[LETTERHEAD OF SANDWICH BANCORP, INC.]


                  SANDWICH BANCORP RECEIVES
                COMPETING MERGER PROPOSAL FROM
               CAPE COD BANK AND TRUST COMPANY

    SANDWICH, MASSACHUSETTS, February 17, 1998.... Sandwich
Bancorp, Inc. (NASDAQ: SWCB), the holding company for The
Sandwich Co-operative Bank, Sandwich, MA, announced that it had
received today from Cape Cod Bank and Trust Company, South
Yarmouth, MA (NASDAQ: CCBT), a written non-binding expression of
interest in acquiring Sandwich for a per share price of
approximately $60.  The expression of interest contemplates a
non-taxable stock-for-stock exchange with the possible
alternative of up to 20% of the purchase price in cash.  The
expression of interest also contemplates CCB&T's acceptance of
applicable non-financial terms of the previously announced
definitive agreement between Sandwich and CompassBank.  That
agreement, entered into and announced on February 2, 1998,
provides for CompassBank's acquisition of Sandwich for a per
share cash purchase price of $53.

     Frederic D. Legate, President and Chief Financial Officer
of Sandwich, stated that Sandwich had just today received the
CCB&T expression of interest and the Board of Directors of
Sandwich will consider as soon as possible its financial and
other terms.  Sandwich will provide additional information with
respect to this matter following the Board's review.