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                                                                    EXHIBIT 4.4








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                              DECLARATION OF TRUST


                          INDEPENDENT CAPITAL TRUST III


                          DATED AS OF OCTOBER 30, 2001


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                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                        PAGE
<S>           <C>                                                                                       <C>
                                    ARTICLE I
                                   DEFINITIONS

SECTION 1.1   Definitions................................................................................1

                                   ARTICLE II
                                  ORGANIZATION

SECTION 2.1   Name.......................................................................................3
SECTION 2.2   Office.....................................................................................3
SECTION 2.3   Purpose....................................................................................4
SECTION 2.4   Authority..................................................................................4
SECTION 2.5   Title to Property of the Trust.............................................................4
SECTION 2.6   Powers of the Administrative Trustees......................................................4
SECTION 2.7   Filing of Certificate of Trust.............................................................5
SECTION 2.8   Duration of Trust..........................................................................6
SECTION 2.9   Responsibilities of the Sponsor............................................................6
SECTION 2.10  Declaration Binding on Holders of Securities...............................................6

                                   ARTICLE III
                                    TRUSTEES

SECTION 3.1   Trustees...................................................................................6
SECTION 3.2   Delaware Trustee...........................................................................7
SECTION 3.3   Execution of Documents.....................................................................7
SECTION 3.4   Not Responsible for Recitals or Sufficiency of Declaration.................................7

                                   ARTICLE IV
                      LIMITATION OF LIABILITY OF HOLDERS OF
                         SECURITIES, TRUSTEES OR OTHERS

SECTION 4.1   Exculpation................................................................................8
SECTION 4.2   Fiduciary Duty.............................................................................8
SECTION 4.3   Indemnification............................................................................9
SECTION 4.4   Outside Businesses........................................................................11

                                    ARTICLE V
                     AMENDMENTS, TERMINATION, MISCELLANEOUS

SECTION 5.1   Amendments................................................................................12
SECTION 5.2   Termination of Trust......................................................................12
SECTION 5.3   Governing Law.............................................................................13
SECTION 5.4   Headings..................................................................................13
SECTION 5.5   Successors and Assigns....................................................................13
SECTION 5.6   Partial Enforceability....................................................................13
SECTION 5.7   Counterparts..............................................................................13
</TABLE>


<PAGE>

                              DECLARATION OF TRUST
                                       OF
                          INDEPENDENT CAPITAL TRUST III


     DECLARATION OF TRUST ("Declaration") dated and effective as of October 30,
2001 by the Trustees (as defined herein), the Sponsor (as defined herein), and
by the holders, from time to time, of undivided beneficial interests in the
Trust to be issued pursuant to this Declaration;

     WHEREAS, the Trustees and the Sponsor desire to establish a trust (the
"Trust") pursuant to the Business Trust Act (as defined herein) for the sole
purpose of (i) issuing and selling certain securities representing undivided
beneficial interests in the assets of the Trust, (ii) holding certain Debentures
of the Debenture Issuer (each as defined herein) and (iii) engaging in only
those other activities that are necessary or incidental thereto; and

     NOW, THEREFORE, it being the intention of the parties hereto that the Trust
constitute a business trust under the Business Trust Act and that this
Declaration constitute the governing instrument of such business trust, the
Trustees declare that all assets contributed to the Trust will be held in trust
for the benefit of the holders, from time to time, of the securities
representing undivided beneficial interests in the assets of the Trust issued
hereunder, subject to the provisions of this Declaration.

                                   ARTICLE I
                                   DEFINITIONS

SECTION 1.1 DEFINITIONS.

     Unless the context otherwise requires:

          (a) Capitalized terms used in this Declaration but not defined in the
     preamble above have the respective meanings assigned to them in this
     Section 1.1;

          (b) a term defined anywhere in this Declaration has the same meaning
     throughout;

          (c) all references to "the Declaration" or "this Declaration" are to
     this Declaration of Trust as modified, supplemented or amended from time to
     time;

          (d) all references in this Declaration to Articles and Sections are to
     Articles and Sections of this Declaration unless otherwise specified;

          (e) a reference to the singular includes the plural and vice versa;

          (f) a reference to any Person shall include its successors and
     assigns;



                                       1
<PAGE>

          (g) a reference to any agreement or instrument shall mean such
     agreement or instrument as supplemented, modified, amended and restated and
     in effect from time to time; and

          (h) a reference to any statute, law, rule or regulation, shall include
     any amendments thereto and any successor, statute, law, rule or regulation.

     "ADMINISTRATIVE TRUSTEES" means any Trustee other than the Delaware Trustee
and the Property Trustee.

     "AFFILIATE" has the same meaning as given to that term in Rule 405 of the
Securities Act or any successor rule thereunder.

     "BUSINESS DAY" means any day other than a Saturday, Sunday or day on which
banking institutions in New York, New York or in Rockland, Massachusetts are
authorized or required by any applicable law or executive order to close.

     "BUSINESS TRUST ACT" means Chapter 38 of Title 12 of the Delaware Code, 12
DEL. C.ss.ss.3801 ET SEQ., as it may be amended from time to time, or any
successor legislation.

     "CAPITAL SECURITY" means a security representing an undivided interest in
the assets of the Trust with such terms as may be set out in any amendment to
this Declaration.

     "COMMISSION" means the United States Securities and Exchange Commission as
from time to time constituted, or if any time after the execution of this
Declaration such Commission is not existing and performing the duties now
assigned to it under applicable federal securities laws, then the body
performing such duties at such time.

     "COMMON SECURITY" means a security representing an undivided beneficial
interest in the assets of the Trust with such terms as may be set out in any
amendment to this Declaration.

     "COMPANY INDEMNIFIED PERSON" means: (a) any Administrative Trustee; (b) any
Affiliate of any Administrative Trustee; (c) any officers, directors,
shareholders, members, partners, employees, representatives or agents of any
Administrative Trustee; or (d) any employee or agent of the Trust or its
affiliates.

     "COVERED PERSON" means any officer, director, shareholder, partner, member,
representative, employee or agent of the Trust or the Trust's Affiliates.

     "DEBENTURE ISSUER" means Independent in its capacity as the issuer of the
Debentures under the Indenture.

     "DEBENTURES" means Debentures to be issued by the Debenture Issuer and
acquired by the Trust.

     "DEBENTURE TRUSTEE" means the original trustee under the Indenture until a
successor is appointed thereunder, and thereafter means any such successor
trustee.


                                       2
<PAGE>


     "DELAWARE TRUSTEE" has the meaning set forth in Section 3.1.

     "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended from
time to time, or any successor legislation.

     "FIDUCIARY INDEMNIFIED PERSON" has the meaning set forth in Section 4.3(b).

     "INDEMNIFIED PERSON" means a Company Indemnified Person or a Fiduciary
Indemnified Person.

     "INDENTURE" means the indenture to be entered into between the Debenture
Issuer and the Debenture Trustee pursuant to which the Debentures are to be
issued.

     "INDEPENDENT" means Independent Bank Corp., a Massachusetts corporation, or
any successor entity in a merger.

     "PERSON" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever nature.

     "PROPERTY TRUSTEE" has the meaning set forth in Section 3.1.

     "SECURITIES" means collectively the Common Securities and the Capital
Securities.

     "SECURITIES ACT" means the Securities Act of 1933, as amended from time to
time, or any successor legislation.

     "SPONSOR" means Independent in its capacity as sponsor of the Trust.

     "TRUSTEE" or "TRUSTEES" means each Person who has signed this Declaration
as a trustee, so long as such Person shall continue in office in accordance with
the terms hereof, and all other Persons who may from time to time be duly
appointed, qualified and serving as Trustees in accordance with the provisions
hereof, and reference herein to a Trustee or the Trustees shall refer to such
Person or Persons solely in their capacity as trustees hereunder.

                                   ARTICLE II
                                  ORGANIZATION

SECTION 2.1 NAME.

     The Trust created by this Declaration is named "Independent Capital Trust
III." The Trust's activities may be conducted under the name of the Trust or any
other name deemed advisable by the Administrative Trustees.

SECTION 2.2 OFFICE.

     The address of the principal office of the Trust is Independent Capital
Trust III, is c/o The Bank of New York, 101 Barclay Street, New York, New York
10286. On ten Business


                                       3
<PAGE>



Days written notice to the holders of the Securities and the Delaware Trustee,
the Administrative Trustees may designate another principal office.

SECTION 2.3 PURPOSE.

     The exclusive purposes and functions of the Trust are (a) to issue and sell
Securities, (b) to purchase and hold certain Debentures of the Debenture Issuer
and (c) to engage in only those other activities necessary, advisable or
incidental thereto. The Trust shall not borrow money, issue debt or reinvest
proceeds derived from investments, pledge any of it assets, or otherwise
undertake (or permit to be undertaken) any activity that would cause the Trust
not to be classified for United States federal income tax purposes as a grantor
Trust.

SECTION 2.4 AUTHORITY.

     Subject to the limitations provided in this Declaration, the Administrative
Trustees shall have exclusive and complete authority to carry out the purposes
of the Trust. An action taken by the Administrative Trustee in accordance with
their powers shall constitute the act of and serve to bind the Trust. In dealing
with the Administrative Trustees acting on behalf of the Trust, no person shall
be required to inquire into the authority of the Administrative Trustees to bind
the Trust. Persons dealing with the Trust are entitled to rely conclusively on
the power and authority of the Administrative Trustees as set forth in this
Declaration.

SECTION 2.5 TITLE TO PROPERTY OF THE TRUST.

     Legal title to all assets of the Trust shall be vested in the Trust.

SECTION 2.6 POWERS OF THE ADMINISTRATIVE TRUSTEES.

     The Administrative Trustees shall have the exclusive power and authority to
cause the Trust to engage in the following activities:

          (a) to issue and sell the Capital Securities and the Common Securities
     in accordance with this Declaration; PROVIDED, HOWEVER, that the Trust may
     issue no more than one series of Capital Securities and no more than one
     series of Common Securities, and, PROVIDED, FURTHER, that there shall be no
     interests in the Trust other than the Securities;

          (b) in connection with the issue and sale of the Capital Securities,
     at the direction of the Sponsor, to:

               (i) file with the Commission (the "Commission") and execute, on
          behalf of the Trust: (a) a Registration Statement on Form S-3, or
          other appropriate form (the "1933 Act Registration Statement"),
          including pre-effective or post-effective amendments to the 1933 Act
          Registration Statement, relating to the registration under the
          Securities Act of 1933, as amended (the "1933 Act"), of the Capital
          Securities of the Trust, (b) any preliminary prospectus or prospectus
          or supplement thereto relating to the Capital Securities required to
          be filed pursuant to the 1933 Act,


                                       4
<PAGE>


          and (c) a Registration Statement on Form 8-A or other appropriate form
          (the "1934 Act Registration Statement") (including all pre-effective
          and post-effective amendments thereto) relating to the registration of
          the Capital Securities of the Trust under the Securities Exchange Act
          of 1934, as amended;

               (ii) execute and file with the Nasdaq National Market or other
          exchange, and execute on behalf of the Trust a listing application and
          all other applications, statements, certificates, agreements and other
          instruments as shall be necessary or desirable to cause the Capital
          Securities to be listed on the Nasdaq National Market or such other
          exchange;

               (iii) execute and file and execute on behalf of the Trust such
          applications, reports, surety bonds, irrevocable consents,
          appointments of attorney for service of process and other papers and
          documents as shall be necessary or desirable to register the Capital
          Securities under the securities or "Blue Sky" laws of such
          jurisdictions as the Sponsor, on behalf of the Trust, may deem
          necessary or desirable;

               (iv) execute, deliver and perform on behalf of the Trust an
          underwriting agreement with the Sponsor and the underwriter or
          underwriters of the Capital Securities of the Trust;

               (v) execute and enter into a subscription agreement, providing
          for the sale of the Common Securities;

               (vi) execute and deliver letters, documents, or instruments with
          The Depository Trust Company relating to the Capital Securities;

          (c) to employ or otherwise engage employees and agents (who may be
     designated as officers with titles) and managers, contractors, advisors,
     and consultants and provide for reasonable compensation for such services;

          (d) to incur expenses that are necessary or incidental to carry out
     any of the purposes of this Declaration, which expenses shall be paid for
     the Sponsor in all respects; and

          (e) to execute all documents or instruments, perform all duties and
     powers, and do all things for and on behalf of the Trust in all matters
     necessary or incidental to the foregoing.

SECTION 2.7 FILING OF CERTIFICATE OF TRUST.

     On or after the date of execution of this Declaration, the Trustees shall
cause the filing of the Certificate of Trust for the Trust in the form attached
hereto as EXHIBIT A with the Secretary of State of the State of Delaware.


                                       5
<PAGE>


SECTION 2.8 DURATION OF TRUST.

     The Trust, absent termination pursuant to the provisions of Section 5.2,
shall have existence for thirty (30) years from the date hereof.

SECTION 2.9 RESPONSIBILITIES OF THE SPONSOR.

     In connection with the issue and sale of the Capital Securities, the
Sponsor shall have the exclusive right and responsibility to engage in the
following activities:

          (a) to prepare the 1933 Act Registration Statement, any preliminary
     prospectus or prospectus or supplement thereto with respect to the Capital
     Securities, the 1934 Act Registration Statement and the American Stock
     Exchange listing application, including in each case, any amendments or
     supplements thereto;

          (b) to determine the States in which to take appropriate action to
     qualify or register for sale all or part of the Capital Securities and to
     do any and all such acts, other than actions which must be taken by the
     Trust, and advise the Trust of actions it must take, and prepare for
     execution and filing any documents to be executed and filed by the Trust,
     as the Sponsor deems necessary or advisable in order to comply with the
     applicable laws of any such States; and

          (c) to negotiate the terms of subscription agreement and the
     underwriting agreement with the underwriter or underwriters providing for
     the sale of the Common Securities and Capital Securities, respectively.

SECTION 2.10 DECLARATION BINDING ON HOLDERS OF SECURITIES.

     Every Person by virtue of having become a holder of a Security or any
interest therein in accordance with the terms of this Declaration, shall be
bound by this Declaration.

                                  ARTICLE III
                                    TRUSTEES

SECTION 3.1 TRUSTEES.

     The number of Trustees initially shall be five (5), and thereafter the
number of Trustees shall be such number as shall be fixed from time to time by a
written instrument signed by the Sponsor. The Sponsor is entitled to appoint or
remove without cause any Trustee at any time; PROVIDED, HOWEVER that the number
of Trustees shall in no event be less than three (3); PROVIDED FURTHER that (1)
one Trustee, in the case of a natural person, shall be a person who is a
resident of the State of Delaware or which, if not a natural person, is an
entity which has its principal place of business in the Statement of Delaware
(the "Delaware Trustee") and (2) there shall be at least one Administrative
Trustee who is an officer of the Sponsor.

     Except as expressly set forth in this Declaration, if there are more than
three Administrative Trustees, any power of such Administrative Trustees may be
exercised by, or with the consent of, a majority of such Administrative
Trustees; PROVIDED that if there are three


                                       6
<PAGE>


Administrative Trustees, any power of such Administrative Trustees shall be
exercised by both Administrative Trustees; PROVIDED FURTHER that if there is
only one Administrative Trustee, all powers of the Administrative Trustees shall
be exercised by such one Administrative Trustee.

                  The initial Administrative Trustee(s) shall be:

                           Edward H. Seksay
                           Denis K. Sheahan
                           Anthony W. DiRobbio

                  The initial Delaware Trustee shall be:

                           The Bank of New York (Delaware)

     Prior to the issuance of the Capital Securities and Common Securities, the
Sponsor shall appoint another trustee (the "Property Trustee") meeting the
requirements of the Trust Indenture Act of 1939, as amended, by the execution of
an amendment to this Declaration executed by the Administrative Trustees, the
Sponsor, the Property Trustee and the Delaware Trustee.

SECTION 3.2 DELAWARE TRUSTEE.

     Notwithstanding any other provision of this Declaration, the Delaware
Trustee shall not be entitled to exercise any of the powers, nor shall the
Delaware Trustee have any of the duties and responsibilities, of the
Administrative Trustees described in this Declaration. The Delaware Trustee
shall be a Trustee for the sole and limited purpose of fulfilling the
requirements of ss. 3807 of the Business Trust Act. Notwithstanding anything
herein to the contrary, the Delaware Trustee shall not be liable for the acts or
omissions to act of the Trust or of the Administrative Trustees except such acts
as the Delaware Trustee is expressly obligated or authorized to undertake under
this Declaration or the Business Trust Act and except for the negligence or
willful misconduct of the Delaware Trustee.

SECTION 3.3 EXECUTION OF DOCUMENTS.

          (a) Unless otherwise determined by the Administrative Trustees, and
     except as otherwise required by the Business Trust Act, any Administrative
     Trustee is authorized to execute on behalf of the Trust any documents which
     the Administrative Trustees have the power and authority to cause the Trust
     to execute pursuant to Section 2.6; and

          (b) an Administrative Trustee may, by power of attorney consistent
     with applicable law, delegate to any other natural person over the age of
     21 his or her power for the purposes of signing any documents which the
     Administrative Trustees have power and authority to cause the Trust to
     execute pursuant to Section 2.6.

SECTION 3.4 NOT RESPONSIBLE FOR RECITALS OR SUFFICIENCY OF DECLARATION.

     The recitals contained in this Declaration shall be taken as the statements
of the Sponsor, and the Trustees

                                       7
<PAGE>


do not assume any responsibility for their correctness. The Trustees make no
representations as to the value or condition of the property of the Trust or any
part thereof. The Trustees make no representations as to the validity or
sufficiency of this Declaration.

                                   ARTICLE IV
                           LIMITATION OF LIABILITY OF
                    HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

SECTION 4.1 EXCULPATION.

          (a) No Indemnified Person shall be liable, responsible or accountable
     in damages or otherwise to the Trust or any Covered Person for any loss,
     damage or claim incurred by reason of any act or omission performed or
     omitted by such Indemnified Person in good faith on behalf of the Trust and
     in a manner such Indemnified Person reasonably believed to be within the
     scope of the authority conferred on such Indemnified Person by this
     Declaration or by law, except that an Indemnified Person shall be liable
     for any such loss, damage or claim incurred by reason of such Indemnified
     Person's negligence or willful misconduct with respect to such acts or
     omissions; and

          (b) an Indemnified Person shall be fully protected in relying in good
     faith upon the records of the Trust and upon such information, opinions,
     reports or statements presented to the Trust by any Person as to matters
     the Indemnified Person reasonably believes are within such other Person's
     professional or expert competence and who has been selected with reasonable
     care by or on behalf of the Trust, including information, opinions, reports
     or statements as to the value and amount of the assets, liabilities,
     profits, losses, or any other facts pertinent to the existence and amount
     of assets from which distributions to holders of Securities might properly
     be paid.

SECTION 4.2 FIDUCIARY DUTY.

          (a) To the extent that, at law or in equity, an Indemnified Person has
     duties (including fiduciary duties) and liabilities relating thereto to the
     Trust or to any other Covered Person, an Indemnified Person acting under
     this Declaration shall not be liable to the Trust or to any other Covered
     Person for its good faith reliance on the provisions of this Declaration.
     The provisions of this Declaration, to the extent that they restrict the
     duties and liabilities of an Indemnified Person otherwise existing at law
     or in equity, are agreed by the parties hereto to replace such other duties
     and liabilities of such Indemnified Person;

          (b) unless otherwise expressly provided herein:

               (i) whenever a conflict of interest exists or arises between
          Covered Persons; or

               (ii) whenever this Declaration or any other agreement
          contemplated herein provides that an Indemnified Person shall act in a
          manner that is, or provides terms that are, fair and reasonable to the
          Trust or any holder of Securities, the Indemnified Person shall
          resolve such conflict of interest, take such action or provide


                                       8
<PAGE>


          such terms, considering in each case the relative interest of each
          party (including its own interest) to such conflict, agreement,
          transaction or situation and the benefits and burdens relating to such
          interests, any customary or accepted industry practices, and any
          applicable generally accepted accounting practices or principles. In
          the absence of bad faith by the Indemnified Person, the resolution,
          action or term so made, taken or provided by the Indemnified Person
          shall not constitute a breach of this Declaration or any other
          agreement contemplated herein or of any duty or obligation of the
          Indemnified Person at law or in equity or otherwise; and

          (c) whenever in this Declaration an Indemnified Person is permitted or
     required to make a decision:

               (i) in its "discretion" or under a grant of similar authority,
          the Indemnified Person shall be entitled to consider such interests
          and factors as it desires, including its own interest, and shall have
          no duty or obligation to give any consideration to any interest of or
          factors affecting the Trust or any other Person; or

               (ii) in its "good faith" or under another express standard, the
          Indemnified Person shall act under such express standard and shall not
          be subject to any other or different standard imposed by this
          Declaration or by applicable law.

SECTION 4.3 INDEMNIFICATION.

               (a) (i) The Sponsor shall indemnify, to the full extent
          permitted by law, any Company Indemnified Person who was or is a
          arty or is threatened to be made a party to any threatened,
          pending or completed action, suit or proceeding, whether civil,
          criminal, administrative or investigative (other than an action
          by or in the right of the Trust) by reason of the fact that he
          is or was a Company Indemnified Person against expenses (including
          attorneys fees), judgments, fines and amounts paid in settlement
          actually and reasonably incurred by him in connection with such
          action, suit or proceeding if he acted in good faith and in a manner
          he reasonably believed to be in or not opposed to the best interests
          of the Trust, and, with respect to any criminal action or
          proceeding, had no reasonable cause to believe his conduct was
          unlawful. The termination of any action, suit or proceeding by
          judgment, order, settlement, conviction, or upon a plea of NOLO
          CONTENDERE or its equivalent, shall not, of itself, create a
          presumption that the Company Indemnified Person did not act in good
          faith and in a manner which he reasonably believed to be in or not
          opposed to the best interests of the Trust, and, with respect to any
          criminal action or proceeding, had reasonable cause to believe that
          his conduct was unlawful.

               (ii) The Sponsor shall indemnify, to the full extent permitted by
          law, any Company Indemnified Person who was or is a party or is
          threatened to be made a party to any threatened, pending or completed
          action or suit by or in the right of the Trust to procure a judgment
          in its favor by reason of the fact that he is or was a Company
          Indemnified Person against expenses (including attorneys' fees)
          actually and reasonably incurred by him in connection with the defense
          or settlement of such action or suit if he acted in good faith and in


                                       9
<PAGE>


          a manner he reasonably believed to be in or not opposed to the best
          interests of the Trust, except that no such indemnification shall be
          made in respect of any claim, issue or matter as to which such Company
          Indemnified Person shall have been adjudged to be liable to the Trust
          unless and only to the extent that the Court of Chancery of Delaware
          or the court in which such action or suit was brought shall determine
          upon application that, despite the adjudication of liability but in
          view of all the circumstances of the case, such person is fairly and
          reasonably entitled to indemnity for such expenses which such Court of
          Chancery or such other court shall deem proper.

               (iii) To the extent that a Company Indemnified Person shall be
          successful on the merits or otherwise (including dismissal of an
          action without prejudice or the settlement of an action without
          admission of liability) in defense of any action, suit or proceeding
          referred to in paragraphs (i) and (ii) of this Section 4.3(a), or in
          defense of any claim, issue or matter therein, he shall be
          indemnified, to the full extent permitted by law, against expenses
          (including attorneys' fees) actually and reasonably incurred by him in
          connection therewith.

               (iv) Any indemnification under paragraphs (i) and (ii) of this
          Section 4.3(a) (unless ordered by a court) shall be made by the
          Sponsor only as authorized in the specific case upon a determination
          that indemnification of the Company Indemnified Person is proper in
          the circumstances because he has met the applicable standard of
          conduct set forth in paragraphs (i) and (ii). Such determination shall
          be made (1) by the Administrative Trustees by a majority vote of
          quorum consisting of such Administrative Trustees who were not parties
          to such action, suit or proceeding, (2) if such a quorum is not
          obtainable, or, even if obtainable, if a quorum of disinterested
          Administrative Trustees so directs, by independent legal counsel in a
          written opinion, or (3) by the Common Security Holder of the Trust.

               (v) Expenses (including attorneys fees) incurred by a Company
          Indemnified Person in defending a civil, criminal, administrative or
          investigative action, suit or proceeding referred to in paragraphs (i)
          and (ii) of this Section 4.3(a) shall be paid by the Sponsor in
          advance of the final disposition of such action, suit or proceeding
          upon receipt of an undertaking by or on behalf of such Company
          Indemnified Person to repay such amount if it shall ultimately be
          determined that he is not entitled to be indemnified by the Sponsor as
          authorized in this Section 4.3(a). Notwithstanding the foregoing, no
          advance shall be made by the Sponsor if a determination is reasonably
          and promptly made (i) by the Administrative Trustees by a majority
          vote of a quorum of disinterested Administrative Trustees, (ii) if
          such a quorum is not obtainable, or, even if obtainable, if a quorum
          of disinterested Administrative Trustees so directs, by independent
          legal counsel in a written opinion or (iii) the Common Security Holder
          of the Trust, that, based upon the facts known to the Administrative
          Trustees, counsel or the Common Security Holder at the time such
          determination is made, such Company Indemnified Person acted in bad
          faith or in a manner that such person did not believe to be in or not
          opposed to the best interests of the Trust, or, with respect to any
          criminal proceeding, that such Company Indemnified Person believed or
          had reasonable cause to believe his conduct was unlawful. In no event
          shall any advance be made in instances where the Administrative
          Trustees, independent legal counsel or the Common Security Holder
          reasonably determine that such person deliberately breached his duty
          to the Trust or the Common Security or Capital Security Holders.


                                       10
<PAGE>


               (vi) The indemnification and advancement of expenses provided by,
          or granted pursuant to, the other paragraphs of this Section 4.3(a)
          shall not be deemed exclusive of any other rights to which those
          seeking indemnification and advancement of expenses may be entitled
          under any agreement, vote of stockholders or disinterested directors
          of the Sponsor or Capital Security Holders of the Trust or otherwise,
          both as to action in his official capacity and as to action in another
          capacity while holding such office. All rights to indemnification
          under this Section 4.3(a) shall be deemed to be provided by a contract
          between the Sponsor and each Company Indemnified Person who serves in
          such capacity at any time while this Section 4.3(a) is in effect. Any
          repeal or modification of this Section 4.3(a) shall not affect any
          rights or obligations then existing.

               (vii) The Sponsor or the Trust may purchase and maintain
          liability insurance on behalf of any person who is or was a Company
          Indemnified Person against any liability asserted against him and
          incurred by him in any such capacity, or arising out of his status as
          such, whether or not the Sponsor would have the power to indemnify him
          against such liability under the provisions of this Section 4.3(a).

               (viii) For purposes of this Section 4.3(a), references to "the
          Trust" shall include, in addition to the resulting or surviving
          entity, any constituent entity (including any constituent of a
          constituent) absorbed in a consolidation or merger, so that any person
          who is or was a director, trustee, officer or employee of such
          constituent entity, or is or was serving at the request of such
          constituent entity as a director, trustee, officer, employee or agent
          of another entity, shall stand in the same position under the
          provisions of this Section 4.3(a) with respect to the resulting or
          surviving entity as he would have with respect to such constituent
          entity if its separate existence had continued.

               (ix) The indemnification and advancement of expenses provided by,
          or granted pursuant to, this Section 4.3(a) shall, unless otherwise
          provided when authorized or ratified, continue as to a person who has
          ceased to be a Company Indemnified Person and shall inure to the
          benefit of the heirs, executors and administrators of such a person.

          (b) The Sponsor agrees to indemnify (i) the Delaware Trustee, (ii) any
     Affiliate of the Delaware Trustee, and (iii) any officers, directors,
     shareholders, members, partners, employees, representatives, nominees,
     custodians or agents of the Delaware Trustee (each of the Persons in (i)
     through (iii) being referred to as a "Fiduciary Indemnified Person") for,
     and to hold each Fiduciary Indemnified Person harmless against, any loss,
     liability or expense incurred without negligence on bad faith or its part,
     arising out of or in connection with the acceptance or administration of
     the trust or trusts hereunder, including the costs and expenses (including
     reasonable legal fees and expenses) of defending itself against, or
     investigating, any claim or liability in connection with the exercise or
     performance of any of its powers or duties hereunder. The obligation to
     indemnify as set forth in this Section 4.3(b) shall survive the termination
     of this Declaration.

SECTION 4.4 OUTSIDE BUSINESSES.

     Any Covered Person, the Sponsor and the Delaware Trustee may engage in or
possess an interest in other business ventures of any nature or description,
independently or with


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<PAGE>


others, similar or dissimilar to the business of the Trust, and the Trust and
the holders of Securities shall have no rights by virtue of this Declaration in
and to such independent ventures or the income or profits derived therefrom and
the pursuit of any such venture, even if competitive with the business of the
Trust, shall not be deemed wrongful or improper. No Covered Person, the Sponsor
or the Delaware Trustee shall be obligated to present any particular investment
or other opportunity to the Trust even if such opportunity is of a character
that, if presented to the Trust, could be taken by the Trust, and any Covered
Person, the Sponsor and the Delaware Trustee shall have the right to take for
its own account (individually or as a partner or fiduciary) or to recommend to
others any such particular investment or other opportunity. Any Covered Person
and the Delaware Trustee may engage or be interested in any financial or other
transaction with the Sponsor or any Affiliate of the Sponsor, or may act as
depository for, trustee or agent for or may act on any committee or body of
holders of, securities or other obligations of the Sponsor or its Affiliates.

                                   ARTICLE V
                     AMENDMENTS, TERMINATION, MISCELLANEOUS

SECTION 5.1 AMENDMENTS.

     At any time before the issue of any Securities, this Declaration may be
amended by, and only by, a written instrument executed by all of the
Administrative Trustees and the Sponsor, provided, however, that if such
amendment affects the rights, privileges, immunities, duties or obligations of
the Delaware Trustee, the Declaration may be amended only upon the Delaware
Trustee's prior written consent.

SECTION 5.2 TERMINATION OF TRUST.

          (a) The Trust shall dissolve and be wound up in accordance with
     applicable law:

               (i) upon the occurrence of an Event of Default described in
          section 501(d) or (c) of the Indenture with respect to the Sponsor;

               (ii) upon the filing of a certificate of dissolution or its
          equivalent with respect to the Sponsor or the revocation of the
          Sponsor's charter or of the Trust's certificate of trust;

               (iii) upon the entry of a decree of judicial dissolution of the
          Sponsor or the Trust; and

               (iv) before issuance of any Securities, with the consent of all
          of the Administrative Trustees and the Sponsor.

          (b) Upon completion of the winding up of the Trust and as soon as is
     practicable after the occurrence of an event referred to in Section 5.2(a),
     the Administrative Trustees shall file a certificate of cancellation with
     the Secretary of State of the State of Delaware.


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<PAGE>


SECTION 5.3 GOVERNING LAW.

     THIS DECLARATION AND THE RIGHTS OF THE PARTIES HEREUNDER SHALL BE GOVERNED
BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE AND ALL
RIGHTS AND REMEDIES SHALL BE GOVERNED BY SUCH LAWS WITHOUT REGARD TO ITS
PRINCIPLES OF CONFLICT OF LAWS.

SECTION 5.4 HEADINGS.

     Headings contained in this Declaration are inserted for convenience of
reference only and do not affect the interpretation of this Declaration or any
provision hereof.

SECTION 5.5 SUCCESSORS AND ASSIGNS.

     Whenever in this Declaration any of the parties hereto is named or referred
to, the successors and assigns of such party shall be deemed to be included, and
all covenants and agreements in this Declaration by the Sponsor and the Trustees
shall bind and inure to the benefit of their respective successors and assigns,
whether so expressed.

SECTION 5.6 PARTIAL ENFORCEABILITY.

     If any provision of this Declaration, or the application of such provision
to any Person or circumstance, shall be held invalid, the remainder of this
Declaration, or the application of such provision to persons or circumstances
other than those to which it is held invalid, shall not be affected thereby.

SECTION 5.7 COUNTERPARTS.

     This Declaration may contain more than one counterpart of the signature
page and this Declaration may be executed by the affixing of the signature of
each of the Trustees to one of such counterpart signature pages. All of such
counterpart signature pages shall be read as though one, and they shall have the
same force and effect as though all of the signers had signed a single signature
page.




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<PAGE>


     IN WITNESS WHEREOF the undersigned have caused this Declaration to be
executed as of the day and year first above written.

                        THE BANK OF NEW YORK (DELAWARE),
                        as Delaware Trustee


                        By: /s/ Michael Santino
                            Name: Michael Santino
                            Title: Senior Vice President


                        ADMINISTRATIVE TRUSTEE

                        /S/ EDWARD H. SEKSAY
                        -----------------------------------
                        Name: Edward H. Seksay


                        ADMINISTRATIVE TRUSTEE

                        /S/ DENIS K. SHEAHAN
                        -----------------------------------
                        Name: Denis K. Sheahan


                        ADMINISTRATIVE TRUSTEE

                        /S/ ANTHONY W. DIROBBIO
                        -----------------------------------
                        Name: Anthony W. DiRobbio


                        INDEPENDENT BANK CORP.,
                        as Sponsor


                        By: /S/ DENIS K. SHEAHAN
                            -----------------------------------
                            Name:  Denis K. Sheahan
                            Title: Chief Financial Officer



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<PAGE>



                                    EXHIBIT A

                              CERTIFICATE OF TRUST
                                       OF
                          INDEPENDENT CAPITAL TRUST III

     This Certificate of Trust is being executed as of October 30, 2001 for the
purposes of organizing a business trust pursuant to the Delaware Business Trust
Act, 12 Del. A.ss.ss.3801 ET SEQ. (the "Act").

     The undersigned hereby certifies as follows:

     1. NAME. The name of the business trust is "Independent Capital Trust III"
(the "Trust").

     2. DELAWARE TRUSTEE. The name and business address of the Delaware trustee
of the Trust meeting the requirements of Section 3807 of the Act are as follows:

     The Bank of New York (Delaware)
     White Clay Center
     Route 273
     Newark, Delaware  19711

     3. EFFECTIVE. This Certificate of Trust shall be effective immediately upon
filing in the Office of the Secretary of State of the State of Delaware.

     IN WITNESS WHEREOF, the undersigned being all of the trustees of the Trust,
have duly executed this Certificate of Trust as of the day and year first above
written.

                         THE BANK OF NEW YORK (DELAWARE)
                         as Delaware Trustee

                         By:
                         Name:
                         Title:


                         ADMINISTRATIVE TRUSTEE

                         -----------------------
                         Name: Edward H. Seksay


                         ADMINISTRATIVE TRUSTEE

                         ------------------------
                         Name: Anthony W. DiRobbio


                         ADMINISTRATIVE TRUSTEE

                         ----------------------
                         Name: Denis K. Sheahan

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