Sec Form 4 Filing - KELLEY FERDINAND T @ INDEPENDENT BANK CORP - 2007-02-15

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person KELLEY FERDINAND T 2. Issuer Name and Ticker or Trading Symbol INDEPENDENT BANK CORP [ INDB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Vice President (Last) (First) (Middle) 288 UNION STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/15/2007 (Street) ROCKLAND, MA02370 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock ( 1 ) 2,329.826 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Non-Qualified Stock Option (right to buy) $ 32.995 02/15/2007 A 10,000 02/15/2008( 2 ) 02/15/2017 Common Stock 10,000 $ 0 1 0,000 D Incentive Stock Option (right to buy) $ 17.25 ( 3 ) 12/22/2008 Common Stock 2,657 2,657 D Incentive Stock Option (right to buy) $ 20.125 ( 4 ) 12/19/2011 Common Stock 6,947 6,947 D Incentive Stock Option (right to buy) $ 23.47 ( 5 ) 12/19/2012 Common Stock 4,740 4,740 D Incentive Stock Option (right to buy) $ 30.14 ( 6 ) 12/11/2013 Common Stock 3,412 3,412 D Non-Qualified Stock Option (right to buy) $ 28.895 12/15/2005( 7 ) 12/14/2012 Common Stock 12,000 12,000 D Non-Qualified Stock Option (right to buy) $ 30.14 ( 6 ) 12/11/2013 Common Stock 6,138 6,138 D Non-Qualified Stock Option (right to buy) ( 8 ) $ 34.18 12/15/2005 12/09/2014 Common Stock 12,000 12,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KELLEY FERDINAND T 288 UNION STREET ROCKLAND, MA02370 Executive Vice President Signatures By: Linda M. Campion, Power of Attorney For: Ferdinand T. Kelley 02/20/2007 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Direct holdings include 125.3371 shares held joint with spouse. ( 2 )The options will vest in equal installments of 2,000 shares over a five-year term beginning on 2/15/2008 and thereafter on each successive anniversary date (2/15/2009 - 2/15/2012). ( 3 )Granted under the 1997 Plan, 3,792 shares pursuant to the Option shall first become exercisable on 6/24/99, 3,792 shares shall first become exercisable on January 2, 2000, and the remaining 3,791 shares shall first become exercisable on January 2, 2001. The option will expire on 12/22/08 subject to the earlier termination provisions noted above. ( 4 )Granted under the 1997 Plan, 4,067 shares shall first become exercisable on 6/21/02, 4,067 shares shall first become exercisable on 1/2/03, and the remaining 4,066 shares shall first become exercisable on 1/2/04 subject to the earlier termination provisions noted above. ( 5 )Granted under the 1997 Plan. 3,967 shares shall first become exercisable on 06/20/03, 3,967 shares shall first become exercisable on 1/2/04, and the remaining 3,966 shares shall first become exercisable on 1/2/05. The Options will expire on 12/19/12, subject to the earlier termination of employment or acceleration of vesting schedule under certain termination of employment circumstances. ( 6 )Granted under the Independent Bank Corp. 1997 Employee Stock Option Plan (1997 Plan). 3,184 shares shall first become exercisable on 06/11/04, 3,184 shares shall first become exercisable on 01/02/05, and the remaining 3,183 shall first become exercisable on 01/02/06. The Option will expire on 12/11/13 subject to the earlier termination of employment or acceleration of vesting schedule under certain termination of employee circumstances. ( 7 )Non-Qualified Stock Options granted under the Independent Bank Corp. 2005 Employee Stock Plan (2005 Plan). The Options granted on 12/15/05 vest immediately and will expire on December 14, 2012, unless earlier terminated in accordance with Stock Option Agreement. ( 8 )3 ,043 Options formerly reported as ISO's under the 12/9/04 grant have converted to NQO's due to an acceleration of vesting for all options granted that date. All options granted on 12/9/04 have now immediately fully vested a/o 12/15/05.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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