X0202 4 2004-07-16 1 0001027280 FALMOUTH BANCORP INC FCB 0001220102 LAMSON WAYNE C 21 GREENGATE ROAD FALMOUTH MA 02540 1 0 0 0 Common Stock, par value, $.01 per share 2004-07-16 4 D 0 1646 0 D 0 D Stock Options-Right to Buy 15 2004-07-16 4 D 0 2381 0 D 2004-06-07 2009-05-19 Common Stock 2381 0 D Stock Options-Right to Buy 22 2004-07-16 4 D 0 250 0 D 2004-06-07 2012-03-19 Common Stock 250 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 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 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. /s/ Santo P. Pasqualucci for Wayne C. Lamson, by power of attorney 2004-07-16