FIRST AMENDMENT TO CCBT FINANCIAL COMPANIES, INC. 2001 DIRECTORS' STOCK OPTION PLAN

FIRST AMENDMENT TO

CCBT FINANCIAL COMPANIES, INC.

2001 DIRECTORS' STOCK OPTION PLAN

WHEREAS, CCBT Financial Companies, Inc. (hereinafter referred to as "Company") has established the CCBT Financial Companies, Inc. 2001 Directors' Stock Option Plan hereinafter referred to as "Plan"), effective February 1, 2001; and

WHEREAS, Section 9 of the Plan reserves to the Board of Directors of the Company the right to amend the Plan at any time;

NOW, THEREFORE in consideration of the foregoing, the Board of Directors of the Company hereby agrees to amend the Plan in accordance with the following provisions, said amendment to be effective as of April 26, 2001:

1.   Section 3 of the Plan is hereby ame