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

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

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

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

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

Payment of Filing Fee (Check the appropriate box):

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

         1)     Title of each class of securities to which transaction applies:
                ---------------------------------------------------------------
         2)     Aggregate number of securities to which transaction applies:
                ---------------------------------------------------------------
         3)     Per  unit  price  or other  underlying  value  of  transaction
                computed  pursuant  to  Exchange  Act Rule O-11 (Set forth the
                amount on which the filing fee is calculated  and state how it
                was determined):
                ---------------------------------------------------------------
         4)     Proposed maximum aggregate value of transaction:
                ---------------------------------------------------------------
         5)     Total fee paid:
                ---------------------------------------------------------------

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

         1)     Amount Previously Paid:
                --------------------------------------
         2)     Form, Schedule or Registration Statement No.:
                --------------------------------------
         3)     Filing Party:
                --------------------------------------
         4)     Date Filed:


<PAGE>


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

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

         Notice is hereby  given that the  Annual  Meeting  of  Shareholders  of
Winton Financial  Corporation ("WFC") will be held at Dante's  Restaurant,  5510
Rybolt  Road,  Cincinnati,  Ohio,  on January 26, 2001,  at 10:00 a.m.,  Eastern
Standard Time (the "Annual Meeting"),  for the following purposes,  all of which
are more completely set forth in the accompanying Proxy Statement:

          1.   To consider and vote upon the adoption of an amendment to Section
               2.02 of the WFC Code of Regulations (the "Regulations") to reduce
               the  number of  directors  from  nine to seven and to reduce  the
               number of classes of directors from three to two;

          2.   If the  amendment  to the  Regulations  is  adopted at the Annual
               Meeting,  to reelect three directors of WFC for terms expiring in
               2002 and to reelect four  directors of WFC for terms  expiring in
               2003;

          3.   If the amendment to the  Regulations is not adopted at the Annual
               Meeting,  to reelect two  directors of WFC for terms  expiring in
               2004;

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

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

         Only shareholders of WFC of record at the close of business on December
8, 2000, will be entitled to receive notice of and to vote at the Annual Meeting
and at any adjournments thereof.

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

                                            By Order of the Board of Directors




Cincinnati, Ohio                            Robert L. Bollin
December 15, 2000                           President


<PAGE>




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

                                 PROXY STATEMENT

                                     PROXIES

     The enclosed  Proxy is being  solicited by the Board of Directors of Winton
Financial  Corporation,  an Ohio corporation ("WFC"), for use at the 2001 Annual
Meeting of  Shareholders  of WFC to be held at Dante's  Restaurant,  5510 Rybolt
Road,  Cincinnati,  Ohio, on January 26, 2001, at 10:00 a.m.,  Eastern  Standard
Time, and at any adjournments thereof (the "Annual Meeting").  Without affecting
any vote  previously  taken,  the Proxy may be revoked by a  shareholder  before
exercise by executing a  later-dated  Proxy or by giving notice of revocation to
WFC in writing or in open meeting. Attendance at the Annual Meeting will not, of
itself, revoke a Proxy.

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

     FOR  the  adoption  of an  amendment  to  Section  2.02(A)  of the  Code of
     Regulations  (the  "Regulations")  of WFC to reduce the number of directors
     from nine to seven and to reduce the number of  classes of  directors  from
     three to two; and

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

     If the proposal  related to the  amendment of the  Regulations  is adopted,
each  properly  executed  Proxy  received  prior to the Annual  Meeting  and not
revoked  will be voted as  specified on the Proxy or, in the absence of specific
instructions on the Proxy, will be voted:

     FOR the reelection of Messrs. Robert E. Hoeweler,  Timothy M. Mooney and J.
     Clay Stinnet as directors of WFC for terms expiring in 2002 and until their
     respective  successors  are elected and  qualified,  or until their earlier
     resignation, removal from office or death; and

     FOR the reelection of Messrs. Robert L. Bollin, Thomas H. Humes, William J.
     Parchman and Henry L.  Schulhoff as directors of WFC for terms  expiring in
     2003 and until their  respective  successors are elected and qualified,  or
     until their earlier resignation, removal from office or death.

     If the proposal related to the amendment of the Regulations is NOT adopted,
each  properly  executed  Proxy  received  prior to the Annual  Meeting  and not
revoked  will be voted as  specified on the Proxy or, in the absence of specific
instructions on the Proxy, will be voted:

     FOR the  reelection  of Messrs.  Thomas H. Humes and Henry L.  Schulhoff as
     directors  of WFC for terms  expiring  in 2004 and until  their  respective
     successors are elected and qualified,  or until their earlier  resignation,
     removal from office or death.

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


<PAGE>




     Only shareholders of record as of the close of business on December 8, 2000
(the "Voting Record Date"),  are eligible to vote at the Annual Meeting and will
be entitled to cast one vote for each common share of WFC owned.  WFC's  records
disclose that, as of the Voting Record Date, there were 4,412,014 votes entitled
to be cast at the Annual Meeting.

     This Proxy  Statement  is first being mailed to  shareholders  of WFC on or
about December 18, 2000.


                                  VOTE REQUIRED

Amendment of Code of Regulations

     Pursuant to Section 6.01 of the Regulations of WFC, the affirmative vote of
the holders of at least a majority of the outstanding  shares,  voting in person
or by proxy,  is necessary  to amend the  Regulations.  WFC common  shares as to
which the  authority  to vote is  withheld  and shares  held by a nominee  for a
beneficial  owner  that are  represented  in  person  or by proxy at the  Annual
Meeting,  but not voted  ("Non-votes"),  and  abstentions are the same as a vote
against  the  amendment.  If the  enclosed  Proxy  is  signed  and  dated by the
shareholder,  but no vote is specified  thereon,  the WFC common  shares held by
such shareholder will be voted FOR the amendment of the Regulations.

Election of Directors

     Under Ohio law and the  Regulations,  the nominees  receiving  the greatest
number of votes will be elected as directors.  Non-votes are not counted  toward
the  election of directors or toward the  individual  nominees  specified in the
enclosed  proxy.  If the enclosed Proxy is signed and dated by the  shareholder,
but no vote is specified thereon, the WFC common shares held by such shareholder
will be voted FOR the reelection of the nominees.  Shareholders may not cumulate
their votes in the election of directors.

Ratification of Selection of Auditors

     The  affirmative  vote of the  holders  of at least a  majority  of the WFC
common  shares  represented  in  person  or by proxy at the  Annual  Meeting  is
necessary to ratify the  selection of Grant  Thornton as the auditors of WFC for
the  current  fiscal  year.  The effect of an  abstention  is the same as a vote
against  ratification.  If the  accompanying  Proxy is  signed  and dated by the
shareholder,  but no vote is specified  thereon,  the WFC common  shares held by
such  shareholder  will be voted FOR the  ratification of the selection of Grant
Thornton as auditors.



















                                      -2-
<PAGE>
              VOTING SECURITIES AND OWNERSHIP OF CERTAIN BENEFICIAL
                              OWNERS AND MANAGEMENT

     The following table sets forth certain information with respect to the only
persons  known to WFC to own  beneficially  more  than five  percent  of the WFC
common shares as of December 1, 2000:

<TABLE>
<CAPTION>
                                            Amount and Nature              Percentage of Common
Name and Address                      of Beneficial Ownership (1)          Shares Outstanding (2)
----------------                      -----------------------              ------------------
<S>                                                <C>                            <C>
Firstar, N.A., as Trustee                      340,227(3)                         7.7%
P.O. Box 1118
Cincinnati, Ohio  45201

Robert L. Bollin                               244,519(4)                         5.4
3358 Kuliga Park Drive
Cincinnati, Ohio  45248

Daniel P. Randolph                             239,608(5)                         5.4
Suite 700
105 East Fourth Street
Cincinnati, Ohio 45202

Henry L. Schulhoff                             262,260(6)                         5.9
7 West Seventh Street
Cincinnati, Ohio  45202
</TABLE>

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

(1)  A person is the  beneficial  owner of shares if such  person,  directly  or
     indirectly,  has sole or shared voting or investment power over such shares
     or has the right to acquire such voting or investment power within 60 days.
     All shares are owned directly with sole voting or investment power,  unless
     otherwise indicated by footnote. All stock options granted under the Winton
     Financial  Corporation  Stock Option and  Incentive  Plan,  as amended (the
     "1988 Option Plan"), and the Winton Financial Corporation 1999 Stock Option
     and Incentive Plan (the "1999 Option Plan") are currently exercisable.

(2)  For each person, assumes a total of 4,412,014 shares outstanding,  plus the
     number of shares such  person may acquire  pursuant to the 1988 Option Plan
     and the 1999 Option Plan, if any.

(3)  The shares are held by Firstar, N.A., as trustee under The Winton Financial
     Corporation Employee Stock Ownership Plan (the "ESOP").  Firstar, N.A., has
     investment  power with  respect to all of such shares and voting power with
     respect to the unallocated shares.

(4)  Includes  115,500 shares that may be acquired upon the exercise of options;
     40,347  shares  held for the  benefit  of  Robert L.  Bollin in The  Winton
     Savings and Loan Co. Cash and  Deferred  Plan (the  "Deferred  Plan"),  the
     trustee of which is Winton; 36,472 shares held for the benefit of Robert L.
     Bollin in the ESOP; 1,360 shares held by the individual  retirement account
     of Robert L. Bollin,  the trustee of which is Merrill Lynch;  36,080 shares
     held jointly with Mr. Bollin's spouse;  4,800 shares held by A.G.  Edwards,
     for the benefit of Mr.  Bollin's  spouse;  200 shares held by Mr.  Bollin's
     spouse as custodian for their son; 9,728 shares held by A.G. Edwards in the
     Robert J. Bollin Trust,  for the benefit of Mr. Bollin;  and 32 shares held
     for the benefit of Mr. Robert L. Bollin's spouse in the ESOP.

(Footnotes continue on next page)


                                      -3-
<PAGE>

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

(6)  Includes  62,500  shares that may be acquired upon the exercise of options;
     17,600 shares owned by the Cathleen  Schulhoff  Trust, the trustee of which
     is  Mr.  Schulhoff's  spouse  and  as  to  which  Mr.  Schulhoff  disclaims
     beneficial ownership; and 14,200 shares owned by Schulhoff & Company, Inc.,
     a corporation of which Mr. Schulhoff is a major shareholder.

     The  following  table sets forth  certain  information  with respect to the
number  of WFC  shares  beneficially  owned by each  director  of WFC and by all
directors and executive officers of WFC as a group as of December 1, 2000:

<TABLE>
<CAPTION>

                                                   Amount and Nature of                 Percent of Common
Name and Address (1)                             Beneficial Ownership (2)             Shares Outstanding (3)
-----------------                                ---------------------                -------------------
<S>                                                        <C>                                  <C>
Robert L. Bollin                                        244,519(4)                              5.4%
Robert E. Hoeweler                                      193,700(5)                              4.3
Thomas H. Humes                                          24,500(6)                               .5
Timothy M. Mooney                                        23,500(7)                               .5
William J. Parchman                                     190,155(8)                              4.3
Henry L. Schulhoff                                      262,260(9)                              5.9
J. Clay Stinnett                                         23,500(10)                              .5
All directors and executive officers
  of WFC as a group (11 persons)                      1,239,288(11)                            25.1
</TABLE>
-----------------------------

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

(2)  A person is the  beneficial  owner of shares if such  person,  directly  or
     indirectly,  has sole or shared voting or investment power over such shares
     or has the right to acquire such voting or investment power within 60 days.
     All shares are owned directly with sole voting and investment power, unless
     otherwise  indicated by footnote.  All stock options granted under the 1988
     Option Plan and the 1999 Option Plan are currently exercisable.

(3)  For each person, assumes a total of 4,412,014 shares outstanding,  plus the
     number of shares such  person may acquire  pursuant to the 1988 Option Plan
     and the 1999 Option Plan.

(4)  Includes  115,500 shares that may be acquired upon the exercise of options;
     40,347  shares  held for the  benefit of Robert L.  Bollin in the  Deferred
     Plan, the trustee of which is Winton; 36,472 shares held for the benefit of
     Robert  L.  Bollin  in the  ESOP;  1,360  shares  held  by  the  individual
     retirement  account of Robert L.  Bollin,  the  trustee of which is Merrill
     Lynch;  36,080 shares held jointly with Mr. Bollin's  spouse;  4,800 shares
     held by A.G.  Edwards,  for the benefit of Mr. Bollin's spouse;  200 shares
     held by Mr.  Bollin's  spouse as custodian for their son; 9,728 shares held
     by A.G.  Edwards  in the Robert J.  Bollin  Trust,  for the  benefit of Mr.
     Bollin; and 32 shares held for the benefit of Mr. Robert L. Bollin's spouse
     in the ESOP.

(Footnotes continue on next page)


                                      -4-
<PAGE>

(5)  Includes  62,500  shares that may be acquired upon the exercise of options;
     51,600 shares held jointly with Mr. Hoeweler's  spouse;  39,800 shares held
     in trust for the benefit of Mr.  Hoeweler's  son; and 39,800 shares held in
     trust for the benefit of Mr. Hoeweler's daughter.

(6)  Includes  22,500 shares that may be acquired upon the exercise of an option
     and 2,000 shares held by Prudential Securities for the benefit of Mr. Humes
     and his spouse.

(7)  Includes  22,500 shares that may be acquired upon the exercise of an option
     and 1,000 shares held by PaineWebber for the benefit of Mr. Mooney.

(8)  Includes  52,500  shares that may be acquired upon the exercise of options;
     110,280 shares held in Mr. Parchman's  individual  retirement account,  the
     trustee of which is Alex Brown & Sons, Inc.; and 14,095 shares owned by Mr.
     Parchman's spouse.

(9)  Includes  62,500  shares that may be acquired upon the exercise of options;
     17,600 shares owned by the Cathleen  Schulhoff  Trust, the trustee of which
     is  Mr.  Schulhoff's  spouse  and  as  to  which  Mr.  Schulhoff  disclaims
     beneficial ownership; and 14,200 shares owned by Schulhoff & Company, Inc.,
     a corporation of which Mr. Schulhoff is a major shareholder.

(10) Includes  22,500 shares that may be acquired upon the exercise of an option
     and 1,000 shares held by Merrill Lynch for the benefit of Mr. Stinnett.

(11) Includes  517,500  shares that may be acquired upon the exercise of options
     and 93,362 shares held in the ESOP.


                   PROPOSAL ONE - AMENDMENT OF THE REGULATIONS

     The Regulations  currently  provide for a Board of Directors  consisting of
nine directors  divided into three classes.  The directors elected in each class
currently serve for a three-year term.

     There are presently  two  vacancies on the Board of  Directors.  One of the
vacancies  exists in the class of  directors  that will  stand for  election  in
January 2001 and resulted  from the death of Robert J. Bollin in February  1999.
The other vacancy  exists in the class of directors that will stand for election
in January 2003 and  resulted  from the decision of Donald G. Avery not to stand
for  re-election  in 1997.  Although the  Regulations  provide that the Board of
Directors  may, by a vote of the majority of their  number,  fill any vacancy in
the Board of  Directors  for the  unexpired  term,  the Board of  Directors  has
concluded  that the  vacancies  should  not be  filled  and  should  instead  be
eliminated by reducing the authorized number of directors to seven.

     While the directors have the authority  under Ohio law and the  Regulations
to reduce the authorized number of directors,  Ohio law requires that each class
of  directors  consist  of a minimum  of three  directors.  Unless the number of
classes of directors is reduced  from three to two,  therefore,  the decrease in
the  authorized  number of directors from nine to seven will result in one class
with three directors and two classes with two directors,  a number less than the
required minimum number of three directors. Ohio law and the Regulations require
that a reduction in the number of classes of directors be accomplished through a
shareholder-approved amendment to the Regulations.

     The Board of Directors recommends,  therefore,  that WFC shareholders adopt
an  amendment to Section  2.20(A) of the  Regulations  to reduce the  authorized
number of  directors  from nine to seven and to provide for the  division of the
directors  into  two  classes,  one of  which  will  consist  initially  of four
directors and the other of which will consist  initially of three directors.  In
the event the  directors  increase  the  authorized  number of  directors in the
future in accordance  with the  Regulations,  the Board of Directors will assign
the new directors to one of the two classes,  subject to certain limitations set
forth in the amended Section 2.02(A).


                                      -5-
<PAGE>

     The decision of the WFC  directors to propose the adoption of the amendment
to the Regulations is not the result of any of specific event.  The directors do
not presently contemplate recommending the adoption of any further amendments to
the Regulations.

     The  classification of WFC's directors is intended to assure continuity and
stability in WFC's  leadership  and policies.  Although the  directors  have not
experienced  problems with such continuity in the past, the directors  desire to
ensure the maintenance of such continuity.  In addition,  the directors  believe
that the classification of the directors assists WFC in protecting the interests
of WFC's shareholders in the event of an unsolicited offer for WFC.

     If the  amendment  is adopted,  all of the  directors of WFC will stand for
election at the Annual Meeting to the classes indicated in the following table:
<TABLE>
<CAPTION>

 Class of Directors               Name of Directors                              Initial Term Expires
<S>                                     <C>                                            <C>
 -----------------------------------------------------------------------------------------------------
 Class I                          Robert E.  Hoeweler,  Timothy M.  Mooney        2002 Annual Meeting
                                  and J. Clay Stinnett
 -----------------------------------------------------------------------------------------------------
 Class II                         Robert  L.  Bollin,   Thomas  H.  Humes,        2003 Annual Meeting
                                  William   J.   Parchman   and  Henry  L.
                                  Schulhoff
 -----------------------------------------------------------------------------------------------------
</TABLE>


At each annual meeting following the 2001 Annual Meeting,  the successors to the
directors whose terms expire at each such meeting will be elected for a two-year
term.

     Accordingly,  the WFC  shareholders  will be asked to adopt  the  following
resolution at the Annual Meeting:

     RESOLVED,  that Section  2.02(A) of the WFC Code of Regulations  be, and it
     hereby is, amended by deleting the current  Section 2.02(A) in its entirety
     and by substituting therefore a new Section 2.02(A) to read as follows:

     (A)  Until  changed  in  accordance  with  law,  the  authorized  number of
     directors  shall be seven,  who shall be divided into two  classes,  one of
     which  shall have three  directors  and the other of which  shall have four
     directors.  If the authorized number of directors is increased or decreased
     at any time, the directors may, by a resolution  adopted by not less than a
     majority of the whole authorized number of directors,  determine the number
     of directors to be added or subtracted,  as the case may be, from any class
     or classes of  directors,  and the effect of such  increase  or decrease on
     each class need not be  uniform;  provided,  however,  that the  authorized
     number of directors of any class shall not be fewer than three or exceed by
     more than four the number of any other class. The election of each class of
     directors shall be a separate election.

     At the annual meeting of shareholders held in 2001, the shareholders  shall
elect (1) three  directors for terms which shall expire at the annual meeting of
shareholders  in 2002 and (2) four directors for terms which shall expire at the
annual meeting of  shareholders  in 2003. At each annual meeting of shareholders
commencing in the year 2002, the shareholders  shall elect for terms expiring at
the second annual  meeting held  thereafter,  directors to succeed the directors
whose term shall expire in each such year; provided, however, that each director
shall be elected  until a successor  shall be elected and shall qualify or until
his earlier resignation, removal from office, death or incapacity.


                                      -6-
<PAGE>

The Board of  Directors  unanimously  recommends  a vote FOR the adoption of the
foregoing amendment to the Regulations.


                     PROPOSAL TWO - REELECTION OF DIRECTORS

     If the  amendment  to the  Regulations  is  adopted  by a  majority  of the
outstanding  common  shares of WFC,  shareholders  will vote on the  election of
three directors for terms expiring in 2002 and four directors for terms expiring
in 2003. At each annual  meeting  beginning in 2002, one class of directors will
stand for election for a term expiring at the second annual meeting thereafter.

     If the amendment to the Regulations is not adopted,  shareholders will vote
at the Annual  Meeting on the  reelection  of Henry L.  Schulhoff  and Thomas H.
Humes as directors of WFC for terms  expiring in 2004.  The other two classes of
directors  will remain  unchanged,  with Messrs.  Hoeweler,  Mooney and Stinnett
serving  terms  until  WFC's  annual  meeting of  shareholders  in 2002 and with
Messrs.  Bollin  and  Parchman  serving  terms  until  WFC's  annual  meeting of
shareholders in 2003. See the section of this Proxy Statement entitled "PROPOSAL
ONE - AMENDMENT OF THE REGULATIONS."

     Nominees  for  election  as  directors  are  designated  by  actions of the
directors.  In  accordance  with Section 2.03 of the  Regulations,  nominees for
election as directors may also be proposed by a shareholder entitled to vote for
directors  if  such  shareholder  has  submitted  a  written  nomination  to the
Secretary of WFC by the later of the February 1st immediately preceding the next
annual meeting of shareholders or the sixtieth day before the first  anniversary
of the most recent meeting of  shareholders  held for the election of directors.
Each such written  nomination  must state the name,  age,  business or residence
address of the nominee,  the principal  occupation or employment of the nominee,
the number of shares owned either beneficially or of record by each such nominee
and the length of time such shares have been so owned.  No shareholder  has duly
nominated a candidate for election as a director at the Annual Meeting.

     If the  amendment  to the  Regulations  is adopted,  the Board of Directors
proposes the reelection of the following  directors to terms which expire in the
year listed  below and until their  respective  successors  are elected or until
their earlier resignation, removal from office or death:

<TABLE>
<CAPTION>

Name                                 Age (1)            Position(s) Held          Director Since            Term Expires
----                                 ---                ----------------          --------------            ------------
<S>                                   <C>                     <C>                       <C>                     <C>
Robert E. Hoeweler                    53                    Director                   1989                     2002
Timothy M. Mooney                     53                    Director                   1996                     2002
J. Clay Stinnett                      49                    Director                   1996                     2002
</TABLE>


(1)  As of December 1, 2000.

<TABLE>
<CAPTION>
<S>                                   <C>                   <C>                         <C>                      <C>
Robert L. Bollin (2)                  48            Director and President              1989                    2003
William J. Parchman                   81           Director and Chairman of             1989                    2003
                                                          the Board
Henry L. Schulhoff                    56                   Director                     1989                    2003
Thomas H. Humes                       51                   Director                     1996                    2003
</TABLE>


(1)  As of December 1, 2000.
(2)  Robert L.  Bollin,  a director  and the  President  of WFC, is a brother of
     Gregory J. Bollin, a Vice President of WFC.



                                      -7-
<PAGE>

     If the amendment to the Regulations is NOT adopted,  the Board of Directors
proposes the reelection of the following directors to terms which will expire in
2004 and until their  respective  successors  are elected or until their earlier
resignation, removal from office or death:
<TABLE>
<CAPTION>

Name                                  Age (1)             Position(s) Held               Director Since
----                                  ----                ----------------               --------------
<S>                                    <C>                     <C>                            <C>
Henry L. Schulhoff                      56                    Director                        1989
Thomas H. Humes                         51                    Director                        1996
</TABLE>


(1)  As of December 1, 2000.


     If any nominee is unable to stand for  election,  the Proxies will be voted
for such  substitute  as the Board of Directors  recommends.  At this time,  the
Board of Directors  knows of no reason why any nominee  would be unable to serve
if elected. No shareholder may cumulate votes in the election of directors.

     Henry L. Schulhoff has been the President of Schulhoff and Company, Inc., a
local investment counseling firm, since 1976.

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

     Robert E.  Hoeweler,  a certified  public  accountant,  is the President of
Hoeweler  Group,  a group of  family-owned  companies  which  includes  Aluminum
Extruded Shapes, Inc.

     Timothy  M.  Mooney  has  served  as  Executive  Vice  President  and Chief
Financial Officer of Kendle International Inc., a clinical research organization
in Cincinnati, since 1996.

     J. Clay  Stinnett has served since 1993 as President and a director of J.R.
Concepts, Inc., a direct mail advertising company in Cincinnati.

     Robert L. Bollin has been the President and a director of Winton since 1988
and the President and a director of WFC since incorporation in November 1989.

     William J. Parchman has served as a director of Winton for 43 years.  Prior
to his  retirement,  Mr.  Parchman was the President of Parchman & Oyler Company
Realtors.

Meetings of Directors

     The Board of  Directors  of WFC met 15 times for  regularly  scheduled  and
special  meetings during the fiscal year ended September 30, 2000. Each director
attended at least 75% of the aggregate of such meetings.

     The Board of Directors of Winton met 15 times for  regularly  scheduled and
special  meetings during the fiscal year ended September 30, 2000. Each director
attended at least 75% of the aggregate of such meetings.

Committees of Directors

     The Board of Directors of WFC has an Audit Committee.  The members of WFC's
Audit Committee are Thomas H. Humes, Timothy M. Mooney and J. Clay Stinnett. The
function of the Audit  Committee is to communicate  with WFC's outside  auditors
and to  recommend to the Board of  Directors a firm of  accountants  to serve as
independent  auditors for WFC. The Audit  Committee  met twice during the fiscal
year ended September 30, 2000.

                                      -8-
<PAGE>

     The Board of Directors  does not have a nominating  committee.  Nominations
for election of directors are  determined by the entire Board of Directors.  See
"Election of Directors."

     The  committees  of the Board of Directors of Winton  includes an Executive
Committee, a Loan Committee, a Compensation  Committee,  an ESOP Committee and a
Stock Option Committee.

     The members of the Winton Executive Committee are Robert L. Bollin,  Robert
E.  Hoeweler,  William J. Parchman and Henry L.  Schulhoff.  The function of the
Executive Committee is to examine, together with management,  levels and methods
of investment,  to review and evaluate  alternative  and  additional  investment
programs and to consider and  establish  interest  rates on the various forms of
savings deposits and mortgage loans. The Executive Committee met 30 times during
the fiscal year ended September 30, 2000.

     Winton's  Loan  Committee is comprised of William J.  Parchman and Henry L.
Schulhoff.  Robert L.  Bollin  serves as  alternate.  The  function  of the Loan
Committee is to approve  loan  applications  and  exercise the  authority of the
Board  of  Directors  when the  Board  is not in  session,  subject  to  certain
limitations.  The Loan  Committee  met 34 times  during  the  fiscal  year ended
September 30, 2000.

     Winton's  Compensation  Committee  consists of Thomas H. Humes,  Timothy M.
Mooney and J. Clay Stinnett.  The function of the  Compensation  Committee is to
confer  with  management  and make  recommendations  to the  Board of  Directors
regarding the  compensation of Winton's  executive  officers and employees.  The
Compensation  Committee  met twice  during the fiscal year ended  September  30,
2000.

     The  ESOP is  administered  by a  committee  of at  least  three  directors
designated by the Board of Directors.  The ESOP committee  presently consists of
Timothy  M.  Mooney,  Robert E.  Hoeweler  and  William  J.  Parchman.  The ESOP
Committee met once during the fiscal year ended September 30, 2000.

     The Winton Stock Option  Committee is  responsible  for  administering  the
stock option  plans,  including  interpreting  the 1988 Option Plan and the 1999
Stock Option Plan and awarding  options  pursuant to the terms of the 1999 Stock
Option Plan.  The Winton Stock Option  Committee met once during the fiscal year
ended September 30, 2000. The current members of the Stock Option  Committee are
Thomas H. Humes, Timothy M. Mooney and J. Clay Stinnett.


                               EXECUTIVE OFFICERS

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

Name                                         Age(1)               Position(s) Held
----                                         ---                  ----------------
<S>                                           <C>                     <C>
Gregory J. Bollin                              46                 Vice President
Jill M. Burke                                  38                 Chief Financial Officer
Mary Ellen Lovett                              62                 Vice President
Gregory P. Niesen                              34                 Treasurer and Secretary
</TABLE>

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

(1)  As of December 1, 2000.


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

     Jill M. Burke is the Chief Financial  Officer of WFC and Winton,  positions
she has held since 1989.


                                      -9-
<PAGE>

     Gregory P.  Niesen  has  served as  Treasurer  and  Secretary  of WFC since
February  2000.  Prior  to his  employment  by WFC,  Mr.  Niesen  served  as the
Treasurer/Chief  Financial Officer of Glenway  Financial  Corporation and as the
Vice  President/Chief  Financial  Officer of  Centennial  Savings  Bank for four
years.

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


                COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Director Compensation

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

Executive Compensation

     WFC does not pay any  compensation  to its  executive  officers.  Executive
officers of Winton are  compensated  by Winton for services  rendered to Winton.
Except for the President,  the Executive Vice President and the Chief  Financial
Officer of Winton,  no director or executive  officer of WFC received  more than
$100,000  in  salary  and bonus  payments  from  Winton  during  the year  ended
September 30, 2000.

     The  following  table  sets  forth  certain  information  with  respect  to
compensation  paid to the President,  the Executive Vice President and the Chief
Financial Officer of Winton:

<TABLE>
<CAPTION>
                                                 Summary Compensation Table

--------------------------------------------------------------------------------------------------------------------
                                                                              Long Term
                                               Annual Compensation          Compensation
                                                                                Awards              All Other
                                                                             Options/SARs         Compensation
  Name and Principal Position    Year        Salary($)       Bonus($)           (#)(1)                ($)
--------------------------------------------------------------------------------------------------------------------
<S>                               <C>         <C>               <C>              <C>                  <C>
  Robert L. Bollin,              2000       $182,538          $62,000           12,500            $6,634 (2)
    President                    1999        173,327           62,000           15,000             7,725 (2)
                                 1998        165,330           52,000                -             8,567 (2)

  Gregory J. Bollin,             2000       $131,892          $44,000            7,500            $6,072 (3)
    Executive Vice               1999        126,400           44,000           10,000             6,554 (3)
    President                    1998        120,669           39,000                -             7,034 (3)

  Jill M. Burke,                 2000        $84,500          $27,000            7,500            $4,353 (4)
    Chief Financial Officer      1999         75,961           30,000           10,000             4,831 (4)
                                 1998         64,300           17,000                -             4,102 (4)
</TABLE>

-----------------------------
(footnotes on next page)


                                      -10-
<PAGE>

(1)  These figures represent the number of shares underlying  options granted to
     the named individuals during the year indicated pursuant to the 1988 Option
     Plan the 1999 Option Plan.  The  outstanding  options were adjusted for the
     two 2-for-1 stock splits in the form of stock dividends  effective in 1993,
     1994 and 1998.  WFC has no  restricted  stock awards or stock  appreciation
     rights ("SARs").

(2)  Consists of cash or stock  contributions to the ESOP or the reallocation of
     forfeited shares in the ESOP of $4,153,  $5,371 and $6,157 allocated to Mr.
     Robert L.  Bollin's  account  and  $2,481,  $2,354 and  $2,410 in  matching
     contributions  to the Deferred Plan for Mr. Robert L. Bollin's  account for
     the years ended September 30, 2000, 1999, and 1998, respectively.

(3)  Consists of cash or stock  contributions to the ESOP or the reallocation of
     forfeited shares in the ESOP of $4,153,  $5,371 and $6,144 allocated to Mr.
     Gregory  J.  Bollin's  account  and  $1,919,  $1,183  and $890 in  matching
     contributions  to the Deferred Plan for Mr. Gregory J. Bollin's account for
     the years ended September 30, 2000, 1999 and 1998, respectively.

(4)  Consists of cash or stock  contributions to the ESOP or the reallocation of
     forfeited shares in the ESOP of $2,724,  $3,557 and $2,882 allocated to Ms.
     Burke's account and $1,629, $1,274 and $1,220 in matching  contributions to
     the Deferred Plan for Ms. Burke's account for the years ended September 30,
     2000, 1999 and 1998, respectively.


Option Plans

     The following table sets forth  information  regarding the number and value
of  unexercised  options  granted  pursuant to the 1988 Option Plan and the 1999
Option Plan held by the persons  listed in the Summary  Compensation  Table.  No
SARs have been  granted  under  either the 1988  Option  Plan or the 1999 Option
Plan.
<TABLE>
<CAPTION>

                                 Aggregate Option/SAR Exercises in Last Fiscal Year  and 9/30/00 Option/SAR Values

                                                                          Number of Securities     Value of Unexercised
                                                                         Underlying Unexercised        In-the-Money
                                                                             Options/SARs at           Options/SARs
                                                                               9/30/00(#)            at 9/30/00($)(1)


                                 Shares Acquired          Value               Exercisable/              Exercisable/
Name                              on Exercise(#)      Realized ($)            Unexercisable            Unexercisable
----                           -- ---------------     ------------            -------------           -------------
<S>                                   <C>                  <C>                   <C>                          <C>
Robert L. Bollin                         -                   -                  107,500/ -               $273,125/ -
Gregory J. Bollin                        -                   -                   65,500/ -                163,875/ -
Jill M. Burke                            -                   -                   43,500/ -                 94,875/ -
</TABLE>


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

(1)  An option  is  "in-the-money"  if the fair  value of the  underlying  stock
     exceeds the market price of the option.  The figure represents the value of
     such  unexercised   options,   determined  by  multiplying  the  number  of
     unexercised  options by the  difference  between the exercise price of such
     options  and the $9.25  closing  bid price for the shares  reported  by the
     American Stock Exchange ("AMEX"), on September 29, 2000.

Employment and Severance Agreements

     Effective   January  6,  2000,  WFC  and  Winton  entered  into  employment
agreements  with  Robert L.  Bollin,  President  of WFC and  Winton,  Gregory J.


                                      -11-
<PAGE>

Bollin,  Vice President of WFC and Executive Vice President of Winton,  and Jill
M. Burke, Chief Financial Officer of WFC and Winton,  which expire on January 1,
2003.  Each  employment  agreement has a term of three years and provides for an
annual  salary of not less than  $200,000  for Robert L.  Bollin,  $145,600  for
Gregory  J.  Bollin  and  $96,000  for Jill M.  Burke and an annual  salary  and
performance review by the Boards of Directors. The employment agreements require
the  inclusion of Robert L.  Bollin,  Gregory J. Bollin and Jill M. Burke in any
formally established  employee benefit,  bonus, pension and profit sharing plans
for which senior management personnel are eligible and also provide for vacation
and sick leave.

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

     If WFC or Winton  terminate the employment of Robert L. Bollin,  Gregory J.
Bollin  or  Jill  M.  Burke,  or if  their  positions  or  responsibilities  are
substantially  changed,  in  connection  with or within  one year of a change in
control of WFC or Winton,  he or she will be entitled to receive an amount equal
to his or her then current annual compensation,  multiplied by three, subject to
reduction  to the extent  necessary  to comply with  certain  provisions  of the
Internal  Revenue Code of 1986,  as amended  (the  "Code"),  regulations  of the
Internal  Revenue  Service and  regulations of the Office of Thrift  Supervision
("OTS").  Assuming  employment  termination in connection  with such a change of
control, the maximum payment to Robert L. Bollin,  Gregory J. Bollin and Jill M.
Burke would be $547,614, $395,676 and $253,500, respectively, or three times the
greater of the minimum  salary levels in the agreements or the salary levels for
fiscal 2000 reflected in the Summary Compensation Table above.

Audit Committee Report

     The Audit  Committee of the Board of Directors of WFC is comprised of three
directors,  all of whom are considered  "independent"  under Rule 4200(a)(14) of
the National  Association of Securities  Dealers' listing  standards.  The Audit
Committee is responsible for overseeing WFC's accounting functions and controls,
as well as recommending to the Board of Directors an independent accounting firm
to audit WFC's financial  statements.  The Audit Committee has adopted a charter
to set forth its  responsibilities  (the  "Charter").  A copy of the  Charter is
attached to this Proxy Statement as Exhibit A.

     As required by the Charter,  the Audit Committee  received and reviewed the
report of Grant  Thornton  regarding the results of their audit,  as well as the
written  disclosures and the letter from Grant Thornton required by Independence
Standards  Board  Standard  No.  1. The Audit  Committee  reviewed  the  audited
financial  statements  with the  management  of WFC. A  representative  of Grant
Thornton  also  discussed  with the Audit  Committee the  independence  of Grant
Thornton from WFC, as well as the matters  required to be discussed by Statement
of  Auditing  Standards  61.  Discussions  between the Audit  Committee  and the
representative of Grant Thornton included the following:

o    Grant  Thornton's  responsibilities  in accordance with generally  accepted
     auditing standards

o    The  initial   selection  of,  and  whether  there  were  any  changes  in,
     significant accounting policies or their application

o    Management's judgments and accounting estimates

o    Whether there were any significant audit adjustments

o    Whether there were any disagreements with management

o    Whether there was any consultation with other accountants

o    Whether  there were any major issues  discussed  with  management  prior to
     Grant Thornton's retention

o    Whether Grant Thornton encountered any difficulties in performing the audit

                                      -12-
<PAGE>

o    Grant Thornton's judgments about the quality of WFC's accounting principles

o    Grant Thornton's  responsibilities  for information  prepared by management
     that is included in documents containing audited financial statements

     Based on its review of the financial  statements and its  discussions  with
management and the representative of Grant Thornton, the Audit Committee did not
become  aware  of any  material  misstatements  or  omissions  in the  financial
statements.  Accordingly,  the  Audit  Committee  recommended  to the  Board  of
Directors that the audited financial statements be included in the Annual Report
on Form  10-K  for the year  ended  September  30,  2000,  to be filed  with the
Commission.

Submitted by the Audit Committee of WFC's Board of Directors

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

Personnel and Salary Committee Report on Executive Compensation

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

                      Process for Determining Compensation

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

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

            Compensation Policies toward Executive Officers Generally

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

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


                                      -13-
<PAGE>
     The  objectives  of the  Incentive  Plan are to  motivate  and  reward  the
executive officers in connection with the accomplishment of annual objectives of
Winton  and  WFC,  to   reinforce   a  strong   performance   orientation   with
differentiation  and  variability in individual  awards based on contribution to
annual and long range business results and to provide a competitive compensation
package  which  will  attract,  reward  and retain  individuals  of the  highest
quality. For the President, the Executive Vice President and the Chief Financial
Officer of Winton and WFC,  incentive  awards are  determined as a percentage of
gross income,  which percentage is calculated  utilizing a corporate goal factor
and a  performance  factor.  The  corporate  goal  factor  is based  upon  WFC's
achievement of certain levels of earnings and a predetermined  return on equity.
The  performance  factor  is  based  upon  the  particular  executive  officer's
performance during the preceding year.

                       Determination of CEO's Compensation

     The  Compensation  Committee based the compensation of Mr. Robert L. Bollin
in 2000 on the policies  described above for executive  officers.  The corporate
profitability  measurements  considered  were  return  on  equity,  net  income,
earnings per share and return on assets.  Additional  corporate goals considered
were merger and acquisition activities, continued updating and implementation of
Winton's strategic plan and subsidiary oversight and progress.  The Compensation
Committee  believes that the level of compensation  paid to Mr. Robert L. Bollin
in 2000 was fair and reasonable  when compared with  compensation  levels in the
thrift industry reported in various independent surveys. The compensation earned
by Mr.  Robert  L.  Bollin  in 2000  reflects  the  significant  management  and
leadership  responsibilities  required of him and the effective  manner in which
those responsibilities were fulfilled.

Submitted by the Compensation Committee of Winton's Board of Directors

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

Personnel and Salary Committee Interlocks

     During fiscal 2000, no member of the  Compensation  Committee was a current
or former  executive  officer or employee  of WFC or Winton or had a  reportable
business relationship with WFC or Winton.





















                                      -14-
<PAGE>


Performance Graph

     The following  graph compares the  cumulative  total return on WFC's shares
for the fiscal year ended September 30, 2000,  with the cumulative  total return
of the SNL Bank Index, which is an index of banks whose shares are traded on The
New York Stock  Exchange,  AMEX or The Nasdaq Stock Market,  and the  cumulative
total return of the Standard and Poor's 500 for the same period.




           [Total performance graph plotting points set forth below]












<TABLE>
<CAPTION>


Index                                  09/29/1995  09/30/1996  09/30/1997  09/30/1998  09/30/1999  09/29/2000
                         -------------------------------------------------------------------------------------
<S>                                          <C>        <C>          <C>         <C>        <C>          <C>
Winton Financial Corp.                     100.00       98.20      143.98      200.74      258.30      165.12
SNL Bank Index                             100.00      127.54      195.45      186.12      209.89      243.79
S&P 500 Index                              100.00      117.61      162.09      174.02      219.49      245.81
</TABLE>


Certain Transactions with Winton

     Some of the directors and officers of WFC and Winton were  customers of and
had transactions  with Winton in the ordinary course of Winton's business during
the two years  ended  September  30,  2000.  All loans and  commitments  to loan
included in such  transactions  were made in the ordinary  course of business on
substantially the same terms, including interest rates and collateral,  as those
prevailing at the time for  comparable  transactions  with other persons and, in
the opinion of the  management of WFC, do not involve more than a normal risk of
collectibility or present other unfavorable features.

                     PROPOSAL THREE - SELECTION OF AUDITORS

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

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


                                   -15-
<PAGE>

             SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section  16(a)  of the  Securities  Exchange  Act of  1934  requires  WFC's
officers and  directors  and persons who own 10% or more of the common shares of
WFC to file  reports of  ownership  and changes in ownership on Forms 3, 4 and 5
with the Commission.  Officers,  directors and 10% or greater  shareholders  are
required by the Commission's regulations to furnish WFC with copies of all Forms
3, 4 and 5 they file.

     Based on WFC's  review of the  copies of such  forms it has  received,  WFC
believes  that all of its officers,  directors  and 10% or greater  shareholders
complied  with all  filing  requirements  applicable  to them  with  respect  to
transactions during 2000.


                 PROPOSALS OF SECURITY HOLDERS AND OTHER MATTERS

     Any  proposals  of  qualified  shareholders  intended to be included in the
proxy  statement for the 2002 Annual  Meeting of  Shareholders  of WFC should be
sent to WFC by certified  mail and must be received by WFC not later than August
21, 2001.  In addition,  if a  shareholder  intends to present a proposal at the
2002 Annual  Meeting  without  including  the  proposal  in the proxy  materials
related to that  meeting,  and if the  proposal  is not  received by November 3,
2001, then the proxies  designated by the Board of Directors of WFC for the 2002
Annual Meeting of Shareholders  of WFC may vote in their  discretion on any such
proposal any shares for which they have been appointed  proxies  without mention
of such matter in the proxy statement or on the proxy card for such meeting.

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

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

                                             By Order of the Board of Directors




Cincinnati, Ohio                             Robert L. Bollin
December 15, 2000                            President










                                      -16-
<PAGE>


                                    EXHIBIT A

                    AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
                         OF WINTON FINANCIAL CORPORATION
                                     CHARTER

I.       PURPOSE

     The  primary  function  of the Audit  Committee  is to assist  the Board of
Directors  in  fulfilling  its  oversight  responsibilities  by  reviewing:  the
financial reports and other financial  information  provided by the Corporation:
the Corporation's  systems of internal controls regarding  finance,  accounting,
legal compliance and ethics that management and the Board have established:  and
the  Corporation's  auditing,   accounting  and  financial  reporting  processes
generally.  Consistent with this function,  the Audit Committee should encourage
continuous  improvement  of, and should foster  adherence to, the  corporation's
policies,  procedures and practices at all levels. The Audit committee's primary
duties and responsibilities are to:

o    Serve as an independent  and objective  party to monitor the  Corporation's
     financial reporting process and internal control systems.

o    Review and  appraise  the audit  efforts of the  Corporation's  independent
     accountants and internal audit and compliance procedures.

o    Provide an open  avenue of  communication  among  independent  accountants,
     financial and senior management, and the Board of Directors.

The Audit Committee will primarily  fulfill these  responsibilities  by carrying
out the activities enumerated in Section IV. of this Charter.

II.      COMPOSITION

     The  Audit  Committee  shall be  comprised  of three or more  directors  as
determined by the Board, each of whom shall be independent  directors,  and free
from any  relationship  that, in the opinion of the Board,  would interfere with
the  exercise  of his  independent  judgement  as a  member  of  the  Committee.
Characteristics  which would disqualify a director from being independent are as
follows:

o    Been employed by the  corporation  or its affiliates in the current or past
     three years;
o    Accepted any compensation  from the corporation or its affiliates in excess
     of $60,000  during the  previous  fiscal year  (except  for board  service,
     retirement plan benefits, or non-discretionary compensation;
o    An  immediate  family  member who is, or has been in the past three  years,
     employed by the corporation or its affiliates as an executive officer;
o    Been a partner,  controlling  shareholder  or an executive  officer for any
     for-profit  business  to  which  the  corporation  made,  or from  which it
     received,   payments  that  exceed  five  percent  of  the   organization's
     consolidated gross revenues for that year, or $200,000,  whichever is more,
     in any of the past three years; or
o    Been  employed as  executive of another  entity where any of the  company's
     executives serve on that entity's compensation committee.

     All members of the Committee  shall have a working  familiarity  with basic
financial  and  accounting  practices,  and at least one member of the Committee
shall have accounting or related financial management expertise.

     The  members of the  Committee  shall be elected by the Board at the annual
organization  meeting  of the  Board or  until  their  successors  shall be duly
elected and qualified.  Unless a Chair is elected by the full Board, the members
of the Committee  may  designate a Chair by majority vote of the full  Committee
membership.


                                      A-1
<PAGE>



III.     MEETINGS

     The committee shall meet at least two times annually, or more frequently as
circumstances  dictate.  As part of its job to foster  open  communication,  the
Committee  should meet at least  annually with  management  and the  independent
accountants.

IV.      RESPONSIBILITIES AND DUTIES

Documents/Reports Review

1.   Review and update the Audit Committee Charter  periodically,  as conditions
     dictate.

2.   Review the organization's annual financial statements.

3.   Review internal reports from management and management's response.

Independent Accountants

4.   Recommend  to the  Board of  Directors  the  selection  of the  independent
     accountants,  considering  independence and  effectiveness  and approve the
     fees and other compensation to be paid to the independent  accountants.  On
     an  annual  basis,  the  Committee  should  review  and  discuss  with  the
     accountants all  significant  relationships  the accountants  have with the
     Corporation to determine the accountant's independence.

5.   Review the  performance  of the  independent  accountants  and  approve any
     proposed  discharge  of  the  independent  accountants  when  circumstances
     warrant.

6.   Periodically  consult with the independent  accountants out of the presence
     of management  about the adequacy of internal  controls and the accuracy of
     the  organization's  financial  statements.  Obtain  from  the  independent
     accountants  their  recommendations  regarding  internal controls and other
     matters relating to the accounting  procedures and the books and records of
     the Company and its  subsidiaries  and reviewing the correction of controls
     deemed to be deficient.

7.   Ensure  independent   auditor  completes  a  review  of  interim  financial
     statements before the company's Form 10-Q is filed with the SEC.

Audit Committee Report

8.   The Committee  will prepare a letter to be included in the proxy  statement
     for the annual meeting which  specifically  states that the audit committee
     has: (1) reviewed  and  discussed  the audited  financial  statements  with
     management;  (2)  discussed  with  the  independent  auditors  the  matters
     required to be discussed by  Statement  of Auditing  Standards  61; and (3)
     received and discussed with the independent  auditors the matters  required
     by Independence  Standards Board Standard No. 1,  Independence  Discussions
     with Audit  Committees.  The audit  committee  report  must also  include a
     statement whether,  based on the procedures performed,  the audit committee
     recommended to the board of directors that the audit  financial  statements
     be included in the company's Annual Report on Form 10-K for the last fiscal
     year. The name of each member of the audit  committee must appear below the
     report.

Other Matters

9.   Reporting to the Board of Directors by the Committee following the meetings
     of the Audit Committee.

10.  Maintain minutes of meetings and activities of the Audit Committee.

11.  Perform  any  other   activities   consistent   with  this   Charter,   the
     Corporation's  By-laws and  governing  law, as the  Committee  or the Board
     deems necessary or appropriate.


                                       A-2
<PAGE>


                                 REVOCABLE PROXY

      THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF WINTON
         FINANCIAL CORPORATION FOR THE WINTON FINANCIAL CORPORATION 2001
          ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY 26, 2001

     The  undersigned  shareholder  of  Winton  Financial  Corporation,  an Ohio
corporation  ("WFC"),  hereby  constitutes  and  appoints  ________________  and
_______________,  or either of them,  the Proxy or Proxies  of the  undersigned,
with  full  power of  substitution  and  resubstitution,  to vote at the  Annual
Meeting of  Shareholders  of WFC to be held at Dante's  Restaurant,  5510 Rybolt
Road,  Cincinnati,  Ohio on  January  26,  2001,  at  10:00  a.m.  (the  "Annual
Meeting"), all of the shares of WFC which the undersigned is entitled to vote at
the Annual  Meeting,  or at any  adjournment  thereof,  on each of the following
proposals, all of which are described in the accompanying Proxy Statement:

1.   Proposal  to adopt  an  amendment  to  Section  2.02(A)  of the WFC Code of
     Regulations  to reduce  the number of  directors  from nine to seven and to
     reduce the number of classes of directors from three to two.


        [   ]   FOR              [   ]   AGAINST              [   ]   ABSTAIN


2.   If the  proposal  in Item 1 is  adopted,  to reelect  the  following  three
     directors  for terms  expiring  in 2002 and to reelect the  following  four
     directors for terms expiring in 2003.

          (i)  For terms expiring in 2002: Robert E. Hoeweler, Timothy M. Mooney
               and J. Clay Stinnett.

          (ii) For terms  expiring in 2003:  Robert L. Bollin,  Thomas H. Humes,
               William J. Parchman and Henry L. Schulhoff.

3.   If the  proposal in Item 1 is not  adopted,  to reelect the  following  two
     directors for terms expiring in 2004:

                               Henry L. Schulhoff
                                 Thomas H. Humes

      [   ]    FOR all nominees                  [   ]   WITHHOLD authority to
               (except as marked to the                  vote for all nominees:
               contrary below):

(INSTRUCTION:  To withhold authority to vote for any individual  nominee,  write
that nominee's name in the space provided below).

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

4.   The ratification of the selection of Grant Thornton LLP, as the Auditors of
     WFC for the current fiscal year.


        [   ]   FOR              [   ]   AGAINST              [   ]   ABSTAIN

5.   In their  discretion,  upon such other business as may properly come before
     the Annual Meeting.

This Proxy, when properly executed,  will be voted in the manner directed herein
by the undersigned  shareholder.  Unless otherwise specified, the shares will be
voted FOR proposals 1, 2 or 3 and 4.

         IMPORTANT: Please sign and date this Proxy on the reverse side


<PAGE>


All Proxies  previously given by the undersigned are hereby revoked.  Receipt of
the  Notice  of the  2001  Annual  Meeting  of  Shareholders  of WFC  and of the
accompanying Proxy Statement is hereby acknowledged.

Please  sign  exactly  as  your  name  appears  on  your  Stock  Certificate(s).
Executors, Administrators, Trustees, Guardians, Attorneys and Agents should give
their full titles.



---------------------------------         ------------------------------------
Signature                                 Signature


Dated:                                    Dated:
       --------------------------                -----------------------------


THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF WFC. PLEASE SIGN,
DATE AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED FOR
MAILING IN THE U.S.A.