X0202 4 2004-07-16 1 0001027280 FALMOUTH BANCORP INC FCB 0001220090 NOLAN JACQUELINE B 140 ELM STREET FALMOUTH MA 02540 0 1 0 0 Vice President Common Stock, par value, $.01 per share 2004-07-16 4 D 0 2643 0 D 0 I See Note (2). Common Stock, par value, $.01 per share 2004-07-16 4 D 0 100 0 D 0 I IRA Common Stock, par value, $.01 per share 2004-07-16 4 D 0 58 0 D 0 D Common Stock, par value, $.01 per share 2004-07-16 4 D 0 474 0 D 0 D Stock Options-Right to Buy 22 2004-07-16 4 D 0 1000 0 D 2004-06-07 2012-03-19 Common Stock 1000 0 D Pursuant to the merger among Independent Bank Corp. ("Independent"), INDB Sub, Inc. and Falmouth Bancorp, Inc. (the "Issuer"), each share of the Issuer's common stock was converted into the right to receive either $38.00 in cash or 1.28 shares of Independent common stock, plus cash in lieu of any fractional share interest, subject to the allocation and proration provisions of the Amended and Restated Agreement and Plan of Merger, dated April 26, 2004. Reflects the number of shares allocated to the reporting person's account under the Falmouth Bancorp, Inc. Employee Stock Ownership Plan ("ESOP") as of September 30, 2002. Pursuant to Rule 16a-3(f)(l)(i)(B), this nondiscretionary transaction occurring under the ESOP, a tax qualified plan, is exempt from the reporting requirements of Section 16(a) of the Securities Exchange Act, as amended. Reflects stock options granted to the reporting person under the 1997 Stock Option Plan for Outside Directors, Officers and Employees of Falmouth Bancorp, Inc. All options vested as of June 7, 2004 pursuant to the accelerated vesting provisions of the option's agreement for changes in control. The options were cancelled in connection with the merger among Independent Bank Corp., INDB Sub, Inc. and Falmouth Bancorp, Inc. in exchange for a cash payment of $38.00 per share. Joint with spouse. /s/ Santo P. Pasqualucci for Jacqueline B. Nolan, by power of attorney 2004-07-16