<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 1-9047
A. Full title of the Plan:
The Rockland Trust Company Employee Savings and
Profit Sharing Plan and Trust
B. Name of the issuer of the securities held pursuant to the Plan and
the
Address of its principal office:
Independent Bank Corp.
288 Union Street
Rockland, Massachusetts 02370
As filed on October 27, 1999
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the administrators have duly caused this annual report to be signed by the
undersigned thereunto duly authorized.
ROCKLAND TRUST COMPANY
EMMPLOYEE SAVINGS PLAN
PROFIT SHARING PLAN AND TRUST
October 27, 1999 /s/ Richard J. Seaman
-----------------------
Richard J. Seaman
Administrator
October 27, 1999 /s/ Raymond G. Fuerschbach
-----------------------
Raymond G. Fuerschbach
Administrator
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 27, 1999
included in Independent Bank Corp.'s Form 10-K for the year ended December 31,
1998. We also consent to the incorporation by reference in this registration
statement of our report dated July 16, 1999 included in The Rockland Trust
Company Profit Sharing Trust's Form 11-K for the year ended December 31, 1998
and to all references to our firm included in this registration statement.
Arthur Andersen LLP
Boston, Massachusetts
October 22, 1999
<PAGE>
EXHIBIT 99.1
THE ROCKLAND TRUST COMPANY
EMPLOYEE SAVINGS AND
PROFIT SHARING PLAN AND TRUST
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1998 AND 1997
TOGETHER WITH AUDITORS' REPORT
<PAGE>
THE ROCKLAND TRUST COMPANY
EMPLOYEE SAVINGS AND
PROFIT SHARING PLAN AND TRUST
INDEX
<TABLE>
<CAPTION>
PAGE
<S> <C>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 1
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1998 AND 1997 2
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS,
WITH FUND INFORMATION, FOR THE YEAR ENDED DECEMBER 31, 1998 3
NOTES TO FINANCIAL STATEMENTS 4-9
ITEM 27a--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1998 10
ITEM 27d--SCHEDULE OF REPORTABLE TRANSACTIONs
FOR THE YEAR ENDED DECEMBER 31, 1998 11
</TABLE>
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Profit Sharing Committee of
The Rockland Trust Company Employee Savings and
Profit Sharing Plan and Trust:
We have audited the accompanying statements of net assets available for benefits
of The Rockland Trust Company Employee Savings and Profit Sharing Plan and Trust
as of December 31, 1998 and 1997, and the related statement of changes in net
assets available for benefits, with fund information, for the year ended
December 31, 1998. These financial statements and the schedules referred to
below are the responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements and schedules based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1998 and 1997, and the changes in its net assets available for
benefits, with fund information, for the year ended December 31, 1998, in
conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The fund information in the
statement of changes in net assets available for benefits is presented for
purposes of additional analysis rather than to present the changes in net assets
available for benefits of each fund. The fund information and supplemental
schedules have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly stated, in all
material respects, in relation to the basic financial statements taken as a
whole.
The schedule of assets held for investment purposes and the schedule of
reportable transactions that accompany the Plan's financial statements do not
disclose the historical cost of certain plan assets held by the Plan's
custodian. Disclosure of this information is required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974.
Boston, Massachusetts
July 16, 1999
1
<PAGE>
THE ROCKLAND TRUST COMPANY
EMPLOYEE SAVINGS AND
PROFIT SHARING PLAN AND TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
ASSETS:
Investments, at quoted market value (Note 3)-
Interest-bearing deposits $ 107,214 $ 494,677
Savings and certificates of deposit - 921,266
U.S. government securities 1,706,143 1,747,926
Common stocks 4,397,880 7,592,493
Mutual funds-
Bonds 1,858,730 483,825
Equity 9,465,883 4,475,580
Loans to participants 415,528 300,717
----------- -----------
17,951,378 16,016,484
Cash 60,491 28,163
Accrued income receivable - 135,281
Contributions receivable from employer 52,451 85,907
----------- -----------
Total assets 18,064,320 16,265,835
----------- -----------
LIABILITIES:
Other liabilities - 3,645
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS (Notes 2 and 5) $18,064,320 $16,262,190
----------- -----------
----------- -----------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
2
<PAGE>
THE ROCKLAND TRUST COMPANY
EMPLOYEE SAVINGS AND
PROFIT SHARING PLAN AND TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND
INFORMATION, FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
FUND INFORMATION
WRIGHT PATHMARK PATHMARK GOLDMAN SACHS CERTIFICATE SEI SMALL
BALANCED GROWTH GROWTH OF INTERNATIONAL OF DEPOSIT CAP GROWTH
PORTFOLIO PORTFOLIO INCOME EQUITY FUND PORTFOLIO FUND
PORTFOLIO
<S> <C> <C> <C> <C> <C> <C>
BALANCE, DECEMBER 31, 1997 $ 4,859,217 $ 2,209,535 $ 748,103 $ 214,469 $ 1,131,076 $ 265,090
------------ ------------ ------------ ------------ ------------ ------------
ADDITIONS:
Voluntary contributions by 179,391 203,098 72,078 26,899 16,275 16,200
participants
Contributions by sponsor 48,211 50,363 20,292 7,369 - -
Interest income - - - - - -
Net appreciation 189,767 533,672 110,190 60,193 24,842 272
(depreciation) in fair
value of investments
Transfers between 19,997 187,164 348,723 509,841 583 97,649
------------ ------------ ------------ ------------ ------------ ------------
investment options
Total additions 437,366 974,297 551,283 604,302 41,700 114,121
DEDUCTIONS:
Amounts paid to 181,984 341,100 52,147 5,010 - -
participants (Note 1)
Transfers between 862,954 417,883 18,056 290,685 1,172,776 379,211
------------ ------------ ------------ ------------ ------------ ------------
investment options
Total deductions 1,044,938 758,983 70,203 295,695 1,172,776 379,211
------------ ------------ ------------ ------------ ------------ ------------
BALANCE, DECEMBER 31, 1998 $ 4,251,645 $ 2,424,849 $ 1,229,183 $ 523,076 $ - $ -
------------ ------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------ ------------
</TABLE>
<TABLE>
<CAPTION>
FUND INFORMATION
VANGUARD FEDERATED MFS EMERGING FEDERATED MAX INDEPENDENT LOANS TO OTHER TOTAL
INDEX 500 GOVERNMENT GROWTH CAP BANK CORP. PARTICIPANTS
FUND OBLIGATIONS FUND INSTITUTIONAL STOCK
FUND FUND
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE, DECEMBER 31, 1997 $ 1,761,183 $ - $ - $ - $ 4,776,213 $ 297,304 $ - $16,262,190
------------ ------------ ------------ ------------ ------------ ---------- ------- -----------
ADDITIONS:
Voluntary contributions by 24,050 20,615 58,322 74,496 290,578 - 8,916 990,918
participants
Contributions by sponsor - 8,113 21,520 26,926 76,781 - 43,535 303,110
Interest income - - - - - 14,673 - 14,673
Net appreciation 232,425 27,172 123,467 299,612 (182,021) - - 1,419,591
(depreciation) in fair
value of investments
Transfers between 33,458 1,151,998 959,030 2,171,431 70,258 (113,759) - 5,436,373
------------ ------------ ------------ ------------ ------------ ---------- ------- -----------
investment options
Total additions 289,933 1,207,898 1,162,339 2,572,465 255,596 (99,086) 52,451 8,164,665
DEDUCTIONS:
Amounts paid to 2,419 127,357 8,462 17,639 189,088 956 - 926,162
participants (Note 1)
Transfers between 2,048,697 6,968 33,391 7,796 416,222 (218,266) - 5,436,373
------------ ------------ ------------ ------------ ------------ ---------- ------- -----------
investment options
Total deductions 2,051,116 134,325 41,853 25,435 605,310 (217,310) - 6,362,535
------------ ------------ ------------ ------------ ------------ ---------- ------- -----------
BALANCE, DECEMBER 31, 1998 $ - $ 1,073,573 $ 1,120,486 $ 2,547,030 $ 4,426,499 $ 415,528 $52,451 $18,064,320
------------ ------------ ------------ ------------ ------------ ---------- ------- -----------
------------ ------------ ------------ ------------ ------------ ---------- ------- -----------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
3
<PAGE>
THE ROCKLAND TRUST COMPANY
EMPLOYEE SAVINGS AND
PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
(1) DESCRIPTION OF THE PLAN
Participants should refer to the Plan agreement for a complete
description of the Plan's provisions.
GENERAL
The Rockland Trust Company Employee Savings and Profit Sharing Plan and
Trust (the Plan) was created on September 9, 1971 and restated effective
January 1, 1989. Effective January 1, 1994, the Plan was amended to
include provisions of the Internal Revenue Code (IRC) Section 401(k) and
the Tax Reform Act of 1986. Other subsequent amendments have also been
made to the Plan. The Plan covers employees of Rockland Trust Company
(the Company or RTC) who meet specified eligibility requirements.
Effective May 28, 1998, Fidelity Investments became the custodian of the
Plan, replacing the previous custodian, Rockland Trust Company.
ELIGIBILITY
An employee becomes a participant in the Plan upon completion of one year
of service (1,000 or more hours of service during the plan year). In
order to share in the Company's contribution to the Plan for any year, a
participant must:
1. Have worked 1,000 or more hours during the year.
2. Be employed by the Company on the last business day of the year.
However, those participants whose employment terminated during the
year because of retirement under the Company's retirement plan or
because of disability, death or for any reason after the attainment
of age 65 shall share in the Company's contribution.
CONTRIBUTIONS
Employees who participate in the Plan may defer up to 15% of their salary
(6% as a Basic Elective Deferral and 9% as a Supplementary Elective
Deferral), on a pretax basis, and up to an additional 10% of their salary
on an after-tax basis. The Company matches pretax contributions equal to
50% of a participant's Basic Elective Deferral. The Company may also make
discretionary profit sharing contributions. No such discretionary
contributions were made in 1998.
4
<PAGE>
THE ROCKLAND TRUST COMPANY
EMPLOYEE SAVINGS AND
PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
(Continued)
BENEFITS AND VESTING
Participants are 100% vested in all funds immediately upon eligibility.
Upon termination of service due to death, disability or retirement, a
participant may elect to receive an amount equal to the value of the
participant's interest in his or her account. The form of payment is a
lump-sum distribution or a stream of payments to be paid in monthly
installments over up to 15 years.
PARTICIPANT ACCOUNTS
Individual accounts are maintained for each of the Plan's participants to
reflect the participant's contributions and related employer matching
contributions, as well as the participant's share of the Plan's income
and any related administrative expenses. Allocations are based on the
percentage each participant's account balance represents of the total of
all participants' account balances.
INVESTMENT OPTIONS
Participants are offered 11 investment portfolios into which they can
direct their contributions.
Employer matching contributions are allocated among options in the same
percentages as the employee contributions. A description of each
investment option is provided below:
WRIGHT BALANCED PORTFOLIO
The Plan has an undivided interest in this portfolio's assets which
consist of high-quality domestic and international equities,
high-quality corporate and U.S. government fixed-income investments and
cash reserves chosen to minimize both short-term and long-term risk due
to market and economic factors.
PATHMARK GROWTH PORTFOLIO
This portfolio represents an interest in a commingled trust fund, which
seeks to provide long-term growth of capital and above-average growth
with a three- to five-year horizon by investing primarily in equity
mutual funds.
5
<PAGE>
PATHMARK GROWTH OF INCOME PORTFOLIO
This portfolio represents an interest in a commingled trust fund which
invests in a diversified and changeable portfolio of mutual funds
selected to provide current income while striving to obtain capital
growth.
GOLDMAN SACHS INTERNATIONAL EQUITY FUND
This mutual fund seeks long-term capital appreciation through
investments in equity securities of companies that are organized
outside the United States or whose securities are principally traded
outside the United States.
CERTIFICATE OF DEPOSIT PORTFOLIO
This portfolio is designed to provide a moderate level of income
consistent with the preservation of principal. The portfolio invests
solely in FDIC-insured certificates of deposit issued by Rockland Trust
Company.
SEI SMALL CAP GROWTH FUND
This mutual fund seeks long-term capital appreciation through
investment in the stocks of smaller and often faster growing companies.
VANGUARD INDEX 500 FUND
This mutual fund is designed to replicate the performance of the
Standard & Poor's 500 Composite Stock Price Index (S&P 500 Index) by
investing in the stocks of the companies included in that index.
FEDERATED GOVERNMENT OBLIGATIONS FUND
This mutual fund seeks to provide current income consistent with
stability of principal. The Fund pursues its objective by investing
only in a portfolio of U.S. government securities maturing in 13 months
or less.
MFS EMERGING GROWTH FUND
This mutual fund seeks long-term growth of capital by investing
primarily in common stocks of small and medium-sized companies early in
their life cycles.
6
<PAGE>
FEDERATED MAX CAP INSTITUTIONAL FUND
This mutual fund seeks to invest in large-company stocks weighted
approximately the same as those in the S&P 500 Index.
INDEPENDENT BANK CORP. STOCK
This investment is exclusively in the common stock of Independent Bank
Corp., the parent company of Rockland Trust Company.
LOANS TO PARTICIPANTS
Loans against participant accounts are permitted. There is a minimum loan
amount of $500 and a maximum of 50% of the participants' account
balances, up to $50,000. All loans must be repaid within five years. The
interest rate is determined by the plan administrator and is to be the
rate of interest used for obligations of comparable term by the area's
commercial lending institutions. Interest rates on loans outstanding at
December 31, 1998 range from 7.75% to 9%.
PRIORITIES OF THE PLAN UPON TERMINATION
In the event of the termination of the Plan, the Trustee shall liquidate
the entire investment in the Plan after payment of all expenses and after
proportional adjustment of accounts to reflect such expenses, portfolio
losses or profits, and reallocations to the date of liquidation. Each
participating employee, retired participating employee and beneficiary of
each deceased participating employee shall be entitled to receive any
amounts outstanding to the credit of the participating employee's account
as of the date of liquidation.
(2) ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The Plan recognizes contributions and investment income on the accrual
basis.
EXPENSES
The Company pays all expenses of the Plan at the option of the Company.
7
<PAGE>
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from those estimates.
NET APPRECIATION IN FAIR VALUE OF INVESTMENTS
Net realized and unrealized appreciation is recorded in the accompanying
statement of changes in net assets available for benefits, with
investment option information, as net appreciation in fair value of
investments.
(3) INVESTMENTS
Investments at December 31, 1998 and 1997, as shown in the accompanying
financial statements, are stated at market value based on quoted market
price, or in the case of investment portfolios, the quoted market price
for the underlying mutual funds.
Included in the investments in the accompanying statements of net assets
available for benefits are the following securities for which the market
value exceeded 5% of net plan assets as of plan years ended December 31,
1998 and 1997:
<TABLE>
<CAPTION>
MARKET
PLAN YEAR DESCRIPTION OF INVESTMENT VALUE
<S> <C> <C>
December 31, 1998 Independent Bank Corp. Common Stock $ 4,397,880
Federated Max Cap Institutional Fund 3,056,695
Wright Managed Selected Blue Chip Fund 2,024,717
Wright Managed Total Return Bond Fund 1,333,746
MFS Emerging Growth Fund 1,120,486
Federated Government Obligations Fund 1,073,573
December 31, 1997 Independent Bank Corp. Common Stock 5,084,321
Vanguard #40 Index Trust 500 Portfolio 1,731,359
</TABLE>
8
+
<PAGE>
THE ROCKLAND TRUST COMPANY
EMPLOYEE SAVINGS AND
PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
(Continued)
(4) TAX STATUS
The Plan has a favorable determination letter from the Internal Revenue
Service, dated March 15, 1995, stating that the Plan is designed in
accordance with applicable sections of the Internal Revenue Code (IRC).
The Plan has been amended since receiving the determination letter.
However, the plan sponsor believes that the Plan is designed and is
currently being operated in compliance with the applicable requirements
of the IRC and, therefore, the Plan continues to be tax-exempt.
9
<PAGE>
THE ROCKLAND TRUST COMPANY
EMPLOYEE SAVINGS AND
PROFIT SHARING PLAN AND TRUST
ITEM 27a--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1998
<TABLE>
<CAPTION>
Issuer And Description Cost Market Value
---------------------- ---- ------------
<S> <C> <C>
INTEREST BEARING DEPOSITS:
Dreyfus 100% U.S. Treasury Long-Term $ 78,664 $ 78,664
Fidelity Cash Reserves* 28,550 28,550
----------- -----------
107,214 107,214
U.S. GOVERNMENT OBLIGATIONS:
Federated U.S. Government Securities, 2-5 Years (1) 224,149
Spartan U.S. Treasury Money Market (1) 408,421
Federated Government Obligations 1,073,573 1,073,573
----------- -----------
1,073,573 1,706,143
MUTUAL FUNDS--BONDS:
Federated GNMA Institutional Service (1) 77
Federated High Income Bond (1) 177,540
Federated High Yield Institutional (1) 176,583
Federated Bond Class F (1) 170,784
Wright Managed Total Return Bond (1) 1,333,746
----------- -----------
(1) 1,858,730
----------- ----------
MUTUAL FUNDS--EQUITY:
Federated Stock Trust Institutional (1) 485,844
Federated Growth Strategies (1) 417,523
Federated Max Cap Institutional (1) 3,056,695
Goldman Sachs International Equity (1) 685,263
Goldman Sachs Core U.S. Equity (1) 358,887
MFS Emerging Growth (1) 1,120,486
MFS Investor Growth Stock (1) 396,638
Massachusetts Investor Trust (1) 495,488
Wright Managed Selected Blue Chip (1) 2,024,717
Wright International Blue Chip (1) 424,342
----------- -----------
(1) 9,465,883
----------- -----------
INDEPENDENT BANK CORP. STOCK FUND:
Independent Bank Corp., Mass.* (1) 4,397,880
----------- -----------
LOAN FUND:
Loans to participants, interest rates from 7.75% to 9%* 415,528 415,528
----------- -----------
Total investments held at December 31, 1998 $ 1,596,315 $17,951,378
----------- -----------
----------- -----------
</TABLE>
(1) THE COST INFORMATION FOR THESE INVESTMENTS WAS NOT
AVAILABLE.
* REPRESENTS A PARTY IN INTEREST TO THE PLAN
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE SUPPLEMENTAL SCHEDULES.
10
<PAGE>
THE ROCKLAND TRUST COMPANY
EMPLOYEE SAVINGS AND
PROFIT SHARING PLAN AND TRUST
ITEM 27d--SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
Sales Purchases
Identity of Party Amount Number Gain (Loss) Amount Number
----------------- ------ ------ ----------- ------ ------
SERIES OF TRANSACTIONS IN SAME SECURITY EXCEEDING 5% OF NET ASSETS AT JANUARY 1, 1998
<S> <C> <C> <C> <C> <C>
U.S. GOVERNMENT OBLIGATIONS:
Federated Government Obligations Fund 367,292 10 (1) 1,413,275 25
United States Treasury Bonds 859,094 9 (1) - -
Spartan U.S. Treasury Money Market 12,522,216 1 (1) - -
MUTUAL FUNDS--BONDS:
Wright Managed Total Return Bond 243,890 34 (1) 1,489,720 32
MUTUAL FUNDS--EQUITY:
Federated Stock Trust Institutional 567,761 24 (1) 570,196 37
Federated Growth Strategies 494,138 18 (1) 462,660 32
Federated Max Cap Institutional 624,840 26 (1) 2,856,802 41
Goldman Sachs International Equity 520,074 22 (1) 772,650 42
Goldman Sachs Core U.S. Equity 460,264 16 (1) 431,633 36
MFS Emerging Growth 49,858 16 (1) 1,041,378 29
MFS Investor Growth Stock 459,147 15 (1) 800,512 31
Massachusetts Investor Trust 573,177 24 (1) 964,243 38
Vanguard Index 500 2,058,251 5 (1) 74,196 5
Wright Managed Selected Blue Chip 699,821 34 (1) 2,949,051 31
INDEPENDENT BANK CORP. STOCK FUND:
Independent Bank Corp., Mass.* 2,282,428 25 (1) 2,152,455 13
<CAPTION>
SINGLE TRANSACTIONS IN SAME SECURITY EXCEEDING 5% OF NET ASSETS AT JANUARY 1, 1998
Spartan U.S. Treasury Money Market 12,522,216 1 (1) - -
Federated Max Cap Institutional - - (1) 2,312,220 1
Vanguard Index 500 2,032,161 1 (1) - -
Wright Managed Selected Blue Chip - - (1) 2,482,050 1
Independent Bank Corp., Mass.* 1,178,086 1 (1) 1,852,313 1
</TABLE>
(1) AS COST OF INVESTMENTS WAS NOT AVAILABLE, GAIN (LOSS)
COULD NOT BE DETERMINED.
* REPRESENTS A PARTY IN INTEREST TO THE PLAN
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE SUPPLEMENTAL SCHEDULES.
11
