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                                                                    Exhibit 10.2









                           DEFERRED COMPENSATION PLAN
                                       OF
                               THE BERKSHIRE BANK

                             Effective July 1, 2006








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                           DEFERRED COMPENSATION PLAN
                                       OF
                               THE BERKSHIRE BANK


                                    ARTICLE I
                                  INTRODUCTION

         1.1 Purpose. The purpose of this Plan is to establish a systematic
method by which key employees of the Company may defer payment of all or a
portion of their compensation that may be earned by them. This Plan is intended
to be a nonqualified and unfunded plan maintained primarily for the purpose of
providing deferred compensation for a select group of management or highly
compensated employees pursuant to Sections 201(2), 301(a)(3) and 401(a)(l) of
the Employee Retirement Income Security Act of 1974, as amended.

         1.2 Effective Date.  This Plan shall be effective July 1, 2006.


                                   ARTICLE II
                                   DEFINITIONS

Unless a different meaning is clearly required by the context:

         2.1 "Administrator" means the Company or such other person or committee
as may be appointed from time to time by the Board to administer this Plan.

         2.2 "Affiliate" Any corporation or other business entity that is a
member of the Company's controlled group of companies, as determined under
Sections 414(b), (c), (m) and (o) of the Code.

         2.3 "Annual Enrollment Period" means the period designated by the
Administrator which shall commence and end prior to the first day of each Plan
Year.

         2.4 "Board" means the Board of Directors of the Company.

         2.5 "Code" means the Internal Revenue Code of 1986, as amended.

         2.6 "Company" means The Berkshire Bank, a New York State chartered
commercial bank, and any successor thereto.

         2.7 "Compensation" means annual wages paid to a Participant as an
Employee for services rendered.

         2.8 "Deferred Compensation Account" means a bookkeeping account as
defined in Section 4.1.

         2.9 "Earnings Rate" means the highest deposit rate paid by the Company
on savings accounts (not time deposits) on the Valuation Date or the day
preceding the payment date, as applicable.

         2.10 "Eligible Employee" means each Employee who has an annual rate of
Compensation of not less than $130,000 and who is designated as an Eligible
Employee by the President of the Company in


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his or her sole discretion. The President of the Company may select Employees
who are eligible to participate in this Plan based on any additional criteria or
policy established by the President. The President of the Company may revoke the
eligibility of an Eligible Employee for any reason. However, no such revocation
shall be effective until the first day of the Plan Year next following the Plan
Year during which the President of the Company makes the revocation. Only
Eligible Employees are permitted to participate in this Plan. An initial list of
Eligible Employees is attached to this Plan and marked as Appendix A.

         2.11 "Employee" means a person employed by the Company.

         2.12 "Participant" means an Eligible Employee on whose behalf a
Deferred Compensation Account is maintained in accordance with Section 4.1.

         2.13 "Plan" means this Deferred Compensation Plan of The Berkshire
Bank, together with any and all amendments and supplements thereto.

         2.14 "Plan Year" means the calendar year.

         2.15 "Valuation Date" means the last day of each Plan Year.

Reference to the male gender shall include the female gender unless the context
requires otherwise. Words importing the singular number shall include the plural
and vice versa.


                                  ARTICLE III
                    DEFERRAL ELECTIONS, OTHER CONTRIBUTIONS

         3.1 Annual Deferral Elections. An Eligible Employee may become a
Participant by electing during an Annual Enrollment Period to defer receipt of
not less than 3 percent and not more than 50 percent of his or her Compensation
that would otherwise be payable in the Plan Year beginning after the date of
such election. Only whole percentages of Compensation may be deferred. An
election will remain in effect for the entire Plan Year to which it relates.
Unless the Administrator permits a Participant to elect that his or her deferral
election shall apply in a succeeding Plan Year if not revoked prior to the
beginning of that Plan Year, an election shall be required each Plan Year. Each
Participant shall be fully vested and have a non-forfeitable interest with
respect to his or her Compensation deferred pursuant to this Section 3.1.

         3.2 Elections in Initial Year of Participation. Notwithstanding the
foregoing, (A) in the first Plan Year in which the Plan is adopted, an election
to defer Compensation can be made by an Eligible Employee within 30 days after
the Effective Date of this Plan, but the election will only apply to
Compensation that would otherwise be payable after the date of the election, and
(B) in the first Plan Year in which an Eligible Employee becomes eligible to
participate in this Plan, an election to defer Compensation can be made by the
Eligible Employee within 30 days after he or she becomes eligible, but the
election will only apply to Compensation that would otherwise be payable after
the date of the election.

         3.3 Supplemental Contributions.  The Company may, in its sole
discretion, credit additional amounts to the Deferred Compensation Account of a
Participant from time to time. The Company shall have complete discretion in
determining the amount of such additional credits, the timing of such credits,


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the Participants who shall receive such credits and any vesting requirements
applicable to such credits.

         3.4 Information. At the time an Eligible Employee becomes a Participant
and while he or she remains a Participant, the Administrator may request such
information from the Participant as the Administrator deems appropriate. Such
information may include, but is not limited to, the Participant's deferral
elections, investment elections and beneficiary designation.


         3.5 Commencement of Participation. An Eligible Employee who makes a
deferral election hereunder shall be a Participant.

         3.6 Cessation of Participation. A Participant shall cease to be such
upon distribution of his or her entire Deferred Compensation Account.


                                   ARTICLE IV
                                    ACCOUNTS

         4.1 Deferred Compensation Accounts. The Company shall create and
maintain a bookkeeping Deferred Compensation Account in the name of each
Participant that shall reflect the value of all amounts payable to such
Participant (or to such Participant's beneficiary in the event of the
Participant's death) under this Plan. No Participant shall derive any rights or
benefits in or to any assets of the Company or its Affiliates solely from the
establishment or maintenance of such accounts on the books of the Company. A
Participant's rights in his or her Deferred Compensation Account shall be no
greater than the rights of any other unsecured general creditor of the Company.
The Company shall credit a Participant's deferred Compensation to his or her
Deferred Compensation Account at the same time that the Participant would
otherwise have received the deferred Compensation but for the deferral election.

         4.2 Distribution Upon Termination of Employment. Following a
Participant's termination of employment with the Company and its Affiliates, the
Participant shall receive a distribution of a single sum payment in cash, thirty
(30) days following the January 1 which follows or coincides with the
Participant's termination of employment, equal to the value of the Participant's
vested Deferred Compensation Account as of the day preceding the payment date.
Any amounts credited to a Participant's Deferred Compensation Account that are
not vested at the time of the Participant's termination of employment shall be
immediately forfeited. Notwithstanding the foregoing, if a Participant is
considered to be a "specified employee" (within the meaning of Section 409A of
the Code) at the time of his or her termination of employment, distribution to
the Participant shall not be made prior to the time that is six months from the
date he or she experiences a termination of employment.

         4.3 Earnings on Accounts. As of each Valuation Date, each Participant's
Deferred Compensation Account shall be credited with the applicable Earnings
Rate. In the event that all or a portion of a Participant's Deferred
Compensation Account becomes payable, on the day preceding the payment date, the
Participant's Deferred Compensation Account shall be credited with the
applicable Earnings Rate in effect on that day. If an amount has been credited
to a Participant's Deferred Compensation Account for less than one year, the
applicable Earnings Rate shall be prorated accordingly. Each Participant shall
be notified annually in writing of the balance in his or her Deferred
Compensation Account. The Administrator's determination shall be final and
binding with respect to the valuation of Deferred Compensation Accounts.


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         4.4 Distribution Due to Unforeseeable Emergency. A Participant may
request a distribution due to Unforeseeable Emergency by submitting a written
request to the Administrator accompanied by evidence to demonstrate the
existence of Unforeseeable Emergency. The Administrator shall have authority to
require such evidence as it deems necessary to determine if a distribution is
warranted. If an application for a distribution due to an Unforeseeable
Emergency is approved, the distribution shall be limited to an amount sufficient
to meet the emergency. The distribution shall be paid on the thirtieth (30th)
day following approval. For purposes of the foregoing, "Unforeseeable Emergency"
means an event of such nature described under Section 409A of the Code.

         4.5 Distribution Upon Death. In the event of the death of a Participant
before all amounts in his or her Deferred Compensation Account have been
distributed, the balance of such Account shall be distributed in the year of
death to the Participant's designated beneficiary. If the Participant dies and
has not designated a beneficiary (or is not survived by any such designated
beneficiary), the Participant's estate shall be his or her beneficiary.

         4.6 Distribution upon Disability. If a Participant becomes Disabled, as
defined under Section 409A of the Code, while employed with the Company, before
all amounts in his or her Deferred Compensation Account have been distributed,
the balance of such Account shall be distributed as soon as administratively
practicable in the year following the year of Disability.

         4.7 Distribution upon Change in Control. Notwithstanding any provision
in the Plan to the contrary, a Participant's Deferred Compensation Account shall
be distributed in a lump sum payment on the thirtieth (30th) day following a
"Change in Ownership or Effective Control" of the Company and its Affiliates, or
a "Change in Ownership of a Substantial Portion of the Assets" of the Company
and its Affiliates (collectively a "Change in Control Event") , as such terms
are defined under Section 409A of the Code, to the extent such Change in Control
Event constitutes a permissible payment event under Section 409A of the Code.


                                    ARTICLE V
                             ADMINISTRATION OF PLAN

         5.1 Administrator. The administration of this Plan shall be under the
supervision of the Administrator. The Administrator will have full power to
administer this Plan in all of its details. For this purpose, the
Administrator's powers will include, but will not be limited to, the following
authority, in addition to all other powers provided by this Plan:

         (a) to make and enforce such rules and regulations as it deems
necessary or proper for the efficient administration of this Plan, including the
establishment of any claims procedures that may be required by applicable
provisions of law;

         (b) to exercise discretion in interpreting this Plan;

         (c) to exercise discretion in deciding all questions concerning this
Plan and the eligibility of any person to participate in this Plan;

         (d) to appoint such agents, counsel, accountants, consultants, and
other persons as may be required to assist in administering this Plan; and


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         (e) to allocate and delegate its responsibilities under this Plan and
to designate other persons to carry out any of its responsibilities under this
Plan, any such allocation, delegation, or designation to be in writing.

         5.2 Examination of Records. The Administrator will make available to
each Participant such of his or her records under this Plan as pertain to him,
for examination at reasonable times during normal business hours.

         5.3 Indemnification of Administrator. The Company agrees to indemnify
and to defend to the fullest extent permitted by law any person serving as the
Administrator or as a member of a committee designated as Administrator
(including any Employee or former Employee who formerly served as Administrator
or as a member of such committee) against all liabilities, damages, costs and
expenses (including attorneys' fees and amounts paid in settlement of any claims
approved by the Company occasioned by any act or omission to act in connection
with this Plan, if such act or omission is in good faith.


                                   ARTICLE VI
                               CLAIMS FOR BENEFITS

         6.1 Submission of Claim. Any claim for specific benefits under this
Plan not otherwise paid shall be submitted to the Administrator.

         6.2 Notice of Denial of Claim. If a claim for benefits under this Plan
is denied, the Administrator shall provide notice to the claimant in writing of
the denial within 90 days after its submission. The notice shall be written in a
manner calculated to be understood by the claim and shall include:

         (a) the specific reason or reasons for the denial;

         (b) specific reference to the pertinent Plan provisions on which the
denial is based;

         (c) a description of any additional material or information necessary
for the claimant to perfect the claim, and an explanation of why such material
or information is necessary; and

         (d) an explanation of this Plan's claims review procedures.

         6.3 Extension of Time. If specific circumstances require an extension
of time for processing the initial claim, a written notice of the extension and
the reason therefore shall be furnished to the claimant before the end of the
initial 90 day period. In no event shall such extension exceed 90 days.

         6.4 Review of Denial of Claim. If a claim for benefits has been denied,
the claimant may file an appeal with the Administrator. Such appeal shall be
filed within sixty (60) days of the notification by the Administrator of the
claim denial, shall be made in writing, and shall set forth all of the facts
upon which the appeal is based. An appeal that is not timely filed shall be
barred. The decision on review shall be made within 60 days of receipt of the
request for review, unless special circumstances require an extension of time
for processing, in which case a decision shall be rendered as soon as possible,
but not later than 120 days after receipt of the request for review. If such an
extension of time is required, written notice of the extension shall be
furnished to the claimant before the end of the original 60 day


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period. The decision on review shall be made in writing in a manner calculated
to be understood by the claimant and shall include specific references to the
provisions of this Plan on which the denial is based. If the decision on review
is not furnished within the time specified above, the claim shall be deemed
denied on review.


                                   ARTICLE VII
                            AMENDMENT AND TERMINATION

         The Board reserves the right to amend or terminate this Plan, in its
sole discretion, including any such action that accelerates the payment of all
or any portion of a Deferred Compensation Account, provided that any such
amendment or termination does not: (a) cause an amount payable under this Plan
to be subject to the tax, interest or penalties imposed under Code Section 409A;
(b) reduce the amount allocated to a Participant's Deferred Compensation Account
at the time of the amendment or termination or (c) delay the payment of an
amount allocated to a Participant's Deferred Compensation Account.


                                  ARTICLE VIII
                            MISCELLANEOUS PROVISIONS

         8.1 Information to Be Furnished. Participants shall provide the Company
and the Administrator with such information and evidence, and shall sign such
documents, as may reasonably be requested from time to time for the purpose of
administration of this Plan.

         8.2 Limitation of Rights. Neither the establishment of this Plan nor
any amendment thereof, nor the payment of any benefits, will be construed as
giving to any Participant or other person any legal or equitable rights against
the Company its Affiliates, or the Administrator, except as provided herein.

         8.3 Spendthrift Clause. No Participant or beneficiary shall have the
right to transfer, assign., alienate, anticipate, pledge, or encumber any part
of the benefits provided by this Plan, nor shall such benefits be subject to
seizure by legal process by any creditor of such Participant or beneficiary. Any
attempt to effect such a diversion or seizure shall be deemed null and void for
all purposes hereunder.

         8.4 Plan Not A Contract. This Plan shall not be deemed to be a contract
between the Company or any of its Affiliates and any Employee or to be
consideration or an inducement for the employment of any Employee. No
Participant in this Plan shall acquire any right to be retained in the
employment of the Company or its Affiliates by virtue of this Plan, nor, upon
his or her dismissal or upon his or her voluntary termination of employment,
shall he or she have any right or interest in this Plan other than as
specifically provided herein.

         8.5 Tax Withholding. All payments and deferrals under this Plan shall
be subject to such income and other tax withholding requirements of applicable
law.

         8.6 Unfunded Character. This Plan shall be unfunded within the meaning
of Title I of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"). Neither the Company, its Affiliates nor the Administrator shall
segregate or otherwise identify specific assets to be applied to the purposes of
this Plan, nor shall any of them be deemed to be a trustee of any amounts to be
paid under this Plan. Any liability of the Company to any person with respect to
benefits distributable under this Plan shall be based solely upon such
contractual obligations, if any, as shall be created by this Plan, and shall
give rise only to a claim against the general assets of the Company. No such
liability shall be deemed


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to be secured by any pledge or any other encumbrance on any specific property of
the Company or its Affiliates.

         8.7 Governing Law. The provisions of this Plan shall be enforced in
accordance with the laws of the State of New York to the extent such laws are
not preempted by ERISA or other federal law.


                                   ARTICLE IX
                                    EXECUTION

IN WITNESS WHEREOF, the Company has caused this Plan to be executed in its name
and on its behalf by its duly authorized officer this 27th day of June, 2006.

Attest:                                      The Berkshire Bank

By: /s/ Stanley Wong                        By: /s/ David Lukens
    ------------------                          ------------------
    Stanley Wong                                David Lukens






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