Exhibit
10.10





AMENDMENT
NO. 3 TO THE


DEFERRED
COMPENSATION PLAN OF THE BERKSHIRE BANK





WHEREAS, The Berkshire Bank (the "Bank"
or the "Company") adopted and maintains a nonqualified and unfunded deferred
compensation plan known as the Deferred Compensation Plan of The Berkshire Bank
effective July 1, 2006 and amended on August 17, 2006 and November 29, 2007 (the
"Plan") for the purpose of providing deferred compensation for a select group of
management or highly compensated employees; and





WHEREAS, the Bank deems it appropriate
to amend the Plan to conform certain Plan provisions with the final IRS
regulations issued under Section 409A of the Internal Revenue Code of 1986, as
amended; and





WHEREAS, Article VII of the Plan
provides that the Board of Directors of the Bank has the authority to amend the
Plan, in its sole discretion, at any time and from time to time.





NOW, THEREFORE, the Plan is hereby
amended, effective as of December 31, 2008, as set forth below:





FIRST





Section 3.1 of the Plan shall be
amended by adding a new paragraph, at the end thereof, to read as
follows:





"All
elections to participate and defer Compensation shall be effective as of the
first day of the calendar year following the date that the Participant's
election is processed pursuant to normal administrative procedures, at which
time such election will become irrevocable, and shall remain in effect for the
entirety of such following calendar year, except as may otherwise be provided in
the Plan.  A deferral election must be made by completing, signing,
and returning a form provided by the Plan Administrator or through some other
method designated by the Plan Administrator.  Individuals who first
become Eligible Employees during a calendar year will not be permitted to defer
Compensation earned during that calendar year. Such Eligible Employees will be
permitted to defer Compensation only for subsequent calendar
years."





SECOND





Section 3.2 of the Plan shall be
amended by deleting clause (B) to read as follows:





"Elections
Following Effective Date Of Plan.  Notwithstanding the foregoing, in
the first Plan Year in which the Plan is adopted, an election to defer
Compensation can be made by an Eligible Employee within thirty (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."









THIRD





Section 4.2 of the Plan shall be
amended in its entirety to read as follows:





"Following
a Participant's "separation from service" as defined under Section 409A of the
Code and IRS Treasury Regulation Section 1.409A-1(h), 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 separation from service, 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
separation from service 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 and IRS Treasury Regulation Section 1.409A-1(i)) at the time of his or
her separation from service, distribution to the Participant shall not be made
prior to the time that is six (6) months from the date he or she experiences a
separation from service.  Thus, a distribution with respect to a
"specified employee" will take place on the later of (i) thirty (30) days
following the January 1 which follows or coincides with the Participant's
separation from service, or (ii) six (6) months and thirty (30) days following
or coinciding with the Participant's separation from service."





FOURTH





Section 4.4 of the Plan shall be
amended by deleting the phrase "Section 409A of the Code" appearing at the end
thereof and replacing it with the phrase "Section 409A of the Code and IRS
Treasury Regulation Section 1.409A-3(i)(3)."





FIFTH





Section 4.6 of the Plan shall be
amended by deleting the phrase "Section 409A of the Code" appearing at the end
of the first sentence thereof and replacing it with the phrase "Section 409A of
the Code and IRS Treasury Regulation Section 1.409A-3(i)(4)."





SIXTH





Section 4.7 of the Plan shall be
amended by deleting the phrase "Section 409A of the Code" appearing at the end
thereof and replacing it with the phrase "Section 409A of the Code and IRS
Treasury Regulation Section 1.409A-3(i)(5)."





SEVENTH





Article VII of the Plan shall be
amended by adding the following, at the end thereof, to read as
follows:





"This
Plan is intended to comply with the applicable requirements of Section 409A of
the Code, including applicable final regulations and any other applicable
guidance issued by the Secretary of the Treasury and the Internal Revenue
Service with respect thereto, and shall be limited, construed and interpreted in
accordance with such intent."





EIGHTH





Except as amended herein, the Plan
shall continue in full force and effect.









IN WITNESS WHEREOF, the undersigned
being duly authorized, has executed this Amendment as evidence of its
adoption.





THE
      BERKSHIRE BANK.By:
                            /s/
      Moses KrauszMoses
      Krausz