Exhibit 99.1

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

AGREEMENT originally dated and effective as of January 9, 2003 by and between Rockland Trust Company, a Massachusetts trust company (the “Company”), Independent Bank Corp., a Massachusetts corporation (“IBC”), and Christopher Oddleifson, of 69 Summer Street, Cohasset, Massachusetts (the “Executive”), and subsequently amended and restated on April 14, 2005 is hereby further amended and restated this 20th day of November, 2008 for the sole purpose of complying with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code).

W I T N E S S E T H :

     WHEREAS, the Company and IBC are desirous of retaining the Executive in the executive capacity and on the terms as are hereinafter described; and

     WHEREAS, the Executive is willing to serve in such executive capacity for the Company and IBC on such terms;

     NOW, THEREFORE, in consideration of the mutual covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Employment; Positions and Duties; Exclusive Services.

     (A)  Employment. The Company and IBC agree to employ the Executive, and the Executive agrees to be employed by the Company and IBC for the Term provided in Section 2 hereof and upon the other terms and conditions hereinafter provided.

     (B)  Positions and Duties/Company. For so long as the Executive is employed by the Company, the Executive

          (i) agrees to serve as the President and Chief Executive Officer of the Company and to perform such reasonable duties consistent with such positions as may be delineated in the By-Laws of the Company and as may be assigned to him from time to time by the Board of Directors of the Company (the “Board”),

          (ii) shall report, as President and Chief Executive Officer of the Company, only to the Board and its duly appointed committees,

          (iii) shall serve as a member of the Board and of any executive or other committee applicable,

          (iv) shall be given such authority as is appropriate to carry out the duties described above, it being understood that, in his capacities as President and Chief Executive Officer of the Company, his duties shall be consistent in scope, prestige and authority with the customary duties of a President and Chief Executive officer of a comparable corporation, and

          (v) agrees to serve, if elected, at no additional compensation (if the other officers or directors who are officers of the Company also serve at no additional compensation) in the position of officer or director of any subsidiary or affiliate of the Company.

     (C)  Positions and Duties/IBC. For so long as the Executive is employed by the Company, the Executive agrees to serve as the President, Chief Executive Officer of IBC, and a member of the IBC Board as defined below at no additional compensation and to perform such reasonable duties consistent with such positions as may be delineated in the By-Laws of IBC and as may be assigned to him from time to time by the Board of Directors of IBC (the “IBC Board”). It is acknowledged by the parties hereto that as President and Chief Executive Officer of IBC, the Executive shall:

          (i) report only to the IBC Board and its duly appointed committees and not to any other officer regardless of title; and

          (ii) be given such authority as is appropriate to carry out the duties referred to above, it being understood that, in his capacities as President and Chief Executive Officer of IBC, his duties shall be consistent in scope, prestige and authority with the customary duties of a President and Chief Executive Officer of a comparable corporation.

     (D)  Exclusive Services. For so long as the Executive is employed by the Company, and except for illness or incapacity, the Executive shall devote all of his business time, attention, skill and efforts exclusively to the business and affairs of the Company, IBC and its affiliates, shall not be engaged in any other business activity, and shall perform and discharge well and faithfully the duties which may be assigned to him from time to time by the Board and the IBC Board; provided, however, that nothing in this Agreement shall preclude the Executive from devoting reasonable time during reasonable periods required for any or all of the following:

          (i) serving, in accordance with the Company’s policies and with the prior approval of the Board, as a director or member of a committee of any other company or organization involving no actual or potential conflict of interest with the Company, IBC or any of their subsidiaries or affiliates and in such form or manner which will not create any conflict of interest with or create the appearance of any conflict of interest with his duties at the Company or IBC;

          (ii) investing his personal assets in businesses in which his participation is solely that of a passive investor in such form or manner as will not require any services on the part of the Executive in connection with the operation or affairs of such businesses and in such form or manner which will not create any conflict of interest with or create the appearance of any conflict of interest with, his duties at the Company or IBC; provided, however, that such activities in the aggregate shall not materially and adversely affect or interfere with the performance of the Executive’s duties and obligations to the Company or IBC hereunder.

2. Term of Employment

     The Company hereby agrees to continue to employ the Executive, and Executive hereby agrees to continue such employment in the capacity set forth herein until termination by the Company or resignation by the Executive in accordance with Section 5 hereof. The term of this Agreement, as hereinabove defined, shall hereinafter be referred to as the “Term.”

3. Cash Compensation.

     Except as otherwise specifically provided herein, as compensation to the Executive for all services to be rendered by him in any capacity hereunder, the Company shall pay during the Term an annual base salary at the current rate of Four Hundred and Forty Thousand and no/100 Dollars ($440,000) per annum (“Base Salary”), payable no less frequently than biweekly. The Board may from time to time at its discretion review the compensation provisions of this Agreement and shall have the authority to pay an increased Base Salary, and/or bonus and/or other additional compensation to the Executive, but in no event shall any such compensation adjustment reduce the Base Salary below the rate hereinabove specified. The annual base compensation of the Executive shall be Five Hundred Eight Thousand and no/100 Dollars ($508,000) per annum commencing April 1, 2008.

4. Benefits.

     Except as otherwise specifically provided herein, so long as the Executive is employed by the Company, the Executive shall be entitled to the following benefits:

     (A)  Travel and Business Related Expenses. Until the earlier of the end of the Term, the termination of the Executive’s employment pursuant to Section 5(A)(i) or the Executive’s purchase pursuant to Section 5(B)(i)(d) hereof, the Executive shall be provided with a Company-owned automobile and reimbursed in accordance with the policies of the Company as in effect from time to time for travel and other reasonable expenses incurred in the performance of the business of the Company.

     (B)  Group Life Insurance. The Company agrees to include the Executive under the Company’s group term life insurance policy in accordance with the policies of the Company as in effect from time to time. The Company shall pay all premiums for such coverage.

     (C)  Sick Leave/Disability. The Executive will enjoy the same sick leave and short term and long term disability coverage as employees of the Company generally.

     (D)  Retirement Plans. The Executive will be eligible to participate in the Company’s retirement benefit plans each in accordance with the terms of such plans as in effect from time to time.

     (E)  Vacation/Holidays. The Executive will receive four (4) weeks paid vacation, on an “as earned” basis each year and will receive ten (10) paid holidays each year.

     (F)  Insurance. During the Term, the Executive shall participate in all insurance

programs (medical, dental, surgical, hospital) adopted by the Company, including dependent coverage, to same extent as employees of the Company generally.

     (G)  401(k) Profit Sharing Plan and Other Incentive Compensation Plans. The Executive will be eligible to participate in the Company’s profit sharing and other management incentive compensation plans each in accordance with their respective terms.

     (H)  Taxes. Except as otherwise specifically provided herein, the Executive recognizes that some or all of these benefits may give rise to a federal and/or state income tax liability, and agrees to be responsible for such liability.

     (I)  Supplemental Executive Retirement Plan. The Executive will participate in the Rockland Trust Supplemental Executive Retirement Plan (the “SERP”), a non-qualified plan on terms and conditions and with benefits comparable to those applicable and available to similarly situated executives of the company.

5. Termination of Employment.

     (A)  Termination for Cause; Resignation Without Good Reason.

          (i) If the Executive’s employment is terminated by the Company for Cause or if the Executive resigns from his employment for any reason other than death, disability (as defined in Section 5(E) hereof) or for Good Reason, as defined below in Section 5(A)(iii), or after a Change of Control, as defined in Section 5(C) hereof, prior to the expiration of the Term, the Executive shall have no right to receive compensation or other benefits for any period after such termination for Cause or resignation for any reason other than death, disability or for Good Reason, except as may be required by law and except that the Executive’s rights to exercise his stock options in the event his employment terminates shall be governed by the Independent Bank Corp. Incentive Stock Option Plan and/or any other relevant stock option plans, as appropriate (the “Plans”), and the relevant stock option agreement.

          (ii) Termination for “Cause” shall refer to the Company’s termination of the Executive’s service with the Company at any time because the Executive has:

(a) refused or failed, in any material respect, (other than due to illness, injury or absence authorized by the Company or required by law) to devote his full normal working time, skills, knowledge, and abilities to the business of the Company and IBC, its subsidiaries and affiliates, and in promotion of their respective interests pursuant to Section 1 hereof; or

(b) engaged in (1) activities involving his personal profit as a result of his dishonesty, incompetence, willful misconduct, willful violation of any law, rule or regulation or breach of fiduciary duty, or (2) dishonest activities involving the Executive’s relations with the Company, IBC, their subsidiaries and affiliates or any of their respective employees, customers or suppliers; or

(c) committed larceny, embezzlement, conversion or any other act

involving the misappropriation of Company or customer funds in the course of his employment; or

(d) been convicted of any crime or committed any act abhorrent to the community which reasonably could affect in a materially adverse manner the reputation of the Company or IBC or the Executive’s ability to perform the duties required hereunder; or

(e) committed an act involving gross negligence on the part of the Executive in the conduct of his duties hereunder; or

(f) evidenced a drug addiction or dependency; or

(g) materially breached this Agreement;

provided, however, that in the case of any termination pursuant to clauses (a), (e), (f) or (g) above, the Company shall give the Executive (30) business days’ written notice thereof during which period the Company and IBC shall give the Executive an opportunity to cure within such thirty-day period, and a reasonable opportunity to be heard by the Compensation Committee of the Board to show just cause for his actions, and to have the Compensation Committee of the Board, in its discretion, reverse or rescind the prior action of the Company or IBC under those clauses. During such thirty (30) business day notice period, the Executive may at the discretion of the Company or IBC be suspended without pay (with all pay withheld during the suspension period to be reinstated retroactively in the event the pending termination is rescinded) or be placed on administrative leave with pay.

          (iii) Resignation for “Good Reason” shall mean the resignation of the Executive within four months after:

(a) the Company or IBC, without the express written consent of the Executive, materially breaches this Agreement to the substantial detriment of the Executive;

(b) the Board or the IBC Board, without Cause (as defined in Section 5(A)(ii) above), substantially changes the Executive’s core duties or removes the Executive’s responsibility for those core duties, so as to effectively cause the Executive to no longer be performing the duties of Chief Executive Officer and President of the Company and IBC;

(c) the Board or the IBC Board, without Cause (as defined in Section 5(A)(ii) above) places another executive above the Executive in the Company or IBC;

provided, however, that, in the case of resignation pursuant to clauses in Section 5(A)(iii)(a) through (c) above, the Executive shall give the Company or IBC, as the case may be, thirty (30) business days’ written notice thereof and, during such thirty (30) day period, an opportunity to cure.

          (iv) The date of termination of employment by the Company pursuant to Section 5 shall be the date that the written notice of termination from the Company to the Executive is deemed to have been received in accordance with the provisions of Section 14. The date of a resignation by the Executive pursuant to this Section 5 shall be the later of (i) the date specified in the written notice of resignation from the Executive to the Company or IBC, as the case may be; or (ii) the date such written notice is deemed to have been received in accordance with the provisions of Section 14.

     (B)  Termination Without Cause; Resignation for Good Reason.

          (i) If the Executive’s employment is terminated by the Company for any reason other than death, disability (as defined in Section 5(E) hereof) or for Cause, or, if the Executive should resign for Good Reason (all of which shall be referred to as a “Termination” solely for purposes of this Section 5(B)), he shall be entitled:

(a) to receive a lump sum severance payment in an amount equal to three (3) times the Executive’s then current Base Salary. provided, however, except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executives annualized compensation, as defined in Section 409A for the calendar year preceding the termination of employment, (ii) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 2008), shall be paid no earlier than the date that is six (6) months following the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay in the payment of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury Bill rate in effect on the date of termination, If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse.

(b) to elect, with respect to the Company’s benefit plans to continue participation in the plans and arrangements described in clauses (B) and (F) of Section 4 hereof (to the extent permissible by law and the terms of such plans and arrangements) for eighteen (18) months:

(c) to have all stock options which have been granted to the Executive to immediately become fully exercisable for a period equal to the longer of (1) three (3) months after the Termination; or (2) the period specified in the relevant stock option agreement (or if no period is so specified, the period provided in the relevant stock option plan),

(d) to continue to have use of a Company-owned automobile and with the exception of gasoline charges to receive all reimbursements associated therewith in accordance with the provisions of Section 4(A) hereof for the Benefits Period, or upon his written notice to the Company at any time within three months following the Termination, to purchase his Company-owned automobile at a purchase price equal to the book value of said automobile as carried on the books and records of the Company, plus all applicable excise taxes, and

(e) to continue to participate in the Company’s SERP for the Benefits Period.

          (ii) In the event of any dispute as to whether the Executive’s employment was terminated by the Company for a reason other than for Cause or whether the Executive resigned for Good Reason, the Executive shall continue to be provided with the health insurance benefits provided by the Company during the arbitration proceedings provided for in Section 7 below. Further, any monies which would be payable to the Executive pursuant to this Section 5(B) if the Executive were to prevail in such arbitration proceedings shall be deposited promptly into interest bearing escrow accounts to be established by the Company in the name of the American Arbitration Association, as trustee, in a federally insured depository institution (other than the Company or any affiliated entity) for such purpose, and the accounts shall be established at separate institutions in amounts such that the principal plus interest anticipated to accrue during the course of arbitration proceedings shall not exceed the limit of federal deposit insurance applicable to each such account. The total of the escrowed amounts, together with the accrued interest thereon, shall be paid to the Executive or revert to the Company, as the case may be, in accordance with the final resolution of the dispute pursuant to Section 7.

     (C)  Change of Control.

          (i) If during the Term of this Agreement any of the events constituting a Change of Control (as such term is defined in Section 5(C)(ii) hereof) shall be deemed to have occurred, and following such Change of Control, either

(a) the Executive’s employment with the Company and/or its parent or any of its subsidiaries, affiliates, or successors (by merger or otherwise as a result of the Change of Control) is terminated for any reason other than death, disability (as defined in Section 5(E) hereof) or for Cause (as such term is defined in Section 5(A)(ii) hereof), or

(b) the Executive resigns for any reason from employment with the Company and/or its parent or any of its subsidiaries, affiliates, or successors (by merger or otherwise as a result of the Change of Control),

the Executive shall be entitled to:

(c) (c)(x) to receive in a lump sum three (3) times his then current Base Salary and to receive in a lump sum an amount equal to three (3) times

the greatest of (1) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the date of termination of this Agreement without Cause or resignation for any reason, (2) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the Change of Control, or (3) the calculated incentive Plan award, in each case pursuant to any bonus or incentive compensation plan, including without limitation, the Rockland Trust Company Officer and Executive Incentive Compensation Plan, as amended from time to time. In the case of a termination under Section 5(C)(i)(a) or a resignation under Section 5(C)(i)(b) above and, except as set forth in last sentence of this paragraph, the amount of the severance pay provided for in this paragraph that exceeds two times the lesser of: (i) the Executives annualized compensation, as defined in Section 409A for the calendar year preceding the termination of employment, (ii) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 2008), shall not be paid earlier than the date that is six (6) months following the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay in the payment of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury Bill rate in effect on the date of termination, If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse.

(c)(y) to continue participation in the plans and arrangements described in clauses (B) and (F) of Section 4 hereof (to the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”), and

(c)(z) to have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the termination or resignation date (as the case may be), in accordance with the terms of the Plans and the relevant stock option agreement, and

(c)(zz) to continue to participate in the Company’s SERP for the Benefits Period, and

(c)(zzz) upon his written notice to the Company during a period of three (3) months following the termination or resignation date (as the case may be), to purchase his Company-owned automobile at a purchase price equal to the book value of said automobile as carried on the books and records of the Company, plus all applicable excise taxes.

          (ii) A “Change of Control” shall be deemed to have occurred if, subsequent to the date hereof and during the Term of this Agreement

(a) any “Person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than IBC, any of its subsidiaries, or any trustee, fiduciary or other person or entity holding securities under any employee benefit plan or trust of IBC or any of its subsidiaries), together with all “affiliates” and “associates” (as such terms are defined in Rule 12b-2 under the Exchange Act) of such person, shall become the “beneficial owner” (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of IBC representing 50 percent or more of the combined voting power of IBC’s or the Company’s then outstanding securities having the right to vote in an election of IBC’s Board of Directors (“Voting Securities”) (in such case other than as a result of an acquisition of securities directly from IBC or the Company); or

(b) during any period of two (2) consecutive years following the date hereof, individuals who at the beginning of such period constitute the Board of Directors of IBC (the “Incumbent Directors”) cease, at any time during such two (2) year period, for any reason, including, without limitation, as a result of a tender offer, proxy contest, merger or similar transaction, to constitute at least a majority of the Board, provided that any person becoming a director of IBC subsequent to the beginning of any such two (2) year period shall be considered an Incumbent Director if such person’s election was approved by or such person was nominated for election by either (A) a vote of at least a majority of the Incumbent Directors or (B) a vote of at least a majority of the Incumbent Directors who are members of a nominating committee comprised, in the majority, of Incumbent Directors; but provided further, that any such person whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of members of the Board of Directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board, including by reason of agreement intended to avoid or settle any such actual or threatened contest or solicitation, shall not be considered an Incumbent Director; or

(c) the consummation of a consolidation, merger or consolidation or sale or other disposition of all or substantially all of the assets of IBC (a “Corporate Transaction”); excluding, however, a Corporate Transaction in which the stockholders of IBC immediately prior to the Corporate

Transaction, would, immediately after the Corporate Transaction, beneficially own (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the corporation issuing cash or securities in the Corporate Transaction (or of its ultimate parent corporation, if any); or

(d) the approval by IBC’s stockholders of any plan or proposal for the liquidation or dissolution of IBC.

     Notwithstanding the foregoing, a “Change in Control” shall not be deemed to have occurred for purposes of the foregoing clause (a) solely as the result of an acquisition of securities by IBC that, by reducing the number of shares of Voting Securities outstanding, increases the proportionate number of shares of Voting Securities beneficially owned by any person to 50 percent or more of the combined voting power of all then outstanding Voting Securities; provided, however, that if any person referred to in this sentence shall thereafter become the beneficial owner of any additional shares of Voting Securities (other than pursuant to a stock split, stock dividend, or similar transaction or as a result of an acquisition of securities directly from IBC) and immediately thereafter beneficially owns 50 percent or more of the combined voting power of all then outstanding Voting Securities, then a “Change in Control” shall be deemed to have occurred for purposes of the foregoing clause (a).

          (iii) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any compensation, payment or distribution to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “Severance Payments”), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then Executive shall be entitled to receive an additional payment ( a “Gross-Up Payment”) such that the net amount retained by Executive, after deduction of any Excise Tax on the Severance Payments, any federal, state, and local income tax, employment tax and Excise Tax upon the payment provided by this subsection, and any interest and/or penalties assessed with respect to such Excise Tax, shall be equal to the Severance Payments.

          (iv) Subject to the provisions of Subparagraph 5(C)(v), all determinations required to be made under this Subparagraph 5(C)(iv), including whether a Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be made by IBC’s independent auditors or any nationally recognized accounting firm selected by IBC (the “Accounting Firm”), which shall provide detailed supporting calculations both to IBC and Executive within fifteen (15) business days of the Date of Termination, if applicable, or at such earlier time as is reasonably requested by IBC or Executive. For purposes of determining the amount of the

Gross-Up Payment, Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation applicable to individuals for the calendar year in which the Gross-Up Payment is to be made, and state and local income taxes at the highest marginal rates of individual taxation in the state and locality of Executive’s residence on the Date of Termination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. The initial Gross-Up Payment, if any, as determined pursuant to this Subparagraph 5(C)(iv), shall be paid to Executive within five (5) days of the receipt of the Accounting Firm’s determination or by the December 31 of the calendar year following the calendar year in which the Executive remits the additional tax, whichever occurs first. If the Accounting Firm determines that no Excise Tax is payable by Executive, the Accounting Firm shall be required to (A) conclude that either (i) there has not occurred a change in the ownership or effective control of IBC or a change in the ownership of a substantial portion of the assets of IBC (as such terms are defined in Section 280G of the Code) or (ii) no portion of the Severance Payments constitutes “parachute payments” (within the meaning of said Section 280G), in either case on the basis of “substantial authority” (within the meaning of Treas. Reg. § 1.6661-3), and (B) provide an opinion to that effect to both IBC and Executive, including the reasons therefore and an opinion that Executive has substantial authority not to report any Excise Tax on his federal tax return. Any determination by the Accounting Firm shall be binding upon IBC and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made should have been made (an “Underpayment”). In the event that IBC exhausts its remedies pursuant to Subparagraph 5(C)(v) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred, consistent with the calculations required to be made hereunder, and any such Underpayment, and any interest and penalties imposed on the Underpayment and required to be paid by Executive in connection with the proceedings described in Subparagraph 5(C)(v), shall be promptly paid by IBC to or for the benefit of Executive.

          (v) Executive shall notify IBC in writing of any claim by the Internal Revenue Service that, if successful, would require the payment of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive knows of such claim and shall apprise IBC of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which he gives such notice to IBC (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If IBC notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, provided that IBC has set aside adequate reserves to cover the Underpayment and any interest and penalties thereon that may accrue, Executive shall:

(a) give IBC any information reasonably requested by IBC relating to such claim,

(b) take such action in connection with contesting such claim as IBC shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney selected by IBC,

(c) cooperate with IBC in good faith in order to effectively contest such claim, and

(d) permit IBC to participate in any proceedings relating to such claim; provided, however, that IBC shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Subparagraph 5(C)(v), IBC shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as IBC shall determine; provided, however, that if IBC directs Executive to pay such claim and sue for a refund, IBC shall advance the amount of such payment to such claim and sue for a refund, IBC shall advance the amount of such payment to Executive on an interest-free basis and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, IBC’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issues raised by the Internal Revenue Service or any other taxing authority.

          (vi) If after the receipt by Executive of an amount advanced by IBC pursuant to Subparagraph 5(C)(v), Executive becomes entitled to receive any refund with respect to such claim, Executive shall (subject to IBC’s complying with the requirements of Subparagraph 5(C)(v)) promptly pay to IBC the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by IBC pursuant to Subparagraph 5(C)(v), a determination is made that Executive shall not be entitled to any refund with respect to such claim and IBC does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

     (D)  Mitigation of Damages; Legal Fees. The Executive shall not be required to mitigate the amount of any payment or benefit provided for in Sections 5(B) and 5(C) by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in Sections 5(B) and 5(C) be reduced by any compensation earned by the Executive as a result of self-employment or employment by another employer, by retirement benefits or by offset against any amount claimed to be owed by the Executive to the Company or otherwise. Following a Change of Control, the Company agrees to pay, as incurred, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guaranty of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement) plus in each case interest on any delayed payment at the rate applicable federal rate provided for in Section 7872(f)(2)(A) of the Internal Revenue Code of 1986 as then in effect.

     (E)  Termination by Reason of Death or Disability.

          (i) Notwithstanding anything to the contrary contained herein, in the event the Executive should die while he is employed by the Company, the Executive’s employment shall be automatically terminated and the Company shall have no further obligations under this Agreement to pay compensation or benefits to the Executive or his estate, except to the extent any compensation or benefits are due to the Executive or his estate for any period prior to his death; provided, however, that this Section 5(E)(i) shall not affect in any manner any other benefits to which the Executive or his estate may be entitled or which may vest or accrue upon his death under any arrangement, program or plan with the Company (other than this Agreement), by law or otherwise.

          (ii) Notwithstanding anything to the contrary contained herein, in the event the Executive should be unable to perform his duties hereunder by reason of disability, whether by reason of injury (physical or mental), illness (physical or mental) or otherwise, incapacitating the Executive for a continuous period exceeding one hundred and eighty (180) days, as certified by a physician selected by the Company in good faith, the Executive’s employment may be terminated by the Company upon written notice to the Executive and upon such termination, the Company’s only obligations hereunder shall be to:

(a) pay to the Executive an amount equal to the greater of fifty percent (50%) of the Executive’s Base Salary on the date of termination of employment for a twelve (12) month period following termination of employment at such times as such Base Salary would have been payable if the Executive had not been terminated, or any benefits which the Executive receives under any disability insurance program provided by the Company and in effect at the date of such termination, with any payments due under any disability program continuing in accordance with such program following such twelve (12) month period, and

(b) continue to permit the Executive to participate in the plans and arrangements described in clauses (B), (F) and (I) of Section 4 hereof (to the extent permissible by law and the terms of such plans and

arrangements) for a twelve (12) month period following termination of employment; provided, however, that if the Executive dies following a termination pursuant to this Section 5(E)(ii), then the provisions of Section 5(E)(i) shall supersede this Section 5(E)(ii) from and after the date of death of the Executive.

(c) provided, however, that this Section 5(E)(ii) shall not affect in any manner other benefits to which the Executive may be entitled or which may accrue or vest upon his disability and the Executive shall be entitled to receive such compensation and benefits during and after such period of disability as the Company’s policies and procedures in effect from time to time provide for executives, as if the Executive and the Company had not entered into this Agreement.

          (iii) The Executive’s right to exercise his stock options in the event of his death or disability shall be governed by the terms of the Plans and the relevant stock option agreement.

6. Confidentiality; Non-Competition; and Non-Solicitation.

     (A)  Confidentiality. The Executive recognizes and acknowledges as an employee of the Company, he will have access to, become acquainted with, and obtain financial information and knowledge relating to the business, financial condition, methods of operation and other aspects of the Company, its parent, subsidiaries and affiliates (“Affiliated Companies”) and their customers, employees and suppliers, some of which information and knowledge is confidential and proprietary and that the Executive could substantially detract from the value and business prospects of any of the Affiliated Companies in the event, while employed by the Company or any time thereafter, the Executive were to disclose to any person not related to the Affiliated Companies or use such information and knowledge for his or such other person’s advantage. Accordingly, the Executive hereby agrees that he will not disclose to any person, other than directors, officers, employees, accountants, lawyers, consultants, advisors, agents and representatives of or other persons related to, the Affiliated Companies on a need to know basis in the course of carrying out his duties hereunder, any knowledge or information of a confidential nature pertaining to any of the Affiliated Companies, or their successors and assigns, including without limitation, all unpublished matters relating to the business, properties, accounts, books and records, business plan and customers of the said Affiliated Companies, or their successors and assigns, except with the prior written approval of the Board of Directors of the Company, or except as may be required or permitted by court order.

     (B)  Equitable Relief. The Executive acknowledges and agrees:

          (i) that the provisions of this Section 6 are reasonable and necessary for the protection of the Company, IBC and their subsidiaries and affiliates or its or their successors and assigns, and

          (ii) that the remedy at law for any breach by him of the provisions of this Section 6 will be inadequate and, accordingly, the Executive hereby agrees that in the case of any such breach:

(a) the Company, IBC or their successors and assigns shall be entitled to injunctive relief in addition to any other remedy they may have, and

(b) the Executive shall forfeit any future payments or benefits to which he might be entitled hereunder.

     (C)  Non-Solicitation. For a period of one (1) year after the termination of this Agreement for any reason, the Executive will not:

          (i) with the exception of mass mailing or other broad based marketing efforts, solicit, divert or take away, directly or indirectly, any Major Customer of the Company, IBC, their subsidiaries or affiliates, or its or their successors and assigns. As used herein, “Major Customer” shall mean any customer of the Affiliated Company who has maintained an average deposit balance of at least $100,000 during the last six months of the Term or who has maintained or obtained a credit facility of at least $100,000 from the Company during the last six months of the Term, or

          (ii) directly or indirectly induce or attempt to influence any employee of the Company, its parent or any of its subsidiaries or affiliates, or their successors and assigns, to terminate his employment with the Company, its parent or any of its subsidiaries or affiliates or their successors or assigns.

     (D)  Non-Competition.

          During the course of his employment hereunder and for a period of one (1) year after the termination of this Agreement for any reason, the Executive will not become employed in any capacity by a financial institution which (i) maintains its headquarters or principal place of business in the counties of Plymouth, Norfolk, Bristol, or Barnstable in the Commonwealth of Massachusetts (collectively, such counties are referred to as the “Protected Area”), or (ii) has a substantial presence (meaning six (6) or more locations) in the Protected Area. Notwithstanding the foregoing, the Executive will not be in breach of this Section if he is employed outside of Massachusetts by a financial institution that does not have its headquarters in the Protected Area, but does have a substantial presence in the Protected Area, as long as such employment is not connected in any material way with such employer’s banking operations in the Protected Area.

     (E)  Enforceability. The covenants on the part of the Executive contained in this Section 6 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action by the Executive against the Company or IBC, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of said covenants. This Section shall survive the termination of this Agreement. The period, geographical area and the scope of the restrictions on the Executive set forth herein are divisible so that if any provision of

this Section 6 is found to be invalid, that provision shall be automatically modified to the extent necessary to make it valid.

     (F)  Jurisdiction. Subject to Section 7, the Executive hereby submits to the exclusive jurisdiction of the courts of Massachusetts and the Federal courts of the United States of America located in Massachusetts in respect to the interpretation and enforcement of the provisions of this Section 6, and the Executive hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement of this Section 6, that the Executive is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that this Agreement may not be enforced in or by said courts or that Employee’s property is exempt or immune from execution, that the suit, action or proceeding is brought in an inconvenient forum, or that venue is improper.

7. Disputes.

     (A) Any dispute relating to this Agreement, or to the breach of this Agreement, arising between the Executive and the Company or IBC shall be settled by arbitration in accordance with the commercial arbitration rules of the American Arbitration Association (“AAA”), which arbitration may be initiated by any party hereto by written notice to the other of such party’s desire to arbitrate the dispute. The arbitration proceedings, including the rendering of an award, shall take place in Boston, Massachusetts, and shall be administered by the AAA.

     (B) The arbitrator shall be appointed within thirty (30) days of the notice of dispute, and shall be chosen by the parties from the names of available arbitrators furnished to the parties in list form by the AAA. The parties may review and reject names of available arbitrators from up to an aggregate of three lists furnished to the parties by the AAA. If, after having been furnished three lists of arbitrators, the parties cannot agree on one available arbitrator, either party may request that the AAA appoint an arbitrator to arbitrate the dispute.

     (C) The award of the arbitrator shall be final except as otherwise provided by the laws of the Commonwealth of Massachusetts and the federal laws of the United States, to the extent applicable. Judgment upon such award may be entered by the prevailing party in any state or federal court sitting in Boston, Massachusetts.

     (D) No arbitration proceedings hereunder shall be binding upon or in any way affect the interests of any party other than the Company, IBC or their successors and the Executive, with respect to such arbitration.

     (E) Notwithstanding the foregoing, the Company shall have the right to apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction or other interim equitable relief to which it may be entitled in connection with any alleged violations of Section 6 of this Agreement.

8. Indemnification.

     The Company and IBC shall indemnify the Executive to the fullest extent permitted by law, which indemnification shall include the advance of expenses to the Executive, if and to the extent permitted by law. In the event of any claim for indemnification by the Executive, the Executive shall deliver written notice of any such claim promptly upon such a claim being made known to the Executive, which notice shall set forth the basis for such claim. The Company and IBC shall have the right to undertake the defense of such claim with counsel of its choice. During the Term and thereafter for so long as the Executive shall be subject to suit for liability for acts or omissions in connection with service as an officer or director of the Company or IBC or service in other capacities at its request, the Company and IBC shall cause the Executive to be covered under any policy or contract of insurance obtained by each of them to insure their respective its directors and officers against personal liability for acts or omissions in connection with such service. The coverage provided to the Executive pursuant to this Section 8 shall be of the same scope and on the same terms and conditions as the coverage (if any) provided to other officers or directors of the Company or IBC.

9. Tax Withholding and Excessive Payments.

     (A) Payments to the Executive of all compensation contemplated under this Agreement shall be subject to all applicable legal requirements with respect to the withholding of taxes and other deductions required by law.

     (B) In the event the sum of (i) the amount payable to the Executive hereunder which is characterized as applicable employee remuneration for federal income tax purposes under Internal Revenue Code of 1986, §162(m)(4) for any tax year of the Company and (ii) the aggregate of all other amounts which are characterized as applicable employee remuneration under Internal Revenue Code of 1986, §162(m)(4) paid by the Company in respect to the Executive for such tax year exceeds (iii) $1,000,000 (or such greater or lesser sum as equals the maximum amount allowable as a deduction to the Company for federal income tax purposes under Internal Revenue Code of 1986, § 162(m) in respect to applicable employee remuneration to the Executive for such tax year), the amount payable hereunder in respect to such year shall be reduced (but not below zero) to the amount which shall result in the sum of (iv) the amount payable hereunder which is characterized as applicable employee remuneration under said §162(m)(4) and (v) all other remuneration paid by the Company in respect to the Executive for such tax year which is characterized as applicable employee remuneration under said §162(m)(4) equaling (vi) $1,000,000 (or such greater or lesser sum as equals the maximum amount allowable as a deduction to the Company for federal income tax purposes under said § 162(m) in respect to applicable employee remuneration under said §162(m)(4) to the Executive for such tax year. If, after the maximum reduction in the preceding sentence, any other amounts remain payable otherwise than under this Agreement which would, if paid, be applicable employee remuneration (as defined above) in excess of the amount which is allowable as a deduction for the same under said § 162(m), such amounts shall be reduced to the maximum amount allowable as a deduction to the Company for federal income tax purposes under said § 162(m) in respect to applicable employee remuneration to the Executive for such tax year. So much of the amount of the reductions provided in the two preceding sentences as may be paid in the tax year of the Company next succeeding without resulting in a disallowance of a federal income tax deduction

under said § 162(m) in respect to the portion of such reduction so paid shall be paid on the first business day in such succeeding tax year. If the full amount of such reductions if not paid in such tax year of the Company next succeeding, the remainder of such reduction shall be paid in installments equal to the lesser of (vii) the unpaid balance of such reduction or (viii) the amount which may be paid in each successive tax year without resulting in a disallowance of a federal income tax deduction under said § 162(m) in respect to the portion of such reduction so paid until the full amount of such reductions have been paid. References to sections of the Internal Revenue Code of 1986 shall refer to the successors (to the sections cited as presently constituted) which are in effect when applied.

10. Non-Competition and Non-Disclosure Commitments.

     Except for confidentiality and non-solicitation undertakings set forth in the Severance Agreement and Waiver entered into in connection with the Executive’s severance related to the Wachovia/First Union merger, a copy of which has been provided to the Company and IBC, the Executive hereby represents and warrants that he is not a party to or otherwise bound by any contracts, agreements or arrangements which contain covenants limiting the freedom of the Executive to compete in any line of business or with any person or entity, or which provide that the Executive must maintain the confidentiality of, or prohibit the Executive from using, any information in the context of his professional or personal activities. The Executive further represents and warrants that neither the execution nor delivery of this Agreement nor the performance by the Executive of his duties hereunder will cause any breach of any contract, agreement or arrangement to which he is a party or by which he is bound.

11. Arm’s Length Negotiations; Representation By Counsel.

     The parties to this Agreement further agree that this Agreement has been negotiated by each in an arm’s length transaction. The Executive acknowledges that he has had the opportunity to be represented by legal counsel in connection with this Agreement.

12. Non-Assignability; Binding Agreement.

     Neither this Agreement nor any right, duty, obligation or interest hereunder shall be assignable or delegable by the Executive without the Company’s prior written consent; provided, however, that

     (A) nothing in this Section shall preclude the Executive from designating any of his beneficiaries to receive any benefits payable hereunder upon his death or disability, or his executors, administrators, or other legal representatives, from assigning any rights hereunder to the person or persons entitled thereto, and

     (B) any successor to the Company pursuant to any merger or consolidation involving the Company, and any purchaser of all or substantially all the assets of the Company, shall succeed to the rights and assume the obligations of the Company under this Agreement, and the Company covenants that it will not enter into or consummate any such transaction which does not make express provision for such succession and assumption. Subject to the foregoing, this Agreement shall be binding upon, and inure to the benefit of, the parties hereto, any successors to or assigns of the Company, the Executive’s heirs and the personal representatives of the Executive’s estate.

13. Amendment; Waiver.

     This Agreement may not be modified, amended or waived in any manner except by an instrument in writing signed by the parties hereto. The waiver by any party of compliance with any provision of this Agreement by the other party shall not operate or be construed as a waiver of any provision of this Agreement.

14. Notices.

     Any notice hereunder by either party to the other shall be given in writing by personal delivery, telex, telecopy or certified mail, return receipt requested, to the applicable address set forth below:

(or such other address as may from time to time be designated by notice by either party hereto for such purpose). Notice shall be deemed given, if by personal delivery, on the date of such delivery or, if by telex or telecopy, on the business day following receipt of confirmation of transmission by the transmitting equipment, or if by certified mail, on the third business day following the date that the notice was deposited in the mail.

15. Governing Law.

     This Agreement is to be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts. If, under such law, any portion of this Agreement is at any time deemed to be in conflict with any applicable statute, rule, regulation or ordinance, such portion shall be deemed to be modified or altered to conform thereto or, if that is not possible, to be omitted from this Agreement, and the invalidity of any such portion shall not affect the force, effect and validity of the remaining portion thereof.

16. Integration.

     This Agreement shall constitute the entire understanding between the Company, IBC and the Executive relating to the employment of the Executive by the Company and supersedes and cancels all prior written and oral agreements and understandings with respect to the subject matter of this Agreement.

17. Counterparts.

     This Agreement may be executed by the parties hereto counterparts, each of which shall be deemed to be an original, but such counterparts shall together constitute one and the same instrument.

18. Joint and Several Liability.

     The obligations and liability of IBC and the Company hereunder shall be joint and several.

     IN WITNESS WHEREOF, the parties have executed Employment Agreement as of the date first above written.

		ROCKLAND TRUST COMPANY
		By:
		Its:
		INDEPENDENT BANK CORP.
		By:		/s/ Christopher Oddleifson
		Its:
		(Signature), Executive
		Name:

Exhibit 99.2

FOURTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Parties and Effective Date

     This employment Agreement (the “Agreement”) is dated and effective as of October 31, 1994 (the “Effective Date”) by and between Rockland Trust Company, a Massachusetts trust company (the “Company”) and Raymond G. Fuerschbach of North Marshfield, Massachusetts (the “Executive”) and is amended and restated as of November 20, 2008 to comply with the requirements of Section 409A of the Code. Capitalized terms used in this Agreement have the meaning set forth in the section below entitled “Definitions.”

Employment Agreement

     In consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Employment; Position and Duties; Exclusive Services

     (a)  Employment . The Company agrees to employ the Executive, and the Executive agrees to be employed by the Company, upon the terms and conditions in this Agreement.

     (b)  Position and Duties/Company . The Executive agrees to act as Senior Vice President and Director of Human Resources for the Company, and to perform such other reasonable duties as may be assigned to him by the President and Chief Executive Officer of the Company. The Executive shall report to the President and Chief Executive Officer of the Company.

     (c)  Exclusive Services . Except for illness or incapacity, the Executive shall devote all of his business time, attention, skill and efforts exclusively to the business and affairs of the Company, and its affiliates, shall not be engaged in any other business activity, and shall perform and discharge well and faithfully the duties which may be assigned to him from time to time by the President and Chief Executive Officer; provided, however, that nothing in this Agreement shall preclude the Executive from devoting reasonable time during reasonable periods required for any or all of the following:

          (i) serving, in accordance with the Company’s policies and with the prior approval of the President and Chief Executive Officer of the Company, as a director or member of a committee of any other company or organization involving no actual or potential conflict of interest with the Company, or any of its subsidiaries or affiliates;

          (ii) investing personal assets in businesses in which the Executive’s participation is solely that of a passive investor in such form or manner as will not require any services on the part of the Executive in the operation or affairs of such businesses and in such form or manner which will not create any conflict of interest with, or create the appearance of any conflict of interest with, the Executive’s duties at the Company;

provided, however, that such activities in the aggregate shall not materially adversely affect or interfere with the performance of the Executive’s duties and obligations to the Company hereunder.

2. Term of Employment

     The term of this Agreement shall begin on the Effective Date and end either “at will” by either party upon written notice of termination by one party given to the other at least fourteen (14) days prior to the termination date specified in the notice or as otherwise specified in Section 5 of this Agreement (the “Term”).

3. Cash Compensation

     As compensation to the Executive for all services to be rendered in any capacity hereunder, the Company shall, commencing April 1, 2008, pay the Executive an annual base salary of One Hundred Seventy Eight Thousand Dollars ($178,000.00) per annum, payable no less frequently than bi-weekly (“Base Salary”). The Board may at its discretion review the compensation provisions of this Agreement and shall have the authority to pay an increased Base Salary, or bonus, or other additional compensation to the Executive.

4. Benefits

     (a)  Travel and Business-Related Expenses . The Executive shall be provided with a Company owned automobile in accordance with the policies of the Company regarding automobiles. The Executive shall be reimbursed in accordance with the policies of the Company for travel and other reasonable expenses incurred in the performance of the business of the Company.

     (b)  Group Life Insurance . The Company agrees to include the Executive under the Company’s group term life insurance policy in accordance with the policies of the Company. The Company shall pay all premiums for such coverage.

     (c)  Sick Leave/Disability . The Executive will enjoy the same sick leave and short term and long term disability coverage as in effect for employees of the Company generally.

     (d)  Retirement Plans . The Executive will be eligible to participate in the Company’s retirement benefit plans each in accordance with the terms of such plans as in effect.

     (e)  Vacation/Holidays . The Executive will receive four (4) weeks paid vacation, on an “as earned” basis each year and will receive ten (10) holidays each year.

     (f)  Insurance . During the Term, the Executive shall participate in all insurance programs (medical, dental, surgical, hospital) adopted by the Company, including dependent coverage, to the same extent as other executives of the Company.

     (g)  Incentive Compensation Plan . The Executive shall be eligible to participate in the Company’s Executive Incentive Compensation Plan, in accordance with the terms of such plan as in effect.

     (h)  Taxes . Except as otherwise specifically provided herein, the Executive recognizes that some or all of the foregoing benefits and those set forth in Section 3 may give rise to a federal and/or state income tax liability, and agrees to be responsible for such liability.

     (i)  Supplemental Executive Retirement Plan . The Executive will participate in the Rockland Trust Supplemental Executive Retirement Plan (“SERP”), a non-qualified plan on terms and conditions and with benefits comparable to those applicable and available to similarly situated executives of the Company.

5. Termination of Employment

     (a)  Termination For Cause; Resignation Without Good Reason .

          (i) If the Executive’s employment is terminated by the Company for Cause or if the Executive resigns from his employment for any reason other than for Good Reason or after a Change of Control, the Executive shall have no right to receive compensation or other benefits for any period after such Termination for Cause or resignation for any reason other than for Good Reason or after a Change of Control except as may be required by law and except that the Executive’s rights to exercise his stock options in the event his employment terminates shall be governed by the Independent Bank Corp. 2005 Employee Stock Plan and/or any other relevant stock option plan, as appropriate (the “Plans”) and the relevant stock option agreement.

          (ii) The Company may terminate the Executive for Cause by giving the Executive thirty (30) business days’ prior written notice, during which period the Company shall give the Executive an opportunity to cure and a reasonable opportunity to be heard by the Compensation Committee of the Board to show just cause for his actions, and to have the Compensation Committee of the Board, in its discretion, reverse or rescind the prior action of the Company terminating the Executive for Cause. During the thirty (30) notice period, the Executive may at the discretion of the Company be suspended without pay in the case of a pending termination pursuant to clauses (B), (C), or (D) within the Definition of Cause (with all pay withheld during the suspension period to be reinstated retroactively in the event pending termination is rescinded or is not completed by the end of the notice period) or be placed on administrative leave with pay in the case of a pending termination pursuant to clauses (A), (E), (F), or (G) within the Definition of Cause.

          (iii) The Executive may resign for “Good Reason” by giving the Company thirty (30) business days’ prior written notice and, during such thirty-day period, an opportunity to cure.

          (iv) The date of termination of employment by the Company for purposes of Section 5 shall be the date that the written notice of termination from the Company to the Executive is written, and the Company agrees to use all good faith efforts to deliver the written notice to the Executive as soon as possible after the notice is written. The date of a resignation by the Executive for purposes of Section 5 shall be the later of the date specified in the written notice of resignation from the Executive to the Company or the date notice is received by the Company.

     (b)  Termination Without Cause; Resignation for Good Reason . If during the term of this Agreement either (A) the Executive’s employment with the Company and/or any of its parent, subsidiaries or affiliates is terminated for any reason other than death, disability or for Cause, or (B) the Executive resigns for Good Reason from employment with the Company and/or any of its parent, subsidiaries or affiliates, the Executive shall be entitled:

•

to receive then current Base Salary for a period of twelve (12) months from the termination or resignation date, payable at such times as such Base Salary would be payable as if no such termination or resignation had occurred;

•

to continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for a period of twelve (12) months after such termination or resignation (the “Continuation Period”) or, to the extent at any time following termination of this Agreement and during the Continuation Period that the plans and arrangements described in clauses (b) and (f) of Section 4 are discontinued or terminated and no comparable plans in which the Executive is permitted to continue participation are established in their place, then to receive a gross bonus payment in an amount which after payment therefrom of all applicable federal and state income and employment taxes, will equal the pre-tax cost to the Company at the time of the termination or discontinuation of any such plans, attributable to the Executive’s participation in the plans and arrangements described in clauses (b) and (f) of Section 4 for the Continuation Period (the “Benefits Termination Payment”), less any portion which the Company has already paid on behalf of the Executive during the Continuation Period. The Company shall make the Benefits Termination Payment shall be due to the Executive immediately upon the date of termination or discontinuation of any applicable plan; and

•

to have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the employment termination date in accordance with the terms of the Plans and the relevant stock option agreement.

If the provisions of Section 5(c) are applicable to any termination or resignation of employment, the Executive’s rights shall be governed by Section 5(c). The subsequent disability or obtaining of a new position by the Executive does not mitigate or cease the obligations of the Company under this paragraph.

     (c)  Change in Control .

          (i) If during the term of this Agreement, any of the events constituting a Change of Control shall be deemed to have occurred, and following such Change of Control, either (A) the Executive’s employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise as a result of the Change of Control, is terminated for any reason, other than death, disability or for Cause, or (B) the Executive resigns for any reason from employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise, during the 30 day period immediately following the first anniversary of the effective date of the Change of Control as a result of the Change of

Control, the Executive shall be entitled to:

•

receive three (3) times his then current Base Salary and to receive an amount equal to three (3) times the greater of (a) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the date of termination of this Agreement without “Cause” or resignation for any reason, or (b) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the Change of Control, or (c) the calculated Plan award, in, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable in a lump sum cash payment immediately following such termination or resignation;

•

continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”);

•

have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the termination or resignation date (as the case may be), in accordance with the terms of the Plan and the relevant stock option agreement; and, to

•

receive any change of control benefits as provided in the SERP.

Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A of the Code for the calendar year preceding the termination of employment, or (ii) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 2008), shall be paid no earlier than the date that is six (6) months following the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay in the payment of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury Bill rate in effect on the date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse or other designated heir.

          (ii) In the event any amount payable as compensation to the Executive under this Agreement when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement would constitute a Parachute Payment, the amount payable as compensation under Section 5(c)(i) of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the Company. Notwithstanding the foregoing, if the Executive proves to

the satisfaction of the Compensation Committee of the Company’s Board (if no such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute Payment.

     (d)  Mitigation; Legal Fees . The Executive shall not be required to mitigate the amount of any payment provided for in either Section 5(b) or Section 5(c)(i) by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in Section 5(b) or Section 5(c)(i) be reduced by any compensation earned by the Executive as a result of self-employment or employment by another employer, by retirement benefits or by offset against any amount claimed to be owed by the Executive to the Company or otherwise. Following a Change of Control, the Company agrees to pay, as incurred, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement) plus in each case interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code.

     (e)  Termination By Reason of Death or Disability .

          (i) Notwithstanding anything to the contrary contained in this Agreement, the employment hereunder of the Executive shall be automatically terminated upon the death of the Executive after which time the Company shall have no further obligation to the Executive or his estate for any compensation or benefits hereunder, except to the extent any compensation or benefits are due to the Executive or his estate for any period prior to his death, provided, however, that this Section 5(e)(i) shall not affect in any manner any other benefits to which the Executive or his estate may be entitled or which may vest or accrue upon his death under any arrangement, plan or program (other than this Agreement) with the Company, by law or otherwise.

          (ii) Notwithstanding anything to the contrary contained in this Agreement, the employment hereunder of the Executive may be terminated by reason of disability, upon written notice to the Executive, in the event of the inability of the Executive to substantially perform his duties hereunder contemplated by this agreement by reason of injury (physical or mental), illness (physical or mental) or otherwise, incapacitating the Executive for a continuous period exceeding one hundred and eighty (180) days, as certified by a physician selected by the Company in good faith, and the Company shall have no further obligation under this Agreement to the Executive for any compensation or benefits hereunder, except to the extent any compensation or benefits are due to the Executive for any period prior to his termination by reason of disability, provided, however, that this Section 5(e)(ii) shall not affect in any manner other benefits to which the Executive may be entitled or which may accrue or vest upon his disability and the Executive shall be entitled to receive such compensation and benefits during and after such period of

disability as the Company’s policies and procedures in effect from time to time provide for similarly situated executives, as if the Executive and the Company had not entered into this Agreement.

     The Executive’s rights to exercise his stock options in the event of termination of his employment by reason of his death or disability shall be governed by the Plans and the relevant stock option agreement.

6. Confidentiality and Non-Solicitation .

     (a)  Confidentiality . The Executive recognizes and acknowledges as an employee of the Company he will have access to, become acquainted with, and obtain financial information and knowledge relating to the business, financial condition, methods of operation and other aspects of the Company, its parent, subsidiaries and affiliates (“Affiliated Companies”) and their customers, employees and suppliers, some of which information and knowledge is confidential and proprietary and that the Executive could substantially detract from the value and business prospects of the Affiliated Companies in the event, while employed by the Company or any time thereafter, the Executive were to disclose to any person not related to the Affiliated Companies or use such information and knowledge for his or such other person’s advantage. Accordingly, the Executive hereby agrees that he will not disclose to any person, other than directors, officers, employees, accountants, lawyers, consultants, advisors, agents and representative of, or other persons related to, the Affiliated Companies on a need to know basis in the course of carrying out his duties hereunder, any knowledge or information of a confidential nature pertaining to the Affiliated Companies, or their successors and assigns, including without limitation, all unpublished matters relating to the business, properties, accounts, books and records, business plan and customers of the said corporations, or their successors and assigns, except with the prior written approval of the Board, or except as may be required by law or as the Executive reasonable determines to be necessary to defend or enforce his rights under this Agreement.

     (b)  Equitable Relief . The Executive acknowledges and agrees (i) that the provisions of this Section 6 are reasonable and necessary for the protection of the Company, its subsidiaries and affiliates or its or their successors and assigns, and (ii) that the remedy at law for any breach by him of the provisions of this Section 6 will be inadequate and, accordingly, the Executive hereby agrees that in the case of any such breach (x) the Company or its successors and assigns shall be entitled to injunctive relief, in addition to any other remedy they may have, and (y) the Executive shall forfeit any future payments or benefits to which he might be entitled hereunder.

     (c)  Non-Solicitation . For a period of one (1) year after the Executive receives any compensation pursuant to this Agreement he will not (i) with the exception of mass mailings or other broad based marketing efforts, directly or indirectly, solicit, divert or take away, any Major Customer of the Affiliated Companies or other successors and assigns. As used herein, “Major Customer” shall mean any customer of the Affiliated Companies who either has maintained an average deposit balance of at least $100,000 or has maintained or obtained a credit facility of at least $100,000 from the Affiliated Companies during the term of this Agreement, or (ii) directly or indirectly induce or attempt to influence any employee of the Affiliated Companies, or their successors and assigns, to terminate his employment.

     (d)  Enforceability . The covenants on the part of the Executive contained in this Section 6 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action by the Executive against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of said covenants. This Section shall survive the termination of this Agreement. The period and the scope of the restrictions on the Executive set forth herein are divisible so that if any provision of this Section 6 is invalid, that provision shall be automatically modified to the extent necessary to make it valid.

     (e)  Jurisdiction . Subject to Section 7, the Executive hereby submits to the exclusive jurisdiction of the courts of Massachusetts and the Federal courts of the United States of America located in such state in respect to the interpretation and enforcement of the provisions of this Section 6, and subject to Section 7, the Executive hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement of this Section 6, that the Executive is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that this Agreement may not be enforced in or by said courts or that the Executive’s property is exempt or immune from execution, that the suit, action or proceeding is brought in an inconvenient forum, or that venue is improper.

7. Disputes

     (a) Any dispute relating to this Agreement, or to the breach of this Agreement,, arising between the Executive and the Company shall be settled by arbitration in accordance with the commercial arbitration rules of the American Arbitration Association (“AAA”), which arbitration may be initiated by any party hereto by written notice to the other of such party’s desire to arbitrate the dispute. The arbitration proceedings, including the rendering of an award, shall take place in Boston, Massachusetts, and shall be administered by the AAA.

     (b) The arbitrator shall be appointed within thirty (30) days of the notice of dispute, and shall be chosen by the parties from the names of available arbitrators furnished to the parties in list form by the AAA. The parties may review and reject names of available arbitrators from up to an aggregate of three lists furnished to the parties by the AAA. If, after having been furnished three lists of arbitrators, the parties cannot agree on one available arbitrator, either party may request that the AAA appoint an arbitrator to arbitrate the dispute.

     (c) The award of the arbitrator shall be final except as otherwise provided by the laws of the Commonwealth of Massachusetts and the federal laws of the United States, to the extent applicable. Judgment upon such award may be entered by the prevailing party in any state or federal court sitting in Boston, Massachusetts.

     (d) No arbitration proceedings hereunder shall be binding upon or in any way affect the interests of any party other than the Company, or its successors and the Executive, with respect to such arbitration.

     (e) Notwithstanding the foregoing, the Company shall have the right to apply to any court of competent jurisdiction for a temporary restraining order, preliminary, injunction or other interim equitable relief to which it may be entitled in connection with any alleged violations of Section 6 of this Agreement.

8. Indemnification

     The Company shall indemnify the Executive to the full extent permitted by Massachusetts law, which indemnification may require the advance of expenses, including legal fees, to the Executive, if and to the extent permitted by law. In the event of any claim for indemnification by the Executive, the Executive shall deliver written notice of any such claim promptly upon such a claim being made known to the Executive, which notice shall set forth the basis for such claim. The Company shall have the right to undertake the defense of such claim with counsel of its choice. The Company shall make said election within 15 business days of receipt of notice. If it does not so elect, then Executive is free to engage in counsel of its own choosing. If the Company has a conflict between executives as a result of said claim, then Executive shall have right to have independent counsel. During the Term and thereafter for so long as the Executive shall be subject to suit for liability for acts or omissions in connection with service as an officer or director of the company or service in other capacities at its request, the Company shall cause the Executive to be covered under any policy or contract of insurance obtained by it to insure its directors and officers against personal liability for acts or omissions in connection with such service. The coverage provided to the Executive pursuant to this section 8 shall be of the same scope and on the same terms and conditions as the coverage (if any) then provided to other officers or directors of the Company.

9. Non-Disclosure Commitments

     Other than as to the Company, the Executive hereby represents and warrants that he is not a party to or otherwise bound by any contracts, agreements or arrangements which contain covenants limiting the freedom of the Executive to compete in any line of business or with any person or entity, or which provide that the Executive must maintain the confidentiality of, or prohibit the Executive from using, any information in the context of his professional or personal activities. The Executive further represents and warrants that neither the execution nor delivery of this Agreement nor the performance by the Executive of his duties hereunder will cause any breach of any contract, agreement or arrangement to which he is a party or by which he is bound.

10. Arm’s Length Negotiations; Representation By Counsel

     The parties to this Agreement agree that this Agreement has been negotiated by each in an arm’s length transaction. The Executive acknowledges that he has had the opportunity to be represented by legal counsel in connection with this Agreement.

11. Tax Withholding

     Payments to the Executive of all compensation contemplated under this Agreement shall be subject to all applicable legal requirements with respect to the withholding of taxes and other deductions required by law.

12. Non-Assignability; Binding Agreement

     Neither this Agreement nor any right, duty, obligation or interest hereunder shall be assignable or delegable by the Executive without the Company’s prior written consent; provided, however, that (i) nothing in this Section shall preclude the Executive from designating any of his beneficiaries to receive any benefits payable thereunder upon his death or disability, or his executors, administrators, or other legal representatives, from assigning any rights hereunder to the person or persons entitled thereto, and (ii) any successor to the Company pursuant to any merger or consolidation involving the Company, and any purchaser of all or substantially all the assets of the Company, shall succeed to the rights and assume the obligations of the Company under this Agreement, and the Company covenants that it will not enter into or consummate any such transaction which does not make express provision for such succession and assumption. Subject to the foregoing, this Agreement shall be binding upon, and inure to the benefit of, the parties hereto, any successors to or assigns of the Company, the Executive’s heirs and the personal representatives of the Executive’s estate.

13. Amendment; Waiver

     This Agreement may not be modified, amended or waived in any manner except by an instrument in writing signed by the parties hereto. The waiver by any party of compliance with any provision of this Agreement by the other party shall not operate or be construed as a waiver of any provision of this Agreement.

14. Notices

     Any notice hereunder by either party to the other shall be given in writing by personal delivery, telex, telecopy or certified mail, return receipt requested, to the applicable address set forth below:

		(i)	To the Company		Rockland Trust Company
					288 Union Street
					Rockland, MA 02370
					Attn.: President
		(ii)	To the Executive:		Raymond G. Fuerschbach
					P.O. Box 284
					284 Highland Street
					North Marshfield, MA 02059

(or such other address as may from time to time be designated by notice by either party hereto for such purpose). Notice shall be deemed given, if by personal delivery, on the date of such delivery or, if by telex or telecopy, on the business day following receipt of answer back or telecopy confirmation or if by certified mail, on the date shown on the applicable return receipt.

15. Governing Law

     This Agreement is to be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts. If, under such law, any portion of this Agreement is at any time deemed to be in conflict with any applicable statute, rule, regulation or ordinance, such portion

shall be deemed to be modified or altered to conform thereto or, if that is not possible, to be omitted from this Agreement, and the invalidity of any such portion shall not affect the force, effect and validity of the remaining portion thereof.

16. Supersedes Previous Agreements

     This Agreement constitutes the entire understanding between the Company and the Executive relating to the employment of the Executive by the Company and supersedes and cancels all prior written and oral agreements and understandings with respect to the subject matter of this Agreement.

17. Definitions

     The capitalized terms used in this Agreement have the meanings set forth below:

     “AAA” has the meaning set forth in Section 7 of this Agreement.

     “Affiliated Companies” has the meaning set forth in Section 6 of this Agreement.

     “Agreement” means this Employment Agreement.

     “Base Salary” has the meaning set forth in Section 3 of this Agreement.

     “Board” means the Rockland Trust Company Board of Directors or one of its duly appointed committees.

     “Cause” shall refer to the Company’s termination of the Executive’s service with the Company at any time because the Executive has: (A) refused or failed, in any material respect, other than due to illness, injury, or absence authorized by the Company or required by law, to devote his full normal working time, skills, knowledge, and abilities to the business of the Company, its subsidiaries and affiliates, and in promotion of their respective interests; or (B) engaged in (1) activities involving his personal profit as a result of his dishonesty, incompetence, willful misconduct, willful violation of any law, rule or regulation or breach of fiduciary duty, or (2) dishonest activities involving the Executive’s relations with the Company, its subsidiaries and affiliates or any of their respective employees, customers or suppliers; or (C) committed larceny, embezzlement, conversion or any other act involving the misappropriation of Company or customer funds in the course of his employment; or (D) been convicted of any crime which reasonably could affect in a materially adverse manner the reputation of the Company or the Executive’s ability to perform the duties required hereunder; or (E) committed an act involving gross negligence on the part of the Executive in the conduct of his duties hereunder; or (F) evidenced a drug addiction or dependency; or (G) otherwise materially breached this Agreement.

     “Change of Control” shall mean if during the Term of this Agreement (A) any “Person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than the Holding Company, any of its subsidiaries, or any trustee, fiduciary or other person or entity holding securities under any employee benefit

plan or trust of Holding Company or any of its subsidiaries), together with all “affiliates” and “associates” (as such terms are defined in Rule 12b-2 under the Exchange Act) of such person, shall become the “beneficial owner” (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of either (x) a majority of the outstanding common stock of the Holding Company or the Company, or (y) securities of either the Holding Company or the Company representing a majority of the combined voting power of the then outstanding voting securities of either the Holding Company or the Company, respectively; or (B) during any period of two consecutive years following the date hereof, individuals who at the beginning of that year period constitute the Board of the Holding Company cease, at any time after the beginning of such period, for any reason to constitute a majority of the Board of the Holding Company, unless the election of each new director was nominated or approved by at least two thirds of the directors of the Board then still in office who were either directors at the beginning of the two year period or whose election or whose nomination for election was previously so approved; or (C) the consummation of a merger or consolidation or sale or other disposition of all or substantially all of the assets of the Holding Company (a “Corporate Transaction”); excluding a Corporate Transaction in which the stockholders of the Holding Company immediately prior to the Corporate Transaction, would, immediately after the Corporate Transaction, beneficially own(as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, shares representing in the aggregate more than majority of the voting shares of the corporation issuing cash or securities in the Corporate Transaction (or of its ultimate parent corporation, if any); or (D) the approval of the Holding Company’s stockholders of any plan or proposal for the liquidation or dissolution of the Holding Company. Notwithstanding the foregoing, a “Change in Control” shall not be deemed to have occurred for purposes of the foregoing clause (A) solely as the result of an acquisition of securities by the Holding Company that, by reducing the number of shares of Voting Securities outstanding, increases the proportionate number of share of Voting Securities beneficially owned by any person to 50 percent or more of the combined voting power of all then outstanding Voting Securities; however that if any person referred to in this sentence shall thereafter become the beneficial owner of any additional share of Voting Securities (other than pursuant to a stock split, stock dividend, or similar transaction or as a result of an acquisition of securities directly from the Holding Company) and immediately thereafter beneficially owns 50 percent or more of the combined voting power of all then outstanding Voting Securities, then a “Change in Control” shall be deemed to have occurred for purposes of the foregoing clause (A).

     “Code” means the Internal Revenue Code of 1986, as currently amended and as may be amended and in effect in the future.

     “Company” means Rockland Trust Company.

     “Continuation Period” shall have the meaning set forth in Section 5(b) of this Agreement.

     “Effective Date” has the meaning set forth in the paragraph of this Agreement entitled “Parties and Effective Date.”

     “Executive” has the meaning set forth in the paragraph of this Agreement entitled “Parties and Effective Date.”

     “Good Reason” means the resignation of the Executive within four months after (A) the Company, without the express written consent of the Executive, materially breaches this Agreement to the substantial detriment of the Executive; or (B) the Board or the Chief Executive Officer, without Cause, substantially changes the Executive’s core duties or removes the Executive’s responsibility for those core duties, so as to effectively cause the Executive to no longer be performing the duties of an executive in the capacity for which the Executive was hired.

     “Holding Company” means Independent Bank Corp.

     “Major Customer” has the meaning set forth in Section 6 of this Agreement.

     “Parachute Payment” shall have the meaning given to parachute payments set forth in section 280G(b)(2)(A) of the Code (relating to the quantification of parachute payments) determined without regard to the provisions of section §280G(b)(4) of the Code (relating to the exclusion of reasonable compensation from parachute payments).

18. Counterparts

     This Agreement may be executed by the parties hereto in counterparts, each of which shall be deemed to be an original, but which together constitute one and the same instrument.

     The parties have executed this Agreement as a Massachusetts instrument under seal as of the Effective Date:

		ROCKLAND TRUST COMPANY
		By:
		Its:
		RAYMOND G. FUERSCHBACH

Exhibit 99.3

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Parties and Effective Date

     This employment Agreement (the “Agreement”) is dated and effective as of October 4, 2000 (the “Effective Date”) by and between Rockland Trust Company, a Massachusetts trust company (the “Company”) and Edward F. Jankowski of Plymouth, Massachusetts (the “Executive”) and is amended and restated as of November 20, 2008 to comply with the requirements of Section 409A of the Code. Capitalized terms used in this Agreement have the meaning set forth in the section below entitled “Definitions.”

Employment Agreement

     In consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Employment; Position and Duties; Exclusive Services

     (a)  Employment . The Company agrees to employ the Executive, and the Executive agrees to be employed by the Company, upon the terms and conditions in this Agreement.

(b) Position and Duties/Company . The Executive agrees to act as Chief Technology and Operations Officer for the Company, and to perform such other reasonable duties as may be assigned to him by the Chief Financial Officer of the Company. The Executive shall report to the President and Chief Executive Officer of the Company.

     (c)  Exclusive Services . Except for illness or incapacity, the Executive shall devote all of his business time, attention, skill and efforts exclusively to the business and affairs of the Company, and its affiliates, shall not be engaged in any other business activity, and shall perform and discharge well and faithfully the duties which may be assigned to him from time to time by the President and Chief Executive Officer; provided, however, that nothing in this Agreement shall preclude the Executive from devoting reasonable time during reasonable periods required for any or all of the following:

          (i) serving, in accordance with the Company’s policies and with the prior approval of the President and Chief Executive Officer of the Company, as a director or member of a committee of any other company or organization involving no actual or potential conflict of interest with the Company, or any of its subsidiaries or affiliates;

          (ii) investing personal assets in businesses in which the Executive’s participation is solely that of a passive investor in such form or manner as will not require any services on the part of the Executive in the operation or affairs of such businesses and in such form or manner which will not create any conflict of interest with, or create the appearance of any conflict of interest with, the Executive’s duties at the Company;

provided, however, that such activities in the aggregate shall not materially adversely affect or interfere with the performance of the Executive’s duties and obligations to the Company hereunder.

2. Term of Employment

     The term of this Agreement shall begin on the Effective Date and end either “at will” by either party upon written notice of termination by one party given to the other at least fourteen (14) days prior to the termination date specified in the notice or as otherwise specified in Section 5 of this Agreement (the “Term”).

3. Cash Compensation

     As compensation to the Executive for all services to be rendered in any capacity hereunder, the Company shall, commencing April 1, 2008, pay the Executive an annual base salary of Two Hundred Three Thousand Dollars ($203,000.00) per annum, payable no less frequently than bi-weekly (“Base Salary”). The Board may at its discretion review the compensation provisions of this Agreement and shall have the authority to pay an increased Base Salary, or bonus, or other additional compensation to the Executive.

4. Benefits

     (a)  Travel and Business-Related Expenses . The Executive shall be reimbursed in accordance with the policies of the Company for travel and other reasonable expenses incurred in the performance of the business of the Company.

     (b)  Group Life Insurance . The Company agrees to include the Executive under the Company’s group term life insurance policy in accordance with the policies of the Company. The Company shall pay all premiums for such coverage.

     (c)  Sick Leave/Disability . The Executive will enjoy the same sick leave and short term and long term disability coverage as in effect for employees of the Company generally.

     (d)  Retirement Plans . The Executive will be eligible to participate in the Company’s retirement benefit plans each in accordance with the terms of such plans as in effect.

     (e)  Vacation/Holidays . The Executive will receive four (4) weeks paid vacation, on an “as earned” basis each year and will receive ten (10) holidays each year.

     (f)  Insurance . During the Term, the Executive shall participate in all insurance programs (medical, dental, surgical, hospital) adopted by the Company, including dependent coverage, to the same extent as other executives of the Company.

     (g)  Incentive Compensation Plan . The Executive shall be eligible to participate in the Company’s Executive Incentive Compensation Plan, in accordance with the terms of such plan as in effect.

     (h)  Taxes . Except as otherwise specifically provided herein, the Executive recognizes that some or all of the foregoing benefits and those set forth in Section 3 may give rise to a federal and/or state income tax liability, and agrees to be responsible for such liability.

     (i)  Supplemental Executive Retirement Plan . The Executive will participate in the Rockland Trust Supplemental Executive Retirement Plan (“SERP”), a non-qualified plan on terms and conditions and with benefits comparable to those applicable and available to similarly situated executives of the Company.

5. Termination of Employment

     (a)  Termination For Cause; Resignation Without Good Reason .

          (i) If the Executive’s employment is terminated by the Company for Cause or if the Executive resigns from his employment for any reason other than for Good Reason or after a Change of Control, the Executive shall have no right to receive compensation or other benefits for any period after such Termination for Cause or resignation for any reason other than for Good Reason or after a Change of Control except as may be required by law and except that the Executive’s rights to exercise his stock options in the event his employment terminates shall be governed by the Independent Bank Corp. 2005 Employee Stock Plan and/or any other relevant stock option plan, as appropriate (the “Plans”) and the relevant stock option agreement.

          (ii) The Company may terminate the Executive for Cause by giving the Executive thirty (30) business days’ prior written notice, during which period the Company shall give the Executive an opportunity to cure and a reasonable opportunity to be heard by the Compensation Committee of the Board to show just cause for his actions, and to have the Compensation Committee of the Board, in its discretion, reverse or rescind the prior action of the Company terminating the Executive for Cause. During the thirty (30) notice period, the Executive may at the discretion of the Company be suspended without pay in the case of a pending termination pursuant to clauses (B), (C), or (D) within the Definition of Cause (with all pay withheld during the suspension period to be reinstated retroactively in the event pending termination is rescinded or is not completed by the end of the notice period) or be placed on administrative leave with pay in the case of a pending termination pursuant to clauses (A), (E), (F), or (G) within the Definition of Cause.

          (iii) The Executive may resign for “Good Reason” by giving the Company thirty (30) business days’ prior written notice and, during such thirty-day period, an opportunity to cure.

          (iv) The date of termination of employment by the Company for purposes of Section 5 shall be the date that the written notice of termination from the Company to the Executive is written, and the Company agrees to use all good faith efforts to deliver the written notice to the Executive as soon as possible after the notice is written. The date of a resignation by the Executive for purposes of Section 5 shall be the later of the date specified in the written notice of resignation from the Executive to the Company or the date notice is received by the Company.

     (b)  Termination Without Cause; Resignation for Good Reason . If during the term of this Agreement either (A) the Executive’s employment with the Company and/or any of its parent, subsidiaries or affiliates is terminated for any reason other than death, disability or for Cause, or (B) the Executive resigns for Good Reason from employment with the Company and/or any of its parent, subsidiaries or affiliates, the Executive shall be entitled:

•

to receive then current Base Salary for a period of twelve (12) months from the termination or resignation date, payable at such times as such Base Salary would be payable as if no such termination or resignation had occurred;

•

to continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for a period of twelve (12) months after such termination or resignation (the “Continuation Period”) or, to the extent at any time following termination of this Agreement and during the Continuation Period that the plans and arrangements described in clauses (b) and (f) of Section 4 are discontinued or terminated and no comparable plans in which the Executive is permitted to continue participation are established in their place, then to receive a gross bonus payment in an amount which after payment therefrom of all applicable federal and state income and employment taxes, will equal the pre-tax cost to the Company at the time of the termination or discontinuation of any such plans, attributable to the Executive’s participation in the plans and arrangements described in clauses (b) and (f) of Section 4 for the Continuation Period (the “Benefits Termination Payment”), less any portion which the Company has already paid on behalf of the Executive during the Continuation Period. The Company shall make the Benefits Termination Payment shall be due to the Executive immediately upon the date of termination or discontinuation of any applicable plan; and

•

to have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the employment termination date in accordance with the terms of the Plans and the relevant stock option agreement.

If the provisions of Section 5(c) are applicable to any termination or resignation of employment, the Executive’s rights shall be governed by Section 5(c). The subsequent disability or obtaining of a new position by the Executive does not mitigate or cease the obligations of the Company under this paragraph.

     (c)  Change in Control .

          (i) If during the term of this Agreement, any of the events constituting a Change of Control shall be deemed to have occurred, and following such Change of Control, either (A) the Executive’s employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise as a result of the Change of Control, is terminated for any reason, other than death, disability or for Cause, or (B) the Executive resigns for any reason from employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise, during the 30 day period immediately following the first anniversary of the effective date of the Change of Control as a result of the Change of Control, the Executive shall be entitled to:

•

receive three (3) times his then current Base Salary and to receive an amount equal to three (3) times the greater of (a) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the date of termination of this Agreement without “Cause” or resignation for any reason, or (b) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the Change of Control, or (c) the calculated Plan award, in, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable in a lump sum cash payment immediately following such termination or resignation;

•

continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”);

•

have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the termination or resignation date (as the case may be), in accordance with the terms of the Plan and the relevant stock option agreement; and, to

•

receive any change of control benefits as provided in the SERP.

Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A of the Code for the calendar year preceding the termination of employment, or (ii) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 2008), shall be paid no earlier than the date that is six (6) months following the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay in the payment of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury Bill rate in effect on the date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse or other designated heir.

          (ii) In the event any amount payable as compensation to the Executive under this Agreement when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement would constitute a Parachute Payment, the amount payable as compensation under Section 5(c)(i) of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the Company. Notwithstanding the foregoing, if the Executive proves to

the satisfaction of the Compensation Committee of the Company’s Board (if no such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute Payment.

     (d)  Mitigation; Legal Fees . The Executive shall not be required to mitigate the amount of any payment provided for in either Section 5(b) or Section 5(c)(i) by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in Section 5(b) or Section 5(c)(i) be reduced by any compensation earned by the Executive as a result of self-employment or employment by another employer, by retirement benefits or by offset against any amount claimed to be owed by the Executive to the Company or otherwise. Following a Change of Control, the Company agrees to pay, as incurred, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement) plus in each case interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code.

     (e)  Termination By Reason of Death or Disability .

          (i) Notwithstanding anything to the contrary contained in this Agreement, the employment hereunder of the Executive shall be automatically terminated upon the death of the Executive after which time the Company shall have no further obligation to the Executive or his estate for any compensation or benefits hereunder, except to the extent any compensation or benefits are due to the Executive or his estate for any period prior to his death, provided, however, that this Section 5(e)(i) shall not affect in any manner any other benefits to which the Executive or his estate may be entitled or which may vest or accrue upon his death under any arrangement, plan or program (other than this Agreement) with the Company, by law or otherwise.

          (ii) Notwithstanding anything to the contrary contained in this Agreement, the employment hereunder of the Executive may be terminated by reason of disability, upon written notice to the Executive, in the event of the inability of the Executive to substantially perform his duties hereunder contemplated by this agreement by reason of injury (physical or mental), illness (physical or mental) or otherwise, incapacitating the Executive for a continuous period exceeding one hundred and eighty (180) days, as certified by a physician selected by the Company in good faith, and the Company shall have no further obligation under this Agreement to the Executive for any compensation or benefits hereunder, except to the extent any compensation or benefits are due to the Executive for any period prior to his termination by reason of disability, provided, however, that this Section 5(e)(ii) shall not affect in any manner other benefits to which the Executive may be entitled or which may accrue or vest upon his disability and the Executive shall be entitled to receive such compensation and benefits during and after such period of

disability as the Company’s policies and procedures in effect from time to time provide for similarly situated executives, as if the Executive and the Company had not entered into this Agreement.

     The Executive’s rights to exercise his stock options in the event of termination of his employment by reason of his death or disability shall be governed by the Plans and the relevant stock option agreement.

6. Confidentiality and Non-Solicitation .

     (a)  Confidentiality . The Executive recognizes and acknowledges as an employee of the Company he will have access to, become acquainted with, and obtain financial information and knowledge relating to the business, financial condition, methods of operation and other aspects of the Company, its parent, subsidiaries and affiliates (“Affiliated Companies”) and their customers, employees and suppliers, some of which information and knowledge is confidential and proprietary and that the Executive could substantially detract from the value and business prospects of the Affiliated Companies in the event, while employed by the Company or any time thereafter, the Executive were to disclose to any person not related to the Affiliated Companies or use such information and knowledge for his or such other person’s advantage. Accordingly, the Executive hereby agrees that he will not disclose to any person, other than directors, officers, employees, accountants, lawyers, consultants, advisors, agents and representative of, or other persons related to, the Affiliated Companies on a need to know basis in the course of carrying out his duties hereunder, any knowledge or information of a confidential nature pertaining to the Affiliated Companies, or their successors and assigns, including without limitation, all unpublished matters relating to the business, properties, accounts, books and records, business plan and customers of the said corporations, or their successors and assigns, except with the prior written approval of the Board, or except as may be required by law or as the Executive reasonable determines to be necessary to defend or enforce his rights under this Agreement.

     (b)  Equitable Relief . The Executive acknowledges and agrees (i) that the provisions of this Section 6 are reasonable and necessary for the protection of the Company, its subsidiaries and affiliates or its or their successors and assigns, and (ii) that the remedy at law for any breach by him of the provisions of this Section 6 will be inadequate and, accordingly, the Executive hereby agrees that in the case of any such breach (x) the Company or its successors and assigns shall be entitled to injunctive relief, in addition to any other remedy they may have, and (y) the Executive shall forfeit any future payments or benefits to which he might be entitled hereunder.

     (c)  Non-Solicitation . For a period of one (1) year after the Executive receives any compensation pursuant to this Agreement he will not (i) with the exception of mass mailings or other broad based marketing efforts, directly or indirectly, solicit, divert or take away, any Major Customer of the Affiliated Companies or other successors and assigns. As used herein, “Major Customer” shall mean any customer of the Affiliated Companies who either has maintained an average deposit balance of at least $100,000 or has maintained or obtained a credit facility of at least $100,000 from the Affiliated Companies during the term of this Agreement, or (ii) directly or indirectly induce or attempt to influence any employee of the Affiliated Companies, or their successors and assigns, to terminate his employment.

     (d)  Enforceability . The covenants on the part of the Executive contained in this Section 6 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action by the Executive against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of said covenants. This Section shall survive the termination of this Agreement. The period and the scope of the restrictions on the Executive set forth herein are divisible so that if any provision of this Section 6 is invalid, that provision shall be automatically modified to the extent necessary to make it valid.

     (e)  Jurisdiction . Subject to Section 7, the Executive hereby submits to the exclusive jurisdiction of the courts of Massachusetts and the Federal courts of the United States of America located in such state in respect to the interpretation and enforcement of the provisions of this Section 6, and subject to Section 7, the Executive hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement of this Section 6, that the Executive is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that this Agreement may not be enforced in or by said courts or that the Executive’s property is exempt or immune from execution, that the suit, action or proceeding is brought in an inconvenient forum, or that venue is improper.

7. Disputes

     (a) Any dispute relating to this Agreement, or to the breach of this Agreement,, arising between the Executive and the Company shall be settled by arbitration in accordance with the commercial arbitration rules of the American Arbitration Association (“AAA”), which arbitration may be initiated by any party hereto by written notice to the other of such party’s desire to arbitrate the dispute. The arbitration proceedings, including the rendering of an award, shall take place in Boston, Massachusetts, and shall be administered by the AAA.

     (b) The arbitrator shall be appointed within thirty (30) days of the notice of dispute, and shall be chosen by the parties from the names of available arbitrators furnished to the parties in list form by the AAA. The parties may review and reject names of available arbitrators from up to an aggregate of three lists furnished to the parties by the AAA. If, after having been furnished three lists of arbitrators, the parties cannot agree on one available arbitrator, either party may request that the AAA appoint an arbitrator to arbitrate the dispute.

     (c) The award of the arbitrator shall be final except as otherwise provided by the laws of the Commonwealth of Massachusetts and the federal laws of the United States, to the extent applicable. Judgment upon such award may be entered by the prevailing party in any state or federal court sitting in Boston, Massachusetts.

     (d) No arbitration proceedings hereunder shall be binding upon or in any way affect the interests of any party other than the Company, or its successors and the Executive, with respect to such arbitration.

     (e) Notwithstanding the foregoing, the Company shall have the right to apply to any court of competent jurisdiction for a temporary restraining order, preliminary, injunction or other interim equitable relief to which it may be entitled in connection with any alleged violations of Section 6 of this Agreement.

8. Indemnification

     The Company shall indemnify the Executive to the full extent permitted by Massachusetts law, which indemnification may require the advance of expenses, including legal fees, to the Executive, if and to the extent permitted by law. In the event of any claim for indemnification by the Executive, the Executive shall deliver written notice of any such claim promptly upon such a claim being made known to the Executive, which notice shall set forth the basis for such claim. The Company shall have the right to undertake the defense of such claim with counsel of its choice. The Company shall make said election within 15 business days of receipt of notice. If it does not so elect, then Executive is free to engage in counsel of its own choosing. If the Company has a conflict between executives as a result of said claim, then Executive shall have right to have independent counsel. During the Term and thereafter for so long as the Executive shall be subject to suit for liability for acts or omissions in connection with service as an officer or director of the company or service in other capacities at its request, the Company shall cause the Executive to be covered under any policy or contract of insurance obtained by it to insure its directors and officers against personal liability for acts or omissions in connection with such service. The coverage provided to the Executive pursuant to this section 8 shall be of the same scope and on the same terms and conditions as the coverage (if any) then provided to other officers or directors of the Company.

9. Non-Disclosure Commitments

     Other than as to the Company, the Executive hereby represents and warrants that he is not a party to or otherwise bound by any contracts, agreements or arrangements which contain covenants limiting the freedom of the Executive to compete in any line of business or with any person or entity, or which provide that the Executive must maintain the confidentiality of, or prohibit the Executive from using, any information in the context of his professional or personal activities. The Executive further represents and warrants that neither the execution nor delivery of this Agreement nor the performance by the Executive of his duties hereunder will cause any breach of any contract, agreement or arrangement to which he is a party or by which he is bound.

10. Arm’s Length Negotiations; Representation By Counsel

     The parties to this Agreement agree that this Agreement has been negotiated by each in an arm’s length transaction. The Executive acknowledges that he has had the opportunity to be represented by legal counsel in connection with this Agreement.

11. Tax Withholding

     Payments to the Executive of all compensation contemplated under this Agreement shall be subject to all applicable legal requirements with respect to the withholding of taxes and other deductions required by law.

12. Non-Assignability; Binding Agreement

     Neither this Agreement nor any right, duty, obligation or interest hereunder shall be assignable or delegable by the Executive without the Company’s prior written consent; provided, however, that (i) nothing in this Section shall preclude the Executive from designating any of his beneficiaries to receive any benefits payable thereunder upon his death or disability, or his executors, administrators, or other legal representatives, from assigning any rights hereunder to the person or persons entitled thereto, and (ii) any successor to the Company pursuant to any merger or consolidation involving the Company, and any purchaser of all or substantially all the assets of the Company, shall succeed to the rights and assume the obligations of the Company under this Agreement, and the Company covenants that it will not enter into or consummate any such transaction which does not make express provision for such succession and assumption. Subject to the foregoing, this Agreement shall be binding upon, and inure to the benefit of, the parties hereto, any successors to or assigns of the Company, the Executive’s heirs and the personal representatives of the Executive’s estate.

13. Amendment; Waiver

     This Agreement may not be modified, amended or waived in any manner except by an instrument in writing signed by the parties hereto. The waiver by any party of compliance with any provision of this Agreement by the other party shall not operate or be construed as a waiver of any provision of this Agreement.

14. Notices

     Any notice hereunder by either party to the other shall be given in writing by personal delivery, telex, telecopy or certified mail, return receipt requested, to the applicable address set forth below:

(i)	To the Company		Rockland Trust Company
			288 Union Street
			Rockland, MA 02370
			Attn.: President
(ii)	To the Executive:		Edward F. Jankowski
			51 White Trellis
			Plymouth, MA 02360

(or such other address as may from time to time be designated by notice by either party hereto for such purpose). Notice shall be deemed given, if by personal delivery, on the date of such delivery or, if by telex or telecopy, on the business day following receipt of answer back or telecopy confirmation or if by certified mail, on the date shown on the applicable return receipt.

15. Governing Law

     This Agreement is to be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts. If, under such law, any portion of this Agreement is at any time deemed to be in conflict with any applicable statute, rule, regulation or ordinance, such portion

shall be deemed to be modified or altered to conform thereto or, if that is not possible, to be omitted from this Agreement, and the invalidity of any such portion shall not affect the force, effect and validity of the remaining portion thereof.

16. Supersedes Previous Agreements

     This Agreement constitutes the entire understanding between the Company and the Executive relating to the employment of the Executive by the Company and supersedes and cancels all prior written and oral agreements and understandings with respect to the subject matter of this Agreement.

17. Definitions

     The capitalized terms used in this Agreement have the meanings set forth below:

     “AAA” has the meaning set forth in Section 7 of this Agreement.

     “Affiliated Companies” has the meaning set forth in Section 6 of this Agreement.

     “Agreement” means this Employment Agreement.

     “Base Salary” has the meaning set forth in Section 3 of this Agreement.

     “Board” means the Rockland Trust Company Board of Directors or one of its duly appointed committees.

     “Cause” shall refer to the Company’s termination of the Executive’s service with the Company at any time because the Executive has: (A) refused or failed, in any material respect, other than due to illness, injury, or absence authorized by the Company or required by law, to devote his full normal working time, skills, knowledge, and abilities to the business of the Company, its subsidiaries and affiliates, and in promotion of their respective interests; or (B) engaged in (1) activities involving his personal profit as a result of his dishonesty, incompetence, willful misconduct, willful violation of any law, rule or regulation or breach of fiduciary duty, or (2) dishonest activities involving the Executive’s relations with the Company, its subsidiaries and affiliates or any of their respective employees, customers or suppliers; or (C) committed larceny, embezzlement, conversion or any other act involving the misappropriation of Company or customer funds in the course of his employment; or (D) been convicted of any crime which reasonably could affect in a materially adverse manner the reputation of the Company or the Executive’s ability to perform the duties required hereunder; or (E) committed an act involving gross negligence on the part of the Executive in the conduct of his duties hereunder; or (F) evidenced a drug addiction or dependency; or (G) otherwise materially breached this Agreement.

     “Change of Control” shall mean if during the Term of this Agreement (A) any “Person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than the Holding Company, any of its subsidiaries, or any trustee, fiduciary or other person or entity holding securities under any employee benefit

plan or trust of Holding Company or any of its subsidiaries), together with all “affiliates” and “associates” (as such terms are defined in Rule 12b-2 under the Exchange Act) of such person, shall become the “beneficial owner” (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of either (x) a majority of the outstanding common stock of the Holding Company or the Company, or (y) securities of either the Holding Company or the Company representing a majority of the combined voting power of the then outstanding voting securities of either the Holding Company or the Company, respectively; or (B) during any period of two consecutive years following the date hereof, individuals who at the beginning of that year period constitute the Board of the Holding Company cease, at any time after the beginning of such period, for any reason to constitute a majority of the Board of the Holding Company, unless the election of each new director was nominated or approved by at least two thirds of the directors of the Board then still in office who were either directors at the beginning of the two year period or whose election or whose nomination for election was previously so approved; or (C) the consummation of a merger or consolidation or sale or other disposition of all or substantially all of the assets of the Holding Company (a “Corporate Transaction”); excluding a Corporate Transaction in which the stockholders of the Holding Company immediately prior to the Corporate Transaction, would, immediately after the Corporate Transaction, beneficially own(as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, shares representing in the aggregate more than majority of the voting shares of the corporation issuing cash or securities in the Corporate Transaction (or of its ultimate parent corporation, if any); or (D) the approval of the Holding Company’s stockholders of any plan or proposal for the liquidation or dissolution of the Holding Company. Notwithstanding the foregoing, a “Change in Control” shall not be deemed to have occurred for purposes of the foregoing clause (A) solely as the result of an acquisition of securities by the Holding Company that, by reducing the number of shares of Voting Securities outstanding, increases the proportionate number of share of Voting Securities beneficially owned by any person to 50 percent or more of the combined voting power of all then outstanding Voting Securities; however that if any person referred to in this sentence shall thereafter become the beneficial owner of any additional share of Voting Securities (other than pursuant to a stock split, stock dividend, or similar transaction or as a result of an acquisition of securities directly from the Holding Company) and immediately thereafter beneficially owns 50 percent or more of the combined voting power of all then outstanding Voting Securities, then a “Change in Control” shall be deemed to have occurred for purposes of the foregoing clause (A).

     “Code” means the Internal Revenue Code of 1986, as currently amended and as may be amended and in effect in the future.

     “Company” means Rockland Trust Company.

     “Continuation Period” shall have the meaning set forth in Section 5(b) of this Agreement.

     “Effective Date” has the meaning set forth in the paragraph of this Agreement entitled “Parties and Effective Date.”

     “Executive” has the meaning set forth in the paragraph of this Agreement entitled “Parties and Effective Date.”

     “Good Reason” means the resignation of the Executive within four months after (A) the Company, without the express written consent of the Executive, materially breaches this Agreement to the substantial detriment of the Executive; or (B) the Board or the Chief Executive Officer, without Cause, substantially changes the Executive’s core duties or removes the Executive’s responsibility for those core duties, so as to effectively cause the Executive to no longer be performing the duties of an executive in the capacity for which the Executive was hired.

     “Holding Company” means Independent Bank Corp.

     “Major Customer” has the meaning set forth in Section 6 of this Agreement.

     “Parachute Payment” shall have the meaning given to parachute payments set forth in section 280G(b)(2)(A) of the Code (relating to the quantification of parachute payments) determined without regard to the provisions of section §280G(b)(4) of the Code (relating to the exclusion of reasonable compensation from parachute payments).

18. Counterparts

     This Agreement may be executed by the parties hereto in counterparts, each of which shall be deemed to be an original, but which together constitute one and the same instrument.

     The parties have executed this Agreement as a Massachusetts instrument under seal as of the Effective Date:

		ROCKLAND TRUST COMPANY
		By:
		Its:
		EDWARD F. JANKOWSKI

Exhibit 99.4

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Parties and Effective Date

     This employment Agreement (the “Agreement”) is dated and effective as of July 19, 2004 (the “Effective Date”) by and between Rockland Trust Company, a Massachusetts trust company (the “Company”) and Jane L. Lundquist of Boxford, Massachusetts (the “Executive”) and is amended and restated as of November 20, 2008 to comply with the requirements of Section 409A of the Code. Capitalized terms used in this Agreement have the meaning set forth in the section below entitled “Definitions.”

Employment Agreement

     In consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Employment; Position and Duties; Exclusive Services

     (a)  Employment . The Company agrees to employ the Executive, and the Executive agrees to be employed by the Company, upon the terms and conditions in this Agreement.

     (b)  Position and Duties/Company . The Executive agrees to act as Executive Vice President and Director of Retail Banking and Corporate Marketing for the Company, and to perform such other reasonable duties as may be assigned to her by the President and Chief Executive Officer of the Company. The Executive shall report to the President and Chief Executive Officer of the Company.

     (c)  Exclusive Services . Except for illness or incapacity, the Executive shall devote all of his business time, attention, skill and efforts exclusively to the business and affairs of the Company, and its affiliates, shall not be engaged in any other business activity, and shall perform and discharge well and faithfully the duties which may be assigned to her from time to time by the President and Chief Executive Officer; provided, however, that nothing in this Agreement shall preclude the Executive from devoting reasonable time during reasonable periods required for any or all of the following:

          (i) serving, in accordance with the Company’s policies and with the prior approval of the President and Chief Executive Officer of the Company, as a director or member of a committee of any other company or organization involving no actual or potential conflict of interest with the Company, or any of its subsidiaries or affiliates;

          (ii) investing personal assets in businesses in which the Executive’s participation is solely that of a passive investor in such form or manner as will not require any services on the part of the Executive in the operation or affairs of such businesses and in such form or manner which will not create any conflict of interest with, or create the appearance of any conflict of interest with, the Executive’s duties at the Company;

provided, however, that such activities in the aggregate shall not materially adversely affect or interfere with the performance of the Executive’s duties and obligations to the Company hereunder.

2. Term of Employment

     The term of this Agreement shall begin on the Effective Date and end either “at will” by either party upon written notice of termination by one party given to the other at least fourteen (14) days prior to the termination date specified in the notice or as otherwise specified in Section 5 of this Agreement (the “Term”).

3. Cash Compensation

     2. As compensation to the Executive for all services to be rendered in any capacity hereunder, the Company shall, commencing April 1, 2008, pay the Executive an annual base salary of Two Hundred Seventy Five Thousand ($275,000.00) per annum, payable no less frequently than bi-weekly (“Base Salary”). Anything in the Agreement to the contrary notwithstanding, the Executive may, with the written consent of the Chief Executive Officer, work on a reduced work schedule, during all or any part of the Term and during any such period, shall receive a Base Salary on an appropriately pro-rated basis.

The Board may at its discretion review the compensation provisions of this Agreement and shall have the authority to pay an increased Base Salary, or bonus, or other additional compensation to the Executive.

4. Benefits

     (a)  Travel and Business-Related Expenses . The Executive shall be provided with a Company owned automobile in accordance with the policies of the Company regarding automobiles. The Executive shall be reimbursed in accordance with the policies of the Company for travel and other reasonable expenses incurred in the performance of the business of the Company.

     (b)  Group Life Insurance . The Company agrees to include the Executive under the Company’s group term life insurance policy in accordance with the policies of the Company. The Company shall pay all premiums for such coverage.

     (c)  Sick Leave/Disability . The Executive will enjoy the same sick leave and short term and long term disability coverage as in effect for employees of the Company generally.

     (d)  Retirement Plans . The Executive will be eligible to participate in the Company’s retirement benefit plans each in accordance with the terms of such plans as in effect.

     (e)  Vacation/Holidays . The Executive will receive four (4) weeks paid vacation, on an “as earned” basis each year and will receive ten (10) holidays each year.

     (f)  Insurance . During the Term, the Executive shall participate in all insurance programs (medical, dental, surgical, hospital) adopted by the Company, including dependent

coverage, to the same extent as other executives of the Company.

     (g)  Incentive Compensation Plan . The Executive shall be eligible to participate in the Company’s Executive Incentive Compensation Plan, in accordance with the terms of such plan as in effect.

     (h)  Taxes . Except as otherwise specifically provided herein, the Executive recognizes that some or all of the foregoing benefits and those set forth in Section 3 may give rise to a federal and/or state income tax liability, and agrees to be responsible for such liability.

     (i)  Supplemental Executive Retirement Plan . The Executive will participate in the Rockland Trust Supplemental Executive Retirement Plan (“SERP”), a non-qualified plan on terms and conditions and with benefits comparable to those applicable and available to similarly situated executives of the Company.

5. Termination of Employment

     (a)  Termination For Cause; Resignation Without Good Reason .

          (i) If the Executive’s employment is terminated by the Company for Cause or if the Executive resigns from his employment for any reason other than for Good Reason or after a Change of Control, the Executive shall have no right to receive compensation or other benefits for any period after such Termination for Cause or resignation for any reason other than for Good Reason or after a Change of Control except as may be required by law and except that the Executive’s rights to exercise his stock options in the event his employment terminates shall be governed by the Independent Bank Corp. 2005 Employee Stock Plan and/or any other relevant stock option plan, as appropriate (the “Plans”) and the relevant stock option agreement.

          (ii) The Company may terminate the Executive for Cause by giving the Executive thirty (30) business days’ prior written notice, during which period the Company shall give the Executive an opportunity to cure and a reasonable opportunity to be heard by the Compensation Committee of the Board to show just cause for his actions, and to have the Compensation Committee of the Board, in its discretion, reverse or rescind the prior action of the Company terminating the Executive for Cause. During the thirty (30) notice period, the Executive may at the discretion of the Company be suspended without pay in the case of a pending termination pursuant to clauses (B), (C), or (D) within the Definition of Cause (with all pay withheld during the suspension period to be reinstated retroactively in the event pending termination is rescinded or is not completed by the end of the notice period) or be placed on administrative leave with pay in the case of a pending termination pursuant to clauses (A), (E), (F), or (G) within the Definition of Cause.

          (iii) The Executive may resign for “Good Reason” by giving the Company thirty (30) business days’ prior written notice and, during such thirty-day period, an opportunity to cure.

          (iv) The date of termination of employment by the Company for purposes of Section 5 shall be the date that the written notice of termination from the Company to

the Executive is written, and the Company agrees to use all good faith efforts to deliver the written notice to the Executive as soon as possible after the notice is written. The date of a resignation by the Executive for purposes of Section 5 shall be the later of the date specified in the written notice of resignation from the Executive to the Company or the date notice is received by the Company.

     (b)  Termination Without Cause; Resignation for Good Reason . If during the term of this Agreement either (A) the Executive’s employment with the Company and/or any of its parent, subsidiaries or affiliates is terminated for any reason other than death, disability or for Cause, or (B) the Executive resigns for Good Reason from employment with the Company and/or any of its parent, subsidiaries or affiliates, the Executive shall be entitled:

•

to receive then current Base Salary for a period of twelve (12) months from the termination or resignation date, payable at such times as such Base Salary would be payable as if no such termination or resignation had occurred;

•

to continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for a period of twelve (12) months after such termination or resignation (the “Continuation Period”) or, to the extent at any time following termination of this Agreement and during the Continuation Period that the plans and arrangements described in clauses (b) and (f) of Section 4 are discontinued or terminated and no comparable plans in which the Executive is permitted to continue participation are established in their place, then to receive a gross bonus payment in an amount which after payment therefrom of all applicable federal and state income and employment taxes, will equal the pre-tax cost to the Company at the time of the termination or discontinuation of any such plans, attributable to the Executive’s participation in the plans and arrangements described in clauses (b) and (f) of Section 4 for the Continuation Period (the “Benefits Termination Payment”), less any portion which the Company has already paid on behalf of the Executive during the Continuation Period. The Company shall make the Benefits Termination Payment shall be due to the Executive immediately upon the date of termination or discontinuation of any applicable plan; and

•

to have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the employment termination date in accordance with the terms of the Plans and the relevant stock option agreement.

If the provisions of Section 5(c) are applicable to any termination or resignation of employment, the Executive’s rights shall be governed by Section 5(c). The subsequent disability or obtaining of a new position by the Executive does not mitigate or cease the obligations of the Company under this paragraph.

     (c)  Change in Control .

          (i) If during the term of this Agreement, any of the events constituting a Change of Control shall be deemed to have occurred, and following such Change of Control, either (A) the Executive’s employment with the Company and/or any of its parent, subsidiaries,

affiliates, or successors by merger or otherwise as a result of the Change of Control, is terminated for any reason, other than death, disability or for Cause, or (B) the Executive resigns for any reason from employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise, during the 30 day period immediately following the first anniversary of the effective date of the Change of Control as a result of the Change of Control, the Executive shall be entitled to:

•

receive three (3) times his then current Base Salary and to receive an amount equal to three (3) times the greater of (a) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the date of termination of this Agreement without “Cause” or resignation for any reason, or (b) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the Change of Control, or (c) the calculated Plan award, in, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable in a lump sum cash payment immediately following such termination or resignation;

•

continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”);

•

have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the termination or resignation date (as the case may be), in accordance with the terms of the Plan and the relevant stock option agreement; and, to

•

receive any change of control benefits as provided in the SERP.

Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A of the Code for the calendar year preceding the termination of employment, or (ii) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 2008), shall be paid no earlier than the date that is six (6) months following the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay in the payment of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury Bill rate in effect on the date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse or other designated heir.

          (ii) In the event any amount payable as compensation to the Executive under this Agreement when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement would constitute a Parachute Payment, the

amount payable as compensation under Section 5(c)(i) of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the Company. Notwithstanding the foregoing, if the Executive proves to the satisfaction of the Compensation Committee of the Company’s Board (if no such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute Payment.

     (d)  Mitigation; Legal Fees . The Executive shall not be required to mitigate the amount of any payment provided for in either Section 5(b) or Section 5(c)(i) by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in Section 5(b) or Section 5(c)(i) be reduced by any compensation earned by the Executive as a result of self-employment or employment by another employer, by retirement benefits or by offset against any amount claimed to be owed by the Executive to the Company or otherwise. Following a Change of Control, the Company agrees to pay, as incurred, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement) plus in each case interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code.

     (e)  Termination By Reason of Death or Disability .

          (i) Notwithstanding anything to the contrary contained in this Agreement, the employment hereunder of the Executive shall be automatically terminated upon the death of the Executive after which time the Company shall have no further obligation to the Executive or his estate for any compensation or benefits hereunder, except to the extent any compensation or benefits are due to the Executive or his estate for any period prior to his death, provided, however, that this Section 5(e)(i) shall not affect in any manner any other benefits to which the Executive or his estate may be entitled or which may vest or accrue upon his death under any arrangement, plan or program (other than this Agreement) with the Company, by law or otherwise.

          (ii) Notwithstanding anything to the contrary contained in this Agreement, the employment hereunder of the Executive may be terminated by reason of disability, upon written notice to the Executive, in the event of the inability of the Executive to substantially perform his duties hereunder contemplated by this agreement by reason of injury (physical or mental), illness (physical or mental) or otherwise, incapacitating the Executive for a continuous period exceeding one hundred and eighty (180) days, as certified by a physician selected by the Company in good faith, and the Company shall have no further obligation under this Agreement to the Executive

for any compensation or benefits hereunder, except to the extent any compensation or benefits are due to the Executive for any period prior to his termination by reason of disability, provided, however, that this Section 5(e)(ii) shall not affect in any manner other benefits to which the Executive may be entitled or which may accrue or vest upon his disability and the Executive shall be entitled to receive such compensation and benefits during and after such period of disability as the Company’s policies and procedures in effect from time to time provide for similarly situated executives, as if the Executive and the Company had not entered into this Agreement.

     The Executive’s rights to exercise his stock options in the event of termination of his employment by reason of his death or disability shall be governed by the Plans and the relevant stock option agreement.

6. Confidentiality and Non-Solicitation .

     (a)  Confidentiality . The Executive recognizes and acknowledges as an employee of the Company he will have access to, become acquainted with, and obtain financial information and knowledge relating to the business, financial condition, methods of operation and other aspects of the Company, its parent, subsidiaries and affiliates (“Affiliated Companies”) and their customers, employees and suppliers, some of which information and knowledge is confidential and proprietary and that the Executive could substantially detract from the value and business prospects of the Affiliated Companies in the event, while employed by the Company or any time thereafter, the Executive were to disclose to any person not related to the Affiliated Companies or use such information and knowledge for his or such other person’s advantage. Accordingly, the Executive hereby agrees that he will not disclose to any person, other than directors, officers, employees, accountants, lawyers, consultants, advisors, agents and representative of, or other persons related to, the Affiliated Companies on a need to know basis in the course of carrying out his duties hereunder, any knowledge or information of a confidential nature pertaining to the Affiliated Companies, or their successors and assigns, including without limitation, all unpublished matters relating to the business, properties, accounts, books and records, business plan and customers of the said corporations, or their successors and assigns, except with the prior written approval of the Board, or except as may be required by law or as the Executive reasonable determines to be necessary to defend or enforce his rights under this Agreement.

     (b)  Equitable Relief . The Executive acknowledges and agrees (i) that the provisions of this Section 6 are reasonable and necessary for the protection of the Company, its subsidiaries and affiliates or its or their successors and assigns, and (ii) that the remedy at law for any breach by her of the provisions of this Section 6 will be inadequate and, accordingly, the Executive hereby agrees that in the case of any such breach (x) the Company or its successors and assigns shall be entitled to injunctive relief, in addition to any other remedy they may have, and (y) the Executive shall forfeit any future payments or benefits to which he might be entitled hereunder.

     (c)  Non-Solicitation . For a period of one (1) year after the Executive receives any compensation pursuant to this Agreement he will not (i) with the exception of mass mailings or other broad based marketing efforts, directly or indirectly, solicit, divert or take away, any Major Customer of the Affiliated Companies or other successors and assigns. As used herein, “Major Customer” shall mean any customer of the Affiliated Companies who either has

maintained an average deposit balance of at least $100,000 or has maintained or obtained a credit facility of at least $100,000 from the Affiliated Companies during the term of this Agreement, or (ii) directly or indirectly induce or attempt to influence any employee of the Affiliated Companies, or their successors and assigns, to terminate his employment.

     (d)  Enforceability . The covenants on the part of the Executive contained in this Section 6 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action by the Executive against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of said covenants. This Section shall survive the termination of this Agreement. The period and the scope of the restrictions on the Executive set forth herein are divisible so that if any provision of this Section 6 is invalid, that provision shall be automatically modified to the extent necessary to make it valid.

     (e)  Jurisdiction . Subject to Section 7, the Executive hereby submits to the exclusive jurisdiction of the courts of Massachusetts and the Federal courts of the United States of America located in such state in respect to the interpretation and enforcement of the provisions of this Section 6, and subject to Section 7, the Executive hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement of this Section 6, that the Executive is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that this Agreement may not be enforced in or by said courts or that the Executive’s property is exempt or immune from execution, that the suit, action or proceeding is brought in an inconvenient forum, or that venue is improper.

7. Disputes

     (a) Any dispute relating to this Agreement, or to the breach of this Agreement,, arising between the Executive and the Company shall be settled by arbitration in accordance with the commercial arbitration rules of the American Arbitration Association (“AAA”), which arbitration may be initiated by any party hereto by written notice to the other of such party’s desire to arbitrate the dispute. The arbitration proceedings, including the rendering of an award, shall take place in Boston, Massachusetts, and shall be administered by the AAA.

     (b) The arbitrator shall be appointed within thirty (30) days of the notice of dispute, and shall be chosen by the parties from the names of available arbitrators furnished to the parties in list form by the AAA. The parties may review and reject names of available arbitrators from up to an aggregate of three lists furnished to the parties by the AAA. If, after having been furnished three lists of arbitrators, the parties cannot agree on one available arbitrator, either party may request that the AAA appoint an arbitrator to arbitrate the dispute.

     (c) The award of the arbitrator shall be final except as otherwise provided by the laws of the Commonwealth of Massachusetts and the federal laws of the United States, to the extent applicable. Judgment upon such award may be entered by the prevailing party in any state or federal court sitting in Boston, Massachusetts.

     (d) No arbitration proceedings hereunder shall be binding upon or in any way affect the interests of any party other than the Company, or its successors and the Executive, with

respect to such arbitration.

     (e) Notwithstanding the foregoing, the Company shall have the right to apply to any court of competent jurisdiction for a temporary restraining order, preliminary, injunction or other interim equitable relief to which it may be entitled in connection with any alleged violations of Section 6 of this Agreement.

8. Indemnification

     The Company shall indemnify the Executive to the full extent permitted by Massachusetts law, which indemnification may require the advance of expenses, including legal fees, to the Executive, if and to the extent permitted by law. In the event of any claim for indemnification by the Executive, the Executive shall deliver written notice of any such claim promptly upon such a claim being made known to the Executive, which notice shall set forth the basis for such claim. The Company shall have the right to undertake the defense of such claim with counsel of its choice. The Company shall make said election within 15 business days of receipt of notice. If it does not so elect, then Executive is free to engage in counsel of its own choosing. If the Company has a conflict between executives as a result of said claim, then Executive shall have right to have independent counsel. During the Term and thereafter for so long as the Executive shall be subject to suit for liability for acts or omissions in connection with service as an officer or director of the company or service in other capacities at its request, the Company shall cause the Executive to be covered under any policy or contract of insurance obtained by it to insure its directors and officers against personal liability for acts or omissions in connection with such service. The coverage provided to the Executive pursuant to this section 8 shall be of the same scope and on the same terms and conditions as the coverage (if any) then provided to other officers or directors of the Company.

9. Non-Disclosure Commitments

     Other than as to the Company, the Executive hereby represents and warrants that he is not a party to or otherwise bound by any contracts, agreements or arrangements which contain covenants limiting the freedom of the Executive to compete in any line of business or with any person or entity, or which provide that the Executive must maintain the confidentiality of, or prohibit the Executive from using, any information in the context of his professional or personal activities. The Executive further represents and warrants that neither the execution nor delivery of this Agreement nor the performance by the Executive of his duties hereunder will cause any breach of any contract, agreement or arrangement to which he is a party or by which he is bound.

10. Arm’s Length Negotiations; Representation By Counsel

     The parties to this Agreement agree that this Agreement has been negotiated by each in an arm’s length transaction. The Executive acknowledges that he has had the opportunity to be represented by legal counsel in connection with this Agreement.

11. Tax Withholding

     Payments to the Executive of all compensation contemplated under this Agreement shall be subject to all applicable legal requirements with respect to the withholding of taxes and other deductions required by law.

12. Non-Assignability; Binding Agreement

     Neither this Agreement nor any right, duty, obligation or interest hereunder shall be assignable or delegable by the Executive without the Company’s prior written consent; provided, however, that (i) nothing in this Section shall preclude the Executive from designating any of his beneficiaries to receive any benefits payable thereunder upon his death or disability, or his executors, administrators, or other legal representatives, from assigning any rights hereunder to the person or persons entitled thereto, and (ii) any successor to the Company pursuant to any merger or consolidation involving the Company, and any purchaser of all or substantially all the assets of the Company, shall succeed to the rights and assume the obligations of the Company under this Agreement, and the Company covenants that it will not enter into or consummate any such transaction which does not make express provision for such succession and assumption. Subject to the foregoing, this Agreement shall be binding upon, and inure to the benefit of, the parties hereto, any successors to or assigns of the Company, the Executive’s heirs and the personal representatives of the Executive’s estate.

13. Amendment; Waiver

     This Agreement may not be modified, amended or waived in any manner except by an instrument in writing signed by the parties hereto. The waiver by any party of compliance with any provision of this Agreement by the other party shall not operate or be construed as a waiver of any provision of this Agreement.

14. Notices

     Any notice hereunder by either party to the other shall be given in writing by personal delivery, telex, telecopy or certified mail, return receipt requested, to the applicable address set forth below:

		(i)	To the Company		Rockland Trust Company
					288 Union Street
					Rockland, MA 02370
					Attn.: President
		(ii)	To the Executive:		Jane L. Lundquist
					21 Appleton Lane
					Boxford, MA 01921

(or such other address as may from time to time be designated by notice by either party hereto for such purpose). Notice shall be deemed given, if by personal delivery, on the date of such delivery or, if by telex or telecopy, on the business day following receipt of answer back or telecopy confirmation or if by certified mail, on the date shown on the applicable return receipt.

15. Governing Law

     This Agreement is to be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts. If, under such law, any portion of this Agreement is at any time deemed to be in conflict with any applicable statute, rule, regulation or ordinance, such portion shall be deemed to be modified or altered to conform thereto or, if that is not possible, to be omitted from this Agreement, and the invalidity of any such portion shall not affect the force, effect and validity of the remaining portion thereof.

16. Supersedes Previous Agreements

     This Agreement constitutes the entire understanding between the Company and the Executive relating to the employment of the Executive by the Company and supersedes and cancels all prior written and oral agreements and understandings with respect to the subject matter of this Agreement.

17. Definitions

     The capitalized terms used in this Agreement have the meanings set forth below:

     “AAA” has the meaning set forth in Section 7 of this Agreement.

     “Affiliated Companies” has the meaning set forth in Section 6 of this Agreement.

     “Agreement” means this Employment Agreement.

     “Base Salary” has the meaning set forth in Section 3 of this Agreement.

     “Board” means the Rockland Trust Company Board of Directors or one of its duly appointed committees.

     “Cause” shall refer to the Company’s termination of the Executive’s service with the Company at any time because the Executive has: (A) refused or failed, in any material respect, other than due to illness, injury, or absence authorized by the Company or required by law, to devote his full normal working time, skills, knowledge, and abilities to the business of the Company, its subsidiaries and affiliates, and in promotion of their respective interests; or (B) engaged in (1) activities involving his personal profit as a result of his dishonesty, incompetence, willful misconduct, willful violation of any law, rule or regulation or breach of fiduciary duty, or (2) dishonest activities involving the Executive’s relations with the Company, its subsidiaries and affiliates or any of their respective employees, customers or suppliers; or (C) committed larceny, embezzlement, conversion or any other act involving the misappropriation of Company or customer funds in the course of his employment; or (D) been convicted of any crime which reasonably could affect in a materially adverse manner the reputation of the Company or the Executive’s ability to perform the duties required hereunder; or (E) committed an act involving gross negligence on the part of the Executive in the conduct of his duties hereunder; or (F) evidenced a drug addiction or dependency; or (G) otherwise materially breached this Agreement.

     “Change of Control” shall mean if during the Term of this Agreement (A) any “Person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than the Holding Company, any of its subsidiaries, or any trustee, fiduciary or other person or entity holding securities under any employee benefit plan or trust of Holding Company or any of its subsidiaries), together with all “affiliates” and “associates” (as such terms are defined in Rule 12b-2 under the Exchange Act) of such person, shall become the “beneficial owner” (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of either (x) a majority of the outstanding common stock of the Holding Company or the Company, or (y) securities of either the Holding Company or the Company representing a majority of the combined voting power of the then outstanding voting securities of either the Holding Company or the Company, respectively; or (B) during any period of two consecutive years following the date hereof, individuals who at the beginning of that year period constitute the Board of the Holding Company cease, at any time after the beginning of such period, for any reason to constitute a majority of the Board of the Holding Company, unless the election of each new director was nominated or approved by at least two thirds of the directors of the Board then still in office who were either directors at the beginning of the two year period or whose election or whose nomination for election was previously so approved; or (C) the consummation of a merger or consolidation or sale or other disposition of all or substantially all of the assets of the Holding Company (a “Corporate Transaction”); excluding a Corporate Transaction in which the stockholders of the Holding Company immediately prior to the Corporate Transaction, would, immediately after the Corporate Transaction, beneficially own(as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, shares representing in the aggregate more than majority of the voting shares of the corporation issuing cash or securities in the Corporate Transaction (or of its ultimate parent corporation, if any); or (D) the approval of the Holding Company’s stockholders of any plan or proposal for the liquidation or dissolution of the Holding Company. Notwithstanding the foregoing, a “Change in Control” shall not be deemed to have occurred for purposes of the foregoing clause (A) solely as the result of an acquisition of securities by the Holding Company that, by reducing the number of shares of Voting Securities outstanding, increases the proportionate number of share of Voting Securities beneficially owned by any person to 50 percent or more of the combined voting power of all then outstanding Voting Securities; however that if any person referred to in this sentence shall thereafter become the beneficial owner of any additional share of Voting Securities (other than pursuant to a stock split, stock dividend, or similar transaction or as a result of an acquisition of securities directly from the Holding Company) and immediately thereafter beneficially owns 50 percent or more of the combined voting power of all then outstanding Voting Securities, then a “Change in Control” shall be deemed to have occurred for purposes of the foregoing clause (A).

     “Code” means the Internal Revenue Code of 1986, as currently amended and as may be amended and in effect in the future.

     “Company” means Rockland Trust Company.

     “Continuation Period” shall have the meaning set forth in Section 5(b) of this Agreement.

     “Effective Date” has the meaning set forth in the paragraph of this Agreement entitled

“Parties and Effective Date.”

     “Executive” has the meaning set forth in the paragraph of this Agreement entitled “Parties and Effective Date.”

     “Good Reason” means the resignation of the Executive within four months after (A) the Company, without the express written consent of the Executive, materially breaches this Agreement to the substantial detriment of the Executive; or (B) the Board or the Chief Executive Officer, without Cause, substantially changes the Executive’s core duties or removes the Executive’s responsibility for those core duties, so as to effectively cause the Executive to no longer be performing the duties of an executive in the capacity for which the Executive was hired.

     “Holding Company” means Independent Bank Corp.

     “Major Customer” has the meaning set forth in Section 6 of this Agreement.

     “Parachute Payment” shall have the meaning given to parachute payments set forth in section 280G(b)(2)(A) of the Code (relating to the quantification of parachute payments) determined without regard to the provisions of section §280G(b)(4) of the Code (relating to the exclusion of reasonable compensation from parachute payments).

18. Counterparts

     This Agreement may be executed by the parties hereto in counterparts, each of which shall be deemed to be an original, but which together constitute one and the same instrument.

     The parties have executed this Agreement as a Massachusetts instrument under seal as of the Effective Date:

		ROCKLAND TRUST COMPANY
		By:
		Its:
		JANE L. LUNDQUIST

Exhibit 99.5

FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Parties and Effective Date

     This employment Agreement (the “Agreement”) is dated and effective as of December 31, 2007 (the “Effective Date”) by and between Rockland Trust Company, a Massachusetts trust company (the “Company”) and Gerard Nadeau of East Bridgewater, Massachusetts (the “Executive”) and is amended and restated as of November 20, 2008 to comply with the requirements of Section 409A of the Code. Capitalized terms used in this Agreement have the meaning set forth in the section below entitled “Definitions.”

Employment Agreement

     In consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Employment; Position and Duties; Exclusive Services

     (a)  Employment . The Company agrees to employ the Executive, and the Executive agrees to be employed by the Company, upon the terms and conditions in this Agreement.

     (b)  Position and Duties/Company . The Executive agrees to act as Executive Vice President of the Commercial Loan Division for the Company, and to perform such other reasonable duties as may be assigned to him by the President and Chief Executive Officer of the Company. The Executive shall report to the President and Chief Executive Officer of the Company.

     (c)  Exclusive Services . Except for illness or incapacity, the Executive shall devote all of his business time, attention, skill and efforts exclusively to the business and affairs of the Company, and its affiliates, shall not be engaged in any other business activity, and shall perform and discharge well and faithfully the duties which may be assigned to him from time to time by the President and Chief Executive Officer; provided, however, that nothing in this Agreement shall preclude the Executive from devoting reasonable time during reasonable periods required for any or all of the following:

          (i) serving, in accordance with the Company’s policies and with the prior approval of the President and Chief Executive Officer of the Company, as a director or member of a committee of any other company or organization involving no actual or potential conflict of interest with the Company, or any of its subsidiaries or affiliates;

          (ii) investing personal assets in businesses in which the Executive’s participation is solely that of a passive investor in such form or manner as will not require any services on the part of the Executive in the operation or affairs of such businesses and in such form or manner which will not create any conflict of interest with, or create the appearance of any conflict of interest with, the Executive’s duties at the Company;

provided, however, that such activities in the aggregate shall not materially adversely affect or interfere with the performance of the Executive’s duties and obligations to the Company hereunder.

2. Term of Employment

     The term of this Agreement shall begin on the Effective Date and end either “at will” by either party upon written notice of termination by one party given to the other at least fourteen (14) days prior to the termination date specified in the notice or as otherwise specified in Section 5 of this Agreement (the “Term”).

3. Cash Compensation

     As compensation to the Executive for all services to be rendered in any capacity hereunder, the Company shall, commencing April 1, 2008, pay the Executive an annual base salary of Two Hundred Forty Thousand Dollars ($240,000.00) per annum, payable no less frequently than bi-weekly (“Base Salary”). The Board may at its discretion review the compensation provisions of this Agreement and shall have the authority to pay an increased Base Salary, or bonus, or other additional compensation to the Executive.

4. Benefits

     (a)  Travel and Business-Related Expenses . The Executive shall be provided with a Company owned automobile in accordance with the policies of the Company regarding automobiles. The Executive shall be reimbursed in accordance with the policies of the Company for travel and other reasonable expenses incurred in the performance of the business of the Company.

     (b)  Group Life Insurance . The Company agrees to include the Executive under the Company’s group term life insurance policy in accordance with the policies of the Company. The Company shall pay all premiums for such coverage.

     (c)  Sick Leave/Disability . The Executive will enjoy the same sick leave and short term and long term disability coverage as in effect for employees of the Company generally.

     (d)  Retirement Plans . The Executive will be eligible to participate in the Company’s retirement benefit plans each in accordance with the terms of such plans as in effect.

     (e)  Vacation/Holidays . The Executive will receive four (4) weeks paid vacation, on an “as earned” basis each year and will receive ten (10) holidays each year.

     (f)  Insurance . During the Term, the Executive shall participate in all insurance programs (medical, dental, surgical, hospital) adopted by the Company, including dependent coverage, to the same extent as other executives of the Company.

     (g)  Incentive Compensation Plan . The Executive shall be eligible to participate in the Company’s Executive Incentive Compensation Plan, in accordance with the terms of such plan as in effect.

     (h)  Taxes . Except as otherwise specifically provided herein, the Executive recognizes that some or all of the foregoing benefits and those set forth in Section 3 may give rise to a federal and/or state income tax liability, and agrees to be responsible for such liability.

     (i)  Supplemental Executive Retirement Plan . The Executive will participate in the Rockland Trust Supplemental Executive Retirement Plan (“SERP”), a non-qualified plan on terms and conditions and with benefits comparable to those applicable and available to similarly situated executives of the Company.

5. Termination of Employment

     (a)  Termination For Cause; Resignation Without Good Reason .

          (i) If the Executive’s employment is terminated by the Company for Cause or if the Executive resigns from his employment for any reason other than for Good Reason or after a Change of Control, the Executive shall have no right to receive compensation or other benefits for any period after such Termination for Cause or resignation for any reason other than for Good Reason or after a Change of Control except as may be required by law and except that the Executive’s rights to exercise his stock options in the event his employment terminates shall be governed by the Independent Bank Corp. 2005 Employee Stock Plan and/or any other relevant stock option plan, as appropriate (the “Plans”) and the relevant stock option agreement.

          (ii) The Company may terminate the Executive for Cause by giving the Executive thirty (30) business days’ prior written notice, during which period the Company shall give the Executive an opportunity to cure and a reasonable opportunity to be heard by the Compensation Committee of the Board to show just cause for his actions, and to have the Compensation Committee of the Board, in its discretion, reverse or rescind the prior action of the Company terminating the Executive for Cause. During the thirty (30) notice period, the Executive may at the discretion of the Company be suspended without pay in the case of a pending termination pursuant to clauses (B), (C), or (D) within the Definition of Cause (with all pay withheld during the suspension period to be reinstated retroactively in the event pending termination is rescinded or is not completed by the end of the notice period) or be placed on administrative leave with pay in the case of a pending termination pursuant to clauses (A), (E), (F), or (G) within the Definition of Cause.

          (iii) The Executive may resign for “Good Reason” by giving the Company thirty (30) business days’ prior written notice and, during such thirty-day period, an opportunity to cure.

          (iv) The date of termination of employment by the Company for purposes of Section 5 shall be the date that the written notice of termination from the Company to the Executive is written, and the Company agrees to use all good faith efforts to deliver the written notice to the Executive as soon as possible after the notice is written. The date of a resignation by the Executive for purposes of Section 5 shall be the later of the date specified in the written notice of resignation from the Executive to the Company or the date notice is received by the Company.

     (b)  Termination Without Cause; Resignation for Good Reason . If during the term of this Agreement either (A) the Executive’s employment with the Company and/or any of its parent, subsidiaries or affiliates is terminated for any reason other than death, disability or for Cause, or (B) the Executive resigns for Good Reason from employment with the Company and/or any of its parent, subsidiaries or affiliates, the Executive shall be entitled:

•

to receive then current Base Salary for a period of twelve (12) months from the termination or resignation date, payable at such times as such Base Salary would be payable as if no such termination or resignation had occurred;

•

to continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for a period of twelve (12) months after such termination or resignation (the “Continuation Period”) or, to the extent at any time following termination of this Agreement and during the Continuation Period that the plans and arrangements described in clauses (b) and (f) of Section 4 are discontinued or terminated and no comparable plans in which the Executive is permitted to continue participation are established in their place, then to receive a gross bonus payment in an amount which after payment therefrom of all applicable federal and state income and employment taxes, will equal the pre-tax cost to the Company at the time of the termination or discontinuation of any such plans, attributable to the Executive’s participation in the plans and arrangements described in clauses (b) and (f) of Section 4 for the Continuation Period (the “Benefits Termination Payment”), less any portion which the Company has already paid on behalf of the Executive during the Continuation Period. The Company shall make the Benefits Termination Payment shall be due to the Executive immediately upon the date of termination or discontinuation of any applicable plan; and

•

to have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the employment termination date in accordance with the terms of the Plans and the relevant stock option agreement.

If the provisions of Section 5(c) are applicable to any termination or resignation of employment, the Executive’s rights shall be governed by Section 5(c). The subsequent disability or obtaining of a new position by the Executive does not mitigate or cease the obligations of the Company under this paragraph.

     (c)  Change in Control .

          (i) If during the term of this Agreement, any of the events constituting a Change of Control shall be deemed to have occurred, and following such Change of Control, either (A) the Executive’s employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise as a result of the Change of Control, is terminated for any reason, other than death, disability or for Cause, or (B) the Executive resigns for any reason from employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise, during the 30 day period immediately following the first anniversary of the effective date of the Change of Control as a result of the Change of

Control, the Executive shall be entitled to:

•

receive three (3) times his then current Base Salary and to receive an amount equal to three (3) times the greater of (a) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the date of termination of this Agreement without “Cause” or resignation for any reason, or (b) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the Change of Control, or (c) the calculated Plan award, in, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable in a lump sum cash payment immediately following such termination or resignation;

•

continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”);

•

have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the termination or resignation date (as the case may be), in accordance with the terms of the Plan and the relevant stock option agreement; and, to

•

receive any change of control benefits as provided in the SERP.

Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A of the Code for the calendar year preceding the termination of employment, or (ii) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 2008), shall be paid no earlier than the date that is six (6) months following the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay in the payment of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury Bill rate in effect on the date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse or other designated heir.

          (ii) In the event any amount payable as compensation to the Executive under this Agreement when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement would constitute a Parachute Payment, the amount payable as compensation under Section 5(c)(i) of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the Company. Notwithstanding the foregoing, if the Executive proves to

the satisfaction of the Compensation Committee of the Company’s Board (if no such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute Payment.

     (d)  Mitigation; Legal Fees . The Executive shall not be required to mitigate the amount of any payment provided for in either Section 5(b) or Section 5(c)(i) by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in Section 5(b) or Section 5(c)(i) be reduced by any compensation earned by the Executive as a result of self-employment or employment by another employer, by retirement benefits or by offset against any amount claimed to be owed by the Executive to the Company or otherwise. Following a Change of Control, the Company agrees to pay, as incurred, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement) plus in each case interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code.

     (e)  Termination By Reason of Death or Disability .

          (i) Notwithstanding anything to the contrary contained in this Agreement, the employment hereunder of the Executive shall be automatically terminated upon the death of the Executive after which time the Company shall have no further obligation to the Executive or his estate for any compensation or benefits hereunder, except to the extent any compensation or benefits are due to the Executive or his estate for any period prior to his death, provided, however, that this Section 5(e)(i) shall not affect in any manner any other benefits to which the Executive or his estate may be entitled or which may vest or accrue upon his death under any arrangement, plan or program (other than this Agreement) with the Company, by law or otherwise.

          (ii) Notwithstanding anything to the contrary contained in this Agreement, the employment hereunder of the Executive may be terminated by reason of disability, upon written notice to the Executive, in the event of the inability of the Executive to substantially perform his duties hereunder contemplated by this agreement by reason of injury (physical or mental), illness (physical or mental) or otherwise, incapacitating the Executive for a continuous period exceeding one hundred and eighty (180) days, as certified by a physician selected by the Company in good faith, and the Company shall have no further obligation under this Agreement to the Executive for any compensation or benefits hereunder, except to the extent any compensation or benefits are due to the Executive for any period prior to his termination by reason of disability, provided, however, that this Section 5(e)(ii) shall not affect in any manner other benefits to which the Executive may be entitled or which may accrue or vest upon his disability and the Executive shall be entitled to receive such compensation and benefits during and after such period of

disability as the Company’s policies and procedures in effect from time to time provide for similarly situated executives, as if the Executive and the Company had not entered into this Agreement.

     The Executive’s rights to exercise his stock options in the event of termination of his employment by reason of his death or disability shall be governed by the Plans and the relevant stock option agreement.

     6.  Confidentiality and Non-Solicitation .

     (a)  Confidentiality . The Executive recognizes and acknowledges as an employee of the Company he will have access to, become acquainted with, and obtain financial information and knowledge relating to the business, financial condition, methods of operation and other aspects of the Company, its parent, subsidiaries and affiliates (“Affiliated Companies”) and their customers, employees and suppliers, some of which information and knowledge is confidential and proprietary and that the Executive could substantially detract from the value and business prospects of the Affiliated Companies in the event, while employed by the Company or any time thereafter, the Executive were to disclose to any person not related to the Affiliated Companies or use such information and knowledge for his or such other person’s advantage. Accordingly, the Executive hereby agrees that he will not disclose to any person, other than directors, officers, employees, accountants, lawyers, consultants, advisors, agents and representative of, or other persons related to, the Affiliated Companies on a need to know basis in the course of carrying out his duties hereunder, any knowledge or information of a confidential nature pertaining to the Affiliated Companies, or their successors and assigns, including without limitation, all unpublished matters relating to the business, properties, accounts, books and records, business plan and customers of the said corporations, or their successors and assigns, except with the prior written approval of the Board, or except as may be required by law or as the Executive reasonable determines to be necessary to defend or enforce his rights under this Agreement.

     (b)  Equitable Relief . The Executive acknowledges and agrees (i) that the provisions of this Section 6 are reasonable and necessary for the protection of the Company, its subsidiaries and affiliates or its or their successors and assigns, and (ii) that the remedy at law for any breach by him of the provisions of this Section 6 will be inadequate and, accordingly, the Executive hereby agrees that in the case of any such breach (x) the Company or its successors and assigns shall be entitled to injunctive relief, in addition to any other remedy they may have, and (y) the Executive shall forfeit any future payments or benefits to which he might be entitled hereunder.

     (c)  Non-Solicitation . For a period of one (1) year after the Executive receives any compensation pursuant to this Agreement he will not (i) with the exception of mass mailings or other broad based marketing efforts, directly or indirectly, solicit, divert or take away, any Major Customer of the Affiliated Companies or other successors and assigns. As used herein, “Major Customer” shall mean any customer of the Affiliated Companies who either has maintained an average deposit balance of at least $100,000 or has maintained or obtained a credit facility of at least $100,000 from the Affiliated Companies during the term of this Agreement, or (ii) directly or indirectly induce or attempt to influence any employee of the Affiliated Companies, or their successors and assigns, to terminate his employment.

     (d)  Enforceability . The covenants on the part of the Executive contained in this Section 6 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action by the Executive against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of said covenants. This Section shall survive the termination of this Agreement. The period and the scope of the restrictions on the Executive set forth herein are divisible so that if any provision of this Section 6 is invalid, that provision shall be automatically modified to the extent necessary to make it valid.

     (e)  Jurisdiction . Subject to Section 7, the Executive hereby submits to the exclusive jurisdiction of the courts of Massachusetts and the Federal courts of the United States of America located in such state in respect to the interpretation and enforcement of the provisions of this Section 6, and subject to Section 7, the Executive hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement of this Section 6, that the Executive is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that this Agreement may not be enforced in or by said courts or that the Executive’s property is exempt or immune from execution, that the suit, action or proceeding is brought in an inconvenient forum, or that venue is improper.

7. Disputes

     (a) Any dispute relating to this Agreement, or to the breach of this Agreement,, arising between the Executive and the Company shall be settled by arbitration in accordance with the commercial arbitration rules of the American Arbitration Association (“AAA”), which arbitration may be initiated by any party hereto by written notice to the other of such party’s desire to arbitrate the dispute. The arbitration proceedings, including the rendering of an award, shall take place in Boston, Massachusetts, and shall be administered by the AAA.

     (b) The arbitrator shall be appointed within thirty (30) days of the notice of dispute, and shall be chosen by the parties from the names of available arbitrators furnished to the parties in list form by the AAA. The parties may review and reject names of available arbitrators from up to an aggregate of three lists furnished to the parties by the AAA. If, after having been furnished three lists of arbitrators, the parties cannot agree on one available arbitrator, either party may request that the AAA appoint an arbitrator to arbitrate the dispute.

     (c) The award of the arbitrator shall be final except as otherwise provided by the laws of the Commonwealth of Massachusetts and the federal laws of the United States, to the extent applicable. Judgment upon such award may be entered by the prevailing party in any state or federal court sitting in Boston, Massachusetts.

     (d) No arbitration proceedings hereunder shall be binding upon or in any way affect the interests of any party other than the Company, or its successors and the Executive, with respect to such arbitration.

     (e) Notwithstanding the foregoing, the Company shall have the right to apply to any court of competent jurisdiction for a temporary restraining order, preliminary, injunction or other interim equitable relief to which it may be entitled in connection with any alleged violations of Section 6 of this Agreement.

8. Indemnification

     The Company shall indemnify the Executive to the full extent permitted by Massachusetts law, which indemnification may require the advance of expenses, including legal fees, to the Executive, if and to the extent permitted by law. In the event of any claim for indemnification by the Executive, the Executive shall deliver written notice of any such claim promptly upon such a claim being made known to the Executive, which notice shall set forth the basis for such claim. The Company shall have the right to undertake the defense of such claim with counsel of its choice. The Company shall make said election within 15 business days of receipt of notice. If it does not so elect, then Executive is free to engage in counsel of its own choosing. If the Company has a conflict between executives as a result of said claim, then Executive shall have right to have independent counsel. During the Term and thereafter for so long as the Executive shall be subject to suit for liability for acts or omissions in connection with service as an officer or director of the company or service in other capacities at its request, the Company shall cause the Executive to be covered under any policy or contract of insurance obtained by it to insure its directors and officers against personal liability for acts or omissions in connection with such service. The coverage provided to the Executive pursuant to this section 8 shall be of the same scope and on the same terms and conditions as the coverage (if any) then provided to other officers or directors of the Company.

9. Non-Disclosure Commitments

     Other than as to the Company, the Executive hereby represents and warrants that he is not a party to or otherwise bound by any contracts, agreements or arrangements which contain covenants limiting the freedom of the Executive to compete in any line of business or with any person or entity, or which provide that the Executive must maintain the confidentiality of, or prohibit the Executive from using, any information in the context of his professional or personal activities. The Executive further represents and warrants that neither the execution nor delivery of this Agreement nor the performance by the Executive of his duties hereunder will cause any breach of any contract, agreement or arrangement to which he is a party or by which he is bound.

10. Arm’s Length Negotiations; Representation By Counsel

     The parties to this Agreement agree that this Agreement has been negotiated by each in an arm’s length transaction. The Executive acknowledges that he has had the opportunity to be represented by legal counsel in connection with this Agreement.

11. Tax Withholding

     Payments to the Executive of all compensation contemplated under this Agreement shall be subject to all applicable legal requirements with respect to the withholding of taxes and other deductions required by law.

12. Non-Assignability; Binding Agreement

     Neither this Agreement nor any right, duty, obligation or interest hereunder shall be assignable or delegable by the Executive without the Company’s prior written consent; provided, however, that (i) nothing in this Section shall preclude the Executive from designating any of his beneficiaries to receive any benefits payable thereunder upon his death or disability, or his executors, administrators, or other legal representatives, from assigning any rights hereunder to the person or persons entitled thereto, and (ii) any successor to the Company pursuant to any merger or consolidation involving the Company, and any purchaser of all or substantially all the assets of the Company, shall succeed to the rights and assume the obligations of the Company under this Agreement, and the Company covenants that it will not enter into or consummate any such transaction which does not make express provision for such succession and assumption. Subject to the foregoing, this Agreement shall be binding upon, and inure to the benefit of, the parties hereto, any successors to or assigns of the Company, the Executive’s heirs and the personal representatives of the Executive’s estate.

13. Amendment; Waiver

     This Agreement may not be modified, amended or waived in any manner except by an instrument in writing signed by the parties hereto. The waiver by any party of compliance with any provision of this Agreement by the other party shall not operate or be construed as a waiver of any provision of this Agreement.

14. Notices

     Any notice hereunder by either party to the other shall be given in writing by personal delivery, telex, telecopy or certified mail, return receipt requested, to the applicable address set forth below:

		(i) To the Company		Rockland Trust Company
				288 Union Street
				Rockland, MA 02370
				Attn.: President
		(ii) To the Executive:		Gerard Nadeau
				6 Sandy Hill Drive
				East Bridgewater, MA 02324

(or such other address as may from time to time be designated by notice by either party hereto for such purpose). Notice shall be deemed given, if by personal delivery, on the date of such delivery or, if by telex or telecopy, on the business day following receipt of answer back or telecopy confirmation or if by certified mail, on the date shown on the applicable return receipt.

15. Governing Law

     This Agreement is to be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts. If, under such law, any portion of this Agreement is at any time deemed to be in conflict with any applicable statute, rule, regulation or ordinance, such portion

shall be deemed to be modified or altered to conform thereto or, if that is not possible, to be omitted from this Agreement, and the invalidity of any such portion shall not affect the force, effect and validity of the remaining portion thereof.

16. Supersedes Previous Agreements

     This Agreement constitutes the entire understanding between the Company and the Executive relating to the employment of the Executive by the Company and supersedes and cancels all prior written and oral agreements and understandings with respect to the subject matter of this Agreement.

17. Definitions

     The capitalized terms used in this Agreement have the meanings set forth below:

     “AAA” has the meaning set forth in Section 7 of this Agreement.

     “Affiliated Companies” has the meaning set forth in Section 6 of this Agreement.

     “Agreement” means this Employment Agreement.

     “Base Salary” has the meaning set forth in Section 3 of this Agreement.

     “Board” means the Rockland Trust Company Board of Directors or one of its duly appointed committees.

     “Cause” shall refer to the Company’s termination of the Executive’s service with the Company at any time because the Executive has: (A) refused or failed, in any material respect, other than due to illness, injury, or absence authorized by the Company or required by law, to devote his full normal working time, skills, knowledge, and abilities to the business of the Company, its subsidiaries and affiliates, and in promotion of their respective interests; or (B) engaged in (1) activities involving his personal profit as a result of his dishonesty, incompetence, willful misconduct, willful violation of any law, rule or regulation or breach of fiduciary duty, or (2) dishonest activities involving the Executive’s relations with the Company, its subsidiaries and affiliates or any of their respective employees, customers or suppliers; or (C) committed larceny, embezzlement, conversion or any other act involving the misappropriation of Company or customer funds in the course of his employment; or (D) been convicted of any crime which reasonably could affect in a materially adverse manner the reputation of the Company or the Executive’s ability to perform the duties required hereunder; or (E) committed an act involving gross negligence on the part of the Executive in the conduct of his duties hereunder; or (F) evidenced a drug addiction or dependency; or (G) otherwise materially breached this Agreement.

     “Change of Control” shall mean if during the Term of this Agreement (A) any “Person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than the Holding Company, any of its subsidiaries, or any trustee, fiduciary or other person or entity holding securities under any employee benefit

plan or trust of Holding Company or any of its subsidiaries), together with all “affiliates” and “associates” (as such terms are defined in Rule 12b-2 under the Exchange Act) of such person, shall become the “beneficial owner” (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of either (x) a majority of the outstanding common stock of the Holding Company or the Company, or (y) securities of either the Holding Company or the Company representing a majority of the combined voting power of the then outstanding voting securities of either the Holding Company or the Company, respectively; or (B) during any period of two consecutive years following the date hereof, individuals who at the beginning of that year period constitute the Board of the Holding Company cease, at any time after the beginning of such period, for any reason to constitute a majority of the Board of the Holding Company, unless the election of each new director was nominated or approved by at least two thirds of the directors of the Board then still in office who were either directors at the beginning of the two year period or whose election or whose nomination for election was previously so approved; or (C) the consummation of a merger or consolidation or sale or other disposition of all or substantially all of the assets of the Holding Company (a “Corporate Transaction”); excluding a Corporate Transaction in which the stockholders of the Holding Company immediately prior to the Corporate Transaction, would, immediately after the Corporate Transaction, beneficially own(as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, shares representing in the aggregate more than majority of the voting shares of the corporation issuing cash or securities in the Corporate Transaction (or of its ultimate parent corporation, if any); or (D) the approval of the Holding Company’s stockholders of any plan or proposal for the liquidation or dissolution of the Holding Company. Notwithstanding the foregoing, a “Change in Control” shall not be deemed to have occurred for purposes of the foregoing clause (A) solely as the result of an acquisition of securities by the Holding Company that, by reducing the number of shares of Voting Securities outstanding, increases the proportionate number of share of Voting Securities beneficially owned by any person to 50 percent or more of the combined voting power of all then outstanding Voting Securities; however that if any person referred to in this sentence shall thereafter become the beneficial owner of any additional share of Voting Securities (other than pursuant to a stock split, stock dividend, or similar transaction or as a result of an acquisition of securities directly from the Holding Company) and immediately thereafter beneficially owns 50 percent or more of the combined voting power of all then outstanding Voting Securities, then a “Change in Control” shall be deemed to have occurred for purposes of the foregoing clause (A).

     “Code” means the Internal Revenue Code of 1986, as currently amended and as may be amended and in effect in the future.

     “Company” means Rockland Trust Company.

     “Continuation Period” shall have the meaning set forth in Section 5(b) of this Agreement.

     “Effective Date” has the meaning set forth in the paragraph of this Agreement entitled “Parties and Effective Date.”

     “Executive” has the meaning set forth in the paragraph of this Agreement entitled “Parties and Effective Date.”

     “Good Reason” means the resignation of the Executive within four months after (A) the Company, without the express written consent of the Executive, materially breaches this Agreement to the substantial detriment of the Executive; or (B) the Board or the Chief Executive Officer, without Cause, substantially changes the Executive’s core duties or removes the Executive’s responsibility for those core duties, so as to effectively cause the Executive to no longer be performing the duties of an executive in the capacity for which the Executive was hired.

     “Holding Company” means Independent Bank Corp.

     “Major Customer” has the meaning set forth in Section 6 of this Agreement.

     “Parachute Payment” shall have the meaning given to parachute payments set forth in section 280G(b)(2)(A) of the Code (relating to the quantification of parachute payments) determined without regard to the provisions of section §280G(b)(4) of the Code (relating to the exclusion of reasonable compensation from parachute payments).

18. Counterparts

     This Agreement may be executed by the parties hereto in counterparts, each of which shall be deemed to be an original, but which together constitute one and the same instrument.

     The parties have executed this Agreement as a Massachusetts instrument under seal as of the Effective Date:

		ROCKLAND TRUST COMPANY
		By:
		Its:
		GERARD NADEAU

Exhibit 99.6

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Parties and Effective Date

     This employment Agreement (the “Agreement”) is dated and effective as of October 4, 2000 (the “Effective Date”) by and between Rockland Trust Company, a Massachusetts trust company (the “Company”) and Edward H. Seksay of 98 Forest Avenue, Cohasset, Massachusetts (the “Executive”) and is amended and restated as of November 20, 2008 to comply with the requirements of Section 409A of the Code. Capitalized terms used in this Agreement have the meaning set forth in the section below entitled “Definitions.”

Employment Agreement

     In consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Employment; Position and Duties; Exclusive Services

     (a)  Employment . The Company agrees to employ the Executive, and the Executive agrees to be employed by the Company, upon the terms and conditions in this Agreement.

     (b)  Position and Duties/Company . The Executive agrees to act as in-house legal counsel for the Company and Independent Bank Corp. (the “Holding Company”), to hold the title of General Counsel of the Company and Holding Company, and to perform such other reasonable duties as may be assigned to him by the President and Chief Executive Officer of the Company. The Executive shall report to the President and Chief Executive Officer of the Company.

     (c)  Exclusive Services . Except for illness or incapacity, the Executive shall devote all of his business time, attention, skill and efforts exclusively to the business and affairs of the Company, and its affiliates, shall not be engaged in any other business activity, and shall perform and discharge well and faithfully the duties which may be assigned to him from time to time by the President and Chief Executive Officer; provided, however, that nothing in this Agreement shall preclude the Executive from devoting reasonable time during reasonable periods required for any or all of the following:

          (i) serving, in accordance with the Company’s policies and with the prior approval of the President and Chief Executive Officer of the Company, as a director or member of a committee of any other company or organization involving no actual or potential conflict of interest with the Company, or any of its subsidiaries or affiliates;

          (ii) investing personal assets in businesses in which the Executive’s participation is solely that of a passive investor in such form or manner as will not require any services on the part of the Executive in the operation or affairs of such businesses and in such

form or manner which will not create any conflict of interest with, or create the appearance of any conflict of interest with, the Executive’s duties at the Company;

          (iii) acting as Executor under a will or as Attorney In Fact pursuant to a Power of Attorney;

          (iv) acting as counsel to the plaintiff, Phillip St. Germain, in the case commonly known as Phillip M. St. Germain v. The Boston Popcorn Company, Inc., Middlesex Superior Court Civil Action No. 96-2404-F;

provided, however, that such activities in the aggregate shall not materially adversely affect or interfere with the performance of the Executive’s duties and obligations to the Company hereunder.

2. Term of Employment

     The term of this Agreement shall begin on the Effective Date and end either “at will” by either party upon written notice of termination by one party given to the other at least fourteen (14) days prior to the termination date specified in the notice or as otherwise specified in Section 5 of this Agreement (the “Term”).

3. Cash Compensation

     As compensation to the Executive for all services to be rendered in any capacity hereunder, the Company shall, commencing April 1, 2008, pay the Executive an annual base salary of Two Hundred Thirty Thousand Dollars ($230,000.00) per annum, payable no less frequently than bi-weekly (“Base Salary”). The Board may at its discretion review the compensation provisions of this Agreement and shall have the authority to pay an increased Base Salary, or bonus, or other additional compensation to the Executive.

4. Benefits

     (a)  Travel and Business-Related Expenses . The Executive shall be provided with a Company owned automobile in accordance with the policies of the Company regarding automobiles. The Executive shall be reimbursed in accordance with the policies of the Company for travel and other reasonable expenses incurred in the performance of the business of the Company.

     (b)  Group Life Insurance . The Company agrees to include the Executive under the Company’s group term life insurance policy in accordance with the policies of the Company. The Company shall pay all premiums for such coverage.

     (c)  Sick Leave/Disability . The Executive will enjoy the same sick leave and short term and long term disability coverage as in effect for employees of the Company generally.

     (d)  Retirement Plans . The Executive will be eligible to participate in the Company’s retirement benefit plans each in accordance with the terms of such plans as in effect.

     (e)  Vacation/Holidays . The Executive will receive four (4) weeks paid vacation, on an “as earned” basis each year and will receive ten (10) holidays each year.

     (f)  Insurance . During the Term, the Executive shall participate in all insurance programs (medical, dental, surgical, hospital) adopted by the Company, including dependent coverage, to the same extent as other executives of the Company.

     (g)  Incentive Compensation Plan . The Executive shall be eligible to participate in the Company’s Executive Incentive Compensation Plan, in accordance with the terms of such plan as in effect.

     (h)  Taxes . Except as otherwise specifically provided herein, the Executive recognizes that some or all of the foregoing benefits and those set forth in Section 3 may give rise to a federal and/or state income tax liability, and agrees to be responsible for such liability.

     (i)  Supplemental Executive Retirement Plan . The Executive will participate in the Rockland Trust Supplemental Executive Retirement Plan (“SERP”), a non-qualified plan on terms and conditions and with benefits comparable to those applicable and available to similarly situated executives of the Company.

5. Termination of Employment

     (a)  Termination For Cause; Resignation Without Good Reason .

          (i) If the Executive’s employment is terminated by the Company for Cause or if the Executive resigns from his employment for any reason other than for Good Reason or after a Change of Control, the Executive shall have no right to receive compensation or other benefits for any period after such Termination for Cause or resignation for any reason other than for Good Reason or after a Change of Control except as may be required by law and except that the Executive’s rights to exercise his stock options in the event his employment terminates shall be governed by the Independent Bank Corp. 2005 Employee Stock Plan and/or any other relevant stock option plan, as appropriate (the “Plans”) and the relevant stock option agreement.

          (ii) The Company may terminate the Executive for Cause by giving the Executive thirty (30) business days’ prior written notice, during which period the Company shall give the Executive an opportunity to cure and a reasonable opportunity to be heard by the Compensation Committee of the Board to show just cause for his actions, and to have the Compensation Committee of the Board, in its discretion, reverse or rescind the prior action of the Company terminating the Executive for Cause. During the thirty (30) notice period, the Executive may at the discretion of the Company be suspended without pay in the case of a pending termination pursuant to clauses (B), (C), or (D) within the Definition of Cause (with all pay withheld during the suspension period to be reinstated retroactively in the event pending termination is rescinded or is not completed by the end of the notice period) or be placed on administrative leave with pay in the case of a pending termination pursuant to clauses (A), (E), (F), or (G) within the Definition of Cause.

          (iii) The Executive may resign for “Good Reason” by giving the Company thirty (30) business days’ prior written notice and, during such thirty-day period, an opportunity to cure.

          (iv) The date of termination of employment by the Company for purposes of Section 5 shall be the date that the written notice of termination from the Company to the Executive is written, and the Company agrees to use all good faith efforts to deliver the written notice to the Executive as soon as possible after the notice is written. The date of a resignation by the Executive for purposes of Section 5 shall be the later of the date specified in the written notice of resignation from the Executive to the Company or the date notice is received by the Company.

     (b)  Termination Without Cause; Resignation for Good Reason . If during the term of this Agreement either (A) the Executive’s employment with the Company and/or any of its parent, subsidiaries or affiliates is terminated for any reason other than death, disability or for Cause, or (B) the Executive resigns for Good Reason from employment with the Company and/or any of its parent, subsidiaries or affiliates, the Executive shall be entitled:

•

to receive then current Base Salary for a period of twelve (12) months from the termination or resignation date, payable at such times as such Base Salary would be payable as if no such termination or resignation had occurred;

•

to continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for a period of twelve (12) months after such termination or resignation (the “Continuation Period”) or, to the extent at any time following termination of this Agreement and during the Continuation Period that the plans and arrangements described in clauses (b) and (f) of Section 4 are discontinued or terminated and no comparable plans in which the Executive is permitted to continue participation are established in their place, then to receive a gross bonus payment in an amount which after payment therefrom of all applicable federal and state income and employment taxes, will equal the pre-tax cost to the Company at the time of the termination or discontinuation of any such plans, attributable to the Executive’s participation in the plans and arrangements described in clauses (b) and (f) of Section 4 for the Continuation Period (the “Benefits Termination Payment”), less any portion which the Company has already paid on behalf of the Executive during the Continuation Period. The Company shall make the Benefits Termination Payment shall be due to the Executive immediately upon the date of termination or discontinuation of any applicable plan; and

•

to have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the employment termination date in accordance with the terms of the Plans and the relevant stock option agreement.

If the provisions of Section 5(c) are applicable to any termination or resignation of employment, the Executive’s rights shall be governed by Section 5(c). The subsequent disability or obtaining of a new position by the Executive does not mitigate or cease the obligations of the Company under this paragraph.

     (c)  Change in Control .

          (i) If during the term of this Agreement, any of the events constituting a Change of Control shall be deemed to have occurred, and following such Change of Control, either (A) the Executive’s employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise as a result of the Change of Control, is terminated for any reason, other than death, disability or for Cause, or (B) the Executive resigns for any reason from employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise, during the 30 day period immediately following the first anniversary of the effective date of the Change of Control as a result of the Change of Control, the Executive shall be entitled to:

•

receive three (3) times his then current Base Salary and to receive an amount equal to three (3) times the greater of (a) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the date of termination of this Agreement without “Cause” or resignation for any reason, or (b) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the Change of Control, or (c) the calculated Plan award, in, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable in a lump sum cash payment immediately following such termination or resignation;

•

continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”);

•

have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the termination or resignation date (as the case may be), in accordance with the terms of the Plan and the relevant stock option agreement; and, to

•

receive any change of control benefits as provided in the SERP.

Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A of the Code for the calendar year preceding the termination of employment, or (ii) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 2008), shall be paid no earlier than the date that is six (6) months following the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay in the payment of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury Bill rate in effect on the date of termination. If the Executive dies

after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse or other designated heir.

          (ii) In the event any amount payable as compensation to the Executive under this Agreement when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement would constitute a Parachute Payment, the amount payable as compensation under Section 5(c)(i) of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the Company. Notwithstanding the foregoing, if the Executive proves to the satisfaction of the Compensation Committee of the Company’s Board (if no such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute Payment.

     (d)  Mitigation; Legal Fees . The Executive shall not be required to mitigate the amount of any payment provided for in either Section 5(b) or Section 5(c)(i) by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in Section 5(b) or Section 5(c)(i) be reduced by any compensation earned by the Executive as a result of self-employment or employment by another employer, by retirement benefits or by offset against any amount claimed to be owed by the Executive to the Company or otherwise. Following a Change of Control, the Company agrees to pay, as incurred, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement) plus in each case interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code.

     (e)  Termination By Reason of Death or Disability .

          (i) Notwithstanding anything to the contrary contained in this Agreement, the employment hereunder of the Executive shall be automatically terminated upon the death of the Executive after which time the Company shall have no further obligation to the Executive or his estate for any compensation or benefits hereunder, except to the extent any compensation or benefits are due to the Executive or his estate for any period prior to his death, provided, however, that this Section 5(e)(i) shall not affect in any manner any other benefits to which the Executive or his estate may be entitled or which may vest or accrue upon his death under any arrangement, plan or program (other than this Agreement) with the Company, by law or otherwise.

          (ii) Notwithstanding anything to the contrary contained in this Agreement, the

employment hereunder of the Executive may be terminated by reason of disability, upon written notice to the Executive, in the event of the inability of the Executive to substantially perform his duties hereunder contemplated by this agreement by reason of injury (physical or mental), illness (physical or mental) or otherwise, incapacitating the Executive for a continuous period exceeding one hundred and eighty (180) days, as certified by a physician selected by the Company in good faith, and the Company shall have no further obligation under this Agreement to the Executive for any compensation or benefits hereunder, except to the extent any compensation or benefits are due to the Executive for any period prior to his termination by reason of disability, provided, however, that this Section 5(e)(ii) shall not affect in any manner other benefits to which the Executive may be entitled or which may accrue or vest upon his disability and the Executive shall be entitled to receive such compensation and benefits during and after such period of disability as the Company’s policies and procedures in effect from time to time provide for similarly situated executives, as if the Executive and the Company had not entered into this Agreement.

     The Executive’s rights to exercise his stock options in the event of termination of his employment by reason of his death or disability shall be governed by the Plans and the relevant stock option agreement.

     6.  Confidentiality and Non-Solicitation .

     (a)  Confidentiality . The Executive recognizes and acknowledges as an employee of the Company he will have access to, become acquainted with, and obtain financial information and knowledge relating to the business, financial condition, methods of operation and other aspects of the Company, its parent, subsidiaries and affiliates (“Affiliated Companies”) and their customers, employees and suppliers, some of which information and knowledge is confidential and proprietary and that the Executive could substantially detract from the value and business prospects of the Affiliated Companies in the event, while employed by the Company or any time thereafter, the Executive were to disclose to any person not related to the Affiliated Companies or use such information and knowledge for his or such other person’s advantage. Accordingly, the Executive hereby agrees that he will not disclose to any person, other than directors, officers, employees, accountants, lawyers, consultants, advisors, agents and representative of, or other persons related to, the Affiliated Companies on a need to know basis in the course of carrying out his duties hereunder, any knowledge or information of a confidential nature pertaining to the Affiliated Companies, or their successors and assigns, including without limitation, all unpublished matters relating to the business, properties, accounts, books and records, business plan and customers of the said corporations, or their successors and assigns, except with the prior written approval of the Board, or except as may be required by law or as the Executive reasonable determines to be necessary to defend or enforce his rights under this Agreement.

     (b)  Equitable Relief . The Executive acknowledges and agrees (i) that the provisions of this Section 6 are reasonable and necessary for the protection of the Company, its subsidiaries and affiliates or its or their successors and assigns, and (ii) that the remedy at law for any breach by him of the provisions of this Section 6 will be inadequate and, accordingly, the Executive hereby agrees that in the case of any such breach (x) the Company or its successors and assigns shall be entitled to injunctive relief, in addition to any other remedy they may have, and (y) the Executive shall forfeit any future payments or benefits to which he might be entitled hereunder.

     (c)  Non-Solicitation . For a period of one (1) year after the Executive receives any compensation pursuant to this Agreement he will not (i) with the exception of mass mailings or other broad based marketing efforts, directly or indirectly, solicit, divert or take away, any Major Customer of the Affiliated Companies or other successors and assigns. As used herein, “Major Customer” shall mean any customer of the Affiliated Companies who either has maintained an average deposit balance of at least $100,000 or has maintained or obtained a credit facility of at least $100,000 from the Affiliated Companies during the term of this Agreement, or (ii) directly or indirectly induce or attempt to influence any employee of the Affiliated Companies, or their successors and assigns, to terminate his employment.

     (d)  Enforceability . The covenants on the part of the Executive contained in this Section 6 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action by the Executive against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of said covenants. This Section shall survive the termination of this Agreement. The period and the scope of the restrictions on the Executive set forth herein are divisible so that if any provision of this Section 6 is invalid, that provision shall be automatically modified to the extent necessary to make it valid.

     (e)  Jurisdiction . Subject to Section 7, the Executive hereby submits to the exclusive jurisdiction of the courts of Massachusetts and the Federal courts of the United States of America located in such state in respect to the interpretation and enforcement of the provisions of this Section 6, and subject to Section 7, the Executive hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement of this Section 6, that the Executive is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that this Agreement may not be enforced in or by said courts or that the Executive’s property is exempt or immune from execution, that the suit, action or proceeding is brought in an inconvenient forum, or that venue is improper.

7. Disputes

     (a) Any dispute relating to this Agreement, or to the breach of this Agreement,, arising between the Executive and the Company shall be settled by arbitration in accordance with the commercial arbitration rules of the American Arbitration Association (“AAA”), which arbitration may be initiated by any party hereto by written notice to the other of such party’s desire to arbitrate the dispute. The arbitration proceedings, including the rendering of an award, shall take place in Boston, Massachusetts, and shall be administered by the AAA.

     (b) The arbitrator shall be appointed within thirty (30) days of the notice of dispute, and shall be chosen by the parties from the names of available arbitrators furnished to the parties in list form by the AAA. The parties may review and reject names of available arbitrators from up to an aggregate of three lists furnished to the parties by the AAA. If, after having been furnished three lists of arbitrators, the parties cannot agree on one available arbitrator, either party may request that the AAA appoint an arbitrator to arbitrate the dispute.

     (c) The award of the arbitrator shall be final except as otherwise provided by the laws

of the Commonwealth of Massachusetts and the federal laws of the United States, to the extent applicable. Judgment upon such award may be entered by the prevailing party in any state or federal court sitting in Boston, Massachusetts.

     (d) No arbitration proceedings hereunder shall be binding upon or in any way affect the interests of any party other than the Company, or its successors and the Executive, with respect to such arbitration.

     (e) Notwithstanding the foregoing, the Company shall have the right to apply to any court of competent jurisdiction for a temporary restraining order, preliminary, injunction or other interim equitable relief to which it may be entitled in connection with any alleged violations of Section 6 of this Agreement.

8. Indemnification

     The Company shall indemnify the Executive to the full extent permitted by Massachusetts law, which indemnification may require the advance of expenses, including legal fees, to the Executive, if and to the extent permitted by law. In the event of any claim for indemnification by the Executive, the Executive shall deliver written notice of any such claim promptly upon such a claim being made known to the Executive, which notice shall set forth the basis for such claim. The Company shall have the right to undertake the defense of such claim with counsel of its choice. The Company shall make said election within 15 business days of receipt of notice. If it does not so elect, then Executive is free to engage in counsel of its own choosing. If the Company has a conflict between executives as a result of said claim, then Executive shall have right to have independent counsel. During the Term and thereafter for so long as the Executive shall be subject to suit for liability for acts or omissions in connection with service as an officer or director of the company or service in other capacities at its request, the Company shall cause the Executive to be covered under any policy or contract of insurance obtained by it to insure its directors and officers against personal liability for acts or omissions in connection with such service. The coverage provided to the Executive pursuant to this section 8 shall be of the same scope and on the same terms and conditions as the coverage (if any) then provided to other officers or directors of the Company.

9. Non-Disclosure Commitments

     Other than as to the Company, the Executive hereby represents and warrants that he is not a party to or otherwise bound by any contracts, agreements or arrangements which contain covenants limiting the freedom of the Executive to compete in any line of business or with any person or entity, or which provide that the Executive must maintain the confidentiality of, or prohibit the Executive from using, any information in the context of his professional or personal activities. The Executive further represents and warrants that neither the execution nor delivery of this Agreement nor the performance by the Executive of his duties hereunder will cause any breach of any contract, agreement or arrangement to which he is a party or by which he is bound.

10. Arm’s Length Negotiations; Representation By Counsel

     The parties to this Agreement agree that this Agreement has been negotiated by each in an arm’s length transaction. The Executive acknowledges that he has had the opportunity to be represented by legal counsel in connection with this Agreement.

11. Tax Withholding

     Payments to the Executive of all compensation contemplated under this Agreement shall be subject to all applicable legal requirements with respect to the withholding of taxes and other deductions required by law.

12. Non-Assignability; Binding Agreement

     Neither this Agreement nor any right, duty, obligation or interest hereunder shall be assignable or delegable by the Executive without the Company’s prior written consent; provided, however, that (i) nothing in this Section shall preclude the Executive from designating any of his beneficiaries to receive any benefits payable thereunder upon his death or disability, or his executors, administrators, or other legal representatives, from assigning any rights hereunder to the person or persons entitled thereto, and (ii) any successor to the Company pursuant to any merger or consolidation involving the Company, and any purchaser of all or substantially all the assets of the Company, shall succeed to the rights and assume the obligations of the Company under this Agreement, and the Company covenants that it will not enter into or consummate any such transaction which does not make express provision for such succession and assumption. Subject to the foregoing, this Agreement shall be binding upon, and inure to the benefit of, the parties hereto, any successors to or assigns of the Company, the Executive’s heirs and the personal representatives of the Executive’s estate .

13. Amendment; Waiver

     This Agreement may not be modified, amended or waived in any manner except by an instrument in writing signed by the parties hereto. The waiver by any party of compliance with any provision of this Agreement by the other party shall not operate or be construed as a waiver of any provision of this Agreement.

14. Notices

     Any notice hereunder by either party to the other shall be given in writing by personal delivery, telex, telecopy or certified mail, return receipt requested, to the applicable address set forth below:

		(i) To the Company		Rockland Trust Company
				288 Union Street
				Rockland, MA 02370
				Attn.: President
		(ii) To the Executive:		Edward H. Seksay
				98 Forest Avenue
				Cohasset, MA 02025-1331

(or such other address as may from time to time be designated by notice by either party hereto for such purpose). Notice shall be deemed given, if by personal delivery, on the date of such delivery or, if by telex or telecopy, on the business day following receipt of answer back or telecopy confirmation or if by certified mail, on the date shown on the applicable return receipt.

15. Governing Law

     This Agreement is to be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts. If, under such law, any portion of this Agreement is at any time deemed to be in conflict with any applicable statute, rule, regulation or ordinance, such portion shall be deemed to be modified or altered to conform thereto or, if that is not possible, to be omitted from this Agreement, and the invalidity of any such portion shall not affect the force, effect and validity of the remaining portion thereof.

16. Supersedes Previous Agreements

     This Agreement constitutes the entire understanding between the Company and the Executive relating to the employment of the Executive by the Company and supersedes and cancels all prior written and oral agreements and understandings with respect to the subject matter of this Agreement.

17. Definitions

     The capitalized terms used in this Agreement have the meanings set forth below:

     “AAA” has the meaning set forth in Section 7 of this Agreement.

     “Affiliated Companies” has the meaning set forth in Section 6 of this Agreement.

     “Agreement” means this Employment Agreement.

     “Base Salary” has the meaning set forth in Section 3 of this Agreement.

     “Board” means the Rockland Trust Company Board of Directors or one of its duly appointed committees.

     “Cause” shall refer to the Company’s termination of the Executive’s service with the Company at any time because the Executive has: (A) refused or failed, in any material respect, other than due to illness, injury, or absence authorized by the Company or required by law, to devote his full normal working time, skills, knowledge, and abilities to the business of the Company, its subsidiaries and affiliates, and in promotion of their respective interests; or (B) engaged in (1) activities involving his personal profit as a result of his dishonesty, incompetence, willful misconduct, willful violation of any law, rule or regulation or breach of fiduciary duty, or (2) dishonest activities involving the Executive’s relations with the Company, its subsidiaries and affiliates or any of their respective employees, customers or suppliers; or (C) committed larceny, embezzlement, conversion or any other act involving the

misappropriation of Company or customer funds in the course of his employment; or (D) been convicted of any crime which reasonably could affect in a materially adverse manner the reputation of the Company or the Executive’s ability to perform the duties required hereunder; or (E) committed an act involving gross negligence on the part of the Executive in the conduct of his duties hereunder; or (F) evidenced a drug addiction or dependency; or (G) otherwise materially breached this Agreement.

     “Change of Control” shall mean if during the Term of this Agreement (A) any “Person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than the Holding Company, any of its subsidiaries, or any trustee, fiduciary or other person or entity holding securities under any employee benefit plan or trust of Holding Company or any of its subsidiaries), together with all “affiliates” and “associates” (as such terms are defined in Rule 12b-2 under the Exchange Act) of such person, shall become the “beneficial owner” (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of either (x) a majority of the outstanding common stock of the Holding Company or the Company, or (y) securities of either the Holding Company or the Company representing a majority of the combined voting power of the then outstanding voting securities of either the Holding Company or the Company, respectively; or (B) during any period of two consecutive years following the date hereof, individuals who at the beginning of that year period constitute the Board of the Holding Company cease, at any time after the beginning of such period, for any reason to constitute a majority of the Board of the Holding Company, unless the election of each new director was nominated or approved by at least two thirds of the directors of the Board then still in office who were either directors at the beginning of the two year period or whose election or whose nomination for election was previously so approved; or (C) the consummation of a merger or consolidation or sale or other disposition of all or substantially all of the assets of the Holding Company (a “Corporate Transaction”); excluding a Corporate Transaction in which the stockholders of the Holding Company immediately prior to the Corporate Transaction, would, immediately after the Corporate Transaction, beneficially own(as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, shares representing in the aggregate more than majority of the voting shares of the corporation issuing cash or securities in the Corporate Transaction (or of its ultimate parent corporation, if any); or (D) the approval of the Holding Company’s stockholders of any plan or proposal for the liquidation or dissolution of the Holding Company. Notwithstanding the foregoing, a “Change in Control” shall not be deemed to have occurred for purposes of the foregoing clause (A) solely as the result of an acquisition of securities by the Holding Company that, by reducing the number of shares of Voting Securities outstanding, increases the proportionate number of share of Voting Securities beneficially owned by any person to 50 percent or more of the combined voting power of all then outstanding Voting Securities; however that if any person referred to in this sentence shall thereafter become the beneficial owner of any additional share of Voting Securities (other than pursuant to a stock split, stock dividend, or similar transaction or as a result of an acquisition of securities directly from the Holding Company) and immediately thereafter beneficially owns 50 percent or more of the combined voting power of all then outstanding Voting Securities, then a “Change in Control” shall be deemed to have occurred for purposes of the foregoing clause (A).

     “Code” means the Internal Revenue Code of 1986, as currently amended and as may be amended and in effect in the future.

     “Company” means Rockland Trust Company.

     “Continuation Period” shall have the meaning set forth in Section 5(b) of this Agreement.

     “Effective Date” has the meaning set forth in the paragraph of this Agreement entitled “Parties and Effective Date.”

     “Executive” has the meaning set forth in the paragraph of this Agreement entitled “Parties and Effective Date.”

     “Good Reason” means the resignation of the Executive within four months after (A) the Company, without the express written consent of the Executive, materially breaches this Agreement to the substantial detriment of the Executive; or (B) the Board or the Chief Executive Officer, without Cause, substantially changes the Executive’s core duties or removes the Executive’s responsibility for those core duties, so as to effectively cause the Executive to no longer be performing the duties of an executive in the capacity for which the Executive was hired.

     “Holding Company” means Independent Bank Corp.

     “Major Customer” has the meaning set forth in Section 6 of this Agreement.

     “Parachute Payment” shall have the meaning given to parachute payments set forth in section 280G(b)(2)(A) of the Code (relating to the quantification of parachute payments) determined without regard to the provisions of section §280G(b)(4) of the Code (relating to the exclusion of reasonable compensation from parachute payments).

18. Counterparts

     This Agreement may be executed by the parties hereto in counterparts, each of which shall be deemed to be an original, but which together constitute one and the same instrument.

     The parties have executed this Agreement as a Massachusetts instrument under seal as of the Effective Date:

		ROCKLAND TRUST COMPANY
		By:
		Its:
		INDEPENDENT BANK CORP.
		By:
		Its:
		EDWARD H. SEKSAY

Exhibit 99.7

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Parties and Effective Date

     This employment Agreement (the “Agreement”) is dated and effective as of April 14, 2000 (the “Effective Date”) by and between Rockland Trust Company, a Massachusetts trust company (the “Company”) and Denis K. Sheahan of Scituate, Massachusetts, Massachusetts (the “Executive”) and is amended and restated as of November 20, 2008 to comply with the requirements of Section 409A of the Code. Capitalized terms used in this Agreement have the meaning set forth in the section below entitled “Definitions.”

Employment Agreement

     In consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Employment; Position and Duties; Exclusive Services

     (a)  Employment . The Company agrees to employ the Executive, and the Executive agrees to be employed by the Company, upon the terms and conditions in this Agreement.

     (b)  Position and Duties/Company . The Executive agrees to act as Chief Financial Officer for the Company and Independent Bank Corp. (the “Holding Company”), to hold the title of Chief Financial Officer of the Company and Holding Company, and to perform such other reasonable duties as may be assigned to him by the President and Chief Executive Officer of the Company. The Executive shall report to the President and Chief Executive Officer of the Company.

     (c)  Exclusive Services . Except for illness or incapacity, the Executive shall devote all of his business time, attention, skill and efforts exclusively to the business and affairs of the Company, and its affiliates, shall not be engaged in any other business activity, and shall perform and discharge well and faithfully the duties which may be assigned to him from time to time by the President and Chief Executive Officer; provided, however, that nothing in this Agreement shall preclude the Executive from devoting reasonable time during reasonable periods required for any or all of the following:

          (i) serving, in accordance with the Company’s policies and with the prior approval of the President and Chief Executive Officer of the Company, as a director or member of a committee of any other company or organization involving no actual or potential conflict of interest with the Company, or any of its subsidiaries or affiliates;

          (ii) investing personal assets in businesses in which the Executive’s participation is solely that of a passive investor in such form or manner as will not require any services on the part of the Executive in the operation or affairs of such businesses and in such

form or manner which will not create any conflict of interest with, or create the appearance of any conflict of interest with, the Executive’s duties at the Company;

provided, however, that such activities in the aggregate shall not materially adversely affect or interfere with the performance of the Executive’s duties and obligations to the Company hereunder.

2. Term of Employment

     The term of this Agreement shall begin on the Effective Date and end either “at will” by either party upon written notice of termination by one party given to the other at least fourteen (14) days prior to the termination date specified in the notice or as otherwise specified in Section 5 of this Agreement (the “Term”).

3. Cash Compensation

     As compensation to the Executive for all services to be rendered in any capacity hereunder, the Company shall, commencing April 1, 2008, pay the Executive an annual base salary of Two Hundred Seventy Thousand Dollars ($270,000.00) per annum, payable no less frequently than bi-weekly (“Base Salary”). The Board may at its discretion review the compensation provisions of this Agreement and shall have the authority to pay an increased Base Salary, or bonus, or other additional compensation to the Executive.

4. Benefits

     (a)  Travel and Business-Related Expenses . The Executive shall be provided with a Company owned automobile in accordance with the policies of the Company regarding automobiles. The Executive shall be reimbursed in accordance with the policies of the Company for travel and other reasonable expenses incurred in the performance of the business of the Company.

     (b)  Group Life Insurance . The Company agrees to include the Executive under the Company’s group term life insurance policy in accordance with the policies of the Company. The Company shall pay all premiums for such coverage.

     (c)  Sick Leave/Disability . The Executive will enjoy the same sick leave and short term and long term disability coverage as in effect for employees of the Company generally.

     (d)  Retirement Plans . The Executive will be eligible to participate in the Company’s retirement benefit plans each in accordance with the terms of such plans as in effect.

     (e)  Vacation/Holidays . The Executive will receive four (4) weeks paid vacation, on an “as earned” basis each year and will receive ten (10) holidays each year.

     (f)  Insurance . During the Term, the Executive shall participate in all insurance programs (medical, dental, surgical, hospital) adopted by the Company, including dependent coverage, to the same extent as other executives of the Company.

     (g)  Incentive Compensation Plan . The Executive shall be eligible to participate in the Company’s Executive Incentive Compensation Plan, in accordance with the terms of such plan as in effect.

     (h)  Taxes . Except as otherwise specifically provided herein, the Executive recognizes that some or all of the foregoing benefits and those set forth in Section 3 may give rise to a federal and/or state income tax liability, and agrees to be responsible for such liability.

     (i)  Supplemental Executive Retirement Plan . The Executive will participate in the Rockland Trust Supplemental Executive Retirement Plan (“SERP”), a non-qualified plan on terms and conditions and with benefits comparable to those applicable and available to similarly situated executives of the Company.

5. Termination of Employment

    (a)  Termination For Cause; Resignation Without Good Reason .

          (i) If the Executive’s employment is terminated by the Company for Cause or if the Executive resigns from his employment for any reason other than for Good Reason or after a Change of Control, the Executive shall have no right to receive compensation or other benefits for any period after such Termination for Cause or resignation for any reason other than for Good Reason or after a Change of Control except as may be required by law and except that the Executive’s rights to exercise his stock options in the event his employment terminates shall be governed by the Independent Bank Corp. 2005 Employee Stock Plan and/or any other relevant stock option plan, as appropriate (the “Plans”) and the relevant stock option agreement.

          (ii) The Company may terminate the Executive for Cause by giving the Executive thirty (30) business days’ prior written notice, during which period the Company shall give the Executive an opportunity to cure and a reasonable opportunity to be heard by the Compensation Committee of the Board to show just cause for his actions, and to have the Compensation Committee of the Board, in its discretion, reverse or rescind the prior action of the Company terminating the Executive for Cause. During the thirty (30) notice period, the Executive may at the discretion of the Company be suspended without pay in the case of a pending termination pursuant to clauses (B), (C), or (D) within the Definition of Cause (with all pay withheld during the suspension period to be reinstated retroactively in the event pending termination is rescinded or is not completed by the end of the notice period) or be placed on administrative leave with pay in the case of a pending termination pursuant to clauses (A), (E), (F), or (G) within the Definition of Cause.

          (iii) The Executive may resign for “Good Reason” by giving the Company thirty (30) business days’ prior written notice and, during such thirty-day period, an opportunity to cure.

          (iv) The date of termination of employment by the Company for purposes of Section 5 shall be the date that the written notice of termination from the Company to the Executive is written, and the Company agrees to use all good faith efforts to deliver the

written notice to the Executive as soon as possible after the notice is written. The date of a resignation by the Executive for purposes of Section 5 shall be the later of the date specified in the written notice of resignation from the Executive to the Company or the date notice is received by the Company.

     (b)  Termination Without Cause; Resignation for Good Reason . If during the term of this Agreement either (A) the Executive’s employment with the Company and/or any of its parent, subsidiaries or affiliates is terminated for any reason other than death, disability or for Cause, or (B) the Executive resigns for Good Reason from employment with the Company and/or any of its parent, subsidiaries or affiliates, the Executive shall be entitled:

•

to receive then current Base Salary for a period of twelve (12) months from the termination or resignation date, payable at such times as such Base Salary would be payable as if no such termination or resignation had occurred;

•

to continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for a period of twelve (12) months after such termination or resignation (the “Continuation Period”) or, to the extent at any time following termination of this Agreement and during the Continuation Period that the plans and arrangements described in clauses (b) and (f) of Section 4 are discontinued or terminated and no comparable plans in which the Executive is permitted to continue participation are established in their place, then to receive a gross bonus payment in an amount which after payment therefrom of all applicable federal and state income and employment taxes, will equal the pre-tax cost to the Company at the time of the termination or discontinuation of any such plans, attributable to the Executive’s participation in the plans and arrangements described in clauses (b) and (f) of Section 4 for the Continuation Period (the “Benefits Termination Payment”), less any portion which the Company has already paid on behalf of the Executive during the Continuation Period. The Company shall make the Benefits Termination Payment shall be due to the Executive immediately upon the date of termination or discontinuation of any applicable plan; and

•

to have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the employment termination date in accordance with the terms of the Plans and the relevant stock option agreement.

If the provisions of Section 5(c) are applicable to any termination or resignation of employment, the Executive’s rights shall be governed by Section 5(c). The subsequent disability or obtaining of a new position by the Executive does not mitigate or cease the obligations of the Company under this paragraph.

     (c)  Change in Control .

          (i) If during the term of this Agreement, any of the events constituting a Change of Control shall be deemed to have occurred, and following such Change of Control, either (A) the Executive’s employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise as a result of the Change of Control, is

terminated for any reason, other than death, disability or for Cause, or (B) the Executive resigns for any reason from employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise, during the 30 day period immediately following the first anniversary of the effective date of the Change of Control as a result of the Change of Control, the Executive shall be entitled to:

•

receive three (3) times his then current Base Salary and to receive an amount equal to three (3) times the greater of (a) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the date of termination of this Agreement without “Cause” or resignation for any reason, or (b) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the Change of Control, or (c) the calculated Plan award, in, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable in a lump sum cash payment immediately following such termination or resignation;

•

continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”);

•

have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the termination or resignation date (as the case may be), in accordance with the terms of the Plan and the relevant stock option agreement; and, to

•

receive any change of control benefits as provided in the SERP.

Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A of the Code for the calendar year preceding the termination of employment, or (ii) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 2008), shall be paid no earlier than the date that is six (6) months following the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay in the payment of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury Bill rate in effect on the date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse or other designated heir.

          (ii) In the event any amount payable as compensation to the Executive under this Agreement when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement would constitute a Parachute Payment, the amount payable as compensation under Section 5(c)(i) of this Agreement shall be reduced (but

not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the Company. Notwithstanding the foregoing, if the Executive proves to the satisfaction of the Compensation Committee of the Company’s Board (if no such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute Payment.

     (d)  Mitigation; Legal Fees . The Executive shall not be required to mitigate the amount of any payment provided for in either Section 5(b) or Section 5(c)(i) by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in Section 5(b) or Section 5(c)(i) be reduced by any compensation earned by the Executive as a result of self-employment or employment by another employer, by retirement benefits or by offset against any amount claimed to be owed by the Executive to the Company or otherwise. Following a Change of Control, the Company agrees to pay, as incurred, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement) plus in each case interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code.

     (e)  Termination By Reason of Death or Disability .

          (i) Notwithstanding anything to the contrary contained in this Agreement, the employment hereunder of the Executive shall be automatically terminated upon the death of the Executive after which time the Company shall have no further obligation to the Executive or his estate for any compensation or benefits hereunder, except to the extent any compensation or benefits are due to the Executive or his estate for any period prior to his death, provided, however, that this Section 5(e)(i) shall not affect in any manner any other benefits to which the Executive or his estate may be entitled or which may vest or accrue upon his death under any arrangement, plan or program (other than this Agreement) with the Company, by law or otherwise.

          (ii) Notwithstanding anything to the contrary contained in this Agreement, the employment hereunder of the Executive may be terminated by reason of disability, upon written notice to the Executive, in the event of the inability of the Executive to substantially perform his duties hereunder contemplated by this agreement by reason of injury (physical or mental), illness (physical or mental) or otherwise, incapacitating the Executive for a continuous period exceeding one hundred and eighty (180) days, as certified by a physician selected by the Company in good faith, and the Company shall have no further obligation under this Agreement to the Executive for any compensation or benefits hereunder, except to the extent any compensation or benefits

are due to the Executive for any period prior to his termination by reason of disability, provided, however, that this Section 5(e)(ii) shall not affect in any manner other benefits to which the Executive may be entitled or which may accrue or vest upon his disability and the Executive shall be entitled to receive such compensation and benefits during and after such period of disability as the Company’s policies and procedures in effect from time to time provide for similarly situated executives, as if the Executive and the Company had not entered into this Agreement.

     The Executive’s rights to exercise his stock options in the event of termination of his employment by reason of his death or disability shall be governed by the Plans and the relevant stock option agreement.

6. Confidentiality and Non-Solicitation .

     (a)  Confidentiality . The Executive recognizes and acknowledges as an employee of the Company he will have access to, become acquainted with, and obtain financial information and knowledge relating to the business, financial condition, methods of operation and other aspects of the Company, its parent, subsidiaries and affiliates (“Affiliated Companies”) and their customers, employees and suppliers, some of which information and knowledge is confidential and proprietary and that the Executive could substantially detract from the value and business prospects of the Affiliated Companies in the event, while employed by the Company or any time thereafter, the Executive were to disclose to any person not related to the Affiliated Companies or use such information and knowledge for his or such other person’s advantage. Accordingly, the Executive hereby agrees that he will not disclose to any person, other than directors, officers, employees, accountants, lawyers, consultants, advisors, agents and representative of, or other persons related to, the Affiliated Companies on a need to know basis in the course of carrying out his duties hereunder, any knowledge or information of a confidential nature pertaining to the Affiliated Companies, or their successors and assigns, including without limitation, all unpublished matters relating to the business, properties, accounts, books and records, business plan and customers of the said corporations, or their successors and assigns, except with the prior written approval of the Board, or except as may be required by law or as the Executive reasonable determines to be necessary to defend or enforce his rights under this Agreement.

     (b)  Equitable Relief . The Executive acknowledges and agrees (i) that the provisions of this Section 6 are reasonable and necessary for the protection of the Company, its subsidiaries and affiliates or its or their successors and assigns, and (ii) that the remedy at law for any breach by him of the provisions of this Section 6 will be inadequate and, accordingly, the Executive hereby agrees that in the case of any such breach (x) the Company or its successors and assigns shall be entitled to injunctive relief, in addition to any other remedy they may have, and (y) the Executive shall forfeit any future payments or benefits to which he might be entitled hereunder.

     (c)  Non-Solicitation . For a period of one (1) year after the Executive receives any compensation pursuant to this Agreement he will not (i) with the exception of mass mailings or other broad based marketing efforts, directly or indirectly, solicit, divert or take away, any Major Customer of the Affiliated Companies or other successors and assigns. As used herein, “Major Customer” shall mean any customer of the Affiliated Companies who either has maintained an average deposit balance of at least $100,000 or has maintained or obtained a credit

facility of at least $100,000 from the Affiliated Companies during the term of this Agreement, or (ii) directly or indirectly induce or attempt to influence any employee of the Affiliated Companies, or their successors and assigns, to terminate his employment.

     (d)  Enforceability . The covenants on the part of the Executive contained in this Section 6 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action by the Executive against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of said covenants. This Section shall survive the termination of this Agreement. The period and the scope of the restrictions on the Executive set forth herein are divisible so that if any provision of this Section 6 is invalid, that provision shall be automatically modified to the extent necessary to make it valid.

     (e)  Jurisdiction . Subject to Section 7, the Executive hereby submits to the exclusive jurisdiction of the courts of Massachusetts and the Federal courts of the United States of America located in such state in respect to the interpretation and enforcement of the provisions of this Section 6, and subject to Section 7, the Executive hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement of this Section 6, that the Executive is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that this Agreement may not be enforced in or by said courts or that the Executive’s property is exempt or immune from execution, that the suit, action or proceeding is brought in an inconvenient forum, or that venue is improper.

7. Disputes

     (a) Any dispute relating to this Agreement, or to the breach of this Agreement,, arising between the Executive and the Company shall be settled by arbitration in accordance with the commercial arbitration rules of the American Arbitration Association (“AAA”), which arbitration may be initiated by any party hereto by written notice to the other of such party’s desire to arbitrate the dispute. The arbitration proceedings, including the rendering of an award, shall take place in Boston, Massachusetts, and shall be administered by the AAA.

     (b) The arbitrator shall be appointed within thirty (30) days of the notice of dispute, and shall be chosen by the parties from the names of available arbitrators furnished to the parties in list form by the AAA. The parties may review and reject names of available arbitrators from up to an aggregate of three lists furnished to the parties by the AAA. If, after having been furnished three lists of arbitrators, the parties cannot agree on one available arbitrator, either party may request that the AAA appoint an arbitrator to arbitrate the dispute.

     (c) The award of the arbitrator shall be final except as otherwise provided by the laws of the Commonwealth of Massachusetts and the federal laws of the United States, to the extent applicable. Judgment upon such award may be entered by the prevailing party in any state or federal court sitting in Boston, Massachusetts.

     (d) No arbitration proceedings hereunder shall be binding upon or in any way affect the interests of any party other than the Company, or its successors and the Executive, with respect to such arbitration.

     (e) Notwithstanding the foregoing, the Company shall have the right to apply to any court of competent jurisdiction for a temporary restraining order, preliminary, injunction or other interim equitable relief to which it may be entitled in connection with any alleged violations of Section 6 of this Agreement.

8. Indemnification

     The Company shall indemnify the Executive to the full extent permitted by Massachusetts law, which indemnification may require the advance of expenses, including legal fees, to the Executive, if and to the extent permitted by law. In the event of any claim for indemnification by the Executive, the Executive shall deliver written notice of any such claim promptly upon such a claim being made known to the Executive, which notice shall set forth the basis for such claim. The Company shall have the right to undertake the defense of such claim with counsel of its choice. The Company shall make said election within 15 business days of receipt of notice. If it does not so elect, then Executive is free to engage in counsel of its own choosing. If the Company has a conflict between executives as a result of said claim, then Executive shall have right to have independent counsel. During the Term and thereafter for so long as the Executive shall be subject to suit for liability for acts or omissions in connection with service as an officer or director of the company or service in other capacities at its request, the Company shall cause the Executive to be covered under any policy or contract of insurance obtained by it to insure its directors and officers against personal liability for acts or omissions in connection with such service. The coverage provided to the Executive pursuant to this section 8 shall be of the same scope and on the same terms and conditions as the coverage (if any) then provided to other officers or directors of the Company.

9. Non-Disclosure Commitments

     Other than as to the Company, the Executive hereby represents and warrants that he is not a party to or otherwise bound by any contracts, agreements or arrangements which contain covenants limiting the freedom of the Executive to compete in any line of business or with any person or entity, or which provide that the Executive must maintain the confidentiality of, or prohibit the Executive from using, any information in the context of his professional or personal activities. The Executive further represents and warrants that neither the execution nor delivery of this Agreement nor the performance by the Executive of his duties hereunder will cause any breach of any contract, agreement or arrangement to which he is a party or by which he is bound.

10. Arm’s Length Negotiations; Representation By Counsel

     The parties to this Agreement agree that this Agreement has been negotiated by each in an arm’s length transaction. The Executive acknowledges that he has had the opportunity to be represented by legal counsel in connection with this Agreement.

11. Tax Withholding

     Payments to the Executive of all compensation contemplated under this Agreement

shall be subject to all applicable legal requirements with respect to the withholding of taxes and other deductions required by law.

12. Non-Assignability; Binding Agreement

     Neither this Agreement nor any right, duty, obligation or interest hereunder shall be assignable or delegable by the Executive without the Company’s prior written consent; provided, however, that (i) nothing in this Section shall preclude the Executive from designating any of his beneficiaries to receive any benefits payable thereunder upon his death or disability, or his executors, administrators, or other legal representatives, from assigning any rights hereunder to the person or persons entitled thereto, and (ii) any successor to the Company pursuant to any merger or consolidation involving the Company, and any purchaser of all or substantially all the assets of the Company, shall succeed to the rights and assume the obligations of the Company under this Agreement, and the Company covenants that it will not enter into or consummate any such transaction which does not make express provision for such succession and assumption. Subject to the foregoing, this Agreement shall be binding upon, and inure to the benefit of, the parties hereto, any successors to or assigns of the Company, the Executive’s heirs and the personal representatives of the Executive’s estate .

13. Amendment; Waiver

     This Agreement may not be modified, amended or waived in any manner except by an instrument in writing signed by the parties hereto. The waiver by any party of compliance with any provision of this Agreement by the other party shall not operate or be construed as a waiver of any provision of this Agreement.

14. Notices

     Any notice hereunder by either party to the other shall be given in writing by personal delivery, telex, telecopy or certified mail, return receipt requested, to the applicable address set forth below:

(i)	To the Company		Rockland Trust Company
			288 Union Street
			Rockland, MA 02370
			Attn.: President
(ii)	To the Executive:		Denis K. Sheahan
			116 Captain Pierce Road
			Scituate, MA 02066

(or such other address as may from time to time be designated by notice by either party hereto for such purpose). Notice shall be deemed given, if by personal delivery, on the date of such delivery or, if by telex or telecopy, on the business day following receipt of answer back or telecopy confirmation or if by certified mail, on the date shown on the applicable return receipt.

15. Governing Law

     This Agreement is to be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts. If, under such law, any portion of this Agreement is at any time deemed to be in conflict with any applicable statute, rule, regulation or ordinance, such portion shall be deemed to be modified or altered to conform thereto or, if that is not possible, to be omitted from this Agreement, and the invalidity of any such portion shall not affect the force, effect and validity of the remaining portion thereof.

16. Supersedes Previous Agreements

     This Agreement constitutes the entire understanding between the Company and the Executive relating to the employment of the Executive by the Company and supersedes and cancels all prior written and oral agreements and understandings with respect to the subject matter of this Agreement.

17. Definitions

     The capitalized terms used in this Agreement have the meanings set forth below:

     “AAA” has the meaning set forth in Section 7 of this Agreement.

     “Affiliated Companies” has the meaning set forth in Section 6 of this Agreement.

     “Agreement” means this Employment Agreement.

     “Base Salary” has the meaning set forth in Section 3 of this Agreement.

     “Board” means the Rockland Trust Company Board of Directors or one of its duly appointed committees.

     “Cause” shall refer to the Company’s termination of the Executive’s service with the Company at any time because the Executive has: (A) refused or failed, in any material respect, other than due to illness, injury, or absence authorized by the Company or required by law, to devote his full normal working time, skills, knowledge, and abilities to the business of the Company, its subsidiaries and affiliates, and in promotion of their respective interests; or (B) engaged in (1) activities involving his personal profit as a result of his dishonesty, incompetence, willful misconduct, willful violation of any law, rule or regulation or breach of fiduciary duty, or (2) dishonest activities involving the Executive’s relations with the Company, its subsidiaries and affiliates or any of their respective employees, customers or suppliers; or (C) committed larceny, embezzlement, conversion or any other act involving the misappropriation of Company or customer funds in the course of his employment; or (D) been convicted of any crime which reasonably could affect in a materially adverse manner the reputation of the Company or the Executive’s ability to perform the duties required hereunder; or (E) committed an act involving gross negligence on the part of the Executive in the conduct of his duties hereunder; or (F) evidenced a drug addiction or dependency; or (G) otherwise materially breached this Agreement.

     “Change of Control” shall mean if during the Term of this Agreement (A) any “Person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than the Holding Company, any of its subsidiaries, or any trustee, fiduciary or other person or entity holding securities under any employee benefit plan or trust of Holding Company or any of its subsidiaries), together with all “affiliates” and “associates” (as such terms are defined in Rule 12b-2 under the Exchange Act) of such person, shall become the “beneficial owner” (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of either (x) a majority of the outstanding common stock of the Holding Company or the Company, or (y) securities of either the Holding Company or the Company representing a majority of the combined voting power of the then outstanding voting securities of either the Holding Company or the Company, respectively; or (B) during any period of two consecutive years following the date hereof, individuals who at the beginning of that year period constitute the Board of the Holding Company cease, at any time after the beginning of such period, for any reason to constitute a majority of the Board of the Holding Company, unless the election of each new director was nominated or approved by at least two thirds of the directors of the Board then still in office who were either directors at the beginning of the two year period or whose election or whose nomination for election was previously so approved; or (C) the consummation of a merger or consolidation or sale or other disposition of all or substantially all of the assets of the Holding Company (a “Corporate Transaction”); excluding a Corporate Transaction in which the stockholders of the Holding Company immediately prior to the Corporate Transaction, would, immediately after the Corporate Transaction, beneficially own(as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, shares representing in the aggregate more than majority of the voting shares of the corporation issuing cash or securities in the Corporate Transaction (or of its ultimate parent corporation, if any); or (D) the approval of the Holding Company’s stockholders of any plan or proposal for the liquidation or dissolution of the Holding Company. Notwithstanding the foregoing, a “Change in Control” shall not be deemed to have occurred for purposes of the foregoing clause (A) solely as the result of an acquisition of securities by the Holding Company that, by reducing the number of shares of Voting Securities outstanding, increases the proportionate number of share of Voting Securities beneficially owned by any person to 50 percent or more of the combined voting power of all then outstanding Voting Securities; however that if any person referred to in this sentence shall thereafter become the beneficial owner of any additional share of Voting Securities (other than pursuant to a stock split, stock dividend, or similar transaction or as a result of an acquisition of securities directly from the Holding Company) and immediately thereafter beneficially owns 50 percent or more of the combined voting power of all then outstanding Voting Securities, then a “Change in Control” shall be deemed to have occurred for purposes of the foregoing clause (A).

     “Code” means the Internal Revenue Code of 1986, as currently amended and as may be amended and in effect in the future.

     “Company” means Rockland Trust Company.

     “Continuation Period” shall have the meaning set forth in Section 5(b) of this Agreement.

     “Effective Date” has the meaning set forth in the paragraph of this Agreement entitled “Parties and Effective Date.”

     “Executive” has the meaning set forth in the paragraph of this Agreement entitled “Parties and Effective Date.”

     “Good Reason” means the resignation of the Executive within four months after (A) the Company, without the express written consent of the Executive, materially breaches this Agreement to the substantial detriment of the Executive; or (B) the Board or the Chief Executive Officer, without Cause, substantially changes the Executive’s core duties or removes the Executive’s responsibility for those core duties, so as to effectively cause the Executive to no longer be performing the duties of an executive in the capacity for which the Executive was hired.

     “Holding Company” means Independent Bank Corp.

     “Major Customer” has the meaning set forth in Section 6 of this Agreement.

     “Parachute Payment” shall have the meaning given to parachute payments set forth in section 280G(b)(2)(A) of the Code (relating to the quantification of parachute payments) determined without regard to the provisions of section §280G(b)(4) of the Code (relating to the exclusion of reasonable compensation from parachute payments).

18. Counterparts

     This Agreement may be executed by the parties hereto in counterparts, each of which shall be deemed to be an original, but which together constitute one and the same instrument.

     The parties have executed this Agreement as a Massachusetts instrument under seal as of the Effective Date:

		ROCKLAND TRUST COMPANY
		By:
		Its:
		INDEPENDENT BANK CORP.
		By:
		Its:
		DENIS K. SHEAHAN

EXHIBIT 99.8

ROCKLAND TRUST COMPANY

AMENDED AND RESTATED

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

     This Amended and Restated Supplemental Executive Retirement Plan (the “Plan”) is amended and restated by Rockland Trust Company, effective January 1, 2008 (the “Effective Date”). The Plan consolidates, supersedes and replaces the Supplemental Retirement Plan (the “Predecessor Plan”) that was established on October 25, 2001 such that as of the Effective Date, the Participant’s entire benefit is determined solely under the terms of this Plan. All accruals and benefits under the Predecessor Plan shall be deemed to have been transferred to this Plan, effective January 1, 2008. The Plan is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

     The purpose of the Plan is to provide additional retirement benefits to a select group of management or highly compensated employees (“Participants”), as selected by the Board of Directors of the Bank (the “Board”). Accordingly, the Plan is intended to qualify as a “top hat” plan for purposes of the Employee Retirement Income Security Act of 1974, as amended.

ARTICLE I

DEFINITIONS

     When used herein, the following words shall have the meanings set forth below unless the context clearly indicates otherwise:

     “ Actuarial Equivalent ” means an amount having equal value when computed on the basis of a 7% interest rate assumption compounded annually, and the UP-1984 Table of Mortality with a 2 year age set back for the Participant and a one age set back for Beneficiaries.

     “ Bank ” means Rockland Trust Company and each subsidiary or affiliated company thereof which participates in the Plan.

     “ Beneficiary ” means the person designated by Participant as the Contingent Annuitant in accordance with the Beneficiary Designation Form attached hereto as Exhibit 4. In the event the Contingent Annuitant dies, the Beneficiary shall be the person(s) designated by the Participant as the secondary beneficiary in the Beneficiary Designation Form. If no beneficiary is so designated, then the Participant’s estate will be the Beneficiary.

     “ Board ” means the Board of Directors of the Bank.

     “ Cause ” means an action of the Board to terminate the service of a Participant because of: (i) the Participant’s conviction of, or plea of nolo contender to, a felony or crime involving moral turpitude; (ii) activities involving the Participant’s personal profit as a result of his dishonesty, incompetence, willful misconduct, willful violation of any law, rule, or regulation, or breach of fiduciary duty; (iii) the Participant’s commission of an act involving gross negligence on the part of the Participant in the conduct of his or her duties; (iv) drug addiction on the part of the Participant; or (v) the Participant’s material breach of any provision of the Participant’s employment agreement, if any, provided, however, that, in the case of any termination pursuant to clauses (iii), (iv), or (v) above, the Bank shall give the Participant 30 days written notice thereof, an opportunity to cure within such 30 day period, and a reasonable opportunity to be heard by the Board to show just Cause

for his or her actions, and to have the Board, in its discretion, reverse or rescind the prior action of the Board under the clause(s).

      “Change of Control” shall mean if during the Term of this Agreement (A) any “Person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than the Holding Company, any of its subsidiaries, or any trustee, fiduciary or other person or entity holding securities under any employee benefit plan or trust of Holding Company or any of its subsidiaries), together with all “affiliates” and “associates” (as such terms are defined in Rule 12b-2 under the Exchange Act) of such person, shall become the “beneficial owner” (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of either (x) a majority of the outstanding common stock of the Holding Company or the Company, or (y) securities of either the Holding Company or the Company representing a majority of the combined voting power of the then outstanding voting securities of either the Holding Company or the Company, respectively; or (B) during any period of two consecutive years following the date hereof, individuals who at the beginning of that year period constitute the Board of the Holding Company cease, at any time after the beginning of such period, for any reason to constitute a majority of the Board of the Holding Company, unless the election of each new director was nominated or approved by at least two thirds of the directors of the Board then still in office who were either directors at the beginning of the two year period or whose election or whose nomination for election was previously so approved; or (C) the consummation of a merger or consolidation or sale or other disposition of all or substantially all of the assets of the Holding Company (a “Corporate Transaction”); excluding a Corporate Transaction in which the stockholders of the Holding Company immediately prior to the Corporate Transaction, would, immediately after the Corporate Transaction, beneficially own(as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, shares representing in the aggregate more than majority of the voting shares of the corporation issuing cash or securities in the Corporate Transaction (or of its ultimate parent corporation, if any); or (D) the approval of the Holding Company’s stockholders of any plan or proposal for the liquidation or dissolution of the Holding Company. Notwithstanding the foregoing, a “Change in Control” shall not be deemed to have occurred for purposes of the foregoing clause (A) solely as the result of an acquisition of securities by the Holding Company that, by reducing the number of shares of Voting Securities outstanding, increases the proportionate number of share of Voting Securities beneficially owned by any person to 50 percent or more of the combined voting power of all then outstanding Voting Securities; however that if any person referred to in this sentence shall thereafter become the beneficial owner of any additional share of Voting Securities (other than pursuant to a stock split, stock dividend, or similar transaction or as a result of an acquisition of securities directly from the Holding Company) and immediately thereafter beneficially owns 50 percent or more of the combined voting power of all then outstanding Voting Securities, then a “Change in Control” shall be deemed to have occurred for purposes of the foregoing clause (A).

     “ Committee ” means the administrative committee appointed by the Board to administer the Plan.

      “Company” shall mean Independent Bank Corp., the stock holding company of the Bank.

      “Contingent Annuitant” means the individual designated in the Beneficiary Designation Form that is entitled to receive the Joint and 100% Survivor Annuity or the Joint and 50% Survivor Annuity, as applicable, provided that he or she survives the Participant.

      “Disabled” or “Disability” means that the Participant: (a) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; or (b) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Participant’s employer; or (c) is determined to be disabled by the Social Security Administration.

      “Disability Benefit” means an annual benefit equal to the Retirement Benefit, but payable due to Disability.

      “Discount Rate” means a discount rate equal to the applicable federal rate determined under Code Section 1274(d) as published by the IRS for the month in which the Participant’s Separation from Service occurs.

      “Joint and 100% Survivor Annuity” means the Actuarial Equivalent of the Single Life Annuity that is payable in a series of equal monthly installments for the life of the Participant, and upon the death of the Participant, in a series of equal monthly installments for the life of the Contingent Annuitant where the monthly payment payable to the Contingent Annuitant shall equal 100% of the monthly payment made to the Participant prior to his or her death, with 10 years of guaranteed payments.

      “Joint and 50% Survivor Annuity” means the Actuarial Equivalent of the Single Life Annuity that is payable in a series of equal monthly installments for the life of the Participant, and upon the death of the Participant, in a series of equal monthly installments for the life of the Contingent Annuitant where the monthly payment payable to the Contingent Annuitant shall equal 50% of the monthly payment made to the Participant prior to his or her death. There is no 10 year certain with this form of benefit.

     “ Participation Agreement ” means a written agreement between the Bank and the Participant, pursuant to which the Bank agrees to provide the Participant with the benefits described in the Plan and the Participation Agreement. Each Participation Agreement shall contain such information, terms and conditions as the Committee in its discretion may specify, including without limitation the following: (i) the effective date of the Participant’s participation in the Plan; (ii) the benefits in which the Participant is entitled to under the Plan and the form in which such benefits are to be paid in; and (iii) any other provisions which supplement the terms and conditions contained in the Plan and which are not inconsistent with the terms and conditions of the Plan. The Participation Agreement is attached to the Plan as Exhibit 1.

     “ Retirement Benefit ” means, with respect to each Participant, an annual cash benefit in the amount as provided in the Participant’s Participation Agreement.

     “ Retirement Date ” means the date on which the Participant attains age 65.

     “ Separation from Service ” or “ Separates from Service ” means the Participant’s retirement or other termination of employment with the Bank within the meaning of Code Section 409A. No Separation from Service shall be deemed to occur due to military leave, sick leave or other bona fide leave of absence if the period of such leave does not exceed 6 months or, if longer, so long as the Participant’s right to reemployment is provided by law or contract. If the leave exceeds 6 months

and the Participant’s right to reemployment is not provided by law or by contract, then the Participant shall have a Separation from Service on the first date immediately following such 6-month period. Whether a Separation from Service has occurred is determined based on whether the facts and circumstances indicate that the Bank and the Participant reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Participant would perform after such date (whether as an employee or as an independent contractor) would permanently decrease to less than 50% of the average level of bona fide services performed over the immediately preceding 36 months (or such lesser period of time in which the Participant performed services for the Bank).

      “Single Life Annuity” means a series of equal monthly payments for the life of the Participant.

      “10 Year Certain Single Life Annuity” means a series of equal monthly payments for the life of the Participant with 10 years of guaranteed payments.

     “ Termination Benefit ” means, unless otherwise provided in the Participant’s Participation Agreement, an annual cash benefit equal to the Participant’s vested Retirement Benefit multiplied by a fraction (not to exceed one), the numerator of which is the Participant’s Years of Service as of the Participant’s Separation from Service, and the denominator of which is the Participant’s Years of Service which would have accrued at the Retirement Date if the Participant did not Separate from Service. If a Participant Separates from Service and such Separation from Service is due to a Change in Control, the fraction calculated hereunder shall be determined by adding three (3) years to the numerator. Notwithstanding the foregoing, if the Participant has attained age 62, there shall be no reduction in the Participant’s Retirement Benefit.

     “ Year of Service ” (i) for vesting purposes means a 12 consecutive month period of service with the Bank commencing on the first day the Participant enrolls in the Plan in accordance with Section 2.1 and ending on the date that the Participant Separates from Service, and (ii) for purposes of determining Termination Benefits (i.e., benefit accruals) means a 12 consecutive month period of service with the Bank starting on the Participant’s date of hire (i.e., in other words, service earned before becoming a Participant counts for benefit accrual purposes, but only service earned after joining the Plan counts for vesting purposes).

ARTICLE II

ELIGIBILITY AND VESTING

     2.1 Eligibility . The Plan is available to a select group of management and/or highly compensated employees of the Bank, determined from time to time by the Board. Each employee, who is eligible to participate in the Plan, shall enroll in the Plan by entering into a Participation Agreement and completing all election forms, and other forms as the Committee may request. An eligible employee’s participation in the Plan shall commence as of the date specified in the Participation Agreement.

     2.2 Vesting . Each Participant shall become vested in his or her Plan benefits in accordance with the following vesting schedule:

     Vesting is automatically accelerated upon death, Disability, Change in Control, or attainment of age 62.

ARTICLE III

BENEFITS

     3.1 Retirement Benefit. Upon Separation from Service on or after the Retirement Date, the Participant shall be entitled to the Retirement Benefit, payable starting on the first day of the second month following the date on which the Participant Separates from Service as a 10 Year Certain Single Life Annuity, unless the Participant has elected an alternative form of payment in accordance with Section 3.5 below.

     3.2 Termination Benefit. In the event of the Participant’s Separation from Service prior to the Retirement Date, the Participant shall be entitled to the Termination Benefit, payable starting on the first day of the second month following the Participant’s Retirement Date as a 10 Year Certain Single Life Annuity, unless the Participant has elected an alternative form of payment in accordance with Section 3.5 below.

     3.3 Disability Benefit . If the Participant becomes Disabled, the Participant shall be entitled to the Disability Benefit, payable starting on the first day of the second month following the date on which the Participant is determined to be Disabled as a 10 Year Certain Single Life Annuity, unless the Participant has elected an alternative form of payment in accordance with Section 3.5 below.

     3.4 Termination of Participation for Cause . Notwithstanding anything herein or in the Participation Agreement to the contrary, all benefits payable under this Plan shall be forfeited in the event the Participant’s participation in the Plan is terminated for Cause.

     3.5 Distribution Elections for Benefit Payments . A Participant may elect in the Distribution Election Form, attached hereto as Exhibit 2, the form of payment of his or her Retirement Benefit, Termination Benefit, and Disability Benefit. The benefits may be paid in one of the following forms: (i) 10 Year Certain Single Life Annuity; (ii) Single Life Annuity; (iii) Joint and 100% Survivor Annuity; or (iv) Joint and 50% Survivor Annuity. Notwithstanding the preceding sentence, prior to the commencement date of the payment of the benefits, the Participant may elect to change the manner of payment of his or her benefits as previously elected in the Distribution Election Form by filing a Change of Distribution Options Form, attached hereto as Exhibit 3. Such election will not be considered a change in the form of payment under Code Section 409A, provided that all annuities are actuarially equivalent and are determined by applying reasonable actuarial assumptions in accordance with Treasury Regulation Section 1.409A-2(b)(2)(ii).

     3.6 Delay in the Commencement Date for Payment of Benefits. Notwithstanding the foregoing, if the Participant is a “specified employee” (i.e., a “key employee” of a publicly traded company within the meaning of Code Section 409A and the final regulations issued thereunder) and the distribution under the Plan is due to Separation from Service (other than due to Disability or death), then solely to the extent necessary to avoid penalties under Code Section 409A, no distribution shall be made during the first six (6) months following the Participant’s Separation from Service. Rather, any distribution which would otherwise be paid to the Participant during such

period plus interest using the 6-month T-Bill rate shall be accumulated and paid to the Participant in a lump sum on the first day of the seventh month following such Separation from Service. All subsequent distributions shall be paid in the manner specified in the Plan.

ARTICLE IV

DEATH BENEFITS

     4.1 Death Prior to Commencement of Benefits.

     (a)  Death on or after Age 55 . If the Participant dies while employed with the Bank on or after reaching age 55, the Participant’s death benefit shall be a lump sum payment equal to the greater of (i) the Actuarial Equivalent of the Joint and 100% Survivor Annuity that would have been paid to the Contingent Annuitant as if the Participant had previously elected such form of payment and the Joint and 100% Survivor Annuity commenced on the date of the Participant’s death; or (ii) the present value (using the Discount Rate) of the 10 Year Certain Single Life Annuity if the Participant had Separated from Service on the date of death. If the Participant has not named a Contingent Annuitant, clause (i) above shall be disregarded. Such benefit shall be paid to the Beneficiary no later than the first day of the second month following the Participant’s date of death.

     (b)  Death Prior to Age 55 . If the Participant dies while employed with the Bank prior to reaching age 55, the Participant’s death benefit shall be a lump sum payment equal to the greater of (i) the Actuarial Equivalent of the Joint and 100% Survivor Annuity that would have been paid to the Contingent Annuitant as if the Participant had previously elected such form of payment and the Joint and 100% Survivor Annuity commenced on the date the Participant would have attained age 55; or (ii) the Actuarial Equivalent of the amount the Participant would have received if the Participant Separated from Service on the date of the Participant’s death and elected for his or her benefit to be paid in the form of a Single Life Annuity. If the Participant has not named a Contingent Annuitant, clause (i) above shall be disregarded. Such benefit shall be paid to the Beneficiary no later than the first day of the second month following the Participant’s date of death.

     4.2 Death after Commencement of Benefits.

     (a)  Single Life Annuity . In the event that the Participant’s Single Life Annuity has commenced and the Participant dies, no further payments shall be made hereunder.

     (b)  10 Year Certain Single Life Annuity . In the event that the Participant’s 10 Year Certain Single Life Annuity has commenced and the Participant dies prior to receiving at least 120 monthly installment payments, the Bank shall pay the present value (using the Discount Rate) of the remainder of such installment payments to the Participant’s Beneficiary in a single cash lump sum distribution no later than the first day of the second month following the Participant’s date of death.

     (c)  Joint and 100% Survivor Annuity . In the event that the Joint and 100% Survivor Annuity has commenced and both the Participant and the Contingent Annuitant die prior to receiving at least 120 monthly installment payments in the aggregate, the Bank shall pay the present value (using the Discount Rate) of the remainder of such installment payments to the Participant’s Beneficiary in a lump sum distribution no later than the first day of the second month following the Participant’s date of death.

     (d)  Joint and 50% Survivor Annuity . In the event that the Joint and 50% Survivor

Annuity has commenced and both the Participant and Contingent Annuitant die, no further payments shall be made hereunder.

ARTICLE V

PARTICIPANT’S RIGHT TO ASSETS

     The rights of the Participant, the Participant’s Beneficiary, or any other person claiming through Participant under this Plan shall be solely those of an unsecured general creditor of the Bank. The Participant, the Beneficiary of the Participant, or any other person claiming through Participant, shall only have the right to receive from the Bank those payments as specified under this Plan. The Participant, the Participant’s Beneficiary, or any other person claiming through the Participant shall have no rights or interests whatsoever in any asset of the Bank, including any insurance policies or contracts which the Bank may possess or obtain to informally fund this Plan. Any asset used or acquired by the Bank in connection with the liabilities it has assumed under this Plan, except as expressly provided, shall not be deemed to be held under any trust for the benefit of Participant or the Participant’s Beneficiary, nor shall it be considered security for the performance of the obligations of the Bank. It shall be, and remain, a general, unpledged, and unrestricted asset of the Bank.

ARTICLE VI

RESTRICTIONS UPON FUNDING

     The Bank shall have no obligation to set aside, earmark or entrust any fund or money with which to pay its obligations under this Plan. Participant, Beneficiaries of the Participant, or any successor in interest to the Participant shall be and remain simply a general creditor of the Bank in the same manner as any other creditor having a general claim for matured and unpaid compensation. The Bank reserves the absolute right, at its sole discretion, to either fund the obligations undertaken by this Plan or to refrain from funding the same and to determine the extent, nature, and method of such informal funding. Should the Bank elect to fund this Plan, in whole or in part, through the purchase of life insurance, disability policies or annuities, the Bank reserves the absolute right, in its sole discretion, to terminate such funding at any time, in whole or in part. At no time shall Participant be deemed to have any lien nor right, title or interest in or to any specific funding investment or to any assets of the Bank. If the Bank elects to invest in a life insurance, disability or annuity policy upon the life of Participant, then Participant shall assist the Bank by freely submitting to a physical examination and supplying such additional information necessary to obtain such insurance or annuities.

ARTICLE VII

ALIENABILITY AND ASSIGNMENT PROHIBITION

     Neither the Participant nor any Beneficiary under this Plan shall have any power or right to transfer, assign, anticipate, hypothecate, mortgage, commute, modify or otherwise encumber in advance any of the benefits payable hereunder, nor shall any of said benefits be subject to seizure for the payment of any debts, judgments, alimony or separate maintenance owed by Participant or the Participant’s Beneficiary, nor be transferable by operation of law in the event of bankruptcy, insolvency or otherwise. In the event Participant or any Beneficiary attempts assignment,

communication, hypothecation, transfer or disposal of the benefits hereunder, the Bank’s liabilities shall forthwith cease and terminate.

ARTICLE VIII

ADMINISTRATION

     8.1 Administration of the Plan.

     (a) The Board has delegated to the Committee, subject to those powers which the Board has reserved as described below, general authority over and responsibility for the administration and interpretation of the Plan. The Committee shall have full power and authority to interpret and construe the Plan, to make all determinations considered necessary or advisable for the administration of the Plan and any applicable trust, and the calculation of the amount of benefits payable thereunder, and to review claims for benefits under the Plan.

     (b) If the Committee deems it advisable, it shall arrange for the engagement of an actuary, legal counsel and certified public accountants (who may be counsel or accountants for the Bank), and other consultants, and make use of agents and clerical or other personnel, for purposes of the Plan. The Committee may rely upon the written opinions of such actuary, counsel, accountants, and consultants, and delegate any agent or to any other subcommittee the Committee’s authority to perform any act hereunder, including without limitations those matters involving the exercise of discretion, provided, however that such delegation shall be subject to revocation at any time at the discretion of the Committee. The Committee shall report to the Board, or to a committee designated by the Board, at such intervals as shall be specified by the Board or such designated committee, with regard to the matters for which it is responsible under the Plan.

     (c) The Committee shall consist of at least three individuals, each of whom shall be appointed by, shall remain in office at the will of, and may be removed, with or without cause, by the Board. Any Committee member may resign at any time. No Committee member shall be entitled to act on or decide any matters relating solely to such member of any of his rights or benefits under the Plan. The Committee member shall not receive any special compensation for serving in such capacity but shall be reimbursed for any reasonable expenses incurred in connection therewith. No bond or other security need to be required of the Committee or any member thereof in any jurisdiction.

     (d) The Committee shall elect or designate its own chairman, establish its own procedures and the time and place for its meetings and provide for the keeping of minutes of all meetings. Any action of the Committee may be taken upon the affirmative vote of a majority of the members at a meeting or, at the direction of its chairman, without a meeting by mail or telephone, provided that all of the Committee members are informed in writing of the vote.

     (e) All claims for benefits under the Plan shall be submitted in writing to the chairman of the Committee. Written notice of the decision on each such claim shall be furnished with reasonable promptness to the Participant or his beneficiary (the “claimant”). The claimant may request a review by the Committee of any decision denying the claim in whole or in part. Such request shall be made in writing and filed with the Committee within 30 days of such denial. A request for review shall contain all additional information which the claimant wishes the Committee to consider. The Committee may hold any hearing or conduct any independent investigation which it deems desirable to render its decision and the decision on review shall be made as soon as feasible after the Committee’s receipt of the request for review. For all purposes under the Plan, such decisions on

claims (where no review is requested) and decisions on review (where review is requested) shall be final, binding and conclusive on all interested persons as to all matters relating to the Plan. Any dispute related to this Plan, after the Committee has rendered its final decision in accordance with this subsection (e), shall be resolved in accordance with Section 8.2 below.

     (f) All expenses incurred by the Committee in its administration of the Plan shall be paid by the Bank.

     8.2 Arbitration .

     (a) Any dispute relating to this Plan, or to the breach of this Plan, arising between the Participant and the Bank shall be settled by arbitration in accordance with the commercial arbitration rules of the American Arbitration Association (“AAA”), which arbitration may be initiated by any party hereto by written notice to the other of such party’s desire to arbitrate the dispute. The arbitration proceedings, including the rendering of an award, shall take place in Boston, Massachusetts, and shall be administered by the AAA.

     (b) The arbitrator shall be appointed within 30 days of the notice of dispute, and shall be chosen by the parties from the names of available arbitrators furnished to the parties in list form by the AAA. The parties may review and reject names of available arbitrators from up to an aggregate of three lists furnished to the parties by the AAA. If, after having been furnished three lists of arbitrators, the parties cannot agree on one available arbitrator, either party may request that the AAA appoint an arbitrator to arbitrate the dispute.

     (c) The award of the arbitrator shall be final except as otherwise provided by the laws of the Commonwealth of Massachusetts and the federal laws of the United States, to the extent applicable. Judgment upon such award may be entered by the prevailing party in any state or federal court sitting in Boston, Massachusetts.

     (d) No arbitration proceedings hereunder shall be binding upon or in any way affect the interests of any party other than the Bank, or its successors and the Participant, with respect to such arbitration.

ARTICLE IX

AMENDMENT OR TERMINATION

     9.1 Amendment. The Board reserves the right to amend this Plan at any time. However, to the extent any such amendment would adversely impact the accrued benefits of any Participant, the amendment shall require the written consent of such Participant, even if the Participant is no longer employed by the Bank.

     9.2 Termination. Subject to the requirements of Code Section 409A, in the event of complete termination of the Plan, the Plan shall cease to operate and the Bank shall pay out to the Participant his or her benefit as if the Participant had Separated from Service as of the effective date of the complete termination. Such complete termination of the Plan shall occur only under the following circumstances and conditions:

     (a) The Bank may terminate the Plan within 12 months of a corporate dissolution taxed under Code Section 331, or with approval of a bankruptcy court pursuant to 11 U.S.C.

§503(b)(1)(A), provided that the amounts deferred under the Plan are included in the Participant’s gross income in the latest of (i) the calendar year in which the Plan terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the payment is administratively practicable.

     (b) The Bank may terminate the Plan by irrevocable Board action taken within the 30 days preceding a Change in Control (but not following a Change in Control), provided that the Plan shall only be treated as terminated if all substantially similar arrangements sponsored by the Bank are terminated so that the Participant and all participants under substantially similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within 12 months of the date of the termination of the arrangements.

     (c) The Bank may terminate the Plan provided that (i) the termination and liquidation does not occur proximate to a downturn in the financial health of the Bank, (ii) all arrangements sponsored by the Bank that would be aggregated with this Plan under Treasury Regulations Section 1.409A-1(c) if the Participant covered by this Plan was also covered by any of those other arrangements are also terminated; (iii) no payments other than payments that would be payable under the terms of the arrangement if the termination had not occurred are made within 12 months of the termination of the arrangement; (iv) all payments are made within 24 months of the termination of the arrangements; and (v) the Bank does not adopt a new arrangement that would be aggregated with any terminated arrangement under Treasury Regulations Section 1.409A-1(c) if the Participant participated in both arrangements, at any time within 3 years following the date of termination of the arrangement.

ARTICLE X

MISCELLANEOUS

     10.1 No Effect on Employment Rights. Nothing contained herein shall confer upon any Participant the right to be retained in the service of the Bank nor limit the right of the Bank to discharge or otherwise deal with Participant without regard to the existence of this Plan.

     10.2 Governing Law. The Plan is established under, and will be construed according to, the laws of the Commonwealth of Massachusetts, to the extent that such laws are not preempted by ERISA.

     10.3 Severability. In the event that any provision of this Plan is held to be inoperative or invalid by any court of competent jurisdiction, then: (1) insofar as is reasonable, effect will be given to the intent manifested in such provision, and (2) the validity and enforceability of the remaining provisions will not be affected thereby.

     10.4 Establishment of Rabbi Trust. The Bank may, but is not obligated to, establish a rabbi trust into which the Bank may contribute assets which shall be held therein, subject to the claims of the Bank’s creditors in the event of the Bank’s insolvency, until the contributed assets are paid to Participants and their Beneficiaries in such manner and at such times as specified in this Plan.

     10.5 Tax Withholding and Payment of Code Section 409A Taxes. The Bank may withhold from any benefit payable under this Plan all federal, state, city, income, employment or other taxes as shall be required pursuant to any law or governmental regulation then in effect. Moreover, the Plan shall permit the acceleration of the time or schedule of a payment to pay

employment related taxes as permitted under Treasury Regulation Section 1.409A-3(j) or to pay any taxes that may become due at any time that the arrangement fails to meet the requirements of Code Section 409A and the regulations and other guidance promulgated thereunder. In the latter case, such payments shall not exceed the amount required to be included in income as the result of the failure to comply with the requirements of Code Section 409A.

     10.6 Acceleration of Payments. Except as specifically permitted herein or in other sections of this Plan, no acceleration of the time or schedule of any payment may be made hereunder. Notwithstanding the foregoing, payments may be accelerated hereunder by the Bank, in accordance with the provisions of Treasury Regulation Section 1.409A-3(j)(4) and any subsequent guidance issued by the United States Treasury Department. Accordingly, payments may be accelerated, in accordance with requirements and conditions of the Treasury Regulations (or subsequent guidance) in the following circumstances: (i) as a result of certain domestic relations orders; (ii) in compliance with ethics agreements with the Federal government; (iii) in compliance with ethics laws or conflicts of interest laws; (iv) in limited cash-outs (but not in excess of the limit under Code Section 402(g)(1)(B)); (v) in the case of certain distributions to avoid a non-allocation year under Code Section 409(p); (vi) to apply certain offsets in satisfaction of a debt of the Participant to the Bank; (vii) in satisfaction of certain bona fide disputes between the Participant and the Bank; or (viii) for any other purpose set forth in the Treasury Regulations and subsequent guidance.

     10.7 Required Provision . Any payments made to the Participant pursuant to this Plan, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. § 1828(k) and any regulations promulgated thereunder.

     10.8 Entire Agreement. This Plan sets forth the entire understanding of the parties hereto with respect to the transactions contemplated hereby, and any previous agreements or understandings between the parties hereto regarding the subject matter hereof are merged into and superseded by this Plan.

     10.9 Successor and Assigns . The Bank shall require any successor or assignee, whether direct or indirect, by purchase, merger, consolidation or otherwise, to all or substantially all the business or assets of the Bank, expressly and unconditionally to assume and agree to perform the Bank’s obligations under this Plan, in the same manner and to the same extent that the Bank would be required to perform if no such succession or assignment had taken place.

[Signature Page to Follow]

      IN WITNESS WHEREOF , the Bank has caused this Plan to be executed on the date set forth below.

				ROCKLAND TRUST COMPANY
				By:
Date

EXHIBIT 1

ROCKLAND TRUST COMPANY
AMENDED AND RESTATED
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
PARTICIPATION AGREEMENT

Participant Name :		Participation Date:
Date of Birth:		Retirement Date:

Retirement Benefit . I understand that I am entitled to receive my Retirement Benefit upon my Separation from Service on or after my Retirement Date. My Retirement Benefit is an annual benefit equal to $                                           , payable as a 10 Year Certain Single Life Annuity (as defined in the Plan). I understand that I have the right to elect an alternative form of payment of my Retirement Benefit in accordance with the Distribution Election Form (as attached to the Plan as Exhibit 2).

Termination Benefit . I understand that I am entitled to receive a reduced benefit if I Separate from Service before my Retirement Date. My Termination Benefit shall equal my vested Retirement Benefit multiplied by a fraction (not to exceed one) the numerator of which is the total number of my Years of Service as of the date of my Separation from Service, and the denominator of which is my Years of Service which would have accrued if I was employed with the Bank until my Retirement Date. I understand that if my Separation from Service is contingent upon a Change in Control, the fraction hereunder shall be determined by adding 3 years to the numerator. My Termination Benefit shall commence on the first day of the second month following my Retirement Date and shall be payable as a 10 Year Certain Single Life Annuity. I understand that I have the right to elect an alternative form of payment of my Termination Benefit in accordance with the Distribution Election Form.

Disability Benefit . I understand that I am entitled to my Disability Benefit in the event that I am determined to be Disabled. My Disability Benefit shall commence one the first day of the second month following the date on which I am determined to be Disabled and shall be payable as a 10 Year Certain Single Life Annuity. I understand that I have the right to elect an alternative form of payment of my Disability Benefit in accordance with the Distribution Election Form.

				ROCKLAND TRUST COMPANY
				By:
Date
				PARTICIPANT
Date

EXHIBIT 2

ROCKLAND TRUST COMPANY
AMENDED AND RESTATED
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
DISTRIBUTION ELECTION FORM

Print Name : _________________________________________________________

FORM OF PAYMENT DISTRIBUTION ELECTION

Instructions : The Plan provides that you can elect to be paid your Retirement Benefit, Termination Benefit, and Disability Benefit in any of the following distribution options: (i) 10 Year Certain Single Life Annuity; (ii) Single Life Annuity; (iii) Joint and 100% Survivor Annuity with a 10 year certain; or (iv) Joint and 50% Survivor Annuity. Your elections below are revocable at any time until your benefit payments begin , provided that you timely file a Change of Distribution Options Form (attached to the Plan as Exhibit 3) with the Bank. For example, if you elect to be paid your Retirement Benefit as a Joint and 100% Survivor Annuity and your Contingent Annuitant dies before you start receiving payments, you are permitted to pick a different form of benefit or change your Contingent Annuitant. However, if you or your Contingent Annuitant die after payments have commenced, you are prohibited from changing the payment of your Retirement Benefit to a different form.

Retirement Benefit . I hereby elect that my Retirement Benefit will be paid in the following manner,

			o 10 Year Certain Single Life Annuity.
			o Single Life Annuity.
			o Joint and 100% Survivor Annuity with a 10 year certain.
			o Joint and 50% Survivor Annuity.

Termination Benefit . I hereby elect that my Termination Benefit will be paid in the following manner,

			o 10 Year Certain Single Life Annuity.
			o Single Life Annuity.
			o Joint and 100% Survivor Annuity with a 10 year certain.
			o Joint and 50% Survivor Annuity.

Disability Benefit . I hereby elect that my Disability Benefit will be paid in the following manner,

			o 10 Year Certain Single Life Annuity.
			o Single Life Annuity.
			o Joint and 100% Survivor Annuity with a 10 year certain.
			o Joint and 50% Survivor Annuity.

				PARTICIPANT
Date
				ACCEPTED AND AGREED TO: ROCKLAND TRUST COMPANY
				By:
Date

EXHIBIT 3

ROCKLAND TRUST COMPANY
AMENDED AND RESTATED
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
CHANGE OF DISTRIBUTION OPTIONS FORM

Instructions : If you are a participant in the Plan and you previously filed a Distribution Election Form (attached to the Plan as Exhibit 2) with the Bank in which you elected the form of payment of your benefits under the Plan, you can use this Change of Distribution Options Form to change your previous distribution elections with respect to the form of payment but not with respect to the time of payment, provided that this Change of Distribution Options Form is filed with the Bank prior to the commencement date of the payment of your benefits under the Plan.

Print Name : ______________________________________________________

The Plan provides that I can elect to be paid my Retirement Benefit, Termination Benefit, and Disability Benefit among the following distribution options: (i) 10 Year Certain Single Life Annuity; (ii) Single Life Annuity; (iii) Joint and 100% Survivor Annuity with a 10 year certain; and (iv) Joint and 50% Survivor Annuity. I previously filed an election with the Bank to receive my benefits in one of these forms, and I now wish to change my distribution option by completing this Change of Distribution Options Form. I understand that my election to change the form of payment of my Retirement Benefit, Termination Benefit, and Disability Benefit will not be considered a change in the form of payment under Treasury Regulation Section 1.409A-2(b)(2)(ii) since all annuities payable are actuarially equivalent and have been determined by applying the reasonable actuarial assumptions.

FORM OF PAYMENT ELECTION

Retirement Benefit . I hereby elect that my Retirement Benefit will be paid in the following manner,

			o 10 Year Certain Single Life Annuity.
			o Single Life Annuity.
			o Joint and 100% Survivor Annuity with a 10 year certain.
			o Joint and 50% Survivor Annuity.

Termination Benefit . I hereby elect that my Termination Benefit will be paid in the following manner,

			o 10 Year Certain Single Life Annuity.
			o Single Life Annuity.
			o Joint and 100% Survivor Annuity with a 10 year certain.
			o Joint and 50% Survivor Annuity.

Disability Benefit . I hereby elect that my Disability Benefit will be paid in the following manner,

			o 10 Year Certain Single Life Annuity.
			o Single Life Annuity.
			o Joint and 100% Survivor Annuity with a 10 year certain.
			o Joint and 50% Survivor Annuity.

				PARTICIPANT
Date
				ACCEPTED AND AGREED TO: ROCKLAND TRUST COMPANY
				By:
Date

EXHIBIT 4

ROCKLAND TRUST COMPANY
AMENDED AND RESTATED
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
BENEFICIARY DESIGNATION FORM

Instructions : Please use this Beneficiary Designation Form to designate the person that is entitled to your death benefit under the Plan. You can only choose to have one person as your Contingent Annuitant. Your Contingent Annuitant will be your primary beneficiary and will be entitled to your death benefits under the Plan. If you elect to be paid your benefits in the form of either a 100% or 50% Joint and Survivor Annuity, the actuarial calculation of the amount of such annuities will be based solely on the life of your Contingent Annuitant as designated below . Furthermore, as permitted under the Plan, all remaining death benefits that you are entitled to after the death of yourself and your Contingent Annuitant shall be paid to your Secondary Beneficiary(ies) as designated below.

Participant Name: ___________________________________________________________

I hereby designate the following Contingent Annuitant to receive my death benefits under the Plan. I understand that this person will be my primary beneficiary.

CONTINGENT ANNUITANT/PRIMARY BENEFICIARY:

Name: _______________________________________________________________________________

Date of Birth: _________________________________________________________________________

Address: _____________________________________________________________________________

SSN: ________________________________________________________________________________

I hereby designate the following Beneficiary(ies) to receive any death benefits under the Plan, as applicable, after the death of myself and my Contingent Annuitant.

Name: ___________________________________           % of Benefit: ____________________________

This Beneficiary Designation hereby revokes any prior Beneficiary Designation which may have been in effect and this Beneficiary Designation is revocable .

Date		Participant

EXHIBIT 1

ROCKLAND TRUST COMPANY
AMENDED AND RESTATED
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
PARTICIPATION AGREEMENT

Participant Name : Raymond G. Fuerschbach		Participation Date: 09/05/2003
Date of Birth: 10/07/1950		Retirement Date: 11/01/2015

Retirement Benefit . I understand that I am entitled to receive my Retirement Benefit upon my Separation from Service on or after my Retirement Date. My Retirement Benefit is an annual benefit equal to $29,866 , payable as a 10 Year Certain Single Life Annuity (as defined in the Plan). I understand that I have the right to elect an alternative form of payment of my Retirement Benefit in accordance with the Distribution Election Form (as attached to the Plan as Exhibit 2).

Termination Benefit . I understand that I am entitled to receive a reduced benefit if I Separate from Service before my Retirement Date. My Termination Benefit shall equal my vested Retirement Benefit multiplied by a fraction (not to exceed one) the numerator of which is the total number of my Years of Service as of the date of my Separation from Service, and the denominator of which is my Years of Service which would have accrued if I was employed with the Bank until my Retirement Date. I understand that if my Separation from Service is contingent upon a Change in Control, the fraction hereunder shall be determined by adding 3 years to the numerator. My Termination Benefit shall commence on the first day of the second month following my Retirement Date and shall be payable as a 10 Year Certain Single Life Annuity. I understand that I have the right to elect an alternative form of payment of my Termination Benefit in accordance with the Distribution Election Form.

Disability Benefit . I understand that I am entitled to my Disability Benefit in the event that I am determined to be Disabled. My Disability Benefit shall commence one the first day of the second month following the date on which I am determined to be Disabled and shall be payable as a 10 Year Certain Single Life Annuity. I understand that I have the right to elect an alternative form of payment of my Disability Benefit in accordance with the Distribution Election Form.

				ROCKLAND TRUST COMPANY
				By:
Date
				PARTICIPANT
Date

EXHIBIT 1

ROCKLAND TRUST COMPANY
AMENDED AND RESTATED
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
PARTICIPATION AGREEMENT

Participant Name : Denis K. Sheahan		Participation Date: 09/05/2003
Date of Birth: 04/30/1965		Retirement Date: 05/01/2030

Retirement Benefit . I understand that I am entitled to receive my Retirement Benefit upon my Separation from Service on or after my Retirement Date. My Retirement Benefit is an annual benefit equal to $268,019 , payable as a 10 Year Certain Single Life Annuity (as defined in the Plan). I understand that I have the right to elect an alternative form of payment of my Retirement Benefit in accordance with the Distribution Election Form (as attached to the Plan as Exhibit 2).

Termination Benefit . I understand that I am entitled to receive a reduced benefit if I Separate from Service before my Retirement Date. My Termination Benefit shall equal my vested Retirement Benefit multiplied by a fraction (not to exceed one) the numerator of which is the total number of my Years of Service as of the date of my Separation from Service, and the denominator of which is my Years of Service which would have accrued if I was employed with the Bank until my Retirement Date. I understand that if my Separation from Service is contingent upon a Change in Control, the fraction hereunder shall be determined by adding 3 years to the numerator. My Termination Benefit shall commence on the first day of the second month following my Retirement Date and shall be payable as a 10 Year Certain Single Life Annuity. I understand that I have the right to elect an alternative form of payment of my Termination Benefit in accordance with the Distribution Election Form.

Disability Benefit . I understand that I am entitled to my Disability Benefit in the event that I am determined to be Disabled. My Disability Benefit shall commence one the first day of the second month following the date on which I am determined to be Disabled and shall be payable as a 10 Year Certain Single Life Annuity. I understand that I have the right to elect an alternative form of payment of my Disability Benefit in accordance with the Distribution Election Form.

				ROCKLAND TRUST COMPANY
				By:
Date
				PARTICIPANT
Date

EXHIBIT 1

ROCKLAND TRUST COMPANY
AMENDED AND RESTATED
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
PARTICIPATION AGREEMENT

Participant Name : Edward H. Seksay		Participation Date: 09/05/2003
Date of Birth: 01/13/1958		Retirement Date: 01/13/2023

Retirement Benefit . I understand that I am entitled to receive my Retirement Benefit upon my Separation from Service on or after my Retirement Date. My Retirement Benefit is an annual benefit equal to $119,753 , payable as a 10 Year Certain Single Life Annuity (as defined in the Plan). I understand that I have the right to elect an alternative form of payment of my Retirement Benefit in accordance with the Distribution Election Form (as attached to the Plan as Exhibit 2).

Termination Benefit . I understand that I am entitled to receive a reduced benefit if I Separate from Service before my Retirement Date. My Termination Benefit shall equal my vested Retirement Benefit multiplied by a fraction (not to exceed one) the numerator of which is the total number of my Years of Service as of the date of my Separation from Service, and the denominator of which is my Years of Service which would have accrued if I was employed with the Bank until my Retirement Date. I understand that if my Separation from Service is contingent upon a Change in Control, the fraction hereunder shall be determined by adding 3 years to the numerator. My Termination Benefit shall commence on the first day of the second month following my Retirement Date and shall be payable as a 10 Year Certain Single Life Annuity. I understand that I have the right to elect an alternative form of payment of my Termination Benefit in accordance with the Distribution Election Form.

Disability Benefit . I understand that I am entitled to my Disability Benefit in the event that I am determined to be Disabled. My Disability Benefit shall commence one the first day of the second month following the date on which I am determined to be Disabled and shall be payable as a 10 Year Certain Single Life Annuity. I understand that I have the right to elect an alternative form of payment of my Disability Benefit in accordance with the Distribution Election Form.

				ROCKLAND TRUST COMPANY
				By:
Date
				PARTICIPANT
Date

EXHIBIT 1

ROCKLAND TRUST COMPANY
AMENDED AND RESTATED
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
PARTICIPATION AGREEMENT

Participant Name : Edward F. Jankowski		Participation Date: 09/05/2003
Date of Birth: 05/28/1950		Retirement Date: 05/28/2015

Retirement Benefit . I understand that I am entitled to receive my Retirement Benefit upon my Separation from Service on or after my Retirement Date. My Retirement Benefit is an annual benefit equal to $8,891 , payable as a 10 Year Certain Single Life Annuity (as defined in the Plan). I understand that I have the right to elect an alternative form of payment of my Retirement Benefit in accordance with the Distribution Election Form (as attached to the Plan as Exhibit 2).

Termination Benefit . I understand that I am entitled to receive a reduced benefit if I Separate from Service before my Retirement Date. My Termination Benefit shall equal my vested Retirement Benefit multiplied by a fraction (not to exceed one) the numerator of which is the total number of my Years of Service as of the date of my Separation from Service, and the denominator of which is my Years of Service which would have accrued if I was employed with the Bank until my Retirement Date. I understand that if my Separation from Service is contingent upon a Change in Control, the fraction hereunder shall be determined by adding 3 years to the numerator. My Termination Benefit shall commence on the first day of the second month following my Retirement Date and shall be payable as a 10 Year Certain Single Life Annuity. I understand that I have the right to elect an alternative form of payment of my Termination Benefit in accordance with the Distribution Election Form.

Disability Benefit . I understand that I am entitled to my Disability Benefit in the event that I am determined to be Disabled. My Disability Benefit shall commence one the first day of the second month following the date on which I am determined to be Disabled and shall be payable as a 10 Year Certain Single Life Annuity. I understand that I have the right to elect an alternative form of payment of my Disability Benefit in accordance with the Distribution Election Form.

				ROCKLAND TRUST COMPANY
				By:
Date
				PARTICIPANT
Date

EXHIBIT 1

ROCKLAND TRUST COMPANY
AMENDED AND RESTATED
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
PARTICIPATION AGREEMENT

Participant Name : Christopher Oddleifson		Participation Date: 01/22/2004
Date of Birth: 07/08/1958		Retirement Date: 07/08/2023

Retirement Benefit . I understand that I am entitled to receive my Retirement Benefit upon my Separation from Service on or after my Retirement Date. My Retirement Benefit is an annual benefit equal to $410,958 , payable as a 10 Year Certain Single Life Annuity (as defined in the Plan). I understand that I have the right to elect an alternative form of payment of my Retirement Benefit in accordance with the Distribution Election Form (as attached to the Plan as Exhibit 2).

Termination Benefit . I understand that I am entitled to receive a reduced benefit if I Separate from Service before my Retirement Date. My Termination Benefit shall equal my vested Retirement Benefit multiplied by a fraction (not to exceed one) the numerator of which is the total number of my Years of Service as of the date of my Separation from Service, and the denominator of which is my Years of Service which would have accrued if I was employed with the Bank until my Retirement Date. I understand that if my Separation from Service is contingent upon a Change in Control, the fraction hereunder shall be determined by adding 3 years to the numerator. My Termination Benefit shall commence on the first day of the second month following my Retirement Date and shall be payable as a 10 Year Certain Single Life Annuity. I understand that I have the right to elect an alternative form of payment of my Termination Benefit in accordance with the Distribution Election Form.

Disability Benefit . I understand that I am entitled to my Disability Benefit in the event that I am determined to be Disabled. My Disability Benefit shall commence one the first day of the second month following the date on which I am determined to be Disabled and shall be payable as a 10 Year Certain Single Life Annuity. I understand that I have the right to elect an alternative form of payment of my Disability Benefit in accordance with the Distribution Election Form.

				ROCKLAND TRUST COMPANY
				By:
Date
				PARTICIPANT
Date

EXHIBIT 1

ROCKLAND TRUST COMPANY
AMENDED AND RESTATED
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
PARTICIPATION AGREEMENT

Participant Name : Jane L. Lundquist		Participation Date: 7/19/2004
Date of Birth: 08/25/1953		Retirement Date: 08/25/2018

Retirement Benefit . I understand that I am entitled to receive my Retirement Benefit upon my Separation from Service on or after my Retirement Date. My Retirement Benefit is an annual benefit equal to $33,855 , payable as a 10 Year Certain Single Life Annuity (as defined in the Plan). I understand that I have the right to elect an alternative form of payment of my Retirement Benefit in accordance with the Distribution Election Form (as attached to the Plan as Exhibit 2).

Termination Benefit . I understand that I am entitled to receive a reduced benefit if I Separate from Service before my Retirement Date. My Termination Benefit shall equal my vested Retirement Benefit multiplied by a fraction (not to exceed one) the numerator of which is the total number of my Years of Service as of the date of my Separation from Service, and the denominator of which is my Years of Service which would have accrued if I was employed with the Bank until my Retirement Date. I understand that if my Separation from Service is contingent upon a Change in Control, the fraction hereunder shall be determined by adding 3 years to the numerator. My Termination Benefit shall commence on the first day of the second month following my Retirement Date and shall be payable as a 10 Year Certain Single Life Annuity. I understand that I have the right to elect an alternative form of payment of my Termination Benefit in accordance with the Distribution Election Form.

Disability Benefit . I understand that I am entitled to my Disability Benefit in the event that I am determined to be Disabled. My Disability Benefit shall commence one the first day of the second month following the date on which I am determined to be Disabled and shall be payable as a 10 Year Certain Single Life Annuity. I understand that I have the right to elect an alternative form of payment of my Disability Benefit in accordance with the Distribution Election Form.

				ROCKLAND TRUST COMPANY
				By:
Date
				PARTICIPANT
Date

EXHIBIT 1

ROCKLAND TRUST COMPANY
AMENDED AND RESTATED
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
PARTICIPATION AGREEMENT

Participant Name : Gerald F. Nadeau		Participation Date: 12/13/2007
Date of Birth: 01/07/1959		Retirement Date: 02/01/2024

Retirement Benefit . I understand that I am entitled to receive my Retirement Benefit upon my Separation from Service on or after my Retirement Date. My Retirement Benefit is an annual benefit equal to $142,087 , payable as a 10 Year Certain Single Life Annuity (as defined in the Plan). I understand that I have the right to elect an alternative form of payment of my Retirement Benefit in accordance with the Distribution Election Form (as attached to the Plan as Exhibit 2).

Termination Benefit . I understand that I am entitled to receive a reduced benefit if I Separate from Service before my Retirement Date. My Termination Benefit shall equal my vested Retirement Benefit multiplied by a fraction (not to exceed one) the numerator of which is the total number of my Years of Service as of the date of my Separation from Service, and the denominator of which is my Years of Service which would have accrued if I was employed with the Bank until my Retirement Date. I understand that if my Separation from Service is contingent upon a Change in Control, the fraction hereunder shall be determined by adding 3 years to the numerator. My Termination Benefit shall commence on the first day of the second month following my Retirement Date and shall be payable as a 10 Year Certain Single Life Annuity. I understand that I have the right to elect an alternative form of payment of my Termination Benefit in accordance with the Distribution Election Form.

Disability Benefit . I understand that I am entitled to my Disability Benefit in the event that I am determined to be Disabled. My Disability Benefit shall commence one the first day of the second month following the date on which I am determined to be Disabled and shall be payable as a 10 Year Certain Single Life Annuity. I understand that I have the right to elect an alternative form of payment of my Disability Benefit in accordance with the Distribution Election Form.

				ROCKLAND TRUST COMPANY
				By:
Date
				PARTICIPANT
Date