<PAGE>
<PAGE>
WASHINGTON BANCORP
September 15, 1997
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of Washington
Bancorp, I cordially invite you to attend the second Annual Meeting of
Stockholders. The meeting will be held at 4:30 p.m. on October 15, 1997 at
the Company's office located at 102 East Main Street, Washington, Iowa.
An important aspect of the meeting process is the stockholder vote on
corporate business items. I urge you to exercise your rights as a stockholder
to vote and participate in this process. Stockholders are being asked to
consider and vote upon the election of three directors and the ratification of
the appointment of independent auditors.
I encourage you to attend the meeting in person. Whether or not you
attend the meeting, I hope that you will read the enclosed Proxy Statement and
then complete, sign and date the enclosed proxy card and return it in the
postage prepaid envelope provided. This will save Washington Bancorp
additional expense in soliciting proxies and will ensure that your shares are
represented. Please note that you may vote in person at the meeting even if
you have previously returned the proxy.
Thank you for your attention to this important matter.
Sincerely,
STAN CARLSON
President and Chief Executive Officer <PAGE>
<PAGE>
WASHINGTON BANCORP
102 East Main Street
Washington, Iowa 52353
(319) 653-7256
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on October 15, 1997
Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of Washington Bancorp (the "Company") will be held at the Company's
office located at 102 East Main Street, Washington, Iowa at 4:30 p.m.,
Washington, Iowa time, on October 15, 1997.
A Proxy Card and a Proxy Statement for the Meeting are enclosed.
The Meeting is for the purpose of considering and acting upon:
1. The election of three directors of the Company;
2. The ratification of the appointment of McGladrey & Pullen, LLP
as the auditors of the Company for the fiscal year ending
June 30, 1998;
and such other matters as may properly come before the Meeting, or any
adjournments thereof. The Board of Directors is not aware of any other
business to come before the Meeting.
Any action may be taken on the foregoing proposals at the Meeting on the
date specified above, or on any date or dates to which the Meeting may be
adjourned. Stockholders of record at the close of business on September 5,
1997 are the stockholders entitled to vote at the Meeting and any adjournments
thereof.
You are requested to complete and sign the enclosed form of proxy, which
is solicited on behalf of the Board of Directors, and to mail it promptly in
the enclosed envelope. The proxy will not be used if you attend and vote at
the Meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
Stan Carlson
President and Chief Executive Officer
Washington, Iowa
September 15, 1997
- ----------------------------------------------------------------------------
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE
EXPENSE OF
FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING. A
SELF-
ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS
REQUIRED
IF MAILED WITHIN THE UNITED STATES.
- -----------------------------------------------------------------------------
<PAGE>
<PAGE>
PROXY STATEMENT
WASHINGTON BANCORP
102 East Main Street
Washington, Iowa 52353
(319) 653-7256
ANNUAL MEETING OF STOCKHOLDERS
October 15, 1997
This Proxy Statement is furnished in connection with the solicitation on
behalf of the Board of Directors of Washington Bancorp (the "Company"), the
parent company of Washington Federal Savings Bank ("Washington Federal" or the
"Bank"), of proxies to be used at the Annual Meeting of Stockholders of the
Company (the "Meeting") which will be held at the Company's office located at
102 East Main Street, Washington, Iowa on October 15, 1997, at 4:30 p.m.,
Washington, Iowa time, and all adjournments of the Meeting. The accompanying
Notice of Annual Meeting, Proxy Card and this Proxy Statement are first being
mailed to stockholders on or about September 15, 1997.
At the Meeting, stockholders of the Company are being asked to consider
and vote upon the election of three directors and the appointment of McGladrey
& Pullen, LLP as auditors for the Company.
Vote Required and Proxy Information
All shares of the Company's Common Stock, par value $.01 per share (the
"Common Stock"), represented at the Meeting by properly executed proxies
received prior to or at the Meeting, and not revoked, will be voted at the
Meeting in accordance with the instructions thereon. If no instructions are
indicated, properly executed proxies will be voted for the director nominees
and the other proposal set forth in this Proxy Statement. The Company does
not know of any matters, other than as described in the Notice of Annual
Meeting, that are to come before the Meeting. If any other matters are
properly presented at the Meeting for action, the persons named in the
enclosed form of proxy and acting thereunder will have the discretion to vote
on such matters in accordance with their best judgment.
Directors shall be elected by a plurality of the votes of the shares
present or represented by proxy at the Meeting. The appointment of McGladrey
& Pullen, LLP as auditors require the affirmative vote of a majority of the
votes present in person or represented by proxy at the Meeting and entitled to
vote on the matter. Proxies marked to abstain and broker non-votes have no
effect on the vote. One-third of the shares of the Common Stock, present in
person or represented by proxy, shall constitute a quorum for purposes of the
Meeting. Abstentions and broker non-votes are counted for purposes of
determining a quorum.
A proxy given pursuant to the solicitation may be revoked at any time
before it is voted. Proxies may be revoked by: (i) filing with the Secretary
of the Company at or before the Meeting a written notice of revocation bearing
a later date than the proxy, (ii) duly executing a subsequent proxy relating
to the same shares and delivering it to the Secretary of the Company at or
before the Meeting, or (iii) attending the Meeting and voting in person
(although attendance at the Meeting will not in and of itself constitute
revocation of a proxy). Any written notice revoking a proxy should be
delivered to Secretary, Washington Bancorp, 102 East Main Street, Washington,
Iowa 52353.
<PAGE>
<PAGE>
Voting Securities and Certain Holders Thereof
Stockholders of record as of the close of business September 5, 1997
will be entitled to one vote for each share of Common Stock then held. As of
that date, the Company had 651,133 shares of Common Stock issued and
outstanding. The following table sets forth information regarding share
ownership of those persons or entities known by management to beneficially own
more than five percent of the Common Stock and all directors and executive
officers of the Company and the Bank as a group.
<TABLE>
<CAPTION>
Shares
Beneficially Percent of
Beneficial Owner Owned Class
- ------------------------------------------------ ------------ ----------
<S> <C> <C>
Washington Bancorp Employee Stock Ownership Plan 52,601(1) 8.1
102 East Main Street
Washington, Iowa 52353
Jeffrey L. Gendell 65,400 10.0
200 Park Avenue, Suite 3900
New York, New York 10166
Directors and executive officers of the Company 118,357(3) 17.9
and the Bank, as a group (10 persons)
______________
(1) The amount reported represents shares held by the Employee Stock
Ownership Plan ("ESOP"), none of which have been allocated to accounts
of participants. First Bankers Trust Company, N.A., Quincy, Illinois,
the trustee of the ESOP, may be deemed to beneficially own the shares
held by the ESOP which have not been allocated to accounts of
participants. Participants in the ESOP are entitled to instruct the
trustee as to the voting of shares allocated to their accounts under the
ESOP. Unallocated shares held in the ESOP's suspense account or
allocated shares for which no voting instructions are received are
voted by the trustee in the same proportion as allocated shares voted
by participants.
(2) As reported on Schedule 13-D/A dated August 7, 1997 filed on behalf of
Jeffrey L. Gendell, Tontine Financial Partners, L.P., and Tontine
Management, L.L.C. in which Mr. Gendell individually as managing member
of Tontine Management, L.L.C., Tontine Management, L.L.C. as general
partner of Tontine Financial Partners, L.P. and Tontine Financial
Partners, L.P. claim shared voting and dispositive power in regards to
65,400 shares held by Tontine Financial Partners, L.P.
(3) Includes shares held directly, as well as in retirement accounts, held
by certain members of the named individuals' families, or held by trusts
of which the named individual is a trustee or substantial beneficiary,
with respect to which the named individuals may be deemed to have sole
voting and investment power.
<PAGE>
<PAGE>
PROPOSAL I - ELECTION OF DIRECTORS
The Company's Board of Directors is presently composed of seven members,
each of whom is also a director of the Bank. Directors of the Company are
generally elected to serve for a three-year term or until their respective
successors shall have been elected and shall qualify. Approximately one-third
of the directors are elected annually.
The following table sets forth certain information regarding the
Company's Board of Directors, including their terms of office and nominees for
election as directors. It is intended that the proxies solicited on behalf of
the Board of Directors (other than proxies in which the vote is withheld as to
one or more nominees) will be voted at the Meeting for the election of the
nominees identified in the following table. If any nominee is unable to
serve, the shares represented by all such proxies will be voted for the
election of such substitute as the Board of Directors may recommend. At this
time, the Board of Directors knows of no reason why any of the nominees might
be unable to serve, if elected. There are no arrangements or understandings
between any director or nominee and any other person pursuant to which such
director or nominee was selected.
</TABLE>
<TABLE>
<CAPTION>
Shares of
Common Stock
Beneficially
Owned at Percent
Director Term to September 5, of
Name Age Position(s) Held Since(1) Expire 1997(2) Class
- ----------------- --- ---------------- -------- ------- ------------ --------
<S> <C> <C> <C> <C> <C> <C>
NOMINEES
Myron L. Graber 49 Director 1992 2000 9,686 1.5
Rick R. Hofer 49 Chairman of the 1988 2000 9,691 1.5
Board
Stan Carlson 40 President, Chief 1993 2000 31,030 4.7
Executive Officer
and Director
DIRECTORS CONTINUING IN OFFICE
James D. Gorham 59 Director 1991 1998 2,191 *
Mary Levy 43 Director 1993 1998 8,691 1.3
Richard L. Weeks 75 Director 1978 1999 18,691 2.9
J. Richard Wiley 61 Director 1978 1999 4,691 *
- --------------
</TABLE>
* Less than 1%.
(1) Includes service as a director of the Bank.
(2) Includes shares held directly, as well as, in retirement accounts, held
by certain members of the named individuals' families, or held by trusts
of which the named individual is a trustee or substantial beneficiary,
with respect to which the named individuals may be deemed to have sole
voting and investment power.
The business experience of each director and director nominee is set
forth below. All directors have held their present positions for at least the
past five years, except as otherwise indicated.
Myron L. Graber is President of Graber Home Improvement, Inc., a
building materials supply company in Washington, Iowa. Mr. Graber is also a
member of Habitat for Humanity, Washington Concert Association, Optimist Club
and Washington Mennonite Church.
Rick R. Hofer has been the personnel and credit manager of Sitler
Electric Supply in Washington, Iowa since 1993. Prior to that time, he was
the manager of Spurgeon's Department Store for 20 years. Mr. Hofer is also a
member of Noon Kiwanis and St. James Church.
<PAGE>
<PAGE>
Stan Carlson is the President and Chief Executive Officer of Washington
and the Bank. He was elected President and Chief Executive Officer of the
Bank in 1993 and of the Company upon its formation in 1995. Prior to 1993, he
was a Vice President of Northwoods State Bank. Mr. Carlson is also a member
of Optimists Club, a past president of Washington Athletic Booster Club, a
past president of the Rotary Club and a member of Immanuel Lutheran Church.
James D. Gorham is a District Agent for Northwestern Mutual Life
Insurance Co. in Washington, Iowa. Mr. Gorham is the President of the
Washington Economic Development Group and also a member of Rotary, Sierra
Club, Nature Conservatory and Washington County Historical Society.
Mary Levy is treasurer and co-owner of Mose Levy Co., Inc., a steel
distributor in Washington, Iowa. Mrs. Levy is also a member of Washington
County Historical Society, American Cancer Society, Iowa Natural Heritage
Foundation, and YWCA/YMCA.
Richard L. Weeks is President and Owner of Sitler Electric Supply, Inc.,
an electrical wholesaler and operator of two lighting showrooms in Washington
and Marion, Iowa. Mr. Weeks is also a member of Noon Kiwanis, Methodist
Church, Country Club, YMCA, Masonic Lodge, Shriners, Washington County I-
Club, and the Athletic Club of Iowa City.
J. Richard Wiley is currently the owner of Wiley Computers, a computer
retailer in Washington, Iowa. Prior to founding Wiley Computers, Mr. Wiley
was the manager of Apex Computer Systems in Iowa City, Iowa, the owner of
Wiley's Mere Farm, a family farm corporation and Iowa Computer Solutions,
Inc., a computer retailer in Washington, Iowa. Mr. Wiley is also a member of
United Presbyterian Church, Farm Bureau, and Marion Chamber of Commerce.
Board of Directors' Meetings and Committees
Board and Committee Meetings of the Company. Meetings of the Company's
Board of Directors are generally held on a quarterly basis. The Board of
Directors of the Company held 6 meetings during the year ended June 30, 1997.
No incumbent director attended fewer than 75% of the total number of meetings
held by the Board of Directors and by all committees of the Board of Directors
on which he or she served during the year.
The Board of Directors of the Company has the same standing committees
as the Bank. None of the Company-level committees met during fiscal year
1997.
Board and Committee Meetings of the Bank. Meetings of the Bank's Board
of Directors are held on a monthly basis. The Board of Directors met 13 times
during the fiscal year ended June 30, 1997. During fiscal 1997, no incumbent
director of the Bank attended fewer than 75% of the aggregate of the total
number of Board meetings or the total number of meetings held by the
committees of the Board of Directors on which he served. The principal
committees of the Board of Directors of the Bank are Audit, Compensation,
Planning, Investment and Loan Committees.
The Audit Committee is comprised of Directors Graber and Weeks. The
Audit Committee is responsible for selecting the independent accountants and
meeting with the independent accountants to outline the scope and review the
results of the annual audit. The Audit Committee met one time during fiscal
year 1997. The Audit Committee also performs periodic cash audits, in
addition to reviewing loan files and appraisers for the Bank.
The Compensation Committee is comprised of Directors Gorham and Levy.
The Compensation Committee is responsible for continual review of the
performance of the management group consisting of the President/Chief
Executive Officer, the Vice Presidents and the Controller. It also sets
levels of compensation for all employees. The Compensation Committee met
three times in fiscal year 1997.
<PAGE>
<PAGE>
The Planning Committee is comprised of Directors Wiley and Graber. The
Planning Committee approves the budget and strategic plan. The Planning
Committee met two times in fiscal year 1997.
The Investment Committee is comprised of Directors Weeks and Gorham.
The investment committee functions as the asset/liability committee and
monitors the Bank's interest rate spread and interest rate risk. The
investment committee also makes recommendations on purchases and sales, and
sets the interest rates to be paid on deposits. The Investment Committee met
39 times in fiscal 1997.
The Loan Committee is comprised of Directors Gorham, Levy, Hofer, and
Wiley. The Loan Committee approves all real estate loans and ratifies all
consumer and commercial loans as well as home equity and home improvement
loans. They also set the interest rates charged on loans. The Loan Committee
met 36 times in fiscal year 1997.
The Boards of Directors of the Company and the Bank have no standing
nominating committees. The full Boards of Directors act as nominating
committees. While the Boards will consider nominees recommended by others, the
Boards have not actively solicited nominations nor established any procedures
for this purpose.
Director Compensation
Cash Compensation of the Company. During fiscal 1997, the Board of
Directors of the Company were not paid for their service in such capacity.
Cash Compensation of the Bank. Each member of the Board of Directors
of the Bank receives $500 for each monthly and one annual meeting of the Board
attended. There are no fees paid for service on any Board committee.
Stock Benefit Plans. Each non-employee member of the Board of
Directors of the Company received a one time award of an option to purchase
2,818 shares pursuant to the Stock Option Plan and a restricted stock award of
1,127 shares under the RRP.
Executive Compensation
The Company has not paid any compensation to its executive officers
since its formation. The Company does not presently anticipate paying any
compensation to such persons.
The following table sets forth the compensation paid or accrued by
Washington Federal for services rendered by the Chief Executive Officer. No
executive officer of the Bank made in excess of $100,000 during fiscal 1997.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-Term
Compensation
--------------------
Annual Compensation Awards
---------------------- --------------------
Restricted
Stock Options/ All Other
Salary(1) Bonus Award(s) SARs Compensation
Name and Principal Position Year ($) ($) ($) (#) ($)
- --------------------------- ---- -------- ------- ---------- --------- ------------
<S> <C> <C> <C> <C> <C> <C>
Stan Carlson, President, Chief 1997 $76,500 $2,197 $69,870 16,437 ---
Executive Officer and Director 1996 $60,000 $8,121 --- --- ---
1995 $59,543 $6,000 --- --- $2,865(2)
</TABLE>
(1) Includes director fees.
(2) Includes the Company's contribution to its profit-sharing plan on
behalf of Mr. Carlson.<PAGE>
<PAGE>
No stock appreciation rights or limited stock appreciation rights were
granted to the named executive officer under the Company's Stock Option and
Incentive Plan or the Recognition and Retention Plan. The following table
sets forth certain information concerning the grant of stock options pursuant
to the Company's Stock Option and Incentive Plan to the named officer during
the fiscal year ended June 30, 1997.
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Individual Grants
--------------------------------------------- Potential Realizable
Number of Value at Assumed
Shares % of Total Annual Rates of Stock
Underlying Options/SARs Exercise Price Appreciation
Options/ Granted to or Base for Option Term
SARs Employees in Price Expiration ---------------------
Granted # Fiscal Year ($/Sh) Date 5% ($) 10% ($)
---------- ------------ --------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Stan Carlson 16,437 31.2% $11.25 10/15/06 $116,293 $294,709
</TABLE>
The following table sets forth certain information concerning the number
and value of in-the-money (when the fair market value of the common stock
exceeds the exercise price of the option) stock options at June 30, 1997 held
by the named executive officer and stock options exercised during fiscal 1997.
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES
Value of
Number of Unexercised
Unexercised In-the-Money
Shares Options/SARs at Options/SARs at
Acquired Value FY-End (#) FY-End ($)
on Exercise Realized ------------------------- -------------------------
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- ----------------- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Stan Carlson --- $--- --- 16,437 $--- $61,639
</TABLE>
__________
(1) The value of options held is based upon the average of the high and low
sales price of the Company's common stock of $15.00 per share as quoted
on the National Daily Quotation Service by the National Quotation
Bureau on June 25, 1997, the last day on which the Company's common
stock traded in fiscal 1997, less the respective exercise price.
Employment Agreement. During 1995, Washington Federal entered into an
employment agreement with President Stan Carlson. The agreement is for a term
of three years and has a base salary of $60,000. The agreement is terminable
by Washington Federal for just cause, defined in the agreement as personal
dishonesty, incompetence, willful misconduct, any breach of fiduciary duty
involving personal profit, intentional failure to perform stated duties,
willful violation of any law, rule, or regulation (other than traffic
violations or similar offenses) or final cease and desist order, or material
breach of any provision of the employment agreement. Any request by a bank
regulator that President Stan Carlson be removed shall also be deemed just
cause. If the agreement is terminated for just cause, the employee only
receives his salary up to the date of termination. If Washington Federal
terminates the agreement without just cause, the employee is entitled to a
continuation of salary from the date of termination through the remaining term
of the agreement.
<PAGE>
<PAGE>
The agreement provides that in the event of involuntary termination of
employment in connection with, or within one year after, any change in control
of the Company or Washington Federal, the employee will be paid a lump sum
equal to approximately three times the employee's annual "base" salary. If a
lump sum payment had been made as of June 30, 1997, Mr. Carlson would have
received a payment of approximately $192,500. The agreement may be renewed
annually if the Board of Directors determines that the executive has met its
requirements and standards.
Benefit Plans
Employee Stock Ownership Plan. Washington has established an employee
stock ownership plan (the "ESOP") for the exclusive benefit of participating
employees. Participating employees are employees who have completed one year
of service with Washington or its subsidiaries and have attained the age of
21.
The ESOP is funded by contributions made by Washington in cash or its
common stock. Benefits may be paid either in shares of common stock or in
cash. Washington Federal anticipates contributing approximately $45,600
annually to the ESOP to meet principal obligations under the ESOP loan, as
proposed, and an additional amount for accrued interest on the loan. It is
anticipated that all such contributions shall be tax-deductible.
Contributions to the ESOP and shares released from the suspense account
will be allocated among participants on the basis of total compensation,
excluding bonuses. All participants must be employed at least 1,000 hours in
a plan year and be employed on the last day of the plan year in order to
receive an allocation. Participant benefits become 100% vested after seven
years of service. Employment prior to the adoption of the ESOP shall count
toward vesting. Vesting will be accelerated upon retirement, death,
disability, change of control of the Company, or termination of the ESOP.
Forfeitures will be reallocated to participants on the same basis as other
contributions in the plan year. Benefits may be payable in the form of a lump
sum upon retirement, death, disability or separation from service.
Washington's contributions to the ESOP are discretionary and may cause a
reduction in other forms of compensation. Therefore, benefits payable under
the ESOP cannot be estimated.
The Board of Directors has appointed Directors Gorham and Levy to the
Compensation Committee to administer the ESOP. The Board of Directors or the
Compensation Committee may instruct the ESOP Trustee regarding investments of
funds contributed to the ESOP. The ESOP Trustee must vote all allocated
shares held in the ESOP in accordance with the instructions of the
participating employees. Unallocated shares and allocated shares for which no
timely direction is received will be voted by the ESOP Trustee, subject to the
Trustee's fiduciary duties.
Certain Transactions
Washington, like many financial institutions, has followed a policy of
granting various types of loans to officers, directors and employees. Such
loans (1) have been made in the ordinary course of business, (2) were made on
substantially the same terms and conditions, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
Washington's other customers, and (3) do not involve more than the normal risk
of collectibility or present other unfavorable features. All loans by
Washington to its directors and executive officers are subject to OTS
regulations restricting loans and other transactions with affiliated persons
of Washington. Loans to officers and directors of Washington and their
affiliates, amounted to approximately $602,000 or 5.68% of Washington's
stockholders' equity at June 30, 1997.
PROPOSAL II - RATIFICATION OF APPOINTMENT OF AUDITORS
At the Annual Meeting of Stockholders, the stockholders will consider
and vote on the ratification of the appointment of McGladrey & Pullen, LLP
("M&P") as the Company's independent auditors for the Company's fiscal year
ending June 30, 1998.
The Board of Directors of the Company has heretofore renewed the
Company's arrangement for M&P to be the Company's auditors for the fiscal year
ending June 30, 1998, subject to ratification by the Company's stockholders.
Representatives of M&P are expected to attend the Meeting to respond to
appropriate questions and to make a statement if they so desire.<PAGE>
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR"
THE
RATIFICATION OF THE APPOINTMENT OF M&P AS THE COMPANY'S AUDITORS
FOR THE
FISCAL YEAR ENDING JUNE 30, 1998.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Company's proxy materials for
the next annual meeting of stockholders, any stockholder proposal to take action
at such meeting must be received at the Company's office located at 102 East
Main Street, Washington, Iowa 52353, no later than May 16, 1997. Any such
proposal shall be subject to the requirements of the proxy rules adopted
under the Exchange Act.
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Meeting other than those matters described above in this Proxy Statement.
However, if any other matter should properly come before the Meeting, it is
intended that holders of the proxies will act in accordance with their best
judgment.
The cost of solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to the beneficial owners of Common Stock. In addition to solicitation by mail,
directors, officers and regular employees of the Company and/or the Bank may
solicit proxies personally or by telegraph or telephone without additional
compensation.
Washington, Iowa
September 15, 1997
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
X PLEASE MARK VOTES
- ---- AS IN THIS EXAMPLE
REVOCABLE PROXY
WASHINGTON BANCORP
<S> <C> <C> <C>
ANNUAL MEETING OF STOCKHOLDERS I. The election of the following
OCTOBER 15, 1997 directors for the terms specified:
The undersigned hereby appoints the Board FOR WITHHELD
of Directors of Washington Bancorp (the
"Company"), and its survivor, with full MYRON L. GRABER (3-year term) ---
- ---
power of substitution, to act as attorneys
and proxies for the undersigned to vote all RICK R. HOFER (3-year term) --- ---
shares of common stock of the Company which
the undersigned is entitled to vote at the STAN CARLSON (3-year term) --- ---
Annual Meeting of Stockholders (the
"Meeting"), to be held on Wednesday, October
15, 1997 at the Company's main office, located
at 102 East Main Street, Washington, Iowa, at
4:30 P.M. local time, and at any and all
adjournments thereof, as follows:
FOR ABSTAIN AGAINST
II. The ratification of the --- --- ---
appointment of McGladrey & Pullen,
LLP, independent auditors for
the Company for the fiscal year
ending June 30, 1998
In their discretion, the proxies are authorized to vote on
any other business that may properly come before
the Meeting or any adjournment thereof.
The Board of Directors recommends a vote "FOR" the listed
proposals.
Please be sure to sign and Date THIS PROXY WILL BE VOTED AS DIRECTED,
BUT IF NO INSTRUCTIONS
and date this Proxy in the ARE SPECIFIED, THIS PROXY WILL BE VOTED
FOR THE PROPOSALS
box below. ------------- STATED. IF ANY OTHER BUSINESS IS PRESENTED
AT SUCH MEETING,
THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS
PROXY
IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE
BOARD
- -------------------------------------------- OF DIRECTORS KNOWS OF NO OTHER BUSINESS
TO BE PRESENTED AT
Stockholder sign above Co-holder (if any) THE MEETING.
sign above
</TABLE>
<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
Detach above card, sign, date and mail in postage paid envelope provided.
WASHINGTON BANCORP
- --------------------------------------------------------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
This proxy may be revoked at any time before it is voted by: (i) filing
with the Secretary of the Company at or before the Meeting a written notice
of revocation bearing a later date than the proxy; (ii) duly executing a
subsequent proxy relating to the same shares and delivering it to the Secretary
of the Company at or before the Meeting; or (iii) attending the Meeting and
voting in person (although attendance at the Meeting will not in and of
itself constitute revocation of a proxy). If this proxy is properly
revoked as described above, then the power of such attorneys and proxies shall
be deemed terminated and of no further force and effect.
The undersigned acknowledges receipt from the Company, prior to the
execution of this Proxy, of a Notice of the Annual Meeting, a Proxy Statement
and the Company's Annual Report to Stockholders for the fiscal year ended
June 30, 1997.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
- -------------------------------------------------------------------------------
<PAGE>
