[LETTERHEAD OF SANDWICH BANCORP, INC.]


                  SANDWICH BANCORP TO REQUEST
                CLARIFICATION OF PROPOSALS AND
                  ADDITIONAL INFORMATION FROM 
                     INTERESTED ACQUIRERS



     Sandwich, Massachusetts, February 24, 1998.... Sandwich
Bancorp, Inc. (NASDAQ: SWCB) the holding company for The
Sandwich Co-operative Bank, Sandwich, Massachusetts, announced
today that its Board of Directors, consistent with the exercise
of its fiduciary duties, has determined that it is appropriate
to request additional information and a clarification of the
expressions of interest recently received from Cape Cod Bank and
Trust Company (NASDAQ:CCBT), and from two other parties who have
subsequently expressed an interest in an acquisition of
Sandwich; FirstFed America Bancorp, Inc., Fall River,
Massachusetts (AMEX:FAB) and Independent Bank Corp., Rockland,
Massachusetts (NASDAQ:INDB).  The letters recently received from
FirstFed America and Independent suggest a price per share for
the Sandwich common stock in a price range comparable to the
proposal recently received from CCB&T.  Each of these most
recent expressions of interest contemplates a stock for stock
exchange.

     Sandwich had contacted and received expressions of interest
from each of these three companies, prior to Sandwich's
consideration and approval of its definitive Merger Agreement
with CompassBank on February 2, 1998.  The most recent
expressions of interest received from these companies all exceed
the value of the proposals they had furnished to Sandwich prior
to February 2, 1998.

    The expression of interest from CCB&T, which was previously
announced on February 17, 1998, as well as those from FirstFed
America and Independent; were all received subsequent to the
execution and announcement on February 2, 1998 of Sandwich's
Merger Agreement with CompassBank for Savings.  That Agreement,
which remains in effect and to which Sandwich is bound, provides
for a cash purchase price of $53 per share.

     Sandwich cautions there can be no assurance that any of
these expressions of interest will result in a transaction which
is different from Sandwich's previously announced Merger
Agreement with CompassBank, or that the value to be obtained
will be equal to the nominal value proposed by each of these
parties.  Upon receipt of the new information requested from
these parties, Sandwich's Board of Directors will make a
determination as to how it will proceed.

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