<PAGE>   1

                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

 (Mark One)

     [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934 [Fee Required]

          For the Fiscal Year September 30, 1996 

                             OR

     [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934 [No Fee Required]

          For the transition period from ______________to___________________

                         Commission File Number: 0-18993
                                                 -------

                          WINTON FINANCIAL CORPORATION
                          ----------------------------
                 (Name of small business issuer in its charter)

             Ohio                                         31-1303854
             ----                                         ----------
  (State or other jurisdiction of                      (I.R.S. Employer
  incorporation or organization)                     Identification Number)

                    5511 Cheviot Road, Cincinnati, Ohio 45247
                    -----------------------------------------
               (Address of principal executive offices) (Zip Code)

                    Issuer's telephone number: (513) 385-3880
                                              ---------------

      Securities registered pursuant to Section 12(b) of the Exchange Act:
                                      None
                                      ----

      Securities registered pursuant to Section 12(g) of the Exchange Act:
                        Common Shares, without par value
                        --------------------------------
                                (Title of Class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the preceding 12 months (or for such
shorter period that the issuer was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes X   No
                                                                  ---    ---

Check if there is no disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of issuer's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [X]

State the issuer's revenues for its most recent fiscal year: $22.2 million
                                                            --------------

Based upon the last sale price quoted by The Nasdaq Stock Market as of November
25, 1996, the aggregate market value of the voting stock held by non-affiliates
of the Registrant, on that date was $13,878,933.

At December 13, 1996, there were 1,986,152 of the Registrant's Common Shares
issued and outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

Part I of Form 10-KSB: Safe Harbor Under the Private Securities Litigation
Reform Act of 1995 in Exhibit 99.

Part II of Form 10-KSB: Portions of the 1996 Annual Report to Shareholders for
the fiscal year ended September 30, 1996, in Exhibit 13. 

Part III of Form 10-KSB: Proxy Statement for 1997 Annual Meeting of
Shareholders in Exhibit 20.

Transitional Small Business Disclosure Format Yes    No X
                                                 ---   ---

                        Index to Exhibits is on page 39.


<PAGE>   2


                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

GENERAL

        Winton Financial Corporation ("WFC") was incorporated as an Ohio
corporation in 1989 and, in 1990, acquired all of the issued and outstanding
common shares of The Winton Savings and Loan Co. ("Winton"), a savings and loan
association incorporated under the laws of the State of Ohio. On January 5,
1996, Blue Chip Savings Bank ("Blue Chip") merged with and into Winton (the
"Merger"). As a result of the Merger, Winton acquired $33.9 million in assets,
$27.3 million in deposits and a downtown Cincinnati branch. As a unitary savings
and loan holding company, WFC, through Winton, is engaged in the savings and
loan business.

        The Merger was accounted for as a pooling of interests. Therefore, all
financial information for WFC or Winton at, or for the years ended, September
30, 1995 through September 30, 1992, have been restated to include Blue Chip.
WFC's activities have been limited primarily to holding the common shares of
Winton. Consequently, the following discussion focuses primarily on the business
of Winton.

        In addition to the historical financial information included herein, the
disclosures contain forward-looking statements that involve risks and
uncertainties. Economic circumstances, WFC's operations and its 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 WFC's general market area. See Exhibit 99,
"Safe Harbor Under the Private Securities Litigation Reform Act of 1995," which
is incorporated herein by reference.

        Winton is principally engaged in the business of making first mortgage
loans to finance the purchase, construction or improvement of one- to
four-family residential real estate or other real property located in Winton's
primary market area. Loan funds are obtained primarily from savings deposits,
which are insured up to applicable limits by the Federal Deposit Insurance
Corporation (the "FDIC") in the Savings Association Insurance Fund ("SAIF"),
loan repayments and FHLB advances. Interest earned on such loans is Winton's
primary source of revenue. In addition to originating loans, Winton invests in
U.S. Government and agency obligations, interest-bearing deposits in other
financial institutions and mortgage-backed securities.

        Winton conducts business from its five full-service offices in Hamilton
County, Ohio, and serves a market area which includes the Ohio counties of
Hamilton, Butler, Clinton, Clermont, Montgomery, Brown, Adams, Franklin and
Warren, the Indiana counties of Ripley, Franklin, Union and Dearborn and the
Kentucky counties of Boone, Campbell, Galatin and Kenton. Winton is authorized
to originate loans in the States of Indiana and Kentucky.

        As a savings and loan holding company, WFC is subject to regulation,
supervision and examination by the Office of Thrift Supervision of the United
States Department of the Treasury (the "OTS"). As a savings and loan association
incorporated under the laws of the State of Ohio, Winton is subject to
regulation, supervision and examination by the OTS, the FDIC and the Ohio
Division of Financial Institutions (the "Division"). Winton is also a member of
the Federal Home Loan Bank of Cincinnati (the "FHLB").

        Congress is considering legislation to eliminate the federal savings and
loan charter and the separate federal regulation of savings and loan
associations and the Department of the Treasury is preparing a report for
Congress on the development of a common charter for all financial institutions.
Pursuant to such legislation, Congress may eliminate the OTS and Winton may be
regulated under federal law as a bank or may be required to change its charter.
Such change in regulation or charter would likely change the range of activities
in which Winton may engage and would probably subject Winton to more regulation
by the FDIC.

        In addition, WFC might become subject to a different form of holding
company regulation which may limit the activities in which WFC may engage and
subject WFC to other additional regulatory requirements, including separate
capital requirements. WFC cannot predict when or whether Congress may actually
pass legislation regarding WFC's and Winton's regulatory requirements or
charter. Although such legislation may change the activities in which either WFC
and Winton may engage, it is not anticipated that the current activities of
either WFC and Winton will be materially affected by those activity limits.

                                      -2-
<PAGE>   3

LENDING ACTIVITIES

        GENERAL. Winton's lending activities include the origination of
conventional fixed-rate and variable-rate mortgage loans for the acquisition or
construction of single family homes located in Winton's primary market area.
Construction and permanent mortgage loans on condominiums, multi-unit and
nonresidential properties are also offered by Winton. Winton does not make
loans guaranteed by the Veterans Administration. In addition to mortgage
lending, Winton originates consumer loans, including passbook, automobile,
secured, unsecured, home improvement and home equity line of credit loans. To a
very limited extent, Winton also originates commercial loans secured by real
estate. Winton's portfolio of loans, loans held for sale and mortgage-backed
securities totaled approximately $269.8 million at September 30, 1996, and
represented 92% of total assets.

        LOAN AND MORTGAGE-BACKED SECURITIES MATURITY SCHEDULE. The following
table sets forth certain information, as of September 30, 1996, regarding the
dollar amount of loans and mortgage-backed securities maturing in Winton's
portfolio based on their contractual terms to maturity, before giving effect to
net items. See "Mortgage-Backed Securities" for more information regarding
Winton's portfolio of mortgage-backed securities. Demand loans, loans having no
stated schedule of repayments or without stated maturity and overdrafts are
reported as due in one year or less.


<TABLE>
<CAPTION>

                                                                     Due over        Due over
                                                                    3 years to      5 years to
                                Due in      Due in      Due in    5 years after   10 years after     Due over
                                 1997        1998        1999        9/30/96          9/30/96        10 years      Totals
                                -------      ------      -----    ----------       -----------    ------------   ----------
                                                                  (In thousands)
<S>                              <C>         <C>         <C>         <C>               <C>            <C>          <C>     
Real estate mortgage loans       $6,356      $6,901      7,493       $16,975           $41,188        $161,425     $240,338
Mortgage-backed securities -
   held to maturity                 301         320        341           747             2,328          12,377       16,414
Mortgage-backed securities -
   available for sale             2,060          13         15            31                97             726        2,942
Construction and land
    loans (1)                    17,930         573        623           388                --              --       19,514
Consumer and other loans            767         818        820            --                --              --        2,405
                                -------      ------      -----    ----------       -----------    ------------   ----------
Total loans and
   mortgage-backed securities   $27,414      $8,625     $9,292       $18,141           $43,613        $174,528     $281,613
                                =======      ======     ======       =======           =======        ========     ========
<FN>

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

(1)  Includes construction loans for which Winton has committed to a permanent
     end-loan.
</TABLE>

        The following table sets forth, at September 30, 1996, the dollar amount
of all loans and mortgage-backed securities, before net items, which have
predetermined interest rates and floating or adjustable interest rates:
<TABLE>
<CAPTION>

                                                                              Floating or
                                                     Predetermined             adjustable
                                                          rates                  rates
                                                     -------------            ----------
                                                                 (In thousands)

<S>                                                       <C>                   <C>     
Real estate mortgage loans                                $138,085              $119,032
Loans held for sale                                          2,735                    --
Consumer and other loans                                     2,405                    --
Mortgage-backed securities - held to maturity                   54                16,360
Mortgage-backed securities - held for sale                      --                 2,942
                                                     -------------            ----------

   Total                                                  $143,279              $138,334
                                                     =============            ==========
</TABLE>

                                      -3-


<PAGE>   4

         LOAN AND MORTGAGE-BACKED SECURITIES PORTFOLIO COMPOSITION. The
following table sets forth certain information concerning the composition of
Winton's loan and mortgage-backed securities portfolio at the dates indicated:
<TABLE>
<CAPTION>

                                                                       At September 30,
                                                 --------------------------------------------------------------------
                                                        1996                     1995                   1994
                                                        -----                    -----                  ----
                                                  Amount          %        Amount         %        Amount        %
                                                 ---------   --------     ---------   -------      --------   -------
                                                                        (Dollars in thousands)
<S>                                              <C>              <C>     <C>             <C>      <C>            <C> 
Type of loan or investment:
  Conventional real estate loans:
   One- to four-family
    Interim construction                          $ 15,049        5.6%     $ 13,224       5.9%     $ 12,809       5.8%
    First mortgages on existing properties         144,306       53.5       120,124      53.3       119,299      54.3
    Loans held for sale                              2,735        1.0         1,079        .5           769        .4
  Multifamily
    Interim construction                             2,475         .9         1,400        .6           300        .1
    Loans on existing properties                    55,507       20.6        44,298      19.6        40,587      18.5
  Developed building lots                            2,326         .9         1,910        .8         3,112       1.4
  Nonresidential real estate loans
    Interim construction                               450         .1         1,486        .7         1,655        .8
    Loans on existing properties                    37,001       13.7        28,603      12.7        26,025      11.9
  Mortgage-backed securities - held
    to maturity                                     16,414        6.1        17,960       8.0        20,624       9.4
  Mortgage-backed securities - available
    for sale                                         2,942        1.1         1,482        .6            --        --
  Mobile home loans                                      3        --              7        --            15        --
  Consumer and other loans                           2,405         .9         3,755       1.7         3,428       1.6
                                                 ---------   --------     ---------   -------      --------   -------
                                                   281,613      104.4       235,328     104.4       228,623     104.2
Less:
  Loans in process                                 (10,150)      (3.8)       (8,331)     (3.7)       (7,211)     (3.3)
  Deferred loan origination fees                      (760)       (.3)         (937)      (.4)       (1,300)      (.6)
  Allowance for loan losses                           (857)       (.3)         (654)      (.3)         (609)      (.3)
                                                 ---------   --------     ---------   -------      --------   -------

    Total loans and mortgage-backed
      securities                                  $269,846      100.0%     $225,406     100.0%     $219,503     100.0%
                                                  ========      ======     ========     ======     ========     ======

Type of security:
  Residential
    One- to four-family                           $159,355       59.1%     $133,348      59.2%     $132,108      60.2%
    Multifamily residential                         57,982       21.5        45,698      20.3        40,887      18.6
    Loans held for sale                              2,735        1.0         1,079        .5           769        .4
  Nonresidential real estate                        37,451       13.8        30,089      13.4        27,680      12.6
  Developed building lots                            2,326         .9         1,910        .8         3,112       1.4
  Mortgage-backed securities                        19,356        7.2        19,442       8.6        20,624       9.4
  Deposit accounts                                     389         .1           329        .1           361        .2
  Other                                              2,019         .8         3,433       1.5         3,082       1.4
                                                 ---------   --------     ---------   -------      --------   -------
                                                   281,613      104.4%      235,328     104.4%      228,623     104.2%

Less:
  Loans in process                                 (10,150)      (3.8)       (8,331)     (3.7)       (7,211)     (3.3)
  Deferred loan origination fees                      (760)       (.3)         (937)      (.4)       (1,300)      (.6)
  Allowance for loan losses                           (857)       (.3)         (654)      (.3)         (609)      (.3)
                                                 ---------   --------     ---------   -------      --------   -------

Total loans and mortgage-backed securities        $269,846      100.0%     $225,406     100.0%     $219,503     100.0%
                                                  ========      ======     ========     ======     ========    ======
</TABLE>

                                      -4-
<PAGE>   5


         ONE- TO FOUR-FAMILY RESIDENTIAL REAL ESTATE LOANS. The primary lending
activity of Winton has been the origination of conventional loans for the
acquisition or construction of single-family residences, located within Winton's
primary market area. Winton also originates loans on two- to four-family
dwellings and condominiums. Each of such loans is secured by a mortgage on the
underlying real estate and improvements thereon. At September 30, 1996, 60.1% of
Winton's total outstanding loans and mortgage-backed securities consisted of
loans secured by, respectively first and second mortgage loans and home equity
lines of credit secured by one- to four-family residential real estate,
including loans held for sale. Second mortgages and home equity lines of credit
are subject to a higher degree of risk than first mortgage loans, because, in
the event of default or foreclosure, amounts due on first mortgages have a prior
claim to available funds. Most of the second mortgages and home equity lines of
credit made by Winton are secured by property on which it holds the first
mortgage.

        OTS regulations and Ohio law limit the amount which Winton may lend in
relationship to the appraised value of the real estate and improvements thereon
at the time of loan origination. In accordance with such regulations, Winton
makes loans on single-family residences up to 95% of the value of the real
estate and improvements (the "Loan-to-Value Ratio" or "LTV"). Winton also makes
loans over the 95% LTV; though most of those loans are sold in the secondary
market. Winton requires private mortgage insurance and charges premium interest
rates for loans over the 80% LTV.

        Winton offers adjustable-rate mortgage loans ("ARMs") with interest rate
adjustment periods of generally one or three years. The interest rates initially
charged on ARMs and the new rate at each adjustment date are determined by
adding a stated margin to the one-year or three-year United States Treasury bill
rate at the time the loan is originated. The initial interest rate for a
three-year ARM is set slightly higher than for the one-year ARM to compensate
Winton for the increased exposure to risk resulting from interest-rate
fluctuations during the adjustment period. The maximum adjustment at each
adjustment date for one-year ARMs is usually 2%, with a maximum adjustment of 6%
over the term of the loan. The maximum adjustment on three-year ARMs presently
originated by Winton is 2% at each adjustment date, with a maximum adjustment of
6% over the life of the loan. None of Winton's ARMs have negative amortization
features.

        Residential mortgage loans offered by Winton are usually for terms of 10
to 30 years. Due to the general long-term nature of an investment in mortgage
loans, such loans could have an adverse effect upon the earnings spread of an
association if such loans do not reprice as quickly as the association's cost of
funds. To minimize such effect, Winton emphasizes the origination of ARMs.
Furthermore, experience during recent years reveals that, as a result of
prepayments in connection with refinancings and sales of the underlying
properties, residential loans generally remain outstanding for periods which are
substantially shorter than the maturity of such loans.

        ARMs were popular with consumers during the periods of high interest
rates in fiscal 1981 through fiscal 1986, reemerging again in popularity during
fiscal 1994. Consumer demand for fixed-rate loans tends to increase during
periods of low or decreasing interest rates. Of the total mortgage loans
originated by Winton during the fiscal year ended September 30, 1996, 31.4% were
ARMs and 68.6% were fixed-rate.

         MULTIFAMILY RESIDENTIAL REAL ESTATE LOANS. In addition to loans on one-
to four-family properties, Winton makes adjustable- and fixed-rate loans secured
by multifamily properties containing over four units. Multifamily loans
generally have terms of up to 25 years and a maximum LTV of 75%, although a
higher LTV occasionally is approved for an established borrower. Such loans are
currently made with the same adjustment schedules, indexes and caps as for one-
to four-family residential ARMs, at adjustable interest rates with a margin of
3% over the index.

        Multifamily lending is generally considered to involve a higher degree
of risk because the loan amounts are larger and the borrower typically depends
upon income generated by the project to cover operating expenses and debt
service. The profitability of a project can be affected by economic conditions,
government policies and other factors beyond the control of the borrower. Winton
attempts to reduce the risk associated with multifamily lending by evaluating
the credit-worthiness of the borrower and the projected income from the project
and by obtaining personal guarantees on loans made to corporations and
partnerships. Winton requires that the borrower agrees to submit rent rolls and
financial statements annually to enable Winton to monitor the loan.

        At September 30, 1996, loans secured by multifamily properties
(excluding construction loans) totaled approximately $55.5 million, or 20.6% of
total loans and mortgage-backed securities. None of Winton's multifamily
residential real estate loans was delinquent at September 30, 1996. Multifamily
loans constituted $16.8 million, or 13.9%, of the $121.4 million in loans
originated in fiscal 1996.

                                      -5-
<PAGE>   6

        DEVELOPED BUILDING LOTS. Winton originates loans to individuals and to
builders secured by mortgages on unimproved developed real estate upon which
residential properties will be constructed. The $2.3 million in land loans
outstanding at September 30, 1996, consisted of loans to a large residential
subdivision developer, and loans to individuals and builders used for the
acquisition of residential building lots. Developed building lot loans are
generally made for a five-year term with a balloon payment of principal due upon
expiration of the loan term. Such loans comprised approximately .9% of the total
loans and mortgage-backed securities portfolio at September 30, 1996. Winton had
no non-performing loans secured by unimproved developed real estate at September
30, 1996.

        Loans on unimproved developed real estate are generally considered to be
subject to a higher degree of risk because the borrower typically depends on a
sale of the property or the later improvement of the property to cover debt
service. The ability to sell or develop unimproved real estate is affected by
economic conditions, government policies and other factors beyond the control of
the borrower. These risks are increased if the unimproved real estate is for an
entire subdivision rather than a single residential lot. Winton reviews the
viability of the unimproved real estate for improvement and sale and evaluates
the credit-worthiness of the borrowers for these loans.

        NONRESIDENTIAL REAL ESTATE LOANS. In recent years, nonresidential real
estate loans have been made primarily on an adjustable-rate basis, with loan
terms generally up to a maximum of 25 years, although Winton has made a limited
number of fixed-rate nonresidential real estate loans during that period. These
loans are typically made at a maximum 75% LTV, although a higher Loan-to-Value
Ratio is occasionally approved for established borrowers. Adjustable-rate
nonresidential real estate loans have the same adjustment schedules, index and
caps as the residential ARMs described above.

        Winton has several nonresidential real estate loans in its portfolio,
all in its primary market area, including loans secured by retail, office and
other types of business facilities. The largest nonresidential real estate loan
outstanding at September 30, 1996, was a $1.2 million loan. Nonresidential
permanent loans comprised 13.8% of total loans and mortgage-backed securities
and 12.8% of total assets at September 30, 1996.

        Nonresidential real estate lending is generally considered to involve a
higher degree of risk than residential lending due to the relatively larger loan
amounts and the effects of general economic conditions on the successful
operation of income-producing properties. If the cash flow on the property is
reduced, for example, as leases are not obtained or renewed, the borrower's
ability to repay may be impaired. Winton has endeavored to reduce such risk by
evaluating the credit history and past performance of the borrower, the location
of the real estate, the quality of the management constructing and operating the
property, the debt service ratio, the quality and characteristics of the income
stream generated by the property and appraisals supporting the property's
valuation. At September 30, 1996, Winton had nonperforming loans totaling
$239,000 in its nonresidential loan portfolio.

        Federal regulations limit the amount of nonresidential mortgage loans
which an association may make to 400% of its capital. At September 30, 1996,
Winton's nonresidential permanent mortgage loans totaled 184% of Winton's
capital.

        CONSTRUCTION LOANS. Winton offers residential construction loans both to
owner-occupants and to builders for loans being built under contract with
owner-occupants. To a very limited extent, Winton also makes construction loans
to persons constructing projects for investment purposes. At September 30, 1996,
a total of $18.0 million, or approximately 6.6%, of Winton's total loans and
mortgage-backed securities, and 6.2% of total assets consisted of construction
loans.

        Generally, construction loans have terms ranging from 6 to 12 months at
fixed rates of interest over the construction period. Residential construction
loans and nonresidential construction loans are interim loans which are replaced
by permanent loans at the end of the construction period. Such permanent loans
may or may not be obtained from Winton.

        Construction loans generally involve greater underwriting and default
risks than do loans secured by mortgages on existing properties due to the
concentration of principal in a limited number of loans and borrowers and the
effects of general economic conditions on real estate developments, developers,
managers and builders. In addition, such loans are more difficult to evaluate
and monitor. Loan funds are advanced upon the security of the project under
construction, which is more difficult to value before the completion of
construction. Moreover, because of the uncertainties inherent in estimating
construction costs, it is relatively difficult to evaluate accurately the LTVs
and the total loan funds required to complete a project. In the event a default
on a construction loan occurs and foreclosure follows, Winton would have to take



                                      -6-
<PAGE>   7

control of the project and attempt either to arrange for completion of
construction or dispose of the unfinished project. Almost all of Winton's
construction loans are secured by property in Hamilton County; the other Ohio
counties of Clinton, Clermont, Warren, Butler, Montgomery, Brown, Adams and
Franklin; the Indiana counties of Ripley, Franklin, Union and Dearborn; and the
Kentucky counties of Boone, Campbell, Galatin and Kenton. The economy of such
lending area has been relatively stable over the three years ended September 30,
1996.

        MOBILE HOME LOANS. To a very limited extent, Winton originates loans on
both new and used mobile homes. Such loans are generally made at fixed rates of
interest, with the rate charged on loans for used mobile homes generally set
higher than for new mobile homes. The maximum term of mobile home loans is 10
years for new homes and seven years for used homes. Winton usually obtains a
security interest in the mobile home to which the loan pertains.

        Federal regulations permit an association to invest without limitation
in mobile home loans. At September 30, 1996, the aggregate outstanding principal
balance of mobile home loans in Winton's portfolio was approximately $3,000, or
less than one-tenth of 1.0% of total loans and mortgage-backed securities.

        CONSUMER AND OTHER LOANS. Winton makes various types of consumer loans,
including loans made to depositors on the security of their savings deposits,
automobile loans, commercial loans, loans secured by stock of entities other
than WFC and unsecured personal loans. Consumer loans are generally made at
fixed rates of interest tied to the prime rate, generally for terms of from 90
days to five years. The risk of default on consumer loans is greater than for
residential mortgage loans, especially during periods of economic recession. At
September 30, 1996, consumer and other loans constituted .9% of Winton's total
loans and mortgage-backed securities and .8% of total assets. Although Winton
has not had significant delinquencies on consumer loans, no assurance can be
provided that delinquencies will not increase.

        MORTGAGE-BACKED SECURITIES. In recent years, Winton has purchased
mortgage-backed securities insured or guaranteed by government agencies in order
to improve Winton's asset portfolio yield by profitably investing excess funds.
Winton intends to continue to purchase such mortgage-backed securities when
conditions favor such a portfolio investment. At September 30, 1996,
mortgage-backed securities totaled approximately $19.4 million, or 7.2% of total
loans and mortgage-backed securities. All but $2.9 million of Winton's
mortgage-backed securities at September 30, 1996, were designated as being held
to maturity. In accordance with Statement of Financial Accounting Standards
("SFAS") No. 115, those mortgage-backed securities designated as being held to
maturity are carried on Winton's balance sheet at cost. The market value of the
$16.4 million in mortgage-backed securities held to maturity at September 30,
1996 was $16.0 million. The remaining $2.9 million in mortgage-backed securities
at September 30, 1996, was designated as available for sale. In accordance with
SFAS No. 115, the mortgage-backed securities available for sale are carried on
Winton's balance sheet at market value, with unrealized gains or losses carried
as an adjustment to shareholders' equity, net of applicable taxes.

        Winton maintains a significant portfolio of mortgage-backed pass-through
securities in the form of Federal Home Loan Mortgage Corporation ("FHLMC"),
Federal National Mortgage Association ("FNMA") and Government National Mortgage
Association ("GNMA") participation certificates. Mortgage-backed pass-through
securities generally entitle Winton to receive a portion of the cash flows from
an identified pool of mortgages and gives Winton an interest in that pool of
mortgages. FHLMC, FNMA and GNMA securities are each guaranteed by their
respective agencies as to principal and interest. Winton has also invested in
collateralized mortgage obligations ("CMOs"), which are secured by
mortgage-backed securities. CMOs are mortgage derivative products, secured by an
underlying pool of mortgages. Winton has no ownership interest in those
mortgages, except to the extent they serve as collateral. In CMOs, payment
streams from the mortgages are reconfigured with varying terms and timing of
payment to the CMO investor. Though they can be used for hedging and investment,
CMOs can expose investors to higher risk of loss than direct investments in
mortgage-backed pass-through securities, particularly with respect to price
volatility and the lack of a broad secondary market in such securities. The OTS
has deemed certain CMOs and other mortgage derivative products to be
"high-risk." None of Winton's CMOs are in such "high-risk" category.

        Although mortgage-backed securities and CMOs generally yield less than
individual loans originated by Winton, they present less credit risk, because
mortgage-backed securities are guaranteed as to principal repayment by the
issuing agency and CMOs are guaranteed by the underlying collateral, which is
government-backed securities. Because CMOs and other mortgage-backed securities
have a lower yield relative to current market rates, retention of such
investments could adversely affect Winton's earnings, particularly in a rising
interest rate environment. Although CMOs and other mortgage-backed securities
designated as available for sale are a potential source of liquid funds for loan
originations and deposit



                                      -7-
<PAGE>   8

withdrawals, the prospect of a loss on the sale of such investments limits the
usefulness of these investments for liquidity purposes.

        In addition, Winton has purchased adjustable-rate mortgage-backed
securities and CMOs as part of its effort to reduce its interest rate risk. In a
period of declining interest rates, Winton is subject to prepayment risk on such
adjustable-rate mortgage-backed securities and CMOs. Winton attempts to mitigate
this prepayment risk by purchasing mortgage-backed securities at or near par. If
interest rates rise in general, the interest rates on the loans backing the
mortgage-backed securities and CMOs will also adjust upward, subject to the
interest rate caps in the underlying adjustable-rate mortgage loans. However,
Winton is still subject to interest rate risk on such securities if interest
rates rise faster than the 1% to 2% maximum annual interest rate adjustments on
the underlying loans.

         At September 30, 1996, $19.3 million, or 99.7%, of Winton's
mortgage-backed securities and CMOs had adjustable rates. Although
adjustable-rate securities generally have a lower yield at the time of
origination than fixed-rate securities, the interest rate risk associated with
adjustable-rate securities is lower. See "MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Asset/Liability Management."
The following table sets forth certain information regarding Winton's investment
in mortgage-backed securities at the dates indicated:

<TABLE>
<CAPTION>

                                                   At September 30, 1996                        At September 30, 1995
                                  -----------------------------------------------   ----------------------------------------------  
                                                                          (In thousands)
                                                 Gross        Gross                              Gross       Gross
                                   Amortized   unrealized  unrealized   Estimated   Amortized  unrealized  unrealized   Estimated
                                      cost        gains       losses   fair value     cost       gains       losses     fair value
                                      ----        -----       ------   ----------     ----       -----       ------     ----------
<S>                                <C>           <C>          <C>        <C>         <C>         <C>       <C>       <C>   
Mortgaged-backed securities held 
   to maturity:
   FHLMC participation             $ 6,213        $31         $(149)      $6,095      $7,296        $1       $(146)       $ 7,151
     certificates                                                                      
   FNMA participation                3,912          4           (90)       3,826       4,273         1         (87)         4,187
     certificates
   GNMA participation                  948         --           --           948       1,050        --         (14)         1,036
     certificates
   CMOs                              5,341         --          (227)       5,114       5,341        --        (198)         5,143
                                   -------        ---          -----     -------     -------        --        -----       -------
                                    16,414         35          (466)      15,983      17,960         2        (445)        17,517
Mortgage-backed securities 
   available for sale:
   FNMA participation                   --         --            --           --          98         1          --             99
     certificates                                                                                                            
   GNMA participation                  894         --            (6)         888          --        --          --             --
     certificates
   CMOs                              2,058         --            (4)       2,054       1,397        --         (14)         1,383
                                   -------     ------        ------      -------     -------      ----      -------       -------
                                     2,952         --           (10)       2,942       1,495         1         (14)         1,482
                                   -------     ------       -------      -------     -------      ----       ------       -------
                                   $19,366        $35         $(476)     $18,925     $19,455        $3       $(459)       $18,999
                                   =======        ===        ======      =======     =======       ===       ======       =======
</TABLE>


         The combined amortized cost of mortgage-backed and related securities
designated as held to maturity or available for sale at September 30, 1996 and
1995, by contractual terms to maturity are shown below. Actual maturities will
differ from contractual maturities because borrowers generally may prepay
obligations without prepayment penalties. Also, the timing of cash flows will be
affected by management's intent to sell securities designated as available for
sale under certain economic conditions.
<TABLE>
<CAPTION>

                                                            Amortized cost at            Amortized cost at
                                                           September 30, 1996           September 30, 1995
                                                           -------------------          ------------------
                                                                            (In thousands)

<S>                                                             <C>                          <C>   
             Due within one year                                  $ 2,417                      $   302
             Due after one through three years                    -------                          359
             Due after three years through five years                   3                      -------
             Due after five years through ten years                    44                           21
             Due after ten years through twenty years                   7                           51
             Due after twenty years                                16,895                       18,722
                                                                  -------                      -------
                                                                  $19,366                      $19,455
                                                                  =======                      =======
</TABLE>


                                      -8-
<PAGE>   9

         LOAN SOLICITATION AND PROCESSING. Loan originations are developed from
a number of sources, including continuing business with depositors, other
borrowers and real estate developers, solicitations by Winton's directors,
officers and lending staff and walk-in customers. Winton uses loan brokers and
has hired commissioned loan originators.

        Loan applications for permanent mortgage loans are taken by loan
personnel. Winton obtains a credit report, verification of employment and other
documentation concerning the credit-worthiness of the borrower. An appraisal of
the fair market value of the real estate which will be given as security for the
loan is generally prepared by an independent fee appraiser approved by the Board
of Directors. An environmental study is conducted only if the appraiser or
management has reason to believe that an environmental problem may exist. For
multifamily and nonresidential mortgage loans, a personal guarantee is required.
Winton also obtains information with respect to prior projects completed by the
borrower. Upon the completion of the appraisal and the receipt of information on
the borrower, the application for a loan is submitted to the Executive Committee
and/or the Board of Directors for approval or rejection. Any loan applications
which do not conform in all respects with Winton's underwriting guidelines are
reviewed and accepted or rejected by the full Board of Directors.

        If a mortgage loan application is approved, an attorney's opinion of
title or a title insurance policy is obtained on the real estate which will
secure the mortgage loan. Borrowers are required to carry fire and casualty
insurance and flood insurance, if applicable, and to name Winton as an insured
mortgagee.

        The procedure for approval of construction loans is the same as for
permanent mortgage loans, except that an appraiser evaluates the building plans,
construction specifications and estimates of construction costs. Winton also
evaluates the feasibility of the proposed construction project and the
experience and record of the builder.

        Consumer loans are underwritten on the basis of the borrower's credit
history and an analysis of the borrower's income and expenses, ability to repay
the loan and the value of the collateral, if any.

        Winton's loans carry provisions that the entire balance of the loan is
due upon sale of the property securing the loan.

        LOAN ORIGINATIONS, PURCHASES AND SALES. Winton has been actively
originating new 30-year and 15-year fixed-rate and adjustable-rate loans.
Virtually all residential fixed-rate loans made by Winton are originated on
documentation which will permit a possible sale of such loans to FHLMC, FNMA or
other secondary mortgage market participants. When mortgage loans are sold to
FHLMC or FNMA, Winton usually retains the servicing on such loans by collecting
monthly payments of principal and interest and forwarding such payments to the
FHLMC or FNMA, net of a servicing fee; though certain loans originated with the
assistance of a loan broker are sold with the servicing rights. Fixed-rate loans
not sold in the secondary market and generally all of the ARMs originated by
Winton are held in Winton's loan portfolio.

        Management sold $34.6 million of fixed- and adjustable-rate loans during
fiscal 1996, as compared to sales of $16.6 million of fixed-rate loans in fiscal
1995. Management believes secondary market activities will continue to increase
if interest rates decline.

        From time to time, Winton sells participation interests in mortgage
loans originated by Winton or purchases participation interests in loans
originated by other lenders. Winton held participations in loans originated by
other lenders of approximately $2.0 million at September 30, 1996. Loans in
which Winton purchases participation interests must meet or exceed the
underwriting standards for the loans which Winton originates.

                                      -9-
<PAGE>   10

        The following table presents Winton's mortgage loan origination,
purchase, sale and principal repayment activity for the periods indicated:
<TABLE>
<CAPTION>

                                                                  Year ended September  30,
                                              --------------------------------------------------------------------------
                                                     1996                        1995                       1994
                                              ------------------          ------------------          ------------------
                                              Amount          %           Amount          %           Amount          %
                                              ------         ---          ------         ---          ------         --- 
                                                                         (Dollars in thousands)
<S>             <C>                         <C>              <C>         <C>             <C>       <C>                <C>  
Loans originated(1):
  Conventional real estate loans:
  One- to four-family
    Construction(2)                           $ 21,013      17.3%       $19,199         30.5%        $19,995          16.4%
    Fixed-rate loans on existing property       50,975      42.0         19,969         31.8          63,059          51.8
    Adjustable-rate loans on existing
      property                                  15,127      12.5          5,262          8.4          11,022           9.0
  Multifamily
    Construction                                 1,075       0.9          1,400          2.2              --            --
    Fixed-rate loans on existing property        1,252       1.0          1,675          2.7           3,484           2.9
    Adjustable-rate loans on existing 
      property                                  14,509      11.9          6,456         10.3          10,577           8.7
  Nonresidential real estate loans
    Construction                                   330       0.3            676          1.1             555           0.4
    Fixed-rate loans on existing property        5,021       4.1          3,666          5.8           3,845           3.2
    Adjustable-rate loans on existing
      property                                   8,524       7.0          3,235          5.1           7,239           5.9
  Consumer and other loans(3)                    3,589       3.0          1,332          2.1           2,139           1.7
                                              --------     -----        -------        -----        --------         -----
      Total loans originated                  $121,415     100.0%       $62,870        100.0%       $121,915         100.0%
                                              ========     =====        =======        =====        ========         =====

Loans and mortgage-backed securities
  purchased
  Mortgage-backed securities                  $  3,380     100.0%       $ 1,400        100.0%       $  3,166         100.0%
                                              ========     =====        =======        =====        ========         =====

Loans and mortgage-backed securities sold:
  Loans                                       $ 34,645      96.1%       $16,566        100.0%       $ 39,080         100.0%
  Mortgage-backed securities                     1,406       3.9%                          -                            -
                                              --------     -----        -------        -----        --------         -----
      Total                                   $ 36,051     100.0%       $16,566        100.0%       $ 39,080         100.0%
                                              ========     =====        =======        =====        ========         =====
Principal Repayments:
  Loans                                       $ 42,079      95.4%       $39,201         94.0%       $ 55,825          85.8%
  Mortgage-backed securities                     2,040       4.6%         2,515          6.0           9,207          14.2
                                              --------     -----        -------        -----        --------         -----
      Total                                   $ 44,119     100.0%       $41,716        100.0%       $ 65,032         100.0%
                                              ========     =====        =======        =====        ========         =====
<FN>
----------------------------

(1)  Excludes home equity lines of credit.

(2)  Includes construction loans for which Winton has committed to a permanent
     end-loan.

(3)  Consists primarily of deposit account, auto and education loans.

</TABLE>

        FEDERAL LENDING LIMIT. OTS regulations impose a lending limit on the
aggregate amount that a savings association can lend to one borrower to an
amount equal to 15% of the association's total capital for risk-based capital
purposes plus any loan reserves not already included in total capital (the
"Lending Limit Capital"). A savings association may loan to one borrower an
additional amount not to exceed 10% of the association's Lending Limit Capital,
if the additional amount is fully secured by certain forms of "readily
marketable collateral." Real estate is not considered "readily marketable
collateral." In applying this limit, the regulations require that loans to
certain related or affiliated borrowers be


                                      -10-
<PAGE>   11

aggregated. An exception to this limit permits loans of any type to one borrower
of up to $500,000. In addition, the OTS, under certain circumstances, may permit
exceptions to the lending limit on a case-by-case basis.

        Based on the 15% limit, Winton was able to lend approximately $3.1
million to one borrower at September 30, 1996. Winton had no outstanding loans
in excess of such limit at September 30, 1996.

         LOAN ORIGINATION AND OTHER FEES. Winton realizes loan origination fee
and other fee income from its lending activities and also realizes income from
late payment charges, application fees, and fees for other miscellaneous
services.

        Loan origination fees and other fees are a volatile source of income,
varying with the volume of lending, loan repayments and general economic
conditions. All nonrefundable loan origination fees and certain direct loan
origination costs are deferred and recognized in accordance with SFAS No. 91 as
an adjustment to yield over the life of the related loan.

         DELINQUENT LOANS, NONPERFORMING ASSETS AND CLASSIFIED ASSETS. When a
borrower fails to make a required payment on a loan, Winton attempts to cause
the deficiency to be cured by contacting the borrower. In most cases,
deficiencies are cured promptly.

        Winton attempts to minimize loan delinquencies through the assessment of
late charges and adherence to its established collection procedures. After a
mortgage loan payment is 15 days delinquent, a late charge of 5% of the amount
of the payment is assessed and Winton will contact the borrower by mail or phone
to request payment. In certain limited instances, Winton may modify the loan or
grant a limited moratorium on loan payments to enable the borrower to reorganize
his financial affairs. If the loan continues in a delinquent status for 90 days
or more, Winton generally will initiate foreclosure proceedings.

        Real estate acquired by Winton as a result of foreclosure or by deed in
lieu of foreclosure is classified as "real estate owned" until it is sold. When
property is so acquired, it is recorded at the lower of the loan's unpaid
principal balance or fair value at the date of foreclosure less estimated
selling expenses. Periodically, real estate owned is reviewed to ensure that
fair value is not less than carrying value, and any allowance resulting
therefrom is charged to earnings as a provision for losses on real estate
acquired through foreclosure. All costs incurred from the date of acquisition
are expensed in the period paid.

        The following table reflects the amount of loans in delinquent status as
of the dates indicated:
<TABLE>
<CAPTION>

                                                                          At September 30,
                                                                          ----------------
                                                1996             1995             1994            1993            1992
                                                ----             ----             ----            ----            ----
                                                                        (Dollars in thousands)
<S>                                          <C>             <C>              <C>               <C>            <C>   
Loans delinquent
  30 to 59 days                                 $3,186          $2,350           $1,905            $2,983         $3,164
  60 to 89 days                                    692             337              348               679            432
  90 or more days                                  923             602              432             1,401            338
                                              --------        --------         --------          --------       --------

    Total delinquent loans                      $4,801          $3,289           $2,685            $5,063         $3,934
                                                ======          ======           ======            ======         ======

Ratio of total delinquent loans to total
  loans (1)                                       1.83%           1.52%            1.29%             2.82%          2.17%
                                                  =====           =====            =====             =====          =====
-----------------------------
<FN>

(1)     Includes loans held for sale.

</TABLE>

        All delinquent loans are reviewed on a regular basis and are placed on
non-accrual status when, in the opinion of management, the collection of
additional interest is doubtful or the loans meet the non-accrual criteria
previously established by regulatory authorities. Residential mortgage loans are
placed on non-accrual status when either principal or interest is considered
uncollectible or when the principal balance and accrued interest exceed 90% of
the appraised value of the property at the time of loan origination. Consumer
loans generally are charged off when the loan becomes over 120 days delinquent.
Nonresidential real estate loans are evaluated for non-accrual status when the
loan is 90 days or more past


                                      -11-
<PAGE>   12

due. Interest accrued and unpaid at the time a loan is placed on non-accrual
status is charged against interest income. Subsequent payments are either
applied to the outstanding principal balance or recorded as interest income,
depending on the assessment of the ultimate collectibility of the loan. The
amount of interest which would have been earned on nonaccruing loans, had such
loans been current, for the year ended September 30, 1996, is approximately
$53,000.

        The following table sets forth information with respect to Winton's
nonperforming assets for the periods indicated. During the periods shown, Winton
had no restructured loans within the meaning of SFAS No. 15. In addition, as of
September 30, 1996, Winton had no loans which were not reflected in the table as
non-accrual, 90 days past due or restructured, which may become so in the near
future because management has concerns as to the ability of the borrowers to
comply with repayment terms.
<TABLE>
<CAPTION>

                                                                   At September 30,
                                         -------------------------------------------------------------------
                                         1996            1995            1994           1993            1992
                                         ----            ----            ----           ----            ----
                                                                (Dollars in thousands)
<S>                                     <C>             <C>             <C>             <C>           <C>  
 Loans accounted for on a
 non-accrual basis:(1)
   Real estate:
   Construction                          $  --           $  --           $  --           $262          $  --
   Residential                             548             130             311            472            192
   Nonresidential                           57             448              --            223             --
   Consumer and other                       --              --              --            185             53
                                          ----            ----            ----         ------           ----
     Total                                 605             578             311          1,142            245

Accruing loans which are
  contractually past due 90 days or
  more:
   Real estate:
   Residential                             132              --             114            199             75
   Nonresidential                          182              24              --             42             --
   Consumer and other                        4              --               7             18             18
                                          ----            ----            ----         ------           ----
     Total                                 318              24             121            259             93
                                          ----            ----            ----         ------           ----
Total of non-accrual and 90 days
past due loans                            $923            $602            $432         $1,401           $338
                                          ====            ====            ====         ======           ====
  

Percentage of total loans                 0.35%           0.28%           0.21%         0.78%          0.19%
                                          =====           =====           =====         =====          =====

Other nonperforming assets(2)             $561            $343            $206           $209           $468
                                          ====            ====            ====           ====           ====
----------------------------
<FN>

(1)  Non-accrual status denotes loans on which, in the opinion of management,
     the collection of additional interest is unlikely, or loans that meet
     non-accrual criteria as established by regulatory authorities. Payments
     received on a non-accrual loan are either applied to the outstanding
     principal balance or recorded as interest income, depending on management's
     assessment of the collectibility of the loan.

(2)  Consists of real estate acquired through foreclosure which is carried at
     the lower of cost or fair value less estimated selling expenses.

</TABLE>

During fiscal 1993, nonperforming assets were at a higher level than in fiscal
1992 and 1994, due to an overall increase in loan delinquencies. The 39%
increase in nonperforming assets to $602,000 at the end of fiscal 1995 was
primarily attributable to one delinquent commercial loan of approximately
$448,000 which was paid current in October 1995. The 53% increase in
nonperforming loans at the end of fiscal 1996 is the result of the increased
size of the loan portfolio and increased loan delinquencies.

        OTS regulations require that each thrift institution classify its own
assets on a regular basis. Problem assets are classified as "substandard,"
"doubtful" or "loss." "Substandard" assets have one or more defined weaknesses
and are 



                                      -12-
<PAGE>   13

characterized by the distinct possibility that the insured institution will
sustain some loss if the deficiencies are not corrected. "Doubtful" assets have
the same weaknesses as "substandard" assets, with the additional characteristics
that (i) the weaknesses make collection or liquidation in full on the basis of
currently existing facts, conditions and values questionable and (ii) there is a
high possibility of loss. An asset classified "loss" is considered uncollectible
and of such little value that its continuance as an asset of the institution is
not warranted. The regulations also contain a "special mention" category,
consisting of assets which do not currently expose an institution to a
sufficient degree of risk to warrant classification but which possess credit
deficiencies or potential weaknesses deserving management's close attention.

        Generally, Winton classifies as "substandard" all loans that are
delinquent more than 60 days, unless management believes the delinquency status
is short-term due to unusual circumstances. Loans delinquent fewer than 60 days
may also be classified if the loans have the characteristics described above
rendering classification appropriate.

        The aggregate amount of Winton's classified assets at September 30, 1996
was as follows:
<TABLE>
<CAPTION>

                                          At September 30, 1996
                                          ---------------------
                                              (In thousands)

<S>                                               <C>   
Substandard                                       $1,898
Doubtful                                            ----
Loss                                                ----
                                              ----------

Total classified assets                           $1,898
                                              ----------
</TABLE>


        Federal examiners are authorized to classify an association's assets. If
an association does not agree with an examiner's classification of an asset, it
may appeal this determination to the Central Regional Director of the OTS.
Winton had no disagreements with the examiners regarding the classification of
assets at the time of the last examination.

        OTS regulations require that Winton establish prudent general allowances
for loan losses for any loan classified as substandard or doubtful. If an asset,
or portion thereof, is classified as loss, the association must either establish
specific allowances for losses in the amount of 100% of the portion of the asset
classified loss, or charge off such amount.

         ALLOWANCE FOR LOAN LOSSES. The Board of Directors reviews on a
quarterly basis the allowance for loan losses as it relates to a number of
relevant factors, including, but not limited to, trends in the level of
nonperforming assets and classified loans, current and anticipated economic
conditions in the primary lending area, past loss experience and possible losses
arising from specific problem assets. To a lesser extent, management also
considers loan concentrations to single borrowers and changes in the composition
of the loan portfolio. While the Board of Directors believes that it uses the
best information available to determine the allowance for loan losses,
unforeseen market conditions could result in adjustments, and net earnings could
be significantly affected if circumstances differ substantially from the
assumptions used in making the final determination. At September 30, 1996,
Winton's allowance for loan losses totaled $857,000.

                                      -13-
<PAGE>   14
        The following table sets forth an analysis of Winton's allowance for
losses on loans for the periods indicated.
<TABLE>
<CAPTION>

                                                                           Year ended September 30,
                                                  ------------------------------------------------------------------------
                                                  1996              1995             1994            1993             1992
                                                  ----              ----             ----            ----             ----
                                                                          (Dollars in thousands)

<S>                                               <C>                <C>              <C>             <C>              <C> 
          Balance at beginning of period          $654               $582             $742            $502             $193

          Charge-offs:
             One- to four-family                   (28)               (18)             (84)            (13)             (94)
             Multifamily and
               nonresidential real estate          (12)              (104)             (36)             --               --
             Construction                           --                 --               --              --               --
             Consumer                              (10)                --             (143)            (16)             (45)
                                                  ----               ----             ----            ----             ----
               Total                               (50)              (122)            (263)            (29)            (139)

          Total recoveries                          --                106               58              21                6
                                                  ----               ----             ----            ----             ----

          Net charge-offs                          (50)               (16)            (205)             (8)            (133)

          Provision for loan losses                253                 88               45             248              442
                                                  ----               ----             ----            ----             ----

          Balance at end of period                $857               $654             $582            $742             $502
                                                  ====               ====             ====            ====             ====

          Ratio of net charge-offs during
             the period to average loans
             outstanding during the period(1)      .02%                --              .11%             --              .08%
                                                  ====               ====             ====            ====             ====
             
 -------------------------------
<FN>

(1)  During the respective periods there were $225.2 million, $202.8 million,
     $184.8 million, $173.8 million and $184.9 million in average loans
     outstanding.
</TABLE>

                                      -14-
<PAGE>   15
        The following table provides an allocation of Winton's allowance for
possible loan losses as of each of the following dates:
<TABLE>
<CAPTION>

                                                                          At September 30,
                                         ------------------------------------------------------------------------------
                                         1996               1995             1994               1993               1992
                                         ----               ----             ----               ----               ----
                                                                        (In thousands)
<S>                                      <C>                 <C>           <C>                 <C>                <C> 

Specific allowances
  One- to four-family                    $ 80                $   --        $   --              $   --             $  9
  Multi-family and
    nonresidential real estate             --                    --            --                  36               --
  Construction and development             --                    --            --                  --               --
  Consumer                                 --                    --            --                  --               --
  Commercial business                      25                    --            --                  --               --
                                         ----                  ----          ----                ----             ----
    Total specific allowances             105                    --            --                  36                9

General allowances
 One- to four-family                      308                   268           204                 266              251
 Multi-family and
    nonresidential real estate            339                   308           276                 280              100
 Construction and development              --                    --            --                  --               --
 Consumer                                 100                    75           100                 157              139
 Commercial business                        5                     3             2                   3                3
                                         ----                  ----          ----                ----             ----
    Total general allowances              752                   654           582                 706              493
                                         ----                  ----          ----                ----             ----
      Total allowance for
        possible loan losses             $857                  $654          $582                $742             $502
                                         ====                  ====          ====                ====             ====
</TABLE>


Winton increased its allowance for loan losses from $654,000 at September 30,
1995, to $857,000 at September 30, 1996, due primarily to growth in the loan
portfolio and to current and anticipated economic conditions. Because the loan
loss allowance is based on estimates, it is monitored regularly on an ongoing
basis and adjusted as necessary to provide an adequate allowance.

INVESTMENT ACTIVITIES

        OTS regulations require that Winton maintain a minimum amount of liquid
assets, which may be invested in U. S. Treasury obligations, securities of
various federal agencies, certificates of deposit at insured banks, bankers'
acceptances and federal funds. Winton is also permitted to make investments in
certain commercial paper, corporate debt securities rated in one of the four
highest rating categories by one or more nationally recognized statistical
rating organizations, and mutual funds, as well as other investments permitted
by federal regulations. In recent periods, Winton has maintained liquid assets
on a monthly average basis in an amount between 5.24% and 7.25% of total assets.
See "Regulation - Office of Thrift Supervision -- Liquidity" and Item 6,
Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources."

                                      -15-
<PAGE>   16

        The following table presents the amortized cost and market values of
Winton's investment securities, including those designated as available for
sale, at the dates indicated:

<TABLE>
<CAPTION>
                                                                         September 30,
                                     ------------------------------------------------------------------------------------
                                            1996                           1995                            1994
                                     ---------------------         -----------------------       ------------------------
                                     Amortized      Market         Amortized        Market       Amortized         Market
                                       Cost         Value            Cost           Value           Cost           Value
                                       ----         -----            ----           -----           ----           -----

                                                                        (In thousands)
<S>                                   <C>            <C>            <C>            <C>               <C>           <C>   
Held to maturity:
U.S. government and agency
   obligations                       $ 9,593        $ 9,623         $10,007        $10,101           $9,125        $8,958
Corporate equity securities               --             --              --             --              191           438
                                     -------        -------         -------        -------           ------        ------
                                       9,593          9,623          10,007         10,101            9,316         9,396
Available for sale:
U.S. government and agency
   obligations                         2,098          2,120           2,604          2,655               --            --
Corporate equity securities              189            461             189            418               --            --
                                     -------        -------         -------        -------           ------        ------
                                       2,287          2,581           2,793          3,073               --            --
                                     -------        -------         -------        -------           ------        ------
Total                                $11,880        $12,204         $12,800        $13,174           $9,316        $9,396
                                     =======        =======         =======        =======           ======        ======
</TABLE>



        The following table presents the contractual maturities or terms to
repricing of investment securities at carrying value and the weighted-average
yields at September 30, 1996:
<TABLE>
<CAPTION>

                                       Maturing within                 Maturing within
                                        one year after                one to five years
                                      September 30, 1996          after September 30, 1996                Total          
                                    ----------------------        ------------------------        -----------------------
                                    Amortized      Average         Amortized       Average        Amortized       Average
                                      Cost          Yield            Cost           Yield           Cost           Yield
                                      ----          -----            ----           -----           ----           -----
                                                                   (Dollars in thousands)

<S>                                 <C>                <C>           <C>             <C>             <C>            <C>  
Held to maturity                    $1,488             5.10%         $8,105          6.55%          $ 9,593         6.33%
Available for sale                   1,502             7.33%            596          7.10%            2,098         7.27%
                                    ------             -----         ------          -----          -------         -----
    Total                           $2,990             6.22%         $8,701          6.59%          $11,691         6.50%
                                    ======             =====         ======          =====          =======         =====
</TABLE>


DEPOSITS AND BORROWINGS

         GENERAL. Deposits have traditionally been the primary source of
Winton's funds for use in lending and other investment activities. In addition
to deposits, Winton derives funds from interest payments and principal
repayments on loans and mortgage-backed securities, advances from the FHLB,
income on earning assets, service charges and gains on the sale of assets. Loan
payments are a relatively stable source of funds, while deposit inflows and
outflows fluctuate more in response to general interest rates and money market
conditions. FHLB advances are used on a short-term basis to compensate for
reductions in the availability of funds from other sources or on a longer term
basis for general business purposes.

         DEPOSITS. Deposits are attracted principally from within Winton's
primary market area through the offering of a broad selection of deposit
instruments, including negotiable order of withdrawal ("NOW") accounts, regular
passbook savings accounts, Christmas Club accounts, term certificate accounts
and individual retirement accounts. Interest rates paid, maturity terms, service
fees and withdrawal penalties for the various types of accounts are established
periodically by management of Winton based on Winton's liquidity requirements,
growth goals and interest rates paid by competitors. Winton does not use brokers
to attract deposits. In a rising interest rate environment, Winton attempts to
manage its interest rate risk by lengthening the term to maturity or repricing
of more of its deposit liabilities.

                                      -16-
<PAGE>   17

        At September 30, 1996, Winton's certificates of deposit totaled $159.7
million, or 72.1% of total deposits. Of such amount, approximately $92.4 million
in certificates of deposit mature within one year. Based on past experience and
Winton's prevailing pricing strategies, management believes that a substantial
percentage of such certificates will renew with Winton at maturity. If there is
a significant deviation from historical experience, Winton can utilize
borrowings from the FHLB as an alternative to this source of funds.

        During fiscal 1995 and 1996, Winton offered certificates of deposits
with terms from 18 months to five years at rates which adjust monthly with
designated market indices, which were the prime rate or the three-year Treasury
rate. Approximately $10 million of these certificates of deposit were
outstanding at September 30, 1996. Because these certificates of deposit are
market rate sensitive, they increase Winton's interest rate risk. See
"Asset/Liability Management."

        The following table sets forth the dollar amount of deposits in the
various types of savings programs offered by Winton at September 30, 1996:
<TABLE>
<CAPTION>

                                                                  Percent
                                                                 of total
                                               Amount            deposits
                                               ------            --------
<S>                                        <C>                  <C>  
Transaction accounts:
    Passbook accounts(1)                      $ 49,446             22.3%
    Club accounts(2)                               205              0.1
    NOW accounts(3)                             12,187              5.5
                                              --------            -----
     Total transaction accounts                 61,838             27.9

Certificates of deposit(4):
   2.00 -  3.99%                                 1,004              0.4
   4.00 -  5.99%                                86,346             39.0
   6.00 -  7.99%                                71,791             32.4
   8.00 -  9.99%                                   554              0.3
                                              --------            -----
     Total certificates of deposit             159,695             72.1
                                              --------            -----

Total deposits                                $221,533            100.0%
                                              ========            =====
<FN>
-----------------------------

(1)  Winton's weighted average rate on passbook accounts fluctuates with the
     general movement of interest rates. The weighted average interest rate on
     passbook accounts was 3.55% at September 30, 1996.

(2)  Winton's weighted average interest rate paid on Christmas Club accounts
     fluctuates with the general movement of interest rates. At September 30,
     1996, the weighted average rate on club accounts was 3.00%.

(3)  Winton's weighted average interest rate paid on NOW accounts fluctuates
     with the general movement of interest rates. At September 30, 1996, the
     weighted average rate on NOW accounts was 1.70%.

(4)  Includes Individual Retirement Accounts and jumbo certificates of deposits
     (those with balances in excess of $100,000). Terms of certificates of
     deposit range from 30 days to 15 years, with the average accounts ranging
     from 90 days to 5 years.

</TABLE>

                                      -17-
<PAGE>   18

        The following table shows rate and maturity information for Winton's
certificates of deposit as of September 30, 1996:
<TABLE>
<CAPTION>

                                                                       Amount Due
                                             --------------------------------------------------------------
                                                            Over          Over
                                              Up to       1 year to    2 years to       Over
                   Rate                      one year      2 years      3 years       3 years         Total
                   ----                      --------      -------      -------       -------         -----
                                                                     (In thousands)

            <S>                             <C>           <C>          <C>           <C>             <C>      
              2.00 - 3.99%                    $ 1,004       $    --      $    --       $   --        $  1,004
              4.00 - 5.99                      60,285        16,113        9,275          673          86,346
              6.00 - 7.99                      31,034        24,172        7,619        8,966          71,791
              8.00 - 9.99                         100           100          144          210             554
                                              -------       -------      -------       ------        --------
                 Total certificates of
                   deposit                    $92,423       $40,385      $17,038       $9,849        $159,695
                                              =======       =======      =======       ======        ========
</TABLE>


        The following  table presents the amount of Winton's  certificates of 
deposit of $100,000 or more each, by the time remaining until maturity at 
September 30, 1996:
<TABLE>
<CAPTION>

                      Maturity                                        At September 30, 1996
                      --------                                        ---------------------
                                                                          (In thousands)

                <S>                                                      <C>    
                      Three months or less                                  $ 4,312
                      Over 3 months to 6 months                               5,358
                      Over 6 months to 12 months                             11,112
                      Over twelve months                                     18,580
                                                                            -------
                          Total                                             $39,362
                                                                            =======
</TABLE>


         BORROWINGS. The Federal Home Loan Bank System functions as a central
reserve bank providing credit for its member institutions and certain other
financial institutions. See "Regulation - Federal Home Loan Bank." As a member
in good standing of the FHLB, Winton is authorized to apply for advances from
the FHLB, provided certain standards of creditworthiness have been met. Under
current regulations, an association must meet certain qualifications to be
eligible for FHLB advances. The extent to which an association is eligible for
such advances will depend upon whether it meets the Qualified Thrift Lender Test
(the "QTL test"). See "Regulation -- Office of Thrift Supervision -- Qualified
Thrift Lender Test." If an association meets the QTL test, it will be eligible
for 100% of the advances it would otherwise be eligible to receive. If an
association does not meet the QTL test, it will be eligible for such advances
only to the extent it holds specified QTL test assets. At September 30, 1996,
Winton was in compliance with the QTL test.

        During the year ended September 30, 1996, Winton's only borrowings were
FHLB advances. The following table sets forth the maximum amount of Winton's
FHLB advances outstanding at any month-end, during the periods shown, and the
average aggregate balances of FHLB advances for such periods:
<TABLE>
<CAPTION>

                                                                                    At September 30,
                                                                     ------------------------------------------------
                                                                     1996                  1995                  1994
                                                                     ----                  ----                  ----
                                                                                     (In thousands)

<S>                                                                 <C>                  <C>                   <C>    
Maximum amount of FHLB advances                                     $46,376              $37,253               $33,671
                                                                    =======              =======               =======

Average amount of FHLB advances outstanding during
    period                                                          $35,292              $31,312               $25,039
                                                                    =======              =======               =======

------------------------------
</TABLE>

                                      -18-
<PAGE>   19


        The following table sets forth certain information as to Winton's FHLB
advances at the dates indicated:
<TABLE>
<CAPTION>

                                                                                      At September 30,
                                                                      ------------------------------------------------
                                                                      1996                  1995                  1994
                                                                      ----                  ----                  ----
                                                                                     (In thousands)

<S>                                                                  <C>                   <C>                   <C>    
FHLB advances                                                        $46,376               $29,830               $33,671
                                                                     =======               =======               =======

Weighted average interest cost of FHLB advances during
    period based on month end balances                                 5.66%                 5.98%                 5.00%
                                                                       =====                 =====                 =====
</TABLE>


        ASSET/LIABILITY MANAGEMENT. Winton's earnings depend primarily upon its
net interest income, which is the difference between its interest income on its
interest-earning assets, such as mortgage loans, investment securities and
mortgage-backed securities, and its interest expense paid on its
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 of
interest-earning assets and interest-bearing liabilities, earnings will be
affected differently under various interest rate scenarios. Winton has sought to
limit these net income fluctuations and manage interest rate risk by originating
adjustable-rate loans and purchasing relatively short-term and variable-rate
investments and securities.



                                      -19-
<PAGE>   20



         The following table sets forth certain information relating to Winton'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 losses on loans. 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,
                                   ------------------------------------------------------------------------------------------------
                                                  1996                             1995                               1994
                                   -----------------------------    ------------------------------   ------------------------------
                                      Average    Interest             Average    Interest              Average      Interest
                                    outstanding  earned/   Yield/   outstanding   earned/   Yield/   outstanding     earned/ Yield/
                                     balance       paid     rate     balance        paid     rate     balance         paid    rate
                                   ------------    ----     ----   ------------     ----     ----    -----------      ----    ----
                                                         (Dollars in thousands)
<S>                                  <C>        <C>         <C>     <C>           <C>       <C>        <C>         <C>       <C>  
Interest-earning assets:
   Loans receivable (1)               $225,164   $18,911     8.40%   $202,844      $17,031   8.40%      $184,824    $15,436   8.35%
   Mortgage-backed securities -
     available for sale                  2,400       113     4.71         606           34   5.61             --         --      --
   Mortgage-backed securities - held
     to maturity                        17,311     1,070     6.18      18,946        1,016   5.36         22,573      1,063   4.71
   Investment securities - held to
     maturity                            9,927       636     6.41       9,936          632   6.36          9,809        519   5.29
   Investment securities - available
     for sale                            3,228       185     5.73       1,030           56   5.44             --         --     --
   Other interest-earning assets         3,049       199     6.53       4,215          173   4.10          4,304        169   3.93
                                      --------  --------     ----   ---------     --------   ----      ---------   --------   ----
     Total interest-earning assets     261,079    21,114     8.09     237,577       18,942   7.97        221,510     17,187   7.76

Non-interest-earning assets              7,283                          6,816                              6,801
                                      --------                       --------                           --------
     Total assets                     $268,362                       $244,393                           $228,311
                                      ========                       ========                           ========

Interest-bearing liabilities:
   Deposits                           $209,879    10,700     5.10%   $191,870        9,085   4.73%      $183,673      7,878   4.29%
   FHLB advances                        35,292     1,996     5.66      31,312        1,874   5.98         25,039      1,252   5.00
                                      --------  --------     ----    --------      -------   ----      ---------    -------   ----
     Total interest-bearing
       liabilities                     245,171    12,696     5.18     223,182       10,959   4.91        208,712      9,130   4.37
                                      --------   -------     ----    --------       ------   ----      ---------    -------   ----

Non-interest-bearing liabilities         2,349                          1,473                              1,166
                                      --------                       --------                          ---------
     Total liabilities                 247,520                        224,655                            209,878

Shareholders' equity                    20,842                         19,738                             18,433
                                      --------                       --------                          ---------
     Total liabilities and
       shareholders' equity           $268,362                       $244,393                           $228,311
                                      ========                       ========                           ========

Net interest income/
   Interest rate spread                           $8,418     2.91%                  $7,983   3.06%                   $8,057   3.39%
                                                  ======     =====                  ======   =====                   ======   =====
Net interest margin (net interest
   income as a percent of average
   interest-earning assets)                                  3.22%                           3.36%                            3.64%
                                                             =====                           =====                            =====
Average interest-earning assets to
   interest-bearing liabilities                            106.49%                         106.45%                          106.13%
                                                           =======                         =======                          =======
<FN>
---------------------------
(1)     Includes loans held for sale and non-accrual loans.

</TABLE>

                                      -20-
<PAGE>   21



        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'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>

                                                              1996 vs. 1995                 1995 vs. 1994
                                                      ---------------------------     --------------------------
                                                           Increase (Decrease)             Increase (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)                                $1,880      $   --   $1,880      $1,511       $84     $1,595
   Mortgage-backed securities-
     available for sale                                   83          (4)      79          34        --         34
   Mortgage-backed securities-
     held to maturity                                   (113)        167       54        (215)      168        (47)
   Investment securities -
     available for sale                                   (1)          5        4           7       106        113
   Investment securities -
     held to maturity                                    126           3      129          56        --         56
   Other interest-earning
     assets(2)                                           (98)        124        26         (4)        8           4
                                                      ------      ------    ------     ------    ------      ------

Total interest-earning assets                         $1,877        $295    $2,172     $1,389      $366      $1,755
                                                      ======        ====    ======     ======      ====      ======
Interest expense attributable
   to:
   Deposits                                           $  883      $  732    $1,615     $  363    $  844      $1,207
   FHLB advances and other
     borrowings                                          207         (85)      122        345       277         622
                                                      ------      ------    ------     ------    ------      ------

     Total interest-bearing
       liabilities                                    $1,090        $647    $1,737       $708    $1,121      $1,829
                                                      ======        ====    ======     ======      ====      ======

Increase (decrease) in net
   interest income                                                          $  435                           $  (74)
                                                                            ======                           ======
<FN>
------------------------------

(1)  Includes loans held for sale.

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


        Winton's interest rate spread is the principal determinant of income.
The interest rate spread, and therefore net interest income, can vary
considerably over time because asset and liability repricing do not coincide.
Moreover, the long-term or cumulative effect of interest rate changes can be
substantial. Interest rate risk is defined as the sensitivity of an
institution's earnings and net asset values to changes in interest rates. The
management and Board of Directors of Winton attempt to manage Winton's exposure
to interest rate risk 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
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. Although Winton is not
currently subject to the NPV regulation, because its


                                      -21-
<PAGE>   22

implementation has been delayed by the OTS, the application of the NPV
methodology may illustrate Winton's level of interest rate risk.

        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 point equals 1%) change in market
interest rates. Both a 200 basis point increase in market interest rates and a
200 basis point decrease in market interest rates are considered. If the NPV
would decrease more than 2% of the present value of the institution's assets
with either an increase or a decrease in market rates, the institution would
have to deduct 50% of the amount of the decrease in excess of such 2% in the
calculation of the institution's risk-based capital, if the regulations were in
effect. Even before the regulation is in effect, OTS could increase Winton's
risk-based capital requirement on an individualized basis to address excess
interest rate risk. See "Regulation -- Office of Thrift Supervision -- 
Regulatory Capital Requirements."

        At September 30, 1996, 2% of the present value of Winton's assets was
approximately $5.9 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 $9.0 million at September 30, 1996, Winton
would have been required to deduct $1.6 million (50% of the approximate $3.1
million difference) from its capital in determining whether Winton met its
risk-based capital requirement, if the regulation had been in effect for Winton.
Regardless of such reduction, however, Winton's risk-based capital at September
30, 1996, would still have exceeded the regulatory requirement by approximately
$4.7 million.

         Presented below, as of September 30, 1996, is an analysis of Winton's
interest rate risk as measured by changes in NPV for instantaneous and sustained
parallel shifts of 100 basis points in market interest rates.
<TABLE>
<CAPTION>

                                                                           September 30, 1996
                                                             -----------------------------------------------
              Change in Interest Rate                        $ Change                               % Change
                   (Basis Points)                              In NPV                                in NPV
                   --------------                              ------                                ------
                                                                         (Dollars in thousands)

                 <S>                                     <C>                                       <C>  
                       +300                                  $(13,908)                                 (57)%
                       +200                                   ( 9,005)                                 (37)
                       +100                                   ( 4,306)                                 (18)
                          0                                        --                                   --
                       -100                                     3,459                                   14
                       -200                                     5,698                                   23
                       -300                                     7,783                                   32
</TABLE>


        As illustrated in the table, 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 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 would pay on its deposits would increase rapidly
because Winton's deposits generally have shorter periods to repricing.
Assumptions used in calculating the amounts in this 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's net interest income
could be expected to be negatively affected. Moreover, rising interest rates
could negatively affect Winton's earnings due to diminished loan demand.

                                      -22-
<PAGE>   23

        The following table sets forth, for the years and at the date indicated,
the weighted average yields earned on Winton's interest-earning assets, the
weighted average interest rates paid on interest-bearing liabilities, the
interest rate spread and the net interest margin on interest-earning assets.
<TABLE>
<CAPTION>

                                                                              At September 30,
                                                                              ----------------
                                                        1996                       1995                       1994
                                                        ----                       ----                       ----

<S>                                                      <C>                        <C>                        <C>  
Weighted average yield on loan portfolio                 8.01%                      8.24%                      7.82%
Weighted average yield on mortgage-backed
    securities                                           6.07                       6.36                       5.22
Weighted average yield on investment
    securities                                           6.55                       6.51                       6.09
Weighted average yield on other
    interest-earning assets                              6.92                       4.99                       4.27
Weighted average yield on all
    interest-earning assets                              7.87                       7.95                       7.52
Weighted average interest rate paid on
    deposits                                             5.16                       5.13                       3.99
Weighted average rate paid on borrowings                 6.15                       6.11                       5.54
Weighted average interest rate paid on all
    interest-bearing liabilities                         5.33                       5.26                       4.22
Interest rate spread (spread between
    weighted average interest rate on all
    interest-earning assets and all
    interest-bearing liabilities)                        2.54                       2.69                       3.30
Net yield (net interest income as a
    percentage of average interest-earning
    assets)                                              3.22                       3.36                       3.64

</TABLE>

COMPETITION

        Winton competes for deposits with other savings associations, commercial
banks and credit unions and with the issuers of commercial paper and other
securities, such as shares in money market mutual funds. The primary factors in
competing for deposits are interest rates and convenience of office location. In
making loans, Winton competes with other savings associations, commercial banks,
consumer finance companies, credit unions, leasing companies and other lenders.
Winton competes for loan originations primarily through the interest rates and
loan fees it charges and through the efficiency and quality of services it
provides to borrowers. Competition is affected by, among other things, the
general availability of lendable funds, general and local economic conditions,
current interest rate levels and other factors which are not readily
predictable.

         Due to Winton's size relative to the many other financial institutions
in its market area, management believes that Winton does not have a substantial
share of the deposit and loan markets.

        The size of financial institutions competing with Winton is likely to
increase as a result of changes in statutes and regulations eliminating various
restrictions on interstate and inter-industry branching and acquisitions. Such
increased competition may have an adverse effect upon Winton.

SUBSIDIARY ACTIVITIES

        Winton has no subsidiaries.  WFC's only subsidiary is Winton.

                                      -23-
<PAGE>   24

PERSONNEL

        As of September 30, 1996, Winton had 67 full-time employees and 6
part-time employees. Winton believes that relations with its employees are
excellent. Winton offers health, disability, life and dependent care benefits.
None of the employees of Winton are represented by a collective bargaining unit.

REGULATION

        WFC is a savings and loan holding company within the meaning of the Home
Owners Loan Act, as amended (the "HOLA"). Consequently, WFC is subject to
regulation, examination and oversight by the OTS and must submit periodic
reports to the OTS concerning its activities and financial condition. Because
WFC is a corporation organized under Ohio law, WFC is subject to provisions of
the Ohio Revised Code applicable to corporations generally.

        As a savings and loan association chartered under the laws of Ohio,
Winton is subject to regulation, examination and oversight by the Superintendent
of the Division of Financial Institutions of the Department of Commerce of the
State of Ohio (the "Ohio Superintendent"). Because Winton's deposits are insured
by the FDIC, Winton also is subject to regulation and examination by the OTS and
regulatory oversight by the FDIC. Winton must file periodic reports with the
Ohio Superintendent and the OTS concerning its activities and financial
condition. Examinations are conducted periodically by these federal and state
regulators to determine whether Winton is in compliance with various regulatory
requirements and is operating in a safe and sound manner. Winton is a member of
the FHLB and is subject to certain regulations promulgated by the Board of
Governors of the Federal Reserve System (the "FRB").

        Congress is considering legislation to eliminate the federal savings and
loan charter and the separate federal regulation of savings and loan
associations and the Department of the Treasury is preparing a report for
Congress on the development of a common charter for all financial institutions.
Pursuant to such legislation, Congress may eliminate the OTS and Winton may be
regulated under federal law as a bank or be required to change its charter. Such
change in regulation or charter would likely change the range of activities in
which Winton may engage and would probably subject Winton to more regulation by
the FDIC. In addition, WFC might become subject to a different scheme of holding
company which may limit the activities in which WFC may engage, and subject WFC
to other additional regulatory requirements, including separate capital
requirements. At this time, WFC cannot predict when or whether Congress may
actually pass legislation regarding WFC's and Winton's regulatory requirements
or charter. Although such legislation may change the activities in which either
WFC and Winton may engage, it is not anticipated that the current activities of
both WFC and Winton will be materially affected by those activity limits.

OHIO CORPORATION LAW

        MERGER MORATORIUM STATUTE. Chapter 1704 of the Ohio Revised Code
regulates certain takeover bids affecting certain public corporations which have
significant ties to Ohio. This statute prohibits, with some exceptions, any
merger, combination or consolidation and any of certain other sales, leases,
distributions, dividends, exchanges, mortgages or transfers between such an Ohio
corporation and any person who has the right to exercise, alone or with others,
10% or more of the voting power of such corporation (an "Interested
Shareholder"), for three years following the date on which such person first
becomes an Interested Shareholder. Such a business combination is permitted only
if, prior to the time such person first becomes an Interested Shareholder, the
Board of Directors of the issuing corporation has approved the purchase of
shares which resulted in such person first becoming an Interested Shareholder.

        After the initial three-year moratorium, such a business combination may
not occur unless (1) one of the specified exceptions applies, (2) the holders of
at least two-thirds of the voting shares, and of at least a majority of the
voting shares not beneficially owned by the Interested Shareholder, approve the
business combination at a meeting called for such purpose, or (3) the business
combination meets certain statutory criteria designed to ensure that the issuing
public corporation's remaining shareholders receive fair consideration for their
shares.

        An Ohio corporation may, under certain circumstances, "opt out" of the
statute by specifically providing in its articles of incorporation that the
statute does not apply to any business combination of such corporation. However,
the statute still prohibits for twelve months any business combination that
would have been prohibited but for the adoption of such an opt-out amendment.
The statute also provides that it will continue to apply to any business
combination between a 



                                      -24-
<PAGE>   25

person who became an Interested Shareholder prior to the adoption of such an
amendment as if the amendment had not been adopted. Neither the Articles of
Incorporation of WFC nor Winton opt out of the protection afforded by Chapter
1704.

        CONTROL SHARE ACQUISITION. Section 1701.831 of the Ohio Revised Code
(the "Control Share Acquisition Statute") requires that certain acquisitions of
voting securities which would result in the acquiring shareholder owning 20%,
33-1/3%, or 50% of the outstanding voting securities of WFC (a "Control Share
Acquisition") must be approved in advance by the holders of at least a majority
of the outstanding voting shares represented at a meeting at which a quorum is
present and a majority of the portion of the outstanding voting shares
represented at such a meeting, excluding the voting shares owned by the
acquiring shareholder. The Control Share Acquisition Statute was intended, in
part, to protect shareholders of Ohio corporations from coercive tender offers.

        TAKEOVER BID STATUTE. Ohio law also contains a statute regulating
takeover bids for any Ohio corporation, including savings and loan associations.
Such statute provides that no offeror may make a takeover bid unless (i) at
least 20 days prior thereto the offeror announces publicly the terms of the
proposed takeover bid and files with the Ohio Division of Securities (the
"Securities Division") and provides the target company with certain information
in respect of the offeror, his ownership of the company's shares and his plans
for the company, and (ii) within ten days following such filing either (a) no
hearing is required by the Securities Division, (b) a hearing is requested by
the target company within such time but the Securities Division finds no cause
for hearing exists, or (c) a hearing is ordered and upon such hearing the
Securities Division adjudicates that the offeror proposes to make full, fair and
effective disclosure to offers of all information material to a decision to
accept or reject the offer.

        The takeover bid statute also states that no offeror shall make a
takeover bid if he owns 5% or more of the issued and outstanding equity
securities of any class of the target company, any of which were purchased
within one year before the proposed takeover bid, and the offeror, before making
any such purchase, failed to announce his intention to gain control of the
target company, or otherwise failed to make full and fair disclosure of such
intention to the persons from whom he acquired such securities. The United
States District Court for the Southern District of Ohio has determined that the
Ohio takeover bid statute is preempted by federal regulation.

OHIO SAVINGS AND LOAN REGULATION

        The Ohio Superintendent is responsible for the regulation and
supervision of Ohio savings and loan associations in accordance with the laws of
the State of Ohio and imposes assessments on Ohio associations based on their
asset size to cover the cost of supervision and examination. Ohio law prescribes
the permissible investments and activities of Ohio savings and loan
associations, including the types of lending that such associations may engage
in and the investments in real estate, subsidiaries and corporate or government
securities that such associations may make. The ability of Ohio associations to
engage in these state-authorized investments and activities is subject to
oversight and approval by the FDIC, if such investments or activities are not
permissible for a federally chartered savings association. See " - Federal
Deposit Insurance Corporation -- State Association Activities." The Ohio
Superintendent also has approval authority over any mergers involving or
acquisitions of control of Ohio savings and loan associations. The Ohio
Superintendent may initiate certain supervisory measures or formal enforcement
actions against Ohio associations. Ultimately, if the grounds provided by law
exist, the Superintendent may place an Ohio association in conservatorship or
receivership.

        In addition to being governed by the laws of Ohio specifically governing
savings and loan associations, Winton is also governed by Ohio corporate law, to
the extent such law does not conflict with the laws specifically governing
savings and loan associations.

OFFICE OF THRIFT SUPERVISION

        GENERAL. The OTS is an office in the Department of the Treasury and is
responsible for the regulation and supervision of all federally chartered
savings associations and all other savings associations, the deposits of which
are insured by the FDIC in the SAIF. The OTS issues regulations governing the
operation of savings associations, regularly examines such associations and
imposes assessments on savings associations based on their asset size to cover
the costs of general supervision and examination. The OTS also may initiate
enforcement actions against savings associations and certain persons affiliated
with them for violations of laws or regulations or for engaging in unsafe or
unsound practices. If the grounds provided by law exist, the OTS may appoint a
conservator or receiver for a savings association.

                                      -25-
<PAGE>   26

        Savings associations are subject to regulatory oversight under various
consumer protection and fair lending laws. These laws govern, among other
things, truth-in-lending disclosures, equal credit opportunity, fair credit
reporting and community reinvestment. Failure to abide by federal laws and
regulations governing community reinvestment could limit the ability of an
association to open a new branch or engage in a merger. Community reinvestment
regulations evaluate how well and to what extent an institution lends and
invests in its designated service area, with particular emphasis on low- to
moderate-income communities and borrowers in that area. Winton has received a
"satisfactory" examination rating under those regulations.

        REGULATORY CAPITAL REQUIREMENTS. Winton is required by OTS regulations
to meet certain minimum capital requirements. The following table sets forth the
amount and percentage level of regulatory capital of Winton at September 30,
1996, and the amount by which it exceeds the minimum requirements. Tangible and
core capital are reflected as a percentage of adjusted total assets. Risk-based
(or total) capital, which consists of core and supplementary capital, is
reflected as a percentage of risk-weighted assets.
<TABLE>
<CAPTION>

                                                      At September 30, 1996
                                             --------------------------------------
                                             Amount                         Percent
                                             ------                         -------
                                         (In thousands)

<S>                                          <C>                           <C>  
Tangible capital                              $19,855                       6.83%
Requirement                                     4,362                       1.50
                                              -------                      -----
Excess                                        $15,493                       5.33%
                                              =======                      =====

Core capital                                  $19,855                       6.83%
Requirement                                     8,725                       3.00
                                              -------                      -----
Excess                                        $11,130                       3.83%
                                              =======                      =====

Risk-based capital                            $20,607                      11.50%
Risk-based requirement                         14,328                       8.00
                                              -------                      -----
Excess                                        $ 6,279                       3.50%
                                              =======                      =====

</TABLE>

        Current capital requirements call for tangible capital of 1.5% of
adjusted total assets, core capital (which for Winton consists solely of
tangible capital) of 3.0% of adjusted total assets and risk-based capital (which
for Winton consists of core capital and general valuation allowances) of 8% of
risk-weighted assets (assets and certain off-balance sheet items are weighted at
percentage levels ranging from 0% to 100% depending on their relative risk). The
OTS has proposed to amend the core capital requirement so that those
associations that do not have the highest examination rating and exceed an
acceptable level of risk will be required to maintain core capital of from 4% to
5%, depending on the association's examination rating and overall risk. Winton
does not anticipate that it will be adversely affected if the core capital
requirement regulation is amended as proposed. Winton's current core capital
ratio is 6.8%.

        OTS has adopted an interest rate risk component to the risk-based
capital requirement, though the implementation of that component has been
delayed. Pursuant to that requirement a savings association would have to
measure the effect of an immediate 200 basis point change in interest rates on
the value of its portfolio as determined under the methodology of the OTS. If
the measured interest rate risk is above the level deemed normal under the
regulation, the association will be required to deduct one-half of such excess
exposure from its total capital when determining its risk-based capital. In
general, an association with less than $300 million in assets and a risk-based
capital ratio in excess of 12% will not be subject to the interest rate risk
component. Winton currently qualifies for such exemption. Pending implementation
of the interest rate risk component, the OTS has the authority to impose a
higher individualized capital requirement on any savings association it deems to
have excess interest rate risk. The OTS also may adjust the risk-based capital
requirement on an individualized basis to take into account risks due to
concentrations of credit and non-traditional activities.

        The OTS has adopted regulations governing prompt corrective action to
resolve the problems of capital deficient and otherwise troubled savings
associations. At each successively lower defined capital category, an
association is subject to more restrictive and numerous mandatory or
discretionary regulatory actions or limits, and the OTS has less flexibility in
determining how to resolve the problems of the institution. The OTS has defined
these capital levels as follows: (1) well-capitalized associations must have
total risk-based capital of at least 10%, core risk-based capital (consisting
only of items that qualify for inclusion in core capital) of at least 6% and
core capital of at least 5%; (2) adequately capitalized associations are those
that meet the regulatory minimum of total risk-based capital of 8%, core
risk-based capital of 4% and 



                                      -26-
<PAGE>   27

core capital of 4% (except for associations receiving the highest examination
rating, in which case the level is 3%) but are not well-capitalized; (3)
undercapitalized associations are those that do not meet regulatory limits, but
that are not significantly undercapitalized; (4) significantly undercapitalized
associations have total risk-based capital of less than 6%, core risk-based
capital of less than 3% or core capital of less than 3%; and (5) critically
undercapitalized associations are those with tangible capital of 2% or less of
total assets. In addition, the OTS generally can downgrade an association's
capital category, notwithstanding its capital level, if, after notice and
opportunity for hearing, the association is deemed to be engaging in an unsafe
or unsound practice because it has not corrected deficiencies that resulted in
it receiving a less than satisfactory examination rating on matters other than
capital or it is deemed to be in an unsafe or unsound condition. All
undercapitalized associations must submit a capital restoration plan to the OTS
within 45 days after it becomes undercapitalized. Such associations will be
subject to increased monitoring and asset growth restrictions and will be
required to obtain prior approval for acquisitions, branching and engaging in
new lines of business. Furthermore, critically undercapitalized institutions
must be placed in conservatorship or receivership within 90 days of reaching
that capitalization level, except under limited circumstances. Winton's capital
at September 30, 1996, met the standards for a well-capitalized institution.

        Federal law prohibits a savings association from making a capital
distribution to anyone or paying management fees to any person having control of
the association if, after such distribution or payment, the association would be
undercapitalized. In addition, each company controlling an undercapitalized
association must guarantee that the association will comply with its capital
plan until the association has been adequately capitalized on an average during
each of four preceding calendar quarters and must provide adequate assurances of
performance. The aggregate liability pursuant to such guarantee is limited to
the lesser of (a) an amount equal to 5% of the association's total assets at the
time the institution became undercapitalized or (b) the amount that is necessary
to bring the association into compliance with all capital standards applicable
to such association at the time the association fails to comply with its capital
restoration plan.

        LIQUIDITY. OTS regulations require that savings associations maintain an
average daily balance of liquid assets (cash, certain time deposits, bankers'
acceptances and specified United States government, state or federal agency
obligations) equal to a monthly average of not less than 5% of its net
withdrawable savings deposits plus borrowings payable in one year or less.
Federal regulations also require each association to maintain an average daily
balance of short-term liquid assets of not less than 1% of the total of its net
withdrawable savings accounts and borrowings payable in one year or less.
Monetary penalties may be imposed upon associations failing to meet these
liquidity requirements. The eligible liquidity of Winton at September 30, 1996,
was approximately $15.5 million, or 6.8%, and exceeded the then applicable 5.0%
liquidity requirement by approximately $3.3 million.

        QUALIFIED THRIFT LENDER TEST. Savings associations are required to meet
the QTL test. Prior to September 30, 1996, there was only one QTL test which
required savings associations to maintain a specified level of investments in
assets that are designated as qualifying thrift investments ("QTI"), which are
generally related to domestic residential real estate and manufactured housing
and include credit card, student and small business loans, stock issued by any
FHLB, the FHLMC or the FNMA. Under this test 65% of an institution's "portfolio
assets" (total assets less goodwill and other intangibles, property used to
conduct business and 20% of liquid assets) must consist of QTI on a monthly
average basis in 9 out of every 12 months. Congress created a second QTL test,
effective September 30, 1996, pursuant to which a savings association may also
meet the QTL test under the Internal Revenue Code of 1986, as amended (the
"Code"), for thrift institution status. According to the test under the Code, at
least 60% of the institution's assets (on a tax basis) must consist of specified
assets (generally loans secured by residential real estate or deposits,
educational loans, cash and certain governmental obligations). The OTS may grant
exceptions to the QTL test under certain circumstances. If a savings association
fails to meet the QTL test, the association and its holding company become
subject to certain operating and regulatory restrictions. A savings association
that fails to meet the QTL test will not be eligible for new FHLB advances. At
September 30, 1996, Winton met the QTL test.

        LENDING LIMIT. OTS regulations generally limit the aggregate amount that
a savings association can lend to one borrower to an amount equal to 15% of the
association's Lending Limit Capital. A savings association may loan to one
borrower an additional amount not to exceed 10% of the association's Lending
Limit Capital, if the additional amount is fully secured by certain forms of
"readily marketable collateral." Real estate is not considered "readily
marketable collateral." Certain types of loans are not subject to this limit. In
applying this limit, the regulations require that loans to certain related
borrowers be aggregated. Notwithstanding the specified limits, an association
may lend to one borrower up to $500,000, for any purpose. At September 30, 1996,
Winton was in compliance with this lending limit. See "Lending Activities -
Federal Lending Limit."

                                      -27-
<PAGE>   28

        TRANSACTIONS WITH INSIDERS AND AFFILIATES. Loans to executive officers,
directors and principal shareholders and their related interests must conform to
the lending limit on loans to one borrower, and the total of such loans to
executive officers, directors, principal shareholders and their related
interests cannot exceed the association's Lending Limit Capital (or 200% of
Lending Limit Capital for qualifying institutions with less than $100 million in
assets). Most loans to directors, executive officers and principal shareholders
must be approved in advance by a majority of the "disinterested" members of the
board of directors of the association with any "interested" director not
participating. All loans to directors, executive officers and principal
shareholders must be made on terms substantially the same as offered in
comparable transactions with the general public or as offered to all employees
in a company-wide benefit program, and loans to executive officers are subject
to additional limitations. Winton was in compliance with such restrictions at
September 30, 1996.

        All transactions between savings associations and their affiliates must
comply with Sections 23A and 23B of the Federal Reserve Act (the "FRA"). An
affiliate of a savings association is any company or entity that controls, is
controlled by or is under common control with the savings association. WFC is an
affiliate of Winton. Generally, Sections 23A and 23B of the FRA (i) limit the
extent to which a savings association or its subsidiaries may engage in "covered
transactions" with any one affiliate to an amount equal to 10% of such
institution's capital stock and surplus, (ii) limit the aggregate of all such
transactions with all affiliates to an amount equal to 20% of such capital stock
and surplus, and (iii) require that all such transactions be on terms
substantially the same, or at least as favorable to the association, as those
provided in transactions with a non-affiliate. The term "covered transaction"
includes the making of loans, purchase of assets, issuance of a guarantee and
other similar types of transactions. In addition to the limits in Sections 23A
and 23B, a savings association may not make any loan or other extension of
credit to an affiliate unless the affiliate is engaged only in activities
permissible for a bank holding company and may not purchase or invest in
securities of any affiliate except shares of a subsidiary. Winton was in
compliance with these requirements and restrictions at September 30, 1996.

        LIMITATIONS ON CAPITAL DISTRIBUTIONS. OTS imposes various restrictions
or requirements on the ability of associations to make capital distributions,
including dividend payments. An association is prohibited from declaring or
paying any dividends or from repurchasing any of its stock if, as a result, the
net worth of the association would be reduced below the amount required to be
maintained for the liquidation account established in connection with its mutual
to stock conversion. OTS regulations also establish a system limiting capital
distributions according to ratings of associations based on their capital level
and supervisory condition.

        The first rating category is Tier 1, consisting of associations that,
before and after the proposed distribution, meet their fully phased-in capital
requirements. Associations in this category may make capital distributions
during any calendar year equal to the greater of 100% of net income, current
year-to-date, plus 50% of the amount by which the lesser of the association's
tangible, core or risk-based capital exceeds its fully phased-in capital
requirement for such capital component, as measured at the beginning of the
calendar year, or the amount authorized for a Tier 2 association. A Tier 1
association deemed to be in need of more than normal supervision by the OTS may
be downgraded to a Tier 2 or Tier 3 association. Winton meets the requirements
for a Tier 1 association and has not been notified of any need for more than
normal supervision.

        The second category, Tier 2, consists of associations that before and
after the proposed distribution meet their current minimum, but not fully
phased-in, capital requirements. Associations in this category may make capital
distributions of up to 75% of net income over the most recent four quarters.
Tier 3 associations do not meet current minimum capital requirements and must
obtain OTS approval of any capital distribution. Tier 2 associations that
propose to make a capital distribution in excess of the noted safe harbor level
must also obtain OTS approval. Tier 2 associations proposed to make a capital
distribution within the safe harbor provisions and Tier 1 associations proposing
to make any capital distribution need only submit written notice to the OTS 30
days prior to such distribution.

        As a subsidiary of WFC, Winton is required to give the OTS 30 days'
notice prior to declaring any dividend on its stock. The OTS may object to the
distribution during that 30-day period based on safety and soundness concerns.
Winton paid dividends of $904,000 to WFC during fiscal 1996.

        In December 1995, the OTS issued a proposal to amend the capital
distribution limits. Under that proposal, associations which are not owned by a
holding company and which have a CAMEL examination rating of 1 or 2 could make a
capital distribution without notice to the OTS, if they remain adequately
capitalized, as described above, after the 



                                      -28-
<PAGE>   29

distribution is made. Any other association seeking to make a capital
distribution that would not cause the association to fall below the capital
levels to qualify as adequately capitalized or better would have to provide
notice to the OTS. Except under limited circumstances and with OTS approval, no
capital distributions would be permitted if it caused the association to become
undercapitalized or worse.

        HOLDING COMPANY REGULATION. WFC is a savings and loan holding company
within the meaning of the HOLA. As such, WFC has registered with the OTS and
will be subject to OTS regulations, examination, supervision and reporting
requirements.

        The HOLA generally prohibits a savings and loan holding company from
controlling any other savings association or savings and loan holding company,
without prior approval of the OTS, or from acquiring or retaining more than 5%
of the voting shares of a savings association or holding company thereof, which
is not a subsidiary. Under certain circumstances, a savings and loan holding
company is permitted to acquire, with the approval of the OTS, up to 15% of the
previously unissued voting shares of an undercapitalized savings association for
cash without such savings association being deemed to be controlled by the
holding company. Except with the prior approval of the OTS, no director or
officer of a savings and loan holding company or person owning or controlling by
proxy or otherwise more than 25% of such company's stock may also acquire
control of any savings institution, other than a subsidiary institution, or any
other savings and loan holding company.

        As a unitary savings and loan holding company, WFC is generally subject
to no restrictions on its activities, and such companies are the only financial
institution holding companies which may engage in any commercial, securities and
insurance activities without restriction. Congress is considering legislation
which may limit WFC's ability to engage in these activities and cannot predict
if and in what form these proposals might become law. However such limits would
not impact WFC's current activities, which consist solely of holding stock of
Winton. The broad latitude to engage in activities under current law can be
restricted, if the OTS determines that there is reasonable cause to believe that
the continuation by a savings and loan holding company of an activity
constitutes a serious risk to the financial safety, soundness or stability of
its subsidiary savings association, the OTS may impose such restrictions as
deemed necessary to address such risk, including limiting (i) payment of
dividends by the savings association, (ii) transactions between the savings
association and its affiliates, and (iii) any activities of the savings
association that might create a serious risk that the liabilities of the holding
company and its affiliates may be imposed on the savings association.
Notwithstanding the foregoing rules as to permissible business activities of a
unitary savings and loan holding company, if the savings association subsidiary
of a holding company fails to meet the QTL test, then such unitary holding
company would become subject to the activities restrictions applicable to
multiple holding companies. At September 30, 1996, Winton met both those tests.

        If WFC were to acquire control of another savings institution, other
than through a merger or other business combination with Winton, WFC would
become a multiple savings and loan holding company. Unless the acquisition is an
emergency thrift acquisition and each subsidiary savings association meets the
QTL test, the activities of WFC and any of its subsidiaries (other than Winton
or other subsidiary savings associations) would thereafter be subject to
activity restrictions. The HOLA provides that, among other things, no multiple
savings and loan holding company or subsidiary thereof that is not a savings
institution shall commence or continue for a limited period of time after
becoming a multiple savings and loan holding company or subsidiary thereof, any
business activity other than (i) furnishing or performing management services
for a subsidiary savings institution, (ii) conducting an insurance agency or
escrow business, (iii) holding, managing or liquidating assets owned by or
acquired from a subsidiary savings institution, (iv) holding or managing
properties used or occupied by a subsidiary savings institution, (v) acting as
trustee under deeds of trust, (vi) those activities previously directly
authorized by federal regulation as of March 5, 1987, to be engaged in by
multiple holding companies, or (vii) those activities authorized by the FRB as
permissible for bank holding companies, unless the OTS by regulation prohibits
or limits such activities for savings and loan holding companies. Those
activities described in (vii) above must also be approved by the OTS prior to
being engaged in by a multiple holding company.

        The OTS may approve acquisitions resulting in the formation of a
multiple savings and loan holding company that controls savings associations in
more than one state, only if the multiple savings and loan holding company
involved controls a savings association that operated a home or branch office in
the state of the association to be acquired as of March 5, 1987, or if the laws
of the state in which the institution to be acquired is located specifically
permit institutions to be acquired by state-chartered institutions or savings
and loan holding companies located in the state where the acquiring entity is
located (or by a holding company that controls such state-chartered savings
institutions). As under prior law, the OTS may approve an acquisition resulting
in a multiple savings and loan holding company controlling savings associations



                                      -29-
<PAGE>   30

in more than one state in the case of certain emergency thrift acquisitions.
Bank holding companies have had more expansive authority to make interstate
acquisitions than savings and loan holding companies since August 1995.

        FEDERAL REGULATION OF ACQUISITIONS OF CONTROL OF WFC AND WINTON. In
addition to the Ohio law limitations on the merger and acquisition of Winton and
WFC previously discussed, federal limitations generally require regulatory
approval of acquisitions at specified levels. Under pertinent federal law and
regulations, no person, directly or indirectly, or acting in concert with
others, may acquire control of Winton or WFC without 60 days prior notice to the
OTS. "Control" is generally defined as having more than 25% ownership or voting
power; however, ownership or voting power of more than 10% may be deemed
"control" if certain factors are in place. If the acquisition of control is by a
company, the acquiror must obtain approval, rather than give notice, of the
acquisition as a savings and loan holding company.

         In addition, any merger of Winton must be approved by the OTS as well
as the Superintendent. Further, any merger of WFC in which WFC is not the
resulting company must also be approved by both the OTS and the Superintendent.

  FEDERAL DEPOSIT INSURANCE CORPORATION

        DEPOSIT INSURANCE AND ASSESSMENTS. The FDIC is an independent federal
agency that insures the deposits, up to prescribed statutory limits, of
federally insured banks and thrifts and safeguards the safety and soundness of
the banking and thrift industries. The FDIC administers two separate insurance
funds, the Bank Insurance Fund ("BIF") for commercial banks and state savings
banks and the SAIF for savings associations. The FDIC is required to maintain
designated levels of reserves in each fund. Prior to October 1, 1996, the
reserves of the SAIF were below the level required by law, because a significant
portion of the assessments paid into the fund have been and are being used to
pay the cost of prior thrift failures, while the reserves of the BIF met the
level required by law in May 1995. This has resulted in a significant disparity
between BIF and SAIF assessments during 1996.

        Winton is a member of the SAIF and its deposit accounts are insured by
the FDIC, up to the prescribed limits. The FDIC has examination authority over
all insured depository institutions, including Winton, and has authority to
initiate enforcement actions against federally insured savings associations, if
the FDIC does not believe the OTS has taken appropriate action to safeguard
safety and soundness and the deposit insurance fund.

        The FDIC is authorized to establish separate annual assessment rates for
deposit insurance each for members of the BIF and the SAIF. The FDIC may
increase assessment rates for either fund if necessary to restore the fund's
ratio of reserves to insured deposits to its target level within a reasonable
time and may decrease such rates if such target level has been met. The FDIC has
established a risk-based assessment system for both SAIF and BIF members. Under
this system, assessments vary based on the risk the institution poses to its
deposit insurance fund. The risk level is determined based on the institution's
capital level and the FDIC's level of supervisory concern about the institution.

        Because of the differing reserve levels of the funds, deposit insurance
assessments paid by healthy savings associations were reduced significantly
below the level paid by healthy savings associations effective in mid-1995.
Assessments paid by healthy savings associations exceeded those paid by healthy
commercial banks by approximately $.19 per $100 in deposits in late 1995. Such
excess equalled approximately $.23 per $100 in deposits beginning in 1996. This
premium disparity had a negative competitive impact on Winton and other
institutions in the SAIF.

        Federal legislation, which was effective September 30, 1996, provided
for the recapitalization of the SAIF by means of a special assessment of $.657
per $100 of SAIF deposits held at March 31, 1995, in order to increase SAIF
reserves to the level required by law. Certain banks holding SAIF deposits are
required to pay the same special assessment on 80% of deposits at March 31,
1995. In addition, the cost of prior thrift failures will be shared by both the
SAIF and the BIF. As a result of such cost sharing, BIF assessments for healthy
banks in 1997 will be $.013 per $100 in deposits and SAIF assessments for
healthy institutions in 1997 will be $.064 per $100 in deposits.

        Winton had $195.6 million in deposits at March 31, 1995. Winton paid a
special assessment of $1.3 million on November 27, 1996, which was accounted for
and recorded as of September 30, 1996. This assessment is tax-deductible, but
has reduced earnings for the year ended, and capital at, September 30, 1996.


                                      -30-
<PAGE>   31

        STATE-CHARTERED ASSOCIATION ACTIVITIES. The ability of state-chartered
associations to engage in any state-authorized activities or make any
state-authorized investments is limited if such activity is conducted or
investment is made in a manner different than that permitted for, or subject to
different terms and conditions than those imposed on, federally chartered
savings associations. Engaging as a principal in any such activity or investment
not permissible for a federal association is subject to approval by the FDIC.
Such approval will not be granted unless certain capital requirements are met
and there is not a significant risk to the FDIC insurance fund. All of Winton's
activities and investments at September 30, 1996, were permissible for a federal
association.

FRB RESERVE REQUIREMENTS

        FRB regulations currently require savings associations to maintain
reserves of 3% of net transaction accounts (primarily NOW accounts) up to $49.3
million of such accounts (subject to an exemption of up to $4.4 million), and of
10% of net transaction accounts in excess of $49.3 million. At September 30,
1996, Winton was in compliance with this reserve requirement.

FEDERAL HOME LOAN BANKS

        The Federal Home Loan Banks provide credit to their members in the form
of advances. Winton is a member of the FHLB and must maintain an investment in
the capital stock of the FHLB in an amount equal to the greater of 1.0% of the
aggregate outstanding principal amount of Winton's residential mortgage loans,
home purchase contracts and similar obligations at the beginning of each year,
or 5% of its advances from the FHLB. Winton is in compliance with this
requirement with an investment in stock of the FHLB of $2.4 million at September
30, 1996.

        Upon the origination or renewal of a loan or advance, the FHLB is
required by law to obtain and maintain a security interest in collateral in one
or more of the following categories: fully disbursed, whole first mortgage loans
on improved residential property or securities representing a whole interest in
such loans; securities issued, insured or guaranteed by the United States
government or an agency thereof; deposits in any Federal Home Loan Bank; or
other real estate related collateral (up to 30% of the member association's
capital) acceptable to the FHLB, if such collateral has a readily ascertainable
value and the FHLB can perfect its security interest in the collateral.

        The FHLB is required to establish standards of community investment or
service that its members must maintain for continued access to long-term
advances. The standards take into account a member's performance under the
Community Reinvestment Act and its record of lending to first-time home buyers.
All long-term advances by the FHLB must be made only to provide funds for
residential housing finance. The FHLB has established an "Affordable Housing
Program" to subsidize the interest rate of advances to member associations
engaged in lending for long-term, low- and moderate-income, owner-occupied and
affordable rental housing at subsidized rates. The FHLB reviews and accepts
proposals for subsidies under that program twice a year. Winton has participated
in this program.

TAXATION

         FEDERAL TAXATION. WFC and Winton are both subject to the federal tax
laws and regulations which apply to corporations generally. Prior to the
enactment of the Small Business Jobs Protection Act (the "Act"), which was
signed into law on August 21, 1996, certain thrift institutions, such as Winton,
were allowed deductions for bad debts under methods more favorable than those
granted to other taxpayers. Qualified thrift institutions could compute
deductions for bad debts using either the specific charge off method of Section
166 of the Code or the reserve method of Section 593 of the Code.

         Under Section 593, a thrift institution annually could elect to deduct
bad debts under either (i) the "percentage of taxable income" method applicable
only to thrift institutions, or (ii) the "experience" method that also was
available to small banks. Under the "percentage of taxable income" method, a
thrift institution generally was allowed a deduction for an addition to its bad
debt reserve equal to 8% of its taxable income (determined without regard to
this deduction and with additional adjustments). Under the experience method, a
thrift institution was generally allowed a deduction for an addition to its bad
debt reserve equal to the greater of (i) an amount based on its actual average
experience for losses in the current and five preceding taxable years, or (ii)
an amount necessary to restore the reserve to its balance as of the close of the
base year. A thrift institution could elect annually to compute its allowable
addition to bad debt reserves for qualifying loans either under the experience
method or the percentage of taxable income method. For tax years 1995 and 1994,
Winton used 



                                      -31-
<PAGE>   32

the percentage of taxable income method because such method provided a higher
bad debt deduction than the experience method.

         Section 1616(a) of the Act repealed the Section 593 reserve method of
accounting for bad debts by thrift institutions, effective for taxable years
beginning after 1995. Thrift institutions that are treated as small banks are
allowed to utilize the experience method applicable to such institutions, while
thrift institutions that are treated as large banks are required to use only the
specific charge off method. The percentage of taxable income method of
accounting for bad debts is no longer available for any financial institution.

         A thrift institution required to change its method of computing
reserves for bad debt will treat such change as a change in the method of
accounting, initiated by the taxpayer and having been made with the consent of
the Secretary of the Treasury. Section 481(a) of the Code requires certain
amounts to be recaptured with respect to such change. Generally, the amounts to
be recaptured will be determined solely with respect to the "applicable excess
reserves" of the taxpayer. The amount of the applicable excess reserves will be
taken into account ratably over a six-taxable year period, beginning with the
first taxable year beginning after 1995, subject to the residential loan
requirement described below. In the case of a thrift institution that is treated
as a large bank, the amount of the institution's applicable excess reserves
generally is the excess of (i) the balances of its reserve for losses on
qualifying real property loans (generally loans secured by improved real estate)
and its reserve for losses on nonqualifying loans (all other types of loans) as
of the close of its last taxable year beginning before January 1, 1996, over
(ii) the balances of such reserves as of the close of its last taxable year
beginning before January 1, 1988 (i.e., the "pre-1988 reserves"). In the case of
a thrift institution that is treated as a small bank, like Winton, the amount of
the institution's applicable excess reserves generally is the excess of (i) the
balances of its reserve for losses on qualifying real property loans and its
reserve for losses on nonqualifying loans as of the close of its last taxable
year beginning before January 1, 1996, over (ii) the greater of the balance of
(a) its pre-1988 reserves or (b) what the thrift's reserves would have been at
the close of its last year beginning before January 1, 1996, had the thrift
always used the experience method.

         For taxable years that begin after December 31, 1995, and before
January 1, 1998, if a thrift meets the residential loan requirement for a tax
year, the recapture of the applicable excess reserves otherwise required to be
taken into account as a Code Section 481(a) adjustment for the year will be
suspended. A thrift meets the residential loan requirement if, for the tax year,
the principal amount of residential loans made by the thrift during the year is
not less than its base amount. The "base amount" generally is the average of the
principal amounts of the residential loans made by the thrift during the six
most recent tax years beginning before January 1, 1996.

         A residential loan is a loan as described in Section 7701(a)(19)(C)(v)
(generally a loan secured by residential or church property and certain mobile
homes), but only to the extent that the loan is made to the owner of the
property.

         The balance of the pre-1988 reserves is subject to the provisions of
Section 593(e), as modified by the Act, which requires recapture in the case of
certain excessive distributions to shareholders. The pre-1988 reserves may not
be utilized for payment of cash dividends or other distributions to a
shareholder (including distributions in dissolution or liquidation) or for any
other purpose (except to absorb bad debt losses). Distribution of a cash
dividend by a thrift institution to a shareholder is treated as made: first, out
of the institution's post-1951 accumulated earnings and profits; second, out of
the pre-1988 reserves; and third, out of such other accounts as may be proper.
To the extent a distribution by Winton to WFC is deemed paid out of its pre-1988
reserves under these rules, the pre-1988 reserves would be reduced and Winton's
gross income for tax purposes would be increased by the amount which, when
reduced by the income tax, if any, attributable to the inclusion of such amount
in its gross income, equals the amount deemed paid out of the pre-1988 reserves.
As of September 30, 1996, Winton's pre-1988 reserves for tax purposes totaled
approximately $1.4 million. Winton believes it had approximately $12.0 million
of accumulated earnings and profits for tax purposes as of September 30, 1996,
which would be available for dividend distributions, provided regulatory
restrictions applicable to the payment of dividends are met. No representation
can be made as to whether Winton will have current or accumulated earnings and
profits in subsequent years.

         In addition to the regular income tax, WFC and Winton are subject to a
minimum tax. An alternative minimum tax is imposed at a minimum tax rate of 20%
on "alternative minimum taxable income" (which is the sum of a corporation's
regular taxable income, with certain adjustments, and tax preference items),
less any available exemption. Such tax preference items include interest on
certain tax-exempt bonds issued after August 7, 1986. In addition, 75% of the
amount by which a corporation's "adjusted current earnings" exceeds its
alternative minimum taxable income computed 



                                      -32-
<PAGE>   33

without regard to this preference item and prior to reduction by net operating
losses, is included in alternative minimum taxable income. Net operating losses
can offset no more than 90% of alternative minimum taxable income. The
alternative minimum tax is imposed to the extent it exceeds the corporation's
regular income tax. Payments of alternative minimum tax may be used as credits
against regular tax liabilities in future years. In addition, for taxable years
after 1986 and before 1996, WFC and Winton are also subject to an environmental
tax equal to 0.12% of the excess of alternative minimum taxable income for the
taxable year (determined without regard to net operating losses and the
deduction for the environmental tax) over $2.0 million.

         The tax returns of Winton have been audited or closed without audit
through fiscal year 1992. In the opinion of management, any examination of open
returns would not result in a deficiency which could have a material adverse
effect on the financial condition of Winton.

        OHIO TAXATION. WFC is subject to the Ohio corporation franchise tax,
which, as applied to WFC, is a tax measured by both net earnings and net worth.
The rate of tax is the greater of (i) 5.1% on the first $50,000 of computed Ohio
taxable income and 8.9% of computed Ohio taxable income in excess of $50,000 or
(ii) 0.582% times taxable net worth.

        In computing its tax under the net worth method, WFC may exclude 100% of
its investment in the capital stock of Winton after the Conversion, as reflected
on the balance sheet of WFC, in computing its taxable net worth as long as it
owns at least 25% of the issued and outstanding capital stock of Winton. The
calculation of the exclusion from net worth is based on the ratio of the
excludable investment (net of any appreciation or goodwill included in such
investment) to total assets multiplied by the net value of the stock. As a
holding company, WFC may be entitled to various other deductions in computing
taxable net worth that are not generally available to operating companies.

        A special litter tax is also applicable to all corporations, including
WFC, subject to the Ohio corporation franchise tax other than "financial
institutions." If the franchise tax is paid on the net income basis, the litter
tax is equal to .11% of the first $50,000 of computed Ohio taxable income and
 .22% of computed Ohio taxable income in excess of $50,000. If the franchise tax
is paid on the net worth basis, the litter tax is equal to .014% times taxable
net worth.

        Winton is a "financial institution" for State of Ohio tax purposes. As
such, it is subject to the Ohio corporate franchise tax on "financial
institutions," which is imposed annually at a rate of 1.5% of Winton's book net
worth determined in accordance with generally accepted accounting principles. As
a "financial institution," Winton is not subject to any tax based upon net
income or net profits imposed by the State of Ohio.

                                      -33-
<PAGE>   34

ITEM 2. DESCRIPTION OF PROPERTY

        The following table sets forth certain information at September 30,
1996, regarding the properties on which the main office and each branch office
of Winton is located:
<TABLE>
<CAPTION>

                                 Owned                       Date              Square                 Net
Location                         or leased                 acquired            footage           book value(1)
--------                         ---------                 --------            -------           -------------
                                                                                                (In thousands)

<S>                           <C>                        <C>                 <C>              <C>
Main office:

5511 Cheviot Road                owned/leased                1967               8,600               $1,103
Cincinnati, Ohio  45247

Branch offices:

601 Main Street                  leased                      N/A                4,100                  -
Cincinnati, Ohio  45202

4517 Vine Street
Cincinnati, Ohio  45217          owned                       1932               2,600                $107

10575 Harrison Avenue
Harrison, Ohio  45030            owned                       1981               4,800                $139

7014 Vine Street
Cincinnati, Ohio  45216          owned                       1897               3,200                $580

<FN>
-----------------------------

(1)  Net book value amounts are for land, building and improvements.

</TABLE>

         Winton also owns furniture, fixtures and various bookkeeping and
accounting equipment. The net book value of Winton's investment in office
premises and equipment totaled $2.7 million at September 30, 1996.

        In January 1990, Winton entered into a lease agreement pursuant to which
it leases a building containing approximately 3,750 square feet adjacent to
Winton's main office on Cheviot Road. The initial term of the lease was three
years, renewable for seven successive three year periods. Winton has the right
to purchase the building during the term of the lease. In January 1996 the lease
was renewed for an additional three year period.

ITEM 3. LEGAL PROCEEDINGS

        Neither WFC nor Winton is presently involved in any legal proceedings of
a material nature. From time to time, Winton is a party to legal proceedings
incidental to its business to enforce its security interest in collateral
pledged to secure loans made by Winton.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        There were no matters submitted to a vote of the shareholders of WFC
during the last quarter of fiscal year ended September 30, 1996.


                                      -34-
<PAGE>   35

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

        The information contained in those portions of the Annual Report to
Shareholders for the fiscal year ended September 30, 1996 (the "Annual Report"),
which are included in Exhibit 13 hereto under the caption "MARKET PRICE OF
WINTON FINANCIAL'S COMMON SHARES AND RELATED SECURITY HOLDER MATTERS" is
incorporated herein by reference.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         The information contained in those portions of the Annual Report
included in Exhibit 13 hereto under the caption "MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" is incorporated
herein by reference.

ITEM 7. CONSOLIDATED FINANCIAL STATEMENTS

        The Consolidated Financial Statements contained in those portions of the
Annual Report included in Exhibit 13 hereto are incorporated herein by
reference.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

        Not applicable.


                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT

        The information contained in the definitive Proxy Statement for the 1996
Annual Meeting of Shareholders of Winton Financial Corporation (the "Proxy
Statement"), which is included in Exhibit 20 hereto, under the captions "BOARD
OF DIRECTORS," "EXECUTIVE OFFICERS" and "VOTING SECURITIES AND OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" is incorporated herein by reference.

ITEM 10. EXECUTIVE COMPENSATION

         The information contained in the Proxy Statement, which is included in
Exhibit 20 hereto, under the caption "COMPENSATION OF EXECUTIVE OFFICERS AND
DIRECTORS" is incorporated herein by reference.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The information  contained in the Proxy Statement,  which is included 
in Exhibit 20 hereto, under the caption "VOTING SECURITIES AND OWNERSHIP OF 
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" is incorporated herein by reference.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        Not applicable

                                      -35-
<PAGE>   36

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

          (a) Exhibits

                    Item 2     Agreement and Plan of Reorganization

                    Item 3     Amended Articles of Incorporation and Code of
                               Regulations

                    Item 10    Material Contracts

                    Item 13    Portions of the Annual Report to Shareholders

                    Item 20    Proxy Statement for 1997 Meeting of Shareholders

                    Item 21    Subsidiaries of the Registrant

                    Item 27    Financial Data Schedule

                    Item 99    Safe Harbor Under the Private Securities 
                               Litigation Reform Act of 1995

          (b) No current report on Form 8-K was filed by WFC during the
last quarter of the fiscal year covered by this Report.


                                      -36-
<PAGE>   37

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                          WINTON FINANCIAL CORPORATION


                                          By  /s/ Robert L. Bollin
                                             ----------------------------------
                                              Robert L. Bollin,
                                              President, Chief Executive
                                              Officer and a Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been duly signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.


By /s/ Jill M. Burke                            By /s/ Robert J. Bollin
  -------------------------------                 -----------------------------
  Jill M. Burke,                                  Robert J. Bollin,
  Principal Financial Officer                     Director
  and Principal Accounting
  Officer


Date:  December 20, 1996                        Date:  December 20, 1996


By /s/ Robert E. Hoeweler,                      By 
  -------------------------------                 -----------------------------
  Robert E. Hoeweler,                             Thomas H. Humes,
  Director                                        Director


Date:  December 20, 1996                        Date:  December 20, 1996


By /s/ Timothy M. Mooney                        By /s/ William J. Parchman
  -------------------------------                 -----------------------------
  Timothy M. Mooney,                              William J. Parchman,
  Director                                        Director


Date:  December 20, 1996                        Date:  December 20, 1996


By /s/ Henry L. Schulhoff                       By /s/ J. Clay Stinnett
  -------------------------------                 -----------------------------
  Henry L. Schulhoff,                              J. Clay Stinnett,
  Director                                         Director


Date:  December 20, 1996                        Date:  December 20, 1996


                                      -38-
<PAGE>   38

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>

EXHIBIT
NUMBER     DESCRIPTION                                                   PAGE NUMBER

  <S>                                                                   <C>
     2      Agreement and Plan of Reorganization dated June 15, 1995,    Incorporated by Reference to the
            by and among Winton Financial Corporation, The Winton        Pre-Effective Amendment to the Registration
            Savings and Loan Co. and Blue Chip Savings Bank, as          Statement on Form S-4 filed by WFC on
            amended September 25, 1995                                   November 6, 1995 with the Securities and
                                                                         Exchange Commission ("SEC"), Annex A to
                                                                         Prospectus and Joint Proxy Statement

     3.1    Articles of Incorporation, as amended through February 1,    Incorporated by reference to the Current 
            1995, of Winton Financial Corporation                        Report on Form 8-K dated June 21, 1995 and
                                                                         filed by WFC (the "8-K") with the SEC,
                                                                         Exhibit 4a

     3.2    Regulations of Winton Financial Corporation                  Incorporated by reference to the current
                                                                         annual report on the 8-K filed by WFC with
                                                                         the SEC, Exhibit 4b


     10.1   The Winton Savings and Loan Co. Employee                     Incorporated by reference to the Form  S-4
            Stock Ownership Plan                                         Registration Statement filed by WFC with
                                                                         the SEC on November 30, 1989 (the "1989
                                                                         Form S-4")

     10.2   Amendment No. 1 to the Winton Savings and                    Incorporated by reference to the Annual
            Loan Co. Employee Stock Ownership Plan                       Report on Form 10-K in the fiscal year
                                                                         ended September 30, 1990, filed by WFC with
                                                                         the Securities and Exchange Commission on
                                                                         December 31, 1990

     10.3   Amendment No. 2 to The Winton Savings and                    Incorporated by reference to the Annual
            Loan Co. Employee Stock Ownership Plan                       Report on Form 10-K in the fiscal year
                                                                         ended September 30, 1990, filed by WFC with
                                                                         the SEC on December 31, 1990

     10.4   The Winton Savings and Loan Co. 1988                         Incorporated by reference to the definitive
            Employee Stock Option and Incentive Plan                     Proxy Statement for the 1995 Annual Meeting
                                                                         of Shareholders filed by WFC with the SEC
                                                                         on January 6, 1995

     10.5  Employment Agreement between WFC, Winton and Robert L.        Incorporated by reference to Quarterly
           Bollin, dated May 1, 1996                                     Report on Form 10-QSB for the quarter ended
                                                                         June 30, 1996, filed by WFC with the SEC in
                                                                         August 1996 (the "6/96 10-QSB")

     10.6  Employment Agreement between WFC, Winton and Gregory J.       Incorporated by reference to the 6/96 10-QSB
           Bollin, dated May 1, 1996

     10.7  Employment Agreement between WFC, Winton and James M.         Incorporated by reference to the 6/96 10-QSB
           Brigger, dated May 1, 1996
</TABLE>

                                      -39-
<PAGE>   39
<TABLE>
  <S>                                                                     <C>

     10.8      Employment Agreement between WFC, Winton and Jill M. Burke,   Incorporated by reference to the 6/96 10-QSB
               dated May 1, 1996

     10.9      Employment Agreement between WFC, Winton and Mary Ellen       Incorporated by reference to the 6/96 10-QSB
               Lovett

     10.10     Employment Agreement between WFC, Winton and Anthony G.       Incorporated by reference to the 6/96 10-QSB
               Gerstner, dated May 1, 1996

     13        Winton Financial Corporation 1996 Annual Report to
               Shareholders

     20        Proxy Statement for the 1997 Annual Meeting of Shareholders
               of Winton Financial Corporation

     21        Subsidiaries of the Registrant.

     27        Financial Data Schedule

     99        Safe Harbor Under the Private Securities Litigation
               Reform Act of 1995
</TABLE>



                                      -40-