2002:

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

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

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

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

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

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

            Commitments to extend credit: For fixed-rate and adjustable-rate
            loan commitments, the fair value estimate considers the difference
            between current levels of interest rates and committed rates. The
            difference between the fair value and notional amount of outstanding
            loan commitments at September 30, 2003 and 2002, was not material.

                                       39
<PAGE>

                          WINTON FINANCIAL CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

      14. Fair Value of Financial Instruments (continued)

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

<TABLE>
<CAPTION>
                                                        2003                  2002
                                                CARRYING     FAIR     CARRYING     FAIR
                                                  VALUE      VALUE      VALUE      VALUE
                                                            (In thousands)
<S>                                             <C>        <C>        <C>        <C>
Financial assets
  Cash and cash equivalents                     $  9,496   $  9,496   $ 11,965   $ 11,965
  Investment securities designated
    as available for sale                         21,466     21,466     13,095     13,095
  Mortgage-backed securities designated
    as available for sale                          2,103      2,103        197        197
  Mortgage-backed securities held to maturity      4,269      4,204      5,761      5,685
  Loans receivable - net                         487,480    503,510    456,977    471,305
  Federal Home Loan Bank stock                     8,156      8,156      7,828      7,828
                                                --------   --------   --------   --------

                                                $532,970   $548,935   $495,823   $510,075
                                                ========   ========   ========   ========
Financial liabilities
  Deposits                                      $354,296   $361,141   $332,995   $338,772
  Advances from Federal Home Loan Bank and
    other borrowed money                         138,612    147,088    126,427    136,363
  Advance payments and amounts due on loans
    serviced for others                            2,834      2,834      2,505      2,505
                                                --------   --------   --------   --------

                                                $495,742   $511,063   $461,927   $477,640
                                                ========   ========   ========   ========
</TABLE>

      15. Advertising

      Advertising costs are expensed when incurred.

      16. Reclassifications

      Certain prior year amounts have been reclassified to conform to the 2003
      consolidated financial statement presentation.

      17. Recent Accounting Developments

      In August 2001, the Financial Accounting Standards Board ("FASB") issued
      Statement of Financial Accounting Standards ("SFAS") No. 144, "Accounting
      for the Impairment or Disposal of Long-Lived Assets." SFAS No. 144 carries
      over the recognition and measurement provisions in SFAS No. 121.
      Accordingly, an entity must recognize an impairment loss if the carrying
      value of a long-lived asset or asset group (a) is not recoverable and (b)
      exceeds its fair value. Similar to SFAS No. 121, SFAS No. 144 requires an
      entity to test an asset or asset group for

                                       40
<PAGE>

      impairment whenever events or changes in circumstances indicate that its
      carrying amount may not be recoverable. SFAS No. 144 differs from SFAS No.
      121 in that it provides guidance on estimating future cash flows to test
      recoverability. An entity may use either a probability-weighted approach
      or best-estimate approach in developing

                                       41
<PAGE>

                          WINTON FINANCIAL CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

      17. Recent Accounting Developments (continued)

      estimates of cash flows to test recoverability. SFAS No. 144 is effective
      for financial statements issued for fiscal years beginning after December
      15, 2001. Management adopted SFAS No. 144 effective October 1, 2002,
      without material effect on the Corporation's financial condition or
      results of operations.

      In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
      Associated with Exit or Disposal Activities." SFAS No. 146 provides
      financial accounting and reporting guidance for costs associated with exit
      or disposal activities, including one-time termination benefits, contract
      termination costs other than for a capital lease, and costs to consolidate
      facilities or relocate employees. SFAS No. 146 is effective for exit or
      disposal activities initiated after December 31, 2002. Management adopted
      SFAS No. 146 effective January 1, 2003, without material effect on the
      Corporation's financial condition or results of operations.

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

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

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

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

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

      In December 2002, the FASB issued SFAS No. 148, "Accounting for
      Stock-Based Compensation - Transition and Disclosure." SFAS No. 148 amends
      SFAS No. 123, "Accounting for Stock-Based Compensation," to provide
      alternative methods of transition for a voluntary change to the fair value
      based method of accounting for stock-based employee compensation. In
      addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123
      to require prominent disclosures in both annual and interim financial
      statements about the method of accounting for stock-based employee
      compensation and the effect of the method used on reported results. SFAS
      No. 148 is

                                       42
<PAGE>

                          WINTON FINANCIAL CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

      17. Recent Accounting Developments (continued)

      effective for fiscal years beginning after December 15, 2002. The interim
      disclosure provisions are effective for financial reports containing
      financial statements for interim periods beginning after December 15,
      2002. Management adopted the disclosure provisions of SFAS No. 148
      effective March 31, 2003, without material effect on the Corporation's
      financial position or results of operations.

      In November 2002, the FASB issued FASB Interpretation No. 45 ("FIN 45"),
      "Guarantor's Accounting and Disclosure Requirements for Guarantees,
      Including Indirect Guarantees of Indebtedness of Others." FIN 45 requires
      a guarantor entity, at the inception of a guarantee covered by the
      measurement provisions of the interpretation, to record a liability for
      the fair value of the obligation undertaken in issuing the guarantee. The
      Corporation has financial letters of credit which require the Corporation
      to make payment if the customer's financial condition deteriorates, as
      defined in the agreements. FIN 45 requires the Corporation to record an
      initial liability, generally equal to the fees received for these letters
      of credit when guaranteeing obligations. FIN 45 applies prospectively to
      letters of credit the Corporation issues or modifies subsequent to
      December 31, 2002.

      The Corporation defines the initial fair value of these letters of credit
      as the fee received from the customer. The maximum potential undiscounted
      amounts of future payments of these letters of credit as of September 30,
      2003 are $106,000 and they expire through January 2004. Amounts due under
      these letters of credit would be reduced by any proceeds that the
      Corporation would be able to obtain in liquidating the collateral for the
      loans, which varies depending on the customer.

      In January 2003, the FASB issued FIN 46, "Consolidation of Variable
      Interest Entities." FIN 46 requires a variable interest entity to be
      consolidated by a company if that company is subject to a majority of the
      risk of loss from the variable interest entity's activities or entitled to
      receive a majority of the entity's residual returns, or both. FIN 46 also
      requires disclosures about variable interest entities that a company is
      not required to consolidate, but in which it has a significant variable
      interest. The consolidation requirements of FIN 46 apply immediately to
      variable interest entities created after January 31, 2003. The
      consolidation requirements apply to existing entities in the first fiscal
      year or interim period beginning after June 15, 2003. Certain of the
      disclosure requirements apply in all financial statements issued after
      January 31, 2003, regardless of when the variable interest entity was
      established. The Corporation adopted the disclosure provisions of FIN 46
      effective January 31, 2003, without material effect on its financial
      statements.

      In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133
      on Derivative Instruments and Hedging Activities," which clarifies certain
      implementation issues raised by constituents and amends SFAS No. 133,
      "Accounting for Derivative Instruments and Hedging Activities," to include
      the conclusions reached by the FASB on certain FASB Staff Implementation
      Issues that, while inconsistent with Statement 133's conclusions, were
      considered by the Board to be preferable; amends SFAS No. 133's discussion
      of financial guarantee contracts and the application of the shortcut
      method to an interest-rate swap agreement that includes an embedded option
      and amends other pronouncements.

      - The guidance in SFAS No. 149 is effective for new contracts entered into
      or modified after June 30, 2003 and for hedging relationships designated
      after that date.

                                       43
<PAGE>

                          WINTON FINANCIAL CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

      17. Recent Accounting Developments (continued)

      Management adopted SFAS No. 149 effective July 1, 2003, as required,
      without material effect on the Corporation's financial position or results
      of operations.

      -     In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
      Financial Instruments with Characteristics of both Liabilities and
      Equity," which changes the classification in the statement of financial
      position of certain common financial instruments from either equity or
      mezzanine presentation to liabilities and requires an issuer of those
      financial statements to recognize changes in fair value or redemption
      amount, as applicable, in earnings. SFAS No. 150 requires an issuer to
      classify certain financial instruments as liabilities, including
      mandatorily redeemable preferred and common stocks.

      -     SFAS No. 150 is effective for financial instruments entered into or
      modified after May 31, 2003 and, with one exception, is effective at the
      beginning of the first interim period beginning after June 15, 2003 (July
      1, 2003 as to the Corporation). The effect of adopting SFAS No. 150 must
      be recognized as a cumulative effect of an accounting change as of the
      beginning of the period of adoption. Restatement of prior periods is not
      permitted. Management adopted SFAS No. 150 effective July 1, 2003, as
      required, without material effect on the Corporation's financial position
      or results of operations.

NOTE B - INVESTMENT AND MORTGAGE-BACKED SECURITIES

      Amortized cost, gross unrealized gains, gross unrealized losses and
      estimated fair values of investment securities at September 30 are
      summarized as follows:

<TABLE>
<CAPTION>
                                                                2003
                                                         GROSS        GROSS      ESTIMATED
                                           AMORTIZED   UNREALIZED   UNREALIZED     FAIR
                                             COST        GAINS        LOSSES       VALUE
                                                           (In thousands)
<S>                                        <C>         <C>          <C>          <C>
AVAILABLE FOR SALE:
  U.S. Government and agency obligations   $   8,046   $       58   $       (1)  $   8,103
  Corporate equity securities                    209          397            -         606
  Municipal bonds                             12,850          119         (212)     12,757
                                           ---------   ----------   ----------   ---------

      Total investment securities          $  21,105   $      574   $     (213)  $  21,466
                                           =========   ==========   ==========   =========
</TABLE>

                                       44
<PAGE>

<TABLE>
<CAPTION>
                                                                2002
                                                         GROSS        GROSS      ESTIMATED
                                           AMORTIZED   UNREALIZED   UNREALIZED     FAIR
                                             COST        GAINS        LOSSES       VALUE
                                                           (In thousands)
<S>                                        <C>         <C>          <C>          <C>
AVAILABLE FOR SALE:
  U.S. Government and agency obligations   $  12,375   $      162   $        -   $  12,537
  Corporate equity securities                    209          349            -         558
                                           ---------   ----------   ----------   ---------

      Total investment securities          $  12,584   $      511   $        -   $  13,095
                                           =========   ==========   ==========   =========
</TABLE>

                                       45
<PAGE>

                          WINTON FINANCIAL CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

      The amortized cost and estimated fair value of U.S. Government and agency
      obligations and municipal bonds at September 30, 2003 and 2002, by term to
      maturity are shown below.

<TABLE>
<CAPTION>
                                     2003                      2002
                                         ESTIMATED                 ESTIMATED
                             AMORTIZED      FAIR      AMORTIZED      FAIR
                                COST       VALUE         COST        VALUE
                                             (In thousands)
<S>                          <C>         <C>          <C>          <C>
Due in one year or less      $   4,025   $    4,033   $    5,315   $   5,348
Due in one to three years        3,020        3,059        6,060       6,180
Due in three to five years         421          430        1,000       1,009
Due in five to ten years         8,978        8,993            -           -
Due after ten years              4,452        4,345            -           -
                             ---------   ----------   ----------   ---------

                             $  20,896   $   20,860   $   12,375   $  12,537
                             =========   ==========   ==========   =========
</TABLE>

      At September 30, 2003, investment securities with a carrying value of $2.0
      million were pledged to secure public deposits.

      Proceeds from sales of investment securities totaled $3.6 million, $5.2
      million and $11.1 million in fiscal 2003, 2002 and 2001, respectively,
      resulting in gross realized gains of $97,000, $254,000 and $239,000 in
      those respective years.

      The amortized cost, gross unrealized gains, gross unrealized losses and
      estimated fair values of mortgage-backed securities at September 30, 2003
      and 2002, are shown below.

<TABLE>
<CAPTION>
                                                                 2003
                                                           GROSS       GROSS     ESTIMATED
                                             AMORTIZED   UNREALIZED  UNREALIZED    FAIR
                                               COST        GAINS       LOSSES      VALUE
                                                            (In thousands)
<S>                                          <C>         <C>         <C>         <C>
HELD TO MATURITY:
  Federal Home Loan Mortgage Corporation
    Participation certificates               $   1,643   $       -   $     (39)  $   1,604
  Government National Mortgage Association
    Participation certificates                     151           2           -         153
  Federal National Mortgage Association
    Participation certificates                   2,287           2         (30)      2,259
  Residential Funding Corporation
    Collateralized mortgage obligations            188           -           -         188
                                             ---------   ---------   ---------   ---------
      Total mortgage-backed securities
        held to maturity                         4,269           4         (69)      4,204

AVAILABLE FOR SALE:
  Government National Mortgage Association
    Participation certificates                     137           1           -         138
  Federal National Mortgage Association
    Participation certificates                   1,944          21           -       1,965
                                             ---------   ---------   ---------   ---------
      Total mortgage-backed securities
        available for sale                       2,081          22           -       2,103
                                             ---------   ---------   ---------   ---------

      Total mortgage-backed securities       $   6,350   $      26   $     (69)  $   6,307
                                             =========   =========   =========   =========
</TABLE>

                                       46
<PAGE>

                          WINTON FINANCIAL CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

<TABLE>
<CAPTION>
                                                                 2002
                                                           GROSS        GROSS      ESTIMATED
                                             AMORTIZED   UNREALIZED   UNREALIZED     FAIR
                                               COST        GAINS        LOSSES       VALUE
                                                            (In thousands)
<S>                                          <C>         <C>          <C>          <C>
HELD TO MATURITY:
  Federal Home Loan Mortgage Corporation
    Participation certificates               $   2,240   $        -   $      (48)  $   2,192
  Government National Mortgage Association
    Participation certificates                     240            7           (1)        246
  Federal National Mortgage Association
    Participation certificates                   2,953            2          (35)      2,920
    Collateralized mortgage obligations            140            -           (1)        139
  Residential Funding Corporation
    Collateralized mortgage obligations            188            -            -         188
                                             ---------   ----------   ----------   ---------
      Total mortgage-backed securities
        held to maturity                         5,761            9          (85)      5,685

AVAILABLE FOR SALE:
  Government National Mortgage Association
    Participation certificates                     193            4            -         197
                                             ---------   ----------   ----------   ---------

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

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

<TABLE>
<CAPTION>
                                              SEPTEMBER 30,
                                             2003       2002
                                             (In thousands)
<S>                                        <C>        <C>
Due within three years                     $     33   $     45
Due after three years through five years          -          5
Due after five years through ten years           48         74
Due after ten years through twenty years      3,289      3,244
Due after twenty years                        2,980      2,586
                                           --------   --------

                                           $  6,350   $  5,954
                                           ========   ========
</TABLE>

      Mortgage-backed securities with a carrying value of $693,000 were pledged
      to secure public deposits at September 30, 2003.

      Proceeds from sales of mortgage-backed securities totaled $1.9 million in
      fiscal 2002, resulting in a gross realized gain of $10,000. There were no
      sales of mortgage-backed securities in either fiscal 2003 or fiscal 2001.

                                       47
<PAGE>

                          WINTON FINANCIAL CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE C - LOANS RECEIVABLE

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

<TABLE>
<CAPTION>
                                              2003       2002
                                              (In thousands)
<S>                                         <C>        <C>
Residential real estate
  One- to four-family                       $283,998   $219,996
  Multi-family                                76,552     80,523
  Construction                                30,002     25,365
Nonresidential real estate and land           97,015    100,798
Nonresidential construction                    3,644      6,581
Consumer and other                            10,096     12,179
                                            --------   --------
                                             501,307    445,442
Less:
  Undisbursed portion of loans in process     17,134     14,616
  Deferred loan origination fees                 544        609
  Allowance for loan losses                    2,265      1,850
                                            --------   --------

                                            $481,364   $428,367
                                            ========   ========
</TABLE>

      The Company's lending efforts have historically focused on one- to
      four-family residential and multi-family residential real estate loans,
      which comprise approximately $373.4 million, or 78%, and $311.3 million,
      or 73%, of the total loan portfolio at September 30, 2003 and 2002,
      respectively. Generally, such loans have been underwritten on the basis of
      no more than an 80% loan-to-value ratio, which has historically provided
      the Company with adequate collateral coverage in the event of default.
      Nevertheless, the Company, as with any lending institution, is subject to
      the risk that residential real estate values could deteriorate in its
      primary lending area of southwestern Ohio, thereby impairing collateral
      values. However, management is of the belief that residential real estate
      values in the Company's primary lending area are presently stable.

      As discussed previously, the Company has sold whole loans and
      participating interests in loans in the secondary market, periodically
      retaining servicing on the loans sold. Loans sold and serviced for others
      totaled approximately $87.7 million and $123.0 million at September 30,
      2003 and 2002, respectively. At September 30, 2003, loans sold with
      recourse totaled $56.3 million, of which $54.6 million have a remaining
      recourse term of less than one year.

                                       48
<PAGE>

                          WINTON FINANCIAL CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE D - ALLOWANCE FOR LOAN LOSSES

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

<TABLE>
<CAPTION>
                                  2003       2002       2001
                                      (In thousands)
<S>                             <C>        <C>        <C>
Beginning balance               $  1,850   $  1,194   $  1,000
Provision for losses on loans        605      1,260        300
Charge-off of loans                 (242)      (670)      (124)
Recoveries of loan losses             52         66         18
                                --------   --------   --------

Ending balance                  $  2,265   $  1,850   $  1,194
                                ========   ========   ========
</TABLE>

      At September 30, 2003, the Company's allowance for loan losses was solely
      general in nature, which is includible as a component of regulatory
      risk-based capital.

      Nonperforming loans at September 30, 2003, 2002 and 2001, totaled $3.8
      million, $3.4 million and $2.7 million, respectively. Interest income that
      would have been recognized had nonperforming loans performed pursuant to
      contractual terms totaled approximately $146,000, $49,000 and $196,000 for
      the fiscal years ended September 30, 2003, 2002 and 2001, respectively.

NOTE E - OFFICE PREMISES AND EQUIPMENT

      Office premises and equipment is comprised of the following at September
      30:

<TABLE>
<CAPTION>
                                        2003       2002
                                        (In thousands)
<S>                                   <C>        <C>
Land                                  $    706   $    597
Office buildings and improvements        5,028      3,107
Furniture, fixtures and equipment        4,818      4,094
Construction in process                    174        466
                                      --------   --------
                                        10,726      8,264
  Less accumulated depreciation and
    amortization                         4,595      4,693
                                      --------   --------

                                      $  6,131   $  3,571
                                      ========   ========
</TABLE>

      During fiscal 2002, the Company began construction and remodeling projects
      for two office locations. The Company completed these projects in fiscal
      2003 at a total cost of $1.7 million. During fiscal 2003, the Company
      began a remodeling project in order to relocate an existing branch to a
      more strategic location. The Company's commitment for future capital
      expenditures is approximately $476,000 and the new facility will open in
      fiscal 2004.

                                       49
<PAGE>

                          WINTON FINANCIAL CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE E - OFFICE PREMISES AND EQUIPMENT (continued)

      The Company leases certain of its office locations and automobiles under
      operating lease agreements. At September 30, 2003, the Company's
      outstanding future lease obligations were as follows:

<TABLE>
<CAPTION>
     YEAR ENDED
    SEPTEMBER 30,                (In thousands)
<S>                              <C>
      2004                          $  320
      2005                             240
      2006                             210
      2007                             176
2008 and thereafter                     93
                                    ------
                                    $1,039
                                    ======
</TABLE>

      The Company recognized operating lease expense totaling $309,000, $177,000
      and $200,000 for the fiscal years ended September 30, 2003, 2002 and 2001,
      respectively.

NOTE F - DEPOSITS


<TABLE>
<CAPTION>
Deposits consist of the following major                       2003            2002
classifications at September 30:                                 (In thousands)
<S>                                                         <C>              <C>
Deposit type and weighted-average interest rate

Checking accounts
  2003 - 0.56%                                              $ 38,375
  2002 - 0.66%                                                               $ 34,299
Passbook and Club accounts
  2003 - 1.26%                                                75,583
  2002 - 1.63%                                                                 67,391
                                                            --------         --------

       Total checking, passbook and club deposits            113,958          101,690

Certificates of deposit
  Original maturities of:
    12 months or less
      2003 - 1.89%                                            28,463
      2002 - 2.77%                                                             29,927
    More than 12 months through 36 months
      2003 - 2.91%                                           142,871
      2002 - 4.08%                                                            137,574
    More than 36 months
      2003 - 5.01%                                            31,087
      2002 - 5.81%                                                             27,279
  Individual Retirement and Keogh
    2003 - 3.47%                                              37,917
    2002 - 4.41%                                                               36,525
                                                            --------         --------

     Total certificates of deposit                           240,338          231,305
                                                            --------         --------

     Total deposit accounts                                 $354,296         $332,995
                                                            ========         ========
</TABLE>

                                       50

<PAGE>

                          WINTON FINANCIAL CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE F - DEPOSITS (continued)

      The Company had certificate of deposit accounts with balances equal to or
      in excess of $100,000 totaling $74.9 million and $65.1 million at
      September 30, 2003 and 2002, respectively.

      Interest expense on deposits for the fiscal years ended September 30 is
      summarized as follows:

<TABLE>
<CAPTION>
                                                        2003           2002           2001
                                                                   (In thousands)
<S>                                                   <C>            <C>            <C>
Passbook and money market deposit accounts            $  985         $ 1,332        $ 1,819
NOW accounts                                             195             193            240
Certificates of deposit                                8,325          10,819         14,362
                                                      ------         -------        -------

                                                      $9,505         $12,344        $16,421
                                                      ======         =======        =======
</TABLE>

      Maturities of outstanding certificates of deposit at September 30 are
      summarized as follows:

<TABLE>
<CAPTION>
                                          2003           2002
                                            (In thousands)
<S>                                    <C>            <C>
Less than one year                     $113,907       $159,550
One year to three years                 107,373         53,927
More than three years                    19,058         17,828
                                       --------       --------

                                       $240,338       $231,305
                                       ========       ========
</TABLE>

NOTE G - ADVANCES FROM THE FEDERAL HOME LOAN BANK

      Advances from the Federal Home Loan Bank, collateralized at September 30,
      2003, by pledges of certain residential mortgage loans totaling $184.4
      million and the Company's investment in Federal Home Loan Bank stock, are
      summarized as follows:

<TABLE>
<CAPTION>
                         MATURING FISCAL               2003                2002
INTEREST RATE            YEAR ENDING IN                  (Dollars in thousands)
<S>                      <C>                         <C>                 <C>
1.27% - 6.71%                 2003                   $      -            $ 27,750
2.65% - 6.90%                 2004                     38,021              28,083
2.75% - 6.92%                 2005                     33,000              31,000
6.20% - 6.92%                 2006                     13,000               6,000
3.33% - 6.97%                 2007                     16,000               4,000
2.50% - 5.87%              Thereafter                  36,591              27,594
                                                     --------            --------

                                                     $136,612            $124,427
                                                     ========            ========

Weighted-average interest rate                           4.93%               5.57%
                                                     ========            ========
</TABLE>

                                       51

<PAGE>

                          WINTON FINANCIAL CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE H - OTHER BORROWED MONEY

      Winton Financial has a $6.0 million line of credit with another financial
      institution, with interest payable at prime less 50 basis points. At
      September 30, 2003 and 2002, the Corporation had $2.0 million outstanding
      at an interest rate of 3.50% and 4.25%, respectively. This line of credit
      expires in the first quarter of fiscal 2006. The loan is secured by
      162,420, or 40.0%, of Winton Financial's outstanding shares of Winton
      Savings.

NOTE I - FEDERAL INCOME TAXES

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

<TABLE>
<CAPTION>
                                                        2003        2002        2001
                                                           (Dollars in thousands)
<S>                                                    <C>         <C>         <C>
Federal income taxes computed at statutory rate        $ 2,888     $ 2,566     $ 1,969
Increase (decrease) in taxes resulting from:
  Interest income on municipal loans and obligations
    of state and political subdivisions                    (62)          -           -
  Nondeductible expenses                                     9          12          13
  Nontaxable dividend income                                (4)         (4)         (6)
  Low income housing investment tax credits                (42)        (42)        (42)
  Other                                                      -          (9)          3
                                                       -------     -------     -------
Federal income tax provision per consolidated
  financial statements                                 $ 2,789     $ 2,523     $ 1,937
                                                       =======     =======     =======

Effective tax rate                                        32.8%       33.4%       33.4%
                                                       =======     =======     =======
</TABLE>

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

<TABLE>
<CAPTION>
                                                                        2003      2002
                                                                        (In thousands)
<S>                                                                   <C>        <C>
Taxes (payable) refundable on temporary
differences at statutory rate:

Deferred tax assets:
  General loan loss allowance                                         $   770    $   629
  Reserve for uncollected interest                                         54         17
  Amortization of intangible assets                                        58         25
  Loans held for sale                                                      48          -
  Other                                                                     -         17
                                                                      -------    -------
     Total deferred tax assets                                            930        688

Deferred tax liabilities:
  Federal Home Loan Bank stock dividends                               (1,327)    (1,216)
  Difference between book and tax depreciation                           (153)      (131)
  Percentage of earnings bad debt deduction                               (48)      (106)
  Unrealized gains on securities designated as available for sale        (130)      (175)
  Deferred loan origination costs                                        (552)      (478)
  Mortgage servicing rights                                              (177)      (246)
  Deferred gain on sale of real estate acquired through foreclosure       (18)         -
  Other                                                                    (4)        (3)
                                                                      -------    -------
     Total deferred tax liabilities                                    (2,409)    (2,355)
                                                                      -------    -------

     Net deferred tax liability                                       $(1,479)   $(1,667)
                                                                      =======    =======
</TABLE>

                                       52

<PAGE>

                          WINTON FINANCIAL CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE I - FEDERAL INCOME TAXES (continued)

      Prior to fiscal 1997, the Company was allowed a special bad debt deduction
      generally limited to 8% of otherwise taxable income, subject to certain
      limitations based on aggregate loans and savings account balances at the
      end of the year. If the amounts that qualified as deductions for federal
      income taxes are later used for purposes other than for bad debt losses,
      including distributions in liquidation, such distributions will be subject
      to federal income taxes at the then current corporate income tax rate.
      This percentage of earnings bad debt deduction had accumulated to
      approximately $1.8 million as of September 30, 2003. The amount of the
      unrecognized deferred tax liability relating to the cumulative bad debt
      deduction was approximately $500,000 at September 30, 2003.

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

NOTE J - LOAN COMMITMENTS

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

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

      At September 30, 2003, the Company had total outstanding commitments of
      approximately $42.2 million to originate residential one- to four-family
      and multi-family real estate loans, of which $4.6 million were comprised
      of adjustable-rate loans at rates ranging from 3.625% to 6.875%, and $37.6
      million were comprised of fixed-rate loans at rates ranging from 3.50% to
      8.375%. The Company also had total outstanding commitments of
      approximately $5.4 million to originate nonresidential real estate and
      land loans, of which $2.3 million were comprised of fixed-rate loans
      ranging from 3.50% to 7.25%, and $3.1 million were comprised of adjustable
      rate loans at rates ranging from 4.00% to 6.75%. Additionally, the Company
      had unused lines of credit related to home equity loans and commercial
      loans totaling $23.9 million and $4.9 million, respectively. In the
      opinion of management, all loan commitments equaled or exceeded prevalent
      market interest rates as of September 30, 2003, and such commitments have
      been underwritten on the same basis as that of the existing loan
      portfolio. Management believes that all loan commitments are able to be
      funded through cash flow from operations. Fees received in connection with
      these commitments have not been recognized in earnings.

      The Company has an outstanding commitment to sell $13.7 million of loans
      in the secondary market at September 30, 2003.

                                       53

<PAGE>

                          WINTON FINANCIAL CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE K - REGULATORY CAPITAL

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

      The minimum capital standards of the OTS generally require the maintenance
      of regulatory capital sufficient to meet each of three tests, hereinafter
      described as the tangible capital requirement, the core capital
      requirement and the risk-based capital requirement. The tangible capital
      requirement provides for minimum tangible capital (defined as
      shareholders' equity less all intangible assets) equal to 1.5% of adjusted
      total assets. The core capital requirement provides for minimum core
      capital (tangible capital plus certain forms of supervisory goodwill and
      other qualifying intangible assets) equal to 4.0% of adjusted total
      assets. The risk-based capital requirement currently provides for the
      maintenance of core capital plus general loan loss allowances equal to
      8.0% of risk-weighted assets as of September 30, 2003. In computing
      risk-weighted assets, Winton Savings multiplies the value of each asset on
      its statement of financial condition by a defined risk-weighted factor,
      e.g., one- to four-family residential loans carry a risk-weighted factor
      of 50%.

      During fiscal 2003, the Company was notified by the OTS that it was
      categorized as "well-capitalized" under the regulatory framework for
      prompt corrective action. To be categorized as "well-capitalized," the
      Company must maintain minimum capital ratios as set forth in the following
      tables.

      As of September 30, 2003 and 2002, management believes that the Company
      met all capital adequacy requirements to which it was subject.

<TABLE>
<CAPTION>
                                               AS OF SEPTEMBER 30, 2003

                                                                                 REQUIRED
                                                                               TO BE "WELL-
                                                 REQUIRED                   CAPITALIZED" UNDER
                                                FOR CAPITAL                 PROMPT CORRECTIVE
                          ACTUAL             ADEQUACY PURPOSES              ACTION PROVISIONS
                     ---------------       ---------------------          ---------------------
                      AMOUNT  RATIO      AMOUNT            RATIO          AMOUNT          RATIO
                                                          (Dollars in thousands)
<S>                  <C>      <C>      <C>               <C>          <C>              <C>
Tangible capital     $45,007   8.3%    > or = $  8,149   > or = 1.5%  > or = $27,163   > or =  5.0%

Core capital         $45,007   8.3%    > or = $ 21,730   > or = 4.0%  > or = $32,596   > or =  6.0%

Risk-based capital   $47,272  11.8%    > or = $ 32,060   > or = 8.0%  > or = $40,075   > or = 10.0%
</TABLE>

                                       54
<PAGE>

                          WINTON FINANCIAL CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE K - REGULATORY CAPITAL (continued)

<TABLE>
<CAPTION>
                                                 AS OF SEPTEMBER 30, 2002

                                                                                   REQUIRED
                                                                                 TO BE "WELL-
                                                   REQUIRED                   CAPITALIZED" UNDER
                                                 FOR CAPITAL                   PROMPT CORRECTIVE
                          ACTUAL              ADEQUACY PURPOSES                ACTION PROVISIONS
                    ------------------   ----------------------------    ------------------------------
                     AMOUNT      RATIO      AMOUNT           RATIO           AMOUNT          RATIO
                                                  (Dollars in thousands)
<S>                 <C>          <C>     <C>               <C>           <C>               <C>
Tangible capital    $41,057       8.1%   > or = $ 7,569    > or = 1.5%   > or = $25,230    > or =  5.0%

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

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

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

                                       55

<PAGE>

                          WINTON FINANCIAL CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE L - CONDENSED FINANCIAL STATEMENTS OF WINTON FINANCIAL
  CORPORATION

      The following condensed financial statements summarize the financial
      position of the Corporation as of September 30, 2003 and 2002, and the
      results of its operations and its cash flows for each of the years ended
      September 30, 2003, 2002 and 2001.

                          WINTON FINANCIAL CORPORATION
                        STATEMENTS OF FINANCIAL CONDITION
                                  September 30,

<TABLE>
<CAPTION>
                                                          2003        2002
                                                           (In thousands)
<S>                                                     <C>         <C>
          ASSETS

Cash                                                    $    667    $    445
Investment in The Winton Savings and Loan Co.             45,147      41,396
Corporate equity securities - at fair value                  606         559
Prepaid expenses and other assets                             19          13
Prepaid federal income taxes                                 390         135
                                                        --------    --------

          Total assets                                  $ 46,829    $ 42,548
                                                        ========    ========

          LIABILITIES AND SHAREHOLDERS' EQUITY

Note payable                                            $  2,000    $  2,000
Accrued expenses and other liabilities                       472         413
Deferred federal income taxes                                135         119
                                                        --------    --------
          Total liabilities                                2,607       2,532

Shareholders' equity
  Additional paid-in capital                              11,285      10,321
  Retained earnings                                       33,213      29,360
  Treasury stock - 40,300 and 500 shares respectively
    at September 30, 2003 and 2002 - at cost                (529)         (5)
  Unrealized gains on securities designated as
    available for sale, net of related tax effects           253         340
                                                        --------    --------

          Total shareholders' equity                      44,222      40,016
                                                        --------    --------

          Total liabilities and shareholders' equity    $ 46,829    $ 42,548
                                                        ========    ========
</TABLE>

                                       56

<PAGE>

                          WINTON FINANCIAL CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

                          WINTON FINANCIAL CORPORATION
                             STATEMENTS OF EARNINGS
                            Year ended September 30,

<TABLE>
<CAPTION>
                                                    2003     2002     2001
                                                        (In thousands)
<S>                                                <C>      <C>      <C>
Revenue
  Interest and dividends on investments            $   16   $   16   $   25
  Gain on sale of investment securities                 -      105      109
  Dividends received from subsidiary                2,000    1,425    1,678
  Equity in undistributed earnings of subsidiary    3,870    3,646    2,279
                                                   ------   ------   ------
                                                    5,886    5,192    4,091
Expenses
  General and administrative                          180      169      236
                                                   ------   ------   ------

       Net earnings                                $5,706   $5,023   $3,855
                                                   ======   ======   ======
</TABLE>

                          WINTON FINANCIAL CORPORATION

                            STATEMENTS OF CASH FLOWS
                            Year ended September 30,

<TABLE>
<CAPTION>
                                                                 2003       2002       2001
                                                                       (In thousands)
<S>                                                             <C>        <C>        <C>
 Cash flows provided by (used in) operating activities:
   Net earnings for the year                                    $ 5,706    $ 5,023    $ 3,855
  Adjustments to reconcile net earnings to net cash
  provided by (used in) operating activities:
    Undistributed earnings of consolidated subsidiary            (3,870)    (3,646)    (2,279)
    Gain on sale of investment securities                             -       (105)      (109)
    Increases (decreases) in cash due to changes in:
      Prepaid expenses and other assets                              (6)        (4)         6
      Prepaid federal income taxes                                 (255)       (43)       (21)
      Other                                                          60         47          8
                                                                -------    -------    -------
          Net cash provided by operating activities               1,635      1,272      1,460

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

Cash flows provided by (used in) financing activities:
 Payment of dividends on common stock                            (1,853)    (1,648)    (1,463)
 Purchase of treasury shares                                       (524)        (5)         -
 Proceeds from exercise of stock options                            964        179        170
                                                                -------    -------    -------
          Net cash used in financing activities                  (1,413)    (1,474)    (1,293)
                                                                -------    -------    -------

Net increase (decrease) in cash and cash equivalents                222        (77)       150
</TABLE>

                                       57

<PAGE>

<TABLE>
<S>                                                             <C>        <C>        <C>
Cash and cash equivalents at beginning of year                      445        522        372
                                                                -------    -------    -------

Cash and cash equivalents at end of year                        $   667    $   445    $   522
                                                                =======    =======    =======
</TABLE>

                                       58

<PAGE>

                          WINTON FINANCIAL CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

      Winton Savings is subject to regulations imposed by the OTS regarding the
      amount of capital distributions payable by the Company to the Corporation.
      Generally, Winton Savings' payment of dividends is limited, without prior
      OTS approval, to net earnings for the current calendar year plus the two
      preceding calendar years, less capital distributions paid over the
      comparable time period. Insured institutions are required to file an
      application with the OTS for capital distributions in excess of this
      limitation. During November 2003, Winton Savings applied for, and
      anticipates to receive, OTS approval to make up to $2.9 million in capital
      distributions during fiscal 2004.

NOTE M - QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

      The following table summarizes the Corporation's quarterly results for the
      fiscal years ended September 30, 2003 and 2002. Certain amounts, as
      previously reported, have been reclassified to conform to the 2003
      presentation.

<TABLE>
<CAPTION>
                                                                  THREE MONTHS ENDED
                                             SEPTEMBER 30,     JUNE 30,        MARCH 31,     DECEMBER 31,
                                                        (In thousands, except per share data)
<S>                                          <C>             <C>             <C>             <C>
2003:

Total interest income                        $      7,701    $      7,786    $      7,933    $      8,224
Total interest expense                              3,905           3,995           4,113           4,383
                                             ------------    ------------    ------------    ------------

Net interest income                                 3,796           3,791           3,820           3,841
Provision for losses on loans                         150             150             150             155
Other income                                          729           1,223             982           1,481
General, administrative and other expense           2,936           2,676           2,491           2,460
                                             ------------    ------------    ------------    ------------

Earnings before income taxes                        1,439           2,188           2,161           2,707
Federal income taxes                                  451             719             714             905
                                             ------------    ------------    ------------    ------------

Net earnings                                 $        988    $      1,469    $      1,447    $      1,802
                                             ============    ============    ============    ============

Earnings per share
  Basic                                      $        .22    $        .33    $        .32    $        .40
                                             ============    ============    ============    ============

  Diluted                                    $        .21    $        .32    $        .31    $        .39
                                             ============    ============    ============    ============
</TABLE>

                                       59
<PAGE>

                          WINTON FINANCIAL CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

<TABLE>
<CAPTION>
                                                                    THREE MONTHS ENDED
                                                 SEPTEMBER 30,   JUNE 30,      MARCH 31,   DECEMBER 31,
2002:                                                     (In thousands, except per share data)
<S>                                              <C>             <C>           <C>         <C>
Total interest income                              $  8,303      $  8,659      $  8,413      $  8,570
Total interest expense                                4,612         4,763         4,796         5,262
                                                   --------      --------      --------      --------
Net interest income                                   3,691         3,896         3,617         3,308
Provision for losses on loans                           548            75           172           465
Other income                                          1,048           508           705         1,218
General, administrative and other expense             2,451         2,261         2,333         2,140
                                                   --------      --------      --------      --------
Earnings before income taxes                          1,740         2,068         1,817         1,921
Federal income taxes                                    549           703           618           653
                                                   --------      --------      --------      --------
Net earnings                                       $  1,191      $  1,365      $  1,199      $  1,268
                                                   ========      ========      ========      ========
Earnings per share
  Basic                                            $    .27      $    .30      $    .27      $    .29
                                                   ========      ========      ========      ========
  Diluted                                          $    .26      $    .30      $    .26      $    .28
                                                   ========      ========      ========      ========
</TABLE>

NOTE N - SUBSEQUENT EVENT AND RELATED PARTY TRANSACTION

      In October 2003, the Corporation entered into a stock purchase and
      redemption agreement with the estate of William J. Parchman, former
      chairman of Winton Financial Corporation, to purchase as treasury shares
      77,330 shares of Winton Financial common stock. The transaction was
      consummated on October 31, 2003 at a total cost of $1.0 million.

                                       60
<PAGE>

                          WINTON FINANCIAL CORPORATION

                         INVESTOR RELATIONS INFORMATION

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

                                 Provident Bank
                            Custody & Corporate Trust
                                 309 Vine Street
                                      654D
                             Cincinnati, Ohio 45202

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

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

ANNUAL MEETING. The Annual Meeting of Shareholders of Winton Financial will be
held on January 30, 2004, at 10:00 a.m. Eastern Standard Time, at Manor House
Banquet and Conference Center, 7440 Mason-Montgomery Road, Cincinnati, Ohio,
45040.

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

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

Visit us at www.wintonsavings.com, investor relations.

                                       61
<PAGE>

                          WINTON FINANCIAL CORPORATION

                                    OFFICERS

<TABLE>
<CAPTION>
WINTON FINANCIAL CORPORATION               THE WINTON SAVINGS AND LOAN CO.
<S>                                        <C>
Robert L. Bollin                           Robert L. Bollin
President                                  President

Gregory J. Bollin                          Gregory J. Bollin
Vice President                             Executive Vice President

Mary Ellen Lovett                          Mary Ellen Lovett
Vice President                             Senior Vice President/Savings

Jill M. Burke                              Jill M. Burke
Chief Financial Officer                    Chief Financial Officer

Gregory P. Niesen                          Gregory P. Niesen
Secretary/Treasurer                        Secretary/Treasurer
</TABLE>