EXHIBIT 10.21

NON-COMPETITION AND CONSULTING AGREEMENT

THIS
NON-COMPETITION AND CONSULTING AGREEMENT (the Agreement) is made as of the
12th day of October, 2010, between Berkshire Hills Bancorp, Inc. (BHB), a
Delaware corporation, Berkshire Bank (Berkshire Bank), a Massachusetts
savings bank and wholly owned subsidiary of BHB and Charles M. Sprock
(Consultant), an individual residing in New York.

WHEREAS, Rome Bancorp, Inc. (Rome) is a
Delaware corporation with its principal office located in Rome, New York, and
is the holding company for The Rome Savings Bank;

WHEREAS, BHB and Rome entered into an
Agreement and Plan of Merger dated October 12th, 2010 (Merger Agreement),
wherein Rome will merge with and into BHB;

WHEREAS, Consultant is the President and
Chief Executive Officer of Rome and The Rome Savings Bank;

WHEREAS, Consultants executive position
will be terminated as of the Effective Time and such termination will
constitute a separation from service within the meaning of Section 409A of
the Internal Revenue Code (Code);

WHEREAS, BHB and Berkshire Bank desire to
assure itself of the continued availability of the Consultants services as
provided in this Agreement;

WHEREAS, the Consultant is willing to serve
BHB and Berkshire Bank on the terms and conditions hereinafter set forth;

NOW THEREFORE, in consideration of the
mutual agreements herein contained, and upon the other terms and conditions hereinafter
provided, BHB, Berkshire Bank and the Consultant agree as follows:

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|1.  | Consultant Relationship. BHB and Berkshire
 Bank hereby engage Consultant and Consultant hereby agrees to serve BHB and
 Berkshire Bank, under the terms and conditions set forth in this Agreement.
 Consultant hereby acknowledges and recognizes that at all times he will be
 classified as an independent contractor.                                                          
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|2 . | Duties of Consultant. Consultant shall
 provide consulting services as a liaison for BHB and Berkshire Bank to The
 Rome Savings Bank Foundation (Foundation) and, in that capacity, take such
 actions as may reasonably be requested by BHB and Berkshire Bank with respect
 to the Foundation. Consultant shall provide services and be available for an
 amount of time not to

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|   | exceed 20 percent of the average level of bona fide services
 performed over the 36-month period immediately preceding the Effective Time,
 and such services may be rendered by telephonic or electronic means.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
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|3. | Term of Agreement.
 This Agreement shall commence on the Effective Time (as defined in the Merger
 Agreement) and the consulting duties provided in Sections 1 and 2 of this
 Agreement shall expire six (6) months later (Consulting Term); however, the
 non-competition and non-solicitation provisions in Section 6 of this
 Agreement shall expire eighteen (18) months following the Effective Time
 (Non-Compete Term).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
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|4. | Compensation. Berkshire
 Bank shall pay Consultant $225,000 (Consideration) for his services as a
 Consultant under this Agreement and for Consultants agreement not to compete
 under Section 6 hereof, payable in monthly installments over the Consulting
 Term pursuant to Berkshire Banks customary payroll practices for
 non-employee service providers. In the event that Consultant dies or becomes
 disabled (within the meaning of section 409A of the Code), Berkshire Bank
 shall continue to pay Consultant, or his estate, the Consideration in monthly
 installments as described above. Notwithstanding anything in this section 4
 to the contrary, each installment of the Consideration shall be paid before
 March 15 of the year immediately following the earlier of (a) the year in
 which the corresponding portion of the Consulting Term ended, or (b) the year
 in which the Consultant dies or becomes disabled (within the meaning of
 section 409A of the Code).                                                                                                                                                                                                                                                                                                                                                         
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|5. | Unauthorized Disclosure.
 During the Consulting Term, or at any later time, the Consultant shall not,
 without the written consent of the President and Chief Executive Officer of
 BHB or a person authorized thereby, knowingly disclose to any person, other
 than an employee of BHB and Berkshire Bank or a person to whom disclosure is
 reasonably necessary or appropriate in connection with the performance by the
 Consultant of his duties, any material confidential information obtained by
 him while performing services for BHB and Berkshire Bank with respect to any
 of BHB and Berkshire Banks services, products, improvements, formulas,
 designs or styles, processes, customers, methods of business or any business
 practices the disclosure of which could be or will be damaging to BHB and
 Berkshire Bank; provided, however, that confidential information shall not
 include any information known generally to the public (other than as a result
 of unauthorized disclosure by the Consultant or any person with the
 assistance, consent or direction of the Consultant) or any information of a
 type not otherwise considered confidential by persons engaged in the same
 business or a business similar to that conducted by BHB and Berkshire Bank or
 any information that must be disclosed as required by law.
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|6. | Covenant Not to Compete.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

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| | (a) | Consultant hereby acknowledges and recognizes the highly competitive
 nature of the business of BHB and Berkshire Bank and, accordingly, agrees
 that during the Non-Compete Term, Consultant shall not, except as otherwise
 permitted in writing by BHB and Berkshire Bank:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
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| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | (i) solicit, offer employment to, or take any other action intended
 (or that a reasonable person acting in like circumstances would expect) to
 have the effect of causing any officer or employee of BHB and Berkshire Bank,
 or any of their respective subsidiaries or affiliates, to terminate his or
 her employment and accept employment or become affiliated with, or provide
 services for compensation in any capacity whatsoever to, any firm,
 corporation, entity or enterprise that competes with the business of BHB and
 Berkshire Bank, or any of their direct or indirect subsidiaries or
 affiliates, and has offices within twenty-five miles (25) miles of any office
 of BHB and Berkshire Bank or any of their direct or indirect subsidiaries or
 affiliates (Competitor);
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| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | (ii) serve as a consultant, director, independent contractor,
 employee or provide financial or other assistance to any Competitor; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
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| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | (iii) directly or indirectly solicit persons or entities who were
 customers, clients, or referral sources of BHB and Berkshire Bank, or their
 subsidiaries to become a customer, client, or referral source of any
 Competitor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
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| | (b) | If Consultant violates any provision of contained in Section 6 of
 this Agreement, the Consultant acknowledges and agrees that: (i) any
 compensation not yet paid pursuant to this Agreement shall be forfeited and
 any compensation received by the Consultant under this Agreement shall be
 returned to BHB and Berkshire Bank, and (ii) BHB and Berkshire Bank will be
 entitled to seek an injunction restraining Consultant from competing or
 disclosing, in whole or in part, the knowledge of the past, present, planned
 or considered business activities of BHB and Berkshire Bank. Nothing herein
 will be construed as prohibiting BHB and Berkshire Bank from pursuing any
 other remedies available to BHB and Berkshire Bank for such breach or
 threatened breach, including the recovery of damages from Consultant.
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| | (c) | It is expressly understood and agreed that, although Consultant and
 BHB and Berkshire Bank consider the restrictions contained in Section 6(a)
 hereof reasonable for the purpose of preserving for BHB and Berkshire Bank
 and their subsidiaries their good will and other proprietary rights, if a
 final judicial determination is made by a court having jurisdiction that the
 time or territory or any other restriction contained in Section 6(a) hereof
 is an unreasonable or otherwise unenforceable restriction against                                                                                                                                                                                                                                                                                                     

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| |     | Consultant, the provisions of Section 6(a) hereof shall not be
 rendered void but shall be deemed amended to apply as to such maximum time
 and territory and to such other extent as such court may judicially determine
 or indicate to be reasonable.
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| | (d) | The provisions of this Section 6 shall be applicable, commencing on
 the date of this Agreement and ending on the first anniversary of the
 Effective Time.                                                                                             
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| | (e) | The provisions of this Section 6 shall survive the termination of the
 Consulting Agreement, regardless of the reason for termination.                                                                                                                  

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|7.  | Work Made for Hire.
 Any work performed by the Consultant under this Agreement should be
 considered a Work Made for Hire as the phrase is defined by the U.S. patent
 laws and shall be owned by and for the express benefit of BHB and Berkshire
 Bank and their subsidiaries and affiliates. In the event it should be
 established that such work does not qualify as a Work Made for Hire,
 Consultant agrees to and does hereby assign to BHB and Berkshire Bank and
 their affiliates and subsidiaries, all of his rights, title, and/or interest
 in such work product, including, but not limited to, all copyrights, patents,
 trademarks, and propriety rights.    
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|8.  | Return of Company Property and Documents.
 Consultant agrees that, at the time of termination of this Agreement,
 regardless of the reason for termination, he will deliver to BHB and
 Berkshire Bank and their subsidiaries and affiliates, any and all company
 property, including, but not limited to, keys, security codes or passes,
 mobile telephones, records, data, notes, reports, proposals, lists,
 correspondence, specifications, drawings, blueprints, sketches, software
 programs, equipment, other documents or property, or reproductions of any of
 the aforementioned items developed or obtained by the Consultant during the
 course of this Agreement.
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|9.  | Notices.
 Except as otherwise provided in this Agreement, any notice required or
 permitted to be given under this Agreement shall be deemed properly given if
 in writing and if mailed by registered or certified mail, postage prepaid
 with return receipt requested, to Consultants residence, in the case of
 notices to Consultant, and to the principal executive offices of BHB and
 Berkshire Bank, in the case of notices to BHB and Berkshire Bank.                                                                                                                                                                                                                
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|10. | Waiver. No
 provision of this Agreement may be modified, waived or discharged unless such
 waiver, modification or discharge is agreed to in writing and signed by
 Consultant and the President and Chief Executive Officer of BHB. No waiver by
 either party hereto at any time of any breach by the other party hereto of,
 or compliance with, any condition or provision of this Agreement to be
 performed by such other party shall be deemed a waiver of similar or
 dissimilar provisions or conditions at the same or at any prior or subsequent
 time.                                                                                                              

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|11. | Assignment.
 This Agreement shall not be assignable by any party, except by BHB and
 Berkshire Bank to any successor in interest to their respective businesses.                                                                                                               
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|12. | Entire Agreement.
 This Agreement supersedes any and all agreements, either oral or in writing,
 between the parties regarding Consultants consulting services and contains
 all the covenants and agreements between the parties with respect to the
 consulting arrangement.
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|13. | Validity. The
 invalidity or unenforceability of any provision of this Agreement shall not
 affect the validity or enforceability of any other provision of this
 Agreement, which shall remain in full force and effect.                                                      
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|14. | Applicable Law.
 This Agreement shall be governed by and construed in accordance with the
 domestic, internal laws of the Commonwealth of Massachusetts, without regard
 to its conflicts of laws principles.                                                                  
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|15. | Headings. The
 section headings of this Agreement are for convenience only and shall not
 control or affect the meaning or construction or limit the scope or intent of
 any of the provisions of this Agreement.                                                              

[Signature Page to Follow]

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IN WITNESS WHEREOF, the parties have
executed this Agreement as of the date first above written.

| |                               |                                        |  | 
| | ----------------------------- | -------------------------------------- |  | 
| | 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
| |                               |                                       
| | CONSULTANT                   
| |                               |                                       
| | /s/  Charles
 M. Sprock       |                                       
| |                               |                                       
| | Charles M.
 Sprock           

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