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): August 18, 2011

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 No.)	(I.R.S. 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 (see General Instruction A.2. below):

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

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

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

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

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

(b)           On August 18, 2011, Corydon L. Thurston retired from the Boards of Directors of Berkshire Hills Bancorp, Inc. (the “Company”) and, its wholly-owned subsidiary, Berkshire Bank (the “Bank”).  Mr. Thurston served on the Board of Directors of the Company since its formation and on the Board of Directors of the Bank since 1988. He was a member of the Audit Committee of the Board of Directors of the Company.

(d)           On August 18, 2011, J. Williar Dunlaevy was appointed to the Boards of Directors of the Company and the Bank. Mr. Dunlaevy is the former Chief Executive Officer and Chairman of the Board of Legacy Bancorp, Inc. and former Chairman of Legacy Banks (collectively, “Legacy”). Mr. Dunlaevy served as the Chief Executive Officer and Chairman of the Board of Legacy since 1996.  Mr. Dunlaevy has been appointed to the Risk Management and Capital committees of the Board of Directors of the Company and will serve in the class of Board members with terms that expire in May 2013.

On August 18, 2011, Barton D. Raser was appointed to the Boards of Directors of the Company and Bank.  Mr. Raser is the co-owner and Vice President of Carr Hardware, which is headquartered in Pittsfield, Massachusetts.  He had served on the Board of Legacy since 2001. Mr. Raser has been appointed to the Audit and Capital committees of the Board of Directors of the Company and will serve in the class of Board members with terms that expire in May 2012.

In addition, Patrick J. Sullivan has been appointed as Berkshire’s executive vice president of Commercial Banking and Wealth Management. Mr. Sullivan was most recently president and CEO of Legacy Banks. In his new role with Berkshire, he will oversee all aspects of corporate banking, including commercial lending and cash management services, and wealth management, which includes investment management, estate planning and trust administration.

The Boards of Directors of the Company and Bank were increased from 11 to 12 Board members to reflect the appointments of Messrs. Dunlaevy and Raser and retirement of Mr. Thurston.

The appointments of Messrs. Dunleavy and Raser were the result of Company’s July 21, 2011 acquisition of Legacy.  Pursuant to the Company’s acquisition agreement with Legacy, the Company was required to appoint two Legacy Directors to the Board of Directors of the Company and the Bank.

Additionally, as part of the Company’s acquisition agreement with Legacy, the Company entered into a Non-Competition and Consulting Agreement with Mr. J. Williar Dunlaevy pursuant to which Mr. Dunlaevy will perform consulting services as a liaison for the Company to Legacy Banks Foundation for a period of (12) twelve months following the merger.  In addition, Mr. Dunlaevy has agreed not to compete with the Company and Bank for a period of (24) twenty-four months following the merger for the benefit of any business within 60 miles of any office of the Company, Bank or any subsidiary thereof.  During such twenty-four month period, Mr. Dunlaevy has also agreed not to solicit or offer employment to any employee of the Company or Bank or any of their subsidiaries or affiliates that would cause such person(s) to terminate employment and accept employment with or provide services to any business that competes with the Company or Bank within 60 miles of any office of the Company or Bank or any subsidiary.  In exchange for the consulting services and the agreement not to compete or solicit, the Company and Bank have agreed to pay Mr. Dunlaevy $400,000, with $150,000 due at the closing date of the merger and $250,000 payable in monthly installments over the twelve month consulting period.  The Company also entered into a settlement agreement with Mr. Dunlaevy, which quantified the benefits owed to him under his employment agreement and supplemental executive retirement agreement with Legacy, with such amounts paid at the closing of the merger, as well as providing Mr. Dunlaevy with certain tax indemnification protections.  Additionally, as part of the acquisition, outstanding Legacy stock options held by Mr. Dunlaevy were converted into options to purchase Company common stock with economic and other terms similar to the Legacy options held by Mr. Dunlaevy.

Item 9.01.            Financial Statements and Exhibits

(a)   Financial Statements of Businesses Acquired.  Not applicable.

(b)   Pro Forma Financial Information.  Not applicable.

(c)   Shell Company Transactions.  Not applicable.

(d)  Exhibits.

Exhibit No.	Description
99.1	Berkshire Hills Bancorp, Inc. news release dated August 19, 2011.

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:  August 19, 2011	By:	/s/ Kevin P. Riley
		Kevin P. Riley
		Executive Vice President and Chief Financial Officer

EX-99.1

Dunlaevy and Raser Named Berkshire Hills Bancorp Directors

Sullivan Named Executive Vice President

Pittsfield, MA – August 19, 2011 – Berkshire Hills Bancorp, Inc. (NASDAQ:BHLB) has appointed J. Williar Dunlaevy and Barton D. Raser as Directors of the Berkshire Hills Bancorp and its wholly-owned subsidiary Berkshire Bank.  Additionally, Corydon L. Thurston, who has served as a Director of the Berkshire Hills Bancorp since its formation in 2001 and as a Director of Berkshire Bank since 1988, has retired from their Boards. In addition, Patrick J. Sullivan has been appointed as Berkshire’s Executive Vice President of Commercial Banking and Wealth Management.  These appointments result from Berkshire’s acquisition of Legacy Bancorp Inc., which was completed on July 21, 2011.

Mr. Dunlaevy previously served as chairman and CEO of Legacy Bancorp, Inc. and Legacy Banks, as well as the predecessor institution, City Savings Bank since 1996, joining the Bank in 1969.  He serves as President of The Legacy Banks Foundation, which continues to provide philanthropic support to the Bank’smarket.  A community leader, Mr. Dunlaevy has been active in a variety of organizations and was appointed by former Massachusetts Governor A. Paul Cellucci to serve on the Berkshire Community College Board of Trustees, which he chaired.  Mr. Dunlaevy has also been a director of the Depositors Insurance Fund, Massachusetts Bankers Association, and Savings Bank Life Insurance Company of Massachusetts (SBLI).  He is a graduate of Bowdoin College, the University of Massachusetts, Graduate School of Banking (Brown University), and The College for Financial Planning (CFP).

Mr. Raser is vice president and co-owner of Carr Hardware and Supply Company.  He previously served as a director of Legacy Bancorp, Inc. and Legacy Banks since 2001. He serves on the Board of Directors of the Berkshire Chamber of Commerce and as a corporator of the Berkshire Museum and Downtown, Inc. (Pittsfield).  His other business and community leadership includes involvement with the Berkshire United Way, Berkshire CEO Roundtable and the Rotary Club of Pittsfield, of which he is past president.  Mr. Raser is a graduate of Washington University and Western New England College.

Mr. Sullivan was most recently president and CEO of Legacy Banks.  In his new role, he will oversee all aspects of corporate banking, including commercial lending and cash management services, and wealth management, which includes investment management, estate planning and trust administration. He brings with him over 30 years of experience in a variety of executive and management positions in banking and industry.  Prior to serving as president and CEO of Legacy Banks, he was executive vice president and managing director of Corporate Banking with Sovereign/Santander.  He also previously served as Sovereign’s CEO New England, president and CEO of Howard Bank in Burlington, Vt., executive vice president at First New Hampshire Bank, and chief operations officer of a mid-sized family distribution business.

BHLB – Berkshire Hills Bancorp www.berkshirebank.com

Mr. Sullivan’s current Board affiliations include the Legacy Banks Foundation, Business Development Corporation, for which he serves as Chair of the Board; The Massachusetts Bankers Association; the Massachusetts Business Roundtable; the Hundred Club; 1Berkshire, and Barrington Stage Company.  He is a graduate of Bryant University with a Bachelor of Science and Master of Business Administration and attended the Executive Management Program at Dartmouth College, Amos Tuck School.

Berkshire Bank President and CEO Michael P. Daly stated, “I would first like to sincerely thank Cory Thurston for his many years of service to the Berkshire Hills Bancorp Board as well as to the Berkshire Bank Foundation Board. Cory has been an outstanding contributor to our company and is a valued member of our community.  Cory was recently named as Executive Director of the Pittsfield Economic Development Authority, and we wish him well in this important new undertaking.”

Daly continued, “We are excited to welcome our new Board members as well as a new member of our Executive Leadership Team. Both Bill Dunlaevy and Bart Raser bring a great deal of community banking experience to their new roles and are both very familiar with our markets.  Additionally, Pat Sullivan’s extensive banking background and commercial credit expertise will serve us well as we strategically grow our business. Having served in leadership and executive positions at both large and small institutions, Pat understands the importance of providing the resources that customers need in today’s marketplace while offering the personal touch of a community bank.  I have no doubt that Bill, Bart and Pat will make significant contributions as we execute our plan to expand our franchise and continue our momentum of earnings and revenue growth.”

Mr. Dunlaevy will serve in the class of Berkshire Hills Bancorp Board members with terms that expire in May 2013.  Mr. Raser will serve out the remainder of Mr. Thurston’s term that expires in May 2012.

Background

Berkshire Hills Bancorp is the parent of Berkshire Bank, America's Most Exciting Bank(SM), and has more than $4 billion in assets.    The Company has more than 60 full service branch offices in Massachusetts, New York, and Vermont providing personal and business banking, insurance, and wealth management services.  Berkshire Bank provides 100% deposit insurance protection for all deposit accounts, 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.

###

BHLB – Berkshire Hills Bancorp www.berkshirebank.com

Contacts:

Media Contact:

Lori Gazzillo

Community Relations Officer

413-236-3733

lgazzillo@berkshirebank.com

Investor Relations Contact

David H. Gonci

Investor Relations Officer

413-281-1973

BHLB – Berkshire Hills Bancorp www.berkshirebank.com