Exhibit 99.2

                               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 amended by inserting the following words
immediately after the second time "Company" appears in that section:

     "or the Bank (together, a "Non-employee Director")"

     2. Section 5(e) of the Plan is hereby  amended by deleting  that section in
its entirety and inserting therefor the following:

     "(e) Exercise  Period.  Each vested option may be exercised at any time and
from time to time, in whole or in part,  prior to the tenth  anniversary  of the
date of grant. Provided,  however, that each vested option shall be exerciseable
only so long as the optionee remains a Non-employee Director, or within one year
following such optionee's death,  disability,  or such optionee's having reached
the age of  mandatory  retirement  pursuant to the By-laws of the Company or the
Bank, as applicable. If an optionee ceases to be a Non-employee Director for any
other  reason,  any  unexercised  options  shall  terminate  and  no  longer  be
exercisable."

                                         Adopted by the Board of Directors
                                         on July 5, 2001