Independent Bank (INDB) 8-K/A Index to Consolidated Financial Statements

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

     On April 10, 2009, Independent Bank Corp. (“Independent”), parent of Rockland Trust Company, and Benjamin Franklin Bancorp, Inc. (“Ben Franklin”), parent of Benjamin Franklin Bank, completed the merger (the “Merger”) in which Ben Franklin merged with and into Independent, with Independent as the surviving corporation. Each share of Ben Franklin stock outstanding immediately preceding the effective time of the Merger was converted into .59 shares of Independent common stock. Total merger consideration consisted of approximately 4.6 million shares of Independent’s common stock. The transaction is accounted for as an acquisition and accordingly, Ben Franklin assets and liabilities are recorded by Independent at their fair market value as of April 10, 2009.

     The following preliminary unaudited pro forma condensed combined financial information and notes present how the combined financial statements of Independent and Ben Franklin may have appeared had the Merger been completed at the beginning of the periods presented. The preliminary unaudited pro forma condensed combined financial information reflects the impact of the Merger on the combined balance sheets and combined statements of income under the acquisition method of accounting with Independent as the acquirer. Under the acquisition method of accounting, Ben Franklin assets and liabilities are recorded by Independent at their fair market value as of the date that the Merger is completed. The preliminary unaudited pro forma condensed combined balance sheet as of March 31, 2009 assumes the Merger was completed on that date. The preliminary unaudited condensed combined statement of income for the period ending December 31, 2008 assumes the Merger was completed on January 1, 2008 and the combined statement of income for the period ending March 31, 2009 assumes the Merger was completed on January 1, 2009.

     The pro forma adjustments are based on preliminary purchase price allocations. Actual allocations will be based on final appraisals and other analyses of the fair value of, among other items, identifiable intangible assets, goodwill, and income taxes. The allocations will be finalized after the data necessary to complete the appraisal and the analyses of the fair values of acquired assets and liabilities is obtained and analyzed.

     The preliminary unaudited pro forma condensed combined financial information is derived from and should be read in conjunction with the historical consolidated financial statements and related notes of Independent which are incorporated into this document by reference and financial statements and related notes of Ben Franklin, which are incorporated into this document by reference and included.

     The unaudited pro forma condensed combined financial information is not necessarily indicative of the financial position or results of operations presented as of the date or for the periods indicated, or the results of operations or financial position that may be achieved in the future.

Independent and Ben Franklin
Unaudited Pro Forma Condensed Combined Consolidated Balance Sheet
As of March 31, 2009

								Unaudited
	Independent		Ben Franklin		Adjustments			Pro Forma
	(Dollars in Thousands, Except Per Share Data)
Cash and Short Term Investments	$	220,283	$	46,832	$	5,001	(1)	$	272,116
Securities		616,528		175,766					792,294
Loans, net		2,640,087		681,451		9,610	(2)		3,331,148
Bank Premises and Equipment		36,733		4,724		1,076	(3)		42,533
Goodwill		116,863		33,762		(21,308	)(4)		129,317
Identifiable Intangible Assets		8,863		2,078		4,888	(5)		15,829
Other Assets		127,082		54,201		(3,711	)(6)		177,572
Total Assets	$	3,766,439	$	998,814	$	(4,444	)	$	4,760,809
Deposits		2,653,741		691,815		1,895	(7)		3,347,451
Borrowings		672,395		187,983		22,477	(8)		882,855
Other Liabilities		46,780		9,125		(3,423	)(9)		52,482
Stockholders’ Equity		393,523		109,891		(25,393	)(10)		478,021
Total Liabilities and Stockholders’ Equity	$	3,766,439	$	998,814	$	(4,444	)	$	4,760,809
Common shares		16,286,455				4,624,948	(11)		20,911,403

(1)	Cash received from termination of Ben Franklin employee stock ownership plan.
(2)	Fair value adjustments on loans of $2,958, net of eliminated Ben Franklin allowance of $6,652.
(3)	Fair value adjustments.
(4)	Allocation of purchase price based upon the relative fair values of net assets acquired:

Assets:
Cash acquired, net of cash paid	$	37,500
Investments		175,766
Loans, net		691,061
Premises and Equipment		5,800
Goodwill		12,454
Core Deposit & Other Intangible		6,966
Other Assets		50,490

Total Assets Acquired		980,037
Liabilities:
Deposits		693,711
Borrowings		196,126
Other Liabilities		5,702
Total Liabilities Assumed		895,539
Purchase Price	$	84,498	*

* Represents a conversion of 100% of Ben Franklin’s outstanding shares of common stock,each into 0.59 shares of Independent stock (based upon the average closing Independent stock value of $18.27 based upon the closing stock price at April 10, 2009, the closing date of the acquisition.)

(5)	To reflect the recognition of core deposit intangible (“CDI”) of $6,626, other intangibles of $50 relating to the brand name acquired in the Ben Franklin acquisition and the fair value adjustment to operating leases acquired of $290. The CDI amount represents the estimated future economic benefit resulting from the acquired customer balances and relationships as determined by an independent appraisal.
(6)	To reflect estimated net deferred income tax liabilities of $3,711 arising from the purchase and fair value adjustments of assets and liabilities.
(7)	Fair value adjustments of time deposits at current market rates.
(8)	Fair value adjustment of borrowings at current market rates of $8,143 and consideration of additional borrowings required to fund the transaction costs of $14,334.
(9)	Fair value adjustment of other liabilities.
(10)	To reflect the elimination of Ben Franklin shareholders’ equity as a part of the purchase accounting adjustments and represents the conversion of 100% of Ben Franklin into Independent shares at an exchange ratio of 0.59 of Independent shares per Ben Franklin shares (assuming a stock price of $18.27).
(11)	Amount represents Ben Franklin shares that were converted into Independent shares at date of acquisition at a ratio of .59.

Independent and Ben Franklin
Unaudited Pro Forma Income Statement
Year Ended December 31, 2008

									Unaudited
	Independent			Ben Franklin		Adjustments			Pro Forma
	(Dollars in Thousands, Except Per Share Data)
INTEREST INCOME
Interest on Loans	$	151,105		$	40,575	$	(2,160	)(1)	$	189,520
Interest and Dividends on Securities		23,447			8,154					31,601
Interest on Fed Funds Sold and Short Term Investments		1,836			418		—			2,254
Total Interest Income		176,388			49,147		(2,160	)		223,375
INTEREST EXPENSE
Interest on Deposits		38,896			13,401		(1,200	)(2)		51,097
Interest on Borrowed Funds		20,030			8,773		(4,072	)(3)		24,732
Total Interest Expense		58,926			22,174		(5,272	)		75,829
Net Interest Income		117,462			26,973		3,112			147,547
Less — Provision for Loan Losses		10,888			2,298		—			13,186
Net Interest Income after Provision for Loan Losses		106,574			24,675		3,112			134,361
NON-INTEREST INCOME
Service Charges on Deposit Accounts		15,595			2,913		—			18,508
Wealth Management		11,133			—		—			11,133
Mortgage Banking Income		3,072			1,047		—			4,119
BOLI Income		2,555			410		—			2,965
Net Loss/Gain on Sale of Securities		(609	)		—		—			(609	)
Other-Than-Temporary-Impairment on Certain Pooled Trusted Preferred Securities		(7,216	)		—		—			(7,216	)
Other Non-Interest Income		3,554			1,301		—			4,855
Total Non-Interest Income		28,084			5,671		—			33,755
NON-INTEREST EXPENSE
Salaries and Employee Benefits		58,275			13,477					71,752
Occupancy and Equipment Expenses		12,757			3,507		121	(4)		16,385
Data Processing and Facilities Management		5,574			2,299		—			7,873
Other Non-Interest Expense		27,537			5,425		13,201	(5)		46,163
Total Non-Interest Expense		104,143			24,708		13,322			142,173
INCOME BEFORE INCOME TAXES		30,515			5,638		(10,211	)		25,943
PROVISION FOR INCOME TAXES		6,551			1,969		(2,455	)(6)		6,065
NET INCOME	$	23,964		$	3,669	$	(7,755	)	$	19,878
BASIC EARNINGS PER SHARE	$	1.53		$	0.50				$	0.99
DILUTED EARNINGS PER SHARE	$	1.52		$	0.50				$	0.99
BASIC AVERAGE SHARES		15,694,555			7,300,611		(2,993,251	)(7)		20,001,915
DILUTED AVERAGE SHARES		15,759,482			7,383,386		(3,027,188	)(8)		20,115,680

(1)	Accretion of loan premium of $12,690 over estimated life of loans.
(2)	Amortization of deposit fair value adjustment over estimated life of 5 years.
(3)	Amortization of fair value adjustment on borrowings.
(4)	Amortization of fair value adjustment on fixed assets and leases over estimated useful lives.
(5)	CDI Amortization of $656 over an estimated life of 10 years, plus non competes for Ben Franklin executives of $650, plus additional post-acquisition expenses of $11,895, ($4,200 of which is non-deductible).
(6)	Change in taxes from adjustments at an assumed tax rate of 40.85%, less non deductible items of $4,200.
(7)	Represents the number of average shares issued in the transaction (4,307,360), less shares outstanding at the end of the period.
(8)	Represents the number of average shares issued in the transaction (4,307,360) plus dilutive shares of 48,837 from the transaction, less shares outstanding at the end of the period.

Independent and Ben Franklin
Unaudited Pro Forma Income Statement
Three Months Ended March 31, 2009

									Unaudited
	Independent		Ben Franklin			Adjustments			Pro Forma
	(Dollars in Thousands, Except Per Share Data)
INTEREST INCOME
Interest on Loans	$	35,946	$	10,044		$	(540	)(1)	$	45,450
Interest and Dividends on Securities		6,963		1,678			—			8,641
Interest on Fed Funds Sold and Short Term Investments		502		5			—			507
Total Interest Income		43,411		11,727			(540	)		54,598
INTEREST EXPENSE
Interest on Deposits		8,407		2,638			(300	)(2)		10,745
Interest on Borrowed Funds		5,015		2,136			(1,018	)(3)		6,133
Total Interest Expense		13,422		4,774			(1,318	)		16,878
Net Interest Income		29,989		6,953			778			37,720
Less — Provision for Loan Losses		4,000		2,268			—			6,268
Net Interest Income after Provision for Loan Losses		25,989		4,685			778			31,452
NON-INTEREST INCOME
Service Charges on Deposit Accounts		3,648		440			—			4,088
Wealth Management		2,330		—			—			2,330
Mortgage Banking Income		1,156		257			—			1,413
BOLI Income		729		0			—			729
Net Gain on Sale of Securities		1,379		680			—			2,059
Other Non-Interest Income		1,231		516			—			1,747
Total Non-Interest Income		10,473		1,893			—			12,366
NON-INTEREST EXPENSE
Salaries and Employee Benefits		14,859		5,052			—			19,911
Occupancy and Equipment Expenses		3,705		826			30	(4)		4,561
Data Processing and Facilities Management		1,415		575			—			1,990
Other Non-Interest Expense		8,328		1,902			12,222	(5)		22,452
Total Non-Interest Expense		28,307		8,355			12,252			48,914
INCOME BEFORE INCOME TAXES		8,155		(1,777	)		(11,474	)		(5,096	)
PROVISION FOR INCOME TAXES		1,767		(438	)		(2,971	)(6)		(1,642	)
NET INCOME/(LOSS)	$	6,388	$	(1,339	)	$	(8,502	)	$	(3,453	)
BASIC EARNINGS/(LOSS) PER SHARE	$	0.39	$	(0.18	)				$	(0.17	)
DILUTED EARNINGS/(LOSS) PER SHARE	$	0.39	$	(0.18	)				$	(0.17	)
BASIC AVERAGE SHARES		16,285,955		7,386,863			(3,028,614	)		20,644,204
DILUTED AVERAGE SHARES		16,303,836		7,536,830			(3,090,100	)		20,750,566

(1)	Accretion of loan premium of $12,690 over estimated life of loans.
(2)	Amortization of deposit fair value adjustment over estimated life of 5 years.
(3)	Amortization of fair value adjustment on borrowings.
(4)	Amortization of fair value adjustment on fixed assets and leases over estimated useful lives.
(5)	CDI Amortization of $164 over an estimated life of 10 years, plus non-competes for Ben Franklin executives of $163, plus additional post-acquisition expenses of $11,895, ($4,200 of which is non-deductible).
(6)	Change in taxes from adjustments at an assumed tax rate of 40.85%, less non deductible items of $4,200.
(7)	Represents the number of average shares issued in the transaction (4,358,249), less shares outstanding at the end of the period.
(8)	Represents the number of average shares issued in the transaction (4,358,249) plus dilutive shares of 149,967 from the transaction, less shares outstanding at the end of the period.