X0202 4 2004-07-16 1 0001027280 FALMOUTH BANCORP INC FCB 0001220101 NEWMAN HENRY D III 25 PONTIAC LANE FALMOUTH MA 02540 1 0 0 0 Common Stock, par value, $.01 per share 2004-07-16 4 D 0 1000 0 D 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. /s/ Santo P. Pasqualucci for Henry D. Newman, III, by power of attorney 2004-07-16