<PAGE>
 
                                                                    EXHIBIT 99.1
================================================================================

                     FEDERAL DEPOSIT INSURANCE CORPORATION
                            WASHINGTON, D.C. 20429

                     ====================================


                                    FORM 10-K

               ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                      THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997 - FDIC CERTIFICATE NUMBER: 10538


            =======================================================

                        CAPE COD BANK AND TRUST COMPANY
                        -------------------------------
            (Exact name of Registrant as specified in its charter)

<TABLE> 
<S>                                                      <C> 
      MASSACHUSETTS                                                   04-1465780
      -------------                                                   ----------
(State of Incorporation)                                 (I.R.S. Employer Identification No.)

307 MAIN STREET, HYANNIS, MASSACHUSETTS                                 02601
---------------------------------------                                 -----
(Address of principal executive office)                              (Zip Code)

(Registrant's telephone #, incl. area code): 508-394-1300
                                             ------------
</TABLE> 

                     ====================================

          Securities registered pursuant to Section 12(b) of the Act:

Title of each class                 Name of each exchange on which registered
-------------------                 -----------------------------------------

NONE
----

                     ====================================

          Securities registered pursuant to Section 12(g) of the Act:

<TABLE> 
<S>                                         <C>  
Title of class                                     Name of each exchange on which registered
--------------                                     -----------------------------------------

COMMON CAPITAL STOCK                         NASDAQ NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.
--------------------                         -------------------------------------------------------
</TABLE> 

                     ====================================

        Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. [X] Yes [_]| No

        Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (ss. 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K. [_]

                                      1.
<PAGE>
 
Cape Cod Bank and Trust Company
Form 10-K
December 31, 1997
--------------------------------------------------------------------------------

        State the aggregate market value of the voting and non-voting common
equity held by non-affiliates of the registrant. The aggregate market value
shall be computed by reference to the price at which the common equity was sold,
or the average bid and asked prices of such common equity, as of a specified
date within 60 days prior to the date of filing. (See definition of affiliate in
Rule 405, 17 CFR 230.405.) $185,751,812.00

        Note.-- If a determination as to whether a particular person or entity
is an affiliate cannot be made without involving unreasonable effort and
expense, the aggregate market value of the common stock held by non-affiliates
may be calculated on the basis of assumptions reasonable under the
circumstances, provided that the assumptions are set forth in this Form.

             APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
                 PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

        Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. [_] Yes [_] No

                  (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

        Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date. 4,530,532

                       DOCUMENTS INCORPORATED BY REFERENCE

        List hereunder the following documents if incorporated by reference and
the Part of the Form 10-K (e.g., Part I, Part II, etc.) Into which the document
is incorporated: (1) Any annual report to security holders; (2) Any proxy or
information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or 
(c) under the Securities Act of 1933. The listed documents should be clearly
described for identification purposes (e.g., annual report to security holders
for fiscal year ended December 24, 1980).

        1.     ANNUAL REPORT TO SECURITY HOLDERS FOR FISCAL YEAR ENDED DECEMBER
               31, 1997.

        2.     PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS ON APRIL 23,
               1998.

                     ------------------------------------

                                     PART I

ITEM 1. BUSINESS.

        THE BANK IS A STATE-CHARTERED COMMERCIAL BANK WITH TRUST POWERS,
        ORGANIZED UNDER THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS. THE
        PRESENT BANK IS THE RESULT OF A MERGER BETWEEN THE HYANNIS TRUST COMPANY
        AND THE CAPE COD TRUST COMPANY IN 1964 AND A SUBSEQUENT MERGER WITH THE
        BUZZARDS BAY NATIONAL BANK IN 1974. THE MAIN OFFICE OF CAPE COD BANK AND
        TRUST COMPANY IS LOCATED AT 307 MAIN STREET, HYANNIS, BARNSTABLE COUNTY,
        MASSACHUSETTS. THERE ARE 25 OTHER BANKING OFFICES LOCATED IN BREWSTER,
        BUZZARDS BAY, CENTERVILLE, CHATHAM, DENNIS, SOUTH DENNIS, FALMOUTH, EAST
        HARWICH, HARWICHPORT, HYANNIS, MASHPEE, NORTH EASTHAM, ORLEANS,
        OSTERVILLE, POCASSET, PROVINCETOWN, SANDWICH, SOUTH YARMOUTH, WELLFLEET
        AND A CUSTOMER SERVICE CENTER WHICH IS LOCATED IN SOUTH YARMOUTH. ALL OF
        THE BANK'S FACILITIES ARE LOCATED IN BARNSTABLE COUNTY, MASSACHUSETTS.
        THE BANK IS A MEMBER OF THE FEDERAL DEPOSIT INSURANCE CORPORATION BUT IS
        NOT A MEMBER OF THE FEDERAL RESERVE SYSTEM. THE BANK HAS SEVERAL
        WHOLLY-OWNED SUBSIDIARIES. AT DECEMBER 31, 1997, THE BANK EMPLOYED 333
        PEOPLE ON A FULL-TIME BASIS AND ANOTHER 52 PEOPLE ON A PART-TIME BASIS.

                                      2.
<PAGE>
 
Cape Cod Bank and Trust Company
Form 10-K
December 31, 1997
--------------------------------------------------------------------------------


        CAPE COD BANK AND TRUST COMPANY IS THE LARGEST COMMERCIAL BANK
        HEAD-QUARTERED IN BARNSTABLE COUNTY. IT OFFERS A COMPLETE RANGE OF
        COMMERCIAL BANKING SERVICES FOR INDIVIDUALS, BUSINESSES, NON-PROFIT
        ORGANIZATIONS, GOVERNMENTAL UNITS AND FIDUCIARIES. DURING THE PAST FIVE
        YEARS, THERE HAS BEEN NO SIGNIFICANT CHANGE IN THE PRINCIPAL MARKETS OR
        THE BANKING SERVICES OFFERED BY THE BANK. THE BANK HAS NOT MERGED WITH
        OR ACQUIRED THE BUSINESS OF ANY OTHER BANK OR ENTITY SINCE 1974. THE
        BANK RECEIVES SUBSTANTIALLY ALL OF ITS DEPOSITS FROM AND MAKES
        SUBSTANTIALLY ALL OF ITS LOANS TO INDIVIDUALS AND BUSINESSES ON CAPE
        COD.

        THE BANK'S PRINCIPAL SOURCES OF REVENUE ARE LOANS AND INVESTMENTS WHICH
        ACCOUNTED FOR 80% OF THE BANK'S GROSS INCOME DURING 1997. OF THE
        REMAINING PORTION, 3% WAS RECEIVED FROM SERVICE CHARGES. THE BALANCE WAS
        DERIVED FROM TRUST DEPARTMENT INCOME AND OTHER MISCELLANEOUS ITEMS.
        BANKING SERVICES FOR INDIVIDUALS INCLUDE CHECKING ACCOUNTS, REGULAR
        SAVINGS ACCOUNTS, NOW ACCOUNTS, MONEY MARKET DEPOSIT ACCOUNTS,
        CERTIFICATES OF DEPOSIT, CLUB ACCOUNTS, MORTGAGE LOANS, CONSUMER LOANS,
        CREDIT CARD SERVICES, SAFE DEPOSIT SERVICES, TRUST SERVICES, DISCOUNT
        BROKERAGE AND INVESTMENT SERVICES. IN THE LATTER CATEGORY, THE BANK DOES
        A MAJOR BUSINESS IN ACTING AS AGENT TO PURCHASE U.S. GOVERNMENT
        SECURITIES FOR ITS CUSTOMERS. THE BANK ALSO OWNS AND MAINTAINS 26
        AUTOMATED TELLER MACHINES WHICH ARE CONNECTED TO THE TX, AMEX, CIRRUS,
        NYCE, EXCHANGE, AND PLUS NETWORKS. TRUST DEPARTMENT SERVICES INCLUDE
        ESTATE, TRUST, TAX RETURNS, AGENCY, INVESTMENT MANAGEMENT, DISCOUNT
        BROKERAGE, CUSTODIAL SERVICES, AND IRA ACCOUNTS.

        THE BANK HAS NO INVOLVEMENT IN FOREIGN COUNTRIES AND DOES NOT DERIVE ANY
        OF ITS INCOME FROM FOREIGN SOURCES.

ITEM 2. PROPERTIES.

        A.     PROPERTIES HELD IN FEE - BANKING OFFICES

                1)   307 MAIN STREET, HYANNIS - MAIN OFFICES
                2)   835 MAIN STREET, OSTERVILLE - BRANCH OFFICE
                3)   536 MAIN STREET, HARWICHPORT - BRANCH OFFICE
                4)   1095 ROUTE 28, SOUTH YARMOUTH - BRANCH OFFICE
                5)   40 MAIN STREET, ORLEANS - BRANCH OFFICE
                6)   SHANK PAINTER ROAD, PROVINCETOWN - BRANCH OFFICE
                7)   121 MAIN STREET, BUZZARDS BAY - BRANCH OFFICE
                8)   119 ROUTE 6A, SANDWICH - BRANCH OFFICE
                9)   ROUTE 6A AND UNDERPASS ROAD, BREWSTER - BRANCH OFFICE
               10)   700 ROUTE 6A, DENNIS - BRANCH OFFICE
               11)   JONES ROAD, FALMOUTH - BRANCH OFFICE
               12)   693 MAIN STREET, CHATHAM - BRANCH OFFICE
               13)   MAIN STREET, WELLFLEET - BRANCH OFFICE

               NONE OF THE ABOVE OFFICES ARE SUBJECT TO MORTGAGE LIENS OR ANY
               OTHER ENCUMBRANCE. THE MAIN OFFICE IS LOCATED IN HYANNIS,
               MASSACHUSETTS, AND IS A MODERN, TWO-STORY BRICK BUILDING LOCATED
               ON APPROXIMATELY TWO ACRES OF LAND. THE HARWICHPORT OFFICE AND
               THE BUZZARDS BAY OFFICE ARE SOMEWHAT LARGER THAN THE REMAINING
               OFFICES, HAVING FORMERLY BEEN THE MAIN OFFICE OF THE CAPE COD
               TRUST COMPANY AND THE BUZZARDS BAY NATIONAL BANK PRIOR TO MERGER.
               THE BANK ALSO OWNS A HOUSE IN MEREDITH, NEW HAMPSHIRE, ONE IN
               ORLANDO, FLORIDA, AND ONE IN KILLINGTON, VERMONT WHICH ARE USED
               AS VACATION SITES BY ITS EMPLOYEES.

        B.     RENTAL OF BANK PREMISES:

               THE LAND ON WHICH THE HYANNIS AIRPORT ROTARY OFFICE IS LOCATED IS
               RENTED FROM THE BARNSTABLE MUNICIPAL AIRPORT AS TENANTS AT WILL
               FOR $53,067 PER YEAR. THE BANKING OFFICE LOCATED IN POCASSET ON
               THE CORNER OF MACARTHUR BOULEVARD AND BARLOW'S LANDING ROAD IS
               LEASED FROM PAUL J. MEDERIOS FOR $25,000 PER YEAR PLUS TAXES AND
               OTHER EXPENSES UNDER A LEASE EXPIRING IN 2005. A BANKING OFFICE
               AT THE INTERSECTION OF ROUTE 28 AND CAMP OPECHEE ROAD,
               CENTERVILLE IS LEASED FOR $50,000 IN 1998 AND AN

                                      3.
<PAGE>
 
Cape Cod Bank and Trust Company
Form 10-K
December 31, 1997
--------------------------------------------------------------------------------


               INCREASE OF $2,500 PER YEAR PLUS TAXES AND OTHER EXPENSES UNDER A
               LEASE EXPIRING IN 2008 WITH RIGHT TO RENEW FOR AN ADDITIONAL
               FIFTEEN YEAR PERIOD. THE ROUTE 134, SOUTH DENNIS BRANCH OFFICE IS
               LEASED FROM CHAMBERLAIN REALTY FOR $44,000 PER YEAR UNTIL 2001
               AND $22,000 IN 2002 PLUS TAXES AND OTHER EXPENSES. THE BANKING
               OFFICE AT SKAKET CORNERS, ORLEANS IS LEASED FROM SKAKET
               ASSOCIATES FOR $50,916 IN 1998 AND 1999; $58,554 IN 2000, 2001
               AND 2002; $67,337 IN 2003, 2004 AND 2005; AND $77,437 IN 2006 AND
               2007 PLUS TAXES AND OTHER EXPENSES UNDER A LEASE EXPIRING IN
               2007. THE BANK ALSO OPERATES A CUSTOMER SERVICE CENTER WHICH IS
               LEASED FROM THE DAVENPORT REALTY TRUST, SOUTH YARMOUTH FOR
               $111,972 PER YEAR PLUS TAXES AND OTHER EXPENSES UNTIL 2011 AND
               $27,993 IN 2012 UNDER A LEASE EXPIRING IN 2012 WITH THE RIGHT TO
               RENEW FOR AN ADDITIONAL TEN-YEAR PERIOD. THE BANKING OFFICE
               LOCATED IN THE VILLAGE GREEN SHOPPING CENTER ON BRACKETT ROAD,
               NORTH EASTHAM IS LEASED FROM ALAN G. VADNAIS FOR $9,450 IN 1998
               AND $2,400 IN 1999 EXPIRING ON 3/31/99. THE OFFICE LOCATED AT 763
               MAIN STREET, FALMOUTH IS LEASED FROM RFB REALTY TRUST FOR $42,000
               THROUGH 2001 AND $24,500 IN 2002 WITH A LEASE EXPIRING SEPTEMBER,
               2002 WITH THE OPTION OF RENEWING THE LEASE FOR TWO ADDITIONAL
               FIVE-YEAR PERIODS. THE BANK ALSO RENTS A BUILDING NEXT DOOR TO
               THE CUSTOMER SERVICE CENTER FROM DAVENPORT REALTY TRUST, SOUTH
               YARMOUTH FOR $76,200 IN 1998 TO 2011 AND $19,050 IN 2012. IN
               ADDITION, THE BANK ALSO RENTS OFFICE SPACES FROM STOP & SHOP FOR
               $408,000 PER YEAR UNDER A LEASE EXPIRING IN 1999 AND $204,000 IN
               2000. THE BANK ALSO PAYS RENT FOR ATMS FOR $14,925 IN 1998,
               $12,000 IN 1999 AND 2000 AND $7,000 IN 2001.

ITEM 3. LEGAL PROCEEDINGS.

        THE BANK IS NOT INVOLVED IN ANY MATERIAL PENDING LEGAL PROCEEDINGS.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

        THERE WERE NO MATTERS SUBMITTED TO A VOTE OF SECURITY HOLDERS IN THE
        FOURTH QUARTER OF 1997.

         =============================================================

                                     PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

          CAPE COD BANK AND TRUST COMPANY'S COMMON STOCK TRADES ON THE NASDAQ
          NATIONAL MARKET SYSTEM UNDER THE SYMBOL "CCBT". THE TABLE BELOW SHOWS
          THE HIGH AND LOW TRADING PRICES OF THE STOCK FOR EACH QUARTER IN THE
          PAST TWO YEARS AND THE DIVIDENDS DECLARED EACH QUARTER, ADJUSTED FOR
          THE TWO-FOR-ONE STOCK DISTRIBUTION MADE MAY 10, 1996. THERE ARE
          APPROXIMATELY 1,100 STOCKHOLDERS OF RECORD.

<TABLE> 
<CAPTION> 
                                    1996                                                 1997
                    -------------------------------------------       ------------------------------------------
                       First     Second      Third      Fourth         First      Second      Third      Fourth       
                      Quarter    Quarter    Quarter     Quarter       Quarter    Quarter     Quarter     Quarter      
                      -------    -------    -------     -------       -------    -------     -------     -------
<S>                   <C>        <C>        <C>         <C>           <C>        <C>         <C>         <C> 
Market price:  High   $ 20 1/2     $ 23      $ 22 1/2   $ 24 1/2       $ 27 7/8   $ 30        $ 34 1/2    $ 41         
               Low    $ 18 3/4     $ 19      $ 19 3/4   $ 20 3/8       $ 21 1/2   $ 26 3/4    $ 28 1/2    $ 35 1/4      
Dividends declared    $.17         $.18      $.18       $.18           $.21       $.21        $.21        $.21         
per share
</TABLE> 


ITEM 6. SELECTED FINANCIAL DATA.

                                      4.
<PAGE>
 
Cape Cod Bank and Trust Company
Form 10-K
December 31, 1997
--------------------------------------------------------------------------------
<TABLE> 
<CAPTION> 
                                                1997         1996         1995         1994         1993       
                                                ----         ----         ----         ----         ----       
                                            (DOLLAR AMOUNTS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)             
         <S>                                <C>          <C>          <C>          <C>          <C>            
         Total assets                       $973,105     $817,884     $646,911     $528,438     $515,324       
         Stockholders' equity                 75,636       66,603       59,601       53,087       46,115       
         Net interest income                  36,907       32,650       29,156       25,574       26,223       
         Provision for loan losses                --           --           --        1,200        6,000       
         Non-interest income                  20,174       13,874       13,649       12,320       13,275       
         Non-interest expense                 35,642       30,985       28,631       27,062       29,081       
         Provision for income taxes            8,190        6,070        5,391        1,930          397       
         Net income                           13,249        9,468        8,783        7,703        4,021       
                                                                                                               
         Book value per share                 $16.69       $14.70       $13.17       $11.72       $10.18       
         Basic and diluted earnings                                                                            
          per share(1)                          2.92         2.09         1.94         1.71          .89       
         Cash dividends per share                .84          .71          .56          .18          .12       
         Return on average assets               1.44%        1.26%        1.47%        1.43%         .76%      
         Return on average                                                                                     
          stockholders' equity                  18.7%        15.2%        15.6%        15.5%         9.0%       
</TABLE> 

         /(1)/ Based on average shares outstanding: 4,530,532 in 1997; 4,526,217
         in 1996; 4,521,370 in 1995; 4,516,618 in 1994; and 4,511,458 in 1993.
         (Adjusted for two-for-one stock distribution in 1996).

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATION.

         SEE ATTACHMENT EXCERPTED FROM 1997 ANNUAL REPORT.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

         SEE ATTACHMENT EXCERPTED FROM 1997 ANNUAL REPORT.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

         THE REQUIRED FINANCIAL STATEMENTS ARE INCLUDED LATER IN THIS REPORT.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

         THERE WERE NO CHANGES IN OR DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURES AS DEFINED BY ITEM 304 OF
         REGULATION S-K.

         ==============================================================

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

         A.    IDENTIFICATION OF DIRECTORS:

               THIS INFORMATION WAS INCLUDED IN THE PROXY STATEMENT FOR THE
               ANNUAL MEETING OF STOCKHOLDERS, APRIL 23, 1998, COPY ATTACHED.

                                      5.
<PAGE>
 
Cape Cod Bank and Trust Company
Form 10-K
December 31, 1997
--------------------------------------------------------------------------------

         B.    IDENTIFICATION OF EXECUTIVE OFFICERS:

               ALL OFFICERS WERE RE-ELECTED TO THEIR POSITIONS ON APRIL 24, 1997
               TO SERVE UNTIL THE ANNUAL MEETING ON APRIL 23, 1998.

<TABLE> 
<CAPTION> 
         --------------------------------------------------------------------------------
              OFFICER       AGE AT     TITLE AND AREA OF    DATE APPOINTED     DATE OF   
                           12/31/97     RESPONSIBILITY     TO PRESENT RANK    EMPLOYMENT 
         --------------------------------------------------------------------------------
         <S>               <C>       <C>                   <C>                <C>        
         Stephen B. Lawson    56     President and Chief       7/01/92         12/06/65  
                                     Executive Officer                                   
         --------------------------------------------------------------------------------
         Daniel G. Barrie     50     Controller and Asst.      5/13/96         5/13/96   
                                     Treasurer                                           
         --------------------------------------------------------------------------------
         Robert T. Boon       43     Chief Trust Officer       10/13/95        4/01/85   
         --------------------------------------------------------------------------------
         John S. Burnett      51     V.P. Secretary of the     12/11/80        9/07/71   
                                     Corporation                                         
         --------------------------------------------------------------------------------
         Richard L. Cathie    55     President & CEO,          10/13/95        7/21/71-  
                                     CCB&T                                    12/09/86;  
                                     Investment Co.                            6/30/88   
         --------------------------------------------------------------------------------
         Robert R. Prall      55     Chief Lending Officer     1/01/97         6/01/93   
         --------------------------------------------------------------------------------
         Noal D. Reid         53     Chief Financial           9/15/95         10/16/72  
                                     Officer and                                         
                                     Treasurer                                           
         --------------------------------------------------------------------------------
         Larry K. Squire      50     Chief Operating           9/15/95         5/17/71   
                                     Officer                                             
         -------------------------------------------------------------------------------- 
</TABLE> 

C.      IDENTIFICATION OF CERTAIN SIGNIFICANT EMPLOYEES:

        THERE ARE NO SIGNIFICANT EMPLOYEES OTHER THAN EXECUTIVE OFFICERS.

D.      FAMILY RELATIONSHIPS:

        THERE ARE NO FAMILY RELATIONSHIPS BETWEEN ANY DIRECTORS, NOMINEES FOR
        ELECTION AS DIRECTORS OR EXECUTIVE OFFICERS OF THE BANK.

E.      BUSINESS EXPERIENCE:

        (1)    BACKGROUND:

               INFORMATION ON THE DIRECTORS WAS INCLUDED IN THE PROXY STATEMENT
               FOR THE ANNUAL MEETING OF STOCKHOLDERS, APRIL 23, 1998.

<TABLE> 
<CAPTION> 
               NAME                               BUSINESS EXPERIENCE DURING THE PAST FIVE YEARS
               ----                               ----------------------------------------------
               <S>                                <C> 
               STEPHEN B. LAWSON                  EXECUTIVE VICE PRESIDENT, TRUST, 12/12/85;
                                                  PRESIDENT, CHIEF EXECUTIVE OFFICER, 7/01/92

               DANIEL G. BARRIE                   CHIEF FINANCIAL OFFICER, GRAYSTONE MORTGAGE CORP., 7/91;
                                                  CONTROLLER, ASSISTANT TREASURER, 5/13/96

               ROBERT T. BOON                     VICE PRESIDENT, MUNICIPAL SERVICES, 4/01/85;
                                                  PRESIDENT CCB&T INVESTMENT CO., 6/29/92;
                                                  CHIEF TRUST OFFICER, 10/13/95
</TABLE> 

                                      6.
<PAGE>
 
Cape Cod Bank and Trust Company
Form 10-K
December 31, 1997
--------------------------------------------------------------------------------
<TABLE> 
               <S>                                <C> 
               JOHN S. BURNETT                    SECRETARY OF THE CORPORATION, 1978
                                                  VICE PRESIDENT, 12/11/80

               RICHARD L. CATHIE                  EXECUTIVE VICE PRESIDENT, MARKETING, CCB&T, 6/30/88;
                                                  PRESIDENT, CCB&T INVESTMENT CO., 10/13/95

               BARRETT C. NICHOLS, JR.            VICE PRESIDENT, LOAN ADMINISTRATION, 12/3/90; 
                                                  EXECUTIVE VICE PRESIDENT, LOAN ADMINISTRATION, 4/05/93; 
                                                  CHIEF LENDING OFFICER, 9/15/95 TO RETIREMENT 2/28/97

               ROBERT R. PRALL                    SR. V.P., FLEET BANK OF MASSACHUSETTS, OFFICER IN CHARGE OF
                                                  COMMERCIAL REAL ESTATE LENDING, SOUTHEASTERN 
                                                  MASSACHUSETTS, 1991 TO 5/31/93; 
                                                  SR. V.P., LOAN ADMINISTRATION, REGION III, 6/01/93-12/31/96; 
                                                  CHIEF LENDING OFFICER, 1/1/97 

               NOAL D. REID                       EXECUTIVE VICE PRESIDENT AND TREASURER, 12/12/85; 
                                                  CHIEF FINANCIAL OFFICER AND TREASURER, 9/15/95 

               LARRY K. SQUIRE                    EXECUTIVE VICE PRESIDENT, RETAIL BANKING, 12/12/85; 
                                                  CHIEF OPERATING OFFICER, 9/15/95 
</TABLE> 

               THERE ARE NO LATE FILERS ACCORDING TO REGULATION S-K (SS.229.405
               OF THIS CHAPTER) PURSUANT TO SECTION 12 OF THE EXCHANGE ACT (15
               U.S.C. 781).

ITEM 11. EXECUTIVE COMPENSATION.

         THIS INFORMATION WAS INCLUDED IN THE PROXY STATEMENT FOR THE ANNUAL
         MEETING OF STOCKHOLDERS, APRIL 23, 1998.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         THIS INFORMATION WAS INCLUDED IN THE PROXY STATEMENT FOR THE ANNUAL
         MEETING OF STOCKHOLDERS, APRIL 23, 1998.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         THE BANK ENTERS INTO BANKING TRANSACTIONS IN THE ORDINARY COURSE OF ITS
         BUSINESS WITH DIRECTORS, OFFICERS, PRINCIPAL STOCKHOLDERS AND THEIR
         ASSOCIATES, ON THE SAME TERMS INCLUDING INTEREST RATES AND COLLATERAL
         ON LOANS, AS THOSE PREVAILING AT THE SAME TIME FOR COMPARABLE
         TRANSACTIONS WITH OTHERS. THE TOTAL AMOUNT OF LOANS OUTSTANDING TO
         DIRECTORS AND OFFICERS AT DECEMBER 31, 1997, 1996 AND 1995 WAS
         $15,418,661, $13,244,549, AND $8,357,326, RESPECTIVELY. DURING 1997,
         $14,818,630 IN NEW LOANS WERE MADE TO DIRECTORS AND OFFICERS AND THERE
         WERE $12,644,518 IN REPAYMENTS.

          ----------------------------------------------------------

                                      7.
<PAGE>
 
Cape Cod Bank and Trust Company
Form 10-K
December 31, 1997
--------------------------------------------------------------------------------

                                    PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

         A.    Documents filed as part of the report:

               (1)    FINANCIAL STATEMENTS

                      A.     CONSOLIDATED STATEMENTS OF CONDITION AS OF DECEMBER
                             31, 1997, 1996 AND 1995

                      B.     CONSOLIDATED STATEMENTS OF INCOME FOR THE YEARS
                             ENDED DECEMBER 31, 1997, 1996 AND 1995

                      C.     CONSOLIDATED STATEMENTS OF CASH FLOW FOR THE YEARS
                             ENDED DECEMBER 31, 1997, 1996 AND 1995

                      D.     CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'
                             EQUITY FOR THE YEARS ENDED DECEMBER 31, 1997, 1996
                             AND 1995

                      E.     NOTES TO FINANCIAL STATEMENTS

               (2)    EXHIBITS AS REQUIRED BY ITEM 601 OF REGULATION S-K
                      ((S)229.601 OF THIS CHAPTER).

                      A.     PROXY STATEMENT FOR THE ANNUAL MEETING OF
                             STOCKHOLDERS, APRIL 23, 1998

                      B.     REPORT OF MANAGEMENT - INTERNAL CONTROL OVER
                             FINANCIAL REPORTING

                      C.     REPORT OF MANAGEMENT - COMPLIANCE WITH LAWS AND
                             REGULATIONS

                      D.     INDEPENDENT PUBLIC ACCOUNTANT'S REPORT CONCERNING
                             INTERNAL CONTROL STRUCTURE AND PROCEDURES FOR
                             FINANCIAL REPORTING

        B.     Reports on Form 8-K:

               A REPORT ON FORM 8-K (FORM F-3) WAS FILED ON MAY 16, 1997, AFTER
               THE APRIL 24, 1997 ANNUAL MEETING OF STOCKHOLDERS.

                                      8.
<PAGE>
 
Cape Cod Bank and Trust Company
Form 10-K
December 31, 1997
--------------------------------------------------------------------------------

                                  SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

(Registrant)          CAPE COD BANK AND TRUST COMPANY                           
             -------------------------------------------------------------------

By (Signature and Title)* /s/ Stephen B. Lawson
                          ______________________________________________________
                        STEPHEN B. LAWSON, PRESIDENT AND CHIEF EXECUTIVE OFFICER

Date 3/12/98
     ___________________________________________________________________________

        Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.


By (Signature and Title)* /s/ Noal D. Reid
                         _______________________________________________________
                           NOAL D. REID, CHIEF FINANCIAL OFFICER AND TREASURER

Date 3/12/98
    ____________________________________________________________________________


By (Signature and Title)* /s/ Daniel G. Barrie
                         _______________________________________________________
                           DANIEL G. BARRIE, CONTROLLER AND ASSISTANT TREASURER

Date 3/12/98
    ____________________________________________________________________________

                     SIGNATURES OF THE BOARD OF DIRECTORS

                                              
                                              
 /s/ John Otis Drew                             /s/ Felicia R. Penn             
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 JOHN OTIS DREW                                 FELICIA R. PENN                 
                                                                                
 /s/ Barrett C. Nichols, Jr.                    /s/ Joshua A. Nickerson, Jr.    
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 BARRETT C. NICHOLS, JR.                        JOSHUA A. NICKERSON, JR.        
                                                                                
 /s/ Jeannine L. Hubbard                        /s/ George D. Denmark           
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 JEANNINE L. HUBBARD                            GEORGE D. DENMARK               
                                                                                
 /s/ William C. Snow                            /s/ Charles N. Robinson         
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 WILLIAM C. SNOW                                CHARLES N. ROBINSON             
                                                                                
 /s/ James H. Rice                              /s/ Stephen B. Lawson           
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 JAMES H. RICE                                  STEPHEN B. LAWSON               
                                                                                
                                                /s/ Richard M. Scudder          
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                                                RICHARD M. SCUDDER

Date          MARCH 12, 1998                                                
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*Print the name and title of each signing officer under his signature.

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