Fitch Affirms Independent Bank Corp.'s 'BB+' L-T Rtg; Assigns S-T Rating 'B'.

Business Editors

Fitch Ratings affirms its current long-term rating for Independent Bank Corp. (INDB) at 'BB+' and assigns a short-term rating of 'B', all other ratings are affirmed. INDB's Rating Outlook is Stable. Fitch also assigned new ratings to Rockland Trust Company. A complete roster of assigned ratings for INDB and its bank subsidiary are included below.

The affirmation reflects INDB's relatively consistent financial profile. The acquisition of 16 former FleetBoston branches during late 2000 deepened the company's foothold in southeastern Massachusetts, and somewhat enhanced INDB's 2001 performance metrics. The branch acquisition expanded the company's deposit funding base by adding low cost core deposits and boosted loan yields by adding higher yielding commercial loans. Offsetting, the branch acquisition compressed the company's tangible equity position (tangible equity/tangible assets was 4.68% at 3/31/02), and expanded the company's cost base, specifically related to the additional staffing and infrastructure support expenses.

Although INDB's loan portfolio is heavily weighted in higher yielding commercial real estate and indirect automobile loans, which are generally considered riskier loan categories, the company has kept portfolio credit costs low and asset quality sound. However, the company's modestly sized and somewhat concentrated corporate securities portfolio (currently investment grade, excluding WorldCom) evidenced increased market risk and reflected a material decline in value, due specifically to the diminishing value of one of its holdings. INDB recently announced that it would take a 2Q02 $4.4mln (pre-tax) charge related to its distressed $5.1mln WorldCom bond investment. That said, overall market risk remains modest as the corporate securities portfolio represents only a minor component (approximately 2%) of INDB's total investment portfolio, which consists overwhelmingly of agency MBS, bullets and CMOs. In the intermediate term, as with other financial institutions, Fitch does not expect asset quality metrics to remain at their current strong levels and would anticipate some modest deterioration in asset quality. INDB's capital position is adequate, although INDB's level of tangible common equity is somewhat limiting. That said, future earnings generation and retention should expand tangible common equity to a more comfortable level going forward.

Independent Bank Corp.

--Short-term 'B';

--Long-term 'BB+';

--Individual 'B/C';

--Support '5';

--Rating Outlook Stable.

Rockland Trust Company

--Short-term 'B';

--Short-term deposit 'F3';

--Long-term 'BB+';

--Long-term deposit 'BBB-';

--Individual 'B/C';

--Support '5';

--Rating Outlook Stable.