EXHIBIT 10.19

SETTLEMENT AGREEMENT

This
Settlement Agreement (the Settlement Agreement) is entered into as of October
12, 2010 by and between Berkshire Hills Bancorp, Inc., a Delaware corporation
(BHB), the Berkshire Bank, a wholly-owned subsidiary of BHB, Rome Bancorp,
Inc. (Rome), a Delaware corporation, The Rome Savings Bank (the Bank), a
wholly-owned subsidiary of Rome, and Charles M. Sprock (the Executive).

WHEREAS, the Executive and Rome are parties
to an Amended and Restated Employment Agreement as of November 28, 2007 (Rome
Agreement), and the Executive and the Bank are parties to an Amended and
Restated Employment Agreement as of November 28, 2007 (Bank Agreement, and
together with the Rome Agreement, the Agreements), and the Executive is the
sole participant in the Benefit Restoration Plan of Rome Bancorp, Inc. (the
BRP); and

WHEREAS, BHB and Rome have entered into an
Agreement and Plan of Merger, dated as of October 12, 2010 (the Merger
Agreement), pursuant to which Rome will be merged into BHB (the Merger); and

WHEREAS, it is contemplated that
Executives employment shall be terminated as of the Closing Date and such
termination shall constitute a separation from service within the meaning of
Section 409A of the Internal Revenue Code of 1986 (the Code); and

WHEREAS, Section 7.6.7 of the Merger
Agreement provides that Rome, subject to BHBs approval, shall enter into this
Settlement Agreement which shall terminate the Agreements as of the closing
date of the Merger (the Closing Date), and in lieu of any payment or benefits
under the Agreements and the BRP, the Executive shall be entitled to the
settlement benefits set forth herein; and

WHEREAS, for purposes of Section 409A of
the Code, the payments under Section 3(a) of this Settlement Agreement shall be
deemed to be payments in substitution of the payments under the Agreement,
within the meaning of Treasury Regulation 1.409A-3(f).

NOW, THEREFORE, in consideration of the
premises and the mutual covenants contained in this Settlement Agreement, BHB,
the Berkshire Bank, Rome, the Bank and the Executive hereby agree as follows:

Section 1. Termination of the Agreements.

(a) Termination.
The Executive, BHB, the Berkshire Bank, Rome and the Bank hereby agree that the
Agreements shall be terminated without any further action of any parties
hereto, and agree that the BRP shall be terminated, effective as of the Closing
Date. The Executive, in lieu of any payment or benefits under the Agreement or
the BRP, shall be entitled to the settlement benefits set forth in Section 3
hereof.

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(b) The
Executive, BHB, the Berkshire Bank, Rome and the Bank hereby agree that Section
12(b) of each of the Agreements shall not apply from the date of this
Settlement Agreement through the earlier of the Closing Date or the date of
termination, if any, of the Merger Agreement (such period, the Interim
Period), and that the Agreements shall otherwise remain in effect during the
Interim Period, including Section 10 of each of the Agreements.

Section 3. Settlement Benefits.

(a) Cash
Severance Payment. The parties hereto acknowledge that the Merger qualifies as
a Change of Control as defined under the Agreements and further acknowledge
that Executive is a specified employee within the meaning of Code Section
409A who will have a separation from service within the meaning of Code
Section 409A on the Closing Date (Separation Date). Immediately before the
Effective Time under the Merger Agreement, Rome shall pay to the Executive, a
cash lump sum equal to $1,383,627 (the Cash Severance Payment), which payment
shall be subject to income withholding taxes, representing:

|   |                |  |                |           | 
|-- | -------------- |  | -------------- | --------- | 
|   | Payment Source |  | Payment Amount |          
|   |                |  |                |           | 
|1. | Agreements:    |  | $              | 1,025,067 | 
|2. | BRP:           |  | $              | 358,560   | 
|   |                |  |                |           | 
|   | Total Payments |  | $              | 1,383,627 | 

Accordingly,
BHB shall pay the Cash Severance Payment to the Executive on the first day of
the seventh month following the Separation Date.

(b) Rabbi
Trust. Since the Cash Severance Payment is to be paid on the first day of the
seventh month following the Separation Date, the Cash Severance Payment shall
be deposited into an irrevocable grantor trust which meets the requirements of
Internal Revenue Service Revenue Procedure 92-65 (as amended or superseded from
time to time), the trustee of which shall be a financial institution selected
by Rome with the approval of the Executive (which approval shall not be unreasonably
withheld or delayed), and payment to the Executive under this Settlement
Agreement shall be adjusted for investment experience of the investments made
with the assets of such trust, as determined by the trustee without election by
the Executive, which investments shall consist of short-term investment-grade
fixed-income securities or units of interest in mutual funds or other pooled
investment vehicles designed to invest primarily in such securities.

Section 4. Waiver and Release.

(a) The
Executive hereby agrees that payment of the Cash Severance Payment and
Additional Compensation, if any, to the Executive will be in full satisfaction
of all obligations of BHB, Berkshire Bank, Rome, and the Bank to the Executive
under the Agreement and this Settlement Agreement.

(b) The
Executive, on behalf of himself, his heirs and assigns, irrevocably and
unconditionally releases BHB, Berkshire Bank, Rome and the Bank (which, for
purpose of this

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Section 4 shall be defined to include all of BHBs, Romes, and the
Banks related and affiliated entities, their predecessors, successors, heirs
or assigns, and any past, present or future officers, board of director
members, agents, attorneys, and employees) from all claims, controversies,
liabilities, demands, causes of action, debts, obligations, promises, acts,
agreements, and damages of whatever kind or nature, whether known or unknown,
suspected or unsuspected, foreseen or unforeseen, liquidated or contingent,
actual or potential, jointly and individually, that the Executive has had or
now has, based upon and/or arising out of the Agreements. Notwithstanding the
above, it is understood that the Executive does not waive any rights that the
Executive may have to vested benefits under any tax-qualified retirement,
restricted stock or stock option awards.

(c) The
Executive waives the rights and claims to the extent set forth above, and the
Executive also agrees not to institute, or have instituted, a lawsuit against
BHB, Berkshire Bank, Rome, and/or the Bank based on any such waived claims or
rights.

(d) BHB,
Berkshire Bank, Rome, the Bank (the Parties) and the Executive each agree
that the Parties and the Executive shall not at any time, either before or
after the Closing Date, make or cause to be made any derogatory or disparaging
statement to anyone about the other party, or the Parties products, services,
financial condition or proposals or about any of the directors, officers or
employees of the Parties or regarding the Executives employment.

Section 5. Miscellaneous.

(a)
Successors. The terms of this Settlement Agreement shall be binding upon all
parties hereto and their respective heirs, successors, and assigns.

(b) Final
Agreement. This Settlement Agreement represents the entire understanding of the
parties with respect to the subject matter hereof and supersedes all prior
understandings, written or oral. The terms of this Settlement Agreement may be
changed, modified or discharged only by an instrument in writing signed by the
parties hereto. The Executive acknowledges that the Executive has carefully
read the foregoing, has had sufficient opportunity to review the Settlement
Agreement with legal counsel of the Executives own choosing, knows and
understands this Settlement Agreement contents, and freely and independently
signs this Settlement Agreement. No inducements, representations, or agreements
have been made or relied upon to make this Settlement Agreement except as stated
in this Settlement Agreement.

(c)
Governing Law. The validity, interpretation, construction and performance of
this Settlement Agreement shall be governed by the laws of the Commonwealth of
Massachusetts without regard to principles of conflicts of laws thereof.

(d)
Statutory Changes. All references to sections of the Code shall be deemed also
to refer to any successor provisions to such sections.

(e)
Validity. The invalidity or unenforceability of any provision of this Settlement
Agreement shall not affect the validity or enforceability of any other
provision of this Settlement Agreement, which shall remain in full force and
effect.

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(f) No
Assignment of Benefits. Except as otherwise provided herein or by law, no right
or interest of the Executive under the Settlement Agreement shall be assignable
or transferable, in whole or in part, either directly or by operation of law or
otherwise.

(g)
Counterparts. This Settlement Agreement may be signed in counterparts, and all
of the counterpart copies shall be treated as a single agreement.

Section 6. Effectiveness.

This
Settlement Agreement shall be effective as of the Closing Date, provided,
however, that Section 1(b) hereof shall be effective from the day and year
first set forth above. In the event the Merger Agreement is terminated for any
reason, this Settlement Agreement shall be deemed null and void.

[Signature Page to Follow]

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IN WITNESS WHEREOF, the parties hereto have
duly executed this Settlement Agreement as of the day and year first written
above.

| |                               |                                                       |  | 
| | ----------------------------- | ----------------------------------------------------- |  | 
| | EXECUTIVE                    
| |                              
| | /s/ Charles
 M. Sprock        |                                                      
| |                               |                                                      
| | Charles M. Sprock             |                                                      
| |                              
| | BERKSHIRE HILLS BANCORP, INC.
| |                               |                                                      
| | By:                           | /s/ Michael
 P. Daly                                 
| |                               |                                                       | 
| |                               | Michael P. Daly                                      
| |                               | President and Chief Executive Officer                
| |                               |                                                      
| | BERKSHIRE BANK               
| |                               |                                                      
| | By:                           | /s/ Michael
 P. Daly                                 
| |                               |                                                       | 
| |                               | Michael P. Daly                                      
| |                               | President and Chief Executive Officer                
| |                               |                                                      
| | ROME BANCORP, INC.           
| |                               |                                                      
| | By:                           | /s/ David C. Nolan                                   
| |                               |                                                       | 
| |                               | David
 C. Nolan                                      
| |                               | Executive
 Vice-President and Chief Financial Officer
| |                               |                                                      
| | THE ROME SAVINGS BANK        
| |                               |                                                      
| | By:                           | /s/ David C.
 Nolan                                  
| |                               |                                                       | 
|
| |                               | David C. Nolan                                       
| |                               | Executive Vice-President and Chief
 Financial Officer

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