EXHIBIT 10.20

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), 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 David C. Nolan (the Executive).

WHEREAS, the Executive and Rome are parties
to an Amended and Restated Change of Control Agreement as of November 28, 2007
(the Agreement); 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, 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 Agreement as of the closing date
of the Merger (the Closing Date), and in lieu of any payment or benefits
under the Agreement, the Executive shall be entitled to the settlement benefits
set forth herein, and shall be required if requested by BHB to assist BHB in
the transition of the merged entities following the Closing Date for a period
not to exceed 90 days; and

WHEREAS, for purposes of Section 409A of
the Internal Revenue Code of 1986 (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,
Rome, the Bank and the Executive hereby agree as follows:

Section 1. Term of the Settlement Agreement.

The term of
the Settlement Agreement shall commence on the Closing Date and shall expire on
the earlier of: (i) the date of the Executives termination by BHB of
employment with BHB (or any affiliate or subsidiary of BHB) for any reason or
(ii) ninety (90) days after the Closing Date (the Term), at which time
Executives employment will terminate.

Section 2. Termination of the Agreement.

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

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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 Agreement. Upon the earlier of
(i) Executives termination by BHB, Berkshire Bank, Rome or the Bank (other
than for Cause, as defined herein), (ii) Executives termination for death or
Disability (as defined in Section 409A of the Code), (iii) Executives
resignation from BHB, Berkshire Bank, Rome or the Bank for Good Reason (as
defined herein), or (iv) the expiration of the Term, BHB, Berkshire Bank, Rome
or the Bank shall pay the Executive a cash lump sum payment equal to $408,018
(the Cash Severance Payment). For these purposes, Cause is defined as
personal dishonesty, willful misconduct, breach of fiduciary duty involving
personal profit, intentional failure to perform stated duties, willful
violation of any law, rule or regulation (other than traffic violations or
similar offenses) or a final cease and desist order. Also for these purposes,
the Executive cannot be terminated for Cause unless Charles M. Sprock, in his
sole discretion, makes a good faith determination that there are grounds
therefore. The Cash Severance Payment shall be payable to the Executive within
10 days following the expiration of the Term, and shall be subject to
applicable withholding taxes. Notwithstanding the above, however, if the date
of the expiration of the Term is also the effective date of the Executives
separation from service within the meaning of Section 409A of the Code
(Separation Date), or is within the six-month period immediately following
the Separation Date, and the Executive is a specified employee within the
meaning of Section 409A of the Code on the Separation Date, then BHB shall pay
the Cash Severance Payment to the Executive on the first day of the seventh
month following the Separation Date. Notwithstanding the foregoing, no Cash Severance
Payment shall be paid if the Executive voluntarily terminates employment at BHB
or Berkshire Bank during the Term other than for Good Reason (as defined
herein). For these purposes, Good Reason is defined as (x) relocation of
Executives principal place of employment to a city more than fifty (50) miles
from Rome, New York or (y) breach of this agreement by BHB or the Berkshire
Bank which is not cured within 30 days of delivery thereto of written notice of
such breach from the Executive. Notwithstanding anything herein to the
contrary, the Executives termination due to death or Disability (as defined in
Section 409A of the Code) shall not be considered voluntary termination.

(b) Additional
Compensation. In the event the Term extends beyond the Closing Date, the
Executive shall receive $10,462.00 biweekly, payable in accordance with
Berkshire Banks payroll practices (the Additional Compensation). The
Executive agrees that in consideration of the additional compensation set forth
herein, Executive agrees to waive any coverage or benefits under any plans of
Berkshire Bank and/or BHB during such period. BHB and Berkshire Bank
acknowledge and agree that (i) the Additional Compensation shall be payable for
up to ninety (90) days after the Closing Date, (ii) the Additional Compensation
shall cease upon the expiration of the Term, and (iii) upon expiration of the
Term, the Executive shall be entitled to the Cash Severance Payment.

(c) Rabbi
Trust. If the Cash Severance Payment is not paid on the Closing Date, the
Cash Severance Payment shall be deposited on the Closing Date into an
irrevocable grantor trust which meets the requirements of Internal Revenue
Service Revenue Procedure 92-65 (as

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amended or superseded from time to time), the trustee of which shall be
selected by Charles M. Sprock or Charles M. Sprock may serve as trustee, and
the timing of the payment to the Executive under this Settlement Agreement
shall be determined by Charles M. Sprock, provided payment is made within ten
(10) days following expiration of the Term. The Cash Severance Payment 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 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 Agreement or the employment with
BHB and Berkshire Bank, if any. 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

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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.

(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.

Notwithstanding
anything to the contrary contained herein, this Settlement Agreement shall be
effective as of the Closing Date. 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/ David C.
 Nolan           |                                        
| |                               |                                        
| | David C.
 Nolan               |                                        
| |                               |                                        
| | 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/ Charles
 M. Sprock                  | 
| |                               |                                         | 
| |                               | Charles M. Sprock                      
| |                               | Chairman, President and Chief Executive
| |                               | Officer                                
| |                               |                                        
| | THE ROME SAVINGS BANK        
| |                               |                                        
| | By:                           | /s/ Charles
 M. Sprock                  | 
| |                               |                                         | 
| |                               | Charles M. Sprock                      
| |                               | Chairman, President and Chief Executive
| |                               | Officer                                

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