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. In addition, we 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 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 to deregister, we intend to do so. After termination of registration 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. 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.

              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. 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. In addition, a reverse stock split would not be voluntary, as 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 and to accomplish the primary purpose and the other purposes of the odd-lot tender offer, namely, to provide an economical means for small holders of our common stock to sell their shares without incurring any brokerage expenses and to save on the costs of administering many small stockholder accounts and reduce our annual accounting and legal expenses associated with complying with the periodic reporting requirements of the Exchange Act. In addition, the offer 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. For these reasons, Washington Bancorp decided to pursue an odd-lot tender offer. And, because the market value per share of our common stock (and, consequently, the offer price per share in the odd-lot tender offer) is currently below our book value per share, we believe that now is an especially opportune time to conduct the offer.

              IF WE DEREGISTER OUR COMMON STOCK, WE MAY NO LONGER BE ELIGIBLE TO HAVE THE COMMON STOCK LISTED ON THE OTC BULLETIN BOARD AND PUBLIC INFORMATION ABOUT US WILL BE SUBSTANTIALLY REDUCED.

              If we 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 either are ineligible to or decide not 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 if we stop filing reports with the SEC, the common stock will no longer be eligible for trading on the OTC 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"Pink Sheets," but we cannot guarantee whether or when this will occur or that an active market will exist for you to sell your shares. In addition, if we deregister, the public information with respect to Washington Bancorp will be substantially reduced, as we will no longer file reports with the SEC.

              OUR BOARD BELIEVES THE OFFER IS FAIR TO UNAFFILIATED STOCKHOLDERS.

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

              Because of the voluntary nature of the transaction and the fact that purchases will be made at current market price, our board of directors did not deem it relevant to consider that price as compared to going concern value or liquidation value. In reaching its decision that the offer would be fair to unaffiliated stockholders, the board did not rank or otherwise assign relative weights to the specific factors that it considered in reaching its decision, though individual directors may have given differing weights to differing factors.

              The board of directors of Washington Bancorp is not aware of any firm offers made by any unaffiliated party during the past two years for (1) the merger or consolidation of Washington Bancorp with or into another company, (2) the sale or transfer of all or a substantial part of Washington Bancorp's assets or (3) a purchase of Washington Bancorp's securities that would enable the holder to exercise control of Washington Bancorp.

              The odd-lot tender offer was approved by a unanimous vote of our board of directors, including all of the directors who are not employees of Washington Bancorp or any of its subsidiaries. Neither the full board nor the non-employee directors retained an unaffiliated representative to act solely on behalf of unaffiliated stockholders for purposes of negotiating the terms of the odd-lot tender offer or to prepare a report concerning the fairness of the odd-lot tender offer. The engagement of such a representative was deemed not to be necessary because the transaction is voluntary and the purchase price to be paid in the offer is based on current market prices and will actually be less costly to tendering stockholders than ordinary open market sales because of the absence of brokerage commissions. No vote of stockholders on the odd-lot tender offer is required under Iowa law, and the board of directors did not deem a vote of stockholders necessary given the voluntary nature of the transaction and because all stockholders, including those ineligible to participate in the odd-lot tender offer, have been notified of the offer and have the opportunity to sell their shares before or after completion of the offer.

              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.

              As noted above, 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.

              THE TRANSACTION WILL BE A TAXABLE EVENT FOR TENDERING STOCKHOLDERS.

              The receipt of cash by you in exchange for your shares will be a taxable transaction for United States federal income tax purposes and may be for state and local income tax purposes as well. In general, a stockholder who participates will recognize a capital gain or loss equal to the difference between the amount of cash received and the holder's tax basis in the shares sold. Any capital gain or loss generally will constitute a long-term capital gain or loss if the holding period for the holder's shares sold is greater than one year as of the date of the sale and a short-term capital gain or loss if the holding period is one year or less as of the date of sale.

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

              As noted above, 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. We believe that the total number of shares that may be sold by these stockholders pursuant to the offer is approximately 5,615. 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. This amount does not include our expenses associated with the offer, which are estimated to be approximately $22,500. 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 or 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 his or her shares of common stock.

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 promptly following the termination of the offering period.

Expiration of the Offer

              The expiration date of the offer, originally set for December 21, 2001, has been extended to January __, 2002, unless further extended. Your authorization to sell must be received no later than 5:00 p.m. on January , 2002, or on any date thereafter to which the offer is extended. Any further 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 again extend the expiration date.

              The common stock of Washington Bancorp is currently traded on the OTC Bulletin Board under the symbol "WBIO." 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.

______________

Stan Carlson
President

1.     How do I sell my Washington Bancorp shares?

To sell your shares, check the SELL box on the acceptance card, sign and date the acceptance card in the same manner as your account is registered, and enclose it with your stock certificates in the envelope provided. DO NOT SIGN THE BACK OF YOUR CERTIFICATE(S). After submitting the documents, your decision is irrevocable and your account will be closed. If your shares are held through a broker, contact our information agent and depositary, Keefe, Bruyette & Woods, Inc., toll-free at 1-877-298-6250, since additional steps may be necessary.

2.      What will I be paid for my Washington Bancorp shares?

All shares submitted through the program will be bought back by Washington Bancorp at $19.00 per share, which is based on current market prices for Washington Bancorp shares. Washington Bancorp will absorb any processing fee for this transaction. There will be no charge to you as the seller.

3.     When will I receive my money?

Your check with an attached IRS Form 1099B will be mailed approximately five business days after the expiration of the offering period. Please allow sufficient time for the Postal Service to deliver your check and IRS Form 1099B. If the Tax Identification Number (TIN) (i.e., Social Security Number for individuals and Federal Employers Number for employees) on the acceptance card is incorrect or is blank, please provide the correct number. Failure to produce a TIN will result in approximately 30% withholding from your proceeds.

4.     What if I have lost my certificate?

If you have lost any or all of your Washington Bancorp stock certificate(s) and wish to participate in the program, contact our information agent and depositary, Keefe, Bruyette & Woods, Inc., toll-free at 1-877-298-6520.

5.     How do I find the recent price of Washington Bancorp stock?

Washington Bancorp is quoted on the OTC Bulletin Board under the symbol "WBIO."

6.     How much time do I have to participate in the program?

The program will expire on January , 2002. Your authorization must be received in good order by Keefe, Bruyette & Woods, Inc., no later than 5:00 P.M. (Eastern Standard Time) on that date.

IF YOU SHOULD HAVE ANY QUESTIONS OR NEED ASSISTANCE, PLEASE CALL:

EXHIBIT (a)(3)

This completed card must be received by 5:00 p.m. (Eastern Standard Time) on January , 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 December , 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.

EXHIBIT (a)(5)

WASHINGTON BANCORP EXTENDS ODD-LOT TENDER PROGRAM

       Washington Bancorp, based in Washington, Iowa, had $118,287,000 in consolidated assets at September 30, 2001. Washington Bancorp is the holding company for Washington Federal Savings Bank and Rubio Savings Bank of Brighton.