AMENDED AND RESTATED
                           CHANGE OF CONTROL AGREEMENT


               THIS AMENDED AND RESTATED AGREEMENT is made and entered into this
15th day of June 2000, 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 Robert R. Prall, a resident of Dennis,
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.

               WHEREAS the Employer and the Employee hereby amend and restate
this Agreement to reflect the reorganization of the Bank into holding company
structure, including the addition of the Company as a party to this Agreement.

               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.


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     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

            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 lease
                              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

<PAGE>


                    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;


<PAGE>


            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.

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.



<PAGE>


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.


<PAGE>


            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



<PAGE>

            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:                       Mr. Robert R. Prall
               23 Schooner Road
               Dennis, MA 02638

            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 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


<PAGE>

            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.



<PAGE>



               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
a Massachusetts Corporation


By:         /s/ John Otis Drew                      /s/ Robert R. Prall
            -------------------                     -------------------
    Name:   John Otis Drew                    Name: Robert R. Prall
    Title:  Chairman of the
            Board of Directors


CCBT BANCORP, INC.


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


DOCSC\709529.2