Form 8-K

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ND6QTE8jqSXfwsERS96drWcJHfpCUbbEVZhX85lCQXd3NyricPXyoXnz6rORSQ1E j9gGuvrSCF8RAHAnWRC4eA== 0000950123-10-037184.txt : 20100422 0000950123-10-037184.hdr.sgml : 20100422 20100422163115 ACCESSION NUMBER: 0000950123-10-037184 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20100419 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100422 DATE AS OF CHANGE: 20100422 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BERKSHIRE HILLS BANCORP INC CENTRAL INDEX KEY: 0001108134 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 043510455 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51584 FILM NUMBER: 10764807 BUSINESS ADDRESS: STREET 1: 24 NORTH ST. CITY: PITTSFIELD STATE: MA ZIP: 01201 BUSINESS PHONE: 4134435601 MAIL ADDRESS: STREET 1: 24 NORTH ST CITY: PITTSFIELD STATE: MA ZIP: 01201 8-K 1 c99553e8vk.htm FORM 8-K Form 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): April 19, 2010

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 2.02.		Results of Operations and Financial Condition.

On April 21, 2010, Berkshire Hills Bancorp, Inc. (the “Company”), the holding company for Berkshire Bank, announced: (1) its financial results for the quarter ended March 31, 2010; and (2) the declaration of a quarterly dividend of $.16 per share. The press release containing these announcements is included as Exhibit 99.1 and shall not be deemed “filed” for any purpose.


Item 5.02.		Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 19, 2010, Berkshire Hills Bancorp, Inc. and David B. Farrell entered into a separation agreement and release (“Separation Agreement”) and a non-solicitation and non-competition agreement (“Non-Solicitation Agreement”) in connection with Mr. Farrell’s resignation as President of Berkshire Insurance Group, Inc. The Separation Agreement provides for a payment to Mr. Farrell of $125,000 in exchange for a release of claims against Berkshire Hills Bancorp, Inc., Berkshire Bank or Berkshire Insurance Group, Inc., and their affiliates and subsidiaries. Under the Non-Solicitation Agreement, Mr. Farrell must refrain from competing with, or soliciting clients or employees of, Berkshire Insurance Group, Inc. through October 30, 2010.

The foregoing descriptions of the Separation Agreement and the Non-Solicitation Agreement are qualified in their entirety by reference to the copies of such agreements that are included as Exhibits 10.1 and 10.2 to this Current Report and incorporated by reference into this Item 5.02.


Item 9.01.		Financial Statements and Exhibits

(d) Exhibits.


Exhibit No.		Description

	10.1	Separation and Release Agreement

	10.2	Non-Solicitation and Non-Competition Agreement

	99.1	Press Release dated April 21, 2010

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: April 22, 2010	By:	/s/ Kevin P. Riley
		Michael P. Daly
		President and Chief Executive Officer

EX-10.1 2 c99553exv10w1.htm EXHIBIT 10.1 Exhibit 10.1

Exhibit 10.1

CONFIDENTIAL – HAND DELIVERED

April 19, 2010

David B. Farrell
210 Rote Hill Road
Sheffield, MA 01257

Dear Dave:

For the reasons that we have discussed, you have elected to terminate your employment with the Company (as hereinafter defined) effective April 30, 2010. Berkshire Hills Bancorp, Inc., together with its primary subsidiaries Berkshire Bank and Berkshire Insurance Group, Inc., desires to resolve any and all issues relating to the conclusion of your employment with the Company amicably and on mutually satisfactory terms. To that end, the Company is offering you a separation package in accordance with the terms of this Letter Agreement. Upon your signature, this Letter Agreement shall constitute the agreement between you and the Company on the terms of your separation from employment as follows:

1. Your employment shall terminate effective April 30, 2010 (the “Termination Date”). You shall be paid your earned salary through April 16, 2010 and thereafter paid all remaining unused vacation time through the Termination Date. It is understood that you shall take vacation time during the last two weeks prior to the Termination Date.

2. Although you are not otherwise entitled to it, in consideration of your acceptance of this Letter Agreement, the Company shall provide you with a Separation Payment in the gross amount of $125,000.00 (the “Separation Pay”), less legally required withholdings. Your Separation Pay shall be made in six equal monthly installments (each in the gross amount of $20,833.34) beginning on the first regularly-scheduled Company pay date following eight days after which you execute this Letter Agreement and return it to the Company without revocation. As well, you understand and agree that from the date of this Letter Agreement through the Termination Date and during the period in which you are entitled to receive installment payments of the Separation Pay, you may be called upon by the Company to provide transitional assistance. Payment of each monthly installment of the Separation Pay shall be contingent on your performance of all obligations and undertakings you have agreed to in this Letter Agreement. The parties have agreed that any stock awards given to you under the terms of that certain “Berkshire Hills Bancorp, Inc. 2003 Equity Compensation Plan Restricted Stock Award Agreement” signed by you as a Director of the Company under an Award Date of January 30, 2008 will continue to vest through 1/30/2011; however, you agree that you will forfeit the additional, as yet undocumented stock award granted to you as an employee of the Company as of January 30, 2010, as of the Termination Date and all of your rights to any unvested stock under such 2010 award are null and void. No Company contribution or match shall be made to the Company’s 401(k) Plan on account of the Separation Pay or otherwise after the Termination Date. You also agree that any and all Change in Control Agreements entered into between you and the Company shall also become null and void and of no further recourse to either party as of the Termination Date.

3. The Company also agrees to provide you with group health and dental insurance coverage, if applicable, through April 30, 2010. After that date, you shall be entitled to receive extended health coverage through the Company, at your own expense, at whatever premium the Company is permitted to charge by law and for whatever period is provided by law. You shall receive further information concerning your rights under the Consolidated Omnibus Reconciliation Act of 1985, as amended (“COBRA”).

4. Other than the obligations of the Company as set forth under the terms of paragraphs 2 and 3 of this Letter Agreement, you represent and agree that you are not entitled to any other wages, salary, bonuses, benefits or any other compensation or reimbursements from the Company.

5. As is standard in situations where an employer is paying an employee additional compensation upon separation, you agree to waive and release and promise never to assert any and all claims that you have or might have against the Company, arising from and related to your employment with and/or separation from the Company. For purposes of this Letter Agreement, the term “Company” means and includes Berkshire Bank, Berkshire Insurance Group, Inc. and Berkshire Hills Bancorp, Inc., their predecessors and successors, all of their past, present, and future shareholders, trustees, directors, officers, employees, representatives, attorneys, agents and assigns, and all of their parent or controlling corporations, and their affiliates and subsidiaries, or any other legal entity describing Berkshire Bank, Berkshire Insurance Group, Inc. and Berkshire Hills Bancorp Inc.’s organization or through which they conduct business.

6. You represent and warrant that you have not filed any complaints, charges or claims against the Company with any local, state or federal court or administrative agency. Except with respect to any rights arising out of this Letter Agreement and any rights that you may have to unemployment compensation, you specifically agree that you waive and release any and all manner of claims you ever had, now have or may have under any federal or state labor, employment, retaliation or discrimination laws, statutes, public policies, orders or regulations, including, but not limited to, Title VII of the Civil Rights Act of 1964, as amended, the Equal Pay Act of 1963, as amended, the Employee Retirement Income Security Act of 1974, as amended, the Occupational Safety and Health Act of 1970, as amended, the Rehabilitation Act of 1973, as amended, the Fair Labor Standards Act of 1938, as amended, the Americans with Disabilities Act of 1990, as amended, the Family and Medical Leave Act of 1993, as amended, the Age Discrimination in Employment Act, as amended, Chapters 149 through 154 of the Massachusetts General Laws, the Massachusetts Civil Rights Act, the Massachusetts Equal Rights Law, or at common law, including but not limited to claims relating to breach of an oral or written contract, wrongful discharge, misrepresentation, defamation, interference with prospective economic advantage, interference with contractual relationship, intentional and negligent infliction of emotional distress, negligence, breach of the covenant of good faith and fair dealing and any claims under the Restricted Stock Agreement. It is expressly agreed and understood that the release contained herein is a GENERAL RELEASE, but that you are not waiving or releasing any rights or claims that arise after the date that this Letter Agreement is executed. The consideration given by the Company in exchange for your General Release exceeds anything of value to which you otherwise were entitled in the absence of a waiver.

7. Release of ADEA Claims. Not in limitation of the previous paragraph, by signing this Letter Agreement, you agree and understand that you are waiving, relinquishing and releasing any and all claims or rights that you have or may have against the Company arising under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., and its state law equivalent. You are not, however, waiving any rights or claims that may arise after the execution of this Letter Agreement. You specifically acknowledge that this waiver and release releases the Company from liability to you for any alleged violation of the ADEA to the date of this Letter Agreement.

8. With respect to the rights and claims that you are waiving, you are waiving not only your right to recover in an action that you might commence, but also your right to recover in any action brought on your behalf by any other party, including, but not limited to, the U.S. Equal Employment Opportunity Commission, or any other federal, state or local governmental agency or department. Nothing in this Letter Agreement shall be construed to affect the rights and responsibilities of the Equal Employment Opportunity Commission (“EEOC”) and the Massachusetts Commission Against Discrimination (“MCAD”) to enforce the anti-discrimination laws. Also, nothing in this Letter Agreement may be used to justify interfering with the employee’s protected right to file a charge or participate in an investigation or proceeding conducted by the EEOC or MCAD. In addition, and not in limitation of the foregoing, you hereby forever release and discharge the Company from any liability or obligation to reinstate or reemploy you in any capacity.

9. By executing this Letter Agreement, you agree to keep the terms of this document confidential. However, nothing in this Letter Agreement shall prohibit you from disclosing such confidential information (i) to your counsel and accountants; (ii) to your spouse; (iii) to government authorities requesting such information; and (iv) as otherwise required by law. You also acknowledge and agree that you have been the recipient of confidential and proprietary business information and you agree that you will not use or disclose such confidential and proprietary information except as may be expressly permitted by the Company in writing or as may be required by law.

10. You further agree to return all Company documents and other Company property immediately upon request by the Company. You also agree to cooperate with the Company to the extent that your knowledge of facts concerning the Company’s business is required for any court or administrative proceeding. The Company agrees not to contest any claim for unemployment benefits filed by you so long as you do not state any other claims against the Company in the process of seeking unemployment benefits. You agree that the Company has provided you with the Massachusetts Division of Unemployment Assistance pamphlet entitled “How To File For Unemployment Insurance Benefits”.

11. You agree not to make any disparaging statements concerning the Company, its affiliates or current or former officers, directors, employees or agents and further agree not to take any actions or conduct which would reasonably be expected to affect adversely the reputation or goodwill of the Company or any of its affiliates or any of its current or former officers, directors, employees or agents. The Company’s current President and CEO, Executive Vice Presidents and Senior Vice Presidents also shall not make any disparaging statements concerning you nor shall they take any actions or engage in conduct which would reasonably be expected to affect adversely your reputation. The provisions of this paragraph shall not apply to any truthful statement required to be made by you or the Company in any legal proceeding or governmental or regulatory investigation.

12. You agree to execute and be bound by the terms and conditions set forth on the Non-Competition and Non-Solicitation Agreement, attached hereto as Exhibit A and incorporated herein. You shall execute and deliver a signed original of Exhibit A to the Company simultaneously with your delivery of a signed original of this Letter Agreement.

13. You acknowledge and agree that the restrictions set forth in this Letter Agreement and in Exhibit A are reasonable and necessary in order to protect the good will and legitimate business interests of the Company and that any violation thereof would likely result in irreparable injury to the Company. You therefore agree that, in the event of a violation or threatened violation of any of the restrictions on conduct by you contained in this Letter Agreement and/or Exhibit A, the Company shall be entitled to obtain from any court of competent jurisdiction preliminary and permanent injunctive relief, in addition to any other rights or remedies.

14. In addition to the remedies provided in this Letter Agreement, Exhibit A and otherwise available at law or in equity, in the event of any breach by you of the restrictions contained in this Letter Agreement and Exhibit A, the Company shall have the right (and the exercise of such right shall not constitute an election of remedies) to recover from you the amount of any portion of the Separation Pay that shall have been paid to you under this Letter Agreement and cease all future installment payments of the Separation Pay, in which event you shall be deemed to have forfeited (as liquidated damages and not a penalty) your right to the Separation Pay, and the Company also shall have the right to recover the reasonable fees and disbursements of its counsel incurred in connection with the pursuit of any and all remedies pertaining to such breach or impending breach.

15. If the Company shall exercise its rights under the previous paragraph of this Letter Agreement, then the Letter Agreement and Exhibit A shall remain in full force and effect and the obligations imposed upon you in both documents shall continue.

16. You acknowledge that you will have twenty-one (21) days from receipt within which to consider whether or not it is in your best interest to accept this offer and sign this Letter Agreement and that you may rescind it within seven days of the day you sign it, after which time it becomes unrevokable. Prior to executing this Letter Agreement, I advise you to consult with an attorney before signing this Letter Agreement. By signing this Letter Agreement, you represent that you have carefully read this document, that you understand it, and that you have had an opportunity to consult with and review this with an attorney of your choice. You also represent that you know and understand the contents of this Letter Agreement, including its final and binding effect on your rights and duties, and that you freely and voluntarily assent to all the terms and conditions with the full intent of releasing the Company from all claims. You represent that the only consideration for signing this Letter Agreement are the terms stated herein; that no other promises, representations or agreements of any kind have been made to or with you to cause you to sign this Letter Agreement. You represent that your waivers are in exchange for extra consideration to which you would not have been entitled in the absence of the waivers. You further acknowledge and agree that the Company is not undertaking to advise you with respect to any tax consequences of this Letter Agreement and that you are solely responsible for determining those consequences.

17. This Letter Agreement shall become effective and enforceable the eighth day after you have executed the document and delivered it to the Company. A stamped-return envelope is enclosed for your convenience. You understand that you have the right to revoke this Letter Agreement at any time within that period. If you choose to revoke, this Letter Agreement may only be revoked in its entirety. Once revoked, no provision of this Letter Agreement shall be enforceable.

18. You acknowledge that the payments and benefits described in this Letter Agreement constitute a special separation benefit which the Company is providing in its discretion due to your unique circumstances and that you are not otherwise entitled to receive this entire separation package from the company.

19. We agree and specifically acknowledge that we are entering into this Letter Agreement for the purpose of amicably resolving any and all issues relating to the conclusion of, or any other matter related to your employment with the Company. This Letter Agreement supersedes any previous agreement, whether written or oral, that you may have had with the Company and any other agreement is merged into and extinguished by this Letter Agreement. This Letter Agreement shall not be deemed an admission by the Company of a violation of any statute or law or wrongdoing of any kind.

20. The terms of this Agreement are contractual in nature and not a mere recital, and it shall take effect as a sealed document. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without reference to conflict of law rules, and this Agreement shall be deemed to be executed and performed in Massachusetts and shall be enforceable only in the Massachusetts courts.

If you are in agreement with the terms of severance set forth above, please indicate by executing a copy of this letter and returning it to me.


BERKSHIRE HILLS BANCORP, INC.
By:		/s/ Linda A. Johnston
		Linda A. Johnston
		SVP Human Resources

I understand and agree completely to the
foregoing as of April 19, 2010


/s/ David B. Farrell
David B. Farrell

Witness:

EXHIBIT A

NON-SOLICITATION AND NON-COMPETITION AGREEMENT

This Non-Solicitation and Non-Competition Agreement (this “Agreement”) dated April 19, 2010 between BERKSHIRE HILLS BANCORP, INC., a Delaware corporation with a principal place of business located in Pittsfield, Massachusetts and DAVID B. FARRELL of Sheffield, Massachusetts (“Farrell”).

PRELIMINARY STATEMENT

The Company (defined for purposes of this Agreement to mean and include Berkshire Hills Bancorp, Inc., together with its primary subsidiaries Berkshire Bank and Berkshire Insurance Group, Inc., their predecessors and successors, all of their past, present, and future shareholders, trustees, directors, officers, employees, representatives, attorneys, agents and assigns, and all of their parent or controlling corporations, and their affiliates and subsidiaries, or any other legal entity describing Berkshire Bank, Berkshire Insurance Group, Inc. and Berkshire Hills Bancorp Inc.’s organization or through which they conduct business) and Farrell are parties to a Letter Agreement of even date herewith (the “Separation Agreement”), which is incorporated herein by reference; and

Pursuant to the terms of the Separation Agreement, the Company has agreed to pay Farrell Separation Pay in the gross amount of $125,000, less customary payroll taxes and deductions; and

Pursuant to the terms of the Separation Agreement, Farrell has agreed to enter into a this Agreement in partial consideration for the Company’s agreement to pay Farrell the Separation Pay; and

The duration of this Agreement is six (6) months from the Termination Date set forth in the Separation Agreement; provided, however, that notwithstanding anything else herein to the contrary Farrell’s obligations under Section 3 of this Agreement shall continue in perpetuity; and

Farrell agrees and acknowledges that by virtue of his position in the Company, he is familiar with and in possession of the Company’s trade secrets, customer information, and other confidential information which are valuable to the Company, and that their goodwill, protection, and maintenance constitute a legitimate business interest of the Company, to be protected by the non-competition restrictions set forth herein. Farrell agrees and acknowledges that the non-competition restrictions set forth in this Agreement are reasonable and necessary and do not impose undue hardship or burdens on him.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Non-Competition.

(a) Farrell hereby agrees that, beginning on May 1, 2010 and for a period of 6 months thereafter — until October 31, 2010 – (the “Non-Competition Period”), Farrell shall not, directly or indirectly own, manage, operate, join, be employed by, perform services, consulting or other work for, or provide any assistance to (the “Prohibited Activities”), any corporation, partnership, or other entity or person which owns, manages, operates, controls, participates in the ownership, management, operation or control of, is employed by, performs services or other work for, provides any assistance to, is engaged with respect to any banking, insurance, wealth management or financial services business including, but not limited to, banks, insurance businesses or credit unions, which engages in such banking, insurance, wealth management or financial services business and has an office or offices located within (a) any of the following Massachusetts counties: Berkshire, Hampshire, Hampden and Franklin; (b) any of the following New York Counties: Albany, Oneida, Saratoga, Rensselaer and Schenectady; and/or (c) any of the following Vermont counties: Bennington, Rutland and Windsor (a “Competitor Employer”).

(b) Farrell acknowledges that he has carefully read and considered the provisions of this Agreement and, having done so, agrees that the restrictions set forth herein and the geographic areas of restriction are fair and reasonable and are reasonably required for the protection of the interests of the Company.

(c) In the event that the provisions of this Agreement relating to the time periods and/or geographic areas of restriction shall be declared by a court of competent jurisdiction to exceed the maximum time period or areas that such court deems reasonable and enforceable, the time period and/or geographic areas of restriction deemed reasonable and enforceable by the court shall become and thereafter be the maximum time period and/or geographic areas under this Agreement.

(d) In the event that a Competitor Employer contacts Farrell for the purpose of requesting that Farrell engage in Prohibited Activities with a Competitor Employer during the Non-Competition Period, Farrell may request that the Company waive the provisions of Section 1(a) of this Agreement. The Company shall consider Farrell’s request for a waiver, but is under no obligation to grant the waiver. The Company shall have absolute and sole discretion to decide whether or not to grant the waiver. If, in its absolute and sole discretion, the Company decides to grant the waiver request, the waiver shall not become effective until Farrell and the Company shall have entered into a written modification of this Agreement, signed by both parties.

2. Non-Solicitation. Farrell hereby agrees that, beginning on May 1, 2010 and for a period of 6 months thereafter — ending on October 31, 2010 — Farrell will not, directly or indirectly, on his own behalf or on behalf of any third person or entity, and whether through his own efforts or through the efforts or assistance of any other person or entity (including, without limitation, any person employed by or associated with any entity with whom he is or may become employed or associated):

(a) Solicit or accept any banking, insurance, wealth management or financial services business from (i) any individual or entity that was a client or customer of the Company at any time during the six (6) months immediately prior to the end of Farrell’s employment with the Company, or (ii) any individual or entity that was a prospect of the Company at any time during the twelve (12) months immediately prior to the end of Farrell’s employment with the Company, if he directly solicited such prospect or if he directly or indirectly, in whole or in part, supervised or participated in solicitation activities related to such prospect; provided, however, that Farrell may accept employment with a Company client or customer or prospect that is not a Competitor Employer; or

(b) Participate in hiring, hire or employ an employee or consultant of the Company, or solicit, encourage or induce any such employee or consultant to terminate his or her employment or other relationship with the Company;

(c) Interfere with any relationship, contractual or otherwise, between the Company and any other party, including, without limitation, any supplier or vendor of the Company, or solicit such party to discontinue or reduce its business with the Company.

Farrell also agrees that for a period of six (6) months after his employment with the Company ends, he will inform his potential and actual future employers of his obligations under this Agreement.

3. Protection and Non-Disclosure of Confidential Information. Farrell hereby agrees and acknowledges that his employment with the Company has created a continuing relationship of confidence and trust between Farrell and the Company with respect to Confidential Information. Farrell hereby warrants and agrees that he will keep in confidence and trust at all times after his employment with the Company shall terminate all Confidential Information known to him, and will not use or disclose such Confidential Information without the prior written consent of the Company. Nothing in this Agreement is intended to or shall preclude Farrell from providing truthful testimony or providing truthful information in response to a valid subpoena, court order or request of any federal, state or local regulatory or quasi-regulatory authority; provided, however, that, to the extent permitted by law, Farrell has first provided to the Company as much advance notice as practicable of any such compelled disclosure, and further that Farrell agrees to honor any order or ruling obtained by the Company quashing or barring any such subpoena, court order or request for disclosure. As used in this Agreement, “Confidential Information” means any and all information belonging to the Company, which is of value to the Company and the disclosure of which could result in a competitive or other disadvantage to the Company. Examples of Confidential Information are, without limitation, financial information, reports and forecasts; trade secrets, know-how and other intellectual property; software; market or sales information or plans; customer lists and information; business plans, prospects and opportunities; and possible acquisitions or dispositions of businesses or facilities that have been discussed by the management of the Company. Confidential Information includes information Farrell developed or learned in the course of his employment with and service as a director of the Company, as well as other information to which Farrell may have had access in connection with his employment or service as a director. Confidential Information also includes the confidential information of others, including, but not limited to, customers of the Company, with whom the Company has a business relationship. Notwithstanding the foregoing, Confidential Information does not include information in the public domain, unless such information entered the public domain due to a breach of Farrell’s obligations under this Agreement regarding Confidential Information or otherwise.

4. Consideration. As consideration for the obligations of Farrell hereunder, the Company shall satisfy its obligations to Farrell as described in the Separation Agreement.

5. Defaults. Farrell shall be deemed to be in default of his obligations under this Agreement (a “Default”), if Farrell shall have breached his obligations under Section 1 hereof and such breach shall continue for 15 days after the Company has given Farrell notice of same. Notwithstanding anything to the contrary contained in the foregoing sentence, Farrell shall be deemed to be in default of his obligations under this Agreement (also a “Default”) immediately upon any breach of his obligations under Sections 2 and 3 hereof, and the Company shall not be obligated to provide any notice thereof or cure period.

6. Remedies.

(a) Farrell acknowledges that in the event of an actual or threatened Default, the Company’s remedies at law will be inadequate. Accordingly, the Company shall be entitled, at its election, to enjoin any actual or threatened Default, and/or to obtain specific performance of Farrell’s obligations under this Agreement without the necessity of showing any actual damage or the inadequacy of monetary damages. Any such equitable remedy shall not constitute the sole and exclusive remedy for any such Default, and the Company shall be entitled to pursue any other remedies at law or in equity. In the event of a Default by Farrell, the Company shall be entitled to (a) recover from Farrell its costs, including reasonable attorneys’ fees, incurred in enforcing its rights under this Agreement and (b) cease making payments to Farrell under paragraph 2 of the Separation Agreement without invalidating any portion of the Separation Agreement or this Agreement.

(b) Any court proceeding to enforce this Agreement may be commenced by either party in the Berkshire Superior Court, Pittsfield, Commonwealth of Massachusetts. The parties hereto submit to the exclusive jurisdiction of such court and waive any objection which they may have to the pursuit of any such proceeding in such court.

7. Entire Agreement. This Agreement, together with the Separation Agreement, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes any and all previous agreements, oral and written, between the parties with respect to the subject matter hereof.

8. Non-Waiver. The failure by a party in one or more instances to insist upon performance of any of the terms, covenants or conditions of this Agreement, or to exercise any rights or privileges conferred in this Agreement, or the seek enforcement of any of the terms, covenants or conditions of this Agreement following any breach of any of the terms, covenants, conditions, rights or privileges, shall non constitute, nor be deemed to constitute, a waiver of any of the terms, covenants or conditions of this Agreement, but the same shall continue and remain in full force and effect as if no such failure or forbearance had occurred. No waiver of the terms, covenants or conditions of this Agreement shall be effective unless it is in writing and signed by an authorized representative of the waiving party.

9. Applicable Law. This Agreement shall be governed and controlled as to validity, enforcement, interpretation, construction, effect and in all other respects by the internal laws of the Commonwealth of Massachusetts applicable to contracts made and wholly to be performed in the Commonwealth.

10. Binding Effect; Benefit. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors, assigns, heirs and personal representatives. Nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto and their respective successors, assigns, heirs and personal representatives any rights, remedies, obligations or liabilities under or by reason of this Agreement.

11. Amendments. This Agreement shall not be modified or amended except pursuant to an instrument in writing executed and delivered on behalf of each of the parties hereto.

12. Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction declares that any term or provision hereof is invalid or unenforceable, the parties hereto agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

13. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as a sealed instrument as of the date first above written.



	DAVID B. FARRELL

	BERKSHIRE HILLS BANCORP, INC.,
	By:
		Its

EX-10.2 3 c99553exv10w2.htm EXHIBIT 10.2 Exhibit 10.2

Exhibit 10.2

NON-SOLICITATION AND NON-COMPETITION AGREEMENT

PRELIMINARY STATEMENT

Pursuant to the terms of the Separation Agreement, the Company has agreed to pay Farrell Separation Pay in the gross amount of $125,000, less customary payroll taxes and deductions; and

Pursuant to the terms of the Separation Agreement, Farrell has agreed to enter into a this Agreement in partial consideration for the Company’s agreement to pay Farrell the Separation Pay; and

1. Non-Competition.

(a) Farrell hereby agrees that, beginning on May 1, 2010 and for a period of 6 months thereafter — until October 31, 2010 — (the “Non-Competition Period”), Farrell shall not, directly or indirectly own, manage, operate, join, be employed by, perform services, consulting or other work for, or provide any assistance to (the “Prohibited Activities”), any corporation, partnership, or other entity or person which owns, manages, operates, controls, participates in the ownership, management, operation or control of, is employed by, performs services or other work for, provides any assistance to, is engaged with respect to any banking, insurance, wealth management or financial services business including, but not limited to, banks, insurance businesses or credit unions, which engages in such banking, insurance, wealth management or financial services business and has an office or offices located within (a) any of the following Massachusetts counties: Berkshire, Hampshire, Hampden and Franklin; (b) any of the following New York Counties: Albany, Oneida, Saratoga, Rensselaer and Schenectady; and/or (c) any of the following Vermont counties: Bennington, Rutland and Windsor (a “Competitor Employer”).

Farrell also agrees that for a period of six (6) months after his employment with the Company ends, he will inform his potential and actual future employers of his obligations under this Agreement.

4. Consideration. As consideration for the obligations of Farrell hereunder, the Company shall satisfy its obligations to Farrell as described in the Separation Agreement.

6. Remedies.

11. Amendments. This Agreement shall not be modified or amended except pursuant to an instrument in writing executed and delivered on behalf of each of the parties hereto.

13. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as a sealed instrument as of the date first above written.


	/s/ David B. Farrell
	DAVID B. FARRELL

	BERKSHIRE HILLS BANCORP, INC.,
	By:	/s/ Linda A. Johnston
		Its Senior Vice President — Human Resources

EX-99.1 4 c99553exv99w1.htm EXHIBIT 99.1 Exhibit 99.1

Exhibit 99.1

Berkshire Hills Reports $0.24 EPS for First Quarter 2010,
3% Growth in Income Available to Common Shareholders,
And Accomplishment of Asset Initiatives

Dividend Declared

Pittsfield, MA — April 21, 2010 — Berkshire Hills Bancorp (BHLB) reported net income of $3.3 million, or $0.24 per share, in the first quarter of 2010. Net income available to common shareholders increased by 3% from $3.2 million in the first quarter of 2009. First quarter earnings per share decreased from $0.27 in 2009 due to additional shares issued in the second quarter last year.

FIRST QUARTER FINANCIAL HIGHLIGHTS

•

10% annualized deposit growth

•

3% increase in first quarter income available to common shareholders compared to the prior year

•

3.24% net interest margin, increased from 3.05% in the prior quarter

•

30% growth in banking fees for deposits, loans, and interest rate swaps compared to prior year

•

36% decrease in nonperforming assets to $25 million, or 0.92% of total assets

•

$15 million reduction to $3 million in performing restructured loans

•

0.47% annualized net charge-offs/average total loans

•

0.31% ratio of accruing delinquent loans/loans — lowest since 2006

•

147% ratio of the loan loss allowance to non-accruing loans

Michael P. Daly, President and Chief Executive Officer, stated, “First quarter results demonstrate our positive momentum in building earnings available to common shareholders and in strengthening asset quality. Aggressive strategic actions in the fourth quarter last year have positioned Berkshire for higher growth and earnings in 2010 and beyond. We achieved first quarter results while carrying the costs of recent expansion into asset based lending and private banking, together with expansion of our regional offices in Albany and Springfield. These initiatives will contribute more significantly to revenue as we move through the year.”



BHLB — Berkshire Hills Bancorp	Page 1	www.berkshirebank.com

Mr. Daly continued, “Our nonperforming assets were elevated at the start of 2010 as we pursued workout strategies initiated near year-end to resolve potential risks in the loan portfolio. Nonperforming assets decreased to below 1% of total assets as we completed the resolution of several credits, and we anticipate more resolutions in the upcoming quarters. Net loan charge-offs averaged 0.47% annualized in the first quarter, and we ended the quarter with the lowest level of accruing delinquent loans in several years, compared to total loans. Our outlook for the region is cautiously optimistic, as local business confidence has rebounded to levels last seen in the third quarter of 2008.”

Mr. Daly concluded, “Berkshire is the largest locally headquartered regional bank, and is well positioned to meet the needs of our markets. Our double digit annualized deposit growth in the first quarter provides a solid base to support future organic loan growth. We are well capitalized and our dividend to shareholders provides a yield exceeding 3%. Going forward, we plan to post year-over-year EPS gains in line with our prior guidance, reflecting expected improvements in nearly all major business lines.”

DIVIDEND DECLARED

The Board of Directors maintained the cash dividend on Berkshire’s common stock, declaring a dividend of $0.16 per share to stockholders of record at the close of business on May 13, 2010 and payable on May 27, 2010.

FINANCIAL CONDITION

Total assets remained steady at $2.7 billion in the most recent quarter. Total loans increased by $20 million at a 4% annualized rate, including $27 million of growth in residential mortgages. Commercial loan originations included $13 million in bookings by the new asset based lending group, and the commercial loan pipeline increased during the quarter.

The $14 million reduction in commercial nonperforming assets was consistent with the Company’s plans at the start of the quarter. Nonperforming assets decreased to $25 million (0.92% of total assets) at quarter-end. These included a $6 million commercial loan restructured during the quarter, which is expected to become accruing later this year. No other nonperforming loan exceeded $2 million. Accruing delinquent loans decreased to a comparatively low 0.31% of total loans, with improvements in most major categories. Accruing renegotiated loans decreased to $3 million from $18 million in the first quarter based on payment histories and market level risk adjusted loan interest rates.

Total deposits increased by $51 million (10% annualized) during the first quarter, primarily due to growth in money market and savings accounts. Deposits increased in all of the Bank’s regions, and included the benefit of the new private banking business unit. The cost of deposits continued to decrease, falling to 1.39% in the most recent quarter, compared to 1.48% in the prior quarter. Funds from deposit growth were used to reduce borrowings by $50 million. The loan/deposit ratio continued to improve to 97%, demonstrating the Bank’s strong liquidity.



BHLB — Berkshire Hills Bancorp	Page 2	www.berkshirebank.com

Total stockholders’ equity increased slightly during the quarter, totaling $385 million at quarter-end. Tangible equity/assets remained unchanged at 8.3%, and total equity to assets remained unchanged at 14.2%. At quarter-end, tangible book value per share measured $14.97, while total book value per share was $27.47.

RESULTS OF OPERATIONS

First quarter 2010 net income available to common shareholders was $3.3 million, compared to $3.2 million in the same quarter of 2009. Results in 2009 included the impact of dividends on preferred stock which was repaid near the end of the second quarter. Before these dividends, net income was $3.9 million in the first quarter of 2009. Earnings per share were $0.24 in the most recent quarter, decreasing from $0.27 in the year ago quarter due to the issuance of additional common shares around the time of the preferred stock repayment last year.

First quarter total net revenue increased by $0.4 million (2%) in 2010 compared to 2009. Net interest income increased by $0.6 million (3%) due to an improvement in the net interest margin to 3.24% from 3.11%. Net interest income also improved from the fourth quarter of 2009, reflecting an improvement in the net interest margin from 3.05%. This linked quarter improvement was primarily due to lower funding costs for both deposits and borrowings.

First quarter non-interest income decreased by $0.2 million (2%) from the prior year due to a $1.1 million (24%) decrease in insurance revenue. Insurance revenue includes seasonal contingency income which declined due to lower payouts from major carriers. Banking fees for deposits, loans, and interest rate swaps increased by 30% over the first quarter of 2009, and by 15% over the prior quarter, including the benefit of higher business volumes.

The first quarter loan loss provision totaled $2.3 million in 2010, decreasing by $0.2 million from the prior year period. Net loan charge-offs also totaled $2.3 million and decreased by a similar amount, measuring 0.47% of average loans in 2010 compared to 0.51% in the first quarter of 2009. The loan loss allowance measured 1.61% of total loans and 147% of non-accruing loans at quarter-end, compared to 1.62% and 82% at the start of the quarter, respectively.

First quarter non-interest expense increased by $1.7 million (9%) from the prior year, including the impact of business expansion on compensation related expense. First quarter results benefited from a year-to-year reduction in the effective income tax rate to 22% from 28% reflecting the expected effective rate for the current year.



BHLB — Berkshire Hills Bancorp	Page 3	www.berkshirebank.com

CONFERENCE CALL

Berkshire will conduct a conference call/webcast at 10:00 A.M. eastern time on Thursday, April 22, 2010 to discuss the results for the quarter and guidance about expected future results. Information about the conference call follows:


Dial-in:		800-860-2442

Webcast:		www.berkshirebank.com (Investor Relations link)

A telephone replay of the call will be available through May 9, 2010 by calling 877-344-7529 and entering conference number: 439415. The webcast and a podcast will be available at Berkshire’s website above for an extended period of time.

BACKGROUND

Berkshire Hills Bancorp is the parent of Berkshire Bank — America’s Most Exciting Bank^SM - - the largest locally headquartered regional bank. The Company has $2.7 billion in assets and provides services through 45 offices in Massachusetts, New York, and Vermont. For more information, visit www.berkshirebank.com or call 800-773-5601.

FORWARD LOOKING STATEMENTS

Statements in this news release regarding Berkshire Hills Bancorp that are not historical facts are “forward-looking statements”. These statements reflect management’s views of future events, and involve risks and uncertainties. For a discussion of factors that could cause actual results to differ materially from expectations, see “Forward Looking Statements” in the Company’s 2009 Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which are available at the Securities and Exchange Commission’s Internet website (www.sec.gov) and to which reference is hereby made. Actual future results may differ significantly from results discussed in these forward-looking statements, and undue reliance should not be placed on such statements. Except as required by law, the Company assumes no obligation to update any forward-looking statements.



BHLB — Berkshire Hills Bancorp	Page 4	www.berkshirebank.com

NON-GAAP FINANCIAL MEASURES

This document contains certain non-GAAP financial measures in addition to results presented in accordance with Generally Accepted Accounting Principles (“GAAP”). These non-GAAP measures provide supplemental perspectives on operating results, performance trends, and financial condition. They are not a substitute for GAAP measures; they should be read and used in conjunction with the Company’s GAAP financial information. A reconciliation of non-GAAP financial measures to GAAP measures is included in the accompanying financial tables. In all cases, it should be understood that non-GAAP per share measures do not depict amounts that accrue directly to the benefit of shareholders. The Company utilizes the non-GAAP measure of core earnings in evaluating operating trends, including components for core revenue and expense. These measures exclude amounts which the Company views as unrelated to its normalized operations, including merger costs and restructuring costs. Similarly, the efficiency ratio is also adjusted for these non-core items. Additionally, the Company adjusts core income to exclude amortization of intangibles to arrive at a measure of the underlying operating cash return for the benefit of shareholders. The Company also adjusts certain equity related measures to exclude intangible assets due to the importance of these measures to the investment community. In the first quarter of 2009, the Company adjusted core earnings per share and core return on tangible common equity to be net of preferred stock dividends. These measures were not adjusted in this manner in the second quarter of 2009. The second quarter deemed dividend was a nonrecurring non-cash charge with no impact on stockholders’ equity and did not reflect a core economic event in the Company’s view. Additionally, the Company held cash at near-zero interest rates in the second quarter while it awaited the approval of the U.S. Treasury to repay the preferred stock. Accordingly, the preferred stock cash dividend and accretion charges were viewed by the Company as non-core one-time charges against income available to common stockholders related to the process of repaying the preferred stock. Other significant non-GAAP adjustments in 2009 related to a terminated merger agreement, borrowings prepayments, and the termination of an interest rate swap.

# # #

CONTACTS

Investor Relations Contact
David H. Gonci
Capital Markets Officer
413-281-1973

Media Contact
Fedelina Madrid
Vice President, Senior Marketing Officer
413-236-3733



BHLB — Berkshire Hills Bancorp	Page 5	www.berkshirebank.com

BERKSHIRE HILLS BANCORP, INC.
CONSOLIDATED BALANCE SHEETS — UNAUDITED


	March 31,			December 31,
(In thousands)	2010			2009
Assets
Cash and due from banks	$	23,880		$	25,770
Short-term investments		2,697			6,838

Trading security		15,816			15,880
Securities available for sale, at fair value		313,968			324,345
Securities held to maturity, at amortized cost		62,811			57,621
Federal Home Loan Bank stock and other restricted securities		23,120			23,120

Total securities		415,715			420,966

Loans held for sale		1,874			4,146

Residential mortgages		635,614			609,007
Commercial mortgages		862,209			851,828
Commercial business loans		177,532			186,044
Consumer loans		305,986			314,779

Total loans		1,981,341			1,961,658
Less: Allowance for loan losses		(31,829	)		(31,816	)

Net loans		1,949,512			1,929,842

Premises and equipment, net		37,396			37,390
Other real estate owned		3,250			30
Goodwill		161,725			161,725
Other intangible assets		13,608			14,375
Cash surrender value of bank-owned life insurance		34,973			36,904
Other assets		60,829			62,438

Total assets	$	2,705,459		$	2,700,424


Liabilities and stockholders’ equity
Demand deposits	$	272,409		$	276,587
NOW deposits		195,848			197,176
Money market deposits		582,006			532,840
Savings deposits		237,454			208,597

Total non-maturity deposits		1,287,717			1,215,200
Time deposits		749,576			771,562

Total deposits		2,037,293			1,986,762


Borrowings		241,577			291,204
Junior subordinated debentures		15,464			15,464
Other liabilities		25,804			22,413

Total liabilities		2,320,138			2,315,843

Total stockholders’ equity		385,321			384,581

Total liabilities and stockholders’ equity	$	2,705,459		$	2,700,424

F-1

BERKSHIRE HILLS BANCORP, INC.
CONSOLIDATED LOAN & DEPOSIT ANALYSIS — UNAUDITED

LOAN ANALYSIS


					Annualized Growth %
	March 31, 2010		December 31, 2009		Quarter ended
(Dollars in millions)	Balance		Balance		March 31, 2010

Total residential mortgages	$	636	$	609		18	%

Commercial mortgages:
Construction		105		111		(22	)
Single and multi-family		80		81		(5	)
Commercial real estate		676		660		10

Total commercial mortgages		861		852		4

Commercial business loans (1)		178		186		(17	)

Total commercial loans		1,039		1,038		0

Consumer loans:
Auto		63		75		(64	)
Home equity and other		243		240		5

Total consumer loans		306		315		(11	)

Total loans	$	1,981	$	1,962		4	%


(1)		Total commercial business loans at March 31, 2010 includes asset based lending balances of $13 million.

DEPOSIT ANALYSIS


					Annualized Growth %
	March 31, 2010		December 31, 2009		Quarter ended
(Dollars in millions)	Balance		Balance		March 31, 2010

Demand	$	272	$	277		(7	)%
NOW		196		197		(2	)
Money market		582		533		37
Savings		237		208		56

Total non-maturity deposits		1,287		1,215		24

Time less than $100,000		380		382		(2	)
Time $100,000 or more		370		390		(21	)

Total time deposits		750		772		(12	)

Total deposits	$	2,037	$	1,987		10	%

F-2

BERKSHIRE HILLS BANCORP, INC.

CONSOLIDATED STATEMENTS OF INCOME — UNAUDITED


	Three Months Ended
	March 31,
(In thousands, except per share data)	2010		2009
Interest and dividend income
Loans	$	23,947	$	26,432
Securities and other		3,535		3,448

Total interest and dividend income		27,482		29,880
Interest expense
Deposits		6,896		8,473
Borrowings and junior subordinated debentures		2,289		3,696

Total interest expense		9,185		12,169

Net interest income		18,297		17,711
Non-interest income
Deposit, loan and interest rate swap fees		3,416		2,627
Insurance commissions and fees		3,473		4,569
Wealth management fees		1,176		1,189

Total fee income		8,065		8,385
Other		433		352
Loss on sale of securities, net		—		(2	)
Non-recurring loss		—		(63	)

Total non-interest income		8,498		8,672

Total net revenue		26,795		26,383
Provision for loan losses		2,326		2,500
Non-interest expense
Compensation and benefits		10,997		9,352
Occupancy and equipment		3,035		3,128
Technology and communications		1,383		1,285
Marketing and professional services		1,297		1,083
Supplies, postage and delivery		573		695
FDIC premiums and assessments		773		692
Other real estate owned		27		143
Amortization of intangible assets		768		833
Non-recurring expenses		21		—
Other		1,318		1,242

Total non-interest expense		20,192		18,453


Income before income taxes		4,277		5,430
Income tax expense		941		1,547

Net income	$	3,336	$	3,883


Less: Cumulative preferred stock dividend and accretion		—		637

Net income available to common stockholders	$	3,336	$	3,246


Basic earnings per common share	$	0.24	$	0.27
Diluted earnings per common share	$	0.24	$	0.27

Weighted average common shares outstanding
Basic		13,829		12,164
Diluted		13,858		12,247

F-3

BERKSHIRE HILLS BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME — UNAUDITED


	Quarters Ended
	Mar. 31,		Dec. 31,			Sept. 30,			June 30,			Mar. 31,
(In thousands, except per share data)	2010		2009			2009			2009			2009
Interest and dividend income
Loans	$	23,947	$	24,869		$	25,034		$	25,370		$	26,432
Securities and other		3,535		3,502			3,426			3,395			3,448

Total interest and dividend income		27,482		28,371			28,460			28,765			29,880
Interest expense
Deposits		6,896		7,419			8,045			8,677			8,473
Borrowings and junior subordinated debentures		2,289		2,956			3,250			3,364			3,696

Total interest expense		9,185		10,375			11,295			12,041			12,169

Net interest income		18,297		17,996			17,165			16,724			17,711
Non-interest income
Deposit, loan and interest rate swap fees		3,416		2,978			3,286			2,307			2,627
Insurance commissions and fees		3,473		1,991			2,337			3,274			4,569
Wealth management fees		1,176		1,141			1,369			1,113			1,189

Total fee income		8,065		6,110			6,992			6,694			8,385
Other		433		613			272			468			352
(Loss) gain on sale of securities, net		—		—			(5	)		3			(2	)
Non-recurring (loss) income		—		(2,071	)		1			1,240			(63	)

Total non-interest income		8,498		4,652			7,260			8,405			8,672

Total net revenue		26,795		22,648			24,425			25,129			26,383
Provision for loan losses		2,326		38,730			4,300			2,200			2,500
Non-interest expense
Compensation and benefits		10,997		10,269			9,757			8,902			9,352
Occupancy and equipment		3,035		2,953			2,674			2,859			3,128
Technology and communications		1,383		1,440			1,371			1,370			1,285
Marketing and professional services		1,297		2,643			1,446			1,121			1,083
Supplies, postage and delivery		573		523			702			689			695
Other real estate owned		27		104			15			19			143
FDIC premiums and assessments		773		796			669			2,387			692
Non-recurring expenses		21		—			—			601			—
Amortization of intangible assets		768		779			833			833			833
Other		1,318		1,689			1,477			1,197			1,242

Total non-interest expense		20,192		21,196			18,944			19,978			18,453


Income (loss) before income taxes		4,277		(37,278	)		1,181			2,951			5,430
Income tax expense (benefit)		941		(13,075	)		(741	)		620			1,547

Net income (loss)	$	3,336	$	(24,203	)	$	1,922		$	2,331		$	3,883


Less: Cumulative preferred stock dividend and accretion		—		—			—			393			637
Less: Deemed dividend from preferred stock repayment		—		—			—			2,954			—

Net income (loss) available to common stockholders	$	3,336	$	(24,203	)	$	1,922		$	(1,016	)	$	3,246


Basic earnings (loss) per common share	$	0.24	$	(1.75	)	$	0.14		$	(0.08	)	$	0.27
Diluted earnings (loss) per common share	$	0.24	$	(1.75	)	$	0.14		$	(0.08	)	$	0.27

Weighted average common shares outstanding
Basic		13,829		13,817			13,806			12,946			12,164
Diluted		13,858		13,817			13,857			12,946			12,247

F-4

BERKSHIRE HILLS BANCORP, INC.
ASSET QUALITY ANALYSIS


	At or for the Quarters Ended
	Mar. 31,			Dec. 31,			Sept. 30,			June 30,			Mar. 31,
(Dollars in thousands)	2010			2009			2009			2009			2009
NON-PERFORMING ASSETS
Non-accruing loans:
Residential mortgages	$	3,289		$	3,304		$	2,399		$	2,396		$	2,740
Commercial mortgages		14,433			31,917			17,077			6,087			7,276
Commercial business loans		3,211			3,115			2,041			1,442			1,861
Consumer loans		672			364			1,089			1,326			587

Total non-accruing loans		21,605			38,700			22,606			11,251			12,464
Other real estate owned		3,250			30			130			130			371

Total non-performing assets	$	24,855		$	38,730		$	22,736		$	11,381		$	12,835


Total non-accruing loans/total loans		1.09	%		1.97	%		1.14	%		0.57	%		0.63	%
Total non-performing assets/total assets		0.92	%		1.43	%		0.85	%		0.42	%		0.47	%

PROVISION AND ALLOWANCE FOR LOAN LOSSES
Balance at beginning of period	$	31,816		$	24,297		$	22,917		$	22,903		$	22,908
Charged-off loans		(3,846	)		(31,254	)		(2,955	)		(2,291	)		(2,643	)
Recoveries on charged-off loans		1,533			43			35			105			138

Net loans charged-off		(2,313	)		(31,211	)		(2,920	)		(2,186	)		(2,505	)
Provision for loan losses		2,326			38,730			4,300			2,200			2,500

Balance at end of period	$	31,829		$	31,816		$	24,297		$	22,917		$	22,903


Allowance for loan losses/total loans		1.61	%		1.62	%		1.22	%		1.16	%		1.16	%
Allowance for loan losses/non-accruing loans		147	%		82	%		107	%		204	%		184	%

NET LOAN CHARGE-OFFS
Residential mortgages	$	56		$	(1,873	)	$	—		$	(27	)	$	(117	)
Commercial mortgages		(2,584	)		(23,024	)		(2,348	)		(755	)		(1,448	)
Commercial business loans		571			(4,864	)		(72	)		(795	)		(150	)
Auto		(275	)		(491	)		(443	)		(608	)		(753	)
Home equity and other		(81	)		(959	)		(57	)		(1	)		(37	)

Total, net	$	(2,313	)	$	(31,211	)	$	(2,920	)	$	(2,186	)	$	(2,505	)


Net charge-offs (current quarter annualized)/average loans		0.47	%		6.21	%		0.59	%		0.45	%		0.51	%
Net charge-offs (YTD annualized)/average loans		0.47	%		1.99	%		0.52	%		0.48	%		0.51	%

DELINQUENT AND NON-ACCRUING LOANS/TOTAL LOANS
30-89 Days delinquent		0.30	%		0.35	%		0.34	%		0.63	%		0.45	%
90+ Days delinquent and still accruing		0.01	%		0.01	%		0.08	%		0.03	%		0.01	%

Total accruing delinquent loans		0.31	%		0.36	%		0.42	%		0.66	%		0.46	%

Non-accruing loans		1.09	%		1.97	%		1.14	%		0.57	%		0.63	%

Total delinquent and non-accruing loans		1.40	%		2.33	%		1.56	%		1.23	%		1.09	%

F-5

BERKSHIRE HILLS BANCORP, INC.
SELECTED FINANCIAL HIGHLIGHTS


	At or for the Quarters Ended
	Mar. 31,			Dec. 31,			Sept. 30,			June 30,			Mar. 31,
	2010			2009			2009			2009			2009
PERFORMANCE RATIOS
Core return on tangible assets		0.66	%		(3.49	)%		0.44	%		0.45	%		0.77	%
Return on total assets		0.50			(3.55	)		0.29			0.35			0.59
Core return on tangible common equity		7.76			(37.31	)		4.70			5.23			8.54
Return on total common equity		3.44			(23.26	)		1.86			2.38			3.52
Net interest margin, fully taxable equivalent		3.24			3.05			2.96			2.91			3.11
Core tangible non-interest income to tangible assets		1.36			1.05			1.16			1.15			1.42
Non-interest income to assets		1.27			0.68			1.08			1.26			1.32
Non-interest income to net revenue		0.32			0.21			0.30			0.33			0.33
Core tangible non-interest expense to tangible assets		3.10			3.20			2.88			2.97			2.86
Non-interest expense to assets		3.02			3.11			2.82			2.99			2.80
Efficiency ratio		70.71			80.61			72.49			75.85			65.23

GROWTH
Total loans, year-to-date (annualized)		4	%		(2	)%		(1	)%		(4	)%		(8	)%
Total deposits, year-to-date (annualized)		10			9			10			13			24
Total net revenues, year-to-date, compared to prior year		2			(8	)		(7	)		(6	)		(5	)

FINANCIAL DATA *(In millions*)
Total assets	$	2,705		$	2,700		$	2,681		$	2,681		$	2,724
Total loans		1,981			1,962			1,986			1,969			1,969
Allowance for loan losses		32			32			24			23			23
Total intangible assets		175			176			177			178			179
Total deposits		2,037			1,987			1,967			1,951			1,938
Total common stockholders’ equity		385			385			410			408			376
Total core income (loss)		3.3			(23.0	)		1.9			2.0			3.9
Total net income (loss)		3.3			(24.2	)		1.9			2.3			3.9

ASSET QUALITY RATIOS
Net charge-offs (current quarter annualized)/average loans		0.47	%		6.21	%		0.59	%		0.45	%		0.51	%
Non-performing assets/total assets		0.92			1.43			0.85			0.42			0.47
Allowance for loan losses/total loans		1.61			1.62			1.22			1.16			1.16
Allowance for loan losses/non-accruing loans		1.47	x		0.82	x		1.07	x		2.04	x		1.84	x

PER COMMON SHARE DATA
Core earnings (loss), diluted	$	0.24		$	(1.66	)	$	0.14		$	0.15		$	0.27
Net earnings (loss), diluted		0.24			(1.75	)		0.14			(0.08	)		0.27
Tangible common book value		14.97			14.98			16.76			16.52			16.02
Total common book value		27.47			27.64			29.46			29.29			30.54
Market price at period end		18.33			20.68			21.94			20.78			22.92
Dividends		0.16			0.16			0.16			0.16			0.16

CAPITAL RATIOS
Common stockholders’ equity to total assets		14.24	%		14.24	%		15.31	%		15.20	%		13.80	%
Tangible common stockholders’ equity to tangible assets		8.30			8.26			9.32			9.18			7.74


(1)		Reconciliation of Non-GAAP financial measures, including all references to core and tangible amounts, appear on page F-9. Tangible assets are total assets less total intangible assets.

(2)		All performance ratios are annualized and are based on average balance sheet amounts, where applicable.

F-6

BERKSHIRE HILLS BANCORP, INC.
AVERAGE BALANCES


	Quarters Ended
	Mar. 31,		Dec 31,		Sept. 30,		June 30,		Mar. 31,
(In thousands)	2010		2009		2009		2009		2009
Assets
Loans:
Residential mortgages	$	614,561	$	620,105	$	621,632	$	637,232	$	675,905
Commercial mortgages		855,828		869,087		832,716		810,421		804,109
Commercial business loans		170,322		186,898		177,720		173,486		173,055
Consumer loans		311,409		319,087		329,177		338,506		343,296

Total loans		1,952,120		1,995,177		1,961,245		1,959,645		1,996,365
Securities		411,957		407,144		384,204		346,274		335,414
Short-term investments		7,420		14,293		30,956		73,874		49,966

Total earning assets		2,371,497		2,416,614		2,376,405		2,379,793		2,381,745
Goodwill and other intangible assets		175,711		176,482		177,233		178,164		178,711
Other assets		129,872		112,159		115,223		125,446		113,471

Total assets	$	2,677,080	$	2,705,255	$	2,668,861	$	2,683,403	$	2,673,927


Liabilities and stockholders’ equity
Deposits:
NOW	$	194,928	$	192,693	$	179,837	$	187,174	$	193,038
Money market		542,185		540,539		511,191		483,302		462,518
Savings		223,722		212,402		213,016		210,678		213,074
Time		757,752		768,415		781,732		795,155		762,940

Total interest-bearing deposits		1,718,587		1,714,049		1,685,776		1,676,309		1,631,570
Borrowings and debentures		280,102		272,997		287,812		310,323		365,833

Total interest-bearing liabilities		1,998,689		1,987,046		1,973,588		1,986,632		1,997,403
Non-interest-bearing demand deposits		270,064		279,495		261,592		251,565		232,480
Other liabilities		20,494		25,972		23,716		30,146		32,960

Total liabilities		2,289,247		2,292,513		2,258,896		2,268,343		2,262,843

Total stockholders’ common equity		387,833		412,742		409,965		392,321		374,207
Total stockholders’ preferred equity		—		—		—		22,739		36,877

Total stockholders’ equity		387,833		412,742		409,965		415,060		411,084


Total liabilities and stockholders’ equity	$	2,677,080	$	2,705,255	$	2,668,861	$	2,683,403	$	2,673,927


Supplementary data
Total non-maturity deposits	$	1,230,899	$	1,225,129	$	1,165,636	$	1,132,719	$	1,101,110
Total deposits		1,988,651		1,993,544		1,947,368		1,927,874		1,864,050
Fully taxable equivalent income adj.		646		609		555		562		566


(1)		Average balances for securities available-for-sale are based on amortized cost. Total loans include non-accruing loans.

F-7

BERKSHIRE HILLS BANCORP, INC.
AVERAGE YIELDS (Fully Taxable Equivalent — Annualized)


	Quarters Ended
	Mar. 31,			Dec. 31,			Sept. 30,			June 30,			Mar. 31,
	2010			2009			2009			2009			2009
Earning assets
Loans:
Residential mortgages		5.31	%		5.32	%		5.38	%		5.46	%		5.56	%
Commercial mortgages		4.94			4.87			5.02			5.17			5.39
Commercial business loans		4.88			5.30			5.53			5.76			5.96
Consumer loans		4.04			4.20			4.33			4.46			4.64
Total loans		4.91			4.95			5.06			5.19			5.37
Securities		4.06			4.01			4.11			4.58			4.85
Short-term investments		0.20			0.15			0.24			0.24			0.17
Total earning assets		4.75			4.76			4.84			4.94			5.18

Funding liabilities
Deposits:
NOW		0.39			0.40			0.36			0.45			0.40
Money Market		1.02			1.08			1.25			1.42			1.40
Savings		0.32			0.30			0.31			0.34			0.44
Time		2.71			2.88			3.10			3.32			3.43
Total interest-bearing deposits		1.61			1.72			1.89			2.08			2.11
Borrowings and debentures		3.27			4.30			4.48			4.35			4.10
Total interest-bearing liabilities		1.84			2.07			2.27			2.43			2.47

Net interest spread		2.91			2.69			2.57			2.51			2.71
Net interest margin		3.24			3.05			2.96			2.91			3.11

Cost of funds		1.62			1.82			2.00			2.16			2.21
Cost of deposits		1.39			1.48			1.64			1.81			1.84


(1)		Average balances and yields for securities available-for-sale are based on amortized cost.

(2)		Cost of funds includes all deposits and borrowings.

F-8

BERKSHIRE HILLS BANCORP, INC.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES


			At or for the Quarters Ended
			Mar. 31,			Dec. 31,			Sept. 30,			June 30,			Mar. 31,
(Dollars in thousands)			2010			2009			2009			2009			2009
Net income (loss)			$	3,336		$	(24,203	)	$	1,922		$	2,331		$	3,883
Adj: Loss (gain) on sale of securities, net				—			—			5			(3	)		2
Less: Merger termination fee				—			—			—			(970	)		—
Adj: Other non-recurring income				—			—			(1	)		(270	)		—
Adj: Loss on prepayment of borrowings, net				—			2,071			—			—			804
Adj: Gain on swap termination				—			—			—			—			(741	)
Plus: Merger related expenses				—			—			—			215			—
Plus: Other non-recurring expense				21			—			—			386			—
Adj: Income taxes				(9	)		(866	)		(2	)		269			(27	)

Total core income (loss)	(A	)	$	3,348		$	(22,998	)	$	1,924		$	1,958		$	3,921
Plus: Amortization of intangible assets				768			779			833			833			833

Total tangible core income (loss)	(B	)	$	4,116		$	(22,219	)	$	2,757		$	2,791		$	4,754


Total non-interest income			$	8,498		$	4,652		$	7,260		$	8,405		$	8,672
Adj: Loss (gain) on sale of securities, net				—			—			5			(3	)		2
Adj: Non-recurring loss				—			2,071			(1	)		(1,240	)		63

Total core non-interest income	(C	)		8,498			6,723			7,264			7,162			8,737
Net interest income				18,297			17,996			17,165			16,724			17,711

Total core revenue	(D	)	$	26,795		$	24,719		$	24,429		$	23,886		$	26,448


Total non-interest expense			$	20,192		$	21,196		$	18,944		$	19,978		$	18,453
Less: Non-recurring expense				(21	)		—			—			(601	)		—

Core non-interest expense	(E	)		20,171			21,196			18,944			19,377			18,453
Less: Amortization of intangible assets				(768	)		(779	)		(833	)		(833	)		(833	)

Total core tangible non-interest expense	(F	)	$	19,403		$	20,417		$	18,111		$	18,544		$	17,620


(Dollars in millions, except per share data)

Total average assets			$	2,677		$	2,705		$	2,669		$	2,683		$	2,674
Less: Average intangible assets				(176	)		(176	)		(177	)		(178	)		(179	)

Total average tangible assets	(G	)	$	2,501		$	2,529		$	2,492		$	2,505		$	2,495


Total average stockholders’ equity			$	388		$	413		$	410		$	415		$	411
Less: Average intangible assets				(176	)		(176	)		(177	)		(178	)		(179	)

Total average tangible stockholders’ equity				212			236			233			237			232
Less: Average preferred equity				—			—			—			(23	)		(37	)

Total average tangible common stockholders’ equity	(H	)	$	212		$	236		$	233		$	214		$	195


Total stockholders’ equity, period-end			$	385		$	385		$	410		$	408		$	413
Less: Intangible assets, period-end				(175	)		(176	)		(177	)		(178	)		(179	)

Total tangible stockholders’ equity, period-end				210			208			233			230			234
Less: Preferred equity, period-end				—			—			—			—			(37	)

Total tangible common stockholders’ equity, period-end	(I	)	$	210		$	208		$	233		$	230		$	197


Total common shares outstanding, period-end (thousands)	(J	)		14,027			13,916			13,928			13,916			12,306
Average diluted common shares outstanding (thousands)	(K	)		13,858			13,817			13,857			12,946			12,247

Core earnings (loss) per common share, diluted (1)	(A/K	)	$	0.24		$	(1.66	)	$	0.14		$	0.15		$	0.27
Tangible book value per common share, period-end	(I/J	)	$	14.97		$	14.98		$	16.76		$	16.52		$	16.02

Core return on tangible assets	(B/G	)		0.66	%		(3.49	)%		0.44	%		0.45	%		0.77	%
Core return on tangible common equity (1)	(B/H	)		7.76			(37.31	)		4.70			5.23			8.54
Core tangible non-interest income to tangible assets	(C/G	)		1.36			1.05			1.16			1.15			1.42
Core tangible non-interest expense to tangible assets	(F/G	)		3.10			3.20			2.88			2.97			2.86
Efficiency ratio (2)				70.71			80.61			72.49			75.85			65.23


(1)		March 31, 2009 EPS and ratios include a $637,000 reduction in core income and tangible core income related to cumulative preferred stock dividend and accretion. Preferred dividend charges recorded in Q2 2009 were deemed non-core due to preferred stock repayment.

(2)		Efficiency ratio is computed by dividing total tangible core non-interest expense by the sum of total net interest income on a fully taxable equivalent basis and total core non-interest income. The Company uses this non-GAAP measure, which is used widely in the banking industry, to provide important information regarding its operational efficiency.

(3)		Ratios are annualized and based on average balance sheet amounts, where applicable.

(4)		Quarterly data may not sum to year-to-date data due to rounding.

F-9

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