[LETTERHEAD OF SANDWICH BANCORP, INC.]

                 COMPASSBANK TO MERGE WITH
                    SANDWICH BANCORP

     NEW BEDFORD AND SANDWICH, MASSACHUSETTS, February 2,
1998... CompassBank and Sandwich Bancorp, Inc. (NASDAQ:SWCB),
the holding company for The Sandwich Co-operative Bank,
Sandwich, MA, jointly announced today that they have signed a
definitive agreement under which CompassBank will acquire
Sandwich Bancorp for $53.00 cash per share of common stock, or
approximately $110 million.

     Sandwich Bancorp, Inc. is a Massachusetts chartered,
single-bank holding company with assets of $519 million,
deposits of $423 million and eleven full-service offices in
Barnstable and Plymouth counties.  Upon completion of the
acquisition, CompassBank's assets will increase to over $1.6
billion and total deposits will increase to $1.3 billion, making
it the third largest savings bank in Massachusetts.  The
combined companies will become the leading independent community
bank in Southeastern Massachusetts with 36 banking offices
serving 23 cities and towns from the Rhode Island border to
Plymouth, on to Cape Cod and on Martha's Vineyard.

     Kevin G. Champagne, President and CEO of CompassBank,
stated, "This merger is a natural and complementary extension of
our coastal market area and I am pleased that we will add eleven
full-service banking offices to our franchise without any branch
closures.  Consumer and business customers of both institutions
will benefit through an expanded branch distribution network, a
commitment to community-based banking and a combination of
similar banks with similar product lines.  Sandwich Co-operative
Bank, founded in 1885, has a long-standing commitment to its
customers, employees and communities.  CompassBank, founded in
1855, has thrived as a community-based savings bank with similar
commitments."

     Frederic D. Legate, President and CEO of Sandwich Bancorp,
noted, "Shareholders, customers and employees of Sandwich
Bancorp will greatly benefit from this transaction.  I am
excited that we will join CompassBank and extend Sandwich Co-
operative Bank's branch, ATM and electronic delivery network. 
In an era of mega-bank consolidations, we believe that a
combination with a strong, independent, community-focused
institution, with an adjacent franchise, will enhance customer
service, retain local jobs and enhance shareholder value. 
CompassBank's knowledge of our market, their heritage as an
institution that services coastal communities, and their
commitment to customers and employees, makes this an ideal fit."

     The proposed acquisition was announced by Kevin G.
Champagne, President and CEO of CompassBank, and Frederic D.
Legate, President and CEO of Sandwich Bancorp, and is subject to
the approval of the shareholders of Sandwich Bancorp, Inc. and
federal and state bank regulatory authorities, as well as other
customary conditions.  As part of the acquisition agreement,
CompassBank announced that following approval from the
Massachusetts Commissioner of Banks, its parent holding company,
The 1855 Bancorp would form a new mid-tier stock holding company 
which may sell up to 49% of its stock to CompassBank depositors. 
Following the subscription offering and consummation of the
acquisition agreement, The 1855


CompassBank/Sandwich Bancorp, Inc.
Page 2 of 2

Bancorp, a mutual bank holding company, would retain a majority
ownership of the new mid-tier holding company and Sandwich Co-
operative Bank would merge into CompassBank.  Subject to all
necessary approvals, the transaction is expected to be completed
in the Fall of 1998.

     Kevin Champagne continued, "our new form of ownership,
which was specifically chosen for this transaction, will allow
us to continue to focus on customers in Southeastern
Massachusetts and Cape Cod.  This form of corporate ownership
provides for a stable, long-term base for the company and will
provide continuity to the existing customers of Sandwich Co-
operative Bank and CompassBank, and to the communities served by
the banks."

     Under the terms of the agreement, Kevin G. Champagne will
serve as President and Chief Executive Officer.  Frederic D.
Legate and eight directors of Sandwich Bancorp will join The
1855 Bancorp's Board of Trustees.  Additionally, Mr. Legate and
two current directors of Sandwich Bancorp will be added to
CompassBank's Board of Directors.  The transaction represents
approximately 260% of tangible book value of Sandwich Bancorp
common stock and 21.8 times trailing earnings as of December 31,
1997 and the combination will be accounted for under the
purchase accounting method.

     CompassBank is a $1.1 billion state chartered savings bank
operating as a wholly owned subsidiary of The 1855 Bancorp.  The
bank has 23 full-service branch offices, two limited service
offices in area high schools, and a network of 25 branch and
remote ATMs, serving Southeastern Massachusetts and Martha's
Vineyard.  The bank provides a wide array of financial services
including consumer banking, mortgage lending, commercial
lending, consumer finance and alternative investments.


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