SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the  Registrant[X]  
Filed by a Party other than the Registrant[ ] 
Check the appropriate box:

[X]  Preliminary Proxy Statement
[ ]  Confidential,  for Use of the  Commission  Only  (as  permitted  by Rule
     14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive  Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12

                          WINTON FINANCIAL CORPORATION
                (Name of Registrant as Specified In Its Charter)

    -------------------------------------------------------------------------
     (Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X]    No fee required.
[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and O-11.

          1)   Title of each class of securities to which  transaction  applies:
               ---------------------------------------------------------------

          2)   Aggregate  number of  securities  to which  transaction  applies:
               ---------------------------------------------------------------

          3)   Per unit price or other underlying value of transaction  computed
               pursuant to Exchange Act Rule O-11 (Set forth the amount on which
               the filing fee is  calculated  and state how it was  determined):
               ---------------------------------------------------------------

          4)   Proposed maximum aggregate value of transaction:
               ---------------------------------------------------------------

          5)   Total fee paid:
               ---------------------------------------------------------------

[  ]  Fee paid previously with preliminary materials.

[  ] Check box if any part of the fee is offset as provided by Exchange Act Rule
O-11(a)(2)  and  identify  the  filing  for  which the  offsetting  fee was paid
previously.  Identify the previous filing by registration  statement  number, or
the Form or Schedule and the date of its filing.

         1)       Amount Previously Paid:
                  --------------------------------------

         2)       Form, Schedule or Registration Statement No.:
                  --------------------------------------

         3)       Filing Party:
                  --------------------------------------

         4)       Date Filed:


<PAGE>


                          WINTON FINANCIAL CORPORATION
                                5511 Cheviot Road
                             Cincinnati, Ohio 45247
                                 (513) 385-3880

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

         Notice is hereby  given that the  Annual  Meeting  of  Shareholders  of
Winton  Financial   Corporation   ("WFC")  will  be  held  at  Shuller's  Wigwam
Restaurant,  6210 Hamilton Ave., Cincinnati, Ohio 45224, on January 29, 1999, at
10:00 a.m.,  Eastern  Standard  Time (the "Annual  Meeting"),  for the following
purposes,  all of which are more completely set forth in the accompanying  Proxy
Statement:


          To   reelect three directors of WFC for terms expiring in 2002;


          To   consider and vote upon a proposed  amendment to Article Fourth of
               the amended  Articles  of  Incorporation  of WFC to increase  the
               authorized   number  of  shares  from  7,000,000  to  20,000,000,
               18,000,000  of which  will be common  shares,  each  without  par
               value,  and  2,000,000  of which will be preferred  shares,  each
               without par value;


          To   consider  and vote upon the  Winton  Financial  Corporation  1999
               Stock  Option and  Incentive  Plan,  a copy of which is  attached
               hereto as Exhibit A;


          To   consider and vote upon the ratification of the selection of Grant
               Thornton LLP as the auditors of WFC for the current  fiscal year;
               and


          To   transact  such other  business  as may  properly  come before the
               Annual Meeting or any adjournments thereof.

         Only shareholders of WFC of record at the close of business on December
11,  1998,  will be  entitled  to  receive  notice of and to vote at the  Annual
Meeting and at any adjournments thereof.

         Whether or not you expect to attend the Annual Meeting,  we urge you to
consider  the  accompanying  Proxy  Statement  carefully  and to SIGN,  DATE AND
PROMPTLY  RETURN  THE  ENCLOSED  PROXY  SO THAT  YOUR  SHARES  MAY BE  VOTED  IN
ACCORDANCE  WITH YOUR WISHES AND THE  PRESENCE  OF A QUORUM MAY BE ASSURED.  The
giving of a Proxy does not affect  your right to vote in person in the event you
attend the Annual Meeting.

                                             By Order of the Board of Directors




Cincinnati, Ohio                             Robert L. Bollin
December 28, 1998                            President


<PAGE>


                          WINTON FINANCIAL CORPORATION
                                5511 Cheviot Road
                             Cincinnati, Ohio 45247
                                 (513) 385-3880


                                 PROXY STATEMENT


                                     PROXIES

         The  enclosed  Proxy is being  solicited  by the Board of  Directors of
Winton Financial  Corporation,  an Ohio corporation ("WFC"), for use at the 1999
Annual Meeting of Shareholders of WFC to be held at Shuller's Wigwam Restaurant,
6210 Hamilton Ave., Cincinnati,  Ohio 45224, on January 29, 1999, at 10:00 a.m.,
Eastern Standard Time, and at any adjournments  thereof (the "Annual  Meeting").
Without  affecting  any vote  previously  taken,  the Proxy may be  revoked by a
shareholder before exercise by executing a later-dated Proxy or by giving notice
of  revocation  to WFC in writing or in open  meeting.  Attendance at the Annual
Meeting will not, of itself, revoke a Proxy.

         Each properly  executed  Proxy received prior to the Annual Meeting and
not revoked  will be voted as  specified  thereon or, in the absence of specific
instructions to the contrary, will be voted:

          FOR the reelection of Messrs.  Robert E.  Hoeweler,  Timothy M. Mooney
          and J. Clay Stinnett as directors of WFC for terms expiring in 2002;

          FOR the  adoption  of an  amendment  to Article  Fourth of the amended
          Articles of Incorporation of WFC (the "Amended  Articles") to increase
          the  authorized   number  of  shares  from  7,000,000  to  20,000,000,
          18,000,000 of which will be common shares, each without par value, and
          2,000,000  of which will be preferred  shares,  each without par value
          (the "Amendment");

          FOR the approval of the Winton Financial Corporation 1999 Stock Option
          and Incentive Plan (the "1999 Stock Option Plan"),  a copy of which is
          attached hereto as Exhibit A; and

          FOR the  ratification  of the selection of Grant  Thornton LLP ("Grant
          Thornton") as the auditors of WFC for the current fiscal year.

         Proxies may be solicited by the directors, officers and other employees
of WFC and The Winton Savings and Loan Co., the  wholly-owned  subsidiary of WFC
("Winton"),  in person or by  telephone,  telegraph,  telecopy or mail.  WFC may
reimburse  brokerage  firms and other  custodians,  nominees and fiduciaries for
reasonable  expenses  incurred by them in sending proxy  materials to beneficial
owners. The cost of soliciting proxies will be borne by WFC.

         Only shareholders of record as of the close of business on December 11,
1998 (the "Voting Record Date"),  are eligible to vote at the Annual Meeting and
will be  entitled to cast one vote for each share of WFC (the  "Common  Shares")
owned.  WFC's records  disclose  that, as of the Voting Record Date,  there were
4,015,304 votes entitled to be cast at the Annual Meeting.

         This Proxy Statement is first being mailed to shareholders of WFC on or
about December 28, 1998.


<PAGE>


                                  VOTE REQUIRED

Election of Directors

         Under Ohio law and the Code of Regulations of WFC (the  "Regulations"),
the three  nominees  receiving  the greatest  number of votes will be elected as
directors.  Common  Shares as to which the  authority  to vote is  withheld  and
shares held by a nominee for a beneficial  owner that are  represented in person
or by proxy at the Annual Meeting, but not voted with respect to the election of
directors  ("Non-votes"),  are not counted  toward the  election of directors or
toward the individual  nominees specified in the enclosed Proxy. If the enclosed
Proxy is signed and dated by the shareholder,  but no vote is specified thereon,
the Common Shares held by such  shareholder  will be voted FOR the reelection of
the three nominees.

Adoption of Amendment, Approval of 1999 Stock Option Plan and Ratification of 
Selection of Auditors

         The  affirmative  vote of the  holders  of at least a  majority  of the
outstanding Common Shares, voting in person or by proxy, is necessary to approve
the  Amendment  and the 1999 Stock  Option Plan and to ratify the  selection  of
Grant Thornton as the auditors of WFC for the current fiscal year. The effect of
an abstention or a Non-vote is the same as a vote against the Amendment, against
the 1999 Stock Option Plan and against  ratification.  If the accompanying Proxy
is signed and dated by the shareholder,  but no vote is specified  thereon,  the
Common  Shares held by such  shareholder  will be voted FOR the  adoption of the
Amendment,  FOR  the  approval  of the  1999  Stock  Option  Plan  and  FOR  the
ratification of the selection of Grant Thornton as auditors.


              VOTING SECURITIES AND OWNERSHIP OF CERTAIN BENEFICIAL
                              OWNERS AND MANAGEMENT

         The following table sets forth certain  information with respect to the
only  persons  known to WFC to own  beneficially  more than five  percent of the
Common Shares as of December 1, 1998:
<TABLE>
<CAPTION>

                                         Amount and Nature              Percentage of Common
Name and Address                   of Beneficial Ownership (1)          Shares Outstanding (2)
----------------                   -----------------------              --------------------
<S>                                           <C>                               <C>
Star Bank, N.A., as Trustee                 321,992 (3)                        8.02%
P.O. Box 1118
Cincinnati, Ohio  45201

Daniel P. Randolph                          239,608 (4)                        5.97%
Suite 700
105 East Fourth Street
Cincinnati, Ohio 45202

Henry L. Schulhoff                          289,800 (5)                        7.13%
7 West Seventh Street
Cincinnati, Ohio  45202
</TABLE>

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

(1)  A person is the beneficial owner of Common Shares if such person,  directly
     or  indirectly,  has sole or shared  voting or  investment  power over such
     shares  directly or  indirectly  or has the right to acquire such voting or
     investment  power within 60 days. All Common Shares are owned directly with
     sole voting or investment  power,  unless otherwise  indicated by footnote.
     All stock options  granted  under the Winton  Financial  Corporation  Stock
     Option and  Incentive  Plan,  as  amended  (the "1988  Option  Plan"),  are
     currently exercisable.

(2)  For each person,  assumes a total of 4,015,304  Common Shares  outstanding,
     plus the number of Common  Shares such  person may acquire  pursuant to the
     1988 Option Plan, if any.

(Footnotes continue on next page)

                                       2
<PAGE>
(3)  The Common Shares are held by Star Bank,  N.A., as trustee under The Winton
     Financial  Corporation  Employee Stock  Ownership  Plan (the "ESOP").  Star
     Bank,  N.A., has investment power with respect to all of such common shares
     and voting power with respect to the unallocated common shares.

(4)  Based on a Schedule 13G filed with the Securities  and Exchange  Commission
     by Daniel P.  Randolph.  Includes  42,144  Common  Shares held by Daniel P.
     Randolph in an individual  retirement account;  178,164 Common Shares owned
     as  trustee  under a trust for the  benefit of R.  Irene  Randolph;  10,800
     Common  Shares owned as trustee  under a trust for the benefit of Ronald I.
     Oldiges;  and 8,500 Common  Shares  owned as trustee  under a trust for the
     benefit of Charles Randolph.

(5)  Includes  50,000  Common  Shares that may be acquired  upon the exercise of
     options;  17,600 Common Shares owned by Mr.  Schulhoff's spouse as to which
     Mr.  Schulhoff  disclaims  beneficial  ownership;  and 14,200 Common Shares
     owned by Schulhoff & Company, Inc., a corporation of which Mr. Schulhoff is
     a major shareholder.


         The following table sets forth certain  information with respect to the
number of Common  Shares  beneficially  owned by each director of WFC and by all
directors and executive officers of WFC as a group as of December 1, 1998:
<TABLE>
<CAPTION>

                                                   Amount and Nature of                 Percent of Common
Name and Address (1)                             Beneficial Ownership (2)             Shares Outstanding (3)
-----------------                                ---------------------                -------------------
<S>                                                     <C>                                    <C>
Robert J. Bollin                                         92,940 (4)                            2.29%
Robert L. Bollin                                        193,508 (5)                            4.73
Robert E. Hoeweler                                      181,200 (6)                            4.46
Thomas H. Humes                                          12,000 (7)                            0.30
Timothy M. Mooney                                        12,000 (8)                            0.30
William J. Parchman                                     181,835 (9)                            4.48
Henry L. Schulhoff                                      289,800 (10)                           7.13
J. Clay Stinnett                                         11,000 (11)                           0.27
All directors and executive officers
  of WFC as a group (12 persons)                      1,290,789 (12)                          29.15%
</TABLE>


(1)  Each of the persons listed in this table may be contacted at the address of
     WFC, 5511 Cheviot Road, Cincinnati, Ohio 45247.

(2)  A person is the beneficial owner of Common Shares if such person,  directly
     or  indirectly,  has sole or shared  voting or  investment  power over such
     shares  directly or  indirectly  or has the right to acquire such voting or
     investment  power within 60 days. All Common Shares are owned directly with
     sole voting and investment power,  unless otherwise  indicated by footnote.
     All  stock  options  granted  under  the 1988  Option  Plan  are  currently
     exercisable.

(3)  For each person,  assumes a total of 4,015,304  Common Shares  outstanding,
     plus the number of Common  Shares such  person may acquire  pursuant to the
     1988 Option Plan, if any.

(4)  Includes  40,000  Common  Shares that may be acquired  upon the exercise of
     options and 52,940 Common Shares held in the individual  retirement account
     of Robert J. Bollin, the trustee of which is A. G. Edwards, Inc.

(5)  Includes  80,000  Common  Shares that may be acquired  upon the exercise of
     options;  37,453  Common Shares held for the benefit of Robert L. Bollin in
     The Winton  Savings  and Loan Co.  Cash and  Deferred  Plan (the  "Deferred
     Plan"),  the trustees of which are James W.  Brigger,  Robert L. Bollin and
     Mary Ellen Lovett, executive officers of WFC; 34,415 Common Shares held for
     the benefit of Robert L. Bollin in the ESOP;  1,360  Common  Shares held by
     the individual retirement account of Robert L. Bollin, the trustee of which
     is Merrill  Lynch;  36,080  Common  Shares held jointly  with Mr.  Bollin's
     spouse; 4,000 Common Shares held by A. G. Edwards, Inc., for the benefit of
     Elaine Bollin; and 200 Common Shares held by Elaine Bollin as custodian for
     Anthony Bollin.


(Footnotes continue on next page)

                                       3
<PAGE>
(6)  Includes  50,000  Common  Shares that may be acquired  upon the exercise of
     options;  51,600  Common  Shares held jointly with Mr.  Hoeweler's  spouse;
     39,800  Common  Shares  owned as trustee  under a trust for the  benefit of
     Brian Hoeweler; and 39,800 Common Shares owned as trustee under a trust for
     the benefit of Jennifer Hoeweler.

(7)  Includes  10,000 Common Shares that may be acquired upon the exercise of an
     option  and 2,000  Common  Shares  held by  Prudential  Securities  for the
     benefit of Thomas H. and Marcia Humes.

(8)  Includes  10,000 Common Shares that may be acquired upon the exercise of an
     option and 2,000  Common  Shares  held by  PaineWebber  for the  benefit of
     Timothy M. Mooney.

(9)  Includes  40,000  Common  Shares that may be acquired  upon the exercise of
     options; 114,480 Common Shares held in the individual retirement account of
     William J. Parchman,  the trustee of which is Alex Brown & Sons,  Inc.; and
     14,075 Common Shares owned by Mr. Parchman's spouse.

(10) Includes  50,000  Common  Shares that may be acquired  upon the exercise of
     options;  17,600 Common Shares owned by Mr. Schulhoff's spouse, as to which
     Mr.  Schulhoff  disclaims  beneficial  ownership;  and 14,200 Common Shares
     owned by Schulhoff & Company, Inc., a corporation of which Mr. Schulhoff is
     a major shareholder.

(11) Includes  10,000 Common Shares that may be acquired upon the exercise of an
     option and 1,000 Common  Shares held by Merrill Lynch for the benefit of J.
     Clay Stinnett.

(12) Includes  414,000  Common  Shares that may be acquired upon the exercise of
     options and 111,135 Common Shares held in the ESOP.


                     PROPOSAL ONE - REELECTION OF DIRECTORS

         The  Regulations  provide for a Board of Directors  consisting  of nine
persons,  divided into three classes of three  directors each. Each class serves
for a  three-year  period.  Each of the  directors  of WFC is also a director of
Winton.

         The entire Board of Directors of WFC acts as a nominating committee for
selecting nominees for election as directors. In accordance with Section 2.03 of
the Regulations,  nominees for election as directors may be proposed only by the
directors or by a shareholder entitled to vote for directors if such shareholder
has  submitted a written  nomination to the Secretary of WFC by the later of the
February 1st  immediately  preceding the annual meeting of  shareholders  or the
sixtieth day before the first  anniversary  of the most recent annual meeting of
shareholders  held for the election of directors.  Each such written  nomination
must state the name,  age,  business or residence  address of the  nominee,  the
principal  occupation or employment of the nominee,  the number of Common Shares
owned  either  beneficially  or of record by each such nominee and the length of
time such Common Shares have been so owned.

         The  Board  of  Directors  proposes  the  reelection  of the  following
directors to terms which will expire in 2002:
<TABLE>
<CAPTION>

 Name                                 Age (1)             Position(s) Held              Director Since
 ----                                 ----                ----------------              --------------
<S>                                   <C>                      <C>                          <C>
Robert E. Hoeweler                     51                    Director                        1989
Timothy M. Mooney                      51                    Director                        1996
J. Clay Stinnett                       47                    Director                        1996
</TABLE>

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

(1)  As of December 1, 1998.


         If any nominee is unable to stand for  election,  the  Proxies  will be
voted for such  substitute as the Board of Directors  recommends.  At this time,
the Board of  Directors  knows of no reason why any  nominee  would be unable to
serve  if  elected.  No  shareholder  may  cumulate  votes  in the  election  of
directors. There is presently one vacancy on the Board of Directors in the class
of directors which will stand for election in January 2000,  which resulted from
the decision of a director not to stand for re-election in 1997.

                                       4
<PAGE>
         The following directors will continue to serve after the Annual Meeting
for the terms indicated:
<TABLE>
<CAPTION>

                                               Position(s)            Director            Term
Name                         Age(1)                 Held                Since           Expires
<S>                            <C>              <C>                     <C>                <C>
Robert J. Bollin (2)           76        Director                       1989              2001
Robert L. Bollin (2)           46        Director and President         1989              2000
Thomas H. Humes                49        Director                       1996              2001
William J. Parchman            79        Director and                   1989              2000
                                          Chairman of the Board
Henry L. Schulhoff             54        Director                       1989              2001
</TABLE>

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

(1)  As of December 1, 1998.

(2)  Robert L. Bollin, a director and the President of WFC, is the son of Robert
     J. Bollin,  a director of WFC,  and a brother of Gregory J. Bollin,  a Vice
     President of WFC.


     Robert E. Hoeweler was elected to the Board of Directors of Winton in 1988.
Mr. Hoeweler is a certified public accountant. Since 1972, Mr. Hoeweler has been
active in the  management of a group of  family-owned  companies  which includes
Aluminum Extruded Shapes, Inc.

     Timothy M. Mooney has served as Vice President and Chief Financial  Officer
of Kendle  International  Inc., a clinical research  organization in Cincinnati,
since 1996.  From 1994 to 1995,  he served as Vice  President,  Chief  Financial
Officer and Treasurer of The Future Now,  Inc., a computer  reseller  located in
Cincinnati.  From 1988 to 1994,  Mr. Mooney served as Senior Vice  President and
Chief Financial Officer of Hook-SupRx, Inc., a retail drug store chain.

     J. Clay  Stinnett has served since 1993 as President and a director of J.R.
Concepts, Inc., a direct mail advertising company in Cincinnati.  Prior to 1993,
Mr. Stinnett spent almost 20 years in the banking business, including serving as
President and Chief Operating  Officer of PNC Bank,  N.A.  (formerly The Central
Trust Co., N.A.), until 1992.

     Robert J. Bollin began his banking  career in 1947 as an office manager for
Cincinnati  Federal  Savings  Association  in Price  Hill.  He then moved to the
O'Bryonville  Savings  and  Loan  Association,  where  he  served  as  Assistant
Secretary  and Chief  Executive  Officer.  In 1955,  Mr. Bollin joined Winton as
Secretary and Chief Executive  Officer.  He has since retired from his positions
as Secretary and Chief  Executive  Officer,  but still  participates in Winton's
business as a Vice President and an appraiser of construction  loans. Mr. Bollin
has been active in the McAuley  High  School  Development  Board and the LaSalle
High School Advisory Board.

     Robert L. Bollin has been the President and a director of Winton since 1988
and the President and a director of WFC since  incorporation  in November  1989.
Mr. Bollin joined Winton in 1969, initially working part time while completing a
degree in Business  Management at Miami University.  In 1979, he was promoted to
Secretary and Assistant  Managing  Officer of Winton,  responsible  for managing
Winton's accounting operations,  developing and implementing Winton's investment
policy in  consultation  with the Board of Directors and managing the day-to-day
operations of Winton.

     Thomas  H.  Humes has  served as  President  of Great  Traditions  Land and
Development Co., a real estate and land development  company in Cincinnati,  for
the past six years.

     William J.  Parchman  has served as a  director  of Winton for 43 years.  A
graduate of the  University  of  Cincinnati,  he received his law degree and was
admitted to the practice of law in Ohio in 1949. Mr. Parchman was the founder of
Parchman & Oyler Company Realtors which, at its peak, was  Cincinnati's  largest
residential  real  estate  company.  Mr.  Parchman  served  as  National  Alumni
President of the  University of Cincinnati  and more recently as Chairman of the
Board of the University of Cincinnati Foundation.  He was also a director of the
Cincinnati  Metropolitan  Housing  Authority for 18 years, past president of the
Cincinnati  Board of Realtors and  President of  Clovernook  Country  Club.  Mr.
Parchman was the first  recipient of the Carl H. Lindner  Medal for  Outstanding
Business Achievement presented by the College of Business  Administration Alumni
Association, University of Cincinnati.
 
                                       5
<PAGE>
     Henry L.  Schulhoff  became a director  of Winton in February  1988.  Since
1976,  Mr.  Schulhoff has been the  President of Schulhoff and Company,  Inc., a
local investment counseling firm.


Meetings of Directors

     The Board of  Directors  of WFC met 12 times for  regularly  scheduled  and
special  meetings during the fiscal year ended September 30, 1998. Each director
attended at least 75% of the aggregate of such meetings.

     The Board of Directors of Winton met 12 times for  regularly  scheduled and
special  meetings during the fiscal year ended September 30, 1998. Each director
attended at least 75% of the aggregate of such meetings.

Committees of Directors

     The Board of Directors of WFC has no standing  committees.  Nominations for
election of  directors  are  determined  by the entire Board of  Directors.  See
"Election of Directors."

     The  committees  of the  Board of  Directors  of Winton  includes  an Audit
Committee,  an Executive Committee, a Loan Committee, a Compensation  Committee,
an ESOP Committee and a Stock Option Committee.  Each director attended at least
75% of the  aggregate of all meetings of each  committee on which he served as a
regular member.

     The members of Winton's  Audit  Committee  are Thomas H. Humes,  Timothy M.
Mooney  and J.  Clay  Stinnett.  The  function  of  the  Audit  Committee  is to
communicate with WFC outside auditors and to recommend to the Board of Directors
a firm of  accountants  to serve as  independent  auditors  for WFC.  The  Audit
Committee met twice during the fiscal year ended September 30, 1998.

     The members of the  Executive  Committee  are Robert L.  Bollin,  Robert E.
Hoeweler,  William J.  Parchman  and Henry L.  Schulhoff.  The  function  of the
Executive Committee is to examine, together with management,  levels and methods
of investment,  to review and evaluate  alternative  and  additional  investment
programs and to consider and  establish  interest  rates on the various forms of
savings deposits and mortgage loans. The Executive Committee met 32 times during
the fiscal year ended September 30, 1998.

     Winton's  Loan  Committee  is  comprised  of Robert J.  Bollin,  William J.
Parchman  and Henry L.  Schulhoff.  Robert L. Bollin  serves as  alternate.  The
function of the Loan Committee is to approve loan  applications and exercise the
authority of the Board of Directors when the Board is not in session, subject to
certain  limitations.  The Loan  Committee  met 37 times  during the fiscal year
ended September 30, 1998.

     Winton's  Compensation  Committee  consists of Thomas H. Humes,  Timothy M.
Mooney and J. Clay Stinnett.  The function of the  Compensation  Committee is to
confer  with  management  and make  recommendations  to the  Board of  Directors
regarding the  compensation of Winton's  executive  officers and employees.  The
Compensation Committee met once during the fiscal year ended September 30, 1998.

     The  ESOP is  administered  by a  committee  of at  least  three  directors
designated by the Board of Directors.  The ESOP committee  presently consists of
Robert J. Bollin, Robert E. Hoeweler and William J. Parchman. The ESOP Committee
did not meet during the fiscal year ended September 30, 1998.

     The Stock Option Committee is responsible for administering the 1988 Option
Plan, including  interpreting the 1988 Option Plan and awarding options pursuant
to its terms.  The 1988 Stock  Option  Committee  did not meet during the fiscal
year ended September 30, 1998. The current members of the Stock Option Committee
are Robert L.  Bollin,  Robert E.  Hoeweler,  William J.  Parchman  and Henry L.
Schulhoff.

                                       6
<PAGE>
                               EXECUTIVE OFFICERS

         The following table sets forth certain  information with respect to the
current executive officers of WFC, other than those who are also directors:
<TABLE>
<CAPTION>

Name                              Age(1)               Position(s) Held
<S>                               <C>                           <C>
Gregory J. Bollin                   44                 Vice President
Jill M. Burke                       36                 Treasurer and Chief
                                                           Financial Officer
James W. Brigger                    50                 Secretary
Mary Ellen Lovett                   60                 Vice President
</TABLE>

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

(1)  As of December 1, 1998.


     Gregory J. Bollin is a Vice  President of WFC, a position he has held since
January 1994. Mr. Bollin also serves as Executive  Vice  President of Winton,  a
position he has held since January 1993.  Mr. Bollin served as Vice President of
Winton  from 1988 until  January  1993.  Mr.  Bollin is the brother of Robert L.
Bollin and the son of Robert J. Bollin.

     Jill M.  Burke is the  Treasurer  and Chief  Financial  Officer  of WFC,  a
position  she has held since  1989.  Ms.  Burke  also  serves as  Treasurer  and
Controller of Winton, a position she has held since 1989.

     James W.  Brigger is the  Secretary  of WFC,  a position  he has held since
1989. Mr. Brigger also serves as Vice President of Winton.

     Mary Ellen Lovett is a Vice President of WFC, a position she has held since
January  1994.  Ms.  Lovett also serves as Senior Vice  President  of Winton,  a
position she has held since January 1993. Ms. Lovett served as Vice President of
Winton from 1988 to May 1993.


                COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Director Compensation

     WFC does not pay directors fees.  Each director of Winton receives  $12,000
annually for monthly  meetings and $100 for each meeting attended of a committee
of the Board of  Directors  of Winton,  except  for  meetings  of the  Executive
Committee for which members receive $200 per meeting.

Executive Compensation

     WFC does not pay any  compensation  to its  executive  officers.  Executive
officers of Winton are  compensated  by Winton for services  rendered to Winton.
Except for the President and Executive Vice President of Winton,  no director or
executive  officer  of WFC  received  more than  $100,000  in  salary  and bonus
payments from Winton during the year ended September 30, 1998.





                                       7
<PAGE>
     The  following  table  sets  forth  certain  information  with  respect  to
compensation paid to the President and Executive Vice President of Winton:
<TABLE>
<CAPTION>

                                                 Summary Compensation Table
                                                                          Long Term
                                            Annual Compensation          Compensation
                                                                            Awards                All Other
--------------------------------------------------------------------------------------------------------------------
                                                                        Options/SARs            Compensation
  Name and Principal Position   Year     Salary($)      Bonus($)           (#)(1)                   ($)
--------------------------------------------------------------------------------------------------------------------
<S>                              <C>         <C>           <C>                 <C>                    <C>
  Robert L. Bollin, President   1998      $165,330       $52,000                    -               $8,567 (2)
                                1997      $158,599       $16,000                    -               $8,352 (2)
                                1996      $153,649       $16,000               20,000               $6,929 (2)

  Gregory J. Bollin, Executive  1998      $120,669       $39,000                    -               $7,034 (3)
  Vice President                1997      $115,569       $13,000                    -               $6,293 (3)
                                1996      $109,838       $13,000               12,000               $4,789 (3)
--------------------------------------------------------------------------------------------------------------------
</TABLE>

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

(1)  These  figures  represent the number of Common  Shares  underlying  options
     granted to the named individuals  during the year indicated pursuant to the
     1988 Option  Plan.  Mr.  Robert L.  Bollin's  and Mr.  Gregory J.  Bollin's
     outstanding  options were  adjusted for the two 2-for-1 stock splits in the
     form of stock  dividends  effective  in 1993,  1994  and  1998.  WFC has no
     restricted stock awards or stock appreciation rights ("SARs").

(2)  Consists of cash or stock  contributions to the ESOP or the reallocation of
     forfeited shares in the ESOP of $6,157,  $6,202 and $4,862 allocated to Mr.
     Robert L.  Bollin's  account  and  $2,410,  $2,150 and  $2,067 in  matching
     contributions  to the Deferred Plan for Mr. Robert L. Bollin's  account for
     the years ended September 30, 1998, 1997 and 1996, respectively.

(3)  Consists of cash or stock  contributions to the ESOP or the reallocation of
     forfeited shares in the ESOP of $6,144,  $5,316 and $3,982 allocated to Mr.
     Gregory  J.  Bollin's   account  and  $890,   $977  and  $807  in  matching
     contributions  to the Deferred Plan for Mr. Gregory J. Bollin's account for
     the years ended September 30, 1998, 1997 and 1996, respectively.

Option Plan

     In 1988, Winton converted from mutual to stock form (the "Conversion").  In
connection  with the  Conversion,  the  shareholders of Winton approved the 1988
Stock  Option  Plan.  In  1990,  the   shareholders   of  Winton   approved  the
reorganization of Winton into a holding company structure,  as a result of which
the  shareholders  of Winton  became  shareholders  of WFC and  Winton  became a
wholly-owned  subsidiary  of  WFC.  The  shareholders  of WFC  approved  certain
amendments  to the  1988  Stock  Option  Plan  at the  1995  Annual  Meeting  of
Shareholders.

     Pursuant to the 1988 Stock Option Plan,  WFC has  reserved  523,000  Common
Shares for  issuance  upon the  exercise  of options  granted to  directors  and
employees of WFC. On December 1, 1998, options to purchase 480,000 Common Shares
were outstanding and exercisable. On August 8, 1998, the ten-year anniversary of
the effective date of the Conversion,  the 1988 Stock Option Plan terminated. No
additional options may be granted under the 1988 Stock Option Plan.

     Options  granted to employees of Winton may be  "incentive  stock  options"
("ISOs")  within the meaning of Section 422 of the  Internal  Revenue  Code (the
"Code"), while options granted to non-employee directors do not qualify as ISOs.
See "PROPOSAL THREE APPROVAL OF WINTON  FINANCIAL  CORPORATION 1999 STOCK OPTION
AND INCENTIVE PLAN - Tax Treatment of Incentive Stock Options."

                                       8
<PAGE>
         No option  granted  under the 1988 Stock  Option Plan may be  exercised
after  the  expiration  of ten  years  from the  date of  grant,  and an  option
recipient generally cannot transfer or assign an option other than by will or in
accordance with the laws of descent and distribution.

         The  following  table sets forth  information  regarding the number and
value of unexercised options granted pursuant to the 1988 Stock Option Plan held
by the persons listed in the Summary  Compensation  Table. No stock appreciation
rights have been granted under the 1988 Stock Option Plan.

<TABLE>
<CAPTION>

                                 Aggregate Option/SAR Exercises in Last Fiscal Year  and 9/30/98 Option/SAR Values
                                                                                                   Value of Unexercised
                                                                          Number of Securities         In-the-Money
                                                                         Underlying Unexercised        Options/SARs
                                                                       Options/SARs at 9/30/98(#)        at 9/30/98($)(1)

                                 Shares Acquired          Value               Exercisable/               Exercisable/
Name                              on Exercise(#)      Realized ($)           Unexercisable              Unexercisable
----                           -----------------     ------------            -------------              -------------
                                                                                                      
<S>                                     <C>                <C>                    <C>                       <C>                   
Robert L. Bollin                         -                   -                   80,000/ -                $950,000/ -  
Gregory J. Bollin                        -                   -                   48,000/ -                $570,000/ - 
</TABLE>

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

(1)  An option  is  "in-the-money"  if the fair  value of the  underlying  stock
     exceeds the market price of the option.  The figure represents the value of
     such  unexercised   options,   determined  by  multiplying  the  number  of
     unexercised  options by the  difference  between the exercise price of such
     options and the $11.875 closing bid price for the Common Shares reported by
     the American Stock Exchange ("AMEX"), on September 30, 1998.


Employment Contracts

         WFC and Winton have entered into  employment  agreements with Robert L.
Bollin,  President of WFC and Winton,  and Gregory J. Bollin,  Vice President of
WFC and Executive Vice President of Winton,  which expire on April 30, 2001. The
employment  agreements  have a term of three  years  and  provide  for an annual
salary of not less than  $182,000  for Robert L. Bollin and $134,000 for Gregory
J. Bollin and an annual salary and performance review by the Board of Directors.
The  employment  agreements  require the  inclusion  of Robert L. and Gregory J.
Bollin in any formally established  employee benefit,  bonus, pension and profit
sharing  plans for which  senior  management  personnel  are  eligible  and also
provide for vacation and sick leave.

         The employment agreements are terminable by WFC and Winton at any time.
If the  employment of either Robert L. Bollin or Gregory J. Bollin is terminated
at any time during such  three-year  term for any reason other than "just cause"
(as  defined in the  agreements),  he will be  entitled  to  receive  his annual
compensation  for the  remainder of the  three-year  term of the agreement and a
continuation of benefits substantially equal to those being provided at the date
of  termination  of employment  until the earliest to occur of the expiration of
the term of the employment  agreement or the date on which the employee  becomes
employed full-time by another employer.

         If   such   employment   is   terminated,   or  if  the   position   or
responsibilities  of the employee is changed,  in connection  with or within one
year of a change in control of WFC or Winton,  he will be entitled to receive an
amount  equal to his then  current  annual  compensation,  multiplied  by three,
subject to reduction to the extent  necessary to comply with certain  provisions
of the Internal Revenue Code of 1986, as amended,  and regulations of the Office
of Thrift Supervision. Assuming employment termination in connection with such a
change of control, the maximum payment to Robert L. Bollin would be $546,000 and
to Gregory J. Bollin would be $402,000 or three times the greater of the minimum
salary levels in the  agreements or the salary levels for fiscal 1998  reflected
in the Summary Compensation Table above.


 
                                      9
<PAGE>

Personnel and Salary Committee Report on Executive Compensation

         As a unitary  savings and loan  holding  company,  the  business of WFC
consists  principally  of holding  the stock of  Winton.  The  functions  of the
executive  officers  of WFC,  who are also the  executive  officers  of  Winton,
pertain  primarily to the operations of Winton.  The executive  officers receive
their  compensation,   therefore,   from  Winton,  rather  than  from  WFC.  The
Compensation  Committee of Winton has furnished the following report  concerning
executive compensation:

                      Process for Determining Compensation

         WFC has not paid any cash compensation to its executive  officers since
its formation.  All executive officers of WFC also currently hold positions with
Winton and receive cash compensation from Winton. Decisions on cash compensation
of Winton's  executives are made by the three-member  Compensation  Committee of
Winton's Board of Directors.

         The  Compensation  Committee  reviews  the  compensation  levels of the
executive  officers,  including the CEO, each year. The  Compensation  Committee
utilizes independent surveys of compensation of officers in the thrift industry,
taking  into  account  comparable  asset  bases and  geographic  locations.  The
Compensation   Committee  also  assesses  each  particular  executive  officer's
contribution to WFC and Winton,  the skills and experiences  required by his/her
position and the  potential of the  executive  officer.  Based on the  foregoing
factors,  recommendations are made by the Compensation Committee to the Board of
Directors of Winton. Such recommendations are reviewed by the Board of Directors
of Winton,  except  that Board  members  who are also  executive  offices do not
participate in deliberations regarding their own respective compensation.

            Compensation Policies toward Executive Officers Generally

         The  Compensation   Committee's  executive  compensation  policies  are
designed to provide  competitive  levels of  compensation  that will attract and
retain qualified executives and will reward individual  performance,  initiative
and achievement,  while enhancing overall corporate  performance and shareholder
value. The cash  compensation  program for executive  officers consists of three
elements, a base salary component,  a discretionary cash bonus, and an incentive
component payable under an incentive plan (the "Incentive Plan").

         The  objectives of the  discretionary  cash bonuses are to motivate and
reward the executive  officers based on each  individual's  contribution  to the
total  performance  of  Winton  and WFC and to  reinforce  a strong  performance
orientation.

         The  objectives  of the  Incentive  Plan are to motivate and reward the
executive officers in connection with the accomplishment of annual objectives of
Winton  and  WFC,  to   reinforce   a  strong   performance   orientation   with
differentiation  and  variability in individual  awards based on contribution to
annual and long range business results and to provide a competitive compensation
package  which  will  attract,  reward  and retain  individuals  of the  highest
quality.  For the President and the Executive  Vice  President of Winton and the
President  and Vice  President  of WFC,  incentive  awards are  determined  as a
percentage of gross income, which percentage is calculated utilizing a corporate
goal factor and a performance  factor.  The corporate  goal factor is based upon
WFC's  achievement of certain levels of earnings and a  predetermined  return on
equity. The performance factor is based upon the particular  executive officer's
performance during the preceding year.

                       Determination of CEO's Compensation

         The  Compensation  Committee  based the  compensation  of Mr. Robert L.
Bollin in 1998 on the  policies  described  above for  executive  officers.  The
corporate  profitability  measurements  considered  were  return on equity,  net
income,  earnings  per share and return on assets.  Additional  corporate  goals
considered  were  merger and  acquisition  activities,  continued  updating  and
implementation of Winton's strategic plan and subsidiary oversight and progress.
The Compensation  Committee  believes that the level of compensation paid to Mr.
Robert L. Bollin in 1998 was fair and reasonable when compared with compensation
levels in the thrift  industry  reported  in various  independent  surveys.  The
compensation  earned by Mr.  Robert L. Bollin in 1998  reflects the  significant
management  and  leadership  responsibilities  required of him and the effective
manner in which those responsibilities were fulfilled.



                                       10
<PAGE>
Submitted by the Compensation Committee of Winton's Board of Directors

Thomas H. Humes
Timothy M. Mooney
J. Clay Stinnett

Personnel and Salary Committee Interlocks

         During  fiscal  1998,  no member of the  Compensation  Committee  was a
current  or  former  executive  officer  or  employee  of WFC or Winton or had a
reportable business relationship with WFC or Winton.

Performance Graph

         The  following  graph  compares  the  cumulative  total return on WFC's
common shares for the fiscal year ended  September 30, 1998, with the cumulative
total  return of the SNL  Index,  which is an index of banks  whose  shares  are
traded on The New York Stock Exchange,  AMEX or The Nasdaq Stock Market, and the
cumulative total return of the Standard and Poor's 500 for the same period.

[Includes a graph showing the  performance  of the three indices from  September
30, 1993 to September 30, 1998.]
<TABLE>
<CAPTION>


Index               9/30/93         9/30/94        9/30/95        9/30/96         9/30/97        9/30/98
<S>                   <C>            <C>             <C>           <C>              <C>            <C>
WFC                 100.0           173.33         173.33         165.00          231.67         316.67
Nasdaq Bank         100.0           110.47         138.62         164.48          271.08         221.60
  Index
S&P 500 Index       100.0           100.82         127.34         149.76          206.41         221.60

</TABLE>









Certain Transactions with Winton

         Some of the directors and officers of WFC and Winton were  customers of
and had  transactions  with Winton in the ordinary  course of Winton's  business
during the two years ended September 30, 1998. All loans and commitments to loan
included in such  transactions  were made in the ordinary  course of business on
substantially the same terms, including interest rates and collateral,  as those
prevailing at the time for  comparable  transactions  with other persons and, in
the opinion of the  management of WFC, do not involve more than a normal risk of
collectibility  or  present  other  unfavorable  features.  Winton  had no loans
outstanding to directors and executive officers at December 1, 1998.



                                       11
<PAGE>
                PROPOSAL TWO - APPROVAL OF AMENDMENT TO ARTICLES

         On  November  20,  1998,  the  Board of  Directors  of WFC  unanimously
approved and recommended that the shareholders consider and approve an amendment
to Article  Fourth of the Amended  Articles  that would  increase  the number of
WFC's authorized Common Shares from 5,000,000 shares to 18,000,000 shares.

         The Amended Articles currently authorize  7,000,000 shares,  consisting
of 5,000,000  Common  Shares,  each without par value,  and 2,000,000  preferred
shares,  each  without  par value.  As of the  Voting  Record  Date,  there were
4,015,304 Common Shares issued and  outstanding,  480,000 Common Shares reserved
for issuance  upon the exercise of options and no preferred  shares  issued.  On
December 4, 1998, WFC and BenchMark Federal Savings Bank, a federal savings bank
("BenchMark"),  jointly  announced  the  execution  of a merger  agreement  (the
"Merger  Agreement")  that  provides for the merger of  BenchMark  with and into
Winton (the "Merger").  Pursuant to the terms of the Merger Agreement,  WFC will
issue 3.35 of its Common  Shares for each of the 112,307  outstanding  shares of
BenchMark, or an aggregate of 376,228 Common Shares.  Following the consummation
of the Merger,  therefore,  only 128,468  Common  Shares will be  available  for
future acquisitions, stock dividends, stock options or other corporate purposes.

         In considering the Amendment,  the Board of Directors concluded that it
would be advisable for the additional Common Shares to be available for issuance
at the discretion of the Board in connection with acquisitions, stock dividends,
stock splits and for any other purpose determined by the Board to be in the best
interests  of WFC,  without  the  delay  attendant  upon  obtaining  shareholder
approval prior to each issuance.  Where  approval by  shareholders  is otherwise
required  for the issuance of Common  Shares,  whether by Ohio law, the rules of
the AMEX or other applicable requirement,  such approval by shareholders will be
sought.

         The Board of Directors of WFC recommends that the shareholders  approve
the Amendment. Accordingly, the shareholders of WFC will be asked to approve the
following resolution at the Annual Meeting:

         RESOLVED,  that Article Fourth of the Amended Articles of Incorporation
         of Winton  Financial  Corporation  be, and it hereby is, deleted in its
         entirety and replaced with the following new Article Fourth:

                  FOURTH:  The  authorized  number of shares of the  corporation
                  shall  be  twenty  million   (20,000,000),   eighteen  million
                  (18,000,000) of which shall be common shares, each without par
                  value, and two million (2,000,000) of which shall be preferred
                  shares, each without par value.

                  The  directors  of the  corporation  are  authorized  to adopt
                  amendments to the Articles of  Incorporation in respect of any
                  unissued or treasury  common and preferred  shares and thereby
                  to fix  or  change,  to  the  full  extent  now  or  hereafter
                  permitted by Ohio law: the division of such shares into series
                  and the  designation  and authorized  number of shares of each
                  series;  the dividend  rate; the dates of payment of dividends
                  and the dates from which they are cumulative;  the liquidation
                  price;  the  redemption  rights and price;  the  sinking  fund
                  requirements;  the conversion  rights; the restrictions on the
                  issuance  of  shares of any class or  series;  and such  other
                  rights,   preferences   and   limitations   as  shall  not  be
                  inconsistent with this Article Fourth.

                  Except  as  hereinafter  provided  and  as  may  otherwise  be
                  required by the laws of the State of Ohio, all voting power of
                  the corporation for all purposes is vested  exclusively in the
                  holders of the common  shares.  The  holders of common  shares
                  shall be entitled to one vote for each common share held.  The
                  holders of the preferred  shares shall not be entitled to vote
                  at  meetings  of the  shareholders  of the  corporation  or to
                  receive notices of such meetings;  provided,  however, that in
                  the event dividends on the preferred  shares, if any, shall at
                  any time  become in  arrears,  the  holders  of the  preferred
                  shares shall  thereupon  become  entitled to one vote for each
                  preferred  share  held and to  notice of all  meetings  of the
                  shareholders.  Such voting and notice  rights of the preferred
                  shareholders  shall continue until all dividends in arrears on
                  the preferred  shares shall have been paid in full,  whereupon
                  such voting and notice  rights of the  preferred  shareholders
                  shall cease and terminate.

         All Common Shares, including those now authorized and those which would
be  authorized  by the  Amendment,  are equal in rank and have the same  voting,
dividend and liquidation  rights.  Holders of WFC shares do not have pre-emptive
rights.  Any  increase in the number of  authorized  Common  Shares will have no
immediate  dilutive effect on the  proportionate  voting power of  shareholders.

                                       12

<PAGE>
However,  the future  issuance of additional  Common Shares or preferred  shares
could have a dilutive  effect on the  proportionate  voting power,  earnings per
share  and  book   value  per  share  of   present   shareholders.   Under  some
circumstances,  the  issuance  of new shares may  discourage  certain  potential
business  combinations  which some  shareholders may believe to be in their best
interest and make more  difficult  management  changes  which might occur if the
potential business combination were successful.


            PROPOSAL THREE - APPROVAL OF WINTON FINANCIAL CORPORATION
                      1999 STOCK OPTION AND INCENTIVE PLAN

General

         The  following  is a summary of the terms of the 1999 Stock Option Plan
and is qualified in its entirety by reference to the full text of the 1999 Stock
Option Plan, a copy of which is attached hereto as Exhibit A.

Purpose, Administration and Eligibility

         The  purpose of the Stock  Option  Plan is to promote  and  advance the
interests of WFC and its  shareholders  by enabling  WFC to attract,  retain and
reward directors,  managerial and other key employees of WFC and any subsidiary,
including  Winton,  and to strengthen  the  mutuality of interests  between such
directors and employees and WFC's  shareholders by providing such persons with a
proprietary  interest  in  pursuing  the  long-term  growth,  profitability  and
financial  success of WFC.  Pursuant to the Stock  Option Plan,  401,530  Common
Shares have been reserved for issuance by WFC upon the exercise of options to be
granted to certain directors, officers and employees of WFC and Winton from time
to time under the 1999 Stock Option Plan. At December 1, 1998,  approximately 20
persons were  eligible to receive  options  granted  under the 1999 Stock Option
Plan.

         The  Stock  Option  Plan  will  be  administered  by the  Stock  Option
Committee, a committee of directors composed of at least three directors of WFC.
The Stock Option Committee may grant options under the 1999 Stock Option Plan at
such  times as they deem most  beneficial  to Winton and WFC on the basis of the
individual  participant's  position and duties and the value of the individual's
services and responsibilities to Winton and WFC.

         Without further  approval of the  shareholders,  the Board of Directors
may at any time  terminate  the 1999 Stock Option Plan or may amend it from time
to time in such  respects as the Board of Directors may deem  advisable,  except
that the Board of Directors may not,  without the approval of the  shareholders,
make any  amendment  which would (a)  increase  the  aggregate  number of Common
Shares  that may be  issued  under  the  1999  Stock  Option  Plan  (except  for
adjustments  to reflect  certain  changes  in the  capitalization  of WFC),  (b)
materially  modify the  requirements as to eligibility for  participation in the
1999 Stock  Option Plan,  or (c)  materially  increase the benefits  accruing to
participants  under the 1999 Stock Option Plan.  Notwithstanding  the foregoing,
the Board of Directors may amend the 1999 Stock Option Plan to take into account
changes in applicable securities, federal income tax and other applicable laws.

Option Terms

         Options  granted to the  officers  and  employees  under the 1999 Stock
Option Plan may be ISOs within the meaning of Section 422 of the Code, or may be
options which do not qualify under Section 422 of the Code ("Non-Qualified Stock
Options"). Options granted under the 1999 Stock Option Plan to directors who are
not employees of WFC or Winton will be Non-Qualified Stock Options.

         The exercise  price of each option  granted under the 1999 Stock Option
Plan will be determined by the Stock Option  Committee at the time the option is
granted.  However,  the exercise price of an option may not be less than 100% of
the fair market value of the shares on the date of the grant.  In addition,  the
exercise  price of an ISO may not be less than 110% of the fair market  value of
the shares on the date of the grant if the  recipient  owns more than 10% of the
outstanding common shares of WFC. Subject to certain exceptions specified in the
1999 Stock Option Plan or as otherwise  specified by the Stock Option  Committee
at the time of grant,  stock  options are  immediately  exercisable  in full. No


                                       13
<PAGE>
stock option will be exercisable after the expiration of ten years from the date
of the  grant.  However,  if a  recipient  of an ISO  owns a  number  of  shares
representing  more  than 10% of WFC  shares  outstanding  at the time the ISO is
granted,  the term of the ISO will not exceed  five  years.  If the fair  market
value of shares awarded pursuant to ISOs that are exercisable for the first time
during any  calendar  year by a  participant  under the 1999 Stock  Option  Plan
exceeds $100,000, the ISOs will be considered Non-Qualified Stock Options to the
extent of such excess.

         An option  recipient  cannot transfer or assign an option other than by
will or in accordance with the laws of descent and distribution.  Termination of
an option recipient's  employment for cause, as defined in the 1999 Stock Option
Plan, will result in the annulment of any outstanding  exercisable  options. Any
outstanding  options that have not yet been  exercised  will  terminate upon the
resignation,  removal or retirement of a director of WFC or Winton,  or upon the
termination of employment of an officer or employee of WFC or Winton,  except in
the case of death or disability  of the option  recipient or a change in control
of WFC or Winton.

         WFC will receive no monetary  consideration for the granting of options
under the Stock  Option  Plan.  Upon the  exercise of options,  WFC will receive
payment of cash or, if acceptable to the Stock Option  Committee,  Common Shares
or  outstanding  awarded  stock  options.  The market value of the Common Shares
underlying the options  reserved for the 1999 Stock Option Plan is approximately
$5.4 million, based upon the number of shares reserved, multiplied by the $13.50
per share  closing  sales price of the Common  Shares on December 10,  1998,  as
quoted on AMEX.

Purchase Right

         The Stock Option  Committee may include as a term of any option granted
under the 1999 Stock  Option Plan the right (a  "Purchase  Right"),  but not the
obligation,  of WFC to purchase all or any amount of the Common Shares  acquired
by an optionee pursuant to the exercise of any such options.  The Purchase Right
will provide for, among other terms, a specified duration of the Purchase Right,
a specified  price per Common Share to be paid upon the exercise of the Purchase
Right and a restriction on the  disposition of the Common Shares by the optionee
during the period of the Purchase Right.

Stock Appreciation Right

         The Stock Option  Committee may include a stock  appreciation  right (a
"Stock  Appreciation  Right") as a component of an option or  independent  of an
option.  The Stock  Appreciation  Right would entitle the recipient to receive a
number of Common Shares or cash,  or  combination  thereof,  as the Stock Option
Committee shall determine, equal to the amount by which the fair market value of
the Common Shares subject to the Stock  Appreciation  Right exceeds the exercise
price of the Stock Appreciation Right.

Tax Treatment of Incentive Stock Options

         An optionee  who is granted an ISO will not  recognize  taxable  income
either on the date of grant or on the date of exercise,  although the difference
between  the fair  market  value of the shares at the time of  exercise  and the
exercise price is a tax preference item  potentially  subject to the alternative
minimum tax.

         Upon  disposition  of  shares  acquired  from the  exercise  of an ISO,
capital  gain  or  loss  is  generally  recognized  in an  amount  equal  to the
difference  between  the  amount  realized  on the sale or  disposition  and the
exercise price. However, if the optionee disposes of the shares within two years
of the date of grant or  within  one year from the date of the  issuance  of the
shares to the optionee (a "Disqualifying  Disposition"),  then the optionee will
recognize  ordinary  income,  as  opposed  to  capital  gain,  at  the  time  of
disposition.  In general, the amount of ordinary income recognized will be equal
to the lesser of (i) the amount of gain realized on the disposition, or (ii) the
difference  between the fair market value of the shares  received on the date of
exercise  and the exercise  price.  Any  remaining  gain or loss is treated as a
short-term,  mid-term or  long-term  capital  gain or loss,  depending  upon the
period of time the shares have been held.

         WFC will not be entitled to a tax deduction upon either the exercise of
an ISO or the disposition of shares acquired  pursuant to such exercise,  except
to the extent that the optionee  recognizes  ordinary  income in a Disqualifying
Disposition.  Ordinary income from a Disqualifying  Disposition  will constitute
compensation  but  will  not be  subject  to tax  withholding,  nor  will  it be
considered wages for payroll tax purposes.

         If the holder of an ISO pays the exercise  price,  in whole or in part,
with  previously  acquired  shares,  the exchange  should not affect the ISO tax
treatment of the  exercise.  Upon such  exchange,  and except for  Disqualifying
Dispositions,  no gain or loss is  recognized  by the optionee  upon  delivering
previously  acquired shares to WFC, and shares received by the optionee equal in
number to the previously acquired common shares exchanged therefor will have the

                                       14
<PAGE>
same basis and holding period for long-term or mid-term capital gain purposes as
the previously  acquired  shares.  (The optionee,  however,  will not be able to
utilize the prior holding period for the purpose of satisfying the ISO statutory
holding  period  requirements  for  avoidance of a  Disqualifying  Disposition.)
Shares  received by the  optionee  in excess of the number of shares  previously
acquired  will have a basis of zero and a holding  period which  commences as of
the date the shares are transferred to the optionee upon exercise of the ISO. If
an ISO is exercised using shares previously  acquired through the exercise of an
ISO,  the  exchange of such  previously  acquired  shares will be  considered  a
disposition   of  such  shares  for  the  purpose  of   determining   whether  a
Disqualifying Disposition has occurred.

Tax Treatment of Non-Qualified Stock Options

         A recipient of a Non-Qualified  Stock Option does not recognize taxable
income on the date of grant of the  option,  provided  that the option  does not
have a readily  ascertainable  fair market  value at the time it is granted.  In
general,  the optionee must recognize ordinary income at the time of exercise of
a  Non-Qualified  Stock Option in the amount of the difference  between the fair
market  value of the  shares on the date of  exercise  and the  option  exercise
price. The ordinary income recognized will constitute compensation for which tax
withholding  by WFC generally  will be required.  The amount of ordinary  income
recognized  by an  optionee  will be  deductible  by WFC in the  year  that  the
optionee  recognizes the income if WFC complies with any applicable  withholding
requirement.

         If the sale of the shares could subject the optionee to liability under
Section 16(b) of the  Securities  Exchange Act of 1934,  the optionee  generally
will recognize  ordinary  income only on the date that the optionee is no longer
subject to such  liability  in an amount  equal to the fair market  value of the
shares on such date less the option exercise price.  Nevertheless,  the optionee
may  elect  under  Section  83(b)  of the  Code,  within  30 days of the date of
exercise,  to  recognize  ordinary  income as of the date of  exercise,  without
regard to the restriction of Section 16(b).

         Shares acquired upon the exercise of a Non-Qualified  Stock Option will
have a tax basis equal to their fair market value on the exercise  date or other
relevant date on which ordinary income is recognized, and the holding period for
the shares  generally  will begin on the date of exercise or such other relevant
date.  Upon  subsequent  disposition of the shares,  the optionee will recognize
long-term capital gain or loss if the optionee has held the shares for more than
eighteen  months  prior to  disposition,  mid-term  capital  gain or loss if the
optionee  has held the  shares  for more  than one year but less  than  eighteen
months prior to disposition,  or short-term capital gain or loss if the optionee
has held the shares for one year or less prior to disposition.

         If an optionee  with a  Non-Qualified  Stock  Option pays the  exercise
price, in whole or in part, with previously  acquired shares,  the optionee will
recognize  ordinary  income in the amount by which the fair market  value of the
shares received exceeds the exercise price. The optionee will not recognize gain
or loss upon delivering such previously  acquired shares to WFC. Shares received
by an  optionee  equal in number to the  previously  acquired  shares  exchanged
therefor will have the same basis and holding period as such previously acquired
shares.  Shares  received  by an  optionee  in  excess  of the  number  of  such
previously  acquired  shares will have a basis equal to the fair market value of
such additional shares as of the date ordinary income is recognized. The holding
period for such  additional  shares will  commence as of the date of exercise or
such other relevant date.

Tax Treatment of Stock Appreciation Rights

         A participant in the 1999 Stock Option Plan is not taxed upon the grant
of Stock Appreciation Rights.  Instead,  participants will generally be taxed on
the exercise date, at ordinary  income rates, on the amount of each received and
the fair market value of any Common  Shares  received.  However,  if the sale of
Common Shares could subject a  participant  to liability  under Section 16(b) of
the Exchange Act, such participant  generally will not recognize ordinary income
with respect to such Common Shares until the participant is no longer subject to
such liability,  at which time the participant will recognize ordinary income in
an amount equal to the fair market value of Common Shares on such date.

         The Stock  Option  Committee  may grant  options  under the 1999  Stock
Option Plan to the  directors,  officers and  employees of WFC and Winton in the
future at such times as they deem most beneficial to WFC and Winton on the basis
of the individual participant's responsibility, tenure and future potential.

                                       15
<PAGE>
         The Board of Directors of WFC recommends  that the  shareholders of WFC
approve the 1999 Stock Option Plan. Accordingly, the shareholders of WFC will be
asked to approve the following resolution at the Annual Meeting:

                  RESOLVED,  that the Winton  Financial  Corporation  1999 Stock
                  Option and Incentive Plan be, and it hereby is, approved.


                      PROPOSAL FOUR - SELECTION OF AUDITORS

         The  Board  of  Directors  has  selected  Grant  Thornton  LLP  ("Grant
Thornton")  as the  auditors of WFC for the current  fiscal year and  recommends
that the  shareholders  ratify the  selection.  Grant  Thornton  has audited the
financial  statements  of WFC or Winton  since 1985.  Management  expects that a
representative  of Grant  Thornton will be present at the Annual  Meeting,  will
have the  opportunity  to make a  statement  if he or she so desires and will be
available to respond to appropriate questions.

         The Board of Directors  recommends a vote FOR the  ratification  of the
selection of Grant Thornton as auditors for the current fiscal year.


                 PROPOSALS OF SECURITY HOLDERS AND OTHER MATTERS

         Any proposals of qualified  shareholders intended to be included in the
proxy  statement for the 2000 Annual  Meeting of  Shareholders  of WFC should be
sent to WFC by certified  mail and must be received by WFC not later than August
30, 1999.  In addition,  if a  shareholder  intends to present a proposal at the
2000 Annual  Meeting  without  including  the  proposal  in the proxy  materials
related to that  meeting,  and if the  proposal is not  received by November 13,
1999, then the proxies  designated by the Board of Directors of WFC for the 2000
Annual Meeting of Shareholders  of WFC may vote in their  discretion on any such
proposal any shares for which they have been appointed  proxies  without mention
of such matter in the proxy statement or on the proxy card for such meeting.

         Management  knows of no other  business which may be brought before the
Annual Meeting, including matters incident to the conduct of the Annual Meeting.
It is the  intention  of the persons  named in the  enclosed  Proxy to vote such
Proxy in  accordance  with their best judgment on any other matters which may be
brought before the Annual Meeting.

         IT IS IMPORTANT THAT PROXIES BE RETURNED  PROMPTLY.  WHETHER OR NOT YOU
EXPECT TO ATTEND  THE  MEETING  IN  PERSON,  YOU ARE URGED TO FILL IN,  SIGN AND
RETURN THE PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE.

                                             By Order of the Board of Directors




Cincinnati, Ohio                             Robert L. Bollin
December 28, 1998                            President







                                       16
<PAGE>



                                    EXHIBIT A

                          WINTON FINANCIAL CORPORATION
                      1999 STOCK OPTION AND INCENTIVE PLAN


     1.  Purpose.  The purpose of the Winton  Financial  Corporation  1999 Stock
Option and Incentive  Plan (this "Plan") is to promote and advance the interests
of Winton Financial Corporation (the "Company") and its shareholders by enabling
the  Company  to  attract,  retain and reward  directors,  managerial  and other
employees  of the  Company  and  any  Subsidiary  (hereinafter  defined)  and to
strengthen  the mutuality of interests  between such directors and employees and
the Company's shareholders by providing such persons with a proprietary interest
in pursuing the long-term  growth,  profitability  and financial  success of the
Company.

     2.  Definitions.  For purposes of this Plan, the following terms shall have
the meanings set forth below:

          (a) "Award"  means the grant by the  Committee of an  Incentive  Stock
     Option, a Non-Qualified  Stock Option or a Stock Appreciation Right, or any
     combination thereof, as provided in the Plan.

          (b) "Board" means the Board of Directors of the Company.

          (c) "Code" means the Internal Revenue Code of 1986, as amended, or any
     successor  thereto,  together with rules,  regulations and  interpretations
     promulgated thereunder.

          (d)  "Committee"  means  the  Committee  of the Board  constituted  as
     provided in Section 3 of this Plan.

          (e) "Common Shares" means the common shares, without par value, of the
     Company or any security of the Company issued in substitution,  in exchange
     or in lieu thereof.

          (f) "Company" means Winton Financial Corporation, an Ohio corporation,
     or any successor corporation.

          (g)  "Employment"  means  regular  employment  with the  Company  or a
     Subsidiary and does not include service as a director only.

          (h) "ERISA" means the Employment  Retirement  Income  Security Act, as
     amended,  or any successor  thereto,  together with rules,  regulations and
     interpretations promulgated thereunder.

          (i)  "Exchange  Act" means the  Securities  Exchange  Act of 1934,  as
     amended, or any successor statute.

          (j) "Fair Market  Value" shall mean the average of the highest and the
     lowest selling price on the American Stock Exchange,  Inc. on the date such
     Stock  Option is granted  or, if there were no sales on such date,  then on
     the next prior business day on which there was a sale.

          (k) "Incentive  Stock Option" means any Stock Option granted  pursuant
     to the  provisions of Section 6 of this Plan which is intended to be and is
     specifically  designated as an "incentive  stock option" within the meaning
     of Section 422 of the Code.

          (l)  "Non-Qualified  Stock  Option"  means  any Stock  Option  granted
     pursuant  to the  provisions  of  Section  6 of this  Plan  which is not an
     Incentive Stock Option.

          (m) "OTS" means the Office of Thrift  Supervision,  Department  of the
     Treasury.

          (n)  "Participant"  means an  employee or director of the Company or a
     Subsidiary  who is granted a Stock Option under this Plan.  Notwithstanding
     the  foregoing,  for the  purposes of the granting of any  Incentive  Stock
     Option under this Plan, the term "Participant" shall include only employees
     of the Company or a Subsidiary.


                                       17
<PAGE>
          (o) "Plan" means the Winton  Financial  Corporation  1999 Stock Option
     and Incentive Plan, as set forth herein and as it may be hereafter  amended
     from time to time.

          (p) "Related" means (i) in the case of a Stock  Appreciation  Right, a
     Stock  Appreciation  Right which is granted in connection  with, and to the
     extent exercisable,  in whole or in part, in lieu of, an Option and (ii) in
     the case of an Option, an Option with respect to which and to the extent to
     which a Stock  Appreciation  Right is exercisable,  in whole or in part, in
     lieu thereof has been granted.

          (q)  "Repurchase  Right" means the right defined in Section 10 of this
     Plan.

          (r) "Stock  Appreciation  Right" means a Stock Appreciation Right with
     respect to shares granted by the Committee pursuant to Section 11 hereof.

          (s) "Stock  Option" means an award to purchase  Common Shares  granted
     pursuant to the provisions of Section 6 of this Plan.

          (t) "Subsidiary"  means any corporation or entity in which the Company
     directly or  indirectly  controls  50% or more of the total voting power of
     all  classes  of its  stock  having  voting  power  and  includes,  without
     limitation, The Winton Savings and Loan Co.

          (u)  "Terminated  for  Cause"  means  any  removal  of a  director  or
     discharge  of an employee for personal  dishonesty,  incompetence,  willful
     misconduct, breach of fiduciary duty involving personal profit, intentional
     failure to perform stated duties, willful violation of a material provision
     of any law,  rule or regulation  (other than traffic  violations or similar
     offenses),  a material violation of a final  cease-and-desist  order or any
     other  action of a director  or  employee  which  results in a  substantial
     financial loss to the Company or a Subsidiary.

         3.       Administration.

          (a) This Plan shall be administered  by the Committee,  which shall be
     comprised of not fewer than three of the members of the Board.  The members
     of the Committee shall be appointed from time to time by the Board. Members
     of the  Committee  shall serve at the pleasure of the Board,  and the Board
     may  from  time to  time  remove  members  from,  or add  members  to,  the
     Committee.  A majority of the members of the Committee  shall  constitute a
     quorum for the transaction of business.  An action approved in writing by a
     majority of the members of the  Committee  then  serving  shall be fully as
     effective  as if the action had been taken by  unanimous  vote at a meeting
     duly called and held.

          (b) The Committee is  authorized  to construe and interpret  this Plan
     and to  make  all  other  determinations  necessary  or  advisable  for the
     administration of this Plan. The Committee may designate persons other than
     members  of the  Committee  to carry out its  responsibilities  under  such
     conditions and limitations as it may prescribe. Any determination, decision
     or  action  of  the   Committee  in  connection   with  the   construction,
     interpretation, administration, or application of this Plan shall be final,
     conclusive and binding upon all persons  participating in this Plan and any
     person validly  claiming  under or through  persons  participating  in this
     Plan.  The Company  shall effect the granting of Stock  Options  under this
     Plan in  accordance  with  the  determinations  made by the  Committee,  by
     execution  of  instruments  in  writing  in such  form as  approved  by the
     Committee.

         4.       Duration of, and Common Shares Subject to, this Plan.

          (a) Term.  This Plan  shall  terminate  on the date  which is ten (10)
     years from the date on which this Plan is adopted by the Board, except with
     respect to Stock Options then outstanding.  Notwithstanding  the foregoing,
     no  Incentive  Stock  Option may be granted  under this Plan after the date
     which is ten (10)  years from the date on which this Plan is adopted by the
     Board or the date on which this Plan is approved by the shareholders of the
     Company, whichever is earlier.



                                       18
<PAGE>
          (b) Common Shares Subject to Plan. The maximum number of Common Shares
     in respect  of which  Awards  may be  granted  under this Plan,  subject to
     adjustment as provided in Section 9 of this Plan,  shall be 401,530  Common
     Shares.

     For the purpose of computing  the total number of Common  Shares  available
for Awards  under this  Plan,  there  shall be  counted  against  the  foregoing
limitations  the number of Common  Shares  subject to issuance  upon exercise or
settlement  of Stock  Options as of the dates on which such  Stock  Options  are
granted.  If any Stock  Options  or Stock  Appreciation  Rights  are  forfeited,
terminated or exchanged for other Stock Appreciation Rights or Stock Options, or
expire  unexercised,  the Common Shares which were  theretofore  subject to such
Awards shall again be available for Awards under this Plan to the extent of such
forfeiture, termination or expiration of such Awards.

     Common Shares which may be issued under this Plan may be either  authorized
and unissued  shares or issued shares which have been reacquired by the Company.
No fractional shares shall be issued under this Plan.

     5.  Eligibility  and Grants.  Persons  eligible  for Awards under this Plan
shall consist of directors and managerial and other key employees of the Company
or a Subsidiary who hold positions with  significant  responsibilities  or whose
performance or potential  contribution,  in the judgment of the Committee,  will
benefit the future  success of the Company or a  Subsidiary.  In  selecting  the
directors  and  employees  to whom  Awards will be made and the number of shares
subject to such Awards,  the Committee  shall consider the position,  duties and
responsibilities  of the eligible  directors and  employees,  the value of their
services to the Company and the Subsidiaries and any other factors the Committee
may deem relevant.

     6. Stock Options.  Stock Options granted under this Plan may be in the form
of  Incentive  Stock  Options or  Non-Qualified  Stock  Options,  and such Stock
Options shall be subject to the following  terms and conditions and in such form
as the Committee may from time to time approve and shall contain such additional
terms and conditions as the Committee  shall deem  desirable,  not  inconsistent
with the express provisions of the Plan:

          (a) Grant.  Stock  Options may be granted under this Plan on terms and
     conditions not inconsistent with the provisions of this Plan.

          (b) Stock Option  Price.  The option  exercise  price per Common Share
     purchasable  under a Stock Option shall be  determined  by the Committee at
     the time of grant;  provided,  however, that in no event shall the exercise
     price of an  Incentive  Stock  Option be less than 100% of the Fair  Market
     Value of the Common Shares on the date of the grant of such Incentive Stock
     Option,   and  in  the  case  of  a  Participant  who  owns  Common  Shares
     representing more than 10% of the outstanding  Common Shares at the time an
     Incentive  Stock Option is granted,  the option  exercise price shall in no
     event be less than 110% of the Fair  Market  Value of the Common  Shares at
     the time the Incentive Stock Option is granted to such Participant.

          (c) Stock Option Terms. Subject to the right of the Company to provide
     for  earlier  termination  in the  event  of  any  merger,  acquisition  or
     consolidation involving the Company, the term of each Stock Option shall be
     fixed by the Committee;  provided,  however,  that the term of an Incentive
     Stock Option will not exceed ten years after the date the  Incentive  Stock
     Option  is  granted;  provided  further,  however,  that  in the  case of a
     Participant who owns a number of Common Shares  representing  more than 10%
     of the Common Shares  outstanding at the time the Incentive Stock Option is
     granted,  the term of the  Incentive  Stock  Option  shall not exceed  five
     years.

          (d) Exercisability.  Except as set forth in this Plan or as designated
     by the  Committee at the time of grant,  Stock  Options  awarded under this
     Plan shall be immediately exercisable in full.

          (e) Method of Exercise.  A Stock Option may be exercised,  in whole or
     in part, by giving written notice of exercise to the Company specifying the
     number of Common Shares to be purchased.  Such notice shall be  accompanied
     by payment in full of the purchase  price in cash or, if  acceptable to the
     Committee in its sole  discretion,  in Common  Shares  already owned by the
     Participant,  or by surrendering  outstanding Stock Options.  The Committee
     may also permit Participants,  either on a selective or aggregate basis, to
     simultaneously  exercise  Stock  Options  and sell  Common  Shares  thereby
     acquired,  pursuant  to a  brokerage  or similar  arrangement,  approved in
     advance by the Committee, and use the proceeds from such sale as payment of
     the purchase price of such shares.


                                       19
<PAGE>
          (f)  Special  Rule  for  Incentive  Stock  Options.  With  respect  to
     Incentive  Stock  Options  granted  under  this  Plan,  to the  extent  the
     aggregate Fair Market Value  (determined as of the date the Incentive Stock
     Option is granted) of the number of shares with respect to which  Incentive
     Stock  Options  are  exercisable  under  all  plans  of  the  Company  or a
     Subsidiary  for the first time by a  Participant  during any calendar  year
     exceeds $100,000,  or such other limit as may be required by the Code, such
     Stock  Options shall be  Non-Qualified  Stock Options to the extent of such
     excess.

     7. Effect of  Termination  of  Employment,  Disability,  Death or Change in
Control .

          (a) Except in the event of the death or disability of a Participant or
     in the event a Participant is Terminated for Cause,  upon the  resignation,
     removal or retirement from the board of directors of any Participant who is
     a  director  of the  Company or a  Subsidiary  or upon the  termination  of
     Employment  of a  Participant  who is not a  director  of the  Company or a
     Subsidiary,  all Stock Options which have not yet become  exercisable shall
     thereupon  terminate and be of no further force or effect,  and, unless the
     Committee shall  specifically state otherwise at the time a Stock Option is
     granted, all Stock Options which have become exercisable shall terminate if
     they are not exercised by the earlier of (i) the  respective  dates of such
     Stock  Options  or (ii) the  date  which is three  (3)  months  after  such
     resignation, removal, retirement or termination of Employment.

          (b) Unless the Committee  shall  specifically  state  otherwise at the
     time a Stock Option is granted,  all Stock Options  granted under this Plan
     shall  become  exercisable  in  full  on  the  date  of  termination  of  a
     Participant's  employment or directorship  with the Company or a Subsidiary
     because  of his death or  disability,  and,  subject  to  extension  by the
     Committee,  all Stock  Options  shall  terminate  if not  exercised  by the
     earlier of (i) the respective expiration dates of any such Stock Options or
     (ii) the date which is twelve (12) months after the Participant's  death or
     disability.

          (c) Unless the Committee  shall  specifically  state  otherwise at the
     time a  Stock  Option  is  granted,  in the  event  the  Employment  or the
     directorship  of a Participant  is Terminated  for Cause,  any Stock Option
     which has not been exercised  shall terminate and be of no further force or
     effect as of the date the Participant is Terminated for Cause.

          (d) All outstanding Stock Options shall become immediately exercisable
     in the event of a change in  control or  imminent  change in control of the
     Company or any Subsidiary,  as determined by the Committee. For purposes of
     this Section 7,  "change in control"  shall mean:  (i) the  execution of an
     agreement for the sale of all, or a material  portion of, the assets of the
     Company  or The  Winton  Savings  and Loan Co.;  (ii) the  execution  of an
     agreement  for a merger or  recapitalization  of the  Company or The Winton
     Savings and Loan Co. or any merger or recapitalization  whereby the Company
     or The Winton  Savings and Loan Co. is not the  surviving  entity;  (iii) a
     change of control of the  Company or The Winton  Savings  and Loan Co.,  as
     defined or  determined  by the OTS;  or (iv) the  acquisition,  directly or
     indirectly,  of the  beneficial  ownership  (within the meaning of the term
     "beneficial  ownership"  as defined under Section 13(d) of the Exchange Act
     and the rules promulgated  thereunder) of twenty-five percent (25%) or more
     of the outstanding  voting  securities of the Company or The Winton Savings
     and Loan Co. by any person,  trust,  entity or group.  For purposes of this
     Section  7,  "imminent  change  in  control"  shall  refer to any  offer or
     announcement,  oral or written,  by any person or any  persons  acting as a
     group, to acquire control of the Company or The Winton Savings and Loan Co.
     as to which an  application  or notice has been filed with the OTS and such
     application has been approved or such notice has not been disapproved.

     8.  Non-transferability  of Stock Options. No Stock Option under this Plan,
and no rights or interests  therein,  shall be assignable or  transferable  by a
Participant  except by will or the laws of descent and distribution.  During the
lifetime of a Participant,  Stock Options are exercisable  only by, and payments
in settlement of Stock Options will be payable only to, the  Participant  or his
or her legal representative.

     9. Adjustments Upon Changes in Capitalization.

          (a) The existence of this Plan and the Awards granted  hereunder shall
     not  affect or  restrict  in any way the right or power of the Board or the
     shareholders  of the  Company  to  make or  authorize  the  following:  any
     adjustment,  recapitalization,   reorganization  or  other  change  in  the
     Company's  capital  structure or its business;  any merger,  acquisition or


                                       20
<PAGE>
     consolidation of the Company; any issuance of bonds, debentures,  preferred
     or prior  preference  stocks ahead of or affecting  the  Company's  capital
     stock or the rights thereof;  the dissolution or liquidation of the Company
     or any sale or  transfer of all or any part of its assets or  business;  or
     any other corporate act or proceeding,  including any merger or acquisition
     which would  result in the  exchange of cash,  stock of another  company or
     options to purchase the stock of another company for any Awards outstanding
     at the time of such  corporate  transaction  or  which  would  involve  the
     termination  of all  Awards  outstanding  at the  time  of  such  corporate
     transaction.

          (b) In the event of any change in capitalization  affecting the Common
     Shares  of  the   Company,   such  as  a  stock   dividend,   stock  split,
     recapitalization, merger, consolidation, spin-off, split-up, combination or
     exchange  of shares or other form of  reorganization,  or any other  change
     affecting the Common Shares, such proportionate adjustments, if any, as the
     Board in its discretion  may deem  appropriate to reflect such change shall
     be made with  respect to the  aggregate  number of Common  Shares for which
     Awards in respect  thereof  may be granted  under  this Plan,  the  maximum
     number of Common  Shares  which may be sold or awarded to any  Participant,
     the number of Common  Shares  covered by each  outstanding  Award,  and the
     exercise price per share in respect of outstanding Awards.

     10. Right of Repurchase and Restrictions on Disposition.  The Committee, in
its sole  discretion,  may include,  as a term of any Incentive  Stock Option or
Non-Qualified Stock Option, the right (hereinafter the "Repurchase  Right"), but
not the  obligation,  to  repurchase  all or any  amount  of the  Common  Shares
acquired by a  Participant  pursuant to the  exercise of any such  options.  The
Repurchase  Right shall provide for, among other terms, a specified  duration of
the  Repurchase  Right,  a specified  price per Common Share to be paid upon the
exercise of the  Repurchase  Right and a restriction  on the  disposition of the
Common Shares by the Participant  during the period of the Repurchase Right. The
Repurchase  Right may permit the  Company to  transfer  or assign  such right to
another party.  The Company may exercise the Repurchase Right only to the extent
permitted by applicable law.

     11. Stock  Appreciation  Rights. A Stock Appreciation Right shall, upon its
exercise,  entitle  the  Participant  to whom such Stock  Appreciation  Right is
granted,  to  receive  a  number  of  Common  Shares  or an  amount  of  cash or
combination  thereof,  as the Committee in its discretion shall  determine,  the
aggregate  value of which  (i.e.,  the sum of the amount of cash and/or the fair
market  value of such  Common  Shares on the date of  exercise)  shall equal (as
nearly as  possible)  the amount by which the Fair Market Value per Common Share
on the date of such  exercise  shall  exceed  the  exercise  price of such Stock
Appreciation  Right,  multiplied  by the number of Common Shares with respect to
which  such  Stock  Appreciation  Right  shall  have  been  exercised.  A  Stock
Appreciation  Right may be Related to an option or may be granted  independently
of any option and the  Committee  shall  determine  whether and to what extent a
Related  Stock  Appreciation  Right  shall  be  granted  with  respect  therein;
provided, however, that notwithstanding any other provision of this Plan, in the
event that the Related  Option is an Incentive  Stock Option,  the Related Stock
Appreciation Right shall satisfy all the applicable restrictions and limitations
of  Section  6  hereof  as if such  Related  Stock  Appreciation  Right  were an
Incentive  Stock Option.  In the case of a Related  Stock  Option,  such Related
Stock Option shall cease to be exercisable to the extent of the Common Shares to
which the Related Stock Appreciation  Right was exercised.  Upon the exercise or
termination  of a Related Stock Option,  any Related  Stock  Appreciation  Right
shall  terminate  to the extent of the Common  Shares with  respect to which the
Related Stock Option was exercised or terminated.


     12. Amendment and Termination of this Plan. Without further approval of the
shareholders,  the Board may at any time  terminate  this Plan,  or may amend it
from time to time in such respects as the Board may deem advisable,  except that
the Board may not,  without  approval of the  shareholders,  make any  amendment
which would (a)  increase  the  aggregate  number of Common  Shares which may be
issued  under this Plan  (except for  adjustments  pursuant to Section 9 of this
Plan),   (b)  materially   modify  the   requirements   as  to  eligibility  for
participation in this Plan, or (c) materially  increase the benefits accruing to
Participants  under this Plan.  The above  notwithstanding,  the Board may amend
this Plan to take into account changes in applicable securities,  federal income
tax and other applicable laws.

     13.  Modification  of Options.  The Board may  authorize  the  Committee to
direct the execution of an  instrument  providing  for the  modification  of any
outstanding Stock Option which the Board believes to be in the best interests of
the Company; provided, however, that no such modification,  extension or renewal
shall confer on the holder of such Stock Option any right or benefit which could
not be  conferred  on him by the  grant of a new  Stock  Option at such time and
shall not materially decrease the Participant's  benefits under the Stock Option
without  the  consent of the  holder of the Stock  Option,  except as  otherwise
permitted under this Plan.

                                       21
<PAGE>
     14. Miscellaneous.

          (a) Tax  Withholding.  The Company shall have the right to deduct from
     any settlement  made under this Plan,  including the delivery or vesting of
     Common  Shares,  any federal,  state or local taxes of any kind required by
     law to be  withheld  with  respect to such  payments  or to take such other
     action as may be  necessary  in the  opinion of the  Company to satisfy all
     obligation  for the  payment of such  taxes.  If Common  Shares are used to
     satisfy  tax  withholding,  such shares  shall be valued  based on the Fair
     Market Value when the tax withholding is required to be made.

          (b) No Right to Employment.  Neither the adoption of this Plan nor the
     granting  of any Award shall  confer upon any  employee of the Company or a
     Subsidiary  any  right  to  continued  Employment  with  the  Company  or a
     Subsidiary,  as the case may be, nor shall it interfere in any way with the
     right of the Company or a Subsidiary to terminate the  Employment of any of
     its employees at any time, with or without cause.

          (c)  Annulment of Stock  Options.  The grant of any Stock Option under
     this Plan payable in cash is  provisional  until cash is paid in settlement
     thereof.  The grant of any Stock  Option  under this Plan payable in Common
     Shares  is  provisional  until  the  Participant  becomes  entitled  to the
     certificate  in  settlement  thereof.  In the event the  Employment  or the
     directorship  of a Participant  is Terminated  for Cause,  any Stock Option
     which is provisional shall be annulled as of the date of such termination.

          (d) Other  Company  Benefit and  Compensation  Programs.  Payments and
     other  benefits  received by a Participant  under an Award made pursuant to
     this Plan shall not be deemed a part of a Participant's regular,  recurring
     compensation for purposes of the termination indemnity or severance pay law
     of any country  and shall not be  included  in, nor have any effect on, the
     determination  of benefits under any other employee benefit plan or similar
     arrangement  provided by the Company or a  Subsidiary  unless  expressly so
     provided by such other plan or  arrangement,  or except where the Committee
     expressly  determines  that an  Award or  portion  of an  Award  should  be
     included to accurately  reflect  competitive  compensation  practices or to
     recognize  that an Award has been made in lieu of a portion of  competitive
     annual  cash  compensation.  An  Award  under  this  Plan  may be  made  in
     combination with or in tandem with, or as an alternative to, grants,  stock
     options or payments  under any other plans of the Company or a  Subsidiary.
     This Plan  notwithstanding,  the Company or any  Subsidiary  may adopt such
     other compensation programs and additional compensation  arrangements as it
     deems necessary to attract,  retain and reward  directors and employees for
     their service with the Company and its Subsidiaries.

          (e)  Securities  Law  Restrictions.  No Common  Shares shall be issued
     under this Plan unless counsel for the Company shall be satisfied that such
     issuance will be in compliance with applicable federal and state securities
     laws.  Certificates  for  Common  Shares  delivered  under this Plan may be
     subject  to  such  stop-transfer  orders  and  other  restrictions  as  the
     Committee  may deem  advisable  under  the  rules,  regulations  and  other
     requirements of the Securities and Exchange Commission,  any stock exchange
     upon which the Common Shares are then listed, and any applicable federal or
     state securities law. The Committee may cause a legend or legends to be put
     on  any  such   certificates   to  make   appropriate   reference  to  such
     restrictions.

          (f) Award Agreement.  Each  Participant  receiving an Award under this
     Plan shall enter into an agreement  with the Company in a form specified by
     the  Committee  agreeing to the terms and  conditions of the Award and such
     related matters as the Committee shall, in its sole discretion, determine.

          (g) Cost of Plan.  The costs and expenses of  administering  this Plan
     shall be borne by the Company.

          (h) Governing Law. This Plan and all actions taken  hereunder shall be
     governed by and construed in accordance with the laws of the State of Ohio,
     except to the extent that federal law shall be deemed applicable.

          (i)  Effective  Date.  This Plan shall be effective  upon the later of
     adoption by the Board and approval by the Company's shareholders. This Plan
     shall be  submitted to the  shareholders  of the Company for approval at an
     annual or special meeting of shareholders held within twelve (12) months of
     the adoption of the Plan by the Board.