Exhibit 10.1

                           CHANGE OF CONTROL AGREEMENT

      THIS AGREEMENT is made and entered into this 22nd day of May, 2003 by and
between Cape Cod Bank and Trust Company, N.A., a national banking association
(the "Bank"), CCBT Financial Companies, Inc., a Massachusetts corporation (the
"Company") (the Bank and the Company, collectively, the "Employers") and Nancy
S. Hardaway, a resident of Yarmouth, Massachusetts ("Employee").

      WITNESSETH, the Company is the holding company for the Bank;

      WHEREAS the Employers have determined that it is in the best interests of
the Employers to allow the Employee to consider the prospect of a Change in
Control (as herein defined) in an objective manner and in consideration of the
services to be rendered by the Employee to the Employers and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by the Employers, the Employers are willing to provide, subject to
the terms of this Agreement, certain benefits upon the occurrence of a
Terminating Event (as herein defined) subsequent to a Change in Control.

      NOW THEREFORE, in consideration of the promises and mutual covenants
herein contained, the Employers and the Employee hereby agree as follows:

1.    Definitions.

      1.1   "Affiliate" means:

                1.1.1   A member of a controlled group of corporations of which
                        either of the Employers is a member; or

                1.1.2   An unincorporated trade or business which is under
                        common control with either of the Employers as
                        determined in accordance with Section 414(c) of the
                        Internal Revenue Code of 1986, as amended (henceforth
                        the "Code") and regulations issued thereunder.

                        For purposes hereof, a "controlled group of
                        corporations" shall mean a controlled group of
                        corporations as defined in Section 1563(a) of the Code
                        determined without regard to Section 1563(a)(4) and
                        (e)(3)(C) of the Code.

      1.2   "Base Annual Salary" means the annualized value of the Employee's
            salary, based on the most recent pay period, prior to a Change of
            Control.

      1.3   "Change in Duties" means:

                1.3.1   A significant reduction in the nature or scope of the
                        Employee's authority or duties from those immediately
                        prior to the date on which a Change of Control occurs;

                1.3.2   A reduction in the Employee's Base Annual Salary;

                1.3.3   Exclusion from any incentive program from which the
                        Employee was previously eligible, or which other
                        executives with comparable duties participate in;

                1.3.4   A change in location of the Employee's principal place
                        of employment by more than fifty (50) miles;

      1.4   "Change in Control" shall be deemed to have occurred in any one of
            the following events:

                1.4.1   if there has occurred a change in control of either the
                        Company or the Bank which the Company or the Bank would
                        be required to report in response to Item 1 of Form 8-K
                        promulgated under the Securities Exchange Act of 1934,
                        as amended (the "Exchange Act"), or, if such form and
                        the related regulations are no longer in effect, any
                        forms or regulations promulgated by the Securities and
                        Exchange Commission, pursuant to the Exchange Act, which
                        are intended to serve similar purposes; or

                1.4.2   A Change in Control of the Company or the Bank has
                        occurred within the meaning of the Change in Bank
                        Control Act, as amended and the rules and regulations
                        promulgated thereunder; or


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                1.4.3   Without limitation such a Change in Control shall be
                        deemed to have occurred at such time as:

                              1.4.3.1.  Any "person" (as the term is used in
                                        Section 13(d) and 14(d) of the Exchange
                                        Act), or group of persons acting in
                                        concert, is or becomes the "beneficial
                                        owner" (as defined in Rule 13d-3 under
                                        the Exchange Act) directly or
                                        indirectly, of any class of equity
                                        securities of the Bank representing 50%
                                        or more of a class of equity securities
                                        except for any securities purchased by
                                        the Bank's employee stock ownership plan
                                        and trust; or

                              1.4.3.2.  Individuals who constitute the Board of
                                        the Company on the date hereof (the
                                        "Incumbent Board") cease for any reason
                                        to constitute at least a majority
                                        thereof, provided that any person
                                        becoming a director subsequent to the
                                        date hereof whose election was approved
                                        by a vote of at least three-quarters of
                                        the directors comprising the Incumbent
                                        Board, or whose nomination for election
                                        by the Company's shareholders was
                                        approved by the same Committee serving
                                        under an Incumbent Board, shall be, for
                                        purposes of this clause (b) considered
                                        as though he were a member of the
                                        Incumbent Board; or

                              1.4.3.3.  A plan of reorganization, merger,
                                        consolidation, sale of all or
                                        substantially all the assets of the
                                        Company or similar transaction occurs in
                                        which the Company is not the resulting
                                        entity; or

                              1.4.3.4.  A proxy statement shall be distributed
                                        soliciting proxies from stockholders of
                                        the Company, by someone other than the
                                        current management of the Company,
                                        seeking stockholder approval of a plan
                                        or similar transaction with one or more
                                        corporations as a result of which the
                                        outstanding shares of the class of
                                        securities then subject to such plan or
                                        transaction are exchanged for or
                                        converted into cash or property or
                                        securities not issued by the Company.

                1.4.4   Notwithstanding the foregoing, no Change in Control
                        shall be deemed to occur by virtue of the Bank becoming
                        a subsidiary of the Company.

      1.5   "Code" means the Internal Revenue Code of 1986, as from time to time
            amended.

      1.6   "Constructive Termination" means the voluntary termination of
            employment by the Employee following a Change in Duties following a
            Change of Control.

      1.7   "Employment Compensation" means any salary, bonus or commissions
            paid to the Employee as an employee (as defined in the Code) by any
            entity other than the Employers or their successors. If the Employee
            is a partner in a partnership, this definition shall include the
            Employee's share of partnership income.

      1.8   "Exchange Act" means the Securities Exchange Act of 1934, as from
            time to time amended.

      1.9   "Termination for Cause" means the termination of the Employee's
            employment with the Bank or the Company, as applicable, as a result
            of:

                1.9.1   The Employee's failure or refusal to perform the
                        Employee's duties occasioned by reason other than
                        sickness or other disability of the Employee, which is
                        not cured within ten (10) business days after written
                        notice from the Bank or the Company, as applicable,
                        specifying such failure or refusal has been delivered;

                1.9.2   Commission by the Employee of any materially fraudulent,
                        dishonest or other act of misconduct in the performance
                        of the Employee's duties hereunder, other than at the
                        specific direction of the Board of the Bank or the
                        Company, as applicable; or

                1.9.3   Conviction for any felony or crime involving moral
                        turpitude.

      1.10  "Voting Securities" means any securities which ordinarily possess
            the power to vote in the election of directors without the happening
            of any precondition or contingency.

2.    Term. Subject to the provisions for earlier termination hereinafter set
      forth in Section 4 of this Agreement, the term of this Agreement shall
      commence on the date hereof and end on the day preceding the second
      anniversary hereof.


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3.    Automatic Extension. Unless the Employee receives written notification
      from either of the Employers of their intention not to renew this
      Agreement at least twelve (12) months prior to the expiration date, plus
      any extensions, the term of this Agreement shall automatically be extended
      by twelve (12) months.

4.    Termination of Employment.

      4.1   Termination Prior to a Change in Control:

                4.1.1   Prior to a Change in Control, the Employers may
                        terminate the Employee's employment under this Section
                        of the Agreement for any reason.

                4.1.2   If the Employee's employment is terminated pursuant to
                        this Section 4.1, any severance policies maintained by
                        the Bank or the Company, as applicable, shall apply and
                        no amounts shall be payable pursuant to this Agreement.

      4.2   Termination following a Change in Control:

                4.2.1   If, during a period of two years following a Change in
                        Control, the employment of the Employee is terminated by
                        the Bank or the Company, as applicable, for any reason,
                        other than Cause, or if the Employee is subject to
                        Constructive Termination, benefits shall be payable
                        under Section 5.

                4.2.2   If the Employee voluntarily terminates his or her
                        employment following a Change in Control for any reason
                        other than Constructive Termination, no amount shall be
                        paid pursuant to this agreement.

5.    Benefit following a Change in Control. If a benefit is payable, pursuant
      to Section 4.2.1, the Employee shall receive, in monthly installments,
      payable on the first of each month, an amount equal to:

      5.1   One-twelfth (1/12th) of the Employee's Base Annual Salary, less any
            withholding required pursuant to the Code; reduced by

      5.2   Any Employment Compensation payable to the Employee for that month,
            whether received currently or deferred.

      5.3   This benefit shall be payable for 24 months following the
            termination of the Employee's employment with the Bank or the
            Company, as applicable.

      5.4   No other amounts shall be payable under this Agreement in lieu of
            bonuses, perquisites or other benefits maintained by the Employers,
            nor shall the Employee be considered to continue in the employ of
            the Bank or the Company, as applicable, while payments are being
            made pursuant to this Section 5.

      5.5   Limitation on Benefits.

                5.5.1   It is the intention of the Employee and of the Employers
                        that no payments by the Employers to or for the benefit
                        of the Employee under this Agreement or any other
                        agreement or plan pursuant to which he is entitled to
                        receive payments or benefits shall be non-deductible to
                        the Employers by reason of the operation of Section 280G
                        of the Code relating to parachute payments. Accordingly,
                        and notwithstanding any other provision of this
                        Agreement or any such agreement or plan, if by reason of
                        the operation of said Section 280G, any such payments
                        exceed the amount which can be deducted by the
                        Employers, such payments shall be reduced to the maximum
                        amount which can be deducted by the Employers. To the
                        extent that payments exceeding such maximum deductible
                        amount have been made to or for the benefit of the
                        Employee, such excess payments shall be refunded to the
                        Employers with interest thereon at the applicable
                        Federal Rate determined under Section 1274(d) of the
                        Code, compounded annually, or at such other rate as may
                        be required in order than no such payments shall be
                        non-deductible to the Employers by reason of the
                        operation of said Section 280G. To the extent that there
                        is more than one method of reducing the payments to
                        bring them within the limitations of said Section 280G,
                        the Employee shall determine which method shall be
                        followed, provided that if the Employee fails to make
                        such determination within forty-five days after the
                        Employers have sent him written notice of the need for
                        such reduction, the Employers may determine the method
                        of such reduction in their sole discretion.


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                5.5.2   If any dispute between the Employers and the Employee as
                        to any of the amounts to be determined under this
                        Section 5.5.2, or the method of calculating such
                        amounts, cannot be resolved by the Employers and the
                        Employee, either the Employers or the Employee after
                        giving three days' written notice to the other, may
                        refer the dispute to a partner in the Boston office of a
                        firm of independent certified public accountants
                        selected jointly by the Employers and the Employee. The
                        determination of such partner as to the amount to be
                        determined under Section 5(a) and the method of
                        calculating such amounts shall be final and binding on
                        both the Employers and the Employee. The Employers shall
                        bear the costs of any such determination.

6.    Miscellaneous.

      6.1   Agreement Supersedes. This Agreement supersedes all prior agreements
            and understandings by and between the Employee and the Employers and
            of any Affiliates of their respective directors, officers,
            shareholders, employees, attorneys, agents, or representatives,
            including any Severance Agreement, Employment Letter, Employment
            Terms, Non-Disclosure Agreement and /or Employment Agreement, and
            constitutes the entire agreement between the parties, respecting the
            subject matter hereof; there are no representations, warranties or
            other commitments other than those expressed herein.

      6.2   Noncontravention. The Employee represents and warrants to the
            Employers that the Employee is not a party to or bound by, and the
            employment of the Employee by the Employers or the Employee's
            disclosure of any information to the Employers or their use of such
            information will not violate or breach any employment, retainer,
            consulting, license, non-competition, non-disclosure, trade secrets
            or other agreement between the Employee and any other person,
            partnership, corporation, joint venture, association or other
            entity.

      6.3   Modification; Waiver. No modification or amendment of, or waiver
            under, this Agreement shall be valid unless signed in writing and
            signed by the Employee and the Chairman of the Board of Directors of
            the Bank and the Company, pursuant to expressed authority of the
            Board of each entity.

      6.4   Indemnification. The Employee and the Employers and their Affiliates
            each agree to indemnify and hold the other harmless from, any and
            all claims, lawsuits, losses, damages, expenses, costs and
            liabilities, including, without limitation, court costs and
            attorney's fees which a party to this Agreement may sustain as a
            result of, or in connection with, either directly or indirectly, a
            breach or violation of any of the provisions of this Agreement by
            the other party.

      6.5   Remedies. The Employee hereby agrees that if the Employee violates
            any provision of this Agreement, the Employers shall be entitled, if
            they, or either of them, so elect, to institute and prosecute
            proceedings at law or in equity to obtain damages with respect to
            such violation or to enforce the specific performance of this
            Agreement by the Employee or to enjoin the Employee from engaging in
            any activity in violation hereof.

      6.6   Waiver. The waiver by either party to this Agreement of a breach of
            any provision of this Agreement by the other shall not operate or be
            construed as a waiver of any subsequent breach.

      6.7   Notices. Any communication which may be required under this
            Agreement shall be in writing and shall be deemed to have been
            properly given when delivered personally at the address set forth
            below for the intended party during normal business hours, or when
            sent by U.S. registered or certified mail, return receipt requested,
            postage prepaid as follows:

            If to the Bank or                  Cape Cod Bank and Trust Company
            the Company:                       307 Main Street
                                               Hyannis, MA 02601

            If to the Employee:                Ms. Nancy S. Hardaway
                                               83 Nautical Lane
                                               Yarmouth, MA  02664

            Notices shall be given to such other addressee or address, or both,
            as a particular party may from time to time request by written
            notice to the other party to the Agreement. Each notice, request,
            demand, approval or other communication which is sent in accordance
            with this Section shall be deemed to be delivered, given and
            received for all purposes of this Agreement as of two business days
            after the date of deposit thereof for mailing in a duly constituted
            U.S. post office or


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            branch thereof, one business day after deposit with a recognized
            overnight courier service or upon written confirmation of receipt of
            any facsimile transmission. Notice given to a party hereto by any
            other method shall only be deemed to be delivered, given and
            received when actually received in writing by such party.

      6.8   Binding Nature; Employment Status. This Agreement shall inure to the
            benefit of and be binding upon the Employers, jointly and severally,
            and the Employee. This is not an agreement for the employment of the
            Employee and shall confer no rights on the Employee except as herein
            expressly provided.

      6.9   Governing Law. This Agreement shall be governed and construed in
            accordance with the laws of The Commonwealth of Massachusetts.

      6.10  Allocation of Obligations. The Bank and the Company shall allocate
            among themselves which party shall be responsible for paying the
            severance payments and other benefits directed by this Agreement.
            The payment by either party of such severance payments and other
            benefits shall satisfy the obligations of the non-paying party under
            this Agreement. Both the Bank and the Company shall be jointly
            liable in the event of a failure by both parties to pay such
            severance payments and other benefits.

      6.11  Assignment; Prior Agreements. Neither the Employers nor the Employee
            may make any assignment of this Agreement or any interest herein, by
            operation of law or otherwise, without the prior written consent of
            the other party, and without such consent any attempted transfer
            shall be null and void and of no effect. This Agreement shall inure
            to the benefit of and be binding upon the Employers and the
            Employee, their respective successors, executors, administrators,
            heirs and permitted assigns. In the event of the Employee's death
            prior to the completion by the Employers of all payments due him
            under this Agreement, the Employers shall continue such payments to
            the Employee's beneficiary designated in writing to the Employers
            prior to his death (or to his estate, if he fails to make such
            designation). This Agreement supersedes any prior agreement covering
            the subject matter hereof.

      6.12  Enforceability. If any portion or provision of this Agreement shall
            to any extent be declared illegal or unenforceable by a court of
            competent jurisdiction, then the remainder of this Agreement, or the
            application of such portion or provision in circumstances other than
            those as to which it is so declared illegal or unenforceable, shall
            not be affected thereby, and each portion and provision of this
            Agreement shall be valid and enforceable to the fullest extent
            permitted by law.

      6.13  Waiver. No waiver of any provision hereof shall be effective unless
            made in writing and signed by the waiving party. The failure of any
            party to require the performance of any term or obligation of this
            Agreement, or the waiver by any party of any breach of this
            Agreement, shall not prevent any subsequent enforcement of such term
            or obligation or be deemed a waiver of any subsequent breach.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
a sealed instrument as of the day and year first above written.


CAPE COD BANK AND TRUST                             EMPLOYEE
COMPANY, N.A.
A national banking association


By:         /s/ John Otis Drew                      /s/ Nancy S. Hardaway
            -------------------                     ---------------------
     Name:  John Otis Drew                          Name: Nancy S. Hardaway
     Title: Chairman of the
            Board of Directors


CCBT FINANCIAL COMPANIES, INC.


By:         /s/ Stephen B. Lawson
            ---------------------
     Name:  Stephen B. Lawson
     Title: President and Chief Executive Officer


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