THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Independent Bank Corp. (INDB)

3/3/2006 Proxy Information

Since January 1, 2005, neither the Company nor Rockland Trust has been a party to any transaction or series of transactions in which the amount involved exceeded $60,000 and which any director, executive officer, or holder of more than 5% of our stock had or will have a direct or indirect material interest other than:

• standard compensation arrangements described below under “Summary Compensation Table and Stock Option Grants” and “Employment Agreements”; and,

• the transactions described below.

In August 1989 A.W. Perry, Inc., a real estate developer (“A.W. Perry”), and Rockland Trust entered into a joint venture to develop a three story office building containing approximately 22,000 square feet on a parcel of land in Hanover, Massachusetts (the “Hanover Building”). A.W. Perry and Rockland Trust each had a fifty percent (50%) interest in that joint venture. In 1990, when construction was complete, Rockland Trust entered into a long term lease for a substantial portion of the Hanover Building. Pursuant to that lease, as amended, Rockland Trust currently occupies, as a tenant, approximately 15,000 square feet in the Hanover Building. During 2005 Rockland Trust paid approximately $333,371 in rent to the landlord for the Hanover Building, an entity in which — due to the joint venture — A.W. Perry and Rockland Trust each have a fifty percent (50%) interest. Directors Thomas J. Teuten and John H. Spurr, Jr. are, respectively, Chairman of the Board and President of A.W. Perry. The total rent that Rockland Trust paid during the past year to the landlord for the Hanover Building does not exceed five percent (5%) of A.W. Perry’s 2005 consolidated gross revenues.

During 2005 Rockland Trust paid approximately $110,732 in rent for its Plymouth Route 44 bank branch to a landlord known as the MFS Realty Trust, a Massachusetts nominee realty trust. Director Robert D. Sullivan is one of the four Trustees of the MFS Realty Trust. Director Sullivan does not currently have a direct beneficial interest in the MFS Realty Trust.

During 2005 Rockland Trust paid approximately $60,274 in rent for its Norwell bank branch to the Route 53 Realty Trust, a Massachusetts nominee realty trust. Director Robert D. Sullivan is one of the Trustees of, and a one-third beneficiary of, the Route 53 Realty Trust.

During 2005 Rockland Trust paid an approximate total of $71,591 to Tedeschi Realty Corporation, comprised of separate payments of: $57,500 in rent for its North Plymouth bank branch; and, $14,091 paid by Rockland Trust, in its capacity as the condominium unit owner of its Hanover bank branch, for common area maintenance charges. Director Brian S. Tedeschi is the Chairman of the Board of Directors of Tedeschi Realty Corporation.

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

Some of the directors and executive officers of the Company, as well as members of their immediate families and the companies, organizations, trusts, and other entities with which they are associated, are, or during 2005 were, also customers of Rockland Trust in the ordinary course of business, or had loans outstanding during 2005, including loans of $60,000 or more, and it is anticipated that such persons and their associates will continue to be customers of and indebted to Rockland Trust in the future. All such loans were made in the ordinary course of business, did not involve more than normal risk of collectibility or present other unfavorable features, were made on substantially the same terms, including interest rates and collateral, as those prevailing at the same time for comparable transactions with unaffiliated persons and, where required by law, were prior approved by the Rockland Trust Board. At December 31, 2005, such loans amounted to approximately $20.9 million (9.17% of total shareholders’ equity). None of these loans to directors, executive officers, or their associates are nonperforming.