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., the information agent and depositary, at the address and telephone number set forth on the back cover of this offer to purchase, and copies will be furnished promptly at Washington Bancorp's expense. Stockholders may also contact their local broker, dealer, commercial bank or trust company for assistance concerning the offer.

              No person has been authorized to make any recommendation on behalf of Washington Bancorp as to whether stockholders should tender shares pursuant to the offer. No person has been authorized to give any information or to make any representations in connection with the offer other than those contained in this document or in the related acceptance card. If given or made, the recommendation and the other information and representations must not be relied upon as having been authorized by Washington Bancorp.

              If you are a holder of less than 100 shares of our common stock and wish to participate in this offer, there are a number of methods by which you can tender your shares, depending upon your situation.

To the Holders of Shares of Common Stock of
Washington Bancorp:

              Washington Bancorp is inviting its stockholders who beneficially own 99 shares or less of its common stock to sell the shares back to Washington Bancorp for cash. Set forth below are the material terms of this odd-lot tender offer:

              DEPENDING ON THE NUMBER OF STOCKHOLDERS WHO ELECT TO PARTICIPATE IN THIS OFFER, WE MAY BE ELIGIBLE TO TERMINATE THE REGISTRATION OF OUR COMMON STOCK UNDER THE EXCHANGE ACT.

              Currently, we have approximately 359 stockholders of record. Of these holders of record, we estimate that approximately 148 are eligible to participate in this offer. If this offer results in the number of our stockholders of record falling below 300, we will be eligible to terminate the registration of our common stock under the Exchange Act. If we become eligible, we intend to do so. After termination is accomplished, we will no longer be required to file periodic reports with the SEC. This will result in significant cost savings for us. We estimate that the costs associated with preparing and filing the required reports with the SEC amounted to approximately $47,500 in the fiscal year ended June 30, 2001. In addition, management time associated with the preparation of these reports is considerable.

              If we terminate the registration, the public information available with respect to Washington Bancorp will be substantially reduced.

              IF WE DEREGISTER OUR COMMON STOCK, WE MAY NO LONGER BE ELIGIBLE TO HAVE THE COMMON STOCK LISTED ON THE OTC ELECTRONIC BULLETIN BOARD OR ANY OTHER EXCHANGE.

              Companies whose stock is listed for trading on the OTC Electronic Bulletin Board or any other national exchange are generally required to be registered under the Exchange Act. If we terminate our registration, the common stock may no longer be eligible to be traded on the OTC Electronic Bulletin Board. As such, it may be difficult for stockholders to sell their shares. We will attempt to get the common stock quoted in the Over-the-Counter market through the National Quotation Bureau's "Pink Sheets," but we cannot guarantee this will occur or that an active market will exist for you to sell your shares.

              WE DID NOT OBTAIN A FAIRNESS OPINION IN CONNECTION WITH THIS TRANSACTION; THE BOARD IS NOT MAKING A RECOMMENDATION AS TO WHETHER ELIGIBLE STOCKHOLDERS SHOULD TENDER THEIR SHARES.

              Since the offer is voluntary and shares will be purchased at a price based on current market prices, the board of directors did not believe it was necessary to obtain any fairness or similar opinion in connection with this transaction.

              While the board of directors has approved this offer and believes it is fair to the unaffiliated stockholders, neither the board nor any executive officer is making any recommendation to eligible stockholders as to whether a stockholder should participate in this offer.

              STOCKHOLDERS DO NOT HAVE THE RIGHT TO VOTE ON THIS TRANSACTION AND ARE NOT ENTITLED TO APPRAISAL RIGHTS

              The offer is not required to be approved by stockholders, although all stockholders are entitled to the receipt of this disclosure document. In addition, stockholders are not entitled to dissenters' rights of appraisal pursuant to this offer.

General

              We are offering to purchase for cash all shares of our common stock held by odd-lot holders other than our employee benefit plans. We estimate that approximately 148 of our 359 stockholders of record are eligible to participate in the offer. Assuming all of these stockholders elected to participate in the offer and the shares tendered were purchased at the offer price of $19.00, the total cost to us of purchasing these shares would be $106,685. Any purchase pursuant to this offer will be funded with cash and other liquid assets of Washington Bancorp. Although Washington Bancorp receives dividends from its subsidiary banks on a regular basis to fund its operations, repurchase stock and pay dividends to stockholders, no unscheduled dividend from any subsidiary banks nor any outside borrowing would be required to fund the purchase of the shares. There are no conditions precedent to our purchasing properly tendered shares by odd-lot holders.

              Participation is entirely voluntary. However, if an odd-lot holder elects to participate in the offer, the holder must tender all of their shares of common stock.

Purpose For and Effect of the Odd-Lot Tender Offer

              The primary purpose for conducting the offer is to provide an economical means for small holders of the common stock to sell their shares without incurring any brokerage expenses. We also believe that the common stock is an attractive investment for Washington Bancorp, particularly since it has consistently traded in recent periods at a price below its book value. We also believe that the offer will result in certain cost savings and other benefits to Washington Bancorp which will benefit those stockholders who are not eligible to tender their shares or decide not to do so. Specifically, Washington Bancorp will save on the costs of administering many small stockholder accounts and, if we become eligible to terminate our registration under the Securities Exchange Act of 1934, as amended, we will reduce our annual accounting and legal expenses associated with complying with the periodic reporting requirements. Even without any cost savings, stockholders who are unable or unwilling to tender their shares may enjoy an increase in return on equity and earnings per share by reducing the amount of equity outstanding.

              Depending upon the number of stockholders who elect to tender their shares in the offer, the number of stockholders of record may fall below 300, which makes the offer a "going private" transaction. This means that we would be eligible to terminate the registration of our common stock under 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 registered holder group, since many of the tendering stockholders could be holding in "street name." A reverse stock split would be more time consuming, as a result of a required stockholder vote, would reduce liquidity in the stock, would be more costly, due to the cost of obtaining the stockholder vote and since many stockholders would be left with a fractional share that would be required to be cashed out, would impact all stockholders and not just a targeted group, and would not be voluntary. Odd-lot holders would be forced out even if they did not vote in favor of the reverse split. The odd-lot tender offer was viewed as the least expensive, fastest way to attempt to reduce the registered stockholder base. In addition, it is completely voluntary and, even if the registered stockholder base is not reduced below 300, every tender by a stockholder will reduce expenses going forward.

              While termination of the registration under the Exchange Act is not the primary purpose of this offer, if we do become eligible to do so, we will deregister the common stock. The offer is not conditioned upon the tender of sufficient shares to permit deregistration. We believe that unaffiliated stockholders who are either ineligible or unwilling to tender their shares would benefit from the deregistration, since it would result in cost savings to Washington Bancorp. The primary detriment of the deregistration is that the liquidity for the remaining shares outstanding will be reduced and the common stock may become ineligible to be quoted on the OTC Electronic Bulletin Board.

              The board of directors in deciding to approve the offer determined that it was fair to unaffiliated stockholders for the following reasons:

              The offer was approved by a unanimous vote of the board of directors. No vote of stockholders is required under Iowa law, nor did the board deem a vote of stockholders necessary given the voluntary nature of the transaction.

Terms of the Offer

              Properly tendered shares by odd-lot holders will be purchased at $19.00 per share, which is based on current market prices for the common stock. A proper tender will include receipt of a properly executed acceptance card by Keefe, Bruyette &Woods, Inc., our information agent and depositary for this transaction. Payment for properly tendered shares will be made within five business days after the termination of the offering period.

Expiration of the Offer

              The offer will expire on December 21, 2001, unless extended by Washington Bancorp. Any extension will be for no more than four weeks. We will issue a press release on the day prior to the scheduled expiration date if we intend to extend the expiration date.

No Dissenters Rights

              Stockholders are not entitled to exercise dissenters rights of appraisal in connection with the offer.

              The principal market in which the shares are being traded is the OTC Electronic Bulletin Board. The table below shows the range of high and low inter-dealer prices for the common stock in this market for each quarter during the past two years. These prices do not include retail mark-ups, markdowns or commissions and may not represent actual transactions. The table below also shows dividends paid by Washington Bancorp during this period. Our fiscal year end is June 30.

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EXHIBIT (a)(3)

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. If I am signing this card as a co-owner, I understand that these representations are intended to apply to all co-owners collectively.

Note: Failure to provide a Taxpayer Identification Number will result in approximately 30% withholding from your proceeds.