WINTON FINANCIAL CORP
WINTON FINANCIAL CORPORATION, EX-10.4
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>5
<FILENAME>wfc10k_ex10493001.txt
<DESCRIPTION>WINTON FINANCIAL CORPORATION, EX-10.4
<TEXT>
Doc Number374050.2


                                  EXHIBIT 10.4

                          WINTON FINANCIAL CORPORATION

                   STOCK OPTION AND INCENTIVE PLAN, AS AMENDED


                  1. Purpose of the Plan. The purpose of the Winton Financial
Corporation Stock Option and Incentive Plan, as amended (hereinafter referred to
as the "Plan"), is to attract and retain the best available personnel as
employees of Winton Financial Corporation (hereinafter referred to as "Winton")
and to provide additional incentives to the employees of Winton or any present
or future parent or subsidiary of Winton. The Plan is intended to provide for
the grant of both "Incentive Stock Options", as defined in Section 422A of the
Internal Revenue Code of 1986, as amended, and non-qualified stock options.

                  2.  Definitions. As used in the Plan, the following terms have
the corresponding meaning:

                           (a) "Award" means the grant by the Committee of an
                  Incentive Stock Option, a Non-incentive Stock Option or a
                  Stock Appreciation Right, or any combination thereof, as
                  provided in the Plan.

                           (b) "Board" means the Board of Directors of Winton.

                           (c) "Code" means the Internal Revenue Code of 1986,
                  as amended.

                           (d) "Common Stock" means the common shares, without
                  par value, of Winton.

                           (e) "Committee" means the Stock Option Committee
                  appointed by the Board in accordance with paragraph 4(a) of
                  the Plan.

                           (f) "Continuous Employment" or "Continuous Status as
                  an Employee" means the absence of any interruption or
                  termination of employment by Winton or any present or future
                  Parent or Subsidiary of Winton. Employment shall not be
                  considered interrupted in the case of sick leave, military
                  leave or any other leave of absence approved by Winton or in
                  the case of transfers between payroll locations of Winton or
                  between Winton, its Parent, its Subsidiaries or a successor.

                           (g) "Effective Date" means the date specified in
                  Section 15 of the Plan.

                           (h) "Employee" means any person employed on a full-
                  time basis by Winton or any present or future Parent or
                  Subsidiary of Winton.


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                           (i) "Incentive Stock Option" means an Option to
                  purchase Shares which is granted by the Committee pursuant to
                  Section 7 hereof and which is intended to qualify as an
                  incentive stock option under Section 422A of the Code. Each
                  and every one of the provisions of the Plan relating to
                  Incentive Stock Options shall be interpreted to conform to the
                  requirements of Section 422A of the Code.

                           (j) "Non-incentive Stock Option" means an Option to
                  purchase Shares which is granted by the Committee pursuant to
                  Section 8 of this Plan or granted by the Board pursuant to
                  Section 4 of this Plan and which is not intended to qualify
                  under Section 422A of the Code.

                           (k) "Option" means an Incentive Stock Option or Non-
                  incentive Stock Option granted pursuant to this Plan.

                           (l) "Optioned Stock" means Common Stock subject to an
                  Option granted pursuant to the Plan.

                           (m) "Optionee" means any person who receives an
                  Option.

                           (n) "Parent" means any present or future corporation
                  which would be a "Parent Corporation" as defined in
                  Subsections 425(e) and (g) of the Code.

                           (o) "Participant" means any director, officer or key
                  employee of Winton or of any Parent or Subsidiary of Winton or
                  any other person providing a service to Winton who is selected
                  by the Committee to receive an Award.

                           (p) "Plan" means this Winton Financial Corporation
                  Stock Option and Incentive Plan, as amended.

                           (q) "Related" means (i) in the case of a Stock
                  Appreciation Right, a Stock Appreciation Right which is
                  granted in connection with, and to the extent exercisable, in
                  whole or in part, in lieu of, an Option and (ii) in the case
                  of an Option, an Option with respect to which and to the
                  extent to which a Stock Appreciation Right is exercisable, in
                  whole or in part, in lieu thereof has been granted.

                           (r) "Repurchase Right" means the right defined in
                  Section 11 of this Plan.

                           (s) "Share" or "Shares" means one or more shares of
                  the Common Stock.

                           (t) "Stock Appreciation Right" means a Stock
                  Appreciation Right with respect to Shares granted by the
                  Committee pursuant to Section 12 hereof.


<PAGE>
                           (u) "Subsidiary" means any present or future
                  corporation which would be a "Subsidiary Corporation" as
                  defined in Subsections 425(f) and (g) of the Code.

                           (v) "Winton" means Winton Financial Corporation.

                  3. Shares Subject to the Plan. Except as otherwise required by
the provisions of Section 13 hereof, the aggregate number of Shares with respect
to which Awards may be made pursuant to the Plan shall not exceed 324,840
authorized and unissued or treasury Shares. Shares which are subject to Stock
Appreciation Rights and Related Options shall be counted only once in
determining whether the maximum number of Shares with respect to which Awards
may be granted under the Plan has been exceeded. An Award shall not be
considered to have been made under the Plan with respect to and Option or Stock
Appreciation Right which terminates and new Awards may be granted under the Plan
with respect to the number of Shares as to which such termination has occurred.

                  4.   Administration of the Plan.

                       (a)  Powers  of  the Committee.  The Plan shall be
administered  by the  Committee,  the members of which shall be appointed by the
Board.  The Committee is  authorized to interpret the Plan; to prescribe,  amend
and rescind  rules and  regulations  relating to the Plan; to determine the form
and  content  of  Awards  to be  issued  under  the  Plan;  and  to  make  other
determinations  necessary or advisable for the  administration  of the Plan. The
Committee  shall have and may exercise  such other power and authority as may be
delegated  to it by the  Board  from  time to time.  A  majority  of the  entire
Committee shall constitute a quorum, and the action of a majority of the members
present at any  meeting at which a quorum is present  shall be deemed the action
of the  Committee.  In no event shall the Committee  revoke  outstanding  Awards
without the consent of the  Participant.  The president of Winton and such other
officers  as shall be  designated  by the  Committee  are hereby  authorized  to
execute  instruments  evidencing Awards on behalf of Winton and to cause them to
be delivered to Participants.

                       (b)  Effect of Committee Decisions. All decisions,
determinations and interpretations of the Plan by the Committee shall be final
and conclusive on all persons affected thereby.

                  5.   Eligibility.

                       (a)  Optionees. The Committee shall from time to time
determine  the  officers,  directors,  key  employees  and other persons to whom
Options or Awards shall be granted under the Plan,  the number of Shares subject
to granted  Options and the  designation of granted  Options as Incentive  Stock
Options and/or Non-incentive Stock Options. In selecting the Participants and in
determining  the  number of Shares of Common  Stock to be  granted  to each such
Participant  pursuant to each Award  granted  under the Plan,  the Committee may
consider the nature of the services rendered by each such Participant, each such
Participant's  current  and  potential  contribution  to Winton  and such  other
factors as the Committee may, in its sole discretion,  deem relevant.  Officers,
directors, key employees or other persons who have been granted an Award may, if
otherwise eligible, be granted additional Options or Awards.


<PAGE>
                       (b)  Limitations.   The  aggregate fair market value
(determined  as of the date the Option is granted) of the Shares with respect to
which  Incentive  Stock  Options  are  exercisable  for the  first  time by each
Employee  during any calendar year (under all Incentive  Stock Option Plans,  as
defined in Section 422A of the Code,  of Winton or any present or future  Parent
or  Subsidiary  of  Winton)  shall  not  exceed  $100,000.  Notwithstanding  the
preceding  provisions  of this  Section 5, the  Committee  may grant  Options in
excess of the foregoing limitations; provided, however, that such excess Options
shall be  clearly  and  specifically  designated  as not being  Incentive  Stock
Options.

                  6. Term of Plan. The Plan shall continue in effect for a term
of ten (10) years from the Effective Date, unless earlier terminated pursuant to
Section 18. No Option shall be granted under the Plan after ten (10) years from
the Effective Date.

                  7. Terms and Conditions of Incentive Stock Options. Incentive
Stock Options may be granted only to Participants who are Employees. Each
Incentive Stock Option granted pursuant to the Plan shall be evidenced by an
instrument in such form as the Committee shall from time to time approve. Each
and every Incentive Stock Option granted pursuant to the Plan shall comply with,
and be subject to, the following terms and conditions:

                           (a)      Option Price.

                                    (i) The price per Share at which each
                  Incentive Stock Option granted under the Plan may be exercised
                  shall not, as to any Particular Incentive Stock Option, be
                  less than the fair market value of the Common Stock at the
                  time such Incentive Stock Option is granted. For such
                  purposes, if the Common Stock is traded otherwise than on a
                  national securities exchange at the time of the granting of an
                  Option, then the price per share of the Optioned Stock shall
                  be not less than the mean between the bid and asked price on
                  the date the incentive Stock Option is granted or, if there is
                  no bid and asked price on such date, then on the next prior
                  business day on which there was a bid and asked price.

                                    (ii) If no such bid and asked price is
                  available, then the price per Share shall be determined by the
                  Committee. If the Common Stock is listed on a national
                  securities exchange at the time of the granting of an
                  Incentive Stock Option, then the price per Share shall be not
                  less than the average of the highest and lowest selling price
                  on such exchange on the date such Incentive Stock Option is
                  granted or, if there were no sales on such date, then the
                  option price shall be not less than the mean between the bid
                  and asked price on such date.

                                    (iii) In the case of an Employee who owns
                  Common Stock representing more than ten percent (10%) of the
                  Outstanding Common Stock at the time the Incentive Stock
                  Option is granted, the Incentive Stock Option price shall not
                  be less than one hundred and ten percent (110%) of the fair
                  market value of the Common Stock at the time the Incentive
                  Stock Option is granted

                           (b)    Payment. Full payment for each Share of Common
Stock  purchased  upon the exercise of any Incentive  Stock Option granted under
the Plan  shall be made at the time of  exercise  of each such  Incentive  Stock
Option  and shall be paid in cash,  Common  Stock or a  combination  of cash and

<PAGE>

Common Stock.  Common Stock utilized in full or partial  payment of the exercise
price shall be valued at its fair market value at the date of  exercise.  Winton
shall  accept  full or  partial  payment  in  Common  Stock  only to the  extent
permitted  by  applicable  law. No Shares of Common  Stock shall be issued until
full payment therefor has been received by Winton and no Optionee shall have any
of the rights of a Shareholder of Winton until Shares of Common Stock are issued
to such Optionee.

                           (c)   Term of Incentive Stock Option. The term of
each Incentive Stock Option granted  pursuant to the Plan shall be not more than
ten (10)  years  from the date  each such  Incentive  Stock  Option is  granted;
provided,  however,  that in the case of an Employee who owns a number of Shares
representing  more  than 10% of the  Common  Stock  outstanding  at the time the
Incentive  Stock Option is granted the term of the Incentive  Stock Option shall
not exceed five (5) years.

                           (d)   Exercise Generally. Except as otherwise
provided in Section 9 hereof,  no Incentive Stock Option may be exercised unless
the  Optionee  shall have been in the  employ of Winton at all times  during the
period  beginning with the date of grant of any such Incentive  Stock Option and
ending on the date which is three (3) months  before the date of exercise of any
such Incentive Stock Option. The Committee may impose additional conditions upon
the  right of an  Optionee  to  exercise  any  Incentive  Stock  Option  granted
hereunder as long as such conditions are not inconsistent  with the terms of the
Plan or the  requirements  for  qualification as an Incentive Stock Option under
Section 422A of the Code.

                           (e)   Transferability. Any Incentive Stock Option
granted pursuant to the Plan shall be exercised  during any Optionee's  lifetime
only by the Optionee to whom such Option is granted and shall not be  assignable
or  transferable  otherwise  than  by  will  or  by  the  laws  of  descent  and
distribution.

                  8. Terms and Conditions of Non-incentive Stock Options. Each
Non- incentive Stock Option granted pursuant to the Plan shall be evidenced by
an instrument in such form as the Committee shall from time to time approve.
Each and every Non-incentive Stock Option granted pursuant to the Plan shall
comply with and be subject to the following terms and conditions:

                           (a)  Option Price. The exercise price per Share of
Common Stock for each  Non-incentive  Stock Option granted  pursuant to the Plan
shall be such price as the Committee may determine in its sole discretion.

                           (b)  Payment. Full payment for each Share of Common
Stock  purchased  upon the exercise of any  Non-incentive  Stock Option  granted
under the Plan shall be made at the time of exercise of each such  Non-incentive
Stock Option and shall be paid in cash,  Common Stock or a  combination  of cash
and Common  Stock.  Common  Stock  utilized  in full or  partial  payment of the
exercise price shall be valued at its fair market value at the date of exercise.
Winton shall  accept full or partial  payment in Common Stock only to the extent
permitted  by  applicable  law. No Shares of Common  Stock shall be issued until
full payment therefor has been received by Winton and no Optionee shall have any
of the rights of a  shareholder  of Winton  until the Shares of Common Stock are
issued to such Optionee.


<PAGE>
                           (c)  Term of Non-incentive Stock Option. The term of
each  Non-incentive  Stock Option granted pursuant to the Plan shall not be more
than ten (10)  years  from the date  each  such  Non-incentive  Stock  Option is
granted;  provided,  however, that, in the case of an Employee who owns a number
of Shares representing more than 10% of the Common Stock outstanding at the time
the Non-incentive  Stock Option is granted,  the term of the Non-incentive Stock
Option shall not exceed five (5) years.

                           (d)  Exercise Generally. The Committee may impose
such conditions upon the right of any participant to exercise any  Non-incentive
Stock Option granted  hereunder as long as such conditions are not  inconsistent
with the terms of the Plan.

                           (e)  Transferability. Any Non-incentive Stock Option
granted pursuant to the Plan shall be exercised  during any Optionee's  lifetime
only by the Optionee to whom such Option is granted and shall not be  assignable
or  transferable  otherwise  than  by  will  or  by  the  laws  of  descent  and
distribution.

                  9.       Effect of Termination of Employment. Disability or
Death on Incentive Stock Options.

                           (a)   Termination of Employment In the event that any
Optionee's  employment  by Winton  shall  terminate  for any reason,  other than
permanent and total  disability (as such term is defined in Section  22(e)(3) of
the Code) or death all of any such Optionee's Incentive Stock Options and all of
any such  Optionee's  rights to  purchase  or  receive  Shares  of Common  Stock
pursuant thereto shall  automatically  terminate on the date of such termination
of employment; provided, however, that no termination of an Optionee's Incentive
Stock  Options shall occur in the event that (i) the  Committee  authorizes  the
Optionee to exercise  any such  Incentive  Stock  Options at any time before the
earlier  of (I) the  respective  expiration  dates of any such  Incentive  Stock
Options or (II) the  expiration of not more than three (3) months after the date
of such termination of employment and (ii) the Optionee was entitled to exercise
any such Incentive Stock Options at the date of such  termination of employment.
In the  event  that a  Subsidiary  ceases  to be a  Subsidiary  of  Winton,  the
employment of all of its Employees who are not immediately  thereafter Employees
of Winton shall be deemed to terminate  upon the date such  Subsidiary so ceases
to be a Subsidiary of Winton.

                           (b)   Disability.  In the event that any Optionee's
employment  by Winton shall  terminate as the result of the  permanent and total
disability of such Optionee and the Optionee was entitled to exercise  Incentive
Stock Options at the date of such  termination of employment,  such Optionee may
exercise any Incentive  Stock Options granted to him pursuant to the Plan at any
time prior to the  earlier of (i) the  respective  expiration  dates of any such
Incentive Stock Options or (ii) the date of which is one (1) year after the date
of such termination of employment.

                           (c)    Death.   In the event of the death of any
Optionee on a date on which the  Optionee  was  entitled  to  exercise  any such
Incentive  Stock  Options,  any  Incentive  Stock  Options  granted  to any such
Optionee may be exercised by the person or persons to whom the Optionee's rights
under any such  Incentive  Stock  Options pass by will or by the laws of descent
and  distribution   (including  the  Optionee's  estate  during  the  period  of

<PAGE>

administration)  at  any  time  prior  to the  earlier  of  (i)  the  respective
expiration  dates of any such Incentive  Stock Options or (ii) the date which is
six (6) months  after the date of death of such  Optionee  (or such later period
not exceeding one (1) year to which the Committee may, in its discretion, extend
such period). For purposes of this Section 9(c), any Incentive Stock Option held
by an Optionee  shall be considered  exercisable at the date of his death if the
only unsatisfied  condition  precedent to the  exercisability  of such Incentive
Stock Option at the date of death is the passage of a specified period of time.

                           (d)   Termination of Incentive Stock Options. To the
extent that any  Incentive  Stock Option  granted under the Plan to any Optionee
whose  employment by Winton  terminates shall not have been exercised within the
applicable  period set forth in this Section 9, any such Incentive Stock Option,
and all rights to purchase or receive  shares of Common Stock  pursuant  thereto
shall terminate on the last date of the applicable period.

                  10.      Effect of Termination of Employment. Disability or
Death on Non- incentive Stock Options. The terms and conditions of Non-incentive
Stock  Options  relating  to the  effect  of the  termination  of an  Optionee's
employment,  disability  of an  Optionee  or his death  shall be such  terms and
conditions as the Committee shall, in its sole discretion, determine at the time
of termination.

                  11.      Right of Repurchase and Restrictions on Disposition.
The Committee,  in its sole discretion,  may include, as a term of any Incentive
Stock Option or Non-incentive Stock Option, the right (herein referred to as the
"Repurchase Right"), but not the obligation,  to repurchase all or any amount of
the Shares acquired by an Optionee pursuant to the exercise of any such Options.
The intent of the Repurchase  Right is to encourage the continued  employment of
the  Optionee.  The  Repurchase  Right shall provide for,  among other terms,  a
specified  duration of the Repurchase  Right, a specified  price per Share to be
paid  upon  the  exercise  of the  Repurchase  Right  and a  restriction  on the
disposition  of the Shares by the Optionee  during the period of the  Repurchase
Right.  The Repurchase  Right may permit Winton to transfer or assign such right
to another party.  Winton may exercise the  Repurchase  Right only to the extent
permitted by applicable law.

                  12.      Stock Appreciation Rights. A Stock Appreciation Right
shall, upon its exercise, entitle the Participant to whom such Stock
Appreciation Right is granted, to receive a number of Shares or cash or
combination thereof, as the Committee in its discretion shall determine, the
aggregate value of which (i.e., the sum of the amount of cash and/or the fair
market value of such Shares on the date of exercise) shall equal (as nearly as
possible) the amount by which the fair market value per Share on the date of
such exercise shall exceed the exercise price of such Stock Appreciation Right,
multiplied by the number of Shares with respect to which such Stock Appreciation
Right shall have been exercised. A Stock Appreciation Right may be Related to an
Option or may be granted independently of any Option and the Committee shall
determine whether and to what extent a Related Stock Appreciation Right shall be
granted with respect thereto; provided, however, that notwithstanding any other
provision of the Plan, in the event that the Related Option is an Incentive
Stock Option, the Related Stock Appreciation right shall satisfy all the
restrictions and limitations of Section 7 hereof as if such Related Stock
Appreciation Right were an Incentive Stock Option. In the case of a Related

<PAGE>

Option, such Related Option shall cease to be exercisable to the extent of the
Shares with respect to which the Related Stock Appreciation Right was exercised.
Upon the exercise or termination of a Related Option, any Related Stock
Appreciation Right shall terminate to the extent of the Shares with respect to
which the Related Option was exercised or terminated.

                  13.      Recapitalization. Merger. Consolidations Change in
Control and Similar Transactions.

                           (a)   Adjustment. Subject to any required action by
the  Shareholders of Winton,  the aggregate number of Shares of Common Stock for
which  Stock  Options may be granted  hereunder,  the number of Shares of Common
Stock  covered by each  outstanding  Option and the exercise  price per Share of
Common Stock of each such Stock Option shall all be proportionately adjusted for
any  increase  or  decrease  in the number of issued and  outstanding  Shares of
Common Stock  resulting  from a subdivision  or  consolidation  of Shares or the
payment of a stock dividend (but only on the Common Stock) or any other increase
or decrease in the number of such Shares of Common  Stock  effected  without the
receipt of consideration by Winton.

                           (b)   Change in Control. All Outstanding Options
shall  become  immediately  exercisable  in the event of a change in  control or
imminent  change in control of  Winton,  as  determined  by the  Committee.  For
purposes of this Section,  change in control shall mean: (i) the execution of an
agreement for the sale of all, or a material  portion,  of the assets of Winton;
(ii) the execution of an agreement for a merger or recapitalization of Winton or
any merger or recapitalization whereby Winton is not the surviving entity; (iii)
a change of control of Winton,  as defined or determined by the Office of Thrift
Supervision  in the  United  States  Department  of the  Treasury;  or (iv)  the
acquisition,  directly or indirectly,  of the beneficial  ownership  (within the
meaning of the term "beneficial ownership" as defined under Section 13(d) of the
Securities  Exchange  Act of  1934  and the  rules  promulgated  thereunder)  of
twenty-five percent (25%) or more of the outstanding voting securities of Winton
by any person,  trust, entity or group. For purposes of this Section,  "imminent
change in control" shall refer to any offer or announcement, oral or written, by
any person or any persons acting as a group, to acquire control of Winton.

                           (c)   Extraordinary Corporate Action. Subject to any
required  action by the  shareholders  of Winton,  in the event of any change in
control, recapitalization,  merger, consolidation, exchange of shares, spin-off,
reorganization,  tender  offer,  liquidation  or other  extraordinary  corporate
action or event, the Committee,  in its sole  discretion,  shall have the power,
before or subsequent to such action or event, to:

                                    (i) Adjust as appropriate the number of
                  Shares of Common Stock subject to each Option, the exercise
                  price per Share of Common Stock and the consideration to be
                  given or received by Winton upon the exercise of any
                  outstanding Option;

                                    (ii) Cancel any or all previously granted
                  Options; provided, however, that appropriate consideration is
                  paid to the Optionee in connection therewith; and/or

                                    (iii) Make such other adjustments in
                  connection with the Plan as the Committee, in its sole

<PAGE>
                  discretion, deems necessary, desirable, appropriate or
                  advisable; provided, however, that no action shall be taken by
                  the Committee which would cause Incentive Stop Options granted
                  pursuant to the Plan to fail to meet the requirements of
                  Section 422A of the Code.

Except as expressly provided in Section 13(a) and 13(b) hereof, no Optionee
shall have any rights by reason of the occurrence of any of the events described
in this Section 13.

                           (d)   Acceleration. The Committee shall at all times
have the power to  accelerate  the exercise date of Options  previously  granted
under the Plan.

                  14.      Time of Granting Options. The date of grant of an
Option  under  the Plan  shall,  for all  purposes,  be the  date on  which  the
Committee  makes  the  determination  to  grant  such  Option.   Notice  of  the
determination  shall be given to each  employee  to whom an Option is so granted
within a reasonable time after the date of such grant.

                  15.      Effective Date. The Plan shall become effective upon
the  completion of the  conversion  of The Winton  Savings and Loan Company from
mutual to stock form.

                  16.      Approval by Shareholders. The Plan shall be approved
by the  Shareholders  of The Winton  Savings and Loan Company within twelve (12)
months before or after the date it becomes effective.

                  17.      Modification of Options. At any time and from time to
time, the Board may authorize the Committee to direct the execution of an
instrument providing for the modification of any outstanding Option; provided,
however, that no such modification, extension or renewal shall confer on the
holder of such Option any right or benefit which could not be conferred on him
by the grant of a new Option at such time and shall not materially decrease the
Optionee's benefits under the Option without the consent of the holder of the
Option, except as otherwise permitted under Section 18 hereof.

                  18.      Amendment and Termination of the Plan.

                           (a)    Action by the Board. The Board may alter
suspend or discontinue the Plan, except that no action of the Board may increase
(other than as provided in Section 13) the maximum number of Shares permitted to
be  optioned  under the Plan,  materially  increase  the  benefits  accruing  to
Participants under the Plan or materially modify the requirement for eligibility
for  participation  in the Plan unless such action of the Board shall be subject
to approval or ratification by the shareholders of Winton.

                           (b)    Change in Applicable Law. Notwithstanding any
other  provision  contained in the Plan, in the event of a change in any federal
or state law, rule or regulation which would make the exercise of all or part of
any previously granted Incentive Stock Option and/or  Non-incentive Stock Option
unlawful or subject  Winton to any penalty,  the Committee may restrict any such
exercise without the consent of the Optionee or other holder thereof in order to
comply with any such law, rule or regulation or to avoid any such penalty.

                  19.     Conditions upon Issuance of Shares. Shares shall not
be issued with respect to any Option  granted under the Plan unless the issuance
and delivery of such Shares shall comply with all relevant provisions of law,

<PAGE>

including, without limitation, the Securities Act of 1933, as amended, the rules
and regulations promulgated thereunder, any applicable state securities law and
the requirements of any stock exchange upon which the Shares may then be listed.
The inability of Winton to obtain from any regulatory body or authority deemed
by Winton's counsel to be necessary for the lawful issuance and sale of any
Shares hereunder shall relieve Winton of any liability in respect of the
non-issuance or sale of such Shares. As a condition to the exercise of an
Option, Winton may require the person exercising the Option to make such
representations and warranties as may be necessary to assure the availability of
an exemption from the registration requirement of federal or state securities
law.

                  20.      Reservation of Shares. During the term of the Plan,
Winton will reserve and keep available a number of Shares  sufficient to satisfy
the requirements of the Plan.

                  21.      Unsecured Obligation. No Participant under the Plan
shall have any interest in any fund or special  asset of Winton by reason of the
Plan or the grant of any Incentive Stock Option or Non-incentive Stock Option to
him under the Plan. No trust fund shall be created in  connection  with the Plan
or any  grant of any  Incentive  Stock  Option  or  Non-Incentive  Stock  Option
hereunder  and there  shall be no required  funding of amounts  which may become
payable to any Participant.

                  22.      Withholding Tax.  Winton shall have the right to
deduct from all  amounts  paid in cash with  respect to the  exercise of a Stock
Appreciation  Right under the Plan any taxes required by law to be withheld with
respect to such cash  payments.  Where a Participant or other person is entitled
to receive  Shares  pursuant to the exercise of an Option or Stock  Appreciation
Right  pursuant  to the  Plan,  Winton  shall  have  the  right to  require  the
Participant  or such other  person to pay  Winton the amount of any taxes  which
Winton is required to withhold with respect to such Shares, or, in lieu thereof,
to sell without  notice a number of such Shares  sufficient  to cover the amount
required to be withheld.

                  23.      Governing Law. The Plan shall be governed by and
construed in accordance with the laws of the State of Ohio, except to the extent
that Federal law shall be deemed to apply.








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