By the Division of Banks

DECISION
RELATIVE TO THE APPLICATION OF
ROCKLAND TRUST COMPANY, ROCKLAND, MASSACHUSETTS
TO MERGE WITH
SLADE'S FERRY TRUST COMPANY, SOMERSET, MASSACHUSETTS


Rockland Trust Company (the "Petitioner" or "Rockland"), Rockland, Massachusetts, has applied to the Division of Banks (the "Division") for permission to merge with Slade's Ferry Trust Company d/b/a/ Slades Bank ("Slade's Ferry"), Somerset, Massachusetts. The proposed merger is pursuant to an Agreement and Plan of Merger dated October 11, 2007 (the "Agreement") and is authorized under the provisions of Massachusetts General Laws chapter 172, section 36. The Agreement provides for the merger of Slade's Ferry with and into Rockland, after which Slade's Ferry will cease to exist. The proposed merger is part of a multi-step transaction involving a petition before the Board of Bank Incorporation by Petitioner's holding company, Independent Bank Corp. ("Independent"), Rockland, Massachusetts, to acquire Slade's Ferry Bancorp, Somerset, Massachusetts. Slade's Ferry Bancorp ("Slade's Bancorp") is the holding company of Slade's Ferry.

Notice of Petitioner's application was published and posted, and the time period for interested parties to comment on the transaction has expired. The Petitioner submitted a supplemental filing on January 30, 2008. There were no comments received from the public on this transaction. Accordingly, all documents and materials related to this transaction have been received and reviewed. This record has been considered with regard to all applicable statutory standards, which require consideration of, among other things, whether competition among banking institutions will be unreasonably affected by the proposed transaction and whether the public convenience and advantage will be promoted. The Commissioner's review of this matter must also take into consideration the involved banks' record of performance under the Community Reinvestment Act ("CRA"), section 14 of Chapter 167 of the General Laws and its implementing regulation 209 CMR 46.00.

Rockland, a Massachusetts-chartered trust company, has its main office in Rockland and operates 52 banking offices (including 51 full service branches), nine commercial lending centers, three investment management offices and five mortgage banking centers, all of which are located in Plymouth, Norfolk, Bristol and Barnstable Counties. Rockland plans to open two additional branches, one in Norfolk County and one in Bristol County. As of December 31, 2007, Rockland had total assets of $2.7 billion. Rockland's deposits are insured by the Bank Insurance Fund administered through the Federal Deposit Insurance Corporation ("FDIC"). Rockland was formed as a Massachusetts-chartered trust company in 1907 and offers a full range of community banking services throughout Southeastern Massachusetts and on Cape Cod.

Slade's Ferry, a Massachusetts-chartered trust company, has its main office in Somerset and offers banking services through its network of nine full-service banking offices in southern Massachusetts. As of December 31, 2007, Slade's Ferry had total assets of $603 million. The Bank's deposits are insured by the Bank Insurance Fund administered through the FDIC. Slade's Ferry engages in a broad range of banking activities and offers its services to numerous communities in Southeastern Massachusetts and contiguous areas in Rhode Island.

The Commissioner's review of this matter takes into consideration whether competition among banks will be unreasonably affected by the proposed transaction. There is no overlap in any community of the banking offices of Rockland and Slade's Ferry. Materials addressing this issue were submitted by the Petitioner and reviewed by the Division. Review of this material indicates that the merger would not significantly adversely affect competition in the communities served by the resulting entity nor result in an undue concentration of banking resources. Rather, the record demonstrates that the communities served by Slade's Ferry will continue to be served by a number of diverse banks and financial institutions providing access to a variety of competitive deposit and credit services.

The Commissioner must also consider whether the proposed transaction promotes the public convenience and advantage, as well as whether there has been a showing of net new benefits in relation to the transaction. Net new benefits are defined as initial capital investments, job creation plans, consumer and business services, commitment to maintain and open branch offices within a bank's delineated local community, and such other matters as the Commissioner may deem necessary or advisable. The Petitioner has described in its application the anticipated initial capital investments following the consummation of the transaction and also anticipates future capital expenditures relative to bank facilities. With respect to job creation, Petitioner states it anticipates continuing its organic expansion into the communities it serves along with the concurrent hiring of additional employees. As described herein, Petitioner states that the transaction will allow Rockland to provide substantial new benefits to customers of the combined institution, particularly current Slade's Ferry customers, and to the communities that the combined institution will serve. The banks will pool their financial resources, reduce costs, diversity risk, and better serve their communities by offering a broader array of products and services to consumers and businesses.

Upon review and consideration of all the materials submitted on this issue by the Petitioner and other interested individuals, the Division concludes that the proposed merger will provide the customers of both entities with greater banking convenience in the form of more banking locations, and provide Slade's Ferry customers with access to an expanded range of banking products and services. These factors, together with additional evidence contained in the record of this matter, support the conclusion that the proposed merger will promote the public convenience and advantage. Further, the criteria for net new benefits have been established.

Prior to approving this transaction, and as required by Massachusetts General Laws chapter 167, section 14, the Division must consider the involved banks' record of performance under the CRA. Such assessment for a state-chartered bank involves examination by Division personnel, as well as an analysis of the legitimate concerns raised by the community and the bank's response to those concerns. For other institutions, the Division reviews the descriptive rating and evaluation by the applicable federal or state bank regulatory agency. The relevant evaluations were also submitted as part of Petitioner's application materials. The Division notes that Rockland has an "Outstanding" rating in its most recent examination of performance under CRA. Slade's Ferry has a "Satisfactory" rating at its most recent FDIC examination of CRA performance. These ratings, as well as other materials submitted on this issue, sufficiently demonstrate that the banks involved in this transaction are adequately meeting the credit needs of their respective communities.

The Division has also considered the financial aspects and management factors of the merger. Those reviews were also supportive of approval.

Based on the entire record of this matter and considered in light of all relevant statutory and administrative requirements, the Division concludes that all such requirements have been met and that consummation of the proposed merger would be in the public interest. On the basis of these conclusions, and subject to the conditions set forth below, approval is granted for Slade's Ferry to merge with and into Rockland in conformity with the Agreement and pursuant to Massachusetts General Laws chapter 172, section 36.

The approval granted herein is subject to the following conditions:

  1. that the merger of Slade's Ferry and Rockland shall not become effective until a Certificate, signed by the Presidents and Clerks or other duly authorized officers of the banks involved in the merger, indicating that the institution has complied with the provisions of Massachusetts General Laws chapter 172, section 36, has been returned with my endorsement thereon;
  2. that such Certificate and Articles of Merger shall be filed with the Secretary of State of the Commonwealth of Massachusetts;
  3. that the proposed merger shall be consummated within one year of the date of this Decision.

February 26, 2008
_____________
Date


Steven L. Antonakes
____________________
Commissioner of Banks