exv4w1





Exhibit 4.1







	ZQ|00000001|INDB|P01|CUS|C0000031941|*COYI|00262502|0583
1 FIXED RATE CUMULATIVE PERPETUAL            FIXED RATE CUMULATIVE PERPETUAL
PREFERRED STOCK, SERIES CT IwT r~xr; T)T2 |VTT^\m IV TT1 PREFERRED STOCK, SERIES C
IJgyMi            Par Value $0.01 Per Sham “:11NL-/I—,1 !_, 1N \^J C 1N 1 THIS CERTIFICATE (S TRANSFERABLE INjj|&m^&^
($1.000 Liquidation Preference Per Share) ___. .___— _^ ___CANTON, MA AND JERSEY CITY, NJ
INDEPENDENT BANK CORP. —vaiss
INCORPORATED UNDER THE LAWS OF THE COMMONWEALTH OF MASSAC>H&CTwK^^v JJ£, “78158***
HpL___r_|_^,___..H,^K.^HH_MJ i^iiisS&i^^’T’^^J^ ‘“UNITED’STATES-DEPARTWEl^rOF’THe-TREASURY ........................... UNirED-STATES’OEPAKtP.teNT’OF-THE’TREASURY ........................................................ UNITED^TATES-DEPAFir ^^^^^^^^K_HMpM^)^|P^HPgJ]ln
SSgEg^^«PiP^^ “TLJ I C” /*» C OTICIC C            T~LJ A~T            ueNT-OF’Trie’TREASURYUNirED-stATtS-DEFARTMENrOFTHE’TREASURr-—UNITED’STATES-DEPftRTWENTaF’TME’TREAStJFV— V^V/^ Btttl^^i*^V^3aH
; I rTlO t>tl~\ I InltO            I rl/\J ^UNITED-STATES“DEPARTMeNT*OF-THE’TREASURY”‘Uht*TED1STATtSTEPAflTMENT’OF1THE1TR£ASURV’-"'uNITEO’STATES’[^PARTM
FO^THE^TftEASURY”*’’UNITED-STATESteWlrT^ —  —  “TRANSFER OF THIS CERTIFICATE
TED-STATES-DEPARTMENT-OF-tHe-TREASLJRV — LrNITED-STATES’DEPARTMEWT’OF’lmETTREASLJRY—“UNITED-STATES’DEPARTMENT1 ___, ___,_.,.___.
OF’TME’TREASURY”—UNITEO’STATES’DEPARTUENrOF’THe’TREASJRY ........................................................................ LIHLT^n’STATE5’DEPARTM£NrOP-THE-TREASURy .......................................................... UNIT ..... lo            KtlO I KIU I C.LJ Ott LtutNL) UN
tC fhP OWn f*r Of ••17ai53"*SHAHESTB15S”‘SHARES .. T8158’“SHARES ............. Tai5a’“SHARES’“TBI5ar“5HARES ...................... TSI58“SHARES”‘TS15fl
9i5a"-SHARES“76W’SHARES” .................................... TSiW’SH^RES ................. 7B1S8—SHARES ................ 781M—SHARE5 ................. 7S15S—SHARES1 .... 7eiH’~
FULLY PAID AND NON-ASSESSABLE SHARES OF FIXED RATE
CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES C, PAR VALUE $0.01
PER SHARE AND A LIQUIDATION PREFERENCE OF $1,000 PER SHARE, OF
Independent Bank Corp. (the “Corporation”), transferable on the books of the Corporation
lll’WW^fcfky the holder hereof in person or by duly authorized attorney upon surrender of this certificate properly            MyW^^H
endorsed. This certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.
Witness the facsimile seat and the facsimile signatures of the duly authorized offtcers_of the Corporation.
President and Chief Executive Officer I’:®! QPAI \*’\ TRANSFER AGENT AMD REGISTRAR X^A^VSX




 









 











	INDEPENDENT BANK CORP.
The Corporation will furnish without charge to each stockholder who so requests, the powers,
designations, preferences and relative participating, optional or special rights of each class of
stock or series thereof of the Corporation and the qualifications, limitations or restrictions of
such preferences and/or rights. Such request should be addressed in writing to the Corporation or
the Transfer Agent.
THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER
OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY
OTHER GOVERNMENTAL AGENCY.
THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT1), OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING
THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. EACH PURCHASER OF THE SECURITIES
REPRESENTED BY THIS INSTRUMENT IS NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM
SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. ANY TRANSFEREE OF THE SECURITIES
REPRESENTED BY THIS INSTRUMENT BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (T IS A “QUALIFIED
INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (2) AGREES THAT IT WILL
NOT OFFER, SELL OR OTHERWISE TRANSFER THE SECURITIES REPRESENTED BY THIS INSTRUMENT EXCEPT (A)
PURSUANT TO A REGISTRATION STATEMENT WHICH IS THEN EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO
LONG AS THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE ELIGIBLE FOR RESALE PURSUANT TO RULE
144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A, (C) TO THE ISSUER OR (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THE
SECURITIES REPRESENTED BY THIS INSTRUMENT ARE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
THIS LEGEND.
The following abbreviations, when used in the inscription on the face of this certificate,
shall be construed as though they were written out in full according to applicable laws or
regulations;
TEN COM — as tenants in common            UNIF GIFT MIN ACT- ., .Custodian
(Gust)(Minor)
TEN ENT -as tenants by the entireties            under Uniform Gifts to Minors Act
(State)
JT TEN  — as joint tenants with right of survivorship            UNIF TRF MIN ACT Custodian (until age. .. }
and not as tenants in common (Gust) (Minor)
under Uniform Transfers to Minors Act
(State) Additional abbreviations may also be used though not in
the above list.
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
For value received,hereby sell, assign and transfer unto
[PLEASE PRINT OR TYPEWRITE NAME AND ADWESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE)
Shares
of the capital slock represented by the within Certificate, and do hereby irrevocably constitute and appoint
Attorney
to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.
Dated- 20 Signature(s) Guaranteed: Medallion Guarantee Stamp
‘ “ ‘ .............................. THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (Banks,
Stockbrokers, Savings and Loan AssociateTM
and Credil Unions) WI
TH MEMBERSHIP IN AN
APPROVED SIGNATURE GUARANTEE MEDALLION
PROGRAM. PURSUANT TO S.E.C. RULE 17Ad-15,
Signature:
Signature:
Notice: The signature to this assignment
must correspond with the name as
written upon the face of the
certificate, in every particular,
without alteration or enlargement, or
any change whatever.
SECURITY INSTRUCTIONS XV^L,
THIS IS WATERMARKED PAPER, DO NOT ACCEPT WfTHOUT NOTING            S            Z?”>>
WATERMARK. HOLD TO LIGHT TO VERIFY WATERMARK. } ^9^