8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 24, 2009

BERKSHIRE HILLS BANCORP, INC.
(Exact name of registrant as specified in its charter)

Delaware	0-51584	04-3510455
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

24 North Street, Pittsfield, Massachusetts	01201
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (413) 443-5601

Not Applicable

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On June 24, 2009, Berkshire Hills Bancorp, Inc. (the “Company”) entered into a Warrant Repurchase Agreement (the “Repurchase Agreement”) with the United States Department of the Treasury (“Treasury”) and repurchased for $1,040,000 million the warrant to purchase 226,330 shares of Company common stock issued and sold to the Treasury in connection with the Company’s issuance and sale of 40,000 shares of Fixed Rate Cumulative Perpetual Preferred Stock (the “Preferred Stock”). On May 27, 2009, the Company redeemed the Preferred Stock. The Repurchase Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K (“Report”) and is incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement

On June 25, 2009, the Company and CNB Financial Corp. (“CNB Financial”), entered into a Merger Termination Agreement (the “Termination Agreement”) pursuant to which the Company and CNB Financial mutually terminated the Agreement and Plan of Merger (the “Merger Agreement”) that the parties previously executed on April 29, 2009. Under the terms of the Termination Agreement, the Company was paid a termination fee of $970,000.

Copies of the Merger Agreement and the Termination Agreement, are included as Exhibits 2.1 and 2.2, respectively, to this Report and are incorporated herein by reference. The material terms and conditions of the Merger Agreement were previously disclosed in the Company’s Current Report on Form 8-K filed on April 29, 2009. A copy of the Company’s press release announcing that the Company has entered into the Termination Agreement is attached as Exhibit 99.1 to this Report.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
2.1	Agreement and Plan of Merger dated as of April 29, 2009 by and between Berkshire Hills Bancorp, Inc. and CNB Financial Corp. (incorporated by reference to Exhibit 2.1 to Berkshire Hills Bancorp, Inc.’s Current Report on Form 8-K filed with the SEC on April 29, 2009).
2.2	Merger Termination Agreement dated as of June 25, 2009 by and between Berkshire Hills Bancorp, Inc. and CNB Financial Corp.
10.2	Repurchase Agreement, dated June 24, 2009, between the United States Department of the Treasury and Berkshire Hills Bancorp, Inc.
99.1	Press Release dated June 25, 2009.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Berkshire Hills Bancorp, Inc.

DATE: June 29, 2009

By: /s/Kevin P. Riley                  
Kevin P. Riley
Executive Vice President and Chief
Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
2.1	Agreement and Plan of Merger dated as of April 29, 2009 by and between Berkshire Hills Bancorp, Inc. and CNB Financial Corp. (incorporated by reference to Exhibit 2.1 to Berkshire Hills Bancorp, Inc.’s Current Report on Form 8-K filed with the SEC on April 29, 2009).
2.2	Merger Termination Agreement dated as of June 25, 2009 by and between Berkshire Hills Bancorp, Inc. and CNB Financial Corp.
10.2	Repurchase Agreement, dated June 24, 2009, between the United States Department of the Treasury and Berkshire Hills Bancorp, Inc.
99.1	Press Release dated June 25, 2009.

EX-2.2

Exhibit 2.2

MERGER TERMINATION AGREEMENT

This Merger Termination Agreement (this “Agreement”) is entered into as of June 25, 2009 by and between Berkshire Hills Bancorp, Inc. (“Berkshire Hills Bancorp”), a Delaware corporation, and CNB Financial Corp. (“CNB Financial”), a Massachusetts corporation.

RECITALS

WHEREAS, Berkshire Hills Bancorp and CNB Financial have entered into an Agreement and Plan of Merger, dated April 29, 2009, as amended on May 21, 2009 (the “Merger Agreement”); and

WHEREAS, capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Merger Agreement; and

WHEREAS, Section 7.1(a) of the Merger Agreement provides that the Merger Agreement may be terminated at any time prior to the Effective Time of the Merger by mutual written consent of Berkshire Hills Bancorp and CNB Financial; and

WHEREAS, Berkshire Hills Bancorp and CNB Financial intend to terminate the Merger Agreement effective upon the receipt by Berkshire Hills Bancorp of the Fee provided for in Section 2(b) of this Agreement; and

WHEREAS, the Boards of Directors of Berkshire Hills Bancorp and CNB Financial have each authorized the termination of the Merger Agreement pursuant to the terms of this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the promises and the agreements set forth herein, the parties agree as follows:

1. Termination of Merger Agreement. Effective immediately upon receipt by Berkshire Hills Bancorp of the Fee described in Section 2(b) below, Berkshire Hills Bancorp and CNB Financial hereby terminate the Merger Agreement pursuant to Section 7.1(a) of the Merger Agreement by the mutual consent of the parties thereto. If the Fee is not received by Berkshire Hills Bancorp by the date specified in Section 2(b) below, this Agreement shall become null and void and have no effect, and the Merger Agreement shall continue in full force and effect as if this Agreement had not been entered into.

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2. Effect of Termination; Mutual Discharge and Waiver.

(a) Except as expressly provided in this Agreement, including Section 4 hereto, as a result of the termination of the Merger Agreement pursuant to this Agreement, the Merger Agreement shall become void, and there shall be no liability under the Merger Agreement on the part of any party hereto or any of their respective affiliates, subsidiaries, directors, officers, shareholders, employees, agents, financial and legal advisors and other representatives, and all rights and obligations of each party thereto shall cease, except that no party shall be relieved or released from any liabilities or damages arising out of a willful breach as provided in Section 7.3 of the Merger Agreement.

(b) CNB Financial shall pay to Berkshire Hills Bancorp the $970,000 termination fee (the “Fee”) provided for in Section 7.2(a) of the Merger Agreement on or before the business day following the date of this Agreement. Payment of the Fee shall be made by wire transfer of immediately available funds to the account designated by Berkshire Hills Bancorp on Exhibit A hereto. In the event CNB Financial has paid the Fee by wire transfer to the account designated on Exhibit A before the execution of this Agreement, the Fee shall be deemed to be received by Berkshire Hills Bancorp concurrently with the execution of this Agreement. Berkshire Hills Bancorp acknowledges that payment of the Fee shall constitute full and final satisfaction of any and all obligations of CNB Financial under Section 7.2 of the Merger Agreement.

(c) Effective upon receipt by Berkshire Hills Bancorp of the Fee described in Section 2(b) above, each party hereto, on behalf of itself and, to the extent permitted by law, its affiliates, subsidiaries, directors, officers, shareholders, employees, agents, financial and legal advisors and other representatives, and the successors and assigns of each of them (each, a “Releasing Party”), hereby releases the other party hereto and each of its respective affiliates, subsidiaries, directors, officers, shareholders, employees, agents, financial and legal advisors and other representatives, and the successors and assigns of each of them, from any and all liabilities and obligations, claims, causes of action and suits, at law or in equity, whether now known or unknown, whether arising under any federal, state, local or foreign law or otherwise, that any Releasing Party has, has had or may have in the future arising out of, relating to, or in connection with the Merger Agreement, the CNB Financial Voting Agreements and the transactions contemplated thereby, including, without limitation, any liability or obligation set forth in Section 7.2 of the Merger Agreement and any liability or obligation arising out of any breach or alleged breach of any representation, warranty, covenant or agreement contained in the Merger Agreement, provided that nothing in this Section 2 shall impair the survival and full force of the Confidentiality Agreements (as defined in Section 4 below).

3. Acknowledgement of Termination of CNB Financial Voting Agreements. Berkshire Hills Bancorp and CNB Financial each acknowledge that, effective upon and by virtue of the termination of the Merger Agreement pursuant to Section 1 hereof, the CNB Financial Voting Agreements executed in connection with the Merger Agreement shall be simultaneously terminated in accordance with their terms and no obligations, rights, responsibilities or other encumbrances or restrictions of any kind shall result or arise therefrom.

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4. Survival of Confidentiality Agreement. Notwithstanding anything contained in this Agreement or in the Merger Agreement to the contrary, the provisions of the Confidentiality Agreements dated February 23, 2009 and April 9, 2009 between Berkshire Hills Bancorp and CNB Financial (the “Confidentiality Agreements”) shall survive and remain in full force and effect in accordance with its terms. On or before July 10, 2009, Berkshire Hills Bancorp and CNB Financial agree to return to the other party all Confidential Information (as such term is defined in the Confidentiality Agreements) held by it or any of its affiliates, directors, officers, employees, agents, financial advisors, legal advisors, accountants or controlling persons (the “Representatives’), and to destroy all other documents, memoranda, notes, summaries, analyses, extracts, compilations, studies or other material prepared by or in the possession of the other party of their Representatives, based on the Confidential Information. Each party acknowledges that the Confidentiality Agreements apply to any respective successor(s) thereof.

5. Representations of Berkshire Hills Bancorp. Each of Berkshire Hills Bancorp and its subsidiaries is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has requisite power and authority to operate its business as it is now currently conducted. Berkshire Hills Bancorp has full corporate power and authority to execute and deliver this Agreement. This Agreement has been duly and validly executed and delivered by Berkshire Hills Bancorp and constitutes a valid binding obligation of Berkshire Hills Bancorp enforceable against Berkshire Hills Bancorp in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditor’s rights generally and by general equitable principles.

6. Representations of CNB Financial. Each of CNB Financial and its subsidiaries is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has requisite power and authority to operate its business as it is now currently conducted. CNB Financial has full corporate power and authority to execute and deliver this Agreement. This Agreement has been duly and validly executed and delivered by CNB Financial and constitutes a valid binding obligation of CNB Financial enforceable against CNB Financial in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditor’s rights generally and by general equitable principles.

7. Public Announcement. Berkshire Hills Bancorp and CNB Financial acknowledge that each intends to issue a press release promptly after the execution of this Agreement with respect to this Agreement and the termination of the Merger Agreement. Each of Berkshire Hills Bancorp and CNB Financial shall consult with the other before issuing such press release.

8. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts of laws principles. This Agreement shall be binding upon any successor to Berkshire Hills Bancorp or CNB Financial.

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9. Specific Performance. The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or in equity.

10. Headings. The descriptive headings contained in this Agreement are included for convenience of reference only and shall not effect in any way the meaning or interpretation of this Agreement.

11. Amendment; Counterparts. This Agreement may be modified or amended only by a writing signed by the parties hereto. This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

[Remainder of page intentionally blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the date first written above.

Berkshire Hills Bancorp, Inc.

By: /s/Michael P. Daly                                   
Michael P. Daly
President and Chief Executive Officer

CNB Financial Corp.

By: /s/Cary J. Corkin                                          
Cary J. Corkin
Chairman of the Board of Directors

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EX-10.2

Exhibit 10.2

UNITED STATES DEPARTMENT OF THE TREASURY
1500 Pennsylvania Avenue, NW
Washington, D.C. 20220

June 24, 2009

Ladies and Gentlemen:

Reference is made to that certain letter agreement (the “Repurchase Letter Agreement”), dated as of the date set forth on Schedule A hereto, between the United States Department of the Treasury (the “Investor”) and the company set forth on Schedule A hereto (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Repurchase Letter Agreement.

As documented by the Repurchase Letter Agreement, the Company has completed the repurchase from the Investor of all of the Preferred Shares issued to the Investor pursuant to the Securities Purchase Agreement. Following such time, the Company delivered a Warrant Repurchase Notice dated as of the date set forth on Schedule A hereto to the Investor. In connection with the consummation, on the date hereof, of the repurchase of the Warrant by the Company from the Investor, as contemplated by the Warrant Repurchase Notice and Section 4.9 of the Securities Purchase Agreement:

(a) The Company hereby acknowledges receipt from the Investor of the Warrant; and

(b) The Investor hereby acknowledges receipt from the Company of a wire transfer to the account of the Investor set forth on Schedule A hereto in immediately available funds of the aggregate purchase price set forth on Schedule A hereto, representing payment in full for the Warrant, determined in accordance with Section 4.9 of the Securities Purchase Agreement.

This letter agreement will be governed by and construed in accordance with the federal law of the United States if and to the extent such law is applicable, and otherwise in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State.

This letter agreement may be executed in any number of separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same agreement. Executed signature pages to this letter agreement may be delivered by facsimile and such facsimiles will be deemed sufficient as if actual signature pages had been delivered.

In witness whereof, the parties have duly executed this letter agreement as of the date first written above.

UNITED STATES DEPARTMENT OF THE TREASURY

By:/s/Duane Morse                                                         
Name: Duane Morse
Title: Chief Risk and Compliance Officer

COMPANY:BERKSHIRE HILLS BANCORP, INC.

By:/s/Michael P. Daly                                                     
Name: Michael P. Daly
Title: President and CEO

SCHEDULE A

Company Information:

Name of the Company: Berkshire Hills Bancorp, Inc.

Corporate or other organizational form of the Company: Corporation

Jurisdiction of organization of the Company: Delaware

Information related to the Preferred Share Repurchase:

Date of Repurchase Letter Agreement for the repurchase of all 40,000 of the Preferred Shares: May 27, 2009¹

Terms of the Warrant Repurchase:

Date of Warrant Repurchase Notice: June 18, 2009

Aggregate purchase price for the Warrant: $1,040,000.00

Investor wire information for payment of purchase price for the Warrant: ABA Number: 021000018
Bank: Bank of New York Mellon
Account Name: BETA EESA
Preferred Account
Account Number: GLA/111567
Beneficiary: Ref: a/c #629904

EX-99.1

Exhibit 99.1

Berkshire Hills Terminates Merger Agreement with CNB Financial and Repurchases TARP Warrant

Company Release — 06/25/2009 19:43

PITTSFIELD, Mass.—(BUSINESS WIRE)— Berkshire Hills Bancorp (BHLB) has entered into an agreement with CNB Financial Corp. to terminate the definitive merger agreement previously entered into on April 29, 2009. A termination fee payment of $970 thousand has been made to Berkshire.

Berkshire has also repurchased the warrant for 226 thousand common shares issued to the U.S. Treasury in conjunction with the preferred stock which Berkshire had issued to the Treasury in December 2008 and repaid in May 2009. Berkshire paid $1.04 million to the Treasury to repurchase the warrant.

BACKGROUND

Berkshire Hills Bancorp is headquartered in Pittsfield, Massachusetts. It has $2.7 billion in assets and is the parent of Berkshire Bank — America’s Most Exciting BankSM. The Company provides personal and business banking, insurance, wealth management, and investment services through 48 financial centers in western Massachusetts, northeastern New York, and southern Vermont. Berkshire Bank provides 100% deposit insurance protection, regardless of amount, based on a combination of FDIC insurance and the Depositors Insurance Fund (DIF). For more information, visit www.berkshirebank.com or call 800-773-5601.

Source: Berkshire Hills Bancorp

Contact: Berkshire Hills Bancorp David H. Gonci, 413-281-1973 Corporate Finance Officer