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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Check the appropriate box:

Independent Bank Corp.

Independent Bank Corp.

Payment of Filing Fee (Check the appropriate box):

       1) Title of each class of securities to which transaction applies:

       2) Aggregate number of securities to which transaction applies:

       4) Proposed maximum aggregate value of transaction:

       5) Total fee paid:

       1) Amount Previously Paid:

       2) Form, Schedule or Registration Statement No.:

       3) Filing Party:

       4) Date Filed:

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ANNUAL SHAREHOLDERS MEETING

The Annual Shareholders Meeting of Independent Bank Corp. will be held at the

PLIMOTH PLANTATION

on April 22, 2004 at 3:30 p.m.

At the Annual Meeting Independent Bank Corp. will ask you to:

You may vote at the Annual Meeting if you were a stockholder of record at the close of business on February 27, 2004.

	By Order of the Independent Bank Corp. Board of Directors
	Linda M. Campion
	Clerk

YOUR VOTE IS IMPORTANT

We urge you to vote your shares by telephone, via the Internet, or by signing, dating, and returning the enclosed Proxy Card at your earliest convenience. It is important that your shares be represented, regardless of the number that you own, and you can help ensure the presence of a quorum at the Annual Meeting by casting your vote. Promptly voting your shares will save the Company the expense and extra work of additional proxy solicitation. Submitting your proxy now will not prevent you from voting at the Annual Meeting if you desire to do so, as your vote by proxy is revocable at your option.

Voting by the Internet or telephone is fast, convenient, and your vote is immediately confirmed and tabulated. You also help Independent Bank Corp. reduce postage and proxy tabulation costs by using the Internet or telephone. Please follow the instructions on the Proxy Card to vote by the Internet or telephone.

Or, if you prefer, you can return the enclosed Proxy Card in the envelope provided. An addressed envelope, for which no postage is required if mailed in the United States, is enclosed if you wish to vote your shares by mail.

PLEASE DO NOT RETURN THE ENCLOSED PROXY CARD IF YOU ARE VOTING OVER THE INTERNET OR BY TELEPHONE.

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DIRECTIONS TO ANNUAL MEETING

DRIVING DIRECTIONS

From Boston and Points North:

INDEPENDENT BANK CORP. PROXY STATEMENT

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INDEPENDENT BANK CORP. PROXY STATEMENT

I.     Date, Time, and Place of Annual Stockholders Meeting

      The Board of Directors (the “Board”) of Independent Bank Corp. (the “Company”) is making this proxy solicitation and furnishes this Proxy Statement to the holders of the Company’s common stock, $.01 par value per share (“Common Stock”), in connection with the solicitation of proxies for use at the Annual Meeting of Stockholders (“Annual Meeting”) to be held at the Plimoth Plantation, 137 Warren Avenue on Route 3A, Plymouth, Massachusetts on Thursday, April 22, 2004 at 3:30 p.m., local time, and also for use at any adjournments of the Annual Meeting. Rockland Trust Company, the Company’s wholly-owned banking subsidiary, is referred to in this Proxy Statement as “Rockland Trust.”

II.     Date of Proxy Statement

      This Proxy Statement was filed with the United States Securities and Exchange Commission (the “SEC”) on March 10, 2004 and the Board anticipates that it will be mailed to stockholders on or about March 15, 2004.

III.     Purposes of Annual Meeting

      The Annual Meeting will be held for the following purposes:

IV.     Voting of Proxies, Revocability of Proxies, and Voting Procedures Generally

      Each proxy solicited hereby, signed and returned to the Company and not revoked, in writing, prior to its use, will be voted in accordance with the instructions contained therein. The Board recommends that you vote as follows:

      Any stockholder giving a proxy has the power to revoke it at any time before it is exercised by (i) filing a written notice of revocation with the Clerk at least one business day prior to the Annual Meeting, (ii) submitting a duly executed proxy bearing a later date which is received by the Clerk at least one business day prior to the Annual Meeting, or (iii) appearing at the Annual Meeting and giving the Clerk written notice of his or her intention to vote in person. Proxies solicited hereby may be exercised only at the Annual Meeting and any adjournments thereof and will not be used for any other meeting.

      Only stockholders of record at the close of business on February 27, 2004 (“Voting Record Date”) will be entitled to vote at the Annual Meeting and any adjournments thereof. On the Voting Record Date, there were 14,659,376 shares of Common Stock issued and outstanding. Each share of Common Stock is entitled to one vote at the Annual Meeting.

      The By-Laws of the Company require that the holders of a majority of all shares of Common Stock then outstanding and entitled to vote be present in person or be represented by proxy at the Annual Meeting in order to constitute a quorum for the transaction of business. Abstentions and broker non-votes are counted for purposes of determining the presence of a quorum.

      A plurality of votes cast by stockholders present, in person or by proxy, at the Annual Meeting is required for the election of directors. Abstentions are counted as a negative vote in the tabulations of the votes on proposals presented to stockholders, whereas broker non-votes are disregarded for purposes of determining whether a proposal has been approved.

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V.     Matters to be Voted Upon at Annual Meeting

      The Company’s Articles of Organization provide that the Board shall be divided into three classes as nearly equal in number as possible, and that the members of each class are to be elected for a term of three years. Currently, there are 12 members of the Board, divided into three classes of Directors.

      Directors continue to serve until their three-year term expires and until their successors are elected and qualified, unless they earlier retire in accordance with the Company’s mandatory retirement age for Directors (at age 72), die, resign, or are removed from office. One class of directors is to be elected annually. The Joint Nominating and Corporate Governance Committee of the Board (the “Joint Nominating Committee”) has nominated the following four Class II Directors (the “Board Nominees”) for reelection at the Annual Meeting:

Board Nominees: Class II Directors (Term Expires in 2004):

The Company, under the direction of the Board of Directors, continues to enhance its long-term value and provide long-term financial returns to stockholders. The Joint Nominating Committee therefore recommends reelection of all four of the Board Nominees.

      Unless instructions to the contrary are received, it is intended that the shares represented by proxies will be voted for the reelection of the Board Nominees as Class II Directors. The Company has no reason to believe that any of the Board Nominees will be unable to serve. If, however, any of the Board Nominees should not be available for election at the time of the Annual Meeting, it is the intention of the persons named as proxies to vote the shares to which the proxy relates, unless authority to do so has been withheld or limited in the proxy, for the election of such other person or persons as may be designated by the Board or, in the absence of such designation, in such other manner as they may, in their discretion, determine.

The Joint Nominating Committee Therefore Recommends That You Vote

      The proxy also confers discretionary authority with respect to any other business which may come before the Annual Meeting, including rules for the conduct of the Annual Meeting. The Board knows of no other matter to be presented at the Annual Meeting. It is the intention of the persons named as proxies to vote the

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VI.     Board of Directors

      In addition to the Board Nominees set forth above, the Board of the Company is comprised of the individuals listed below. As the membership of the Board of the Company and the Rockland Trust Board of Directors is now overlapping and identical, the current membership of the Rockland Trust Board is also described below.

Class I Directors (Term Expires in 2006) (Directors Continuing In Office)

      Richard S. Anderson. Age 61. Mr. Anderson is an owner and principal executive of Anderson-Cushing Insurance Agency, Inc., an insurance broker in Middleborough, Massachusetts. Mr. Anderson became a Director of the Company and of Rockland Trust in 1992.

      Kevin J. Jones. Age 52. Mr. Jones is Treasurer of Plumbers’ Supply Company, a wholesale plumbing supply company, in Fall River, Massachusetts. Mr. Jones became a Director of Rockland Trust in 1997 and a Director of the Company in 2000.

      Richard H. Sgarzi. Age 61. Mr. Sgarzi is the President and Treasurer of Black Cat Cranberry Corp., a cranberry grower in Plymouth, Massachusetts. Mr. Sgarzi has served as a Director of Rockland Trust since 1980 and as a Director of the Company since 1994.

      Thomas J. Teuten. Age 63. Mr. Teuten is Chairman of the Board of both A.W. Perry, Inc. and A.W. Perry Security Corporation, real estate investment companies in Boston, Massachusetts. Mr. Teuten was named Chairman of the Board of the Company and Rockland Trust in July 2003. Mr. Teuten has served as a Director of Rockland Trust since 1975 and as a Director of the Company since 1986.

Class III Directors (Term Expires in 2005) (Directors Continuing In Office)

      Alfred L. Donovan. Age 69. Mr. Donovan is an independent consultant specializing in marketing and business strategy, based in Boston, Massachusetts. Mr. Donovan became a Director of Rockland Trust in 1967 and a Director of the Company in 2000.

      E. Winthrop Hall. Age 68. Mr. Hall is President and Chairman of the Board of Directors of F. L. & J. C. Codman Co., a real estate company in Rockland, Massachusetts. Mr. Hall became a Director of Rockland Trust in 1980 and a Director of the Company in 2000.

      Robert D. Sullivan. Age 61. Mr. Sullivan is President of Sullivan Tire Co, Inc., a retail and commercial tire and automotive repair service with locations throughout Massachusetts, Maine, New Hampshire, and Rhode Island. Mr. Sullivan has been a Director of Rockland Trust since 1979 and became a Director of the Company in 2000.

      Brian S. Tedeschi. Age 53. Mr. Tedeschi is Chairman of the Board of Directors of Tedeschi Realty Corp., a real estate development company in Rockland, Massachusetts. Mr. Tedeschi has served as a Director of Rockland Trust since 1980 and of the Company since 1991.

      While the Company has always had a strong corporate governance record, during 2003 the Company took additional steps to enhance its corporate governance practices. When the time came to choose a new Chairman of the Board in mid-2003, the Board unanimously selected Thomas J. Teuten, an independent outside Director, as Chairman of the Board of both the Company and of Rockland Trust, thereby formally separating the Chairman and Chief Executive Officer (“CEO”) roles.

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      During 2003 the Board formed a special purpose Corporate Governance Committee, composed of Director Anderson as Chairman and Directors Clark, Donovan, Jones, Sgarzi and Teuten, to review current corporate governance “best practices.” On February 12, 2004 the efforts of the Board’s “best practices” review culminated when, based upon the recommendations of the Corporate Governance Committee, the Board adopted a written statement of Governance Principles, a revised Audit Committee Charter, and written charters for all of the Board Committees which had not previously had them. The Boards of the Company and Rockland Trust also combined and consolidated existing board Committees on February 12, 2004, as described below. The Company’s Governance Principles, as well as the Charter for each current Committee of the Board of the Company and/or of Rockland Trust may be viewed by accessing the Shareholders link on the Rockland Trust website (http://rocklandtrust.com). The Company’s Common Stock ownership guidelines for Directors are set forth in the Company’s Governance Principles.

      Rockland Trust adopted a written Code Of Ethics long ago to assist its Directors, officers, and employees in adhering to their ethical and legal responsibilities. During 2003 the Company and Rockland Trust together adopted a Joint Code Of Ethics to comply fully with the Sarbanes-Oxley Act. The current version of the Joint Code Of Ethics may be viewed by accessing the Shareholders link on the Rockland Trust website (http://rocklandtrust.com).

      NASDAQ Stock Market (“NASDAQ”) rules, and the Company’s Governance Principles, require that at least a majority of the Company’s Board be composed of “independent” Directors. All of the Company’s Directors other than Mr. Oddleifson, who is the CEO and President of the Company and Rockland Trust, are “independent” within the meaning of both the NASDAQ rules and the Company’s own Corporate Governance Principles. Eleven of the Company’s 12 Directors, therefore, are currently “independent” Directors.

      None of the Company’s 12 Directors are members of board of directors of any other publicly-traded company. The Company’s formal position on the time which Directors must be willing to devote to their duties is set forth in the Company’s Governance Principles.

      It is the policy of the Company that, to the extent possible, all Directors attend the Annual Meeting. All of the Company’s current Directors attended last year’s Annual Meeting.

      During 2003, the Boards of the Company and Rockland Trust had 12 concurrent meetings. All Directors attended at least 75% of the meetings of the Company’s Board during 2003.

      During 2003 the Board of the Company had standing Executive, Audit, Stock Option Plan and Nominating Committees. During 2003 the Board of the Company also formed a special purpose Corporate Governance Committee, which met three times. During 2003 the Rockland Trust Board had standing Executive, Audit, Compensation, and Trust Committees.

      During 2003 the Executive Committees of the Company and Rockland Trust were composed of the same permanent and rotating members, with Messrs. Clark (who acted as Chairman of the Executive Committee), Oddleifson, Sgarzi, and Teuten the permanent members of the Executive Committee. During 2003 all other members of the Board served on the Executive Committees of the Company and Rockland Trust in a rotating capacity for three months at least once during the year.

      Until April 10, 2003, the Audit Committee of the Company was comprised of Messrs. Spurr, as Chairman, Clark, and former Director Robert L. Cushing, who resigned from the Board as of April 10, 2003. On May 8, 2003 the Board voted to combine the Audit Committees of the Company and of Rockland Trust into a Joint Audit Committee, with membership comprised of Messrs. Spurr, as Chairman, Sullivan, as Vice Chairman, Clark, Donovan, and Hall.

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      The following table provides 2003 membership by current Directors and meeting information for each of the standing Committees of the Company’s Board:

      The Rockland Trust Compensation Committee held 16 meetings in 2003. Its membership was comprised of permanent members Messrs. Clark, who served as Chairman, Sgarzi, and Teuten, plus those Directors serving as rotating members of the Executive Committee of Rockland Trust at the time of the Compensation Committee meeting.

      All Directors attended at least 75% of the 2003 Committee meetings of the Company’s Board of which they were members, with the exception of Director Tedeschi, who attended two meetings out of six of his rotating Executive Committee term.

      No executive officer of the Company or of Rockland Trust served on the Stock Option Committee of the Company or on the Rockland Trust Compensation Committee. Aside from the Company’s Stock Option Committee and the Rockland Trust Compensation Committee, no Director or executive officer of the Company or Rockland Trust served on the Stock Option Committee or Compensation Committee of any other entity which determined whether to award compensation to any Director or executive officer.

      On February 12, 2004 the Committee structure for the Boards of the Company and Rockland Trust were combined and consolidated so that the Boards of the Company and Rockland Trust currently have: a Joint Audit Committee, a Joint Compensation Committee, a Joint Executive Committee, and the Joint Nominating Committee. The Rockland Trust Board continues to have a separate Trust Committee. The role, purpose, and function of each of the current Committees of the Boards of the Company and Rockland Trust are described in their Charters, which may be viewed by accessing the Shareholders link on the Rockland Trust website (http://rocklandtrust.com).

      The current members of the Joint Nominating Committee are Director Anderson, as Chairman, and Directors Clark, Donovan, Jones, Sgarzi and Teuten. The Board has determined that each of the Joint Nominating Committee’s current members are “independent” as defined under NASDAQ rules. The role, purpose, and function of the Joint Nominating Committee is described in its Charter, which may be viewed by accessing the Shareholders link on the Rockland Trust website (http://rocklandtrust.com). The role of the Joint Nominating Committee includes selecting Director nominees to be presented for shareholder approval at the Annual Meeting, including the nomination of sitting Directors for reelection and the consideration of any Director nominations submitted by shareholders. All Director candidates are evaluated in accordance with the

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      Director Teuten, who was named Chairman of the Board as of July 1, 2003, received an annual retainer of $8,750. The non-employee Directors who served as permanent members of the Executive Committees of the Company and Rockland Trust received an annual retainer of $7,500, except that Mr. Clark, the Executive Committee Chairman, received an annual retainer of $10,000. Those Directors who served as rotating members of the Executive Committees of the Company and Rockland Trust received an annual retainer of $5,000. Directors Spurr and Sullivan, as Chairman and Vice-Chairman, respectively, of the Audit Committee, each received an annual retainer of $7,500.

      Mr. Teuten, as Chairman of the Board, received a $1,500 fee per Board meeting attended. All non-employee Directors received an $850 fee per meeting for attendance at Board meetings.

      Mr. Clark, the Chairman of the Executive Committees for both the Company and Rockland Trust, received a $1,500 fee per Executive Committee meeting attended. Directors Spurr and Sullivan, as Chairman and Vice-Chairman, respectively, of the Audit Committee, received a $1,500 fee per meeting attended. Each other non-employee Director who was a member of the Company’s Audit Committee or Rockland Trust’s Executive or Audit Committee received a $1,000 fee per meeting attended.

      Mr. Anderson, the Chairman of the Corporate Governance Committee, received a $1,500 fee per meeting attended. Each non-employee director received a $1,000 fee per Corporate Governance Committee meeting attended.

      No fees were paid to any member of the Company’s Stock Option Plan Committee or Rockland Trust Compensation Committee for attendance at Committee meetings.

      No fees were paid to any Director who was an employee of the Company or Rockland Trust for attendance at any Board or Board Committee meetings.

      Under the Directors’ Option Plan, each person who was a non-employee director of the Company or of Rockland Trust on April 16, 1996 automatically received a non-qualified stock option to purchase 5,000 shares of Common Stock at the then fair market value of the Common Stock. Each person who thereafter becomes a non-employee director of the Company or of Rockland Trust shall receive, on the first anniversary of his or her election, a non-qualified stock option to purchase 5,000 shares of Common Stock at its then fair market value. Thereafter, each such non-employee director shall receive a non-qualified stock option to purchase 1,000 shares of Common Stock upon the later of (a) the expiration of one year following his or her election to the Board, or (b) the third business day following the day of the annual meeting of stockholders, at the then current fair market value.

              C.     Report of the Joint Audit Committee of the Company and Rockland Trust¹

      Each member of the Joint Audit Committee is “independent” as defined under Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended, the rules and regulations of the SEC thereunder, and the listing standards of the NASDAQ Stock Market. In addition, the Board has determined that the Joint Audit Committee has an “audit committee financial expert,” as defined in regulations issued pursuant to the

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      The Joint Audit Committee operates under a written charter adopted and approved by the Board. On February 12, 2004, the Board, acting upon the recommendation of the Joint Audit Committee, approved and adopted the revised written charter that is attached as Exhibit A to this Proxy Statement.

      The Joint Audit Committee is responsible for providing independent, objective oversight of the Company’s audit process and for monitoring the Company’s accounting, financial reporting, data processing, regulatory, and internal control functions. One of the Joint Audit Committee’s primary responsibilities is to enhance the independence of the audit function, thereby furthering the objectivity of financial reporting. Accordingly, the Joint Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the work of the Company’s independent auditors, who must report directly to the Joint Audit Committee. The Joint Audit Committee regularly meets privately with the Company’s independent auditors, who have unrestricted access to the Joint Audit Committee.

      The other duties and responsibilities of the Joint Audit Committee are to: (1) oversee and review the Company’s financial reporting process and internal control systems; (2) evaluate the Company’s financial performance, as well as its compliance with laws and regulations; (3) oversee management’s establishment and enforcement of financial policies; and (4) provide an open avenue of communication among the independent auditors, financial and senior management, the Internal Audit Department and the Board, including the resolution of any disagreements that may arise regarding financial reporting.

      The Joint Audit Committee has:

      The following table shows the fees paid or accrued by the Company for audit and other services provided by KPMG LLP during the fiscal years ended December 31, 2003 and December 31, 2002:

      The $85,500 in “Other” amounts paid to KPMG LLP during 2003 is comprised of: $77,047 paid for tax return preparation and tax advisory services; and, $8,453 paid for services with respect to state taxation issues. The $39,000 in “Other” amounts paid to KPMG LLP during 2002 is comprised of: $32,000 paid for tax return preparation and tax advisory services; and, $7,000 paid for services with respect to state taxation issues.

      The Joint Audit Committee considered the compatibility of the non-audit services provided to the Company by KPMG LLP in fiscal 2003 on the independence of KPMG LLP from the Company in evaluating

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      The Joint Audit Committee has also received the written disclosures and the letter from KPMG LLP required by Independence Standards Board Standard No. 1 (Independence Discussion with Audit Committees), has discussed the independence of KPMG LLP and considered whether the provision of non-audit services by KPMG LLP is compatible with maintaining auditor independence, and has satisfied itself as to the auditor’s independence.

      Based on the review and discussions noted above, the Joint Audit Committee has recommended to the Board that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003 for filing with the SEC. A representative of KPMG LLP is expected to be present at the Annual Meeting to respond to appropriate questions and will have the opportunity to make a statement if s/he so desires.

      Since January 1, 2003, neither the Company nor Rockland Trust has been a party to any transaction or series of transactions in which the amount involved exceeded $60,000 and which any Director, executive officer, or holder of more than 5% of our stock had or will have a direct or indirect material interest other than:

      During 2003 Rockland Trust paid a total of $301,657 for gross insurance premiums to the Anderson-Cushing Insurance Agency, Inc. Richard S. Anderson, a Director of the Company, is the owner and principal executive of the Anderson-Cushing Agency, Inc.

      During 2003 Rockland Trust paid approximately $265,666 in rent to a landlord known as the Washington Street Joint Venture, an entity in which A.W. Perry, Inc., or its affiliated entities, has a 50% ownership interest. Thomas J. Teuten and John H. Spurr, Jr., Directors of the Company, are executive officers of A.W. Perry, Inc.

      During 2003 Rockland Trust paid approximately $110,000 in rent to a landlord known as the MFS Realty Trust, a Massachusetts nominee realty trust. Director Robert D. Sullivan is one of the four Trustees of the MFS Realty Trust. Director Sullivan does not currently have a direct beneficial interest in the MFS Realty Trust.

      In the opinion of Management of the Company, the terms of the foregoing transactions were no less favorable to the Company than those it could have obtained from an unrelated party providing comparable premises or services.

      Some of the Directors and executive officers of the Company, as well as members of their immediate families and the companies, organizations, trusts, and other entities with which they are associated, are, or during 2003 were, also customers of Rockland Trust in the ordinary course of business, or had loans outstanding during 2003, including loans of $60,000 or more, and it is anticipated that such persons and their

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VII.     Executive Officers of The Company and Rockland Trust

      The Executive Officers of the Company and Rockland Trust currently are:

      Douglas H. Philipsen and Richard F. Driscoll also served as Executive Officers of the Company and/or Rockland Trust during 2003. Mr. Philipsen began 2003 as the Chief Executive Officer and President of both the Company and Rockland Trust and later relinquished those titles to Mr. Oddleifson. Mr. Driscoll served as an Executive Vice President of Rockland Trust throughout 2003 and in early 2004 until his retirement on February 16, 2004.

      Christopher Oddleifson. Information concerning the business experience of Mr. Oddleifson, who is also a Director of the Company and Rockland Trust, has been provided previously in the section entitled “Board of Directors.”

      Raymond G. Fuerschbach. Mr. Fuerschbach has served as Senior Vice President and Human Resource Officer of Rockland Trust since April 1994. Prior thereto, Mr. Fuerschbach had been Vice President and Human Resource Officer of Rockland Trust since November 1992. From January 1991 to October 1992, Mr. Fuerschbach served as Director of Human Resources for Cliftex Corp., New Bedford, Massachusetts, a tailored clothing manufacturer, and served in the same capacity for Chesebrough-Ponds, Inc., Health-Tex Division, Cumberland, Rhode Island from 1987 to 1991.

      Amy A. Geogan. Ms. Geogan has served as the Managing Director of the Business Banking Division of Rockland Trust since January 2004. Prior thereto, Ms. Geogan served as Executive Vice President, Business Banking Group of Sovereign Bank, Boston, Massachusetts from December 1999 to February 2003. From 1991 to 1999 Ms. Geogan held various management positions at BankBoston, Boston, Massachusetts.

      Edward F. Jankowski. Mr. Jankowski has served as Chief Risk Officer of the Company and of Rockland Trust since October 2003. From November 2000 to October 2003, Mr. Jankowski was Chief Internal Auditor of the Company and Rockland Trust. Prior thereto, Mr. Jankowski served as Senior Vice President of North Shore Bank, Peabody, Massachusetts from 1995 to 2000. From 1985 to 1994,

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      Ferdinand T. Kelley. Mr. Kelley has served as Executive Vice President, Commercial Lending Division of Rockland Trust since February 1993 and as Executive Vice President, Investment Management Group of Rockland Trust since September 1999. Prior thereto, Mr. Kelley served as Senior Vice President and Credit Administrator of Multibank Financial Corp., Dedham, Massachusetts, from August 1992 to January 1993. From February 1990 to July 1991, Mr. Kelley was the Regional President of the Worcester Region (Central Massachusetts) of Bank of New England, N.A., and continued in that position with Fleet Bank of Massachusetts, N.A., from July 1991 to August 1992 following Fleet Bank’s acquisition of Bank of New England.

      Edward H. Seksay. Mr. Seksay has served as General Counsel of the Company and of Rockland Trust since July 2000. Mr. Seksay is a graduate of Suffolk University Law School, where he was Editor-In-Chief of the Law Review. Prior to joining the Company and Rockland Trust, Mr. Seksay was with the Boston, Massachusetts law firm Choate, Hall & Stewart from 1984 to 1991 and with the Boston, Massachusetts law firm Heller, Levin & Seksay, P.C. from 1991 to 2000.

      Denis K. Sheahan. Mr. Sheahan has served as Chief Financial Officer and Treasurer of the Company and Rockland Trust since May 2000. From July 1996 to May 2000, Mr. Sheahan was Senior Vice President and Controller of the Company and Rockland Trust. Prior thereto, Mr. Sheahan served as Vice President of Finance of BayBanks, Inc., Boston, Massachusetts.

      The term of office of each executive officer of the Company extends until the first meeting of the Board of Directors of the Company following the annual meeting of the Company’s stockholders and/or until his/her earlier termination, retirement, resignation, death, removal, or disqualification. The term of office of each executive officer of Rockland Trust extends until his/her termination, retirement, resignation, death, removal, or disqualification. Other than with respect to the employment agreements with Messrs. Oddleifson, Fuerschbach, Jankowski, Kelley, Seksay, and Sheahan described below, there are no arrangements or understandings between any executive officer and any other person pursuant to which such person was elected as an executive officer.

     B.     Report of Joint Compensation Committee on Executive Compensation²

     B(1).     Executive Compensation — Administration and History

      The executive compensation program of the Company and Rockland Trust has four primary components: base salary, annual cash incentive compensation, long-term compensation (equity-based opportunities), and benefits. Prior to February 12, 2004, the Company Board had formed a Stock Option Plan Committee to administer equity-based compensation and the Rockland Trust Board had formed a Compensation Committee to administer base salary, cash incentives, and benefits. On February 12, 2004 the Boards of the Company and Rockland Trust formed a Joint Compensation Committee and approved a Joint Compensation Charter to outline its role and duties. Base salary, cash incentives, benefits, and equity based opportunities are now all administered by the Joint Compensation Committee in accordance with its Charter.

      The Joint Compensation Committee, subject to the provisions of the Company’s 1987 Employee Stock Option Plan (the “1987 Plan”) and the 1997 Employee Stock Option Plan (the “1997 Plan” and, collectively with the 1987 Plan, the “Plans”), has plenary authority in its discretion to determine the employees of the Company and Rockland Trust to whom stock options shall be granted, the number of shares to be granted to each employee, the time or times at which options should be granted. The Joint Compensation Committee also has plenary authority to interpret the Plans and to prescribe, amend, and rescind rules and regulations relating to the Plans. The 1987 Plan expired in 1997, and no additional stock options may be granted under it.

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      The current membership of the Joint Compensation Committee is comprised of the Directors identified below. The Joint Compensation Committee strives to balance short-term and long-term Company performance and shareholder returns in establishing performance criteria. The Joint Compensation Committee evaluates executive compensation against these performance criteria and competitive executive pay practices before determining changes in base salary, the amount of any incentive payments, stock option awards, and other benefits.

      In 1994, the Company reviewed the objectives of Rockland Trust’s qualified and non-qualified retirement plans in light of the Congressional Omnibus Budget Reconciliation Act of 1993 and its effects on qualified retirement plan benefits. Based upon that review, the Company established that the objective of its non-qualified retirement program would be to replace from all Bank-funded sources, inclusive of social security, approximately 60% of the average of the highest five year annual covered compensation for a full 25-year career, with proportionate reduction for less than a 25-year career.

      In 1997, the Company engaged performance compensation consultants Sibson and Company (“Sibson”) to review Rockland Trust’s performance based cash compensation program for executive officers and other officers of Rockland Trust. Sibson’s review encompassed total compensation, peer compensation levels, and the linkage between cash incentive compensation, plan results, and bank performance. Sibson found that Rockland Trust’s compensation program is competitive and has supported performance improvement. Sibson’s recommendations are incorporated in the cash incentive compensation programs for executive officers and other officers of Rockland Trust, which determines whether cash bonuses are paid based principally upon comparison of the Company’s performance on Return on Assets, Return on Equity, and measures of asset quality to peer financial institutions, as well as upon regulatory compliance and other performance factors.

      In 1998, the Company amended the objective of its non-qualified retirement program to include cash incentive compensation in the calculation of retirement income objectives. This was done in response to current peer practices in this area of long-term compensation and was consistent with the results of Hay’s published survey of executive retirement practices.

      In 1999, to help accomplish the amended non-qualified retirement program objective, the Company created an additional supplemental executive retirement plan, which was later implemented through a funded Rabbi Trust (the “Rockland SERP”).

      In 2003, the Company again engaged Hay Management Consultants (“Hay”) to review base salary ranges for its executive officers. Hay conducts market analyses of cash compensation and uses its proprietary job evaluation process to recommend salary ranges that reflect competitive factors and maintain internal equity. Salary ranges were adjusted based upon Hay’s recommendations. Management has used the Hay process since 1993 to establish base salary ranges for most officer positions in Rockland Trust.

      In addition to the recommendations of Sibson and Hay, Rockland Trust utilizes, for normative purposes, SNL Securities Executive Compensation Review for Commercial Banks. This review provides a summary of the compensation of the top five executive officers of all publicly traded U. S. commercial banks as reported in their Proxy Statements.

      The Company determined the base salary for Mr. Oddleifson, the current CEO, which is disclosed in the Summary Compensation Table set forth below, when he was hired in 2003 based upon reported information on salaries paid to CEOs at peer institutions, the salary paid to his predecessor Douglas H. Philipsen, and other relevant considerations. The Board evaluates, at least twice a year, Mr. Oddleifson’s performance in light of established corporate achievement goals and objectives. A review of Mr. Oddleifson’s performance for 2003 was conducted at executive sessions of the Board in September 2003 and again in February 2004. The Board will complete its review of Mr. Oddleifson in March 2004. The Board will consider an award to Mr. Oddleifson under the 2003 cash incentive program for executive officers (the “2003 Executive Incentive Plan”), as disclosed in the Summary Compensation Table set forth below, in March of 2004.

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      Messrs. Fuerschbach, Jankowski, Kelley, Seksay, and Sheahan were granted base salary increases and a cash performance incentive award by the Company, effective April 2003. Those salary increases and cash awards were based on the Company’s results and their individual performance within the framework of the salary ranges established using the Hay process and the 2002 cash incentive compensation program for executive officers. Year 2003 performance evaluations for these officers will be completed in March 2004. The Board will consider an award to Messrs. Fuerschbach, Jankowski, Kelley, Seksay, and Sheahan under the 2003 Executive Incentive Plan in March of 2004.

      The Company determined the base salary for Ms. Geogan when she was hired in early 2004 based upon prevailing market conditions. Ms. Geogan is not eligible for an award under the 2003 Executive Bonus Plan.

      Messrs. Oddleifson, Fuerschbach, Jankowski, Kelley, Seksay, and Sheahan received stock option awards under the 1997 Plan in December 2003. Ms. Geogan was awarded stock options under the 1997 Plan when she was hired in early 2004. Each option, as disclosed in the Summary Compensation Table, provides the right to purchase a fixed number of shares at the fair market value on the business day preceding the grant. The number of shares granted to each executive officer in 2003 reflects the Company’s assessment of the individual’s relative contribution to the Company, long-term compensation practices prevalent in the industry, and the impact of such options on shareholder dilution.

      Prior to 2003 the Company authorized, at different times, supplemental retirement programs for Messrs. Kelley, Fuerschbach, Seksay, and Sheahan utilizing split dollar life insurance agreements (the “Executive Split Dollar Agreements”). In 2003, in response to potential issues with respect to the Executive Split Dollar Agreements due to the Sarbanes-Oxley Act and Internal Revenue Service Notice 2002-8, the Company engaged Segal Consulting (“Segal”) to advise the Company and make recommendations on the best alternative for funding executive officer non-qualified retirement programs. As a result of Segal’s recommendations, which were reviewed by KPMG LLP, Messrs. Fuerschbach, Kelley, Seksay, and Sheahan were given the option of assigning ownership of the life insurance policies subject to the Executive Split Dollar Agreements to Rockland Trust or purchasing them. Messrs. Fuerschbach, Seksay, and Sheahan elected to assign ownership of the life insurance policies subject to the Executive Split Dollar Agreements to Rockland Trust. Mr. Kelley elected to purchase one of his life insurance policies and to assign ownership of the others to Rockland Trust. The Executive Split Dollar Agreements were terminated when those actions were taken.

      During 2003 the Company amended the Rockland SERP, in accordance with the amended non-qualified retirement program objective described above, to provide retirement benefits to Messrs. Fuerschbach, Kelley, Seksay, and Sheahan to compensate them for the retirement benefits they relinquished when the Executive Split Dollar Agreements were terminated. In 2003 the Company also included Mr. Oddleifson and Mr. Jankowski in the Rockland SERP to provide them with retirement benefits in accordance with the amended non-qualified retirement program objective described above.

      In December 1994, to accomplish the Company’s then current non-qualified retirement program objective, the Company authorized a supplemental retirement program utilizing a split dollar life insurance agreement for Mr. Philipsen (the “Philipsen Split Dollar Agreement”). In 1999, the Company authorized a funded Rabbi Trust for Mr. Philipsen to help accomplish its amended non-qualified retirement program objective.

      On June 30, 2003, Mr. Philipsen retired, stepping down at that time as a Director and as Chairman of the Board for both the Company and Rockland Trust. Prior to Mr. Philipsen’s retirement the Company engaged Segal to assist it in evaluating an appropriate transition agreement for Mr. Philipsen and, in light of the Sarbanes-Oxley Act, an appropriate non-qualified retirement arrangement for him. As a result of the Sarbanes-Oxley Act, further insurance premiums due under the Philipsen Split Dollar Agreement were not

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      During 2003 the Company and Rockland Trust entered into a revised employment agreement with Mr. Philipsen which provided for payment of a $93,510 transition cash bonus to him. During 2003 Rockland Trust also entered into a one year Consulting Agreement with Mr. Philipsen that required a $200,000 payment to him and granted him unlimited use of the same Rockland Trust owned car that he had been using prior to his retirement. Under the terms of the 2003 Executive Incentive Plan, Mr. Philipsen will be eligible for a prorated award which will be finalized in March 2004.

      Mr. Driscoll, who retired on February 16, 2004, was granted a salary increase and a performance award by the Company, effective April 2003. Those actions were based on the Company’s results and his individual performance, within the framework of the salary ranges established using the Hay process and Rockland Trust’s 2002 cash incentive compensation performance program for executive officers. At the time of Mr. Driscoll’s early retirement Rockland Trust entered into a severance agreement with Mr. Driscoll that: requires a $20,000 payment to him; grants him ownership of the same Rockland Trust owned car that he had been using prior to his retirement; requires him to be paid his base salary for one year; grants him two years of additional vesting credit in the Rockland SERP; and, that defines Mr. Driscoll’s eligibility for a cash incentive award under the 2003 Executive Incentive Plan.

      Mr. Driscoll received stock option awards under the 1997 Plan in December 2003. Each option, as disclosed in the Summary Compensation Table, provides the right to purchase a fixed number of shares at the fair market value on the business day preceding the grant. The number of shares granted to Mr. Driscoll reflects the Company’s assessment of his relative contribution to the Company, long-term compensation practices prevalent in the industry, and the impact of such options on shareholder dilution.

      In December 1991, the Company and Rockland Trust entered into an employment agreement with Mr. Philipsen for him to serve as President of the Company and President and CEO of Rockland Trust. The agreement, as amended, provided Mr. Philipsen with a base annual salary, which may be, and has been, increased at the discretion of the Board, the use of a Rockland Trust owned automobile, and provides for participation in the various benefit programs provided by the Company, including group life insurance, sick leave and disability, retirement plans and insurance programs. The agreement provides for the establishment by the Company of a Rabbi Trust for the purpose of funding post-retirement taxes, pension payments, and other related expenses which may result from the Philipsen Split Dollar Agreement.

      In January 2003, the Company and Rockland Trust entered into an Amendment of the Employment Agreement whereby Mr. Philipsen resigned as President of the Company and Rockland Trust effective January 9, 2003 and resigned as CEO of the Company and Rockland Trust as of February 24, 2003. Under this amended agreement, Mr. Philipsen remained as Chairman of the Company and Rockland Trust through June 30, 2003, when Mr. Philipsen retired.

      In January 2003, the Company and Rockland Trust entered into an employment agreement with Mr. Oddleifson for him to serve as President of the Company and President of Rockland Trust and to serve as CEO of the Company and Rockland Trust beginning February 24, 2003. The agreement provides Mr. Oddleifson with a base annual salary which may be increased at the discretion of the Board, the use of a Rockland Trust owned automobile, a fully vested stock-option grant of 50,000 shares under the 1997 Plan, and provides for participation in the various benefit programs provided by the Company, including group life

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      The Company and/or Rockland Trust have also entered into employment agreements with the following executive officers (the “Executives”):

      These agreements, as amended, are terminable at will by either party. These agreements established base annual salaries which may be increased at the discretion of the Board. The employment agreements also provide for the Executives to participate in Rockland Trust various benefit programs, including group life insurance, sick leave and disability, retirement plans and insurance programs and, in some instances, for the use of a Company-owned automobile. The employment agreements further provide that if any of the Executives are terminated involuntarily for any reason other than cause, as defined, or if any of the Executives resigns for “good reason,” as defined, he would be entitled to continue to (i) receive his then current base salary for twelve months (unless such termination or resignation follows a change of control, as defined, in which case the Executives shall receive a lump sum payment equal to 24 months salary, plus a lump sum payment equal to two times the greater of (x) the amount of any incentive payment paid out within the previous 12 months under the Executive Incentive Plan or (y) the amount of any incentive payment paid out

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      The Summary Compensation Table set forth below contains individual compensation information for 2003 with respect to the CEO and the four other most highly compensated current executive officers of the Company and/or Rockland Trust and for retired executive officers Mr. Philipsen and Mr. Driscoll:

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401(k) Matching Contributions

      Includes the 401(k) Company matching contributions on behalf of these executive officers:

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Split Dollar Life Insurance Policies

      As noted previously, during 2003 the Executive Split Dollar Agreements were terminated and, in connection with Mr. Philipsen’s retirement, the in-force life insurance subject to the Philipsen Split Dollar Agreement was reduced, but otherwise maintained in accordance with its existing terms and conditions. The amount column includes the premium paid for term life portion and the present value of the benefit aggregated from policy inception.

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Supplemental Retirement Benefits Under the Rockland SERP

      The amount stated is based upon the expense recognized by the Company, as determined in accordance with Statement of Financial Accounting Statements No. 87 and 132.

Stock Option Grants

      The following table sets forth individual grants of stock options that were made during the last fiscal year to the CEO, the other four most highly compensated executive officers, and retired executive officers Mr. Philipsen and Mr. Driscoll. This table is intended to allow stockholders to ascertain the number and size of option grants made during the fiscal year, the expiration date of the grants, and the potential realizable value of such options, assuming that the market price of the underlying security appreciates in value from the date of grant to the end of the term (ten years) at assumed annualized rates of 5% and 10%.

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      The following table sets forth, with respect to the CEO, the other four most highly compensated executive officers and retired executive officers Mr. Philipsen and Mr. Driscoll, information with respect to the aggregate amount of options exercised during the last fiscal year, any value realized thereon, the number of unexercised options at the end of the fiscal year (exercisable and unexercisable) and the value thereof:

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Retirement Plan for Employees of Rockland Trust Company

      The following table indicates the annual retirement benefit that would be payable under the plan upon retirement at age 65 to a participant electing to receive his retirement benefit in the standard form of benefit, assuming various specified levels of plan compensation and various specified years of credited service.