WASHINGTON BANCORP

expiry = 2001-12-21...n Street Washington, Iowa 52353 (319) 653-7256 Offer to Purchase for Cash Shares of its Common Stock, Par Value $0.01 Per Share Held by Odd-Lot Holders Only ____________________ THE OFFER TO PURCHASE EXPIRES AT 5:00 P.M., EASTERN STANDARD TIME, ON FRIDAY, DECEMBER 21, 2001, OFFER TO PURCHASE IS EXTENDED ___________________ Questions or requests for assistance or for additional copies of this offer to purchase, the acceptance card or other tender offer materials may be directed to Keefe, Bruyette & Woods, Inc...

mechanism = DUTCH...der the Exchange Act. We recognize that deregistration under the Exchange Act would result in significant additional cost savings. Recently, we considered three different methods available to reduce Washington Bancorp's registered stockholders to below 300: a modified dutch auction tender offer, a reverse stock split and the odd-lot tender offer. A modified dutch auction tender offer would be more costly, would be open to all stockholders, rather than the targeted group, would reduce even further the liquidity of the market for shares of Washington Bancorp common stock and would not necessarily reduce the registere...

mechanism = DUTCH...stockholders of record. Of these holders of record, we estimate that approximately 148 are eligible to participate in this offer. Recently, we considered three different methods available to reduce Washington Bancorp's registered stockholders to below 300: a modified dutch auction tender offer; a reverse stock split; and the odd-lot tender offer. A modified dutch auction tender offer would be more costly, would be open to all stockholders, rather than the targeted group, would reduce even further the liquidity of the market for shares of Washington Bancorp common stock and would not necessarily reduce the register...

mechanism = DUTCH...g de-registration of the common stock. The representative from Keefe, Bruyette & Woods, Inc. gave a presentation to the board comparing and contrasting three possible methods to reduce the number of Washington Bancorp's registered stockholders to below 300: a modified dutch auction tender offer; a reverse stock split; and an odd-lot tender offer. Prior to the meeting, Mr. Carlson was briefed on the legal mechanics and implications of the three methods by Washington Bancorp's special legal counsel, Silver, Freedman & Taff, L.L.P. Mr. Carlson reported on his discussions with Silver, Freedman & Taff, L.L.P. to the boa...

threshold = 100...8-6520 next page EXHIBIT (a)(3) ACCEPTANCE CARD FOR SELLING SHARES OF WASHINGTON BANCORP This completed card must be received by 5:00 p.m. (Eastern Standard Time) on December 21, 2001 at Keefe, Bruyette & Woods, Inc., 211 Bradenton, Dublin, Ohio 43017-3541. I own fewer than 100 shares of Washington Bancorp common stock (excluding any shares I may hold through Washington Bancorp employee benefit plans). I authorize Keefe, Bruyette & Woods, Inc., to sell my shares of Washington Bancorp stock as indicated below. I agree to the terms described in the letter dated November 20, 2001. I understand my election is irrevocable....

threshold = 100...Washington Bancorp (OTC Bulletin Board: WBIO) today announced that it has extended the time period during which eligible stockholders may tender their shares pursuant to the Company's voluntary odd-lot tender offer. Under this program, Washington Bancorp stockholders who own fewer than 100 shares can sell their shares to the Company for $19.00 per share, without incurring a brokerage commission. Washington Bancorp expects to send additional information regarding the offer to all stockholders shortly, at which time a new expiration date for the offer will be set. By extending the time period, eligible stockholders will have more t...

threshold = 100...27next page EXHIBIT (a)(3) ACCEPTANCE CARD FOR SELLING SHARES OF WASHINGTON BANCORP This completed card must be received by 5:00 p.m. (Eastern Standard Time) on _____________ __, 2002 at Keefe, Bruyette & Woods, Inc., 211 Bradenton, Dublin, Ohio 43017-3541. I own fewer than 100 shares of Washington Bancorp common stock (excluding any shares I may hold through Washington Bancorp employee benefit plans). I authorize Keefe, Bruyette & Woods, Inc., to sell my shares of Washington Bancorp stock as indicated below. I agree to the terms described in the letter dated ________ __, 2002. I understand my election is irrevocable....

threshold = 100...7256 WASHINGTON BANCORP ANNOUNCES RESULTS OF ODD-LOT TENDER PROGRAM Washington, Iowa - February 25, 2002 - Washington Bancorp (OTC Bulletin Board: WBIO) today announced the results of its recently completed odd-lot tender offer, under which Washington Bancorp stockholders owning fewer than 100 shares could sell their shares to the Company for $19.00 per share, without incurring a brokerage commission. The Company was advised by Keefe, Bruyette & Woods, Inc., its information agent and depositary for the offer, that 41 stockholders tendered 1,421 shares prior to expiration of the offer period on February 15, 2002. All of these shares h...

txn_type = CONSOLIDATION...deregistration under the Exchange Act would result in significant additional cost savings. Recently, we considered three different methods available to reduce Washington Bancorp's registered stockholders to below 300: a modified dutch auction tender offer, a reverse stock split and the odd-lot tender offer. A modified dutch auction tender offer would be more costly, would be open to all stockholders, rather than the targeted group, would reduce even further the liquidity of the market for shares of Washington Bancorp common stock and would not necessarily reduce the registered holder group, since many of the te...

txn_type = CONSOLIDATION...rs of record, we estimate that approximately 148 are eligible to participate in this offer. Recently, we considered three different methods available to reduce Washington Bancorp's registered stockholders to below 300: a modified dutch auction tender offer; a reverse stock split; and the odd-lot tender offer. A modified dutch auction tender offer would be more costly, would be open to all stockholders, rather than the targeted group, would reduce even further the liquidity of the market for shares of Washington Bancorp common stock and would not necessarily reduce the registered holder group, since many of the t...

txn_type = CONSOLIDATION...The representative from Keefe, Bruyette & Woods, Inc. gave a presentation to the board comparing and contrasting three possible methods to reduce the number of Washington Bancorp's registered stockholders to below 300: a modified dutch auction tender offer; a reverse stock split; and an odd-lot tender offer. Prior to the meeting, Mr. Carlson was briefed on the legal mechanics and implications of the three methods by Washington Bancorp's special legal counsel, Silver, Freedman & Taff, L.L.P. Mr. Carlson reported on his discussions with Silver, Freedman & Taff, L.L.P. to the board. Over the course of three meeting...

txn_type = TENDER_OFFER...per share. Washington Bancorp issued a press release on February 25, 2002 announcing the results of the Odd-Lot Tender Offer. A copy of that press release is attached as an exhibit to this filing. 16. Material to Be Filed as Exhibits. (a)(1 through 3) Form of Offer to Purchase; form of Letter to Odd-Lot Holders; and form of Acceptance Card. (Filed previously.) (a)(5)(i) Press Release dated December 21, 2001. (Filed previously.) (a)(5)(ii) Press Release dated February 25, 2002. (b) Not applicable. (c) Not applicable. (d) Not applicable. (f) Not applicable. (g) Not applicable. 2next page SIGNATURE After due inqu...