Unassociated Document


     

    CONFIDENTIAL – VIA HAND
DELIVERY

    


    October
21, 2010

    


    Mr.
Thomas W. Barney

    717
Laurel Street

    Longmeadow,
MA  01106

    


    Dear
Tom:

    


    For the
reasons that we have discussed, Berkshire Hills Bancorp, Inc. and Berkshire Bank
(collectively, the "Company") and you have reached a mutual decision to
terminate your employment effective January 7, 2011 or sooner, if mutually
agreed upon. The Company desires to resolve any and all issues relating to
the conclusion of your employment 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 January 7, 2011 (the “Termination Date”) or
sooner if mutually agreed upon.

    


    2.           You
shall be paid your earned salary through the Termination
Date.  Although you are not otherwise entitled to it, in consideration
of your acceptance of this Letter Agreement, the Company shall provide you with
lump sum payment of $230,000 (“Lump Sum Payment”), less legally required
withholdings.  You agree that under the terms of certain “Berkshire
Hills Bancorp, Inc. 2003 Equity Compensation Plan Restricted Stock Award
Agreements” signed by Employee on January 30, 2008, and January 30, 2009,
respectively (the “Restricted Stock Agreements”), you hereby forfeit your
unvested Stock Awards, as defined in the Restricted Stock Agreements, as of the
Termination Date and all of your rights to any unvested stock are null and
void.  Your Lump Sum Payment shall be made on the later to occur of
the following: (i) the Company’s next regularly scheduled pay date following the
actual Termination Date; or (ii) the Company’s next regularly scheduled pay date
following the 8-day period after you have executed this Letter Agreement and
returned it to the Company without revocation.  No Company
contribution or match shall be made to the Company's 401(k) Plan on account of
the Lump Sum Payment 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 the Termination Date.  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 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 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.

     

    
      
         

      

      
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    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, 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.

     

    
      
         

      

      
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    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.

     

    
      
         

      

      
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    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.

     

    
      
         

      

      
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    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:	
                                    Michael
      P. Daly

                                  	 	
                                     

                                  	 	
                                     

                                  
	 	Michael
      P. Daly	 	 	 	 
	 	
                                     

                                  	 	
                                     

                                  	 	
                                     

                                  
	 	
                                    
                                      I
      understand and agree completely to the

                                      foregoing
      as of October 21
      , 2010

                                    

                                  	 	 	 	 
	 	 	 	 	 	 
	 	
                                    /s/
      Thomas W. Barney

                                  	 	
                                     

                                  	 	
                                     

                                  
	 	
                                    Thomas
      W. Barney

                                  	 	 	 	 
	 	 	 	 	 	 
	Witness:	
                                    /s/
      Wm. Gordon Prescott

                                  	 	
                                     

                                  	 	
                                     

                                  
	 	Wm. Gordon
      Prescott	 	 	 	 


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         

      

      
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EXHIBIT
A

     

    NON-SOLICITATION AND
NON-COMPETITION AGREEMENT

    


    This Non-Solicitation and
Non-Competition Agreement (this “Agreement”) dated October ____, 2010 between
BERKSHIIRE HILLS BANCORP, INC., a Delaware corporation with a principal place of
business located in Pittsfield, Massachusetts and THOMAS W. BARNEY of
Longmeadow, Massachusetts (“Barney”).

    


    


    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 Barney
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 Barney
Separation Pay in the gross amount of $230,000, less customary payroll taxes and
deductions; and

    


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

    


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

    


    Barney 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.
Barney 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.

     

    
      
         

      

      
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    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)           Barney
hereby agrees that, beginning on January 8, 2011 and for a period of
approximately 1 year thereafter - until December 31, 2011 – (the
“Non-Competition Period”), Barney 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 Berkshire County,
Massachusetts (a “Competitor Employer”).

    


    (b)           Barney
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 Barney for the purpose of
requesting that Barney engage in Prohibited Activities with a Competitor
Employer during the Non-Competition Period, Barney may request that the Company
waive the provisions of Section 1(a) of this Agreement.  The Company
shall consider Barney’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 Barney and the Company shall have entered into
a written modification of this Agreement, signed by both parties.

    


    2.           Non-Solicitation.  Barney
hereby agrees that, beginning on January 8, 2011 and for a period of
approximately 1 year thereafter - until December 31, 2011 - Barney 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
Barney’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 Barney’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 Barney may accept employment with a Company client or
customer or prospect that is not a Competitor Employer; or

     

    
      
         

      

      
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      (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.

    

    
      


    

    
      Barney
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.  Barney hereby
agrees and acknowledges that his employment with the Company has created a
continuing relationship of confidence and trust between Barney and the Company
with respect to Confidential Information.  Barney 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 Barney 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, Barney has first
provided to the Company as much advance notice as practicable of any such
compelled disclosure, and further that Barney 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 Barney
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 Barney 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 Barney’s obligations under this Agreement regarding Confidential Information
or otherwise.

    
       

      
        
           

        

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

    


    5.           Defaults.  Barney
shall be deemed to be in default of his obligations under this Agreement (a
“Default”), if Barney shall have breached his obligations under Section 1 hereof
and such breach shall continue for 15 days after the Company has given Barney
notice of same.  Notwithstanding anything to the contrary contained in
the foregoing sentence, Barney 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.

    


    
      
         

      

      
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    6.           Remedies.

    


    (a)           Barney
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 Barney’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 Barney, the Company shall be entitled to (a) recover from Barney its
costs, including reasonable attorneys’ fees, incurred in enforcing its rights
under this Agreement and (b) cease making payments to Barney 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.

     

    
      
         

      

      
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    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.

    


    
      
        
          
            	 	THOMAS
      W. BARNEY	 
	 	 	 
	 	BERKSHIRE
      HILLS BANCORP, INC.,	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ 	 
	 	 	Print
      name: Michael P. Daly	 
	 	 	Its:
      President and CEO	 
	 	 	 	 


          

        

      

    

    


    
      
         

      

      
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