GUARANTEE AGREEMENT INDEPENDENT BANK CORP

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Exhibit 4.17

GUARANTEE AGREEMENT

INDEPENDENT BANK CORP.

Dated as of December 28, 2006

(10) Independent Bank Corp.

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TABLE OF CONTENTS

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ARTICLE I

DEFINITIONS AND INTERPRETATION

SECTION 1.1. Definitions and Interpretation ............................. 1

ARTICLE II

POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

SECTION 2.1. Powers and Duties of the Guarantee Trustee ................. 4

SECTION 2.2. Certain Rights of the Guarantee Trustee .................... 5

SECTION 2.3. Not Responsible for Recitals or Issuance of Guarantee ...... 7

SECTION 2.4. Events of Default; Waiver .................................. 7

SECTION 2.5. Events of Default; Notice .................................. 8

ARTICLE III

THE GUARANTEE TRUSTEE

SECTION 3.1. The Guarantee Trustee; Eligibility ......................... 8

SECTION 3.2. Appointment, Removal and Resignation of the Guarantee

Trustee .................................................... 9

ARTICLE IV

GUARANTEE

SECTION 4.1. Guarantee .................................................. 9

SECTION 4.2. Waiver of Notice and Demand ................................ 10

SECTION 4.3. Obligations Not Affected ................................... 10

SECTION 4.4. Rights of Holders .......................................... 11

SECTION 4.5. Guarantee of Payment ....................................... 11

SECTION 4.6. Subrogation ................................................ 11

SECTION 4.7. Independent Obligations .................................... 12

SECTION 4.8. Enforcement ................................................ 12

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TABLE OF CONTENTS

(continued)

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ARTICLE V

LIMITATION OF TRANSACTIONS; SUBORDINATION

SECTION 5.1. Limitation of Transactions ................................. 12

SECTION 5.2. Ranking .................................................... 13

ARTICLE VI

TERMINATION

SECTION 6.1. Termination ................................................ 13

ARTICLE VII

INDEMNIFICATION

SECTION 7.1. Exculpation ................................................ 14

SECTION 7.2. Indemnification ............................................ 14

SECTION 7.3. Compensation; Reimbursement of Expenses .................... 15

ARTICLE VIII

MISCELLANEOUS

SECTION 8.1. Successors and Assigns ..................................... 16

SECTION 8.2. Amendments ................................................. 16

SECTION 8.3. Notices .................................................... 16

SECTION 8.4. Benefit .................................................... 17

SECTION 8.5. Governing Law .............................................. 17

SECTION 8.6. Counterparts ............................................... 17

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GUARANTEE AGREEMENT

This GUARANTEE AGREEMENT (the "Guarantee"), dated as of December 28,

2006, is executed and delivered by Independent Bank Corp., incorporated in

Massachusetts (the "Guarantor"), and LaSalle Bank National Association, as

trustee (the "Guarantee Trustee"), for the benefit of the Holders (as defined

herein) from time to time of the Capital Securities (as defined herein) of

Independent Capital Trust V, a Delaware statutory trust (the "Issuer").

WHEREAS, pursuant to an Amended and Restated Declaration of Trust (the

"Declaration"), dated as of December 28, 2006, among the trustees named therein

of the Issuer, the administrators of the Issuer named therein, Independent Bank

Corp., as sponsor, and the Holders from time to time of undivided beneficial

interests in the assets of the Issuer, the Issuer is issuing on the date hereof

securities, having an aggregate liquidation amount of up to $50,000,000,

designated the TP Securities (the "Capital Securities"); and

WHEREAS, as incentive for the Holders to purchase the Capital

Securities, the Guarantor desires irrevocably and unconditionally to agree, to

the extent set forth in this Guarantee, to pay to the Holders of Capital

Securities the Guarantee Payments (as defined herein) and to make certain other

payments on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the purchase by each Holder of the

Capital Securities, which purchase the Guarantor hereby agrees shall benefit the

Guarantor, the Guarantor executes and delivers this Guarantee for the benefit of

the Holders.

ARTICLE I

DEFINITIONS AND INTERPRETATION

SECTION 1.1. Definitions and Interpretation.

In this Guarantee, unless the context otherwise requires:

(a) capitalized terms used in this Guarantee but not defined in the

preamble above have the respective meanings assigned to them in this

Section 1.1;

(b) a term defined anywhere in this Guarantee has the same meaning

throughout;

(c) all references to "the Guarantee" or "this Guarantee" are to this

Guarantee as modified, supplemented or amended from time to time;

(d) all references in this Guarantee to Articles and Sections are to

Articles and Sections of this Guarantee, unless otherwise specified;

(e) terms defined in the Declaration as of the date of execution of

this Guarantee have the same meanings when used in this Guarantee, unless

otherwise defined in this Guarantee or unless the context otherwise

requires; and

(f) a reference to the singular includes the plural and vice versa.

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"Beneficiaries" means any Person to whom the Issuer is or hereafter

becomes indebted or liable.

"Corporate Trust Office" means the office of the Guarantee Trustee at

which the corporate trust business of the Guarantee Trustee shall, at any

particular time, be principally administered.

"Covered Person" means any Holder of Capital Securities.

"Debentures" means the junior subordinated debentures of Independent

Bank Corp., designated the Junior Subordinated Debt Securities due 2037, held by

the Institutional Trustee (as defined in the Declaration) of the Issuer.

"Event of Default" has the meaning set forth in Section 2.4.

"Guarantee Payments" means the following payments or distributions,

without duplication, with respect to the Capital Securities, to the extent not

paid or made by the Issuer: (i) any accrued and unpaid Distributions (as defined

in the Declaration) which are required to be paid on such Capital Securities to

the extent the Issuer has funds available in the Property Account (as defined in

the Declaration) therefor at such time, (ii) the Redemption Price (as defined in

the Indenture) to the extent the Issuer has funds available in the Property

Account therefor at such time, with respect to any Capital Securities called for

redemption by the Issuer, (iii) the Special Redemption Price (as defined in the

Indenture) to the extent the Issuer has funds available in the Property Account

therefor at such time, with respect to Capital Securities called for redemption

upon the occurrence of a Special Event (as defined in the Indenture), and (iv)

upon a voluntary or involuntary liquidation, dissolution, winding-up or

termination of the Issuer (other than in connection with the distribution of

Debentures to the Holders of the Capital Securities in exchange therefor as

provided in the Declaration), the lesser of (a) the aggregate of the liquidation

amount and all accrued and unpaid Distributions on the Capital Securities to the

date of payment, to the extent the Issuer has funds available in the Property

Account therefor at such time, and (b) the amount of assets of the Issuer

remaining available for distribution to Holders in liquidation of the Issuer

after satisfaction of liabilities to creditors of the Issuer as required by

applicable law (in either case, the "Liquidation Distribution").

"Guarantee Trustee" means LaSalle Bank National Association, until a

Successor Guarantee Trustee has been appointed and has accepted such appointment

pursuant to the terms of this Guarantee and thereafter means each such Successor

Guarantee Trustee.

"Holder" means any holder, as registered on the books and records of

the Issuer, of any Capital Securities; provided, however, that, in determining

whether the holders of the requisite percentage of Capital Securities have given

any request, notice, consent or waiver hereunder, "Holder" shall not include the

Guarantor or any Affiliate of the Guarantor.

"Indemnified Person" means the Guarantee Trustee (including in its

individual capacity), any Affiliate of the Guarantee Trustee, or any officers,

directors, shareholders, members, partners, employees, representatives,

nominees, custodians or agents of the Guarantee Trustee.

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"Indenture" means the Indenture, dated as of December 28, 2006,

between the Guarantor and LaSalle Bank National Association, not in its

individual capacity but solely as trustee, and any indenture supplemental

thereto pursuant to which the Debentures are to be issued to the Institutional

Trustee of the Issuer.

"Liquidation Distribution" has the meaning set forth in the definition

of "Guarantee Payments" herein.

"Majority in liquidation amount of the Capital Securities" means

Holder(s) of outstanding Capital Securities, voting together as a class, but

separately from the holders of Common Securities, of more than 50% of the

aggregate liquidation amount (including the stated amount that would be paid on

redemption, liquidation or otherwise, plus accrued and unpaid Distributions to,

but excluding, the date upon which the voting percentages are determined) of all

Capital Securities then outstanding.

"Obligations" means any costs, expenses or liabilities (but not

including liabilities related to taxes) of the Issuer, other than obligations of

the Issuer to pay to holders of any Trust Securities the amounts due such

holders pursuant to the terms of the Trust Securities.

"Officer's Certificate" means, with respect to any Person, a

certificate signed by one Authorized Officer of such Person. Any Officer's

Certificate delivered with respect to compliance with a condition or covenant

provided for in this Guarantee shall include:

(a) a statement that each officer signing the Officer's Certificate

has read the covenant or condition and the definitions relating thereto;

(b) a brief statement of the nature and scope of the examination or

investigation undertaken by each officer in rendering the Officer's

Certificate;

(c) a statement that each such officer has made such examination or

investigation as, in such officer's opinion, is necessary to enable such

officer to express an informed opinion as to whether or not such covenant

or condition has been complied with; and

(d) a statement as to whether, in the opinion of each such officer,

such condition or covenant has been complied with.

"Person" means a legal person, including any individual, corporation,

estate, partnership, joint venture, association, joint stock company, limited

liability company, trust, unincorporated association, or government or any

agency or political subdivision thereof, or any other entity of whatever nature.

"Responsible Officer" means, with respect to the Guarantee Trustee,

any officer within the CDO Trust Services Group of the Corporate Trust Office of

the Guarantee Trustee with direct responsibility for the administration of any

matters relating to this Guarantee, including any vice president, any assistant

vice president, any secretary, any assistant secretary, the treasurer, any

assistant treasurer, any trust officer or other officer of the Corporate Trust

Office of the Guarantee Trustee customarily performing functions similar to

those performed by

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any of the above designated officers and also means, with respect to a

particular corporate trust matter, any other officer to whom such matter is

referred because of that officer's knowledge of and familiarity with the

particular subject.

"Successor Guarantee Trustee" means a successor Guarantee Trustee

possessing the qualifications to act as Guarantee Trustee under Section 3.1.

"Trust Securities" means the Common Securities and the Capital

Securities.

ARTICLE II

POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

SECTION 2.1. Powers and Duties of the Guarantee Trustee.

(a) This Guarantee shall be held by the Guarantee Trustee for the

benefit of the Holders of the Capital Securities, and the Guarantee Trustee

shall not transfer this Guarantee to any Person except a Holder of Capital

Securities exercising his or her rights pursuant to Section 4.4(b) or to a

Successor Guarantee Trustee on acceptance by such Successor Guarantee

Trustee of its appointment to act as Successor Guarantee Trustee. The

right, title and interest of the Guarantee Trustee shall automatically vest

in any Successor Guarantee Trustee, and such vesting and cessation of title

shall be effective whether or not conveyancing documents have been executed

and delivered pursuant to the appointment of such Successor Guarantee

Trustee.

(b) If an Event of Default actually known to a Responsible Officer of

the Guarantee Trustee has occurred and is continuing, the Guarantee Trustee

shall enforce this Guarantee for the benefit of the Holders of the Capital

Securities.

(c) The Guarantee Trustee, before the occurrence of any Event of

Default and after the curing or waiving of all Events of Default that may

have occurred, shall undertake to perform only such duties as are

specifically set forth in this Guarantee, and no implied covenants shall be

read into this Guarantee against the Guarantee Trustee. In case an Event of

Default has occurred (that has not been cured or waived pursuant to Section

2.4(b)) and is actually known to a Responsible Officer of the Guarantee

Trustee, the Guarantee Trustee shall exercise such of the rights and powers

vested in it by this Guarantee, and use the same degree of care and skill

in its exercise thereof, as a prudent person would exercise or use under

the circumstances in the conduct of his or her own affairs.

(d) No provision of this Guarantee shall be construed to relieve the

Guarantee Trustee from liability for its own negligent action, its own

negligent failure to act, or its own willful misconduct or bad faith,

except that:

(i) prior to the occurrence of any Event of Default and after the

curing or waiving of all Events of Default that may have occurred:

(A) the duties and obligations of the Guarantee Trustee

shall be determined solely by the express provisions of this

Guarantee, and the

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Guarantee Trustee shall not be liable except for the performance

of such duties and obligations as are specifically set forth in

this Guarantee, and no implied covenants or obligations shall be

read into this Guarantee against the Guarantee Trustee; and

(B) in the absence of bad faith on the part of the Guarantee

Trustee, the Guarantee Trustee may conclusively rely, as to the

truth of the statements and the correctness of the opinions

expressed therein, upon any certificates or opinions furnished to

the Guarantee Trustee and conforming to the requirements of this

Guarantee; but in the case of any such certificates or opinions

furnished to the Guarantee Trustee, the Guarantee Trustee shall

be under a duty to examine the same to determine whether or not

on their face they conform to the requirements of this Guarantee;

(ii) the Guarantee Trustee shall not be liable for any error of

judgment made in good faith by a Responsible Officer of the Guarantee

Trustee, unless it shall be proved that such Responsible Officer of

the Guarantee Trustee or the Guarantee Trustee was negligent in

ascertaining the pertinent facts upon which such judgment was made;

(iii) the Guarantee Trustee shall not be liable with respect to

any action taken or omitted to be taken by it in good faith in

accordance with the written direction of the Holders of not less than

a Majority in liquidation amount of the Capital Securities relating to

the time, method and place of conducting any proceeding for any remedy

available to the Guarantee Trustee, or exercising any trust or power

conferred upon the Guarantee Trustee under this Guarantee; and

(iv) no provision of this Guarantee shall require the Guarantee

Trustee to expend or risk its own funds or otherwise incur personal

financial liability in the performance of any of its duties or in the

exercise of any of its rights or powers, if the Guarantee Trustee

shall have reasonable grounds for believing that the repayment of such

funds is not reasonably assured to it under the terms of this

Guarantee, or security and indemnity, reasonably satisfactory to the

Guarantee Trustee, against such risk or liability is not reasonably

assured to it.

SECTION 2.2. Certain Rights of the Guarantee Trustee.

(a) Subject to the provisions of Section 2.1:

(i) The Guarantee Trustee may conclusively rely, and shall be

fully protected in acting or refraining from acting upon, any

resolution, certificate, statement, instrument, opinion, report,

notice, request, direction, consent, order, bond, debenture, note,

other evidence of indebtedness or other paper or document believed by

it to be genuine and to have been signed, sent or presented by the

proper party or parties.

(ii) Any direction or act of the Guarantor contemplated by this

Guarantee shall be sufficiently evidenced by an Officer's Certificate.

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(iii) Whenever, in the administration of this Guarantee, the

Guarantee Trustee shall deem it desirable that a matter be proved or

established before taking, suffering or omitting any action hereunder,

the Guarantee Trustee (unless other evidence is herein specifically

prescribed) may, in the absence of bad faith on its part, request and

conclusively rely upon an Officer's Certificate of the Guarantor

which, upon receipt of such request, shall be promptly delivered by

the Guarantor.

(iv) The Guarantee Trustee shall have no duty to see to any

recording, filing or registration of any instrument or other writing

(or any rerecording, refiling or reregistration thereof).

(v) The Guarantee Trustee may consult with counsel of its

selection, and the advice or opinion of such counsel with respect to

legal matters shall be full and complete authorization and protection

in respect of any action taken, suffered or omitted by it hereunder in

good faith and in accordance with such advice or opinion. Such counsel

may be counsel to the Guarantor or any of its Affiliates and may

include any of its employees. The Guarantee Trustee shall have the

right at any time to seek instructions concerning the administration

of this Guarantee from any court of competent jurisdiction.

(vi) The Guarantee Trustee shall be under no obligation to

exercise any of the rights or powers vested in it by this Guarantee at

the request or direction of any Holder, unless such Holder shall have

provided to the Guarantee Trustee such security and indemnity,

reasonably satisfactory to the Guarantee Trustee, against the costs,

expenses (including attorneys' fees and expenses and the expenses of

the Guarantee Trustee's agents, nominees or custodians) and

liabilities that might be incurred by it in complying with such

request or direction, including such reasonable advances as may be

requested by the Guarantee Trustee; provided, however, that nothing

contained in this Section 2.2(a)(vi) shall be taken to relieve the

Guarantee Trustee, upon the occurrence of an Event of Default, of its

obligation to exercise the rights and powers vested in it by this

Guarantee.

(vii) The Guarantee Trustee shall not be bound to make any

investigation into the facts or matters stated in any resolution,

certificate, statement, instrument, opinion, report, notice, request,

direction, consent, order, bond, debenture, note, other evidence of

indebtedness or other paper or document, but the Guarantee Trustee, in

its discretion, may make such further inquiry or investigation into

such facts or matters as it may see fit.

(viii) The Guarantee Trustee may execute any of the trusts or

powers hereunder or perform any duties hereunder either directly or by

or through agents, nominees, custodians or attorneys, and the

Guarantee Trustee shall not be responsible for any misconduct or

negligence on the part of any agent or attorney appointed with due

care by it hereunder.

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(ix) Any action taken by the Guarantee Tr