Independent Bank Corp. and Benjamin Franklin Bancorp, Inc. Sign Definitive Merger Agreement for Acquisition of Benjamin Franklin Bancorp, Inc

Business Wire, Nov 9, 2008

ROCKLAND, Mass. & FRANKLIN, Mass. -- Independent Bank Corp. (NASDAQ: INDB), parent of Rockland Trust Company, and Benjamin Franklin Bancorp, Inc. (NASDAQ: BFBC), parent of Benjamin Franklin Bank, jointly announced today the signing of a definitive agreement under which Independent Bank Corp. will acquire Benjamin Franklin Bancorp.

"Benjamin Franklin Bank is a strong, growing company, in sound financial condition, which has built a tremendous franchise in its over 135 year history," said Christopher Oddleifson, the President and Chief Executive Officer of Rockland Trust. "This transaction is a combination of strength between two well-run Massachusetts banks and is consistent with our core growth strategy as it permits Rockland Trust to expand into contiguous, attractive, local markets. We are extremely pleased to welcome Benjamin Franklin Bank customers and employees to Rockland Trust."

"This transaction will provide many benefits to our customers and is in the best interests of our shareholders because it creates a combined company with considerable franchise value and growth potential," said Thomas R. Venables, the President and CEO of Benjamin Franklin Bank. "Rockland Trust and Benjamin Franklin Bank are both deeply commited to their customers, employees, and the communities they serve. Benjamin Franklin Bank customers will continue to receive the same, high degree of personal service to which they are accustomed while looking forward to the greater range of products and services offered by Rockland Trust."

Under the terms of the agreement, each issued and outstanding share of Benjamin Franklin Bancorp. common stock will be converted into 0.59 shares of Independent Bank Corp. common stock. Based upon Independent Bank Corp.'s $26.73 per share closing price on November 7, 2008, the transaction is valued at $15.77 per share of Benjamin Franklin Bancorp, Inc. common stock or approximately $125 million in the aggregate. The transaction is intended to qualify as a tax-free reorganization for federal income tax purposes. The agreement provides that, effective as of and contingent upon the merger, Independent Bank Corp. will add Mr. Venables and two other Benjamin Franklin representatives to its board of directors.

The transaction has been approved by the boards of directors of each company, and is subject to certain conditions, including receipt of required regulatory approvals and approval by the shareholders of both Independent Bank Corp. and Benjamin Franklin Bancorp. and other standard conditions. The parties currently anticipate that the closing of the transaction will likely occur in the second quarter of 2009. Independent Bank Corp. anticipates that the transaction will be accretive to 2009 earnings before acquisition transaction charges.

Independent Bank Corp. was advised by Robert W. Baird & Co. Incorporated, with Mark C. Micklem as lead investment banker, and used Hogan & Hartson LLP, with lead attorney Richard A Schaberg, Esq., as its legal counsel for the transaction. Benjamin Franklin Bancorp was advised by Keefe, Bruyette & Woods, Inc., with Benjamin H. Saunders as lead investment banker, and its legal counsel was Foley Hoag LLP with lead attorney Carol Hempfling Pratt, Esq.

Mr. Oddleifson, President and Chief Executive Officer, and Denis K. Sheahan, Chief Financial Officer of Independent Bank Corp., will host a conference call to discuss the transaction at 8:30 a.m. Eastern Time on Monday, November 10, 2008. Internet access to the call is available at http://www.RocklandTrust.com or by telephonic access by dial-in at 1-800-860-2442 reference: INDB. A replay of the call will be available by calling 1-877-344-7529, Conference Number: 425368. The web cast replay will be available until November 10, 2009 and the telephone replay will be available until 9:00 a.m. Eastern Time on November 25, 2008. An investor presentation regarding the transaction will be available at http://www.RocklandTrust.com.

About Independent Bank Corp.

Independent Bank Corp.'s sole bank subsidiary Rockland Trust Company currently has approximately $3.5 billion in assets. Rockland Trust offers commercial banking, retail banking, and investment management services from: 61 retail branches, 10 commercial lending centers, and 5 mortgage origination offices located throughout southeastern Massachusetts and on Cape Cod; and, from 4 investment management offices located throughout southeastern Massachusetts, on Cape Cod, and in Rhode Island. To find out more about the products and services available at Rockland Trust, please visit https://www.rocklandtrust.com.

About Benjamin Franklin Bancorp.

Benjamin Franklin Bancorp, Inc.'s sole bank subsidiary Benjamin Franklin Bank currently has approximately $1 billion in assets. Benjamin Franklin Bank is a full-service community bank with offices in Franklin (2), Bellingham, Foxborough, Medfield, Milford, Newtonville, Waltham (2), Watertown, and Wellesley. To find out more about the products and services available at Benjamin Franklin Bank, please visit https://www.BankWithBen.com.