General

Washington Bancorp ("Washington," and with its subsidiaries, the "Company") is an Iowa corporation which was organized in October 1995 by Washington Federal Savings Bank ("Washington Federal") for the purpose of becoming a savings and loan holding company. Washington Federal is a federally chartered savings bank headquartered in Washington, Iowa. Originally chartered in 1934, Washington Federal converted to a federal savings bank in 1994.

In March 1996, Washington Federal converted to the stock form of organization through the sale and issuance of its common stock to Washington. Washington, on June 24, 1997, entered into a merger agreement...