Dear Shareholders,

We are  pleased to  present  Winton  Financial  Corporation's  Annual  Report to
Shareholders for the fiscal year ended September 30, 2000.

Net earnings for fiscal 2000 totaled $3.4  million,  or $.74 per diluted  share,
reflecting a $677,000 decline in net earnings before merger-related charges. The
reduced  earnings  level in the  current  year is  primarily  attributable  to a
$600,000  reduction in after-tax  gains on sale of loans.  Economic  uncertainty
precipitated  by six  Federal  Reserve  discount  rate  increases  over the past
eighteen months led to a marked decrease in loan volume compared to prior years'
historical levels.  Notwithstanding the reduced earnings, we are very proud that
our  earnings   performance  during  fiscal  2000  represented  Winton's  fourth
consecutive year of double digit returns on shareholders' equity, as well as the
third best annual operating results in the Company's history.

We recognize clearly the overriding significance of earnings to our shareholders
and have sought to provide a foundation  for future  growth in fiscal 2000.  The
starting point for the foundation was expense control.  We are pleased to report
that our recurring  operating  costs increased by less than 1 1/2% during fiscal
2000 and that we have  instituted  over $400,000 of  cost-saving  measures which
will be  realized in fiscal  2001.  We believe  that  efficient  operations  are
critical to our future  success and we will continue to explore every  available
cost-saving opportunity.

Your  Board of  Directors  and  management  are  aware  that we are in our tenth
straight year of economic  growth.  We recognize that this trend cannot continue
forever  and have sought to maximize  our  operating  posture in the event of an
economic  downturn.  Specifically,  we have  continued  to build  our loan  loss
allowance and have sought to improve the interest rate  sensitivity  of Winton's
loan portfolio.  We believe these strategic  stabilizing steps will enable us to
continue successful operations in an ever-increasing competitive environment.

Management believes that the next decade will witness an exponential increase in
banking technology.  We continue to explore the feasibility of new technological
products such as enhanced  lending  software and  interactive  internet  banking
applications.  We are  committed to keeping  Winton at the  forefront of banking
technology and will keep you informed of our continued progress.

In conclusion, we are pleased to have completed another successful year and look
eagerly toward our future success.

As always, we thank you for your continued support.

Very truly yours,

/s/Robert L. Bollin                               /s/William J. Parchman

Robert L. Bollin                                  William J. Parchman
President                                         Chairman of the Board


<PAGE>
                          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.  Each  transaction  was
accounted for as a 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 one loan production  office in
the Western Hills area of Cincinnati.

Winton Savings is  principally  engaged in the business of making first mortgage
loans to finance the purchase,  construction  or  improvement  of residential or
other real property.  Such business is conducted through an aggressive marketing
and selling  effort of its lending  products and services to the  communities in
its market area and through the  continued  development  of  innovative  lending
programs that give Winton Savings a competitive advantage.

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


Winton Financial's common shares are listed on the American Stock Exchange, Inc.
("Amex"),  under the symbol "WFI." As of December 7, 2000,  Winton Financial had
4,412,014  common shares  outstanding  and held of record by  approximately  434
shareholders.  The number of shareholders does not reflect the number of persons
or entities  who may hold stock in nominee or "street"  name  through  brokerage
firms or others.

Presented  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 2000 and 1999. 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

2000
<S>                                             <C>                 <C>                     <C>
Quarter ending December 31, 1999              $14.94               $12.50                  $.080
Quarter ending March 31, 2000                  14.00                 8.50                   .080
Quarter ending June 30, 2000                   10.38                 7.50                   .080
Quarter ending September 30, 2000              11.50                 8.63                   .080

1999

Quarter ending December 31, 1998              $14.75               $10.88                  $.075
Quarter ending March 31, 1999                  15.50                12.50                   .075
Quarter ending June 30, 1999                   13.88                11.00                   .075
Quarter ending September 30, 1999              15.50                10.38                   .075
</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  earnings for that year to date,  plus its retained  earnings for
the preceding two years.  Savings associations that have total capital in excess
of the  "well-capitalized"  capital requirement,  and that 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)            2000           1999           1998            1997           1996
                                                                               (In thousands)
<S>                                                   <C>            <C>            <C>             <C>            <C>
Total amount of:
  Assets                                          $465,214       $466,278       $408,938        $371,233       $341,680
  Interest-bearing deposits in other financial
    institutions                                       672            434          4,879           3,782          1,046
  Investment securities (2)                         20,030         22,385         20,437          16,231         12,309
  Mortgage-backed securities (2)                    12,612         13,943         16,801          20,149         24,780
  Loans receivable, net (3)                        415,447        413,550        351,369         317,830        290,885
  Deposits                                         309,889        312,072        306,343         279,034        261,548
  FHLB advances and other borrowings               115,720        116,532         67,404          61,754         51,889
  Shareholders' equity - net, restricted            34,006         32,140         30,387          26,610         23,915

</TABLE>

<TABLE>
<CAPTION>

                                                                           Year ended September 30,
Statement of Earnings Data: (1)                       2000           1999           1998            1997           1996
                                                                    (In thousands, except share data)
<S>                                                    <C>           <C>            <C>             <C>            <C>
Total interest income                              $35,942        $32,896        $30,793         $27,746        $24,131
Total interest expense                             (23,470)       (20,313)       (19,112)        (17,157)       (14,825)
                                                    ------         ------         ------          ------         ------
Net interest income                                 12,472         12,583         11,681          10,589          9,306
Provision for losses on loans                         (125)          (160)           (86)             (6)          (279)
                                                    ------         ------         ------          ------         ------
Net interest income after provision for
  losses on loans                                   12,347         12,423         11,595          10,583          9,027
Other income                                         1,393          2,234          2,233           1,756          1,600
General, administrative and other expense           (8,654)       (10,077)        (7,606)         (7,153)        (9,051)
                                                    ------         ------         ------          ------         ------
Earnings before income taxes                         5,086          4,580          6,222           5,186          1,576
Federal income taxes                                (1,701)        (1,640)        (2,092)         (1,709)          (536)
                                                    ------         ------         ------          ------         ------
Net earnings                                       $ 3,385        $ 2,940        $ 4,130         $ 3,477        $ 1,040
                                                    ======         ======         ======          ======         ======

Earnings per share
  Basic  (1)                                         $0.77          $0.67          $0.94           $0.80          $0.24
                                                      ====           ====           ====            ====           ====
  Diluted (1)                                        $0.74          $0.64          $0.90           $0.79          $0.24
                                                      ====           ====           ====            ====           ====
</TABLE>


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

(1)  The financial data as of and for the fiscal years ended  September 30, 1996
     through 1998,  inclusive,  were  previously  restated to give effect to the
     combination  with  BenchMark.  The  merger  was  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)                                     2000            1999           1998            1997           1996
<S>                                                   <C>            <C>            <C>            <C>             <C>
Interest rate spread                                 2.35%           2.63%          2.65%          2.75%           2.72%
Net interest margin                                  2.70            2.95           3.02           3.07            3.05
Return on average equity (2)                        10.19            9.32          14.42          13.76            4.31
Return on average assets (2)                          .72             .67           1.05            .98             .33
Shareholders' equity to assets                       7.31            6.89           7.43           7.17            7.00
Average interest-earning assets to
  average interest-bearing liabilities             106.80          106.53         107.43         106.31          106.29
Net interest income to general,
  administrative and other expense (2)             144.12          124.87         153.58         148.04          135.78
General, administrative and other
  expense to average total assets (2)                1.83            2.30           1.87           2.62            2.86
Nonperforming assets to total
  assets                                              .42             .16            .15            .31             .34
Allowance for loan losses to nonperforming
  loans                                             81.50          378.86         220.13         111.72           78.00
Dividend payout ratio                               41.56           43.82          25.68          27.21           90.71

Number of:
  Loans outstanding                                  7,021          7,065          6,936           6,616          6,449
  Deposit accounts                                  26,022         26,058         26,503          25,495         25,587
  Full service offices                                   7              7              8               8              8
</TABLE>

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

(1)  The financial data as of and for the fiscal years ended  September 30, 1996
     through 1998,  inclusive,  were  previously  restated to give effect to the
     combination  with  BenchMark.  The  merger  was  accounted  for  using  the
     pooling-of-interests method of accounting.

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

     Return on average equity                               13.00%
     Return on average assets                                 .94
     Net interest income to general, administrative
       and other expense                                   147.98
     General, administrative and other expense
       to average total assets                               1.94









                                       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 2000,
1999 and 1998.


Forward-Looking Statements

In the  following  pages,  management  presents  an  analysis  of the  financial
condition  of Winton  Financial as of  September  30,  2000,  and the results of
operations  for fiscal  2000,  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 the Gramm-Leach-Bliley Act, as set forth under "Potential
     Impact of Gramm-Leach-Bliley Act 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, 1999 to September 30, 2000,"  "Comparison of
     Results of  Operations  for the Fiscal Years Ended  September  30, 2000 and
     1999."

5.   Management's opinion 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,  1999 to
September 30, 2000

Winton Financial's  consolidated  assets totaled $465.2 million at September 30,
2000,  a decrease of $1.1  million,  or .2%,  from  September  30, 1999  levels.
Management  controlled  the growth of the  Corporation  during fiscal 2000 in an
effort to enhance Winton Savings' capital position while simultaneously striving
to improve the Company's interest rate risk position.

Cash and  interest-bearing  deposits decreased during fiscal 2000 by $58,000, or
2.8%, to $2.0 million at September 30, 2000. Investment securities totaled $20.0
million at September 30, 2000, a decrease of $2.4 million,  or 10.5%,  from 1999
levels.   This  decrease  resulted  from  sales  and  maturities  of  investment
securities  in the  amount  of $4.6  million  during  fiscal  2000,  which  were
partially offset by purchases of $2.5 million.

Loans receivable,  including loans held for sale,  increased by $1.9 million, or
 .5%, during fiscal 2000 to a total of $415.4  million.  During fiscal 2000, loan
origination  volume totaled $150.8  million,  a decrease of $135.7  million,  or
47.3%,  from fiscal 1999.  Winton  Savings  experienced  lower loan  origination
volume compared to the previous year's extraordinary level primarily as a result
of the  decrease  in demand for such loans  because  of an overall  increase  in
interest  rates in the  economy.  The  growth  in the loan  portfolio  consisted
primarily of $1.7 million in residential real estate construction,  $3.2 million
in nonresidential  real estate,  construction and land loans and $3.5 million in
consumer  loans,  which  were  offset by a decline  of $1.9  million  in one- to
four-family residential loans, $2.4 million in multi-family residential loans, a
$976,000 increase in the level of undisbursed loans in process and a decrease of
$949,000 in loans held for sale.  Loan sales volume totaled $50.7 million during
fiscal 2000, a decrease of $48.5 million, or 48.9%, from fiscal 1999 levels.

At September 30, 2000, the allowance for loan losses of Winton  Savings  totaled
$1.0 million,  an increase of $68,000 over the level maintained at September 30,
1999. At September 30, 2000, the allowance represented approximately .23% of the
total loan portfolio and 81.5% of total non-performing  loans. At that date, the
ratio of total  non-performing loans to total loans amounted to .28% compared to
 .06% at September  30, 1999.  Nonperforming  loans  amounted to $1.2 million and
$246,000 at September 30, 2000 and 1999,  respectively.  Nonperforming loans are
comprised  primarily of loans secured by  one-to-four  family  residential  real
estate.  It is  the  opinion  of  management  that  such  loans  are  adequately
collateralized  and no loss is  anticipated  on  nonperforming  loans.  Although
management believes that its allowance for loan losses at September 30, 2000 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  $309.9  million at  September  30,  2000,  a decrease of $2.2
million,  or .7%, from 1999 levels.  This decrease  resulted from a $4.1 million
reduction  in  passbook  accounts  and a $629,000  decrease in  certificates  of
deposit,  which were offset by an increase in NOW and money  market  accounts of
$2.6  million.  During  fiscal  2000,  management  elected to  replace  maturing
brokered certificates of deposit, which declined by $5.7 million, or 20.9%, with
specifically  marketed certificate of deposit offerings.  Such brokered deposits
totaled  approximately $21.6 million and $27.3 million at September 30, 2000 and
1999, 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,  1999 to
September 30, 2000 (continued)

Advances from the FHLB and other borrowings  totaled $115.7 million at September
30,  2000,  a decrease  of  $812,000,  or .7%,  from the amount  outstanding  at
September  30,  1999.   Management   generally  utilizes  such  advances  as  an
alternative source of funding loan originations.

Shareholders' equity totaled $34.0 million at September 30, 2000, an increase of
$1.9 million,  or 5.8%, over the September 30, 1999 total. The increase resulted
primarily  from net earnings of $3.4  million,  coupled with $55,000 in proceeds
from the exercise of stock options,  which were partially offset by dividends on
common shares totaling $1.4 million.


Comparison  of Results of  Operations  for the Fiscal Years Ended  September 30,
2000 and 1999

General

Net earnings for the fiscal year ended September 30, 2000, totaled $3.4 million,
a $445,000,  or 15.1%,  increase over the $2.9 million in net earnings  reported
for fiscal 1999.  In fiscal 1999,  Winton  recorded an after-tax  charge of $1.1
million  for  costs  associated  with  the  acquisition  of  BenchMark.   Before
consideration  of these merger costs,  net earnings  amounted to $4.1 million in
fiscal  1999.  The  decrease in  earnings,  before  merger-related  charges,  of
$677,000, or 16.7%, resulted primarily from an $841,000 decline in other income,
a $151,000  increase in general,  administrative  and other expense,  a $111,000
decline in net interest  income,  and a $182,000  increase in the  provision for
federal income taxes,  which were partially  offset by a $35,000  decline in the
provision for loan losses.

Net Interest Income

Total interest  income amounted to $35.9 million for fiscal 2000, an increase of
$3.0 million,  or 9.3%, over fiscal 1999. The increase resulted primarily from a
$35.0 million, or 8.2%, increase in average interest-earning assets year to year
and an 8 basis point increase in the weighted-average  yield, to 7.78% in fiscal
2000.  Interest  income on loans and  mortgage-backed  securities  totaled $34.3
million in fiscal 2000, an increase of $3.1 million,  or 9.9%, over fiscal 1999.
This increase resulted primarily from a $35.2 million,  or 8.8%, increase in the
average balance outstanding and an increase in yield from 7.84% in 1999 to 7.92%
in fiscal 2000.  Interest income on investment  securities and  interest-bearing
deposits totaled $1.6 million,  a $43,000,  or 2.6%,  decrease from fiscal 1999,
due primarily to a $230,000  decrease in the average  balance  outstanding and a
decrease in yield from 5.80% in 1999 to 5.70% in fiscal 2000.

Interest  expense on deposits totaled $15.9 million for fiscal 2000, an increase
of $622,000,  or 4.1%, over fiscal 1999. The increase resulted primarily from an
increase in the average  cost of deposits  from 4.91% in fiscal 1999 to 5.08% in
fiscal 2000 and an increase in the average balance  outstanding of $1.9 million.
Interest expense on borrowings totaled $7.6 million for fiscal 2000, an increase
of $2.5 million, or 49.9%, over fiscal 1999 due primarily to a $29.9 million, or
33.1%,  increase in the average balance  outstanding and an increase of 71 basis
points in the average cost of borrowings, to 6.33% in fiscal 2000.





                                       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,
2000 and 1999 (continued)

Net Interest Income (continued)

As a result of the foregoing  changes in interest  income and interest  expense,
net interest income  decreased by $111,000,  or .9%, to $12.5 million for fiscal
2000,  compared  to $12.6  million for fiscal  1999.  The  interest  rate spread
declined  by 28 basis  points,  from 2.63% for  fiscal  1999 to 2.35% for fiscal
2000.  The net interest  margin  amounted to 2.70% for fiscal 2000,  compared to
2.95% for fiscal 1999.

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 $125,000
provision  for losses on loans during  fiscal  2000,  compared to a provision of
$160,000  recorded in fiscal 1999. The fiscal 2000 provision was based primarily
upon  growth  in the  loan  portfolio  during  the  year  and  the  increase  in
nonperforming  loans.  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  decreased  by  $841,000,  or 37.6%,  for the  fiscal  year  ended
September  30,  2000,  compared to fiscal  1999,  due to a  $906,000,  or 66.2%,
decrease in gain on sale of mortgage  loans and the effects of a $70,000 gain on
real estate acquired  through  foreclosure  recorded in fiscal 1999,  which were
partially  offset by an increase of  $147,000 in mortgage  servicing  fees and a
gain on sale of  investments  of $8,000.  The  decrease in gain on sale of loans
resulted primarily from a $48.5 million, or 48.9%,  decline in sales volume year
to year, due to the overall  increase in interest  rates during the period.  The
increase in net  mortgage  servicing  fees  generally  reflects the effects of a
reduction in amortization of capitalized mortgage servicing rights year to year.

General, Administrative and Other Expense

General,  administrative  and other expense increased by $151,000,  or 1.8%, for
the  year  ended  September  30,  2000,  compared  to the same  period  in 1999,
excluding the $1.6 million of one-time pre-tax  merger-related  charges recorded
in fiscal 1999.  The  increase  consisted  of a $293,000,  or 6.8%,  increase in
employee compensation and benefits, a $51,000, or 18.6%, increase in advertising
expense,  and a $14,000  increase in  occupancy  and  equipment  expense.  These
increases  were  partially  offset by a  $139,000,  or 9.1%,  decrease  in other
operating  expense, a $37,000,  or 20.8%,  decrease in federal deposit insurance
premiums, and a decrease in franchise taxes of $31,000, or 8.6%. The increase in
employee  compensation  and  benefits  resulted  primarily  from a reduction  in
deferred salary costs due to a decrease in loan production




                                       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,
2000 and 1999 (continued)

General, Administrative and Other Expense (continued)

volume,  coupled  with normal  merit  increases.  Also,  during  fiscal  2000, a
one-time  payment was made to an  executive  officer for early  retirement.  The
decrease in other operating expense was attributable to efficiencies realized in
the merger with BenchMark.  The decrease in federal deposit  insurance  premiums
was due to a reduction in insurance premium rates.

Federal Income Taxes

The  provision  for federal  income taxes was $1.7  million for fiscal 2000,  an
increase of $61,000,  or 3.7%,  compared to fiscal 1999. This increase  resulted
primarily from the increase in net earnings before taxes of $506,000,  or 11.0%,
which was partially  offset by the effects of the  nondeductible  merger-related
expenses  recorded in fiscal 1999. Winton  Financial's  effective tax rates were
33.4%  and  35.8%  for the  fiscal  years  ended  September  30,  2000 and 1999,
respectively.


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.





                                       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,
1999 and 1998 (continued)

Net Interest Income (continued)

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.

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

As a result of an  analysis  of  historical  experience,  the volume and type of
lending conducted by the Company,  the status of past due principal and interest
payments, 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 a $160,000  provision for
losses on loans  during  fiscal  1999,  an increase of $74,000,  or 86.0%,  over
fiscal 1998.  The fiscal 1999  provision was due primarily to growth in the loan
portfolio during the year.

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.





                                       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,
1999 and 1998 (continued)

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.

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 totaled $1.6 million for fiscal 1999, a
decrease of $452,000,  or 21.6%, 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.



















                                       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,
                                                                       2000                                 1999
                                                           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)                                    $420,024    $33,521         7.98%     $382,745    $30,343       7.93%
  Mortgage-backed securities - available for sale              376         26         6.91           478         31       6.49
  Mortgage-backed securities - held to maturity             12,865        759         5.90        14,839        843       5.68
  Investment securities - available for sale                 4,247        227         5.34         5,364        303       5.65
  Investment securities - held to maturity                  17,561        955         5.44        15,911        882       5.54
  Interest-bearing deposits and other                        6,908        454         6.57         7,671        494       6.44
                                                           -------     ------       ------       -------     ------     ------
     Total interest-earning assets                         461,981     35,942         7.78       427,008     32,896       7.70

Non-interest-earning assets                                 10,721                                10,816
                                                           -------                               -------

     Total assets                                         $472,702                              $437,824
                                                           =======                               =======

Interest-bearing liabilities:
  Deposits                                                $312,338     15,857         5.08      $310,471     15,235       4.91
  FHLB advances and other borrowings                       120,239      7,613         6.33        90,365      5,078       5.62
                                                           -------     ------       ------       -------     ------     ------
     Total interest-bearing liabilities                    432,577     23,470         5.43       400,836     20,313       5.07
                                                                       ------       ------                   ------     ------

Non-interest-bearing liabilities                             6,912                                 5,455
                                                           -------                               -------

     Total liabilities                                     439,489                               406,291

Shareholders' equity                                        33,213                                31,533
                                                           -------                               -------

     Total liabilities and shareholders' equity           $472,702                              $437,824
                                                           =======                               =======

Net interest income/Interest rate spread                              $12,472         2.35%                 $12,583       2.63%
                                                                       ======       ======                   ======     ======
Net interest margin (net interest income as a
  percent of average interest-earning assets)                                         2.70%                               2.95%
                                                                                    ======                              ======

Average interest-earning assets to interest-bearing liabilities                     106.80%                             106.53%
                                                                                    ======                              ======

                                                                Year ended September 30,
                                                                        1998
                                                            Average   Interest
                                                        outstanding    earned/     Yield/
                                                            balance       paid       rate
                                                                 (Dollars in thousands)
<S>                                                          <C>          <C>         <C>
Interest-earning assets:
  Loans receivable (1)                                     $342,109    $28,102        8.21%
  Mortgage-backed securities - available for sale               687         46        6.70
  Mortgage-backed securities - held to maturity              17,840      1,087        6.09
  Investment securities - available for sale                  4,889        279        5.71
  Investment securities - held to maturity                   13,590        835        6.14
  Interest-bearing deposits and other                         7,495        444        5.92
                                                            -------     ------      ------
     Total interest-earning assets                          386,610     30,793        7.96

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

     Total assets                                          $393,093
                                                            =======

Interest-bearing liabilities:
  Deposits                                                 $291,038     15,059        5.17
  FHLB advances and other borrowings                         68,824      4,053        5.89
                                                            -------     ------      ------
     Total interest-bearing liabilities                     359,862     19,112        5.31


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

     Total liabilities                                     364,451

Shareholders' equity                                        28,642
                                                           -------

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

Net interest income/Interest rate spread                              $11,681        2.65%
                                                                       ======      ======
Net interest margin (net interest income as a
  percent of average interest-earning assets)                                        3.02%
                                                                                   ======

Average interest-earning assets to interest-bearing liabilities                    107.43%
                                                                                   ======
</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,
                                                             2000 vs. 1999                          1999 vs. 1998
                                                          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)                               $2,974    $   204     $3,178          $3,230     $ (989)    $2,241
  Mortgage-backed securities - available
    for sale                                             (6)         1         (5)            (14)        (1)       (15)
  Mortgage-backed securities - held to
    maturity                                           (115)        31        (84)           (174)       (70)      (244)
  Investment securities - available for sale            (61)       (15)       (76)             27         (3)        24
  Investment securities - held to maturity               90        (17)        73             135        (88)        47
  Other interest-earning assets (2)                     (51)        11        (40)             10         40         50
                                                      -----     ------      -----           -----      -----      -----
     Total interest income                            2,831        215      3,046           3,214     (1,111)     2,103

Interest expense attributable to:
  Deposits                                               93        529        622             963       (787)       176
  Borrowings                                          1,833        702      2,535           1,218       (193)     1,025
                                                      -----     ------      -----           -----      -----      -----
     Total interest expense                           1,926      1,231      3,157           2,181       (980)     1,201
                                                      -----     ------      -----           -----      -----      -----

Increase (decrease) in net interest income           $  905    $(1,016)    $ (111)         $1,033     $ (131)    $  902
                                                      =====     ======      =====           =====      =====      =====
</TABLE>

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

(1)  Includes loans held for sale.

(2)  Includes interest-bearing deposits.





                                       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,  2000,  approximately  $161.0  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  lengthen  the
maturities of  liabilities to the extent  practicable  by marketing  longer term
certificates of deposit,  and (4) 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.  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.  Pursuant to the pending OTS amendment to the
capital regulations, 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, 2000, 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 $14.5 million at September 30, 2000,  Winton
Savings  would have been  required to reduce its capital by  approximately  $2.6
million  in  determining  whether  Winton  Savings  met its  risk-based  capital
requirement,  if  such  regulation  had  been  in  effect  for  Winton  Savings.
Regardless of such reduction,  however,  Winton Savings'  risk-based  capital at
September 30, 2000,  would still have  exceeded the  regulatory  requirement  by
approximately $7.7 million.

The  September  30, 2000 table  expresses  an analysis of interest  rate risk as
measured by the change in the NPV ratio for instantaneous and sustained parallel
shifts of 100-300 basis points in market interest  rates.  This is a change from
previous years analysis using the percentage change.
<TABLE>
<CAPTION>

                                       Board limit
Change in interest rate                  NPV Ratio                  September 30, 2000
    (Basis Points)                   not less than                        NPV Ratio
<S>                                            <C>                            <C>
         +300                                4.00%                          3.75%
         +200                                6.00                           5.29
         +100                                6.50                           6.78
           -                                 7.00                           8.17
         -100                                7.50                           9.31
         -200                                8.00                          10.23
         -300                                8.50                          11.13
</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, 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>

Due to the Federal Reserve's six increases in the discount rate over the past 18
months,  Winton Savings is currently  deviating from Board limits established at
the +200 and  +300  basis  point  increase  shock  level.  To  improve  the rate
sensitivity  of the  Company's  interest  rate risk  exposure,  Winton  Savings'
management has steadily  increased  capital levels and restrained  growth of the
Company.

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, 2000,  Winton  Savings had $138.5  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,  2000,  the Company had $113.7  million of  outstanding  FHLB
advances. The Company has also utilized 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, 2000,  the Company had $21.6  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,
                                                                         2000              1999           1998
                                                                                     (In thousands)
<S>                                                                       <C>              <C>            <C>
Net earnings                                                           $3,385           $ 2,940        $ 4,130
Adjustments to reconcile net earnings to net
  cash provided by (used in) operating activities                       1,317             6,722         (3,744)
                                                                        -----            ------         ------
Net cash provided by operating activities                               4,702             9,662            386
Net cash used in investing activities                                    (534)          (68,535)       (31,507)
Net cash provided by (used in) financing activities                    (4,226)           53,878         32,554
                                                                        -----            ------         ------
Net increase (decrease) in cash and
  cash equivalents                                                        (58)           (4,995)         1,433
Cash and cash equivalents at beginning of year                          2,081             7,076          5,643
                                                                        -----            ------         ------
Cash and cash equivalents at end of year                               $2,023           $ 2,081        $ 7,076
                                                                        =====            ======         ======
</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  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,  including  mortgage-backed  securities
and loans, to the sum of net withdrawable savings plus borrowings payable within
one year,  was 13.1% at September 30, 2000. At September 30, 2000, the Company's
"liquid" assets totaled  approximately  $34.1 million,  which was  approximately
$23.7 million in excess of the current OTS minimum requirement. Winton Financial
believes  that the  Company's  liquidity  posture at  September  30,  2000,  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, 2000,  Winton Savings'  tangible capital of $35.0
million,  or 7.5% of adjusted  total assets,  exceeded the 1.5%  requirement  by
$28.0  million;  its core capital of $35.0  million,  or 7.5% of adjusted  total
assets,  exceeded  the  minimum  4.0%  requirement  by  $16.4  million;  and its
risk-based capital of $36.0 million, or 11.2% of risk-weighted assets,  exceeded
the 8% requirement by $10.3 million.


Potential Impact of Gramm-Leach-Bliley Act on Future Results of Operations

On November 12,  1999,  the  Gramm-Leach-Bliley  Act (the "GLB Act") was enacted
into law. The GLB Act repealed  prior laws that had  generally  prevented  banks
from affiliating with securities and insurance firms and made other  significant
changes in financial  services in which various types of financial  institutions
may engage.

Prior to the GLB Act,  unitary  savings  and loan  holding  companies  which met
certain requirements were the only financial  institution holding companies that
were  permitted to engage in any type of business  activity,  whether or not the
activity was a financial  service.  The GLB Act continues those broad powers for
unitary thrift holding  companies in existence on May 4, 1999,  including Winton
Financial. Any thrift holding company formed after May 4, 1999, however, will be
subject to the same  restrictions  as multiple thrift holding  companies,  which
generally are limited to activities  that are considered  incidental to banking.
The GLB Act authorizes a new "financial  holding  company,"  which can own banks
and  thrifts  and which is also  permitted  to engage in a variety of  financial
activities,   including   insurance  and  securities   underwriting  and  agency
activities, as long as the depository institutions it owns are well capitalized,
well managed and meet certain other tests.

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 1998, the Financial  Accounting Standards Board (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.

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.  Winton Financial adopted SFAS No. 133 effective October
1, 2000, as required,  without material effect on Winton  Financial's  financial
position or results of operations.

In September  2000, the FASB issued SFAS No. 140,  "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities," which revises
the  standards  for  accounting  for  securitizations  and  other  transfers  of
financial  assets and collateral and requires certain  disclosures,  but carries
over most of the  provisions of SFAS No. 125 without  reconsideration.  SFAS No.
140  is  effective  for   transfers  and  servicing  of  financial   assets  and
extinguishments of liabilities  occurring after March 31, 2001, and is effective
for recognition and  reclassification of collateral and for disclosures relating
to  securitization  transactions  and  collateral  for fiscal years ending after
December  15, 2000.  SFAS No. 140 is not  expected to have a material  effect 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.





                                       19
<PAGE>



               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors
Winton Financial Corporation

We have audited the accompanying  consolidated statements of financial condition
of Winton  Financial  Corporation  as of  September  30, 2000 and 1999,  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,  2000.   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, 2000 and 1999, and the  consolidated  results of
its operations and its cash flows for each of the years in the three year period
ended  September 30, 2000,  in conformity  with  generally  accepted  accounting
principles.






/s/GRANT THORNTON LLP

Cincinnati, Ohio
November 20, 2000





                                       20
<PAGE>
                         Winton Financial Corporation

<TABLE>
<CAPTION>
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                                  September 30,
                        (In thousands, except share data)


         ASSETS                                                                                  2000              1999
<S>                                                                                             <C>                 <C>
Cash and due from banks                                                                      $  1,351          $  1,647
Interest-bearing deposits in other financial institutions                                         672               434
                                                                                              -------           -------
         Cash and cash equivalents                                                              2,023             2,081

Investment securities available for sale - at market                                            4,273             5,503
Investment securities held to maturity - at amortized cost, approximate market
  value of $15,661 and $16,774 at September 30, 2000 and 1999                                  15,757            16,882
Mortgage-backed securities available for sale - at market                                         345               410
Mortgage-backed securities held to maturity - at amortized cost, approximate
  market value of $11,850 and $13,058 at September 30, 2000 and 1999                           12,267            13,533
Loans receivable - net                                                                        413,904           411,058
Loans held for sale - at lower of cost or market                                                1,543             2,492
Office premises and equipment - at depreciated cost                                             3,418             3,708
Real estate acquired through foreclosure                                                          716               492
Federal Home Loan Bank stock - at cost                                                          6,941             5,925
Accrued interest receivable on loans                                                            2,910             2,890
Accrued interest receivable on mortgage-backed securities                                          88                90
Accrued interest receivable on investments and interest-bearing deposits                          247               247
Prepaid expenses and other assets                                                                 502               433
Intangible assets - net of amortization                                                           280               341
Prepaid federal income taxes                                                                       -                193
                                                                                              -------           -------

          Total assets                                                                       $465,214          $466,278
                                                                                              =======           =======

          LIABILITIES AND SHAREHOLDERS' EQUITY

Deposits                                                                                     $309,889          $312,072
Advances from the Federal Home Loan Bank                                                      113,720           116,532
Other borrowed money                                                                            2,000                -
Accounts payable on mortgage loans serviced for others                                            786               838
Advance payments by borrowers for taxes and insurance                                           1,148             1,023
Other liabilities                                                                               1,678             1,990
Accrued federal income taxes                                                                      274                -
Deferred federal income taxes                                                                   1,713             1,683
                                                                                              -------           -------
         Total liabilities                                                                    431,208           434,138

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;
    4,412,014 and 4,403,714 shares issued and outstanding                                          -                 -
  Additional paid-in capital                                                                    9,972             9,917
  Retained earnings - restricted                                                               23,593            21,619
  Accumulated other comprehensive income, unrealized gains on
    securities designated as available for sale, net of related tax effects                       441               604
                                                                                              -------           -------
          Total shareholders' equity                                                           34,006            32,140
                                                                                              -------           -------

          Total liabilities and shareholders' equity                                         $465,214          $466,278
                                                                                              =======           =======
</TABLE>


The accompanying notes are an integral part of these statements.


                                       21
<PAGE>


                          Winton Financial Corporation

<TABLE>
<CAPTION>
                       CONSOLIDATED STATEMENTS OF EARNINGS

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

                                                                                    2000            1999           1998
<S>                                                                               <C>               <C>            <C>
Interest income
  Loans                                                                          $33,521         $30,343        $28,102
  Mortgage-backed securities                                                         785             874          1,133
  Investment securities                                                            1,182           1,185          1,114
  Interest-bearing deposits and other                                                454             494            444
                                                                                  ------          ------         ------
         Total interest income                                                    35,942          32,896         30,793

Interest expense
  Deposits                                                                        15,857          15,235         15,059
  Borrowings                                                                       7,613           5,078          4,053
                                                                                  ------          ------         ------
         Total interest expense                                                   23,470          20,313         19,112
                                                                                  ------          ------         ------

         Net interest income                                                      12,472          12,583         11,681

Provision for losses on loans                                                        125             160             86
                                                                                  ------          ------         ------

         Net interest income after provision for losses on loans                  12,347          12,423         11,595

Other income
  Gain on sale of mortgage loans                                                     462           1,368          1,573
  Gain on sale of investment securities designated as available for sale               8              -              -
  Gain (loss) on sale of real estate acquired through foreclosure                     (2)             70             -
  Mortgage servicing fees, net                                                       289             142            154
  Other operating                                                                    636             654            506
                                                                                  ------          ------         ------
         Total other income                                                        1,393           2,234          2,233

General, administrative and other expense
  Employee compensation and benefits                                               4,624           4,331          3,755
  Occupancy and equipment                                                          1,788           1,774          1,598
  Federal deposit insurance premiums                                                 141             178            175
  Franchise taxes                                                                    330             361            356
  Amortization of intangible assets                                                   61              61             61
  Advertising                                                                        325             274            267
  Other operating                                                                  1,385           1,524          1,394
  Merger related costs                                                                -            1,574             -
                                                                                  ------          ------         ------
         Total general, administrative and other expense                           8,654          10,077          7,606
                                                                                  ------          ------         ------

         Earnings before income taxes                                              5,086           4,580          6,222

Federal income taxes
  Current                                                                          1,590           1,541          1,702
  Deferred                                                                           111              99            390
                                                                                  ------          ------         ------
         Total federal income taxes                                                1,701           1,640          2,092
                                                                                  ------          ------         ------

         NET EARNINGS                                                            $ 3,385         $ 2,940        $ 4,130
                                                                                  ======          ======         ======

         EARNINGS PER SHARE
           Basic                                                                    $.77            $.67           $.94
                                                                                     ===             ===            ===

           Diluted                                                                  $.74            $.64           $.90
                                                                                     ===             ===            ===
</TABLE>


The accompanying notes are an integral part of these statements.

                                       22
<PAGE>


                          Winton Financial Corporation

<TABLE>
<CAPTION>
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                            Year ended September 30,
                                 (In thousands)


                                                                                    2000            1999           1998
<S>                                                                                 <C>             <C>            <C>
Net earnings                                                                      $3,385          $2,940         $4,130

Other comprehensive income (loss), net of tax:
  Unrealized holding gains (losses) on securities during
    the period, net of tax of $(81), $7 and $148 in
    2000, 1999 and 1998, respectively                                               (158)             14            288

Reclassification adjustment for realized gains
  included in earnings, net of tax of $3 in 2000                                      (5)             -              -
                                                                                   -----           -----          -----

Comprehensive income                                                              $3,222          $2,954         $4,418
                                                                                   =====           =====          =====

Accumulated comprehensive income                                                  $  441          $  604         $  590
                                                                                   =====           =====          =====
</TABLE>




























The accompanying notes are an integral part of these statements.

                                       23

<PAGE>



                          Winton Financial Corporation

<TABLE>
<CAPTION>
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

                  Years ended September 30, 2000, 1999 and 1998
                        (In thousands, except share data)
                                                                                             Unrealized
                                                                                               gains on
                                                                                  Additional securities
                                                                Preferred  Common    paid-in  available  Retained
                                                                    stock   stock    capital   for sale  earnings      Total

<S>                                                                 <C>       <C>      <C>          <C>      <C>        <C>
Balance at October 1, 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

Proceeds from exercise of stock options                                -       -          55         -         -          55
Net earnings for the year ended September 30, 2000                     -       -          -          -      3,385      3,385
Unrealized losses on securities designated as available
  for sale, net of related tax effects                                 -       -          -        (163)       -        (163)
Cash dividends of $.32 per share                                       -       -          -          -     (1,411)    (1,411)
                                                                      ---     ---      -----        ---    ------     ------

Balance at September 30, 2000                                        $ -     $ -      $9,972       $441   $23,593    $34,006
                                                                      ===     ===      =====        ===    ======     ======
</TABLE>


The accompanying notes are an integral part of these statements.

                                       24
<PAGE>
                          Winton Financial Corporation

<TABLE>
<CAPTION>
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                            Year ended September 30,
                                 (In thousands)

                                                                                         2000           1999           1998
<S>                                                                                      <C>            <C>             <C>
Cash flows from operating activities:
  Net earnings for the year                                                          $  3,385       $  2,940       $  4,130
  Adjustments to reconcile net earnings to net
  cash provided by (used in) operating activities:
    Amortization of premiums on investments and mortgage-backed
      securities                                                                                          54             65
48
    Amortization of deferred loan origination fees                                        (50)           (87)          (186)
    Depreciation and amortization                                                         530            525            470
    Amortization of intangible assets                                                      61             61             61
    Gain on sale of investment securities designated as available for sale                 (8)            -              -
    Loss on merger-related disposition of office premises and equipment                    -             174             -
    (Gain) loss on sale of real estate acquired through foreclosure                         2            (70)            -
    Provision for losses on loans                                                         125            160             86
    Gain on sale of mortgage loans                                                       (398)        (1,179)        (1,204)
    Loans disbursed for sale in the secondary market                                  (49,797)       (93,494)      (108,747)
    Proceeds from sale of loans in the secondary market                                51,144        100,434        105,908
    Federal Home Loan Bank stock dividends                                               (473)          (346)          (286)
    Increase (decrease) in cash due to changes in:
      Accrued interest receivable on loans                                                (20)          (186)          (225)
      Accrued interest receivable on mortgage-backed securities                             2             30             24
      Accrued interest receivable on investments and interest-bearing
        deposits                                                                           -              38            (44)
      Prepaid expenses and other assets                                                   (69)           147            (91)
      Accounts payable on mortgage loans serviced for others                              (52)          (125)            59
      Other liabilities                                                                  (312)           525            168
      Federal income taxes
        Current                                                                           467            (49)          (175)
        Deferred                                                                          111             99            390
                                                                                      -------        -------        -------
         Net cash provided by operating activities                                      4,702          9,662            386

Cash flows provided by (used in) investing activities:
  Principal repayments on mortgage-backed securities                                    1,301          2,813          3,288
  Proceeds from maturity of investment securities                                       3,100          8,150          7,150
  Proceeds from sale of investment securities designated as
    available for sale                                                                  1,500             -              -
  Purchase of investment securities designated as held to maturity                     (1,255)       (10,095)        (9,428)
  Purchase of investment securities designated as available for sale                   (1,250)            -          (1,495)
  Loan principal repayments                                                            97,218        122,174        101,551
  Loan disbursements                                                                 (101,042)      (192,998)      (137,676)
  Sale of loan participations                                                             903          2,730          6,729
  Proceeds from sale of real estate acquired through foreclosure                          180            249             34
  Purchase and renovation of office premises and equipment                               (222)          (556)          (873)
  Additions to real estate acquired through foreclosure                                  (424)           (15)            -
  Purchase of Federal Home Loan Bank stock                                               (543)          (987)          (787)
                                                                                      -------        -------        -------
         Net cash used in investing activities                                           (534)       (68,535)       (31,507)
                                                                                      -------        -------        -------

         Net cash provided by (used in) operating and investing activities
           (subtotal carried forward)                                                   4,168        (58,873)       (31,121)
                                                                                      -------        -------        -------
</TABLE>



                                       25
<PAGE>


                          Winton Financial Corporation

<TABLE>
<CAPTION>
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                            Year ended September 30,
                                 (In thousands)

                                                                                    2000            1999           1998
<S>                                                                                 <C>             <C>            <C>
         Net cash provided by (used in) operating and investing activities
           (balance brought forward)                                             $ 4,168        $(58,873)      $(31,121)

Cash flows provided by (used in) financing activities:
  Net increase (decrease) in deposit accounts, including
    purchased deposits                                                            (2,183)          5,729         27,309
  Proceeds from Federal Home Loan Bank advances                                   64,350          66,000         79,539
  Repayment of Federal Home Loan Bank advances                                   (65,162)        (16,872)       (73,889)
  Advances by borrowers for taxes and insurance                                      125             222            236
  Proceeds from issuance of shares under stock option and
    compensation plans                                                                55              90            418
  Dividends paid on common stock                                                  (1,411)         (1,291)        (1,059)
                                                                                  ------         -------        -------
         Net cash provided by (used in) financing activities                      (4,226)         53,878         32,554
                                                                                  ------         -------        -------

Net increase (decrease) in cash and cash equivalents                                 (58)         (4,995)         1,433

Cash and cash equivalents at beginning of year                                     2,081           7,076          5,643
                                                                                  ------         -------        -------

Cash and cash equivalents at end of year                                         $ 2,023        $  2,081       $  7,076
                                                                                  ======         =======        =======


Supplemental disclosure of cash flow information:
  Cash paid during the year for:
    Federal income taxes                                                         $ 1,117        $  1,581       $  1,805
                                                                                  ======         =======        =======

    Interest on deposits and borrowings                                          $23,407        $ 20,157       $ 18,984
                                                                                  ======         =======        =======

Supplemental disclosure of noncash investing activities:
  Transfer from loans to real estate acquired through
    foreclosure                                                                  $   424        $    567       $     52
                                                                                  ======         =======        =======

  Issuance of mortgage loans upon sale of real estate
    acquired through foreclosure                                                 $   152        $    488       $     74
                                                                                  ======         =======        =======

  Unrealized gains (losses) on securities designated as
    available for sale, net of related tax effects                               $  (163)       $     14       $    288
                                                                                  ======         =======        =======

  Recognition of mortgage servicing rights in
    accordance with SFAS No. 125                                                 $    64        $    189       $    369
                                                                                  ======         =======        =======
</TABLE>




The accompanying notes are an integral part of these statements.

                                       26
<PAGE>


                          Winton Financial Corporation

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        September 30, 2000, 1999 and 1998


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

    The financial  information  presented herein has been prepared in accordance
    with  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.

    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 M as of September 30, 2000 and 1999,  and
    for  the  fiscal  years  ended  September  30,  2000,  1999  and  1998.  All
    significant  intercompany  balances and transactions have been eliminated in
    the accompanying consolidated financial statements.




                                       27
<PAGE>


                          Winton Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        September 30, 2000, 1999 and 1998


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,  2000  and  1999,   the   Corporation's
    shareholders' equity reflected net unrealized gains on securities designated
    as available for sale totaling $441,000 and $604,000, 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,
    2000 and 1999, 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.



                                       28
<PAGE>


                          Winton Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        September 30, 2000, 1999 and 1998


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  $81,000,  $254,000 and $247,000 for the years ended
    September 30, 2000, 1999 and 1998, respectively.  At September 30, 2000, the
    fair value and carrying  value of the Company's  mortgage  servicing  rights
    totaled approximately $1.2 million and $739,000,  respectively. At September
    30,  1999,  the fair  value and  carrying  value of the  Company's  mortgage
    servicing   rights   totaled   approximately   $1.0  million  and  $756,000,
    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 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).




                                       29
<PAGE>


                          Winton Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        September 30, 2000, 1999 and 1998


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

    5.  Allowance for Loan Losses (continued)

    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,  2000 and 1999,  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.

    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.





                                       30
<PAGE>


                          Winton Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        September 30, 2000, 1999 and 1998


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

    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 $85,000,  $125,000 and $115,000 were made
    to the  ESOP  for the  years  ended  September  30,  2000,  1999  and  1998,
    respectively. At September 30, 2000, the ESOP held 340,227 shares (adjusted)
    of the  Corporation's  common  stock,  all of which  had been  allocated  to
    participants as of that date.

    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 $40,000,  $44,000 and $40,000,
    for the years ended September 30, 2000, 1999 and 1998, respectively.




                                       31
<PAGE>


                          Winton Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        September 30, 2000, 1999 and 1998


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

    11.  Earnings Per Share

    Basic  earnings per share is computed  based upon  4,408,655,  4,395,166 and
    4,375,685  weighted-average  shares  outstanding  for the fiscal years ended
    September 30, 2000, 1999 and 1998, 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
    4,567,706,  4,583,738 and 4,568,110 for the fiscal years ended September 30,
    2000, 1999 and 1998, respectively. Incremental shares related to the assumed
    exercise of stock options  included in the  calculation of diluted  earnings
    per share  totaled  159,051,  188,572 and 192,425 for the fiscal years ended
    September 30, 2000, 1999 and 1998, respectively.

    Options to purchase  193,000 shares of common stock with a  weighted-average
    exercise  price of $12.55 were  outstanding  at September 30, 2000, but were
    excluded from the computation of common share equivalents for the year ended
    September  30,  2000,  because the  exercise  prices were  greater  than the
    average market price of common shares.

    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.  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, 2000 and 1999:

                  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.



                                       32
<PAGE>


                          Winton Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        September 30, 2000, 1999 and 1998

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

    13.  Fair Value of Financial Instruments (continued)

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

                  Commitments   to   extend    credit:    For   fixed-rate   and
                  adjustable-rate  loan  commitments,  the fair  value  estimate
                  considers the  difference  between  current levels of interest
                  rates and committed  rates.  The  difference  between the fair
                  value and notional amount of outstanding  loan  commitments at
                  September 30, 2000 and 1999, was not material.


                                       33
<PAGE>


                          Winton Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        September 30, 2000, 1999 and 1998


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

    13.  Fair Value of Financial Instruments (continued)

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

                                                                       2000                         1999
                                                             Carrying         Fair       Carrying         Fair
                                                                value        value          value        value
                                                                                (In thousands)
<S>                                                              <C>         <C>           <C>            <C>
    Financial assets
      Cash and cash equivalents                              $  2,023     $  2,023       $  2,081     $  2,081
      Investment securities designated
        as available for sale                                   4,273        4,273          5,503        5,503
      Investment securities - at cost                          15,757       15,661         16,882       16,774
      Mortgage-backed securities designated
        as available for sale                                     345          345            410          410
      Mortgage-backed securities - at cost                     12,267       11,850         13,533       13,058
      Loans receivable - net                                  415,447      397,486        413,550      409,693
      Federal Home Loan Bank stock                              6,941        6,941          5,925        5,925
                                                              -------      -------        -------      -------

                                                             $457,053     $438,579       $457,884     $453,444
                                                              =======      =======        =======      =======
    Financial liabilities
      Deposits                                               $309,889     $312,182       $312,072     $312,375
      Advances from Federal Home Loan Bank and
        other borrowed money                                  115,720      113,957        116,532      111,618
      Advance payments and amounts due on loans
        serviced for others                                     1,934        1,934          1,861        1,861
                                                              -------      -------        -------      -------

                                                             $427,543     $428,073       $430,465     $425,854
                                                              =======      =======        =======      =======
</TABLE>

    14.  Advertising

     Advertising costs are expensed when incurred.

    15.  Reclassifications

    Certain  prior year  amounts have been  reclassified  to conform to the 2000
    consolidated financial statement presentation.


                                       34
<PAGE>


                          Winton Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        September 30, 2000, 1999 and 1998


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>

                                                                  2000                           1999
                                                                         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                                        $15,757         $15,661        $16,882      $16,774

    Available for sale:
      U.S. Government and agency obligations                 3,505           3,495          4,491        4,528
      Corporate equity securities                              103             778            103          975
                                                            ------          ------         ------      ------
         Total securities available for sale                 3,608           4,273          4,594        5,503
                                                            ------          ------         ------       ------

         Total investment securities                       $19,365         $19,934        $21,476      $22,277
                                                            ======          ======         ======       ======
</TABLE>

    At September  30, 2000,  the fair value  appreciation  of the  Corporation's
    investment  securities  in  excess  of  cost  totaled  $569,000,  which  was
    comprised of gross  unrealized  gains  totaling  approximately  $689,000 and
    gross unrealized losses totaling approximately $120,000.

    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.

    The amortized  cost and estimated  fair value of U.S.  Government and agency
    obligations,  including those designated as available for sale, at September
    30, 2000, 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                              $ 7,656                   $ 7,613
    Due in one to three years                             11,606                    11,543
                                                          ------                    ------

                                                         $19,262                   $19,156
                                                          ======                    ======
</TABLE>

    At September 30, 2000,  investment  securities with a carrying value of $3.8
    million were pledged to secure public deposits.


                                       35
<PAGE>


                          Winton Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        September 30, 2000, 1999 and 1998


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, 2000
    and 1999, are shown below.
<TABLE>
<CAPTION>

                                                                                            2000
                                                                                  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                              $  3,843           $  2            $(150)       $ 3,695
      Government National Mortgage Association
        Participation certificates                                   536              5               (8)           533
      Federal National Mortgage Association
        Participation certificates                                 3,604             -              (126)         3,478
        Collateralized mortgage obligations                          959             -               (45)           914
      CMC Securities Corporation
        Collateralized mortgage obligations                        3,137             -               (80)         3,057
      Residential Funding Corporation
        Collateralized mortgage obligations                          188             -               (15)           173
                                                                 ------             ---             ----         ------
         Total mortgage-backed securities
           held to maturity                                       12,267              7             (424)        11,850

    Available for sale:
      Government National Mortgage Corporation
        Participation certificates                                   342              3               -             345
                                                                  ------            ---             ----         ------

         Total mortgage-backed securities                        $12,609           $ 10            $(424)       $12,195
                                                                  ======            ===             ====         ======
</TABLE>




                                       36
<PAGE>


                          Winton Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        September 30, 2000, 1999 and 1998


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






                                       37
<PAGE>


                          Winton Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        September 30, 2000, 1999 and 1998


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,  2000,  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                                            $     3
    Due after three years through five years                              430
    Due after five years through ten years                                151
    Due after ten years through twenty years                            3,852
    Due after twenty years                                              8,173
                                                                       ------

                                                                      $12,609
                                                                       ======
</TABLE>

    Mortgage-backed  securities  with  an  approximate  carrying  value  of $3.7
    million were pledged to secure public deposits at September 30, 2000.


NOTE C - LOANS RECEIVABLE

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


                                                                      2000            1999
                                                                          (In thousands)
<S>                                                                 <C>                <C>
    Residential real estate
      One- to four-family residential                             $222,155          $224,094
      Multi-family residential                                      77,870            80,309
      Construction                                                  24,609            22,926
    Nonresidential real estate and land                             78,629            78,779
    Nonresidential construction                                     13,029             9,729
    Consumer and other                                              15,241            11,709
                                                                   -------          -------
                                                                   431,533           427,546
    Less:
      Undisbursed portion of loans in process                       16,046            15,070
      Deferred loan origination fees                                   583               486
      Allowance for loan losses                                      1,000               932
                                                                   -------           -------

                                                                  $413,904          $411,058
                                                                   =======           =======
</TABLE>




                                       38
<PAGE>


                          Winton Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        September 30, 2000, 1999 and 1998


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  $308.6  million,  or 75%,  of the total loan
    portfolio at September 30, 2000,  and $312.3  million,  or 76%, of the total
    loan  portfolio  at  September  30,  1999.  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
    $141.8   million  and  $149.8  million  at  September  30,  2000  and  1999,
    respectively.  At September 30, 2000,  loans sold with recourse totaled $8.1
    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>

                                                          2000           1999         1998
                                                                  (In thousands)
<S>                                                      <C>              <C>         <C>
    Beginning balance                                   $  932           $917         $905
    Provision for losses on loans                          125            160           86
    Charge-off of loans                                   (124)          (188)         (76)
    Recoveries of loan losses                               67             43            2
                                                         -----            ---          ---

    Ending balance                                      $1,000           $932         $917
                                                         =====            ===          ===
</TABLE>

    At September 30, 2000, the Company's allowance for loan losses was comprised
    solely of a general loan loss allowance,  which is includible as a component
    of regulatory risk-based capital.

    Nonperforming  and  nonaccrual  loans at September 30, 2000,  1999 and 1998,
    totaled $1.2  million,  $246,000 and $1.2  million,  respectively.  Interest
    income  that would  have been  recognized  had  nonaccrual  loans  performed
    pursuant to  contractual  terms totaled  approximately  $39,000,  $8,000 and
    $38,000 for the years ended September 30, 2000, 1999 and 1998, respectively.



                                       39
<PAGE>


                          Winton Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        September 30, 2000, 1999 and 1998


NOTE E - OFFICE PREMISES AND EQUIPMENT

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

                                                                  2000            1999
                                                                     (In thousands)
<S>                                                                <C>             <C>
    Land                                                        $  597          $  597
    Office buildings and improvements                            3,010           3,006
    Furniture, fixtures and equipment                            3,760           3,543
                                                                 -----           -----
                                                                 7,367           7,146
      Less accumulated depreciation and
        amortization                                             3,949           3,438
                                                                 -----           -----

                                                                $3,418          $3,708
                                                                 =====           =====
</TABLE>

    At September 30, 2000, the Company had outstanding  future lease obligations
as follows:
<TABLE>
<CAPTION>

        Year ended
        September 30,                                        (In thousands)
<S>                                                                <C>
           2001                                                    $134
           2002                                                      98
           2003                                                      88
           2004                                                      70
   2005 and thereafter                                               70
                                                                    ---

                                                                   $460
                                                                    ===
</TABLE>

    The  Company has  recognized  operating  lease  expense  totaling  $152,000,
    $155,000 and $107,000 for the fiscal years ended  September  30, 2000,  1999
    and 1998, respectively.





                                       40
<PAGE>


                          Winton Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        September 30, 2000, 1999 and 1998


NOTE F - DEPOSITS

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

    Deposit type and weighted-average interest rate                                      2000             1999
                                                                                           (In thousands)
<S>                                                                                      <C>             <C>
    NOW accounts and money market deposits
      2000 - 1.11%                                                                   $ 20,703
      1999 - 1.07%                                                                                    $ 18,129
    Passbook and Club accounts
      2000 - 3.41%                                                                     56,183
      1999 - 3.36%                                                                                      60,311
                                                                                      -------          -------

         Total demand, transaction and passbook deposits                               76,886           78,440

    Certificates of deposit
      Original maturities of:
        Less than 12 months
          2000 - 5.88%                                                                 52,276
          1999 - 5.05%                                                                                  78,589
        12 months to 36 months
          2000 - 6.36%                                                                119,362
          1999 - 5.76%                                                                                  98,142
        More than 36 months
          2000 - 6.37%                                                                 26,695
          1999 - 6.19%                                                                                  20,836
      Individual Retirement and Keogh
        2000 - 5.98%                                                                   34,670
        1999 - 5.84%                                                                                    36,065
                                                                                      -------          -------

         Total certificates of deposit                                                233,003          233,632
                                                                                      -------          -------

         Total deposit accounts                                                      $309,889         $312,072
                                                                                      =======          =======
</TABLE>

    The Company had certificate of deposit accounts with balances equal to or in
    excess of $100,000 totaling $62.0 million and $68.8 million at September 30,
    2000 and 1999, respectively.


                                       41
<PAGE>


                          Winton Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        September 30, 2000, 1999 and 1998


NOTE F - DEPOSITS (continued)

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

                                                                              2000           1999          1998
                                                                                        (In thousands)
<S>                                                                            <C>            <C>           <C>
    Passbook and money market deposit accounts                             $ 2,027        $ 1,991       $ 2,203
    NOW accounts                                                               211            234           217
    Certificates of deposit                                                 13,619         13,010        12,639
                                                                            ------         ------        ------

                                                                           $15,857        $15,235       $15,059
                                                                            ======         ======        ======
</TABLE>

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

                                                              2000            1999
                                                                 (In thousands)
<S>                                                          <C>             <C>
    Less than one year                                    $138,486        $153,858
    One year to three years                                 86,413          73,033
    More than three years                                    8,104           6,741
                                                           -------         -------

                                                          $233,003        $233,632
                                                           =======         =======
</TABLE>

NOTE G - ADVANCES FROM THE FEDERAL HOME LOAN BANK

    Advances  from the Federal Home Loan Bank,  collateralized  at September 30,
    2000,  by pledges of certain  residential  mortgage  loans  totaling  $158.2
    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                    2000                 1999
                                                                       (Dollars in thousands)
<S>                                       <C>                      <C>                   <C>
    5.70% - 8.35%                            2000                $     -              $ 37,500
    6.23% - 6.71%                            2001                  42,850                4,000
    6.05% - 7.20%                            2002                  10,118               10,190
    5.60% - 7.40%                            2003                  13,918               17,452
    5.45% - 6.71%                            2004                   7,198                7,250
    2.50% - 6.97%                      Thereafter                  39,636               40,140
                                                                  -------              -------

                                                                 $113,720             $116,532
                                                                  =======              =======

    Weighted-average interest rate                                   6.58%                5.94%
                                                                     ====                 ====
</TABLE>


                                       42
<PAGE>


                          Winton Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        September 30, 2000, 1999 and 1998


NOTE H - OTHER BORROWED MONEY

    During fiscal 2000, the  Corporation  had a $6.0 million line of credit with
    another financial institution,  with interest payable at prime less 50 basis
    points. At September 30, 2000, the Corporation had $2.0 million  outstanding
    at an  interest  rate of 9.0%.  This  line of  credit  expires  in the first
    quarter of fiscal 2003. The loan is secured by the outstanding shares of the
    Company.

NOTE I - FEDERAL INCOME TAXES

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

                                                                                2000         1999         1998
                                                                                        (In thousands)
<S>                                                                             <C>          <C>           <C>
    Federal income taxes computed at statutory rate                           $1,729       $1,557       $2,115
    Increase (decrease) in taxes resulting from:
      Nondeductible expenses                                                      39          142           11
      Nontaxable dividend income                                                 (12)          (4)          (4)
      Low income housing investment tax credits                                  (42)         (42)         (42)
      Other                                                                      (13)         (13)          12
                                                                               -----        -----        -----
    Federal income tax provision per consolidated
      financial statements                                                    $1,701       $1,640       $2,092
                                                                               =====        =====        =====

    Effective tax rate                                                          33.4%        35.8%        33.6%
                                                                                ====         ====         ====
</TABLE>

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

    Taxes (payable) refundable on temporary                                                  2000         1999
    differences at statutory rate:                                                             (In thousands)
<S>                                                                                       <C>              <C>
    Deferred tax assets:
      General loan loss allowance                                                         $   340      $   317
      Amortization of intangible assets                                                        38           35
      Other                                                                                     9            6
                                                                                           ------       ------
         Total deferred tax assets                                                            387          358

    Deferred tax liabilities:
      Federal Home Loan Bank stock dividends                                                 (914)        (757)
      Difference between book and tax depreciation                                           (111)         (81)
      Percentage of earnings bad debt deduction                                              (223)        (282)
      Unrealized gains on securities designated as available for sale                        (227)        (312)
      Deferred loan origination costs                                                        (365)        (352)
      Mortgage servicing rights                                                              (251)        (257)
      Other                                                                                    (9)          -
                                                                                           ------       ------
         Total deferred tax liabilities                                                    (2,100)      (2,041)
                                                                                           ------       ------

         Net deferred tax liability                                                       $(1,713)     $(1,683)
                                                                                           ======       ======
</TABLE>

                                       43
<PAGE>


                          Winton Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        September 30, 2000, 1999 and 1998


NOTE I - 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 qualified as deductions for federal income taxes are later used
    for purposes  other than for bad debt  losses,  including  distributions  in
    liquidation,  such  distributions will be subject to federal income taxes at
    the then current  corporate income tax rate. This percentage of earnings bad
    debt deduction had accumulated to approximately $2.0 million as of September
    30, 2000. The amount of the unrecognized  deferred tax liability relating to
    the cumulative bad debt  deduction was  approximately  $500,000 at September
    30, 2000.

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


NOTE J - LOAN COMMITMENTS

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

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

    At September  30, 2000,  the Company had total  outstanding  commitments  of
    approximately $4.4 million to originate  residential one- to four-family and
    multi-family  real estate  loans of which $1.2  million  were  comprised  of
    adjustable-rate  loans at rates  ranging  from  8.00%  to  12.50%,  and $3.2
    million were  comprised of  fixed-rate  loans at rates ranging from 7.50% to
    10.00%. The Company also had total outstanding  commitments of approximately
    $2.5  million to  originate  nonresidential  real estate and land loans,  of
    which $400,000 were comprised of fixed-rate  loans at interest rates ranging
    from 8.00% to 9.50%,  and $2.1 million were  comprised  of  adjustable  rate
    loans at rates  ranging from 7.50% to 9.50%.  Additionally,  the Company had
    unused  lines of credit  related to home equity loans and  commercial  loans
    totaling  $14.5  million and $3.9 million,  respectively.  In the opinion of
    management,  all loan  commitments  equaled  or  exceeded  prevalent  market
    interest  rates as of September  30, 2000,  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.


                                       44
<PAGE>


                          Winton Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        September 30, 2000, 1999 and 1998


NOTE J - LOAN COMMITMENTS (continued)

    The Company has an  outstanding  commitment to sell $1.5 million of loans to
FHLMC at September 30, 2000.


NOTE K - 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 4.0% of adjusted  total  assets.  The  risk-based  capital
    requirement  currently  provides  for the  maintenance  of core capital plus
    general loan loss  allowances  equal to 8.0% of  risk-weighted  assets as of
    September  30,  2000.  In computing  risk-weighted  assets,  Winton  Savings
    multiplies  the value of each asset on its statement of financial  condition
    by a defined  risk-weighted  factor,  e.g., one- to four-family  residential
    loans carry a risk-weighted factor of 50%.

    During the 2000 fiscal  year,  the Company was notified  from its  regulator
    that it was categorized as "well-capitalized" under the regulatory framework
    for prompt corrective action. To be categorized as  "well-capitalized,"  the
    Company must maintain  minimum  capital ratios as set forth in the following
    tables.


                                       45
<PAGE>


                          Winton Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        September 30, 2000, 1999 and 1998


NOTE K - REGULATORY CAPITAL (continued)

    As of September 30, 2000 and 1999,  management believes that the Company met
    all capital adequacy requirements to which it was subject.
<TABLE>
<CAPTION>
                                                                As of September 30, 2000
                                                                                                     Required
                                                                                                 to be "well-
                                                                      Required                capitalized" under
                                                                     for capital               prompt corrective
                                             Actual                adequacy purposes          action provisions
                                         Amount    Ratio           Amount    Ratio             Amount     Ratio
                                                                  (Dollars in thousands)
<S>                                       <C>        <C>            <C>        <C>              <C>           <C>
    Tangible capital                    $35,008      7.5%       =>$ 6,961    =>1.5%         =>$23,204     => 5.0%

    Core capital                        $35,008      7.5%       =>$18,563    =>4.0%         =>$27,845     => 6.0%

    Risk-based capital                  $36,008     11.2%       =>$25,706    =>8.0%         =>$32,133     =>10.0%
</TABLE>

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

    Core capital                        $30,838      6.6%       =>$18,590    =>4.0%         =>$27,885     => 6.0%

    Risk-based capital                  $31,722     10.0%       =>$25,378    =>8.0%         =>$31,722     =>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.



                                       46
<PAGE>


                          Winton Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        September 30, 2000, 1999 and 1998

NOTE L - STOCK OPTION PLANS

    Shareholders  of the  Corporation  have  approved  stock  option  plans that
    provide 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, 2000,
    459,500  options  under  the 1988  Plan  were  subject  to  exercise  at the
    discretion  of the grantees  through  fiscal  2008,  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, 2000,
    283,500  options  under  the 1999  Plan  were  subject  to  exercise  at the
    discretion of the grantees  through fiscal 2010,  while 118,030 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>

                                                                     2000         1999          1998
<S>                                        <C>                       <C>         <C>            <C>
    Net earnings (In thousands)         As reported                $3,385       $2,940        $4,130
                                                                    =====        =====         =====

                                          Pro-forma                $3,120       $2,566        $4,039
                                                                    =====        =====         =====

    Earnings per share
      Basic                             As reported                  $.77         $.67          $.94
                                                                      ===          ===           ===

                                          Pro-forma                  $.71         $.58          $.92
                                                                      ===          ===           ===

      Diluted                           As reported                  $.74         $.64          $.90
                                                                      ===          ===           ===

                                          Pro-forma                  $.68         $.56          $.88
                                                                      ===          ===           ===
</TABLE>


                                       47
<PAGE>


                          Winton Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        September 30, 2000, 1999 and 1998


NOTE L - 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 2000, 1999 and 1998: dividend yield of
    2.9%,  2.3% and 3.4%,  respectively,  expected  volatility  of 20.0% for all
    years,  risk-free interest rate of 6.5% for 2000, and 6.0% for 1999 and 1998
    and expected lives of ten years for all grants.

    A  summary  of the  status of the  Corporation's  stock  option  plans as of
    September 30, 2000,  1999 and 1998, and changes during the periods ending on
    those dates is presented below:
<TABLE>
<CAPTION>

                                               2000                            1999                       1998
                                                   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    622,300       $ 7.89          481,000          $ 6.13       501,375        $5.78
    Granted                             135,500         9.26          154,500           13.21        30,000         9.94
    Exercised                            (8,300)        6.79          (13,200)           6.09       (50,375)        4.93
    Forfeited                            (6,500)       13.25               -                -            -             -
                                        -------        -----          -------           -----       -------         ----

    Outstanding at end of year          743,000       $ 8.11          622,300          $ 7.89       481,000        $6.13
                                        =======        =====          =======           =====       =======         ====

    Options exercisable at year-end     743,000       $ 8.11          622,300          $ 7.89       481,000        $6.13
                                        =======        =====          =======           =====       =======         ====
    Weighted-average fair value of
      options granted during the year                 $ 2.67                           $ 3.54                      $1.99
                                                       =====                            =====                       ====
</TABLE>

    The following  information  applies to options  outstanding at September 30,
2000:

    Number outstanding                                                 743,000
    Range of exercise prices                                    $6.75 - $13.25
    Weighted-average exercise price                                      $8.11
    Weighted-average remaining contractual life                     6.30 years




                                       48
<PAGE>


                          Winton Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        September 30, 2000, 1999 and 1998


NOTE M - CONDENSED FINANCIAL STATEMENTS OF WINTON FINANCIAL
  CORPORATION

    The  following  condensed  financial   statements  summarize  the  financial
    position of the  Corporation  as of  September  30,  2000 and 1999,  and the
    results of its  operations  and its cash  flows for each of the years  ended
    September 30, 2000, 1999 and 1998.

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

    ASSETS                                                                          2000                  1999
                                                                                           (In thousands)
<S>                                                                                 <C>                  <C>
    Cash                                                                        $    372               $   421
    Investment in The Winton Savings and Loan Co.                                 35,358                31,284
    Corporate equity securities - at fair value                                      778                   975
    Prepaid expenses and other assets                                                 15                    16
    Prepaid federal income tax                                                        71                    71
                                                                                 -------                ------

             Total assets                                                        $36,594               $32,767
                                                                                  ======                ======

    LIABILITIES AND SHAREHOLDERS' EQUITY

    Note payable                                                                 $ 2,000               $    -
    Accrued expenses and other liabilities                                           359                   331
    Deferred federal income taxes                                                    229                   296
                                                                                  ------                ------
             Total liabilities                                                     2,588                   627

    Shareholders' equity
      Additional paid-in capital                                                   9,972                 9,917
      Retained earnings                                                           23,593                21,619
      Unrealized gains on securities designated as
        available for sale, net of related tax effects                               441                   604
                                                                                  ------                ------

             Total shareholders' equity                                           34,006                32,140
                                                                                  ------                ------

             Total liabilities and shareholders' equity                          $36,594               $32,767
                                                                                  ======                ======
</TABLE>





                                       49
<PAGE>


                          Winton Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        September 30, 2000, 1999 and 1998

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

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

                                                                         2000              1999           1998
                                                                                     (In thousands)
<S>                                                                    <C>                <C>             <C>
    Revenue
      Interest and dividends on investments                            $   24            $   18         $   15
      Dividends received from subsidiary                                1,463             1,311            773
      Equity in undistributed earnings of subsidiary                    2,107             1,675          3,408
                                                                        -----             -----          -----
                                                                        3,594             3,004          4,196
    Expenses
      General and administrative                                          209                64             66
                                                                        -----             -----          -----

         Net earnings                                                  $3,385            $2,940         $4,130
                                                                        =====             =====          =====
</TABLE>

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

                                                                         2000              1999           1998
                                                                                     (In thousands)
<S>                                                                       <C>             <C>              <C>
    Cash flows provided by (used in) operating activities:
      Net earnings for the year                                        $3,385            $2,940         $4,130
      Adjustments to reconcile net earnings to net cash
      provided by (used in) operating activities:
        Undistributed earnings of consolidated subsidiary              (2,107)           (1,675)        (3,408)
        Increases (decreases) in cash due to changes in:
          Prepaid expenses and other assets                                 1               (17)           (61)
          Other                                                            28               109             42
                                                                        -----             -----          -----
             Net cash provided by operating activities                  1,307             1,357            703

     Cash flows used in investing activities:
      Investment in subsidiary                                         (2,000)               -              -

    Cash flows provided by (used in) financing activities:
      Proceeds from borrowings                                          2,000                -              -
      Payment of dividends on common stock                             (1,411)           (1,291)        (1,059)
      Proceeds from exercise of stock options                              55                90            308
                                                                        -----             -----          -----
             Net cash provided by (used in)
               financing activities                                       644            (1,201)          (751)
                                                                        -----             -----          -----

    Net increase (decrease) in cash and cash equivalents                  (49)              156            (48)

    Cash and cash equivalents at beginning of year                        421               265            313
                                                                        -----             -----          -----

    Cash and cash equivalents at end of year                           $  372            $  421         $  265
                                                                        =====             =====          =====
</TABLE>


                                       50
<PAGE>
                          Winton Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        September 30, 2000, 1999 and 1998


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

    Winton  Savings is subject to  regulations  imposed by the OTS regarding the
    amount of capital  distributions  payable by the Company to the Corporation.
    Generally,  Winton Savings'  payment of dividends is limited,  without prior
    OTS  approval,  to net earnings for the current  calendar  year plus the two
    preceding   calendar  years,  less  capital   distributions  paid  over  the
    comparable  time  period.  Insured  institutions  are  required  to  file an
    application  with  the OTS  for  capital  distributions  in  excess  of this
    limitation.  During November,  2000, Winton Savings received OTS approval to
    make up to $1.7 million in capital distributions during fiscal 2001.




























                                       51
<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  26,  2001,  at 10:00 a.m.  Eastern  Standard  Time,  at Dante's
Restaurant, 5510 Rybolt Road, Cincinnati, Ohio 45248.

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: Gregory P. Niesen, Secretary/Treasurer




























                                       52
<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
Executive Vice President and                                         Robert L. Bollin
Chief Financial Officer                                              President
Kendle International Inc.
                                                                     Gregory J. Bollin
J. Clay Stinnett                                                     Executive Vice President
President, J.R. Concepts, Inc.
                                                                     Mary Ellen Lovett
                                                                     Senior Vice President/Savings
Officers
                                                                     Jill M. Burke
Robert L. Bollin                                                     Chief Financial Officer
President
                                                                     Gregory P. Niesen
Jill M. Burke                                                        Secretary/Treasurer
Chief Financial Officer

Gregory J. Bollin
Vice President

Mary Ellen Lovett
Vice President

Gregory P. Niesen
Secretary/Treasurer
</TABLE>

                                       53