U.S. Securities and Exchange Commission

                             Washington, D.C. 20549

                                    FORM 10-K

(Mark One)

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

             For the Fiscal Year September 30, 1999
                                       OR

    [   ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                EXCHANGE ACT OF 1934

       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 jurisdication 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)

Indicate by check mark whether the Registrant (1) has 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 [  ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

State the issuer's revenues for its most recent fiscal year:  $35.1 million

Based upon the last sale  price  quoted by The  American  Stock  Exchange  as of
December  17,  1999,  the  aggregate  market  value of the voting  stock held by
non-affiliates of the Registrant, on that date was $40.3 million.

At December 20, 1999,  there were  4,405,214 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 99.1.
Part II of Form 10-KSB:    Portions of the Annual Report to  Shareholders  for
                           the fiscal year ended September 30, 1999, in
                           Exhibit 13.
Part III of Form 10-KSB:   Proxy Statement for 2000 Annual Meeting of
                           Shareholders in Exhibit 20.






<PAGE>
                                     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.  As a  unitary
savings and loan holding company, WFC, through Winton, is engaged in the savings
and loan business.

        On June 11, 1999, BenchMark Federal Savings Bank ("BMF") merged with and
into Winton (the  "Merger").  As a result of the Merger,  Winton  acquired $54.6
million in assets,  $38.9  million in deposits and branch  offices in Montgomery
and  Finneytown,  Ohio.  The Merger was  accounted for as a pooling of interests
and, accordingly,  all financial information herein has been restated to reflect
such merger as of October 1, 1994.

        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.

        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, Federal Home Loan Bank ("FHLB") advances and the sale of loans.
Interest earned on 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 seven 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,  Gallatin  and Kenton.  In August  1998,
Winton opened its first loan production office, located in Western Hills.

        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 FHLB of Cincinnati.

Forward-Looking Statements

        When used in this Form 10-K, the words or phrases "will likely  result,"
"are expected to," "will continue," "is anticipated,"  "estimated," "projected,"
or similar  expressions  are intended to identify  "forward-looking  statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. Such
statements are subject to certain risks and uncertainties,  including changes in
economic  conditions in Winton's market area,  changes in policies by regulatory
agencies,  fluctuations in interest  rates,  demand for loans in Winton's market
area and competition. Such risks and uncertainties could cause actual results to
differ  materially from historical  earnings and those presently  anticipated or
projected.  Factors listed above could affect WFC's  financial  performance  and
could cause WFC's actual  results for future periods to differ  materially  from
any statements  expressed with respect to future periods. See Exhibit 99 hereto,
"Safe Harbor Under the Private Securities  Litigation Reform Act of 1995," which
is incorporated herein by reference.

        WFC does not undertake,  and specifically  disclaims any obligation,  to
publicly   revise  any   forward-looking   statements   to  reflect   events  or
circumstances  after the date of such statements or to reflect the occurrence of
anticipated or unanticipated events.


                                      -2-
<PAGE>
Lending Activities

        General.  Winton's  principal  lending  activity is the  origination  of
conventional  fixed-rate and variable-rate mortgage loans for the acquisition or
construction  of one- to  four-family  residences  located in  Winton's  primary
market area, as well as loans  secured by  nonresidential  properties  and loans
secured by multifamily properties, including construction and permanent mortgage
loans on condominiums  and multi-unit  properties.  Winton also originates loans
insured by the Federal  Housing  Administration  and  guaranteed by the Veterans
Administration,  both of which Winton  sells into the  secondary  market.  Loans
secured by nonresidential  properties,  including retail, office and other types
of  business  facilities,   are  also  originated  by  Winton.  In  addition  to
residential and nonresidential  real estate lending,  Winton originates consumer
loans, including passbook, automobile,  secured, unsecured, home improvement and
home equity line of credit loans.

        Winton maintains a 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 the pool of
mortgages.  FHLMC,  FNMA  and  GNMA  securities  are  each  guaranteed  by their
respective  agencies  as  to  principal  and  interest.   See   "Mortgage-Backed
Securities."

        Winton's  portfolio  of loans,  loans held for sale and  mortgage-backed
securities totaled approximately $427.5 million, in the aggregate,  at September
30, 1999, and represented 91.7% of total assets.

        Loan and  Mortgage-Backed  Securities  Maturity Schedule.  The following
table sets forth certain  information,  as of September 30, 1999,  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.  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 over
                                   Due in     Due in     Due in      5 years after   10 years after   10 years after
                                   2000         2001      2002          9/30/99         9/30/99          9/30/99        Total
<S>                                 <C>         <C>       <C>              <C>             <C>              <C>           <C>
                                                                      (In thousands)
Mortgage loans (1):
     One- to-four family
       residential (2)(3)       $17,581     $   309    $   716         $ 2,248         $18,975          $186,757     $226,586
     Multifamily residential        955         589         17           3,788          11,814            63,146       80,309
     Land and lot                 1,769         394        263             735              71             1,314        4,546
     Nonresidential               5,034         776        554           1,775          15,974            50,120       74,233
     Construction                32,025         630          -               -               -                 -       32,655
Mortgage-backed securities -
  held to maturity                    -           1          6             449             186             12,891      13,533
Mortgage-backed securities -
  available for sale                  -           -          -               -               -                410         410

Nonmortgage loans:
     Consumer and other
       loans (4)                  5,788         537        945           3,055             816                568      11,709
                                 ------       -----      -----          ------          ------            -------     -------

Total loans and mortgage-
  backed securities             $63,152      $3,236     $2,501         $12,050         $47,836           $315,206    $443,981
                                 ======       =====      =====          ======          ======            =======     =======
</TABLE>

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

(1)  Includes second mortgages.
(2)  Includes home equity line of credit loans underwritten on the same basis as
     first mortgage loans.
(3)  Includes  loans held for sale,  which are  recorded at the lower of cost or
     market value.
(4)  Includes  lines of credit  made to  businesses  which are secured by assets
     other than real estate.


                                      -3-

<PAGE>
        The following table sets forth, at September 30, 1999, 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>

                                                       Predetermined          Floating or
                                                            rates         adjustable rates
                                                                 (In thousands)
<S>                                                         <C>                   <C>
Real estate mortgage loans                                $281,583              $134,254
Loans held for sale                                          2,492                     -
Consumer and other loans (1)                                 7,331                 4,378
Mortgage-backed securities - held to maturity                  280                13,253
Mortgage-backed securities - available for sale                  -                   410
                                                           -------               -------
   Total                                                  $291,686              $152,295
                                                           =======               =======
</TABLE>

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

(1)  Includes  lines of credit in the  aggregate  amount of $4.1 million made to
     businesses which are secured by assets other than real estate.

































                                      -4-
<PAGE>
         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
                                                         1999                     1998                     1997
                                                  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                      $  20,312        4.8%     $ 18,569        5.0%   $ 14,855        4.4%
       Loans on existing properties (1)            224,094       52.3       181,662       49.3     178,650       52.9
       Loans held for sale                           2,492         .6         8,253        2.2       4,210        1.3
     Multifamily
       Interim construction                          2,614         .6         1,715         .5       1,500         .4
       Loans on existing properties                 80,309       18.8        76,399       20.8      72,757       21.5
     Land and lot                                    4,546        1.1         5,941        1.6       5,024        1.5
     Nonresidential real estate
       Interim construction                          9,729        2.3         9,782        2.7       1,401         .4
       Loans on existing properties                 74,233       17.4        56,294       15.3      44,671       13.2
   Mobile home loans                                   259          -           134         -           97         -
   Consumer and other loans (2)                     11,450        2.7         8,269        2.2       5,209        1.6
   Mortgage-backed securities - held
     to maturity                                    13,533        3.2        16,236        4.4      19,350        5.7
   Mortgage-backed securities - available
     for sale                                          410         .1           565         .2         799         .2
                                                   -------      -----       -------      -----     -------      -----
                                                   443,981      103.9       383,819      104.2     348,523      103.1
Less:
  Loans in process                                 (15,070)      (3.6)      (14,321)      (3.9)     (8,986)      (2.7)
  Deferred loan origination fees                      (486)       (.1)         (411)       (.1)       (652)       (.1)
  Allowance for loan losses                           (932)       (.2)         (917)       (.2)       (906)       (.3)
                                                   -------      -----       -------      -----     -------      -----

    Total loans and mortgage-backed
      securities                                  $427,493      100.0%     $368,170      100.0%   $337,979      100.0%
                                                   =======      =====       =======      =====     =======      =====

Type of security:
  Residential
    One- to four-family                           $244,406       57.2%     $200,231       54.3%   $193,505       57.3%
    Multifamily residential                         82,923       19.4        78,114       21.3      74,257       21.9
    Loans held for sale                              2,492         .6         8,253        2.2       4,210        1.3
  Nonresidential real estate                        83,962       19.6        66,076       17.9      46,072       13.6
  Land and lot                                       4,546        1.1         5,941        1.6       5,024        1.5
  Mortgage-backed securities                        13,943        3.3        16,801        4.6      20,149        5.9
  Deposit accounts                                     478         .1           390         .1         584         .2
  Other                                             11,231        2.6         8,013        2.2       4,722        1.4
                                                   -------      -----       -------      -----     -------      -----
                                                   443,981      103.9       383,819      104.2     348,523      103.1
Less:
  Loans in process                                 (15,070)      (3.6)      (14,321)      (3.9)     (8,986)      (2.7)
  Deferred loan origination fees                      (486)       (.1)         (411)       (.1)       (652)       (.1)
  Allowance for loan losses                           (932)       (.2)         (917)       (.2)       (906)       (.3)
                                                   -------      -----       -------      -----     -------      -----

Total loans and mortgage-backed securities        $427,493      100.0%     $368,170      100.0%   $337,979      100.0%
                                                   =======      =====       =======      =====     =======      =====
</TABLE>


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

(1)  Includes first and second mortgage loans and home equity lines of credit.

(2)  Includes  lines of credit in the  aggregate  amount of $4.1 million made to
     businesses which are secured by assets other than real estate.


                                      -5-
<PAGE>
        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 one-  to  four-family  residential  properties
located within Winton's primary market area. Each of these loans is secured by a
mortgage on the underlying real estate and  improvements  thereon.  At September
30, 1999,  $226.6  million,  or 52.9% of Winton's  total  outstanding  loans and
mortgage-backed  securities,  consisted of loans (excluding  construction loans)
secured  by 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 Winton 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 with recourse.  Generally,  Winton requires  private  mortgage  insurance
and/or charges premium interest rates for loans over 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.  Of the total  mortgage  loans  originated by Winton during the fiscal
year ended September 30, 1999, 11.4% were ARMs and 88.6% were fixed-rate.

        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.

        At September 30, 1999, Winton had nonperforming  loans totaling $200,000
in its one- to  four-family  portfolio.  Winton  considers a loan  nonperforming
when, in the opinion of management, the collection of additional interest on the
loan is  unlikely,  the  loan  meets  non-accrual  criteria  as  established  by
regulatory  authorities,  or the loan is accruing  interest  but is more than 90
days past due. One- to four-family loans constituted  $169.7 million  (excluding
construction  loans),  or 59.2%,  of the $286.5  million of loans  originated in
fiscal 1999.

        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.  At September 30, 1999,
loans secured by multifamily  properties (excluding  construction loans) totaled
approximately  $80.3  million,  or  18.8%  of total  loans  and  mortgage-backed
securities.

        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.

        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.  Adjustable-rate multifamily residential loans are currently made with
the same  adjustment  schedules,  indexes  and  caps as for one- to  four-family
residential ARMs, with a margin of 3% over the index.



                                      -6-
<PAGE>

        Winton had no nonperforming  loans secured by multifamily  properties at
September 30, 1999,  which were  classified  as real estate  owned.  Multifamily
loans (excluding  construction loans) constituted $23.4 million, or 8.2%, of the
$286.5 million of loans originated in fiscal 1999.

        Land  and Lot  Loans.  Winton  originates  loans to  individuals  and to
builders  secured by mortgages on  unimproved  developed  real estate upon which
residential  properties  will be  constructed.  The $4.5  million  in land loans
outstanding  at September  30, 1999,  consisted of loans to a large  residential
subdivision  developer,  and  loans to  individuals  and  builders  used for the
acquisition of  residential  building  lots.  Such land and lot loans  comprised
approximately 1.1% of the total loans and mortgage-backed  securities  portfolio
at September 30, 1999.  The largest land and lot loan  outstanding  at September
30,  1999,  was a $1.5  million  loan  secured by property to be  developed  for
multifamily, condominium and single-family dwellings.

        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.

        A developed  building lot loan is generally made for a 20-year term with
a five-year  balloon  payment of principal due upon  expiration of the loan term
and generally a maximum LTV of 75%.

        Winton had no nonperforming  loans secured by unimproved  developed real
estate at September 30, 1999. Land and lot loans  constituted  $2.6 million,  or
 .9%, of the $286.5 million of loans originated in fiscal 1999.

        Nonresidential  Real Estate  Loans.  At September  30, 1999,  Winton has
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, 1999,  was a $2.2  million  loan  secured by a golf  course.  Nonresidential
permanent loans (excluding construction loans) comprised $74.2 million, or 17.4%
of total loans and mortgage-backed securities at September 30, 1999.

        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.

        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 in "One- to Four-Family Residential Real Estate Loans."

        Winton had no nonperforming  loans in its nonresidential  loan portfolio
at September  30, 1999.  Nonresidential  loans  (excluding  construction  loans)
constituted $20.6 million, or 7.2%, of the $286.5 million of loans originated in
fiscal 1999.

        Federal  regulations limit the amount of  nonresidential  mortgage loans
which an  association  may make to 400% of its capital.  At September  30, 1999,
Winton's  nonresidential  permanent  mortgage  loans totaled  231.0% 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, 1999,
a total of $32.7  million,  or  approximately  7.7%, of Winton's total loans and
mortgage-backed securities, consisted of construction loans.


                                      -7-
<PAGE>
        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
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 properties 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,  Gallatin and Kenton. The economy of such
lending area has been relatively stable over the three years ended September 30,
1999.

        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  fixed- or  adjustable-rate  loans at the end of the  construction
period. Such permanent loans may or may not be obtained from Winton.

        At September 30, 1999, Winton had no nonperforming  construction  loans.
Construction loans constituted $42.8 million, or 14.9%, of the $286.5 million of
loans originated in fiscal 1999.

        Mobile Home Loans. To a very limited extent,  Winton originates loans on
both new and used mobile homes. At September 30, 1999, the aggregate outstanding
principal  balance of mobile home loans in Winton's  portfolio was approximately
$259,000, or less than .1% of total loans and mortgage-backed  securities.  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.

        Loans that are  secured by rapidly  depreciating  assets  such as mobile
homes may entail greater risk than residential loans. The repossessed collateral
may not provide an adequate source of repayment of the outstanding loan balance.
The risk of default on such loans  increases  during periods of recession,  high
unemployment and other adverse economic conditions.

        Federal  regulations  permit an association to invest without limitation
in mobile home loans.

        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,  lines of credit to businesses  secured by non-real  estate assets and
unsecured  personal  loans.  At  September  30,  1999,  consumer and other loans
constituted $11.5 million,  or 2.7%, of Winton's total loans and mortgage-backed
securities and 2.5% of total assets.

        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.  Consumer loans,
particularly  consumer  loans  that are  unsecured  or are  secured  by  rapidly
depreciating   assets  such  as  automobiles,   may  entail  greater  risk  than
residential loans.  Repossessed collateral for a defaulted consumer loan may not
provide an adequate  source of repayment of the  outstanding  loan balance.  The
risk of default on consumer loans  increases  during periods of recession,  high
unemployment and other adverse economic conditions.

        Although Winton has not had significant delinquencies on consumer loans,
no assurance can be provided that delinquencies will not increase.  At September
30, 1999, Winton had  nonperforming  loans totaling $46,000 in its consumer loan
portfolio.  Consumer loans  constituted  $27.4  million,  or 9.6%, of the $286.5
million of loans originated in fiscal 1999.

        Mortgage-Backed  Securities.  In the recent past,  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,  1999,
mortgage-backed securities totaled approximately $13.9 million, or 3.3% of total
loans  and   mortgage-backed   securities.   All  but   $410,000   of   Winton's


                                      -8-
<PAGE>

mortgage-backed  securities at September 30, 1999, 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
$13.5 million in  mortgage-backed  securities  held to maturity at September 30,
1999, was $13.1 million. The remaining $410,000 in mortgage-backed securities at
September 30, 1999,  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 portfolio of mortgage-backed  pass-through securities
in the form of FHLMC, FNMA and 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
the 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").  CMOs are mortgage derivative products,  secured by an underlying pool
of mortgages.  Winton has no ownership interest in the mortgages,  except to the
extent they serve as collateral.  Payment streams from the mortgages  serving as
collateral 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 secured by the underlying  collateral.  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  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,  1999,   $13.7  million,   or  98.0%,   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  "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, 1999                         At September 30, 1998
                                          Gross       Gross                                  Gross      Gross
                             Amortized  unrealized  unrealized    Estimated    Amortized  unrealized  unrealized    Estimated
                                cost       gains      losses      fair value      cost       gains      losses     fair value
                                                                   (In thousands)
<S>                             <C>         <C>        <C>           <C>          <C>         <C>         <C>          <C>
Mortgage-backed securities
   held to maturity:
   FHLMC participation       $ 4,589        $ 9       $(228)       $ 4,370      $ 6,808       $11      $ (95)       $ 6,724
   FNMA participation          3,995          -        (180)         3,815        4,033         1        (98)         3,936
   GNMA participation            655         10          (7)           658          889         9         (1)           897
   CMOs                        4,294          -         (79)         4,215        4,506         -        (40)         4,466
                              ------         --        ----         ------       ------        --       ----         ------
                              13,533         19        (494)        13,058       16,236        21       (234)        16,023
Mortgage-backed securities
   available for sale:
   GNMA participation            403          7           -            410          561         4          -            565
                              ------         --        ----         ------       ------        --       ----         ------
                             $13,936        $26       $(494)       $13,468      $16,797       $25      $(234)       $16,588
                              ======         ==        ====         ======       ======        ==       ====         ======
</TABLE>


                                      -9-
<PAGE>
         The combined amortized cost of  mortgage-backed  and related securities
designated  as held to maturity or available  for sale at September 30, 1999 and
1998, by contractual  terms to maturity are shown below.  Actual  maturities may
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, 1999          September 30, 1998
                                                                   (In thousands)
<S>                                                       <C>                         <C>
   Due after one through three years                    $     7                      $     2
   Due after three years through five years                 449                           62
   Due after five years through ten years                   186                          456
   Due after ten years through twenty years               3,754                        3,160
   Due after twenty years                                 9,540                       13,117
                                                         ------                       ------
                                                        $13,936                      $16,797
                                                         ======                       ======
</TABLE>


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

        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 generally
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  either
to the Loan Committee  and/or the Board of Directors or to the secondary  market
for approval or rejection.  Any loan applications  which are not accepted by the
secondary  market are  reviewed  and  accepted  or  rejected  by  Winton's  Loan
Committee.

        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,  20-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 or
other secondary  mortgage market  participants.  When mortgage loans are sold to
FHLMC or other  secondary  mortgage  market  participants,  Winton  occasionally
retains the servicing on such loans by collecting  monthly payments of principal
and  interest  and  forwarding  such  payments  to the FHLMC or other  secondary
mortgage  market  participants,  net of a servicing  fee;  though  certain loans
originated  with the  assistance  of loan  brokers  are sold with the  servicing
rights released. 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 $99.3 million of fixed-rate loans during fiscal 1999, as
compared to sales of $104.7  million of  fixed-rate  loans and $47.3  million of
fixed- and adjustable-rate loans in fiscal 1998 and fiscal 1997, respectively.


                                      -10-
<PAGE>
        From time to time,  Winton  sells  participation  interests  in mortgage
loans  originated  by  Winton  or  purchases  participation  interests  in loans
originated by other lenders.  During the fiscal years ended  September 30, 1999,
1998 and 1997,  Winton  sold  participation  interests  in loans  totaling  $2.7
million,   $6.7   million   and  $11.4   million,   respectively.   Winton  held
participations  in loans  originated  by other  lenders  of  approximately  $2.6
million at September  30, 1999.  Loans in which Winton  purchases  participation
interests  must meet or exceed the  underwriting  standards  for the loans which
Winton originates.

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

                                                                         Year ended September
                                                       1999                       1998                         1997
                                                Amount         %           Amount          %           Amount          %
                                                                         (Dollars in thousands)
<S>                                              <C>          <C>            <C>          <C>            <C>          <C>
Loans originated:
  Conventional real estate loans:
  One- to four-family
    Construction (1)                           $  33,943      11.8%      $  24,951        10.1%         $23,737       14.9%
    Fixed-rate loans on existing property        146,704      51.2         124,509        50.5           42,391       26.6
    Adjustable-rate loans on existing
     property                                     17,475       6.1          18,168         7.4           19,371       12.1
    FHA/VA                                         5,518       1.9           3,478         1.4                -          -
  Multifamily
    Construction                                   1,694       0.6           1,000         0.4            1,500        0.9
    Fixed-rate loans on existing property         15,477       5.4          15,455         6.3           11,564        7.3
    Adjustable-rate loans on existing
      property                                     7,954       2.8          13,886         5.6           23,957       15.0
  Nonresidential real estate, land and
     loans
    Construction                                   7,206       2.5           5,386         2.2            1,367        0.9
    Fixed-rate loans on existing property         15,978       5.6          16,879         6.8            9,801        6.1
    Adjustable-rate loans on existing
      property                                     7,129       2.5           6,058         2.5            7.791        4.9
  Consumer and other loans (2)                                 9.6          16,653         6.8           18,003       11.3
                                                 -------     -----         -------       -----          -------      -----
      Total loans originated                    $286,492     100.0%       $246,423       100.0%        $159,482      100.0%
                                                 =======     =====         =======       =====          =======      =====

Loans and mortgage-backed securities sold:
  Loans                                         $ 99,255      97.3%       $104,704        94.0%        $ 47,337       80.6%
  Participations                                               2.7           6,729         6.0            1,385       19.4
                                                 -------     -----         -------       -----          -------      -----
      Total                                     $101,985     100.0%       $111,433       100.0%        $ 58,722      100.0%
                                                 =======     =====         =======       =====          =======      =====
Principal Repayments:
  Loans                                         $122,174      97.7%       $101,551        96.9%        $ 74,001       94.1%
  Mortgage-backed securities                       2,813       2.3           3,288         3.1            4,620        5.9
                                                 -------     -----         -------       -----          -------      -----
      Total                                     $124,987     100.0%       $104,839       100.0%        $ 78,621      100.0%
                                                 =======     =====         =======       =====          =======      =====
</TABLE>

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

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

(2)  Consists  primarily of auto and line of credit  disbursements and change in
     loans in process.


        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,


                                      -11-
<PAGE>

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  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  $4.8
million to one borrower at September 30, 1999.  Winton had no outstanding  loans
in excess of such limit at September 30, 1999.

        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,
                                                1999             1998             1997             1996           1995
                                                                        (Dollars in thousands)
<S>                                             <C>              <C>              <C>               <C>            <C>
Loans delinquent
  30 to 59 days                                 $6,259          $7,153            $2,730           $3,620          $2,955
  60 to 89 days                                    384             720               913            1,024           1,356
  90 or more days                                  246           1,144               599            1,845             845
                                                 -----           -----             -----            -----           -----

    Total delinquent loans                      $6,889          $9,017            $4,242           $6,489          $5,156
                                                 =====           =====             =====            =====           =====

Ratio of total delinquent loans to total
  loans (1)                                       1.67%          2.57%              1.33%            2.23%           2.17%
                                                  ====           ====               ====             ====            ====
</TABLE>

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

(1)  Includes loans held for sale.


        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.  Residential  mortgage  loans are  placed on
non-accrual   status  when   either   principal   or   interest  is   considered
uncollectible.  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 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, 1999, is approximately $8,000.

                                      -12-
<PAGE>

        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, 1999, 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,
                                               1999            1998           1997            1996           1995
                                                                      (Dollars in thousands)
<S>                                             <C>            <C>            <C>              <C>            <C>
 Loans accounted for on a non-accrual
   basis: (1)
   Real estate:
     Construction                                $  -          $  859           $  -          $    -          $  -
     Residential                                  104             150            264           1,416           209
     Nonresidential and land                        -               -            179              57           591
   Consumer and other                               -               -              -               3             5
                                                  ---           -----            ---           -----           ---
       Total                                      104           1,009            443           1,476           805

Accruing loans which are
   contractually past due 90 days or
   more:
   Real estate:
     Construction                                   -               -              -               -             -
     Residential                                   96             127            154             173             -
     Nonresidential                                 -               -              -             182            24
   Consumer and other                              46               8              2              14            16
                                                  ---           -----            ---           -----           ---
       Total                                      142             135            156             369            40
                                                  ---           -----            ---           -----           ---
Total of non-accrual and 90 days past
  due loans                                      $246          $1,144           $599          $1,845          $834
                                                  ===           =====            ===           =====           ===

Percentage of total loans                         .06%            .33%           .19%            .63%          .35%
                                                  ===             ===            ===             ===           ===

Other nonperforming assets(2)                    $492          $  595           $647          $  745          $398
                                                  ===           =====            ===           =====           ===

</TABLE>

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

(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 and other repossessed
     assets which are carried at the lower of cost or fair value less  estimated
     selling expenses.


The 118.3%  increase in  nonperforming  loans at the end of fiscal 1996 resulted
from the increased size of the loan portfolio and increased loan  delinquencies.
The 67.5% decline in nonperforming  loans during fiscal 1997 resulted  primarily
from collections on loan accounts  acquired through the Blue Chip merger and BMF
resolving  non-accrual  multi-family  and investment  property loans.  The 91.0%
increase in  nonperforming  loans at the end of fiscal 1998  resulted  primarily
from  construction  loans to one borrower of approximately  $859,000.  The 78.5%
decrease in  non-performing  loans at the end of fiscal 1999 resulted  primarily
from the resolution of the construction loans to one borrower.

        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 characterized by the distinct  possibility that the insured  institution
will sustain some loss if the deficiencies are not corrected.  "Doubtful" assets



                                      -13-
<PAGE>

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.  At September 30, 1999,  Winton had  approximately  $630,000 of
loans designated as special mention.

        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,
1999, was as follows:
<TABLE>
<CAPTION>

                                           At September 30, 1999
                                               (In thousands)
<S>                                                <C>

Substandard                                      $680,824
Doubtful                                           51,088
Loss                                                    -
                                                  -------

  Total classified assets                        $731,912
                                                  =======

</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 appropriate  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,  1999,
Winton's allowance for loan losses totaled $932,000.

















                                      -14-
<PAGE>

        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,
                                              1999              1998             1997            1996            1995
                                                                     (Dollars in thousands)
<S>                                           <C>               <C>             <C>               <C>           <C>
Balance at beginning of period                $917              $905             $954            $764            $723

Charge-offs:
   One- to four-family                         (48)              (64)             (72)            (71)            (45)
   Multifamily and nonresidential
     real estate                               (35)                -                -             (12)           (104)
   Construction                                (81)               (4)               -               -               -
   Consumer                                    (24)               (8)              (5)            (10)             (4)
                                               ---               ---              ---             ---             ---
     Total                                    (188)              (76)             (77)            (93)           (153)

Total recoveries                                43                 2               22               4             106
                                               ---               ---              ---             ---             ---

Net charge-offs                               (145)              (74)             (55)            (89)            (47)

Provision for loan losses                      160                86                6             279              88
                                               ---               ---              ---             ---             ---

Balance at end of period                      $932              $917             $905            $954            $764
                                               ===               ===              ===             ===             ===

Ratio of net charge-offs during the
  period to average loans
  outstanding during the period (1)            .04%              .02%             .02%            .03%            .02%
                                               ===               ===              ===             ===             ===


</TABLE>

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

(1)  During the respective  periods there were $382.7  million,  $342.1 million,
     $302.5  million,  $260.6  million  and  $233.0  million  in  average  loans
     outstanding.


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

                                                                       At September 30,
                                           1999               1998             1997               1996              1995
                                                                         (In thousands)
<S>                                       <C>                 <C>               <C>               <C>               <C>
Specific allowances
  One- to four-family                     $  48               $ 53             $ 40               $ 80               $  -
  Commercial business                         -                  -               24                 25                  -
                                            ---                ---              ---                ---                ---
     Total specific allowances               48                 53               64                105                  -

General allowances
  One- to four-family                       379                396              388                405                378
  Multifamily and nonresidential
    real estate                             375                350              346                339                308
  Construction and development               15                 10                -                  -                  -
  Consumer                                  110                100              100                100                 75
  Commercial business                         5                  8                7                  5                  3
                                            ---                ---              ---                ---                ---
     Total general allowances               884                864              841                849                764
                                            ---                ---              ---                ---                ---
     Total allowance for
       possible loan losses                $932               $917             $905               $954               $764
                                            ===                ===              ===                ===                ===

</TABLE>



                                      -15-
<PAGE>

Investment Activities

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

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

        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,
                                              1999                            1998                            1997
                                     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                       $16,882        $16,774         $14,858        $15,185         $12,585       $12,679
Available for sale:
   U.S. government and agency
     obligations                         4,491          4,528           4,587         4,855            3,088         3,149
   Corporate equity securities             103            975             103           724              103           482
                                        ------         ------          ------        ------           ------        ------
                                         4,594          5,503           4,690         5,579            3,191         3,631
                                        ------         ------          ------        ------           ------        ------
Total                                  $21,476        $22,277         $19,548       $20,764          $15,776       $16,310
                                        ======         ======          ======        ======           ======        ======
</TABLE>


        The  following  table  presents the  contractual  maturities or terms to
repricing of U.S.  Government  and agency  obligations at carrying value and the
weighted-average yields at September 30, 1999:

<TABLE>
<CAPTION>
                                       Maturing within                 Maturing within
                                        one year after               one to five years
                                      September 30, 1999         after September 30, 1999                   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                    $2,355           5.38%         $14,527           5.56%        $16,882           5.53%
Available for sale                     750           7.00            3,741           6.05           4,491           6.22
                                     -----           ----           ------           ----          ------           ----
    Total                           $3,105           5.77%         $18,268           5.66%        $21,373           5.68%
                                     =====           ====           ======           ====          ======           ====

</TABLE>

                                      -16-

<PAGE>
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.  Historically,  deposits have been 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.  In the recent  past Winton has
utilized the services of deposit brokers to market  certificates of deposit.  At
September 30, 1999, the total amount of brokered deposits equaled  approximately
$27.3 million, or 8.7% of total deposits.

        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.  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.

        At September 30, 1999,  Winton's  certificates of deposit totaled $233.6
million,  or 74.9% of  total  deposits.  Of such  amount,  approximately  $153.9
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,  although  brokered  deposits  are less  likely  to renew  than  other
certificates  of deposit.  If there is a significant  deviation from  historical
experience,  Winton can, to a limited extent, utilize additional borrowings from
the FHLB as an  alternative  to this  source  of  funds.  See  "Borrowings"  and
"REGULATION - Federal Home Loan Banks."

        During  fiscal  1999,  1998 and 1997,  Winton  offered  certificates  of
deposit  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 $6.6 million of these certificates of deposit were
outstanding  at September 30, 1999.  Because these  certificates  of deposit are
market  rate  sensitive,   they  increase   Winton's  interest  rate  risk.  See
"Asset/Liability Management."

























                                      -17-
<PAGE>
        The  following  table sets forth the dollar  amount of  deposits  in the
various types of savings programs offered by Winton at September 30, 1999:
<TABLE>
<CAPTION>

                                                                  Percent
                                                                  of total
                                               Amount             deposits
                                           (In thousands)
<S>                                             <C>               <C>
Transaction accounts:
   Passbook accounts (1)                      $ 60,102             19.26%
   Christmas Club accounts (2)                     209               .07
   NOW accounts (3)                             18,129              5.81
                                               -------            ------
     Total transaction accounts                 78,440             25.14

Certificates of deposit (4):
   2.00 -  3.99%                                   206               .07
   4.00 -  5.99%                               163,446             52.37
   6.00 -  7.99%                                69,713             22.34
   8.00 -  9.99%                                   267               .08
                                               -------            ------
     Total certificates of deposit             233,632             74.86
                                               -------            ------

Total deposits                                $312,072            100.00%
                                               =======            ======

</TABLE>

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

(1)  Winton's  weighted  average interest rate on passbook  accounts  fluctuates
     with the general  movement of interest rates. The weighted average interest
     rate on passbook accounts was 3.36% at September 30, 1999.

(2)  Winton's  weighted  average  interest rate paid on Christmas  Club accounts
     fluctuates  with the general  movement of interest  rates. At September 30,
     1999, the weighted average rate on club accounts was 3.25%.

(3)  Winton's  weighted  average  interest rate paid on NOW accounts  fluctuates
     with the general  movement of interest  rates.  At September 30, 1999,  the
     weighted average rate on NOW accounts was 1.07%.

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


        The  following  table shows rate and maturity  information  for Winton's
certificates of deposit as of September 30, 1999:
<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%                $    180        $    12      $     -        $   14        $    206
  4.00 - 5.99                  120,147         27,370       12,852         3,077         163,446
  6.00 - 7.99                   33,272         26,446        6,353         3,642          69,713
  8.00 - 9.99                      259              -            -             8             267
                               -------         ------       ------         -----         -------
     Total certificates
       of deposit             $153,858        $53,828      $19,205        $6,741        $233,632
                               =======         ======       ======         =====         =======

</TABLE>




                                      -18-
<PAGE>
        The  following  table  presents the amount of Winton's  certificates  of
deposit of $100,000 or more, by the time  remaining  until maturity at September
30, 1999:
<TABLE>
<CAPTION>

 Maturity                                        At September 30, 1999
                                                     (In thousands)
<S>                                                      <C>
 Three months or less                                  $12,205
 Over 3 months to 6 months                              13,548
 Over 6 months to 12 months                             19,995
 Over twelve months                                     23,020
                                                        ------

    Total                                              $68,768
                                                        ======
</TABLE>

        Borrowings.  During the year ended  September  30, 1999,  Winton's  only
borrowings  were FHLB advances.  See "REGULATION - Federal Home Loan Banks." 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>
                                                                                  Year ended September 30,
                                                                         1999                 1998                1997
                                                                                         (In thousands)
<S>                                                                      <C>                   <C>                 <C>

Maximum amount of FHLB advances                                        $116,532              $87,129              $62,761
                                                                        =======               ======               ======

Average amount of FHLB advances outstanding during period              $ 90,365              $68,824              $55,705
                                                                        =======               ======               ======
</TABLE>


        The following  table sets forth certain  information as to Winton's FHLB
advances at the dates indicated:
<TABLE>
<CAPTION>
                                                                                     At September 30,
                                                                      1999                  1998                  1997
                                                                                       (In thousands)
<S>                                                                    <C>                    <C>                   <C>
FHLB advances                                                        $116,532               $67,404               $61,754
                                                                      =======                ======                ======

Weighted average interest cost of FHLB advances during
  period based on month end balances                                     5.62%                 5.89%                 5.91%
                                                                         ====                  ====                  ====
</TABLE>


















                                     -19-

<PAGE>

Yields Earned and Rates Paid

        The  following  table sets  forth at the date  indicated,  the  weighted
average  yields  on  Winton's  interest-earning  assets,  the  weighted  average
interest rates on interest-bearing liabilities, the interest rate spread and the
net interest  margin on  interest-earning  assets.  See also the  information in
those  portions of the 1999 Annual Report under the captions  "AVERAGE  BALANCE,
YIELD, RATE AND VOLUME DATA" "ASSET AND LIABILITY MANAGEMENT."
<TABLE>
<CAPTION>

                                                                                         At September 30,
                                                                              1999               1998              1997
<S>                                                                            <C>                <C>                <C>

Weighted average yield on loan portfolio                                       7.85%              8.17%             8.30%
Weighted average yield on mortgage-backed securities                           5.99               6.45              6.48
Weighted average yield on investment securities                                5.73               6.11              6.50
Weighted average yield on other interest-earning assets                        6.86               6.18              6.48
Weighted average yield on all interest-earning assets                          7.68               7.77              7.93
Weighted average interest rate paid on deposits                                4.88               5.11              5.26
Weighted average interest rate paid on borrowings                              5.91               5.89              6.20
Weighted average interest rate paid on all interest-bearing                    5.16               5.26              5.42
Interest rate spread (spread between weighted average interest rate
  on all interest-earning assets and all interest-bearing liabilities)         2.52               2.52              2.51

</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,  mortgage brokers
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.

Personnel

        As of September 30, 1999, Winton had 109 full-time equivalent 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.




                                      -20-
<PAGE>
                                   REGULATION

General

         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.  In
addition,  as 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  (the "Ohio  Superintendent").  Because  Winton's  deposits are
insured by the FDIC, Winton also is subject to regulatory oversight by the FDIC.
Winton must file periodic  reports with the OTS  concerning  its  activities and
financial  condition.  Examinations  are conducted  periodically  by 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").

New Federal Legislation

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

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

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

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 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,


                                      -21-
<PAGE>


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 person who became an Interested  Shareholder prior to the
adoption of such an amendment as if the amendment had not been adopted.  Neither
WFC nor Winton has opted 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,  with  certain
exceptions,  acquisitions  of  voting  securities  which  would  result  in  the
acquiring  shareholder  owning  20%,  33-1/3% or 50% of the  outstanding  voting
securities  of an Ohio  corporation  (a  "Control  Share  Acquisition")  must be
approved  in advance by the  holders of at least a majority  of the  outstanding
voting shares of such corporation  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,  by certain  other  persons who acquire or transfer  voting  shares
after  public  announcement  of the  acquisition  or by certain  officers of the
corporation  or  directors  of  the   corporation   who  are  employees  of  the
corporation.  The Control Share  Acquisition  Statute was intended,  in part, to
protect shareholders of Ohio corporations from coercive tender offers.

         Takeover  Bid Statute.  Ohio law provides  that an offeror may not make
not make a tender offer or request or  invitation  for tenders that would result
in the  offeror  beneficially  owning  more than ten percent of any class of the
target company's equity securities unless such offeror files certain information
with the Ohio Division of Securities  (the  "Securities  Division") and provides
such  information  to the target  company  and the  offerees  within  Ohio.  The
Securities  Division  may  suspend  the  continuation  of the control bid if the
Securities  Division  determines that the offeror's filed  information  does not
provide full disclosure to the offerees of all material  information  concerning
the control  bid. The statue also  provides  that an offeror may not acquire any
equity  security of a target company within two years of the offeror's  previous
acquisition  of any equity  security  of the same target  company  pursuant to a
control bid unless the Ohio  offerees  may sell such  security to the offeror on
substantially  the same terms as  provided  by the  previous  control  bid.  The
statute  does not apply to a  transaction  if either  the  offeror or the target
company is a savings  and loan  holding  company  and the  proposed  transaction
requires federal regulatory approval.

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  costs  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.   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 of 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.

         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


                                      -22-
<PAGE>

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.

         Regulatory Capital Requirements.  Winton is required by OTS regulations
to meet certain minimum capital  requirements.  The tangible capital requirement
requires savings  associations to maintain  "tangible  capital" of not less than
1.5% of  their  adjusted  total  assets.  Tangible  capital  is  defined  in OTS
regulations as core capital minus any intangible assets.

         "Core capital" is comprised of common  stockholders'  equity (including
retained earnings),  noncumulative preferred stock and related surplus, minority
interests in consolidated  subsidiaries,  certain  nonwithdrawable  accounts and
pledged  deposits  of  mutual  associations.  OTS  regulations  require  savings
associations to maintain core capital of at least 3% of their total assets.  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.

         OTS regulations require that savings associations  maintain "risk-based
capital" in an amount not less than 8% of their risk-weighted assets. Risk-based
capital is defined as core  capital plus  certain  additional  items of capital,
which in the case of Winton  includes a general loan loss  allowance of $884,000
at September 30, 1999.

     Winton met all of its capital  requirements  at  September  30,  1999.  See
"Management's Discussion and Analysis - Liquidity and Capital Resources."

         The 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 the interest rate risk  component,  a savings  association
will 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. 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 more  numerous  mandatory  or
discretionary  regulatory actions or limits, and the OTS has less flexibility in
determining how to resolve the problems of the institution. 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   becoming
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.  Under  such  regulations,  unless  an  association  has
received  the highest  possible  examination  rating,  the  association  will be
subject to restrictive action by the OTS if it does not maintain core capital of
at least 4%.  Winton's  capital at September 30, 1998, met the standards for the
highest category, 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  and  (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.


                                      -23-
<PAGE>

         Liquidity.  OTS regulations require that a savings association 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  4.0% of its net
withdrawable savings deposits payable in one year plus 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, 1999,  was  approximately  $37.5  million,  or 13.8%,  and exceeded the 4.0%
liquidity requirement by approximately $26.1 million.

         Qualified Thrift Lender Test. Savings associations are required to meet
the QTL  test.  Prior to  September  30,  1996,  the QTL test  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 and stock issued by any FHLB, the FHLMC
or the FNMA. Under such 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 nine
out of every 12 months.  Effective September 30, 1996, a savings association may
also qualify as a QTL by meeting the  definition of "domestic  building and loan
association"  under the Internal  Revenue Code of 1986, as amended (the "Code").
In order for an institution  to meet the definition of a "domestic  building and
loan association" under the Code, at least 60% of such institution's assets must
consist  of  specified  types of  property,  including  cash  loans  secured  by
residential real estate or deposits,  educational loans 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, 1999,  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 lend 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 the lending
limit. A general  exception to the 15% limit  provides that an  association  may
lend to one borrower up to $500,000,  for any purpose.  In applying the limit on
loans to one borrower,  the  regulations  require that loans to certain  related
borrowers be aggregated.  At September 30, 1999,  Winton was in compliance  with
this lending limit.

         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
deposits).   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, 1999.

         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,  purchasing 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, 1999.

         Limitations  on  Capital   Distributions.   The  OTS  imposes   various
restrictions  or  requirements  on the ability of  associations  to make capital


                                      -24-
<PAGE>

distributions,  including dividend payments.  An association which has converted
from mutual to stock form 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 three-tier system limiting capital
distributions  according to ratings of associations based on their capital level
and supervisory condition.

         Tier 1 consists 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 up to the
greater of (i) 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,  and (ii) 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.

         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 such 30-day period based on safety and soundness concerns.

         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 is
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 WFC.
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 holding  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  generally has no
restrictions  on  its   activities.   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.  It cannot be
predicted  whether 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 WFC 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, 1999, Winton met both those tests.

         If WFC  acquired  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  was an
emergency thrift acquisition and each subsidiary savings association met 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



                                      -25-
<PAGE>

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
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, 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 savings and loan  associations  and  safeguards the
safety and  soundness of the banking and savings and loan  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.
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 required to maintain  designated  levels of reserves in the
SAIF and in the BIF. 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.

         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, 1999, were permissible for a federal
association.

FRB Reserve Requirements

         Effective   December  1,  1998,   FRB   regulations   require   savings
associations to maintain reserves of 3% of net transaction  accounts  (primarily
NOW  accounts)  up to  $46.5  million  (subject  to an  exemption  of up to $4.9
million),  and of 10% of net transaction accounts in excess of $46.5 million. At
September  30,  1999,   Winton  was  in  compliance  with  the  present  reserve
requirements and the requirements then in effect.




                                      -26-
<PAGE>


Federal Home Loan Banks

         The FHLBs  provide  credit to their  members  in the form of  advances.
Winton is a member of the FHLB of Cincinnati  and must maintain an investment in
the capital stock of the FHLB of Cincinnati 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 of  Cincinnati.  Winton was in
compliance  with this  requirement  with an  investment  in stock of the FHLB of
Cincinnati of $5.9 million at September 30, 1999.

         FHLB  advances  to  member  institutions  who  meet  the QTL  Test  are
generally  limited  to the  lower of (i) 50% of the  member's  assets or (ii) 20
times the member's  investment  in FHLB stock.  The granting of advances is also
subject to the FHLB's collateral and credit underwriting guidelines.

         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 FHLB;  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.


                                    TAXATION

Federal Taxation

         WFC and Winton are each subject to the federal tax laws and regulations
which apply to  corporations  generally.  In addition to the regular income tax,
WFC and Winton may be subject to an  alternative  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  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.  However,  the
Taxpayer  Relief Act of 1997  repealed the  alternative  minimum tax for certain
"small  corporations"  for tax  years  beginning  after  December  31,  1997.  A
corporation  initially  qualifies as a small corporation if it had average gross
receipts of $5,000,000 or less for the three tax years ending with its first tax
year beginning  after  December 31, 1996.  Once a corporation is recognized as a
small  corporation,  it will continue to be exempt from the alternative  minimum
tax for as long as its average gross  receipts for the prior  three-year  period
does  not  exceed  $7,500,000.  In  determining  if  a  corporation  meets  this
requirement,  the first year that it achieved  small  corporation  status is not
taken into consideration.

         Winton's  average  gross  receipts  for the three  tax years  ending on
September 30, 1999, is $32.6 million and as a result, Winton does not qualify as
a small corporation exempt from the alternative minimum tax.

         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 one of two  reserve  methods of
Section  593 of the Code.  The  reserve  methods  under  Section 593 of the Code



                                      -27-
<PAGE>

permitted  a thrift  institution  annually  to 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, 1994, and
1993, Winton used the percentage of taxable income method.

         The  Act   eliminated  the  percentage  of  taxable  income  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.

         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 require  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 the gross
income of Winton 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,  1999,  the  pre-1988  reserves of Winton for tax purposes
totaled  approximately $1.3 million.  Winton believes it had approximately $23.6
million of accumulated earnings and profits for tax purposes as of September 30,
1999, 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.

         The tax returns of Winton  have been  audited or closed  without  audit
through fiscal year 1995. 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.


                                      -28-
<PAGE>

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.  For tax years beginning after December 31, 1998, the rate of
tax is the  greater of (i) 5.1% on the first  $50,000 of computed  Ohio  taxable
income and 8.5% of  computed  Ohio  taxable  income in excess of $50,000 or (ii)
 .400% times taxable net worth.

         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 the taxable book
net worth of Winton determined in accordance with generally accepted  accounting
principles.  For  tax  year  1999,  however,  the  franchise  tax  on  financial
institutions  was 1.4% of the  taxable  book net worth and for tax year 2000 and
years  thereafter  the tax  will be 1.3% of the  taxable  book net  worth.  As a
"financial  institution," Winton is not subject to any tax based upon net income
or net profits imposed by the State of Ohio.

Item 2.          Description of Property

        The  following  table sets forth  certain  information  at September 30,
1999,  regarding the  properties on which the main office and each branch office
of Winton is located:
<TABLE>
<CAPTION>

                                  Owned                       Date              Square                 Net
                                  or leased                 acquired            footage             book value (1)
                                                                                                 (In thousands)
<S>                                  <C>                     <C>                  <C>                <C>
Main office:

5511 Cheviot Road                 owned/leased (2)            1967               8,600               $1,214
Cincinnati, Ohio  45247

Branch offices:

101 W. Central Pkwy               owned                       1973               3,613                  129
Cincinnati, Ohio  45202

4517 Vine Street
Cincinnati, Ohio  45202           owned                       1932               2,600                   91

10575 Harrison Avenue
Harrison, Ohio  45030             owned                       1981               4,800                  569

7014 Vine Street
Cincinnati, Ohio  45216           owned                       1897               3,200                  119

8670 Winton Road                  owned                       1993               5,062                  367
Cincinnati, Ohio  45231

9409 Montgomery Road              leased                      N/A                2,530                    -
Cincinnati, Ohio  45242

</TABLE>


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

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

(2)  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
     1999 the lease was renewed for an additional three year period.


                                      -29-

<PAGE>

        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 $3.7 million at September 30, 1999.

Item 3.          Legal Proceedings

        A class action complaint was filed against Winton on September 28, 1998,
in the Court of Common Pleas of Hamilton County Ohio. The case is styled Spencer
v. Winton  Savings & Loan Co., et al.,  Case # A9805495  and alleges that Winton
violated  Ohio  Revised  Code  ss.   5301.36  by  failing  to  record   mortgage
satisfactions  within  90 days  from  the  date of  satisfaction.  The  case was
consolidated  with 17 other  substantially  identical cases involving other Ohio
lending  institutions.  Currently,  only  David  and  Kellie  Spencer,  a single
mortgagor of Winton's, have sued; however, there are class action allegations in
the complaint.  A motion for class  certification has been filed;  however,  the
court has yet to certify the class.

        Ohio Revised Code ss.5301.35 states that a mortgagor may recover $250 in
a civil action if the 90-day  provision  is violated,  but does not preclude any
other legal  remedies to which an aggrieved  mortgagor may be entitled.  In this
case,  plaintiffs  seek  statutory  damages in the amount of $250, and all other
relief to which they may be  entitled.  At this  early  state,  it appears  that
Winton had between 600 and 800 violation.  Settlement  discussions are currently
well underway. Any class settlement would be on a claims-made basis.


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, 1999.


                                     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, 1999 (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 7a.         Quantitative and Qualitative Disclosures About Market Risk

        This  information  in those  portions of the Annual  Report  included in
Exhibit 13 hereto under the captions  "AVERAGE  BALANCE,  YIELD, RATE AND VOLUME
DATA" "ASSET AND LIABILITY MANAGEMENT" is incorporated herein by reference.

Item 8.          Changes in and Disagreements with Accountants on Accounting and
                 Financial Disclosure

        Not applicable.


                                      -30-
<PAGE>
                                    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 2000
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

Item 13.         Exhibits and Reports on Form 8-K

                 (a)    Exhibits

                        Item 3     Amended Articles of Incorporation and Code
                                   of Regulations

                        Item 10    Material Contracts

                        Item 13    Portions of the 1999 Annual Report to
                                   Shareholders

                        Item 20    Proxy Statement for 2000 Meeting of
                                   Shareholders

                        Item 21    Subsidiaries of the Registrant

                        Item 23    Consent of Grant Thornton LLP regarding
                                   WFC's Consolidated  Financial Statements and
                                   Forms S-8 for WFC's 1988 Stock Option Plan
                                   and 401(k) Profit Sharing Plan

                        Item 27    Financial Data Schedules

                        Item 99.1  Safe Harbor Under the Private Securities
                                   Litigation Reform Act of 1995

                        Item 99.2  Form 5500 for fiscal year ended September 30,
                                   1998,  for the Winton  Savings & Loan
                                   Company 401(k) Profit Sharing Plan

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




                                      -31-
<PAGE>

                                   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 on December 17, 1999.

                                               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/ Thomas H. Humes
    Jill M. Burke,                                      Thomas H. Humes,
    Principal Financial Officer                         Director
    and Principal Accounting
    Officer

Date: December 17, 1999                             Date: December  17, 1999



By                                                  By
    Robert E. Hoeweler,                                 William J. Parchman,
    Director                                            Director





By /s/ Timothy M. Mooney                            By /s/ J. Clay Stinnett
    Timothy M. Mooney,                                  J. Clay Stinnett,
    Director                                            Director

Date: December 17, 1999                             Date: December 17, 1999



By /s/ Henry L. Schulhoff
    Henry L. Schulhoff,
    Director

Date: December 17, 1999





                                      -32-
<PAGE>


                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>

EXHIBIT
NUMBER       DESCRIPTION                                                  PAGE NUMBER

<S>                               <C>                                                     <C>
3.1          Articles of Incorporation, as amended through February 1,    Incorporated by reference to the Current
             1994, of Winton Financial Corporation                        Report on Form 8-K dated June 21, 1995
                                                                          and filed by WFC (the "8-K") with the
                                                                          Securities and Exchange Commission (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 for the fiscal year
                                                                          ended September 30, 1998, filed by WFC
                                                                          with the SEC on December 23, 1998 (the
                                                                          "1998 10-K"), Exhibit 10.2

10.3         Amendment No. 2 to The Winton Savings and                    Incorporated by reference to the 1998 10-K,
             Loan Co. Employee Stock Ownership Plan                       Exhibit 10.3

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        The Winton Financial Corporation 1999 Stock Option and        Incorporated by reference to the definitive
            Incentive Plan                                                Proxy Statement for the 1999 Annual
                                                                          Meeting of Shareholders filed by WFC
                                                                          with the SEC on December 18, 1998

10.6        Employment Agreement between WFC, Winton and Robert L.        Incorporated by reference to Quarterly
            L. Bollin, dated May 22, 1998                                 Report on Form 10-QSB for the quarter
                                                                          ended June 30, 1998, filed by WFC with
                                                                          the SEC in August 1998 (the "6/98 10-
                                                                          QSB"), Exhibit 10.2

10.7        Employment Agreement between WFC, Winton and Gregory J.       Incorporated by reference to the 6/98
            Bollin, dated May 22, 1998                                    10-QSB, Exhibit 10.1

10.8        Severance Agreement between WFC and Jill M. Burke, dated      Incorporated by reference to the 6/98
            May 22, 1998                                                  10-QSB, Exhibit 10.3

13          Portions of the Winton Financial Corporation 1999 Annual
            Report to Shareholders

20          Proxy Statement for the 2000 Annual Meeting of Shareholders
            of Winton Financial Corporation
</TABLE>


                                      -33-
<PAGE>

<TABLE>
<CAPTION>

<S>                     <C>                                                                <C>
21          Subsidiaries of the Registrant                                Incorporated by reference to the Annual
                                                                          Report on Form 10-KSB for the fiscal year
                                                                          ended September 30, 1996, filed by WFC
                                                                          with the SEC on December 24, 1996,
                                                                          Exhibit 21

23.1        Consent of Grant Thornton LLP regarding WFC's
            Consolidated Financial Statements and Forms S-8 for
            WFC's 1988 Stock Option Plan and 401(k) Profit Sharing
            Plan

27.1        1999 Financial Data Schedule

27.2        1998 Restated Financial Data Schedule

27.3        1997 Restated Financial Data Schedule

99.1        Safe Harbor Under the Private Securities Litigation
            Reform Act of 1995

99.2        Form 5500 for fiscal year ended September 30, 1998, for       To be filed by paper amendment
            the Winton Savings & Loan Company 401(k) Plan
</TABLE>



























                                      -34-