February 2, 1998


The 1855 Bancorp
791 Purchase Street
New Bedford, Massachusetts 02740

Ladies and Gentlemen

     The undersigned is a director of Sandwich Bancorp
("Sandwich") and is the beneficial holder of shares of common
stock of Sandwich ("Sandwich Common Stock").

     Sandwich and The 1855 Bancorp ("1855 Bancorp") are
considering the execution of an Affiliation and Merger Agreement
("Affiliation Agreement") contemplating the merger of a newly
formed special-purpose subsidiary  of Compass Bank, a
Massachusetts stock savings bank and wholly owned subsidiary of
1855 Bancorp, with and into Sandwich, with Sandwich as the
surviving corporation of the merger (the "Merger"), such
execution being subject in the case of 1855 Bancorp to the
execution and delivery of this letter agreement ("Agreement"). 
In consideration of the substantial expenses that 1855 Bancorp
will incur in connection with the transactions contemplated by
the Affiliation Agreement and in order to induce 1855 Bancorp to
execute the Affiliation Agreement and to proceed to incur such
expenses, the undersigned agrees and undertakes, in his capacity
as a shareholder of Sandwich and not in his capacity as a
director of Sandwich, as follows:

     1.  The undersigned will vote or cause to be voted for
approval of the Affiliation Agreement all of the shares of
Sandwich Common Stock the undersigned is entitled to vote with
respect thereto.

     2.  The undersigned will not effect any transfer or other
disposition of any of the undersigned's shares of Sandwich
Common Stock until Sandwich's shareholders have voted to approve
the Affiliation Agreement or until the Affiliation Agreement has
been terminated pursuant to the terms thereof.  In the case of
any transfer by operation of law or otherwise, this Agreement
shall be binding upon and inure to the benefit of the
transferee.  Any transfer or other disposition in violation of
the terms of this paragraph 2 shall be null and void.

     3.  The undersigned agrees that Sandwich's transfer agent
shall be given an appropriate stop transfer order and shall not
be required to register any attempted transfer of shares of
Sandwich Common Stock, unless the transfer has been effected in
compliance with the terms of this Agreement.

     4.  The undersigned acknowledges and agrees that any remedy
at law for breach of the foregoing provisions shall be
inadequate and that, in addition to any other relief which may
be available, 1855 Bancorp shall be entitled to temporary and
permanent injunctive relief without the necessity of proving
actual damages.


February 2, 1998
Page 2

     5.  The foregoing restrictions shall not apply to shares
with respect to which the undersigned may have voting power as a
fiduciary for others.  In addition, this agreement shall only
apply to actions taken by the undersigned in his capacity as a
shareholder of Sandwich and shall not in any way limit or affect
actions the undersigned may take in his capacity as a director
of Sandwich.

     IN WITNESS WHEREOF, the undersigned has executed this
Agreement as of the date first above written.

                          Very truly yours,


                          _________________________


Accepted and agreed to as of 
the date first above written:

THE 1855 BANCORP


By: ________________________
    Its