<PAGE>
 
                             AMENDED AND RESTATED
                          CHANGE IN CONTROL AGREEMENT


     THIS AMENDED AND RESTATED AGREEMENT is made and entered into this 11th day
of February, 1999, by and between Cape Cod Bank and Trust Company, a
Massachusetts trust company (the "Bank"), CCBT Bancorp, Inc., a Massachusetts
corporation (the "Company") (the Bank and the Company, collectively, the
"Employers") and Noal D. Reid, a resident of South 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.

     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.
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     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 occured
                 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
                         Company 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

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               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 1.4.3.2
                         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 a 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.

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     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.

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.

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     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  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 OF 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,

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                 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.

          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.

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<PAGE>
 
     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:   Mr. Noal D. Reid
                                156 Blue Rock Road
                                South 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 

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          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
          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.

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<PAGE>
 
     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.


                 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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<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/ Noal D. Reid
   -----------------------------      ---------------------------
  Name:  John Otis Drew               Name: Noal D. Reid
  Title: Chairman of the
         Board of Directors


CCBT BANCORP, INC.


By: /s/ John Otis Drew
   -----------------------------
  Name:  John Otis Drew
  Title: Chairman of the
         Board of Directors

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