AMENDMENT NO. 1
                                     TO THE
                            WINTON SAVINGS & LOAN CO.
                          EMPLOYEE STOCK OWNERSHIP PLAN

          WHEREAS,  Winton  Savings  & Loan  Co.  ("Employer")  has  adopted  an
          Employee Stock Ownership Plan ("Plan"); and

          WHEREAS,  the Plan  provides that the Employer may amend the Plan from
          time to time; and\

          WHEREAS, the Employer desires to amend the plan in certain respects;

          NOW, THEREFORE, the Plan is amended as follows:

          1.  Section  2.03 shall be amended by deleting it in its  entirety and
          substituting the following therefor:

         "2.03.      Limitations on Annual Additions

               ANNUAL ADDITIONS to each PARTICIPANT'S  ACCOUNTS shall not exceed
          the lesser of (a) $30,000 (or if greater, 1/4th of the defined benefit
          dollar  limitation  in effect  under CODE  Section  415(b)(1)  for the
          LIMITATION YEAR); or (b) 25% of the PARTICIPANT'S compensation for the
          LIMITATION  YEAR.  For any PLAN YEAR in which the  conditions  of CODE
          Section 415(c)(6) are satisfied by the PLAN, the limitations contained
          in this Section 2.03 shall be adjusted to the maximum amount permitted
          under such  section of the CODE.  For  purposes of this  section,  the
          portion of such EMPLOYER  contribution which is deemed to be allocated
          to a  PARTICIPANT'S  ACCOUNT  shall be an amount  which bears the same
          ratio to the total  contribution  made by or on behalf of the EMPLOYER
          for such PLAN  YEAR  which is used to repay  principal  on one or more
          PLAN loans, or to purchase  EMPLOYER SHARES, as the number of EMPLOYER
          SHARES allocated to such PARTICIPANT'S ACCOUNT on the anniversary date
          of such  PLAN  YEAR  bears to the  total  number  of  EMPLOYER  SHARES
          allocated to the ACCOUNTS of all  PARTICIPANTS on the anniversary date
          of such PLAN YEAR.  Notwithstanding  the  provisions of Section 24.01,
          the term 'ANNUAL  ADDITIONS' shall not include any amounts credited to
          the PARTICIPANT'S ACCOUNT (a) due to EMPLOYER  contributions  relating
          to  interest  payments  on a  PLAN  loan;  or  (b)  attributable  to a
          FORFEITURE  of EMPLOYER  SHARES  acquired  with the proceeds of a PLAN
          loan.


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               For  purposes of this  Section  2.03,  'compensation'  shall mean
          compensation as defined in Treasury  Regulation Section 1.415-2(d) and
          shall  include  wages,  salaries,   fees  for  professional  services,
          percentage of profits,  earned  income in the case of a  self-employed
          PARTICIPANT,  disability  payments under CODE Section 105(d),  paid or
          reimbursed  moving  expenses  to  the  extent  not  deductible  by the
          PARTICIPANT,   medical   reimbursement   items  and  the  value  of  a
          non-qualified  stock option to the extent  includable in an EMPLOYEE'S
          gross  income  upon  making the  election  under CODE  Section  83(b).
          Specifically excluded are salary deferral contributions; contributions
          to the distributions from most deferred  compensation  plans;  amounts
          realized  from the sale of a  non-qualified  stock option plan or from
          the sale,  exchange or other  disposition  of stock  acquired  under a
          qualified stock option plan and most amounts which receive special tax
          benefits."

          2.   Section 12.02 shall be amended by deleting it in its entirety and
               substituting the following therefor:

          "12.02. Timing of Payments

               (a) Unless the PARTICIPANT or BENEFICIARY  elects otherwise,  the
          payment of retirement,  death and  disability  benefits shall begin no
          later  than 60 days  after the latest of the close of the PLAN YEAR in
          which (i) the  PARTICIPANT  attains his NORMAL  RETIREMENT  AGE;  (ii)
          occurs  the tenth  anniversary  of the year in which  the  PARTICIPANT
          commenced   participation  in  the  PLAN;  or  (iii)  the  PARTICIPANT
          terminates service with the EMPLOYER.

               (b) Any termination  benefits not paid in accordance with Section
          12.05 shall be deferred,  unless otherwise elected by the PARTICIPANT,
          until the 60th day after the beginning of the PLAN YEAR  following the
          earlier of (i) the  PARTICIPANT'S  NORMAL  RETIREMENT AGE; or (ii) the
          fifth anniversary of the date on which the PARTICIPANT  terminated his
          employment with the EMPLOYER.

               Notwithstanding  any  other  provisions  in  this  PLAN,  benefit
          payments  shall  commence under this PLAN by the April 1 following the
          end of the calendar year in which the PARTICIPANT  attains age 70 1/2.
          For purposes of this PLAN,  benefits are  considered to have commenced
          as of the first day on which all events have  occurred  which  entitle
          the PARTICIPANT to such benefit."

          3.   Section  12.05  shall  be  amended  by  deleting  the  first  two
               paragraphs thereof and substituting the following therefor: 

               "If a  PARTICIPANT  terminates  service  and  the  value  of  his
          nonforfeitable  ACCOUNT never exceeded $3,500,  the PARTICIPANT  shall
          receive  a  distribution  of the  value of the  entire  nonforfeitable
          portion of such ACCOUNT on the first day of the month  coincident with
          or  following  the date on which he has  incurred a ONE-YEAR  BREAK IN
          SERVICE;  and the  remainder  of such  ACCOUNT  will be  treated  as a
          FORFEITURE.

               If  a  PARTICIPANT  terminates  service  and  the  value  of  his
          nonforfeitable  ACCOUNT ever exceeded  $3,500 and he elects to receive
          the  value  of his  nonforfeitable  ACCOUNT,  he  shall  receive  such
          nonforfeitable  ACCOUNT on the first day of the month  coincident with
          or  following  the date on which he has  incurred a ONE-YEAR  BREAK IN
          SERVICE;  and the  remainder  of such  ACCOUNT  will be  treated  as a
          FORFEITURE."

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          4.   Section 12 shall be amended  by adding a new  paragraph  12.07 to
               the end thereof:

          "12.07. Right of First Refusal

               (a) During  any  period  when  EMPLOYER  SHARES are not  publicly
          traded,  all  distributions  of  such  SHARES  from  ACCOUNTS  to  any
          PARTICIPANT  or his  BENEFICIARY  by the PLAN  shall be  subject  to a
          'right of first refusal' upon the terms and conditions hereinafter set
          forth.  The 'right of first  refusal'  shall provide that prior to any
          transfer (as determined by the PLAN  ADMINISTRATOR) of the SHARES, the
          PARTICIPANT or BENEFICIARY must first offer to sell such SHARES to the
          PLAN;  and if the PLAN  refuses to exercise  its right to purchase the
          SHARES,  then the  EMPLOYER  shall have a 'right of first  refusal' to
          purchase  such  SHARES.  Neither  the PLAN nor the  EMPLOYER  shall be
          required to exercise the 'right of first refusal'.  This Section 12.07
          shall not be operative  unless and until the Board of Directors of the
          EMPLOYER so directs.

               (b) The  terms and  conditions  of the  'right of first  refusal'
          shall be determined as follows:

                    (i) If the  PARTICIPANT or BENEFICIARY  receives a bona fide
               offer for the purchase of all or any part of his EMPLOYER  SHARES
               from  a  third  party,  the  PARTICIPANT  or  BENEFICIARY   shall
               forthwith deliver (by registered mail, return receipt  requested)
               a copy of any such offer to the PLAN  ADMINISTRATOR.  The TRUSTEE
               (as directed by the PLAN  ADMINISTRATOR) or the EMPLOYER,  as the
               case may be,  shall then have 14 days  after  receipt by the PLAN
               ADMINISTRATOR  of the  written  offer to  exercise  the  right to
               purchase all or any portion of the SHARES.

                    (ii) The  selling  price and other terms under the 'right of
               first refusal' must not be less  favorable to the  PARTICIPANT or
               BENEFICIARY  than the purchase price and other terms offered by a
               buyer other than the  EMPLOYER  or the PLAN,  making a good faith
               offer to purchase the security."


 
















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     IN WITNESS WHEREOF, the undersigned has executed the amendment effective as
of June 8, 1988.

                                                    WINTON SAVINGS & LOAN CO.


                                                    By /s/ James W. Brigger 

                                                    Title: Vice President 

Date:  6/27/90                      





























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