Winton Financial Corporation

                          BUSINESS OF WINTON FINANCIAL


Winton Financial  Corporation,  an Ohio corporation  ("Winton  Financial" or the
"Corporation"),  is a unitary savings and loan holding company which owns all of
the  outstanding  common  shares of The  Winton  Savings  and Loan Co.,  an Ohio
savings and loan association ("Winton Savings" or the "Company").

The activities of Winton  Financial  have been limited  primarily to holding the
stock of Winton  Savings.  Organized in 1887 under the laws of the state of Ohio
as  a  mutual  savings  and  loan  association,  Winton  Savings  completed  its
conversion to stock form in fiscal 1988 and completed merger  transactions  with
BenchMark  Federal Savings Bank  ("BenchMark") and Blue Chip Savings Bank ("Blue
Chip") in June 1999 and January 1996,  respectively,  in transactions  accounted
for as pooling of interests. Winton Savings conducts business from its principal
office in the  Monfort  Heights  area of  Cincinnati,  Ohio,  and its six branch
offices in Hamilton County,  Ohio, and is principally engaged in the business of
making first mortgage loans to finance the purchase, construction or improvement
of residential or other real property. In August 1998, Winton Savings opened its
first loan  production  office in the Western Hills area of  Cincinnati.  Winton
Savings' primary business activity, mortgage lending, had another year of strong
growth in fiscal 1999, which can be attributed to its strong lending  operation,
to an  aggressive  marketing  and  selling  effort of its lending  products  and
services to the communities in its market area and to the continued  development
of  innovative  lending  programs  that give Winton  Savings a more  competitive
advantage.  Looking  ahead,  Winton  Savings  believes that this lending  office
concept will provide a great  opportunity  to enhance its already strong lending
operation.

Winton  Savings  also  invests  in U.S.  government  guaranteed  mortgage-backed
securities and investment  securities issued by the U.S. government and agencies
thereof.  Funds for lending and investment  are obtained  primarily from savings
deposits, loan principal and interest repayments,  mortgage sales and borrowings
from the Federal  Home Loan Bank (the  "FHLB") of  Cincinnati,  of which  Winton
Savings is a member.

Winton  Financial is subject to regulation,  supervision  and examination by the
Office of Thrift  Supervision  of the U.S.  Department  of Treasury (the "OTS").
Winton Savings is subject to regulation, supervision and examination by the OTS,
the Federal Deposit Insurance  Corporation (the "FDIC") and the Ohio Division of
Financial Institutions.  Deposits in Winton Savings are insured up to applicable
limits by the FDIC.


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


As of December 1, 1999, Winton Financial had 4,405,214 common shares outstanding
and held of record by approximately 441 shareholders. The number of shareholders
does not reflect the number of persons or entities who may hold stock in nominee
or "street"  name  through  brokerage  firms or others.  From 1993 to July 1997,
Winton  Financial's  common  shares  were listed on The Nasdaq  SmallCap  Market
("Nasdaq").  In July 1997, Winton  Financial's  common shares were listed on the
American Stock Exchange, Inc. ("Amex") under the symbol "WFI".

Presented  on the  next  page  are the  high and low  sales  prices  for  Winton
Financial's  common shares,  as well as the amount of cash dividends paid on the
common shares for each quarter of fiscal 1999 and 1998. Such sales prices do not
include  retail  financial  markups,  markdowns,  or  commissions.   Information
relating to sales prices has been obtained from Amex.

                                       1
<PAGE>


                          Winton Financial Corporation

                MARKET PRICE OF WINTON FINANCIAL'S COMMON SHARES
                 AND RELATED SECURITY HOLDER MATTERS (CONTINUED)


<TABLE>
<CAPTION>

                                                                                    Cash
Fiscal Year Ending September 30,          High               Low               dividends

1999
<S>                                         <C>               <C>                  <C>
Quarter ending December 31, 1998          $14.75              $10.88             $.0750
Quarter ending March 31, 1999              15.50               12.50              .0750
Quarter ending June 30, 1999               13.88               11.00              .0750
Quarter ending September 30, 1999          15.50               10.38              .0750

1998

Quarter ending December 31, 1997          $10.31              $ 8.81             $.0625
Quarter ending March 31, 1998              15.13               10.19              .0625
Quarter ending June 30, 1998               20.63               14.75              .0625
Quarter ending September 30, 1998          16.44                9.75              .0625

</TABLE>

The earnings of Winton  Financial  consist  primarily  of dividends  from Winton
Savings. In addition to certain federal income tax  considerations,  regulations
issued by the OTS  impose  limitations  on the  payment of  dividends  and other
capital distributions by savings associations.  Under the regulations, a savings
association  that,  immediately  prior to, and on a pro-forma basis after giving
effect to a proposed capital distribution,  has total capital (as defined by OTS
regulations)   that  is  equal  to  or   greater   than   the   amount   of  its
"well-capitalized"  capital  requirement,  is generally  permitted,  without OTS
approval (but subsequent to 30 days' prior notice of the planned dividend to the
OTS) to make capital  distributions  during a calendar  year in an amount not to
exceed  its net income  for that year to date plus its  retained  income for the
preceding two years.  Savings associations which have total capital in excess of
the "well-capitalized" capital requirement,  and which have been notified by the
OTS that they are in need of more than  normal  supervision  will be  subject to
greater restrictions on dividends. In addition, a savings association that fails
to meet current  minimum  capital  requirements  is  prohibited  from making any
capital  distributions  without the prior  approval of the OTS.  Winton  Savings
currently meets the definition of a  "well-capitalized"  institution and, unless
the OTS determines  that Winton  Savings is an  institution  requiring more than
normal  supervision,   may  pay  dividends  in  accordance  with  the  foregoing
provisions of the OTS regulations.











                                       2
<PAGE>


                          Winton Financial Corporation

                 SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA


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

                                                                               At September 30,
Statement of Financial Condition Data: (1)            1999           1998           1997            1996           1995
                                                                               (In thousands)
<S>                                                  <C>             <C>           <C>              <C>            <C>
Total amount of:
  Assets                                          $466,278       $408,938       $371,233        $341,680       $293,483
  Interest-bearing deposits in other financial
    institutions                                       434          4,879          3,782           1,046          4,483
  Investment securities (2)                         22,385         20,437         16,231          12,309         13,080
  Mortgage-backed securities (2)                    13,943         16,801         20,149          24,780         26,098
  Loans receivable, net (3)                        413,550        351,369        317,830         290,885        238,087
  Deposits                                         312,072        306,343        279,034         261,548        235,316
  FHLB advances                                    116,532         67,404         61,754          51,889         31,089
  Shareholders' equity - net, restricted            32,140         30,387         26,610          23,915         23,753
</TABLE>

<TABLE>
<CAPTION>
                                                                       Year ended September 30,
Statement of Earnings Data: (1)                       1999           1998           1997            1996           1995
                                                                    (In thousands, except share data)
<S>                                                   <C>            <C>            <C>             <C>            <C>
Total interest income                              $32,896        $30,793        $27,746         $24,131        $21,869
Total interest expense                             (20,313)       (19,112)       (17,157)        (14,825)       (12,761)
                                                    ------         ------         ------          ------         ------
Net interest income                                 12,583         11,681         10,589           9,306          9,108
Provision for losses on loans                         (160)           (86)            (6)           (279)           (88)
                                                    ------         ------         ------          ------         ------
Net interest income after provision for
  losses on loans                                   12,423         11,595         10,583           9,027          9,020
Other income                                         2,234          2,233          1,756           1,600            717
General, administrative and other expense          (10,077)        (7,606)        (7,153)         (9,051)        (6,708)
                                                    ------         ------         ------          ------         ------
Earnings before income taxes                         4,580          6,222          5,186           1,576          3,029
Federal income taxes                                (1,640)        (2,092)        (1,709)           (536)        (1,001)
                                                    ------         ------         ------          ------         ------
Net earnings                                       $ 2,940        $ 4,130        $ 3,477         $ 1,040        $ 2,028
                                                    ======         ======         ======          ======         ======

Earnings per share
  Basic  (1)                                        $0.67           $0.94          $0.80          $0.24           $0.47
                                                     ====            ====           ====           ====            ====
  Diluted (1)                                       $0.64           $0.90          $0.79          $0.24           $0.47
                                                     ====            ====           ====           ====            ====
</TABLE>

(1)  The financial data as of and for the fiscal years ended  September 30, 1995
     through  1998,  inclusive,  have  been  restated  to  give  effect  to  the
     combination  with  BenchMark.  The merger has been  accounted for using the
     pooling-of-interests method of accounting.
(2)  Includes  securities  designated as available for sale. See Note A-2 of the
     Consolidated  Financial  Statements  for additional  information  regarding
     Statement of Financial Accounting Standards ("SFAS") No. 115.
(3)  Includes loans held for sale.


                                       3
<PAGE>


                          Winton Financial Corporation

           SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA (CONTINUED)

<TABLE>
<CAPTION>

                                                                       Year ended September 30,
Other Data:  (1)                                      1999           1998           1997            1996           1995
<S>                                                    <C>            <C>            <C>             <C>            <C>
Interest rate spread                                  2.63%          2.65%          2.75%          2.72%           3.02%
Return on average equity                              9.32          14.42          13.76           4.31            8.79
Return on average assets                               .67           1.05            .98            .33             .62
Shareholders' equity to assets                        6.89           7.43           7.17           7.00            8.09

Number of:
  Loans outstanding                                  7,065          6,936          6,616           6,449          5,504
  Deposit accounts                                  26,058         26,503         25,495          25,587         24,694
  Full service offices                                   7              8              8               8              7

</TABLE>







































                                       4
<PAGE>


                          Winton Financial Corporation

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


General

Winton  Financial's  activities  primarily  have  been  limited  to  owning  the
outstanding  common shares of Winton  Savings.  Therefore,  the discussion  that
follows focuses on the comparison of Winton Savings'  operations in fiscal 1999,
1998 and 1997.


Forward-Looking Statements

In the following pages,  management  presents an analysis of Winton  Financial's
financial  condition as of September 30, 1999, and the results of operations for
fiscal  1999,   compared  to  prior  years.   In  addition  to  this  historical
information,  the following discussion contains forward-looking  statements that
involve risks and  uncertainties.  Economic  circumstances,  Winton  Financial's
operations and Winton Financial's actual results could differ significantly from
those  discussed  in the  forward-looking  statements.  Some of the factors that
could cause or contribute  to such  differences  are  discussed  herein but also
include  changes in the economy and  interest  rates in the nation and in Winton
Financial's general market area.

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

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

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

3.   The discussion of legislation enacted under the  "Gramm-Leach-Bliley  Act,"
     as set forth  under  "Potential  Impact of  Current  Legislation  on Future
     Results of Operations;"

4.   Management's  determination of the amount and adequacy of the allowance for
     loan  losses  as set  forth  under  "Discussion  of  Changes  in  Financial
     Condition  from  September 30, 1998 to September 30, 1999,"  "Comparison of
     Results of  Operations  for the Fiscal Years Ended  September  30, 1999 and
     1998" and  "Comparison  of Results of Operations for the Fiscal Years Ended
     September 30, 1998 and 1997;"

5.   Management's  determination  of the  effects  of the  year  2000 on  Winton
     Financial's  information  technology  systems as set forth under "Year 2000
     Compliance Matters;" and

6.   Management's estimate as to the effects of recent accounting pronouncements
     as set forth under "Effects of Recent Accounting Pronouncements."








                                       5
<PAGE>


                          Winton Financial Corporation

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (CONTINUED)


Discussion  of  Changes  in  Financial  Condition  from  September  30,  1998 to
September 30, 1999

Winton Financial's  consolidated  assets totaled $466.3 million at September 30,
1999, an increase of $57.3  million,  or 14.0%,  over September 30, 1998 levels.
The current year's growth  followed an increase in assets of $37.7  million,  or
10.2%,  during fiscal 1998. Winton Financial's growth over the last two years is
generally  indicative of  management's  efforts to increase net interest  income
levels by  effectively  leveraging  the  capital  base.  Fiscal  1999 growth was
primarily  funded by an increase in advances from the FHLB of $49.1 million,  by
growth in deposits of $5.7  million and an increase in  shareholders'  equity of
$1.8 million.

Cash and interest-bearing deposits decreased during fiscal 1999 by $5.0 million,
or  70.6%,  to a  total  of $2.1  million  at  September  30,  1999.  Investment
securities  totaled  $22.4  million at September  30, 1999,  an increase of $1.9
million,  or 9.5%,  over 1998 levels.  This  increase  resulted  from  purchases
totaling  $10.1 million  during fiscal 1999,  which were offset by maturities of
$8.2 million.

Loans receivable,  including loans held for sale, increased by $62.2 million, or
17.7%,  during  fiscal  1999 to a total of  $413.6  million.  This  increase  is
generally  indicative of the favorable interest rate spreads that were available
on the  Company's  portfolio  loans  during the year ended  September  30, 1999.
During fiscal 1999, loan origination volume totaled $286.5 million,  an increase
of $40.1 million,  or 16.3%,  over fiscal 1998. The growth in the loan portfolio
consisted  primarily of $42.8 million in one- to four-family  residential loans,
$3.9 million in  multi-family  residential  loans,  $3.3 million in  residential
construction, $16.5 million in nonresidential real estate, construction and land
loans and $2.2 million in consumer loans,  offset by a $749,000  increase in the
level of  undisbursed  loans in process and a decrease of $5.8  million in loans
held for sale.  Loan sales volume  totaled $99.3  million  during fiscal 1999, a
decrease of $5.4 million, or 5.2%, from fiscal 1998 levels.

At September 30, 1999, the allowance for loan losses of Winton  Savings  totaled
$932,000,  an increase of $15,000 over the level  maintained  at  September  30,
1998. At September 30, 1999, the allowance represented approximately .23% of the
total loan portfolio and 378.9% of total non-performing loans. At that date, the
ratio of total  non-performing loans to total loans amounted to .06% compared to
 .34% at September 30, 1998.  Although management believes that its allowance for
loan losses at September 30, 1999 was adequate based on the available  facts and
circumstances,  there can be no assurance  that additions to such allowance will
not be  necessary  in  future  periods,  which  could  adversely  affect  Winton
Financial's results of operations.

Deposits  totaled  $312.1  million at September  30,  1999,  an increase of $5.7
million,  or 1.9%, over 1998 levels. This increase was comprised of $6.6 million
of growth  in  certificates  of  deposit,  partially  offset  by a  decrease  of
approximately  $888,000 in transaction accounts.  During fiscal 1997, management
elected to employ a strategy  to achieve  growth in the deposit  portfolio  that
included acquisition of brokered certificates of deposit. Such brokered deposits
totaled  $27.3  million  and  $28.5  million  at  September  30,  1999 and 1998,
respectively.



                                       6
<PAGE>


                          Winton Financial Corporation

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (CONTINUED)


Discussion  of  Changes  in  Financial  Condition  from  September  30,  1998 to
September 30, 1999 (continued)

Advances from the FHLB totaled $116.5 million at September 30, 1999, an increase
of $49.1 million,  or 72.9%, over the amount  outstanding at September 30, 1998.
Management  generally utilizes such advances as an alternative source of funding
for loan origination volume.

Shareholders' equity totaled $32.1 million at September 30, 1999, an increase of
$1.8 million,  or 5.8%, over the September 30, 1998 total. The increase resulted
from net earnings of $2.9  million,  coupled  with $90,000 in proceeds  from the
exercise of stock options,  which were  partially  offset by dividends on common
shares totaling $1.3 million.


Comparison  of Results of  Operations  for the Fiscal Years Ended  September 30,
1999 and 1998

General

Net earnings for fiscal 1999 totaled $2.9  million,  a decrease of $1.2 million,
or 28.8%,  from the $4.1  million in net earnings  recorded in fiscal 1998.  The
decrease in net earnings was primarily attributable to a $1.6 million charge for
merger  related  costs,  an increase of $74,000 in the  provision  for losses on
loans and an increase of $897,000 in general,  administrative  and other expense
net of the merger related costs,  which were partially  offset by an increase of
$902,000 in net interest  income and a decrease of $452,000 in the provision for
federal income taxes.

Net Interest Income

Total interest  income amounted to $32.9 million for fiscal 1999, an increase of
$2.1 million,  or 6.8%, over fiscal 1998. The increase resulted primarily from a
$40.4 million,  or 10.4%,  increase in average  interest-earning  assets year to
year,   which  was  partially  offset  by  a  26  basis  point  decline  in  the
weighted-average  yield,  to 7.70% in fiscal 1999.  Interest income on loans and
mortgage-backed  securities totaled $31.2 million in fiscal 1999, an increase of
$2.0 million, or 6.8%, over fiscal 1998. This increase resulted primarily from a
$37.4 million, or 10.4%, increase in the average balance outstanding,  offset by
a decrease  in yield,  from 8.11% in 1998 to 7.84% in 1999.  Interest  income on
investment  securities and  interest-bearing  deposits  totaled $1.7 million,  a
$121,000,  or 7.8%,  increase over fiscal 1998,  due primarily to a $3.0 million
increase in the average balance outstanding,  offset by a decrease in yield from
6.00% in 1998 to 5.80% in 1999.

Interest  expense on deposits totaled $15.2 million for fiscal 1999, an increase
of $176,000,  or 1.2%, over fiscal 1998. The increase resulted  primarily from a
$19.4 million, or 6.7%, increase in the average balance  outstanding,  partially
offset by a decrease in the average cost of deposits,  from 5.17% in fiscal 1998
to 4.91% in fiscal 1999. Interest expense on borrowings totaled $5.1 million for
fiscal  1999,  an increase of $1.0  million,  or 25.3%,  over fiscal  1998,  due
primarily  to a  $21.5  million,  or  31.3%,  increase  in the  average  balance
outstanding,  partially  offset by a decrease of 27 basis  points in the average
cost of borrowings, to 5.62% in fiscal 1999.



                                       7
<PAGE>


                          Winton Financial Corporation

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (CONTINUED)


Comparison  of Results of  Operations  for the Fiscal Years Ended  September 30,
1999 and 1998 (continued)

Net Interest Income (continued)

As a result of the foregoing  changes in interest  income and interest  expense,
net interest income increased by $902,000,  or 7.7%, to a total of $12.6 million
for fiscal 1999,  compared to $11.7  million for fiscal 1998.  The interest rate
spread  declined  by two basis  points,  from 2.65% for fiscal 1998 to 2.63% for
fiscal 1999. The net interest margin amounted to 2.95% for fiscal 1999, compared
to 3.02% for fiscal 1998.

Provision for Losses on Loans

A  provision  for  losses on loans is  charged  to  earnings  to bring the total
allowance for loan losses to a level considered  appropriate by management based
on  historical  experience,  the  volume and type of  lending  conducted  by the
Company,  the  status  of past due  principal  and  interest  payments,  general
economic  conditions,  particularly as such  conditions  relate to the Company's
market area, and other factors  related to the  collectibility  of the Company's
loan  portfolio.  As a result of such analysis,  management  recorded a $160,000
provision  for losses on loans during  fiscal 1999,  an increase of $74,000,  or
86.0%,  over fiscal 1998. The current year provision was due primarily to growth
in the loan  portfolio  during  the  year.  There can be no  assurance  that the
allowance  for loan  losses of the Company  will be adequate to cover  losses on
nonperforming assets in the future.

Other Income

Other income  totaled $2.2 million for each of the fiscal years ended  September
30, 1999 and September  30, 1998.  During  fiscal 1999,  the Company  realized a
$70,000 increase in gain on sale of real estate acquired through foreclosure and
a $148,000,  or 29.2%,  increase in other  operating  income due primarily to an
increase in ATM surcharge  income,  which were partially offset by a decrease of
$205,000,  or 13.0%,  in gain on sale of mortgage loans and a $12,000,  or 7.8%,
decrease  in net  mortgage  servicing  fees.  The  decrease  in  gain on sale of
mortgage loans was due to decreased sales volume year to year.

General, Administrative and Other Expense

General, administrative and other expense totaled $10.1 million for fiscal 1999,
an increase of $2.5 million,  or 32.5%,  over fiscal 1998.  The increase was due
primarily to merger related costs of $1.6 million,  coupled with a $576,000,  or
15.3%,  increase in employee  compensation and benefits,  a $176,000,  or 11.0%,
increase in occupancy and equipment and a $130,000,  or 9.3%,  increase in other
operating expense.






                                       8
<PAGE>


                          Winton Financial Corporation

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (CONTINUED)


Comparison  of Results of  Operations  for the Fiscal Years Ended  September 30,
1999 and 1998 (continued)

General, Administrative and Other Expense (continued)

The  Corporation  incurred  merger related costs as a result of the  combination
with  BenchMark  during fiscal 1999. The increase in employee  compensation  and
benefits resulted primarily from normal merit increases coupled with an increase
in staffing levels year to year. The increase in occupancy and equipment expense
was due primarily to an increase in  depreciation  expense  associated  with the
renovation  of the main office which was  completed  in early  fiscal 1999.  The
increase in other  operating  expenses was due primarily to an increase in costs
generally  related to the increased loan  origination  volume and an increase in
overall operating costs related to the Corporation's growth year to year.

Federal Income Taxes

The  provision for federal  income taxes  decreased by $452,000,  or 21.6%,  for
fiscal 1999,  compared to fiscal 1998. This decrease resulted primarily from the
decrease in net  earnings  before  taxes of $1.6  million,  or 26.4%,  which was
partially  offset  by  the  effects  of  nondeductible   merger  costs.   Winton
Financial's  effective tax rates were 35.8% and 33.6% for the fiscal years ended
September 30, 1999 and 1998, respectively.


Comparison  of Results of  Operations  for the Fiscal Years Ended  September 30,
1998 and 1997

General

Net earnings for fiscal 1998 totaled $4.1 million,  an increase of $653,000,  or
18.8%,  over the $3.5  million in net  earnings  recorded  in fiscal  1997.  The
increase in net earnings was primarily  attributable to a $1.1 million  increase
in net  interest  income and a $477,000  increase  in other  income,  which were
partially offset by an increase of $80,000 in the provision for losses on loans,
an increase of $453,000  in  general,  administrative  and other  expense and an
increase of $383,000 in the provision for federal income taxes.

Net Interest Income

Total interest  income amounted to $30.8 million for fiscal 1998, an increase of
$3.0 million, or 11.0%, over fiscal 1997. The increase resulted primarily from a
$41.1 million,  or 11.9%,  increase in average  interest-earning  assets year to
year.  Interest  income on loans and  mortgage-backed  securities  totaled $29.2
million in fiscal 1998, an increase of $2.7 million, or 10.3%, over fiscal 1997.
This increase resulted primarily from a $35.7 million, or 11.0%, increase in the
average balance  outstanding,  offset by a decrease in yield, from 8.15% in 1997
to 8.11% in 1998. Interest income on investment  securities and interest-bearing
deposits totaled $1.6 million, a $307,000,  or 24.5%, increase over fiscal 1997,
due  primarily to a $5.4 million  increase in the average  balance  outstanding,
offset by a decrease in yield from 6.09% in 1997 to 6.00% in 1998.




                                       9
<PAGE>


                          Winton Financial Corporation

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (CONTINUED)


Comparison  of Results of  Operations  for the Fiscal Years Ended  September 30,
1998 and 1997 (continued)

Net Interest Income (continued)

Interest  expense on deposits totaled $15.1 million for fiscal 1998, an increase
of $1.2 million, or 8.6%, over fiscal 1997. The increase resulted primarily from
a $21.8 million, or 8.1%, increase in the average balance outstanding.  Interest
expense on borrowings totaled $4.1 million,  an increase of $761,000,  or 23.1%,
over fiscal 1997,  due primarily to a $13.1 million,  or 23.6%,  increase in the
average balance outstanding.

As a result of the foregoing  changes in interest  income and interest  expense,
net interest  income  increased by $1.1 million,  or 10.3%,  to a total of $11.7
million for fiscal  1998,  compared to fiscal  1997.  The  interest  rate spread
declined  by 10 basis  points,  from 2.75% for  fiscal  1997 to 2.65% for fiscal
1998.  The net interest  margin  amounted to 3.02% for fiscal 1998,  compared to
3.07% for fiscal 1997.

Provision for Losses on Loans

As a result of an  analysis  of  historical  experience,  the volume and type of
lending conducted by the Company, the status of past due loans, general economic
conditions, particularly as such conditions relate to the Company's market area,
and other factors related to the collectibility of the Company's loan portfolio,
management recorded an $86,000 provision for losses on loans during fiscal 1998.
The fiscal  1998  provision  was  primarily  attributable  to growth in the loan
portfolio during the year.

Other Income

Other income totaled $2.2 million for the fiscal year ended  September 30, 1998,
an increase of $477,000,  or 27.2%,  compared to fiscal 1997, due primarily to a
$673,000 increase in gain on sale of loans and a $37,000,  or 7.9%,  increase in
other operating  income,  which were partially offset by a $167,000  decrease in
net  mortgage  servicing  fees,  a  $36,000  decrease  in the  gain  on  sale of
investment securities designated as available for sale and a $30,000 decrease in
the gain on sale of real estate acquired  through  foreclosure.  The increase in
the gain on sale of loans was due  primarily  to the  increase  in the volume of
loan sales during fiscal 1998.

General, Administrative and Other Expense

General,  administrative and other expense totaled $7.6 million for fiscal 1998,
an increase of  $453,000,  or 6.3%,  over fiscal  1997.  The  increase  resulted
primarily from an increase of $169,000,  or 4.7%, in employee  compensation  and
benefits, a $129,000,  or 8.8%, increase in occupancy and equipment,  a $48,000,
or 15.6%,  increase  in  franchise  taxes,  a  $68,000,  or 34.2%,  increase  in
advertising and a $107,000, or 8.3%, increase in other operating expense,  which
were  partially  offset by a $68,000,  or 28.0%,  decrease  in  federal  deposit
insurance premiums.






                                       10
<PAGE>


                          Winton Financial Corporation

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (CONTINUED)


Comparison  of Results of  Operations  for the Fiscal Years Ended  September 30,
1998 and 1997 (continued)

General, Administrative and Other Expense (continued)

The increase in employee  compensation  and  benefits  resulted  primarily  from
normal merit increases coupled with an increase in staffing levels year to year.
The increase in other  operating  expenses  was due  primarily to an increase in
costs generally related to the increased loan origination volume and an increase
in overall operating costs related to the Corporation's growth year to year.

Federal Income Taxes

The provision for federal income taxes increased by $383,000,  or 22.4%, for the
fiscal year ended  September  30, 1998,  compared to fiscal 1997.  This increase
resulted  primarily  from the  increase  in net  earnings  before  taxes of $1.0
million, or 20.0%. Winton Financial's  effective tax rates amounted to 33.6% and
33.0% for the fiscal years ended September 30, 1998 and 1997, respectively.





































                                       11
<PAGE>




                  AVERAGE BALANCE, YIELD, RATE AND VOLUME DATA

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

                                                                                                  Year ended September 30,
                                                                       1999                                 1998
                                                           Average   Interest                    Average   Interest
                                                       outstanding    earned/     Yield/     outstanding    earned/     Yield/
                                                           balance       paid       rate         balance       paid       rate
                                                                                                   (Dollars in thousands)
<S>                                                        <C>           <C>         <C>          <C>         <C>          <C>
Interest-earning assets:
  Loans receivable (1)                                    $382,745    $30,343         7.93%     $342,109    $28,102      8.21%
  Mortgage-backed securities - available for sale              478         31         6.49           687         46      6.70
  Mortgage-backed securities - held to maturity             14,839        843         5.68        17,840      1,087      6.09
  Investment securities - available for sale                 5,364        303         5.65         4,889        279      5.71
  Investment securities - held to maturity                  15,911        882         5.54        13,590        835      6.14
  Interest-bearing deposits and other                        7,671        494         6.44         7,495        444      5.92
                                                         ---------   --------     --------     ---------   --------      ----

     Total interest-earning assets                         427,008     32,896         7.70       386,610     30,793      7.96

Non-interest-earning assets                                 10,816                                 6,483
                                                          --------                             ---------

     Total assets                                         $437,824                              $393,093
                                                           =======                               =======

Interest-bearing liabilities:
  Deposits                                                $310,471     15,235         4.91      $291,038     15,059      5.17
  FHLB advances                                             90,365      5,078         5.62        68,824      4,053      5.89
                                                          --------    -------     --------      --------    -------      ----

     Total interest-bearing liabilities                    400,836     20,313         5.07       359,862     19,112      5.31
                                                                       ------     --------                   ------      ----


Non-interest-bearing liabilities                             5,455                                 4,589
                                                         ---------                             ---------

     Total liabilities                                     406,291                               364,451

Shareholders' equity                                        31,533                                28,642
                                                          --------                              --------

     Total liabilities and shareholders' equity           $437,824                              $393,093
                                                           =======                               =======

Net interest income/Interest rate spread                              $12,583         2.63%                 $11,681      2.65%
                                                                       ======         ====                   ======      ====

Net interest margin (net interest income as a
  percent of average interest-earning assets)                                         2.95%                              3.02%
                                                                                      ====                               ====

Average interest-earning assets to interest-bearing liabilities                     106.53%                            107.43%
                                                                                    ======                             ======


                                                            Year ended September 30,
                                                                      1997
                                                           Average   Interest
                                                       outstanding    earned/     Yield/
                                                           balance       paid       rate
                                                              (Dollars in thousands)
<S>                                                         <C>          <C>        <C>
Interest-earning assets:
  Loans receivable (1)                                    $302,496    $25,127       8.31%
  Mortgage-backed securities - available for sale            1,948        119       6.11
  Mortgage-backed securities - held to maturity             20,470      1,249       6.10
  Investment securities - available for sale                 2,007        122       6.08
  Investment securities - held to maturity                  11,785        757       6.42
  Interest-bearing deposits and other                        6,760        372       5.50
                                                         ---------   --------       ----

     Total interest-earning assets                         345,466     27,746         8.03

Non-interest-earning assets                                  9,412
                                                         ---------

     Total assets                                         $354,878
                                                           =======

Interest-bearing liabilities:
  Deposits                                                $269,266     13,865         5.15
  FHLB advances                                             55,705      3,292         5.91
                                                          --------    -------         ----

     Total interest-bearing liabilities                    324,971     17,157         5.28
                                                                       ------         ----


Non-interest-bearing liabilities                             4,633
                                                         ---------

     Total liabilities                                     329,604

Shareholders' equity                                        25,274
                                                          --------

     Total liabilities and shareholders' equity           $354,878
                                                           =======

Net interest income/Interest rate spread                               $10,589        2.75%
                                                                        ======        ====

Net interest margin (net interest income as a
  percent of average interest-earning assets)                                         3.07%
                                                                                      ====

Average interest-earning assets to interest-bearing liabilities                     106.31%
                                                                                    ======

</TABLE>

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

(1)  Includes loans held for sale and nonaccrual loans.


                                       12
<PAGE>

                          Winton Financial Corporation

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (CONTINUED)


Rate/Volume Table

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

<TABLE>
<CAPTION>
                                                                           Year ended September 30,
                                                              1999 vs. 1998                        1998 vs. 1997
                                                          Increase                             Increase
                                                         (decrease)                           (decrease)
                                                           due to                               due to
                                                     Volume       Rate      Total          Volume       Rate      Total
                                                                               (In thousands)
<S>                                                  <C>           <C>       <C>            <C>          <C>        <C>
Interest income attributable to:
  Loans receivable (1)                               $3,230     $ (989)    $2,241          $3,257      $(282)    $2,975
  Mortgage-backed securities - available
    for sale                                            (14)        (1)       (15)            (81)         8        (73)
  Mortgage-backed securities - held to
    maturity                                           (174)       (70)      (244)           (160)        (2)      (162)
  Investment securities - available for sale             27         (3)        24             165         (8)       157
  Investment securities - held to maturity              135        (88)        47             111        (33)        78
  Other interest-earning assets (2)                      10         40         50              42         30         72
                                                      -----      -----      -----           -----       ----      -----
     Total interest income                            3,214     (1,111)     2,103           3,334       (287)     3,047

Interest expense attributable to:
  Deposits                                              963       (787)       176           1,139         55      1,194
  Borrowings                                          1,218       (193)     1,025             774        (13)       761
                                                      -----      -----      -----           -----       ----      -----
     Total interest expense                           2,181       (980)     1,201           1,913         42      1,955
                                                      -----      -----      -----           -----       ----      -----

Increase in net interest income                      $1,033     $ (131)    $  902          $1,421      $(329)    $1,092
                                                      =====      =====      =====           =====       ====      =====
</TABLE>

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

(1)  Includes loans held for sale.

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






                                       13

<PAGE>


                          Winton Financial Corporation

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (CONTINUED)


Asset/Liability Management

Winton Financial's earnings depend primarily upon its net interest income, which
is the difference between its interest income on  interest-earning  assets, such
as mortgage loans, investment securities and mortgage-backed securities, and its
interest expense paid on  interest-bearing  liabilities,  consisting of deposits
and  borrowings.  As market  interest  rates change,  asset yields and liability
costs do not  change  simultaneously.  Due to  maturity,  repricing  and  timing
differences between  interest-earning  assets and interest-bearing  liabilities,
Winton Financial's  earnings will be affected differently under various interest
rate scenarios.  Management  believes that the steps which Winton  Financial has
taken in  asset/liability  management  may reduce the overall  vulnerability  of
Winton Financial's interest rate risk. For example, Winton Savings has sought to
limit  these  net  earnings  fluctuations  and  manage  interest  rate  risk  by
originating  adjustable-rate  loans and by purchasing  relatively short-term and
variable-rate  investments  and  securities.  In order  to  better  compete  for
deposits,  however, Winton Savings has offered market-sensitive  certificates of
deposit, which result in increased interest expense in rising rate environments.
At  September  30,  1999,  approximately  $152.3  million,  or 34.3%,  of Winton
Savings' portfolio of interest-earning assets had adjustable rates.

Winton  Financial's  principal  financial  objective  is  to  enhance  long-term
profitability  while  reducing  exposure  to  increases  in interest  rates.  To
accomplish  this  objective,  Winton  Financial  has  formulated  an  asset  and
liability management policy, the principal elements of which are (1) to increase
the interest-rate sensitivity of the assets of Winton Savings by emphasizing the
origination of  adjustable-rate  mortgage  loans,  (2) to maintain an investment
portfolio  with a  relatively  short  term to  maturity,  (3) to  shorten  asset
maturities,  (4) to  lengthen  the  maturities  of  liabilities  to  the  extent
practicable by marketing  longer term  certificates of deposit,  and (5) to meet
the consumer preference for fixed-rate loans in periods of low interest rates by
selling  the  preponderance  of such  loans  in the  secondary  market.  Because
interest-rate-sensitive  liabilities continue to exceed  interest-rate-sensitive
assets,  subject to repricing  within a three-year  time frame,  Winton  Savings
would be  negatively  affected  by a rising or  protracted  high  interest  rate
environment  and would be  beneficially  affected by a declining  interest  rate
environment.

The management and Board of Directors of Winton Savings attempt to manage Winton
Savings'  exposure to interest rate risk (the  sensitivity  of an  institution's
earnings  and net asset  values to  changes  in  interest  rates) in a manner to
maintain the projected four-quarter percentage change in net interest income and
the projected  change in the market value of portfolio  equity within the limits
established  by the Board of Directors,  assuming a permanent and  instantaneous
parallel shift in interest rates.

As a part of its effort to  monitor  its  interest  rate  risk,  Winton  Savings
reviews  the  reports  of the OTS which set  forth the  application  of the "net
portfolio value" ("NPV") methodology,  adopted by the OTS as part of its capital
regulations,  to the assets and liabilities of Winton  Savings.  Although Winton
Savings  is  not  currently   subject  to  the  NPV   regulation,   because  its
implementation  has  been  delayed  by the  OTS,  the  application  of  the  NPV
methodology may illustrate Winton Savings' level of interest rate risk.



                                       14
<PAGE>


                          Winton Financial Corporation

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (CONTINUED)


Asset and Liability Management (continued)

Generally,  NPV is the  discounted  present  value  of  the  difference  between
incoming cash flows on interest-earning and other assets and outgoing cash flows
on interest-bearing  liabilities. The application of the methodology attempts to
quantify  interest  rate risk as the change in the NPV which would result from a
theoretical  200 basis  point  (100  basis  points  equals  1%) change in market
interest  rates.  Both a 200 basis point increase in market interest rates and a
200 basis point  decrease in market  interest rates are  considered.  If the NPV
would  decrease  more than 2% of the present value of the  institution's  assets
with either an increase or a decrease in market  rates,  the  institution  would
have to deduct  50% of the  amount of the  decrease  in excess of such 2% in the
calculation of the institution's  risk-based capital, if the regulations were in
effect.  Even before the  regulation  is in effect,  OTS could  increase  Winton
Savings'  risk-based capital  requirement on an individualized  basis to address
excess interest rate risk.

At September  30, 1999, 2% of the present  value of Winton  Savings'  assets was
approximately $9.3 million.  Because the interest rate risk of a 200 basis point
increase in market interest rates (which was greater than the interest rate risk
of a 200 basis point  decrease) was $15.1 million at September 30, 1999,  Winton
Savings  would have been  required to reduce its capital by  approximately  $2.9
million  in  determining  whether  Winton  Savings  met its  risk-based  capital
requirement, if the regulation had been in effect for Winton Savings.

Presented  below,  as of September  30, 1999 and 1998,  is an analysis of Winton
Savings'  interest rate risk as measured by changes in NPV for instantaneous and
sustained parallel shifts of 100 basis points in market interest rates.

<TABLE>
<CAPTION>

                                                                                  September 30, 1999
Change in interest rate              Board limit                             $ Change          % Change
   (Basis Points)                    % change                                  in NPV            in NPV
                                                                          (In thousands)
<S>                                     <C>                                     <C>                <C>
      +300                              (65)%                             $(23,037)                (69)%
      +200                              (40)                               (15,145)                (46)
      +100                              (20)                                (7,272)                (22)
        -                                -                                      -                    -
      -100                              (10)                                 5,917                 (18)
      -200                              (20)                                11,593                 (35)
      -300                              (30)                                17,486                 (53)
</TABLE>








                                       15


<PAGE>


                          Winton Financial Corporation

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (CONTINUED)


Asset and Liability Management (continued)
<TABLE>
<CAPTION>

                                                                                  September 30, 1998
Change in interest rate               Board limit                           $ Change              % Change
    (Basis Points)                     % change                              in NPV                in NPV
                                                                          (In thousands)
<S>                                      <C>                                    <C>                  <C>
       +300                              (65)%                             $(10,498)                (32)%
       +200                              (40)                                (6,229)                (19)
       +100                              (20)                                (2,707)                 (8)
         -                                -                                      -                    -
       -100                              (10)                                 2,050                   6
       -200                              (20)                                 4,273                  13
       -300                              (30)                                 7,352                  18

</TABLE>

The Company has operated within the Board's percentage change limitation for NPV
the last three years.  Subsequent to the BenchMark combination in June 1999, the
Company briefly fell out of compliance due to the mix of BenchMark assets.  This
deviation from the Board's predetermined limits was eliminated in October 1999.

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

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

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











                                       16
<PAGE>


                          Winton Financial Corporation

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (CONTINUED)


Liquidity and Capital Resources

Winton Savings, like other financial institutions,  is required under applicable
federal  regulations to maintain  sufficient funds to meet deposit  withdrawals,
loan  commitments and expenses.  Control of the Company's cash flow requires the
anticipation of deposit flows and loan payments.  The Company's  primary sources
of funds are deposits,  borrowings,  principal and interest  repayments on loans
and proceeds from the sale of mortgage loans.

At September 30, 1999,  Winton  Savings had $153.9  million of  certificates  of
deposit maturing within one year. It has been the Company's historic  experience
that such  certificates  of deposit will be renewed at market rates of interest.
It is  management's  belief that maturing  certificates of deposit over the next
year will  similarly be renewed at market  rates of interest  without a material
adverse effect on results of operations.

In the event that certificates of deposit cannot be renewed at prevailing market
rates, the Company can obtain  additional  advances from the FHLB of Cincinnati.
At  September  30,  1999,  the Company had $116.5  million of  outstanding  FHLB
advances.  The Company also  obtains  brokered  deposits as a supplement  to its
local deposits when such funds are attractively  priced in relation to the local
market.  As of  September  30, 1999,  the Company had $27.3  million in brokered
deposits.

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

                                                                For the year ended September 30,
                                                          1999              1998           1997
                                                                      (In thousands)
<S>                                                     <C>                 <C>            <C>
Net earnings                                           $ 2,940           $ 4,130        $ 3,477
Adjustments to reconcile net earnings to net
  cash provided by (used in) operating activities        6,722            (3,744)        (2,235)
                                                        ------            ------         ------
Net cash provided by operating activities                9,662               386          1,242
Net cash used in investing activities                  (68,535)          (31,507)       (25,051)
Net cash provided by financing activities               53,878            32,554         26,392
                                                        ------            ------         ------
Net increase (decrease) in cash and
  cash equivalents                                      (4,995)            1,433          2,583
Cash and cash equivalents at beginning of year           7,076             5,643          3,060
                                                        ------            ------         ------
Cash and cash equivalents at end of year               $ 2,081           $ 7,076        $ 5,643
                                                        ======            ======         ======
</TABLE>

The OTS requires  minimum levels of liquid  assets.  OTS  regulations  presently
require Winton Savings to maintain  specified levels of "liquid"  investments in
qualifying  types of United States  Government and agency  obligations and other
permissible  investments  having certain maturity  limitations and marketability
requirements.  Such minimum requirement,  which was revised by the OTS in fiscal
1998, is an amount equal to 4% of the sum of the Company's average daily balance
of net withdrawable deposit accounts and borrowings payable in one year or less.
The liquidity requirement,  which may be changed from time to time by the OTS to
reflect  changing  economic  conditions,  is  intended  to  provide  a source of
relatively  liquid funds upon which the Company may rely, if necessary,  to fund
deposit withdrawals and other short-term funding needs.



                                       17
<PAGE>


                          Winton Financial Corporation

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (CONTINUED)


Liquidity and Capital Resources (continued)

The  liquidity  of  Winton  Savings,  as  measured  by the  ratio of cash,  cash
equivalents   (not  committed,   pledged  or  required  to  liquidate   specific
liabilities) and qualifying investments, mortgage-backed securities and loans to
the sum of net withdrawable savings plus borrowings payable within one year, was
13.8% at September  30, 1999.  At September  30, 1999,  the  Company's  "liquid"
assets  totaled  approximately  $37.5  million,  which was  approximately  $26.1
million in excess of the  current  OTS  minimum  requirement.  Winton  Financial
believes  that the  Company's  liquidity  posture at  September  30,  1999,  was
adequate to meet outstanding loan commitments and other cash requirements.

Winton Savings is subject to minimum capital  standards  promulgated by the OTS.
Such capital standards  generally require the maintenance of regulatory  capital
sufficient  to meet  each of the  following  three  requirements:  the  tangible
capital  requirement,  the core capital  requirement and the risk-based  capital
requirement.  At September 30, 1999,  Winton Savings'  tangible capital of $30.8
million,  or 6.6% of adjusted  total assets,  exceeded the 1.5%  requirement  by
$23.9  million;  its core capital of $30.8  million,  or 6.6% of adjusted  total
assets,  exceeded  the  minimum  3.0%  requirement  by  $16.9  million;  and its
risk-based capital of $31.7 million, or 10.0% of risk-weighted assets,  exceeded
the 8% requirement by $6.3 million.

In fiscal  1993,  the OTS  adopted an  amendment  to the  regulatory  risk-based
capital  requirement  to  include  an  interest  rate  risk  component,   though
implementation of the component has been delayed.


Potential Impact of Current Legislation on Future Results of Operations

On November 12,  1999,  the  Gramm-Leach-Bliley  Act (the "GLB Act") was enacted
into law. The GLB Act makes sweeping changes in the financial  services in which
various types of financial  institutions  may engage.  The  Glass-Steagall  Act,
which had  generally  prevented  banks  from  affiliating  with  securities  and
insurance firms,  was repealed.  A new "financial  holding  company," which owns
only  well  capitalized  and  well  managed  depository  institutions,  will  be
permitted to engage in a variety of financial  activities,  including  insurance
and securities underwriting and agency activities.

The GLB Act permits unitary  savings and loan holding  companies in existence on
May 4, 1999, including Winton Financial, to continue to engage in all activities
that they were  permitted to engage in prior to the  enactment of the Act.  Such
activities  are  essentially  unlimited,  provided  that the  thrift  subsidiary
remains a qualified  thrift lender.  Any thrift holding company formed after May
4, 1999,  will be subject to the same  restrictions as a multiple thrift holding
company.  In addition,  a unitary thrift holding  company in existence on May 4,
1999,  may be sold only to a financial  holding  company  engaged in  activities
permissible for multiple savings and loan holding companies.

The GLB Act is not expected to have a material effect on the activities in which
Winton Financial and Winton Savings currently engage,  except to the extent that
competition  with other types of  financial  institutions  may  increase as they
engage in activities not permitted prior to enactment of the GLB Act.



                                       18
<PAGE>


                          Winton Financial Corporation

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (CONTINUED)


Effects of Recent Accounting Pronouncements

In June 1997, the Financial  Accounting Standards Board (the "FASB") issued SFAS
No. 130, "Reporting  Comprehensive  Income." SFAS No. 130 established  standards
for reporting and display of comprehensive income and its components  (revenues,
expenses,  gains  and  losses)  in  a  full  set  of  general-purpose  financial
statements.  SFAS No.  130  requires  that all  items  that are  required  to be
recognized under accounting  standards as components of comprehensive  income be
reported in a financial  statement that is displayed with the same prominence as
other  financial  statements.  It does not  require a  specific  format for that
financial   statement  but  requires  that  an  enterprise   display  an  amount
representing  total  comprehensive  income  for the  period  in  that  financial
statement.

SFAS  No.  130  requires  that  an  enterprise   (a)  classify  items  of  other
comprehensive  income by their nature in a financial  statement  and (b) display
the accumulated balance of other  comprehensive  income separately from retained
earnings and additional  paid-in  capital.  SFAS No. 130 is effective for fiscal
years  beginning  after  December  15,  1997.   Reclassification   of  financial
statements for earlier periods  provided for  comparative  purposes is required.
Management adopted SFAS No. 130 effective October 1, 1998, as required,  without
material  effect  on  Winton  Financial's   financial  position  or  results  of
operations.

In June 1997,  the FASB issued SFAS No. 131,  "Disclosures  about Segments of an
Enterprise and Related  Information." SFAS No. 131 significantly changes the way
that public business  enterprises report information about operating segments in
annual financial  statements and requires that those enterprises report selected
information  about reportable  segments in interim  financial  reports issued to
shareholders.  It also  establishes  standards  for  related  disclosures  about
products and services, geographic areas and major customers. SFAS No. 131 uses a
"management approach" to disclose financial and descriptive information about an
enterprise's   reportable   operating  segments  which  is  based  on  reporting
information the way that management organizes the segments within the enterprise
for making operating decisions and assessing performance.  For many enterprises,
the management  approach will likely result in more segments being reported.  In
addition,  SFAS No. 131 requires  significantly more information to be disclosed
for each reportable segment than is presently being reported in annual financial
statements  and  requires  that  selected  information  be  reported  in interim
financial  statements.  SFAS No. 131 is effective for financial  statements  for
periods  beginning  after  December  15, 1997.  Management  adopted SFAS No. 131
effective  October 1,  1998,  as  required,  without  material  effect on Winton
Financial's financial position or results of operations.

In June  1998,  the  FASB  issued  SFAS  No.  133,  "Accounting  for  Derivative
Instruments and Hedging  Activities,"  which requires  entities to recognize all
derivatives  in their  financial  statements  as either  assets  or  liabilities
measured at fair value.  SFAS No. 133 also  specifies  new methods of accounting
for hedging  transactions,  prescribes  the items and  transactions  that may be
hedged,  and  specifies  detailed  criteria  to be  met  to  qualify  for  hedge
accounting.






                                       19
<PAGE>


                          Winton Financial Corporation

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (CONTINUED)


Effects of Recent Accounting Pronouncements (continued)


The definition of a derivative  financial instrument is complex, but in general,
it is an instrument  with one or more  underlyings,  such as an interest rate or
foreign exchange rate, that is applied to a notional  amount,  such as an amount
of currency,  to determine the settlement  amount(s).  It generally  requires no
significant initial investment and can be settled net or by delivery of an asset
that is  readily  convertible  to cash.  SFAS No.  133  applies  to  derivatives
embedded in other contracts, unless the underlying of the embedded derivative is
clearly and closely related to the host contract.



SFAS No.  133,  as amended  by SFAS No.  137,  is  effective  for  fiscal  years
beginning  after June 15, 2000. On adoption,  entities are permitted to transfer
held-to-maturity  debt securities to the  available-for-sale or trading category
without  calling into  question  their intent to hold other debt  securities  to
maturity in the future.  SFAS No. 133 is not expected to have a material  impact
on Winton Financial's financial position or results of operations.


The  foregoing  discussion  of the effects of recent  accounting  pronouncements
contains  forward-looking  statements  that  involve  risks  and  uncertainties.
Changes in economic  circumstances  or interest rates could cause the effects of
the accounting pronouncements to differ from management's foregoing assessment.



Year 2000 Compliance Matters

The Year 2000 issue is a serious  operational  problem which is  widespread  and
complex,   affecting  all  industries.   The  Federal   Financial   Institutions
Examination Council (the "FFIEC"), representing the views of each of the primary
financial institution regulators, has focused on the risk that programming codes
in existing computer systems will fail to properly  recognize the new millennium
when it occurs in the year 2000.  Winton  Savings is  addressing  the  potential
problems  associated  with the  possibility  that the computers which control or
operate the Company's operating systems may not be programmed to read four-digit
date codes and, upon arrival of the year 2000,  may recognize the two-digit code
"00" as the year  1900,  causing  systems  to fail to  function  or to  generate
erroneous  data.  Other concerns have been raised  regarding  February 29, 2000,
which is a new calculation challenge that may result in further problems.

Most  significantly  affected are all forms of financial  accounting,  including
interest  computations,  due dates, pensions,  personnel benefits,  investments,
legal commitments,  valuations,  fixed asset depreciation schedules, tax filings
and  financial  models.  Additional  problems may occur on other  systems  using
computers for processing, vault openings, check protectors and gas and electric.
The total impact is currently unknown;  however, it is projected that failure to
address these programming code issues and make appropriate changes may expose an
institution to all types of risks,  including  credit,  transaction,  liquidity,
interest rate, compliance, reputation, strategic, price and foreign exchange.




                                       20
<PAGE>


                          Winton Financial Corporation

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (CONTINUED)



Year 2000 Compliance Matters (continued)

Winton  Savings  established  a Year  2000 team in 1997,  headed by its  systems
analyst,  to analyze the risk of  potential  problems  that might arise from the
failures of computer  programming  to  recognize  the year 2000 and to develop a
plan to mitigate any such risk. Research by the team indicated that the greatest
potential  impact upon  Winton  Savings is the risk  related to vendors  used by
Winton  Savings,  particularly  the Company's data  processing  service  bureau,
Intrieve,  Inc. ("Intrieve").  Intrieve has converted its hardware to a new Year
2000  compliant  system.  Winton  Savings'  conversion  to this new  system  was
completed  during the fourth  calendar  quarter of 1998.  Intrieve  successfully
performed  Year 2000 proxy testing with several of its larger users during early
October 1998.  Winton Savings  performed  final testing of its unique  equipment
configuration and communications link to Intrieve during November 1998.

All other vendors and commercial customers have been identified and requests for
year 2000 certificates have been forwarded by Winton Savings. Winton Savings has
determined  that the other vendors and customers will not materially  affect its
operations.

Management  has developed a contingency  plan which includes  manual  procedures
along with certain  off-line  canned  programs.  Management  has set a budget of
approximately  $100,000,  of which  approximately  $79,000 has been  expensed at
September 30, 1999, to ensure Winton  Financial and Winton Savings are year 2000
compliant.

In addition,  financial  institutions may experience  increases in problem loans
and credit losses in the event that borrowers fail to prepare  properly for Year
2000,  and higher  funding  costs could result if  consumers  react to publicity
about the issue by withdrawing deposits.  Winton Savings is assessing such risks
among  its  customers.  Winton  Financial  could  also be  materially  adversely
affected if other third parties, such as governmental agencies, clearing houses,
telephone  companies,  utilities  and other  service  providers  fail to prepare
properly.  Winton Savings is therefore attempting to assess these risks and take
action to minimize their effect.  Winton  Financial has determined that the risk
of business interruption is minimal.






















                                       21
<PAGE>


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors
Winton Financial Corporation

We have audited the accompanying  consolidated statements of financial condition
of Winton  Financial  Corporation  as of  September  30, 1999 and 1998,  and the
related consolidated statements of earnings, comprehensive income, shareholders'
equity  and cash  flows  for each of the years in the three  year  period  ended
September  30,  1999.   These   consolidated   financial   statements   are  the
responsibility of the Corporation's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the consolidated  financial position of Winton Financial
Corporation as of September 30, 1999 and 1998, and the  consolidated  results of
its  operations  and its cash  flows for each of the three  years in the  period
ended  September 30, 1999,  in conformity  with  generally  accepted  accounting
principles.




/s/GRANT THORNTON LLP



Cincinnati, Ohio
November 19, 1999








                                       22
<PAGE>

                          Winton Financial Corporation
<TABLE>
<CAPTION>
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                  September 30,
                        (In thousands, except share data)

         ASSETS                                                                                  1999              1998
                                                                                                             (Restated)
<S>                                                                                              <C>               <C>
Cash and due from banks                                                                      $  1,647          $  2,172

Federal funds sold                                                                                 -                 25
Interest-bearing deposits in other financial institutions                                         434             4,879
                                                                                              -------           -------
         Cash and cash equivalents                                                              2,081             7,076


Investment securities available for sale - at market                                            5,503             5,579
Investment securities held to maturity - at amortized cost, approximate market
  value of $16,774 and $15,185 at September 30, 1999 and 1998                                  16,882            14,858
Mortgage-backed securities available for sale - at market                                         410               565
Mortgage-backed securities held to maturity - at amortized cost, approximate
  market value of $13,058 and $16,023 at September 30, 1999 and 1998                           13,533            16,236
Loans receivable - net                                                                        411,058           343,116
Loans held for sale - at lower of cost or market                                                2,492             8,253
Office premises and equipment - at depreciated cost                                             3,708             3,833
Real estate acquired through foreclosure                                                          492               595
Federal Home Loan Bank stock - at cost                                                          5,925             4,592
Accrued interest receivable on loans                                                            2,890             2,704
Accrued interest receivable on mortgage-backed securities                                          90               120
Accrued interest receivable on investments and interest-bearing deposits                          247               285
Prepaid expenses and other assets                                                                 433               580
Intangible assets - net of amortization                                                           341               402
Prepaid federal income taxes                                                                      193               144
                                                                                              -------           -------

         Total assets                                                                        $466,278          $408,938
                                                                                              =======           =======

         LIABILITIES AND SHAREHOLDERS' EQUITY

Deposits                                                                                     $312,072          $306,343
Advances from the Federal Home Loan Bank                                                      116,532            67,404
Accounts payable on mortgage loans serviced for others                                            838               963
Advance payments by borrowers for taxes and insurance                                           1,023               801
Other liabilities                                                                               1,990             1,465
Deferred federal income taxes                                                                   1,683             1,575
                                                                                              -------           -------
         Total liabilities                                                                    434,138           378,551

Commitments                                                                                        -                 -

Shareholders' equity

  Preferred stock - 2,000,000 shares without par value authorized;
    no shares issued                                                                               -                 -
  Common stock - 18,000,000 shares without par value authorized;
    4,403,714 and 4,390,514 shares issued and outstanding                                          -                 -
  Additional paid-in capital                                                                    9,917             9,827
  Retained earnings - restricted                                                               21,619            19,970

  Accumulated other comprehensive income, unrealized gains on
    securities designated as available for sale, net of related tax effects                       604               590
                                                                                              -------           -------
         Total shareholders' equity                                                            32,140            30,387
                                                                                              -------           -------

         Total liabilities and shareholders' equity                                          $466,278          $408,938
                                                                                              =======           =======
</TABLE>


The accompanying notes are an integral part of these statements.

                                       23
<PAGE>


                          Winton Financial Corporation
<TABLE>
<CAPTION>

                       CONSOLIDATED STATEMENTS OF EARNINGS

                            Year ended September 30,
                        (In thousands, except share data)

                                                                                    1999            1998           1997
                                                                                              (Restated)     (Restated)
<S>                                                                               <C>               <C>            <C>
Interest income
  Loans                                                                          $30,343         $28,102        $25,127
  Mortgage-backed securities                                                         874           1,133          1,368
  Investment securities                                                            1,185           1,114            879
  Interest-bearing deposits and other                                                494             444            372
                                                                                  ------          ------         ------
         Total interest income                                                    32,896          30,793         27,746

Interest expense
  Deposits                                                                        15,235          15,059         13,865
  Borrowings                                                                       5,078           4,053          3,292
                                                                                  ------          ------         ------
         Total interest expense                                                   20,313          19,112         17,157
                                                                                  ------          ------         ------

         Net interest income                                                      12,583          11,681         10,589

Provision for losses on loans                                                        160              86              6
                                                                                  ------          ------         ------

         Net interest income after provision for losses on loans                  12,423          11,595         10,583

Other income
  Gain on sale of mortgage loans                                                   1,368           1,573            900
  Gain on sale of investment securities designated as available for sale              -               -              36
  Gain on sale of real estate acquired through foreclosure                            70              -              30
  Mortgage servicing fees, net                                                       142             154            321
  Other operating                                                                    654             506            469
                                                                                  ------          ------         ------
         Total other income                                                        2,234           2,233          1,756

General, administrative and other expense
  Employee compensation and benefits                                               4,331           3,755          3,586
  Occupancy and equipment                                                          1,774           1,598          1,469
  Federal deposit insurance premiums                                                 178             175            243
  Franchise taxes                                                                    361             356            308
  Amortization of intangible assets                                                   61              61             61
  Advertising                                                                        274             267            199
  Other operating                                                                  1,524           1,394          1,287

  Merger related costs                                                             1,574              -              -
                                                                                  ------          ------         ------
         Total general, administrative and other expense                          10,077           7,606          7,153
                                                                                  ------          ------         ------

         Earnings before income taxes                                              4,580           6,222          5,186

Federal income taxes
  Current                                                                          1,541           1,702            998
  Deferred                                                                            99             390            711
                                                                                  ------          ------         ------
         Total federal income taxes                                                1,640           2,092          1,709
                                                                                  ------          ------         ------

         NET EARNINGS                                                            $ 2,940         $ 4,130        $ 3,477
                                                                                  ======          ======         ======

         EARNINGS PER SHARE
           Basic                                                                    $.67            $.94           $.80
                                                                                     ===             ===            ===

           Diluted                                                                  $.64            $.90           $.79
                                                                                     ===             ===            ===
</TABLE>


The accompanying notes are an integral part of these statements.

                                       24
<PAGE>


                          Winton Financial Corporation
<TABLE>
<CAPTION>

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                            Year ended September 30,
                                 (In thousands)


                                                              1999            1998           1997
<S>                                                           <C>             <C>            <C>
Net earnings                                                $2,940          $4,130         $3,477

Other comprehensive income, net of tax:
  Unrealized holding gains on securities during
    the period, net of tax of $7, $148 and $71 in
    1999, 1998 and 1997, respectively                           14             288            138

Reclassification adjustment for realized gains
  included in earnings, net of tax of $12 in 1997               -               -             (24)
                                                             -----           -----          -----

Comprehensive income                                        $2,954          $4,418         $3,591
                                                             =====           =====          =====

Accumulated comprehensive income                            $  604          $  590         $  302
                                                             =====           =====          =====

</TABLE>



























The accompanying notes are an integral part of these statements.

                                       25

<PAGE>



                          Winton Financial Corporation
<TABLE>
<CAPTION>

                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

                  Years ended September 30, 1999, 1998 and 1997
                        (In thousands, except share data)
                                                                                         Required Unrealized
                                                                                    contributions   gains on
                                                                          Additional   for shares securities
                                                       Preferred  Common     paid-in  acquired by  available  Retained
                                                           stock   stock     capital         ESOP   for sale  earnings     Total
<S>                                                         <C>      <C>        <C>         <C>        <C>      <C>         <C>
Balance at October 1, 1996 (as restated for business
  combination)                                              $ -     $ -       $7,356     $   (5)      $188   $16,376      $23,915

Net earnings for the year ended September 30, 1997            -       -           -          -          -      3,477        3,477
Proceeds from exercise of stock options                       -       -           46         -          -         -            46
Principal payments on loan to ESOP                            -       -           -           5         -         -             5
Unrealized gains on securities designated as available
  for sale, net of related tax effects                        -       -           -          -         114        -           114
Cash dividends paid of $.2177 per share                       -       -           -          -          -       (947)        (947)
                                                             ---     ---       -----        ---        ---    ------       ------

Balance at September 30, 1997                                 -       -        7,402         -         302    18,906       26,610

Stock dividend effected in the form of a 2-for-1
  stock split                                                 -       -        2,007         -          -     (2,007)          -
Proceeds from shares issued under stock option and
  compensation plans                                          -       -          418         -          -         -           418
Net earnings for the year ended September 30, 1998            -       -           -          -          -      4,130        4,130
Unrealized gains on securities designated as available
  for sale, net of related tax effects                        -       -           -          -         288        -           288
Cash dividends of $.2414 per share                            -       -           -          -          -     (1,059)      (1,059)
                                                             ---     ---       -----       ---         ---    ------       ------

Balance at September 30, 1998                                 -       -        9,827         -         590    19,970       30,387

Proceeds from exercise of stock options                       -       -           90         -          -         -            90
Net earnings for the year ended September 30, 1999            -       -           -          -          -      2,940        2,940
Unrealized gains on securities designated as available
  for sale, net of related tax effects                        -       -           -          -          14        -            14
Cash dividends of $.2936 per share                            -       -           -          -          -     (1,291)      (1,291)
                                                             ---     ---       -----        ---        ---    ------       ------

Balance at September 30, 1999                               $ -     $ -       $9,917       $ -        $604   $21,619      $32,140
                                                             ===     ===       =====        ===        ===    ======       ======
</TABLE>



The accompanying notes are an integral part of these statements.

                                       26
<PAGE>

                          Winton Financial Corporation
<TABLE>
<CAPTION>

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                            Year ended September 30,
                                 (In thousands)

                                                                                         1999           1998           1997
                                                                                                  (Restated)     (Restated)
<S>                                                                                     <C>            <C>            <C>
Cash flows from operating activities:
  Net earnings for the year                                                          $  2,940       $  4,130      $   3,477
  Adjustments to reconcile net earnings to net
  cash provided by (used in) operating activities:
    Amortization of premiums on investments and mortgage-backed
      securities                                                                           65             48             35
    Amortization of deferred loan origination fees                                        (87)          (186)          (229)
    Depreciation and amortization                                                         525            470            452
    Amortization of intangible assets                                                      61             61             61
    Gain on sale of investment securities designated as available for sale                 -              -             (36)
    Loss on merger-related disposition of office premises and equipment                   174             -              -
    Gain on sale of real estate acquired through foreclosure                              (70)            -             (30)
    Provision for losses on loans                                                         160             86              6
    Gain on sale of mortgage loans                                                     (1,179)        (1,204)          (522)
    Loans disbursed for sale in the secondary market                                  (93,494)      (108,747)       (48,812)
    Proceeds from sale of loans in the secondary market                               100,434        105,908         47,859
    Federal Home Loan Bank stock dividends                                               (346)          (286)          (224)
    Increase (decrease) in cash due to changes in:
      Accrued interest receivable on loans                                               (186)          (225)          (296)
      Accrued interest receivable on mortgage-backed securities                            30             24             24
      Accrued interest receivable on investments and interest-bearing
        deposits                                                                           38            (44)           (78)
      Prepaid expenses and other assets                                                   147            (91)            45
      Accounts payable on mortgage loans serviced for others                             (125)            59             84
      Other liabilities                                                                   525            168         (1,315)
      Federal income taxes
        Current                                                                           (49)          (175)            30
        Deferred                                                                           99            390            711
                                                                                      -------        -------       -------
         Net cash provided by operating activities                                      9,662            386          1,242

Cash flows provided by (used in) investing activities:
  Principal repayments on mortgage-backed securities                                    2,813          3,288          4,620
  Proceeds from maturity of investment securities                                       8,150          7,150          4,027
  Proceeds from sale of investment securities designated as
    available for sale                                                                     -              -             122
  Purchase of investment securities designated as held to maturity                    (10,095)        (9,428)        (2,898)
  Purchase of investment securities designated as available for sale                       -          (1,495)        (4,988)
  Loan principal repayments                                                           122,174        101,551         74,001
  Loan disbursements                                                                 (192,998)      (137,676)      (110,670)

  Sale of loan participations                                                           2,730          6,729         11,385
  Proceeds from sale of real estate acquired through foreclosure                          249             34            153
  Purchase and renovation of office premises and equipment                               (556)          (873)          (339)
  Additions to real estate acquired through foreclosure                                   (15)            -             (13)
  Purchase of Federal Home Loan Bank stock                                               (987)          (787)          (451)
                                                                                      -------        -------        -------
         Net cash used in investing activities                                        (68,535)       (31,507)       (25,051)
                                                                                      -------        -------        -------

         Net cash used in operating and investing activities
           (subtotal carried forward)                                                 (58,873)       (31,121)       (23,809)
                                                                                      -------        -------        -------
</TABLE>



                                       27
<PAGE>


                          Winton Financial Corporation
<TABLE>
<CAPTION>

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                            Year ended September 30,
                                 (In thousands)

                                                                                    1999            1998           1997
                                                                                               (Restated)     (Restated)

<S>                                                                               <C>              <C>           <C>
         Net cash used in operating and investing activities
           (balance brought forward)                                            $(58,873)       $(31,121)      $(23,809)


Cash flows provided by (used in) financing activities:
  Net increase in deposit accounts, including
    purchased deposits                                                             5,729          27,309         17,486
  Proceeds from Federal Home Loan Bank advances                                   66,000          79,539         39,857
  Repayment of Federal Home Loan Bank advances                                   (16,872)        (73,889)       (29,992)
  Advances by borrowers for taxes and insurance                                      222             236            (58)
  Proceeds from issuance of shares under stock option and
    compensation plans                                                                90             418             46
  Dividends paid on common stock                                                  (1,291)         (1,059)          (947)
                                                                                 -------         -------        -------
         Net cash provided by financing activities                                53,878          32,554         26,392
                                                                                 -------         -------        -------

Net increase (decrease) in cash and cash equivalents                              (4,995)          1,433          2,583

Cash and cash equivalents at beginning of year                                     7,076           5,643          3,060
                                                                                 -------         -------        -------

Cash and cash equivalents at end of year                                        $  2,081        $  7,076       $  5,643
                                                                                 =======         =======        =======


Supplemental disclosure of cash flow information:
 Cash paid during the year for:
    Federal income taxes                                                        $  1,581        $  1,805       $    894
                                                                                 =======         =======        =======

    Interest on deposits and borrowings                                         $ 20,157        $ 18,984       $ 16,668
                                                                                 =======         =======        =======

Supplemental disclosure of noncash investing activities:
  Transfer from loans to real estate acquired through
    foreclosure                                                                 $    567        $     52       $    236
                                                                                 =======         =======        =======

  Issuance of mortgage loans upon sale of real estate
    acquired through foreclosure                                                $    488        $     74       $     25
                                                                                 =======         =======        =======

  Unrealized gains on securities designated as
    available for sale, net of related tax effects                              $     14        $    288       $    114
                                                                                 =======         =======        =======

  Recognition of mortgage servicing rights in
    accordance with SFAS No. 125                                                $    189        $    369       $    378
                                                                                 =======         =======        =======
</TABLE>




The accompanying notes are an integral part of these statements.

                                       28
<PAGE>


                          Winton Financial Corporation

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        September 30, 1999, 1998 and 1997


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

    During fiscal 1999,  Winton Financial merged BenchMark  Federal Savings Bank
    ("BenchMark") with and into its subsidiary, Winton Savings, in a transaction
    which  was  accounted  for  as  a  pooling-of-interests.   Accordingly,  the
    consolidated  financial statements have been restated to reflect the effects
    of the business  combination  as of October 1, 1996. In connection  with the
    business  combination,  Winton  Financial  issued  376,210  shares of common
    stock.

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

    1.  Principles of Consolidation

    The  consolidated   financial   statements   include  the  accounts  of  the
    Corporation  and  the  Company.   Condensed  financial   statements  of  the
    Corporation  are presented in Note L as of September 30, 1999 and 1998,  and
    for  the  fiscal  years  ended  September  30,  1999,  1998  and  1997.  All
    significant  intercompany  balances and transactions have been eliminated in
    the accompanying consolidated financial statements.





                                       29

<PAGE>


                          Winton Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        September 30, 1999, 1998 and 1997


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

    2.  Investment Securities and Mortgage-Backed Securities

    The Corporation  accounts for investment and  mortgage-backed  securities in
    accordance  with Statement of Financial  Accounting  Standards  ("SFAS") No.
    115,  "Accounting  for Certain  Investments in Debt and Equity  Securities."
    SFAS No. 115 requires that  investments be categorized as  held-to-maturity,
    trading,  or available for sale.  Securities  classified as held-to-maturity
    are  carried at cost only if the  Corporation  has the  positive  intent and
    ability  to hold  these  securities  to  maturity.  Trading  securities  and
    securities  available  for sale are  carried at fair  value  with  resulting
    unrealized gains or losses recorded to operations or  shareholders'  equity,
    respectively.   At   September   30,  1999  and  1998,   the   Corporation's
    shareholders' equity reflected net unrealized gains on securities designated
    as available for sale totaling $604,000 and $590,000, respectively.

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

    3.  Loans Receivable

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

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

    Loans held for sale are  carried at the lower of cost or market,  determined
    in the aggregate.  In computing  cost,  deferred loan  origination  fees are
    deducted from the principal  balances of the related loans. At September 30,
    1999 and 1998, loans held for sale were carried at cost.

    Winton  Savings  accounts  for  mortgage  servicing  rights  pursuant to the
    provisions  of SFAS No. 125,  "Accounting  for  Transfers  and  Servicing of
    Financial Assets and  Extinguishments  of Liabilities,"  which requires that
    Winton  Savings  recognize as separate  assets,  rights to service  mortgage
    loans for others,  regardless of how those servicing rights are acquired. An
    institution  that acquires  mortgage  servicing  rights  through  either the
    purchase  or  origination  of  mortgage  loans and sells  those  loans  with
    servicing  rights  retained  must  allocate some of the cost of the loans to
    mortgage servicing rights.


                                       30
<PAGE>


                          Winton Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        September 30, 1999, 1998 and 1997


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

    3.  Loans Receivable (continued)

    SFAS No.  125  requires  that  capitalized  mortgage  servicing  rights  and
    capitalized  excess  servicing   receivables  be  assessed  for  impairment.
    Impairment is measured based on fair value.  The mortgage  servicing  rights
    recorded by the Company,  calculated  in accordance  with the  provisions of
    SFAS No. 125, were  segregated into pools for valuation  purposes,  using as
    pooling  criteria the loan term and coupon rate. Once pooled,  each grouping
    of loans was  evaluated on a  discounted  earnings  basis to  determine  the
    present value of future  earnings  that a purchaser  could expect to realize
    from each  portfolio.  Earnings  were  projected  from a variety  of sources
    including loan servicing fees, interest earned on float, net interest earned
    on  escrows,  miscellaneous  income,  and costs to service  the  loans.  The
    present value of future earnings is the "economic" value for the pool, i.e.,
    the net realizable present value to an acquirer of the acquired servicing.

    The  Company  recorded  amortization  related to mortgage  servicing  rights
    totaling  approximately  $254,000,  $247,000 and $40,000 for the years ended
    September 30, 1999, 1998 and 1997, respectively.  At September 30, 1999, the
    fair value and the carrying value of the Company's mortgage servicing rights
    totaled approximately $1.0 million and $756,000,  respectively. At September
    30, 1998,  the fair value and the carrying  value of the Company's  mortgage
    servicing   rights   totaled   approximately   $1.0  million  and  $845,000,
    respectively.

    4.  Loan Origination and Commitment Fees

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

    5.  Allowance for Loan Losses

    It is the Company's  policy to provide  valuation  allowances  for estimated
    losses on loans based on past loss  experience,  current trends in the level
    of delinquent and problem loans,  loan  concentrations  to single borrowers,
    changes in the  composition of the loan portfolio,  adverse  situations that
    may  affect the  borrower's  ability to repay,  the  estimated  value of any
    underlying collateral and current and anticipated economic conditions in its
    primary lending areas.  When the collection of a loan becomes  doubtful,  or
    otherwise troubled, the Company


                                       31
<PAGE>


                          Winton Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        September 30, 1999, 1998 and 1997


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

    5.  Allowance for Loan Losses (continued)

    records a charge-off  equal to the difference  between the fair value of the
    property  securing  the loan and the loan's  carrying  value.  Major  loans,
    including  development  projects,  and  major  lending  areas  are  reviewed
    periodically to determine potential problems at an early date. The allowance
    for loan  losses is  increased  by  charges to  earnings  and  decreased  by
    charge-offs (net of recoveries).

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

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

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

    At  September  30,  1999 and 1998,  the  Company  had no loans that would be
    defined as impaired under SFAS No. 114.

    6.  Office Premises and Equipment

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


                                       32
<PAGE>


                          Winton Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        September 30, 1999, 1998 and 1997


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

    7.  Real Estate Acquired through Foreclosure

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

    8.  Federal Income Taxes

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

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

    9.  Amortization of Intangible Assets

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

    10.  Employee Benefit Plans

    The Corporation has an Employee Stock Ownership Plan ("ESOP") which provides
    retirement  benefits for  substantially all employees who have completed one
    year of service.  Contributions of $125,000, $115,000 and $103,000 were made
    to the  ESOP  for the  years  ended  September  30,  1999,  1998  and  1997,
    respectively. At September 30, 1999, the ESOP held 349,089 shares (adjusted)
    of the  Corporation's  common  stock,  all of which  had been  allocated  to
    participants as of that date.


                                       33
<PAGE>


                          Winton Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        September 30, 1999, 1998 and 1997


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

    10.  Employee Benefit Plans (continued)

    The Company has a  contributory  401(k) plan covering all employees who have
    attained the age of 21 and have completed one year of service. Contributions
    to the plan are voluntary and are matched at the  discretion of the Board of
    Directors.  Contributions to the plan totaled $44,000,  $40,000 and $37,000,
    for the years ended September 30, 1999, 1998 and 1997, respectively.

    11.  Earnings Per Share

    Basic  earnings per share is computed  based upon  4,395,166,  4,375,685 and
    4,348,514  weighted-average  shares  outstanding  for the fiscal years ended
    September 30, 1999, 1998 and 1997, respectively.

    Diluted  earnings  per share is computed  taking into  consideration  common
    shares  outstanding and dilutive  potential common shares to be issued under
    the Corporation's stock option plan.  Weighted-average  common shares deemed
    outstanding  for purposes of computing  diluted  earnings per share  totaled
    4,583,738,  4,568,110 and 4,403,206 for the fiscal years ended September 30,
    1999, 1998 and 1997, respectively. Incremental shares related to the assumed
    exercise of stock options  included in the  calculation of diluted  earnings
    per share  totaled  188,572,  192,425 and 54,692 for the fiscal  years ended
    September 30, 1999, 1998 and 1997, respectively.

    12.  Cash and Cash Equivalents

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

    13.  Comprehensive Income

    The Corporation adopted SFAS No. 130, "Reporting  Comprehensive  Income," as
    of October 1, 1998.  SFAS No. 130  established  standards  for reporting and
    presentation  of  comprehensive  income and its  components in a full set of
    general-purpose  financial  statements.  It requires that all items that are
    required to be  recognized  under  accounting  standards  as  components  of
    comprehensive  income be reported in a financial statement that is presented
    with the  same  prominence  as  other  financial  statements.  SFAS No.  130
    requires that companies (i) classify items of other comprehensive  income by
    their  nature in a financial  statement  and (ii)  display  the  accumulated
    balance of other comprehensive  income separately from retained earnings and
    additional   paid-in   capital.   The   Corporation's   only   component  of
    comprehensive  income  consisted  of the  unrecognized  gain  on  securities
    designated as available for sale in accordance with SFAS No. 115.



                                       34
<PAGE>


                          Winton Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        September 30, 1999, 1998 and 1997

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

    14.  Fair Value of Financial Instruments

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

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

    The  following  methods  and  assumptions  were used by the  Corporation  in
    estimating its fair value disclosures for financial instruments at September
    30, 1999 and 1998:

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

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

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

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

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

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


                                       35
<PAGE>


                          Winton Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        September 30, 1999, 1998 and 1997


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

    14.  Fair Value of Financial Instruments (continued)

                  Commitments   to   extend    credit:    For   fixed-rate   and
                  adjustable-rate  loan  commitments,  the fair  value  estimate
                  considers the  difference  between  current levels of interest
                  rates and committed  rates.  The  difference  between the fair
                  value and notional amount of outstanding  loan  commitments at
                  September 30, 1999 and 1998, was not material.

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

                                                               1999                         1998
                                                     Carrying         Fair       Carrying         Fair
                                                        value        value          value        value
                                                                       (In thousands)
<S>                                                    <C>            <C>           <C>           <C>
    Financial assets
      Cash and cash equivalents                      $  2,081     $  2,081       $  7,076     $  7,076
      Investment securities designated
        as available for sale                           5,503        5,503          5,579        5,579
      Investment securities - at cost                  16,882       16,774         14,858       15,185
      Mortgage-backed securities designated
        as available for sale                             410          410            565          565
      Mortgage-backed securities - at cost             13,533       13,058         16,236       16,023
      Loans receivable - net                          413,550      409,693        351,369      365,074
      Federal Home Loan Bank stock                      5,925        5,925          4,592        4,592
                                                      -------      -------        -------      -------

                                                     $457,884     $453,444       $400,275     $414,094
                                                      =======      =======        =======      =======
    Financial liabilities
      Deposits                                       $312,072     $312,375       $306,343     $306,975
      Advances from Federal Home Loan Bank            116,532      111,618         67,404       67,411
      Advance payments and amounts due on loans

        serviced for others                             1,861        1,861          1,764        1,764
                                                      -------      -------        -------      -------

                                                     $430,465     $425,854       $375,511     $376,150
                                                      =======      =======        =======      =======
</TABLE>

    15.  Reclassifications

    Certain  prior year  amounts have been  reclassified  to conform to the 1999
    consolidated financial statement presentation.





                                       36
<PAGE>


                          Winton Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        September 30, 1999, 1998 and 1997


NOTE B - INVESTMENT AND MORTGAGE-BACKED SECURITIES

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

<TABLE>
<CAPTION>
                                                                  1999                           1998
                                                                         Estimated                   Estimated
                                                         Amortized            fair      Amortized         fair
                                                              cost           value           cost        value
                                                                               (In thousands)
<S>                                                         <C>             <C>             <C>           <C>
    Held to maturity:
      U.S. Government and agency
        obligations                                        $16,882         $16,774        $14,858      $15,185

    Available for sale:
      U.S. Government and agency obligations                 4,491           4,528          4,587        4,855
      Corporate equity securities                              103             975            103          724
                                                            ------          ------         ------       ------
         Total securities available for sale                 4,594           5,503          4,690        5,579
                                                            ------          ------         ------       ------

         Total investment securities                       $21,476         $22,277        $19,548      $20,764
                                                            ======          ======         ======       ======
</TABLE>

    At September  30, 1999,  the fair value  appreciation  of the  Corporation's
    investment  securities  in  excess  of  cost  totaled  $801,000,  which  was
    comprised of gross  unrealized  gains  totaling  approximately  $952,000 and
    gross unrealized losses totaling approximately $151,000.

    At September  30, 1998,  the fair value  appreciation  of the  Corporation's
    investment  securities  in excess of cost  totaled $1.2  million,  which was
    comprised solely of gross unrealized gains.

    The amortized  cost and estimated  fair value of U.S.  Government and agency
    obligations,  including those designated as available for sale, at September
    30, 1999, by term to maturity are shown below.
<TABLE>
<CAPTION>

                                                                  Estimated
                                        Amortized                      fair
                                             cost                     value
                                                      (In thousands)
<S>                                         <C>                       <C>
    Due in one year or less               $ 3,105                   $ 3,099
    Due in one to three years              15,923                    15,867
    Due in three to five years              2,345                     2,336
                                           ------                    ------

                                          $21,373                   $21,302
                                           ======                    ======
</TABLE>






                                       37
<PAGE>


                          Winton Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        September 30, 1999, 1998 and 1997


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

    The amortized cost, gross unrealized  gains,  gross unrealized  losses,  and
    estimated  fair values of  mortgage-backed  securities at September 30, 1999
    and 1998, are shown below.
<TABLE>
<CAPTION>

                                                                                            1999
                                                                                  Gross            Gross      Estimated
                                                               Amortized     unrealized       unrealized           fair
                                                                    cost          gains           losses          value
                                                                                      (In thousands)
<S>                                                               <C>            <C>                <C>            <C>
    Held to maturity:
      Federal Home Loan Mortgage Corporation
        Participation certificates                               $ 4,589          $   9            $(228)       $ 4,370
      Government National Mortgage Association
        Participation certificates                                   655             10               (7)           658
      Federal National Mortgage Association
        Participation certificates                                 3,995             -              (180)         3,815
        Collateralized mortgage obligations                          969             -               (79)           890
      CMC Securities Corporation
        Collateralized mortgage obligations                        3,137             -                -           3,137
      Residential Funding Corporation
        Collateralized mortgage obligations                          188             -                -             188
                                                                  ------           ----             ----         ------
         Total mortgage-backed securities
           held to maturity                                       13,533             19             (494)        13,058

    Available for sale:
      Government National Mortgage Corporation
        Participation Certificates                                   403              7               -             410
                                                                  ------           ----             ----         ------

         Total mortgage-backed securities                        $13,936          $  26            $(494)       $13,468
                                                                  ======           ====             ====         ======
</TABLE>















                                       38

<PAGE>


                          Winton Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        September 30, 1999, 1998 and 1997


NOTE B - INVESTMENT AND MORTGAGE-BACKED SECURITIES (continued)
<TABLE>
<CAPTION>

                                                                                            1998
                                                                                  Gross            Gross      Estimated
                                                               Amortized     unrealized       unrealized           fair
                                                                    cost          gains           losses          value
                                                                                      (In thousands)
<S>                                                                  <C>          <C>               <C>             <C>
    Held to maturity:
      Federal Home Loan Mortgage Corporation
        Participation certificates                               $ 6,808          $  11            $ (95)       $ 6,724
      Government National Mortgage Association
        Participation certificates                                   889              9               (1)           897
      Federal National Mortgage Association
        Participation certificates                                 4,033              1              (98)         3,936
        Collateralized mortgage obligations                        1,181             -               (12)         1,169
      CMC Securities Corporation
        Collateralized mortgage obligations                        3,137             -               (24)         3,113
      Residential Funding Corporation
        Collateralized mortgage obligations                          188             -                (4)           184
                                                                  ------           ----             ----         ------
         Total mortgage-backed securities
           held to maturity                                       16,236             21             (234)        16,023

    Available for sale:
      Government National Mortgage Corporation
        Participation Certificates                                   561              4               -             565
                                                                  ------           ----             ----         ------

         Total mortgage-backed securities                        $16,797          $  25            $(234)       $16,588
                                                                  ======           ====             ====         ======
</TABLE>



















                                       39
<PAGE>


                          Winton Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        September 30, 1999, 1998 and 1997


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

    The amortized cost of mortgage-backed securities, including those designated
    as  available  for sale at  September  30,  1999,  by  contractual  terms to
    maturity,  are shown below. Expected maturities will differ from contractual
    maturities  because  borrowers  may  generally  prepay  obligations  without
    prepayment penalties.
<TABLE>
<CAPTION>

                                                                  Amortized cost
                                                                  (In thousands)
<S>                                                                        <C>
    Due within three years                                               $     7
    Due after three years through five years                                 449
    Due after five years through ten years                                   186
    Due after ten years through twenty years                               3,754
    Due after twenty years                                                 9,540
                                                                          ------

                                                                         $13,936
                                                                          ======
</TABLE>


    Mortgage-backed  securities  with  an  approximate  carrying  value  of $1.5
    million were pledged to secure public deposits at September 30, 1999.


NOTE C - LOANS RECEIVABLE

    The composition of the loan portfolio at September 30 is as follows:
<TABLE>
<CAPTION>


                                                               1999            1998
                                                                   (In thousands)
<S>                                                          <C>               <C>
    Residential real estate
      One- to four-family residential                      $224,094          $181,285
      Multi-family residential                               80,309            76,399
      Construction                                           22,926            19,579
    Nonresidential real estate and land                      78,779            62,235
    Nonresidential construction                               9,729             9,782
    Consumer and other                                       11,709             9,485
                                                            -------           -------
                                                            427,546           358,765
    Less:
      Undisbursed portion of loans in process                15,070            14,321
      Deferred loan origination fees                            486               411
      Allowance for loan losses                                 932               917
                                                            -------           -------

                                                           $411,058          $343,116
                                                            =======           =======
</TABLE>




                                       40
<PAGE>


                          Winton Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        September 30, 1999, 1998 and 1997


NOTE C - LOANS RECEIVABLE (continued)

    The  Company's  lending  efforts  have  historically   focused  on  one-  to
    four-family  residential  and  multi-family  residential  real estate loans,
    which  comprise  approximately  $312.3  million,  or 76%,  of the total loan
    portfolio at September 30, 1999,  and $262.9  million,  or 77%, of the total
    loan  portfolio  at  September  30,  1998.  Generally,  such loans have been
    underwritten on the basis of no more than an 80% loan-to-value  ratio, which
    has historically  provided the Company with adequate  collateral coverage in
    the  event of  default.  Nevertheless,  the  Company,  as with  any  lending
    institution,  is subject to the risk that  residential  real  estate  values
    could deteriorate in its primary lending area of southwestern  Ohio, thereby
    impairing  collateral  values.  However,  management  is of the belief  that
    residential  real estate  values in the Company's  primary  lending area are
    presently stable.

    As discussed previously,  the Company has sold whole loans and participating
    interests in loans in the secondary market, generally retaining servicing on
    the loans sold.  Loans sold and  serviced for others  totaled  approximately
    $149.8   million  and  $176.8  million  at  September  30,  1999  and  1998,
    respectively.  At September 30, 1999,  loans sold with recourse totaled $9.3
    million.


NOTE D - ALLOWANCE FOR LOAN LOSSES

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


                                                 1999           1998         1997
                                                         (In thousands)
<S>                                               <C>           <C>          <C>
    Beginning balance                            $917           $905         $954
    Provision for losses on loans                 160             86            6
    Charge-off of loans                          (188)           (76)         (77)
    Recoveries of loan losses                      43              2           22
                                                  ---            ---          ---

    Ending balance                               $932           $917         $905
                                                  ===            ===          ===
</TABLE>









                                       41
<PAGE>


                          Winton Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        September 30, 1999, 1998 and 1997


NOTE D - ALLOWANCE FOR LOAN LOSSES (continued)

    At September 30, 1999, the Company's allowance for loan losses was comprised
    of a general  loan loss  allowance  of $884,000,  which is  includible  as a
    component  of  regulatory  risk-based  capital,  and a  specific  loan  loss
    allowance totaling $48,000.

    Nonperforming  and  nonaccrual  loans at September 30, 1999,  1998 and 1997,
    totaled $246,000, $1.2 million and $599,000,  respectively.  Interest income
    that would have been recognized had nonaccrual  loans performed  pursuant to
    contractual terms totaled approximately $8,000,  $38,200 and $28,500 for the
    years ended September 30, 1999, 1998 and 1997, respectively.


NOTE E - OFFICE PREMISES AND EQUIPMENT

    Office premises and equipment is comprised of the following at September 30:
<TABLE>
<CAPTION>

                                                        1999            1998
                                                           (In thousands)
<S>                                                     <C>             <C>
    Land                                              $  597          $  597
    Office buildings and improvements                  3,006           3,077
    Furniture, fixtures and equipment                  3,543           3,514
                                                       -----           -----
                                                       7,146           7,188
      Less accumulated depreciation and
        amortization                                   3,438           3,355
                                                       -----           -----

                                                      $3,708          $3,833
                                                       =====           =====
</TABLE>

    The Company  leases part of the main office  facility and the adjacent  real
    property under  three-year  operating lease  agreements at an annual cost of
    approximately  $70,000 per year. The leases for the main office facility and
    the adjacent  real property are  renewable  for four  additional  three-year
    terms at market rates. The Company may purchase the land and property at any
    time for total consideration of $500,000.  Further,  the Company had entered
    into a lease agreement during fiscal 1998 on a new loan origination  office,
    which provides for annual lease payments of $21,000  through fiscal 2002 and
    a commitment of $18,000 for fiscal 2003. The Company has an option to extend
    the lease  term for an  additional  five year  period at market  rates.  The
    Company also leases a branch office for approximately $43,000 per year under
    a two year lease  commitment  which began on July 1, 1999, with one two year
    renewable option at market rates.









                                       42
<PAGE>


                          Winton Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        September 30, 1999, 1998 and 1997


NOTE F - DEPOSITS

    Deposits consist of the following major classifications at September 30:
<TABLE>
<CAPTION>


    Deposit type and weighted-average interest rate                     1999             1998
                                                                          (In thousands)
<S>                                                                   <C>                <C>
    NOW accounts and money market deposits
      1999 - 1.07%                                                  $ 18,129
      1998 - 1.31%                                                                   $ 24,241
    Passbook and Club accounts
      1999 - 3.36%                                                    60,311
      1998 - 3.95%                                                                     55,087
                                                                     -------          -------

         Total demand, transaction and passbook deposits              78,440           79,328

    Certificates of deposit
      Original maturities of:
        Less than 12 months
          1999 - 5.05%                                                78,589
          1998 - 5.65%                                                                 71,059
        12 months to 36 months
          1999 - 5.76%                                                98,142
          1998 - 5.94%                                                                 99,357
        More than 36 months
          1999 - 6.19%                                                20,836
          1998 - 6.19%                                                                 20,130
      Individual Retirement and Keogh
        1999 - 5.84%                                                  36,065
        1998 - 6.04%                                                                   36,469
                                                                     -------          -------

         Total certificates of deposit                               233,632          227,015
                                                                     -------          -------

         Total deposit accounts                                     $312,072         $306,343
                                                                     =======          =======
</TABLE>

     The Company had  certificate of deposit  accounts with balances equal to or
     in excess of $100,000 totaling $68.8 million and $67.4 million at September
     30, 1999 and 1998, respectively.








                                       43
<PAGE>


                          Winton Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        September 30, 1999, 1998 and 1997


NOTE F - DEPOSITS (continued)

    Interest expense on deposits at September 30 is summarized as follows:
<TABLE>
<CAPTION>

                                                          1999           1998          1997
                                                                    (In thousands)
<S>                                                        <C>           <C>           <C>
    Passbook and money market deposit accounts         $ 1,991        $ 2,203       $ 2,264
    NOW accounts                                           234            217           244
    Certificates of deposit                             13,010         12,639        11,357
                                                        ------         ------        ------

                                                       $15,235        $15,059       $13,865
                                                        ======         ======        ======
</TABLE>

    Maturities  of  outstanding  certificates  of  deposit at  September  30 are
summarized as follows:
<TABLE>
<CAPTION>

                                                 1999            1998
                                                    (In thousands)
<S>                                            <C>               <C>
    Less than one year                       $153,858        $136,748
    One year to three years                    73,033          83,463
    More than three years                       6,741           6,804
                                              -------         -------

                                             $233,632        $227,015
                                              =======         =======

</TABLE>

NOTE G - ADVANCES FROM THE FEDERAL HOME LOAN BANK

    Advances  from the Federal Home Loan Bank,  collateralized  at September 30,
    1999,  by pledges of certain  residential  mortgage  loans  totaling  $174.8
    million,  and the Company's  investment in Federal Home Loan Bank stock, are
    summarized as follows:
<TABLE>
<CAPTION>

                                    Maturing fiscal
    Interest rate                    year ending in                    1999                 1998
                                                                         (Dollars in thousands)
<S>                                       <C>                          <C>                  <C>
    5.67% - 6.70%                              1999                $     -               $ 8,750
    5.77% - 8.35%                              2000                  37,500               11,000
    6.23% - 6.28%                              2001                   4,000                4,000
    6.05% - 7.20%                              2002                  10,190               10,256
    5.54% - 6.58%                              2003                  17,452               16,455
    2.50% - 6.97%                        Thereafter                  47,390               16,943
                                                                    -------               ------

                                                                   $116,532              $67,404
                                                                    =======               ======

    Weighted-average interest rate                                     5.94%                5.91%
                                                                       ====                 ====
</TABLE>






                                       44
<PAGE>


                          Winton Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        September 30, 1999, 1998 and 1997


NOTE H - FEDERAL INCOME TAXES

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

                                                                    1999         1998         1997
                                                                           (In thousands)
<S>                                                                 <C>          <C>          <C>
    Federal income taxes computed at statutory rate               $1,557       $2,115       $1,763
    Increase (decrease) in taxes resulting from:
      Nondeductible expenses                                         142           11           11
      Nontaxable dividend income                                      (4)          (4)          (4)
      Low income housing investment tax credits                      (42)         (42)         (42)
      Other                                                          (13)          12          (19)
                                                                   -----        -----        -----
    Federal income tax provision per consolidated
      financial statements                                        $1,640       $2,092       $1,709
                                                                   =====        =====        =====

    Effective tax rate                                              35.8%        33.6%        33.0%
                                                                    ====         ====         ====
</TABLE>

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

    Taxes (payable) refundable on temporary                                                  1999         1998
    differences at statutory rate:                                                             (In thousands)
<S>                                                                                          <C>         <C>
    Deferred tax assets:
      General loan loss allowance                                                         $   317      $   286
      Amortization of intangible assets                                                        35           42
      Other                                                                                     6           -
                                                                                           ------       ------
         Total deferred tax assets                                                            358          328

    Deferred tax liabilities:
      Federal Home Loan Bank stock dividends                                                 (757)        (528)
      Difference between book and tax depreciation                                            (81)         (50)
      Percentage of earnings bad debt deduction                                              (282)        (331)
      Unrealized gains on securities designated as available for sale                        (312)        (303)
      Deferred loan origination costs                                                        (352)        (366)
      Mortgage servicing rights                                                              (257)        (268)
      Other                                                                                    -           (57)
                                                                                           ------       ------
         Total deferred tax liabilities                                                    (2,041)      (1,903)
                                                                                           ------       ------

         Net deferred tax liability                                                       $(1,683)     $(1,575)
                                                                                           ======       ======
</TABLE>





                                       45
<PAGE>


                          Winton Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        September 30, 1999, 1998 and 1997


NOTE H - FEDERAL INCOME TAXES (continued)

    The Company was allowed a special bad debt deduction generally limited to 8%
    of  otherwise  taxable  income,  subject  to  certain  limitations  based on
    aggregate loans and savings account  balances at the end of the year. If the
    amounts that qualify as deductions  for federal  income taxes are later used
    for purposes  other than for bad debt  losses,  including  distributions  in
    liquidation,  such  distributions will be subject to federal income taxes at
    the then current  corporate income tax rate. This percentage of earnings bad
    debt deduction had accumulated to approximately $2.2 million as of September
    30, 1999. The amount of the unrecognized  deferred tax liability relating to
    the cumulative bad debt  deduction was  approximately  $500,000 at September
    30, 1999.

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


NOTE I - LOAN COMMITMENTS

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

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

    At September  30, 1999,  the Company had total  outstanding  commitments  of
    approximately $7.0 million to originate  residential one- to four-family and
    multi-family real estate loans on the basis of an 80%  loan-to-value  ratio,
    of which $1.7  million  were  comprised  of  adjustable-rate  loans at rates
    ranging from 5.875% to 9.50%,  and $5.3 million were comprised of fixed-rate
    loans at rates  ranging  from 6.625% to 14.00%.  The Company  also had total
    outstanding    commitments   of   approximately    $915,000   to   originate
    nonresidential  real estate and land loans, of which $341,000 were comprised
    of  fixed-rate  loans at interest  rates  ranging  from 7.75% to 8.25%,  and
    $574,000 were comprised of adjustable rate loans at rates ranging from 7.50%
    to 7.75%.  Additionally,  the Company had unused lines of credit  related to
    home





                                       46

<PAGE>


                          Winton Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        September 30, 1999, 1998 and 1997


NOTE I - LOAN COMMITMENTS (continued)

    equity loans and  commercial  loans totaling $14.1 million and $7.0 million,
    respectively.  In the opinion of management, all loan commitments equaled or
    exceeded  prevalent market interest rates as of September 30, 1999, and such
    commitments have been underwritten on the same basis as that of the existing
    loan portfolio. Management believes that all loan commitments are able to be
    funded through cash flow from operations and existing excess liquidity. Fees
    received in connection  with these  commitments  have not been recognized in
    earnings.


NOTE J - REGULATORY CAPITAL

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

    The minimum capital  standards of the OTS generally  require the maintenance
    of regulatory  capital  sufficient to meet each of three tests,  hereinafter
    described as the tangible capital requirement,  the core capital requirement
    and the risk-based  capital  requirement.  The tangible capital  requirement
    provides for minimum tangible capital (defined as shareholders'  equity less
    all  intangible  assets) equal to 1.5% of adjusted  total  assets.  The core
    capital requirement provides for minimum core capital (tangible capital plus
    certain  forms of  supervisory  goodwill  and  other  qualifying  intangible
    assets)  equal to 3.0% of adjusted  total  assets.  The  risk-based  capital
    requirement  currently  provides  for the  maintenance  of core capital plus
    general loan loss  allowances  equal to 8.0% of  risk-weighted  assets as of
    September  30,  1999.  In computing  risk-weighted  assets,  Winton  Savings
    multiplies  the value of each asset on its statement of financial  condition
    by a defined  risk-weighted  factor,  e.g., one- to four-family  residential
    loans carry a risk-weighted factor of 50%.

    The OTS has proposed an amendment to the core capital requirement that would
    increase the minimum requirement to a range of 4.0% - 5.0% of adjusted total
    assets for substantially all savings associations. Management anticipates no
    material change to the Company's excess  regulatory  capital position if the
    proposal is adopted in its present form.






                                       47
<PAGE>


                          Winton Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        September 30, 1999, 1998 and 1997


NOTE J - REGULATORY CAPITAL (continued)

     As of September 30, 1999 and 1998, management believes that the Company met
     all capital adequacy requirements to which it was subject.
<TABLE>
<CAPTION>

                                                                As of September 30, 1999
                                                                                                 To be "well-
                                                                                              capitalized" under
                                                                     For capital               prompt corrective
                                             Actual                adequacy purposes          action provisions
                                         Amount    Ratio           Amount    Ratio             Amount     Ratio
                                                                (Dollars in thousands)
<S>                                       <C>       <C>            <C>         <C>              <C>         <C>
    Tangible capital                    $30,838      6.6%       =>$ 6,971    =>1.5%         =>$23,237     => 5.0%

    Core capital                        $30,838      6.6%       =>$13,942    =>3.0%         =>$27,885     => 6.0%

    Risk-based capital                  $31,722     10.0%       =>$25,378    =>8.0%         =>$31,722     =>10.0%
</TABLE>


<TABLE>
<CAPTION>
                                                                As of September 30, 1998
                                                                                                 To be "well-
                                                                                              capitalized" under
                                                                     For capital               prompt corrective
                                             Actual                adequacy purposes          action provisions
                                         Amount    Ratio           Amount    Ratio             Amount     Ratio
                                                                (Dollars in thousands)
<S>                                       <C>        <C>            <C>         <C>            <C>          <C>
    Tangible capital                    $29,122      7.2%       =>$ 6,112    =>1.5%         =>$20,374     => 5.0%

    Core capital                        $29,122      7.2%       =>$12,224    =>3.0%         =>$24,449     => 6.0%

    Risk-based capital                  $29,985     10.8%       =>$22,262    =>8.0%         =>$27,828     =>10.0%
</TABLE>

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






                                       48
<PAGE>


                          Winton Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        September 30, 1999, 1998 and 1997

NOTE K - STOCK OPTION PLANS

    Shareholders of the  Corporation  have approved stock option plans that have
    provided for the issuance of up to 1,051,210  common shares to be granted at
    the discretion of the Board of Directors.  Under the 1988 Stock Option Plan,
    649,680 common shares were reserved for issuance to directors, officers, and
    key employees of the Corporation and its subsidiary.  At September 30, 1999,
    523,000  options  under  the 1988  Plan  were  subject  to  exercise  at the
    discretion  of the grantees  through  fiscal  2001,  while  126,680  options
    remained ungranted at the Plan's expiration date. The 1999 Stock Option Plan
    reserved 401,530 common shares for issuance to directors,  officers, and key
    employees of the  Corporation  and its  subsidiary.  At September  30, 1999,
    247,030 options were ungranted.

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

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

                                                                      1999             1998              1997
<S>                                      <C>                          <C>              <C>               <C>
    Net earnings (In thousands)      As reported                    $2,940           $4,130            $3,477
                                                                     =====            =====             =====

                                       Pro-forma                    $2,566           $4,039            $3,477
                                                                     =====            =====             =====

    Earnings per share
      Basic                          As reported                      $.67             $.94              $.80
                                                                       ===              ===               ===

                                       Pro-forma                      $.58             $.92              $.80
                                                                       ===              ===               ===

      Diluted                        As reported                      $.64             $.90              $.79
                                                                       ===              ===               ===

                                       Pro-forma                      $.56             $.88              $.79
                                                                       ===              ===               ===
</TABLE>





                                       49

<PAGE>


                          Winton Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        September 30, 1999, 1998 and 1997


NOTE K - STOCK OPTION PLANS (continued)

    The fair value of each option  grant is estimated on the date of grant using
    the  modified   Black-Scholes   options-pricing  model  with  the  following
    assumptions used for grants in fiscal 1999 and 1998:  dividend yield of 2.3%
    and  3.4%,  respectively,  expected  volatility  of 20.0%  for  both  years,
    risk-free  interest rate of 6.0% for both years, and expected lives of seven
    years and ten years, respectively.

    A  summary  of the  status of the  Corporation's  stock  option  plans as of
    September 30, 1999,  1998 and 1997, and changes during the periods ending on
    those dates is presented below:
<TABLE>
<CAPTION>

                                                1999                           1998                       1997
                                                     Weighted-                     Weighted-                  Weighted-
                                                       average                       average                    average
                                                      exercise                      exercise                   exercise
                                          Shares         price          Shares         price         Shares       price
<S>                                        <C>            <C>            <C>            <C>            <C>         <C>
    Outstanding at beginning of year     481,000        $ 6.13         501,375        $5.78         513,559        $5.72
    Granted                              154,500         13.21          30,000         9.94              -             -
    Exercised                            (13,200)         6.09         (50,375)        4.93         (12,184)        2.99
    Forfeited                                 -              -              -             -              -
                                         -------         -----         -------         ----         -------         ----
    -

    Outstanding at end of year           622,300        $ 7.89         481,000        $6.13         501,375        $5.78
                                         =======         =====         =======         ====         =======         ====

    Options exercisable at year-end      622,300        $ 7.89         481,000        $6.13         501,375        $5.78
                                         =======         =====         =======         ====         =======         ====
    Weighted-average fair value of
      options granted during the year                   $ 3.54                        $1.99                          N/A
                                                         =====                         ====                          ===
</TABLE>

    The following  information  applies to options  outstanding at September 30,
1999:
<TABLE>
<CAPTION>
<S>                                                                          <C>
    Number outstanding                                                     622,300
    Range of exercise prices                                        $5.00 - $13.25
    Weighted-average exercise price                                          $7.89
    Weighted-average remaining contractual life                         6.63 years
</TABLE>













                                       50
<PAGE>


                          Winton Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        September 30, 1999, 1998 and 1997


NOTE L - CONDENSED FINANCIAL STATEMENTS OF WINTON FINANCIAL
  CORPORATION

    The  following  condensed  financial   statements  summarize  the  financial
    position of the  Corporation  as of  September  30,  1999 and 1998,  and the
    results of its  operations  and its cash  flows for each of the years  ended
    September 30, 1999, 1998 and 1997.

                          Winton Financial Corporation
<TABLE>
<CAPTION>
                        STATEMENTS OF FINANCIAL CONDITION
                                  September 30,


          ASSETS                                                        1999            1998
                                                                          (In thousands)
<S>                                                                    <C>            <C>
    Cash                                                             $   421          $   265
    Investment in The Winton Savings and Loan Co.                     31,284           29,789
    Corporate equity securities - at fair value                          975              724
    Prepaid expenses and other assets                                     16                9
    Prepaid federal income tax                                            71               61
                                                                      ------           ------

         Total assets                                                $32,767          $30,848
                                                                      ======           ======

         LIABILITIES AND SHAREHOLDERS' EQUITY

    Accrued expenses and other liabilities                           $   331          $   250
    Deferred federal income taxes                                        296              211
                                                                      ------           ------
         Total liabilities                                               627              461

    Shareholders' equity
      Additional paid-in capital                                       9,917            9,827
      Retained earnings                                               21,619           19,970
      Unrealized gains on securities designated as
        available for sale, net of related tax effects                   604              590
                                                                      ------           ------

         Total shareholders' equity                                   32,140           30,387
                                                                      ------           ------

         Total liabilities and shareholders' equity                  $32,767          $30,848
                                                                      ======           ======
</TABLE>








                                       51

<PAGE>


                          Winton Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        September 30, 1999, 1998 and 1997

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

                          Winton Financial Corporation
<TABLE>
<CAPTION>
                             STATEMENTS OF EARNINGS
                            Year ended September 30,

                                                                         1999              1998           1997
                                                                                     (In thousands)
<S>                                                                      <C>               <C>            <C>
    Revenue
      Interest and dividends on investments                            $   18            $   15         $   13
      Gain on sale of investment securities
        designated as available for sale                                   -                 -              36
      Dividends received from subsidiary                                1,311               773            894
      Equity in undistributed earnings of subsidiary                    1,675             3,408          2,651
                                                                        -----             -----          -----
                                                                        3,004             4,196          3,594
    Expenses
      General and administrative                                           64                66            117
                                                                        -----             -----          -----

         Net earnings                                                  $2,940            $4,130         $3,477
                                                                        =====             =====          =====
</TABLE>

                          Winton Financial Corporation
<TABLE>
<CAPTION>
                            STATEMENTS OF CASH FLOWS
                            Year ended September 30,

                                                                         1999              1998           1997
                                                                                     (In thousands)
<S>                                                                      <C>               <C>            <C>
    Cash flows provided by (used in) operating activities:
      Net earnings for the year                                        $2,940            $4,130         $3,477
      Adjustments to reconcile net earnings to net cash
      provided by (used in) operating activities:
        Undistributed earnings of consolidated subsidiary              (1,675)           (3,408)        (2,651)
        Gain on sale of investment securities
          designated as available for sale                                 -                 -             (36)
        Increases (decreases) in cash due to changes in:
          Prepaid expenses and other assets                               (17)              (61)            23
          Other                                                           109                42             27
                                                                        -----             -----          -----
             Net cash provided by operating activities                  1,357               703            840

    Cash flows provided by investing activities:
      Proceeds from sale of investment securities
        designated as available for sale                                   -                 -             122

    Cash flows provided by (used in) financing activities:
      Payment of dividends on common stock                             (1,291)           (1,059)          (947)
      Proceeds from exercise of stock options                              90               308             46
                                                                        -----             -----          -----
             Net cash used in financing activities                     (1,201)             (751)          (901)
                                                                        -----             -----          -----

    Net increase (decrease) in cash and cash equivalents                  156               (48)            61

    Cash and cash equivalents at beginning of year                        265               313            252
                                                                        -----             -----          -----

    Cash and cash equivalents at end of year                           $  421            $  265         $  313
                                                                        =====             =====          =====
</TABLE>


                                       52


<PAGE>

                          Winton Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        September 30, 1999, 1998 and 1997


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

    Winton  Savings is subject to  regulations  imposed by the OTS regarding the
    amount of capital  distributions  payable by the Company to the Corporation.
    Generally,  Winton Savings'  payment of dividends is limited,  without prior
    OTS  approval,  to net income  for the  current  calendar  year plus the two
    preceding   calendar  years,  less  capital   distributions  paid  over  the
    comparable  time  period.  Insured  institutions  are  required  to  file an
    application  with  the OTS  for  capital  distributions  in  excess  of this
    limitation.  During November 1999,  Winton Savings  received OTS approval to
    make up to $1.3 million in capital distributions during fiscal 2000.








































                                       53
<PAGE>


                          Winton Financial Corporation


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

                                  Firstar, N.A.
                            Corporate Trust Services
                                425 Walnut Street
                           Cincinnati, Ohio 45201-1118

MARKET  SPECIALIST.  Cohen Specialists  L.L.C./Palbro  Partners L.L.C.  serve as
market specialists for Winton Financial's common shares.

ANNUAL MEETING.  The Annual Meeting of Shareholders of Winton  Financial will be
held on January 28, 2000,  at 10:00 a.m.  Eastern  Standard  Time,  at Shuller's
Wigwam, 6210 Hamilton Avenue, Cincinnati, Ohio 45224.

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

                          Winton Financial Corporation
                                5511 Cheviot Road
                             Cincinnati, Ohio 45247
                       Attention: Jill M. Burke, Treasurer




























                                       54
<PAGE>


                          Winton Financial Corporation
<TABLE>
<CAPTION>

<S>                                                                           <C>
WINTON FINANCIAL CORPORATION                                         THE WINTON SAVINGS AND LOAN CO.

Board of Directors                                                   Board of Directors

William J. Parchman                                                  William J. Parchman
Chairman of the Board                                                Chairman of the Board
Retired real estate executive
                                                                     Robert L. Bollin
Robert L. Bollin                                                     President
President of Winton Financial Corporation
and The Winton Savings and Loan Co.                                  Robert E. Hoeweler

Robert E. Hoeweler                                                   Henry L. Schulhoff
President, Hoeweler Group, Inc.
                                                                     Thomas H. Humes
Henry L. Schulhoff
President, Schulhoff and Company, Inc.                               Timothy M. Mooney

Thomas H. Humes                                                      J. Clay Stinnett
President, Great Traditions Land &
Development Co.
                                                                     Officers
Timothy M. Mooney
Vice President and Chief Financial Officer                           Robert L. Bollin
of Kendle International Inc.                                         President

J. Clay Stinnett                                                     Gregory J. Bollin
President, J.R. Concepts, Inc.                                       Executive Vice President

                                                                     Mary Ellen Lovett
Officers                                                             Senior Vice President/Savings

Robert L. Bollin                                                     Jill M. Burke
President                                                            Treasurer and Chief Financial Officer

James W. Brigger                                                     James W. Brigger
Secretary                                                            Vice President/Secretary

Jill M. Burke                                                        Marianne B. Kenner
Treasurer and Chief Financial Officer                                Vice President/Manager of Carthage Office

Gregory J. Bollin
Vice President

Mary Ellen Lovett
Vice President

</TABLE>




                                       55