ROCKLAND and FRANKLIN, Mass. – Independent Bank Corp. (Nasdaq: INDB), the parent company of Rockland Trust Co., has agreed to acquire Benjamin Franklin Bancorp. Inc. (Nasdaq: BFBC) in a $125 million stock deal.

The announcement comes nearly 13 months after Independent last announced plans to purchase a bank that operates along the Rhode Island border. Its $105 million cash and shares acquisition of Somerset-based Slade’s Ferry Bancorp was announced Oct. 11, 2007, and closed on Feb. 29. (READ MORE)

In between, the company also completed its acquisition of most of the assets of Lincoln-based O’Connell Investment Services Inc. (READ MORE) Financial terms were not disclosed, but the deal’s closing last November added about $200 million to the assets under management by Rockland Trust’s Investment Management Group, Independent said at the time.

Under the terms of its latest agreement, outstanding shares of Franklin, Mass.-based Benjamin Franklin Bancorp – the parent of Benjamin Franklin Bank – will be converted to Independent Bank Corp. shares at a rate of 0.59 INDB shares for each BFBC share, based on Independent’s $26.73 per share price at the close of trading Friday.

Benjamin Franklin Bank operates 11 branches in Massachusetts and has about $1 billion in assets, the companies said in a joint statement today. Independent’s sole bank subsidiary, Rockland Trust, has 61 retail branches, 10 commercial lending centers and five mortgage origination offices in southeastern Massachusetts and on Cape Cod. The company also has four investment-management offices, one in Rhode Island.

“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, president and CEO of Rockland Trust and its parent company.

“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,” Oddleifson added. “We are extremely pleased to welcome Benjamin Franklin Bank customers and employees to Rockland Trust.”

The transaction already has been approved by the boards of directors of each company. It still is subject to certain conditions, including the approval of shareholders at both banks The transaction is expected to close in the second quarter of 2009.

“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 committed 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.”

Independent Bank Corp. (Nasdaq: INDB) is the parent of Rockland Trust Co., a full-service community bank with assets of $3.5 billion that serves southeastern Massachusetts, Cape Cod and Rhode Island. Additional information is available at www.RocklandTrust.com.