8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Repor Pursuant to Section 13 or 15(d) of
The Securities and Exchange Act of 1934

Date of Report:

May 1, 2008
(Date of Earliest Event Reported)

MASSACHUSETTS
(State or Other Jurisdiction of Incorporation)

1-9047	04-2870273
(Commission File Number)	(I.R.S. Employer Identification No.)

INDEPENDENT BANK CORP.

288 UNION ST., ROCKLAND, MA
(Address of Principal Executive Offices)

02370
(Zip Code)

NOT APPLICABLE
(Former Address of Principal Executive Offices)
(Zip Code)

(781) 878-6100
(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-99.1 AMENDMENT TO ON-SITE OUTSOURCING AGREEMENT

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

     On May 1, 2008 Independent Bank Corp. (the “Company”) entered into an Amendment (the “Amendment”) to the Company’s On-Site Outsourcing Agreement, dated and effective as of November 1, 2004 (as amended, the “Core Processing Agreement”), with Fidelity Information Services, Inc., an Arkansas corporation, with offices located at 601 South Lake Destiny Drive, Maitland, Florida 32751 (“Fidelity”). While the Amendment was signed on May 1, 2008, it is dated and effective as of March 1, 2008 (the “Effective Date”).

     The Company entered into the Amendment primarily to extend the term of the Core Processing Agreement until May 31, 2013 and to modify the pricing provisions. The Company will receive the new pricing called for in the Amendment as of the Effective Date. The Amendment commences on the Effective Date and ends May 31, 2013, unless earlier terminated in accordance with the provisions of the Core Processing Agreement.

     The Company entered into the Core Processing Agreement primarily for purposes of processing the data of Rockland Trust Company (“Rockland Trust”), the Company’s wholly-owned bank subsidiary. The benefits of the Core Processing Agreement, however, are also expressly conferred on all of the Company’s other subsidiaries.

     Fidelity provides data processing services, a license to use Fidelity base data processing software products and licenses for other, additional Fidelity software (the “Fidelity Software”), third-party interfaces to and from the Fidelity Software, and Fidelity resources to the Company pursuant to the Core Processing Agreement. The services provided by Fidelity to the Company pursuant to the Core Processing Agreement generally include, but are not limited to, the general management of the Company’s data processing, installation and enhancement of Fidelity Software, operation of Fidelity Software and software developed by third parties, programming, furnishing, maintaining and operating computer equipment, providing information in various media forms, and the implementation through Fidelity of Automated Teller Machine/Electronic Funds Transfer Processing, Electronic Bill Payment, and eDelivery Services (hereinafter collectively referred to as the “Services”). Fidelity also grants a license for Fidelity Software to the Company in the Core Processing Agreement. The Services, third-party interfaces and Fidelity resources provided, Fidelity Software products licensed, and the applicable fees and charges, are described in more detail in the Core Processing Agreement.

     A copy of the Amendment is attached hereto as Exhibit 99.1. Portions of the Amendment, however, have been omitted from Exhibit 99.1, pursuant to a request for confidential treatment sent to the Securities Exchange Commission on May 7, 2008. The locations where material has been omitted are indicated by the following notation: “{***}”. The entire Agreement, in unredacted form, has been submitted separately to the Securities Exchange Commission with the request for confidential treatment.

SIGNATURE

     Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned and hereunto duly authorized.

	INDEPENDENT BANK CORP.
Date: May 7, 2008	By:	/s/ Denis K. Sheahan
		Chief Financial Officer

EX-99.1

Exhibit 99.1

AMENDMENT TO
ON-SITE OUTSOURCING AGREEMENT

This Amendment (“Seventh Amendment”) is effective on March 1, 2008 (“Amendment Effective Date”) and amends and supplements that certain On-Site Outsourcing Agreement (“Agreement”) dated November 1, 2004, as amended, between Fidelity Information Services, Inc., an Arkansas corporation, with offices located at 601 South Lake Destiny Road, Maitland, Florida 32751 (“Fidelity”) and Independent Bank Corp., located at 288 Union Street, Rockland, Massachusetts 02370 (“Client”), primarily for the purposes of processing the data of Client’s wholly-owned bank subsidiary, Rockland Trust Company (“RTC”).

     In consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows:

1. Section 2 (Term) of the Agreement is hereby deleted in its entirety and replaced with the following:

“This Agreement commences on the Effective Date and ends May 31, 2013 (the “Term”), unless earlier terminated pursuant to Section 9.”

2. Exhibit B (Software Development and Enhancements) is hereby deleted in its entirety.

3. Section 1.1(a) of Exhibit C is hereby deleted in its entirety and replaced with the following: {****}

4. Section 1.1(b) of Exhibit C is hereby deleted in its entirety.

5. {****}

6. Section 1.1(e) of Exhibit C is hereby deleted in its entirety.

7. Section 2 of Exhibit C is hereby deleted in its entirety. All references in the Agreement to Dedicated Resources, including the associated fees, shall be considered null and void as of the Amendment Effective Date.

8. Section 7.2 of Exhibit C is hereby deleted in its entirety.

9. Exhibit G to the Agreement is hereby deleted in its entirety and replaced with the following: {****}

10. {****}

11. The Electronic Funds Transfer (EFT) fees set forth in the Schedule of Fees for Contracted Services — Attachment 1 for Fidelity EFT Processing, dated December 6, 2004, are hereby deleted and replaced with the Schedule of Fees for Contracted Services — Attachment 1 for Fidelity EFT Processing, dated April 25, 2008, attached hereto.

12. {****}

13. {****}

14. Client represents and warrants that Fidelity, its affiliates and/or subcontractors will be Client’s sole and exclusive provider of the services provided by Fidelity to Client pursuant to the Agreement (“Services”), as may be amended from time to time.

15. {****}

16. This Amendment constitutes the entire understanding between the parties with respect to the subject matter hereof.

17. Capitalized terms not defined herein shall have the meaning given to them in the Agreement.

18. Except as herein expressly amended, the Agreement is ratified, confirmed and remains unchanged in all respects and shall remain in full force and effect in accordance with its terms. In

the event of any conflict between the Agreement and this Amendment, the terms and conditions of this Amendment will control.

19. This Amendment may be executed in counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same document.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the Amendment Effective Date by their duly authorized representatives.

FIDELITY INFORMATION SERVICES, INC. INDEPENDENT BANK CORP.

By:	By:
Name:	Name:
Title:	Title:
Date:	Date:

SERVICE BUREAU PROCESSING AGREEMENT
SCHEDULE OF FEES FOR CONTRACTED SERVICES
ROCKLAND TRUST COMPANY
ATTACHMENT 1

{****}