Exhibit 10.7

                          BERKSHIRE HILLS BANCORP, INC.
                     THREE YEAR CHANGE IN CONTROL AGREEMENT

      This AGREEMENT is made effective as of October 22, 2003, by and between
Berkshire Hills Bancorp, Inc. (the "Holding Company"), a corporation organized
under the laws of the state of Delaware, with its principal administrative
offices at 24 North Street, Pittsfield, Massachusetts 01201, and Gayle P.
Fawcett ("Executive"). Any reference to the "Institution" herein shall mean
Berkshire Bank or any successor to Berkshire Bank.

      WHEREAS, the Holding Company recognizes the substantial contributions
Executive has made to the Holding Company and wishes to protect Executive's
position with the Holding Company for the period provided in this Agreement; and

      WHEREAS, Executive has agreed to serve in the employ of the Holding
Company.

      NOW, THEREFORE, in consideration of the contributions and responsibilities
of Executive, and upon the other terms and conditions hereinafter provided, the
parties hereto agree as follows:

1.    TERM OF AGREEMENT.

      The period of this Agreement shall be deemed to have commenced as of the
date first above written and shall continue for a period of thirty-six (36) full
calendar months thereafter. Commencing on the first anniversary date of this
Agreement, and continuing on each anniversary thereafter, the Board of Directors
(the "Board") may act to extend the term of this Agreement for an additional
year, such that the remaining term of this Agreement would be three years,
unless Executive elects not to extend the term of this Agreement by giving
written notice to the Holding Company, in which case the term of this Agreement
will expire on the third anniversary of this Agreement.

2.    CHANGE IN CONTROL.

      (a) Upon the occurrence of a Change in Control of the Institution or the
Holding Company (as herein defined) followed at any time during the term of this
Agreement by the involuntary termination of Executive's employment or the
voluntary termination of Executive's employment in accordance with the terms of
this Agreement, other than for Cause, as defined in Section 2(c) of this
Agreement, the provisions of Section 3 of this Agreement shall apply.

      (i)   Upon the occurrence of a Change in Control, Executive shall have the
            right to elect to voluntarily terminate her employment at any time
            during the term of this Agreement following any demotion, loss of
            title, office or significant authority, reduction in annual
            compensation or benefits, or relocation of her principal place of
            employment by more than twenty-five (25) miles from its location
            immediately prior to the Change in Control.

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      (ii)  Notwithstanding the foregoing clause (i), in the event, however,
            that the Chief Executive Officer of the Institution immediately
            prior to the Change in Control is the Chief Executive Officer of the
            resulting entity with similar responsibilities and duties and
            Executive's position with the resulting entity does not result in:
            (A) a reduction in annual compensation or benefits, (B) a material
            change in work schedule, or (C) relocation of her principal place of
            employment by more than fifty (50) miles, then Executive may not
            voluntarily terminate her employment during the one-year period
            following the Change in Control and receive any payments or benefits
            under this Agreement. For the avoidance of doubt, with respect to
            the immediately foregoing limitation on voluntary termination,
            Executive may voluntarily terminate employment in accordance with
            this Section 2(a) effective upon the expiration of said one-year
            period, and for a period of 30 days thereafter, if one of the events
            set forth in clause (i) has occurred, either at the time of the
            Change in Control or during the one-year period following the time
            of the Change in Control. If one of the events described in clause
            (i) occurs more than one year following the date of the Change in
            Control, but during the remaining term of the Agreement, then
            Executive may terminate her employment in accordance with the
            provisions of this Agreement, notwithstanding this clause (ii).

      (iii) Notwithstanding any other provision of this Agreement to the
            contrary, Executive may consent in writing to any demotion, loss,
            reduction or relocation and waive her ability to voluntarily
            terminate his employment under the terms of this Agreement. The
            effect of any written consent of Executive under this Section 2(a)
            shall be strictly limited to the terms specified in such written
            consent.

      (b) For purposes of this Agreement, a "Change in Control" of the
Institution or Holding Company shall mean an event of a nature that: (i) would
be required to be reported in response to Item 1(a) of the current report on
Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 (the "Exchange Act"); or (ii) results in a
Change in Control of the Institution or the Holding Company within the meaning
of the Bank Change in Control Act and the Rules and Regulations promulgated by
the Federal Deposit Insurance Corporation ("FDIC") at 12 C.F.R. ss. 303.4(a)
with respect to the Bank and the Board of Governors of the Federal Reserve
System ("FRB") at 12 C.F.R. ss. 225.41(b) with respect to the Holding Company,
as in effect on the date hereof; or (iii) results in a transaction requiring
prior FRB approval under the Bank Holding Company Act of 1956 and the
regulations promulgated thereunder by the FRB at 12 C.F.R. ss. 225.11, as in
effect on the date hereof except for the Holding Company's acquisition of the
Institution; or (iv) without limitation such a Change in Control shall be deemed
to have occurred at such time as (A) any "person" (as the term is used in
Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Institution or the Holding Company representing
20% or more of the Institution's or the Holding Company's outstanding securities
except for any securities of the Institution purchased by the Holding Company in
connection with the conversion of the Institution to the stock form and any
securities purchased by any tax-qualified employee benefit plan of the
Institution; or (B) individuals who constitute the Board of Directors on the
date hereof (the "Incumbent Board")


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cease for any reason to constitute at least a majority thereof, provided that
any person becoming a director subsequent to the date hereof whose election was
approved by a vote of at least three-quarters (3/4) of the directors comprising
the Incumbent Board, or whose nomination for election by the Holding Company's
stockholders was approved by the same Nominating Committee serving under an
Incumbent Board, shall be, for purposes of this clause (B), considered as though
he were a member of the Incumbent Board; or (C) a plan of reorganization,
merger, consolidation, sale of all or substantially all the assets of the
Institution or the Holding Company or similar transaction occurs in which the
Institution or Holding Company is not the resulting entity; or (D) solicitations
of shareholders of the Holding Company, by someone other than the current
management of the Holding Company, seeking stockholder approval of a plan of
reorganization, merger or consolidation of the Holding Company or Institution or
similar transaction with one or more corporations as a result of which the
outstanding shares of the class of securities then subject to the plan or
transaction are exchanged for or converted into cash or property or securities
not issued by the Institution or the Holding Company shall be distributed; or
(E) a tender offer is made for 20% or more of the voting securities of the
Institution or the Holding Company.

      (c) Executive shall not have the right to receive termination benefits
pursuant to Section 3 of this Agreement upon Termination for Cause. The term
"Termination for Cause" shall mean termination because of: (i) Executive's
personal dishonesty, willful misconduct, breach of fiduciary duty involving
personal profit, intentional failure to perform stated duties, willful violation
of any law, rule, regulation (other than traffic violations or similar
offenses), final cease and desist order or material breach of any provision of
this Agreement which results in a material loss to the Institution or the
Holding Company, or (ii) Executive's conviction of a crime or act involving
moral turpitude or a final judgement rendered against Executive based upon
actions of Executive which involve moral turpitude. For the purposes of this
Section, no act, or the failure to act, on Executive's part shall be "willful"
unless done, or omitted to be done, not in good faith and without reasonable
belief that the action or omission was in the best interests of the Holding
Company or its affiliates. Notwithstanding the foregoing, Executive shall not be
deemed to have been Terminated for Cause unless and until there shall have been
delivered to her a Notice of Termination which shall include a copy of a
resolution duly adopted by the affirmative vote of not less than a majority of
the members of the Board at a meeting of the Board called and held for that
purpose (after reasonable notice to Executive and an opportunity for her,
together with counsel, to be heard before the Board), finding that in the good
faith opinion of the Board, Executive was guilty of conduct justifying
Termination for Cause and specifying the particulars thereof in detail.
Executive shall not have the right to receive compensation or other benefits for
any period after Termination for Cause. During the period beginning on the date
of the Notice of Termination for Cause pursuant to Section 5 of this Agreement
through the Date of Termination, stock options granted to Executive under any
stock option plan shall not be exercisable nor shall any unvested stock awards
granted to Executive under any stock-based incentive plan of the Institution,
the Holding Company or any subsidiary or affiliate thereof vest. At the Date of
Termination, such stock options and such unvested stock awards shall become null
and void and shall not be exercisable by or delivered to Executive at any time
subsequent to such Date of Termination for Cause.


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<PAGE>

3.    TERMINATION BENEFITS.

      (a) Upon the occurrence of a Change in Control, followed at any time
during the term of this Agreement by the involuntary termination of Executive's
employment (other than for Termination for Cause), or voluntary termination
during the term of this Agreement as provided by Section 2(a) of this Agreement,
the Holding Company shall be obligated to pay Executive, or in the event of her
subsequent death, her beneficiary or beneficiaries, or her estate, as the case
may be, a sum equal to three (3) times Executive's average annual compensation
for the five most recent taxable years that Executive has been employed by the
Holding Company or such lesser number of years in the event that Executive shall
have been employed by the Holding Company for less than five years. For this
purpose, such annual compensation shall include base salary and any other
taxable income, including, but not limited to, amounts related to the granting,
vesting or exercise of restricted stock or stock option awards, commissions,
bonuses, pension and profit sharing plan contributions or benefits (whether or
not taxable), severance payments, retirement benefits, and fringe benefits paid
or to be paid to Executive or paid for Executive's benefit during any such year.
At the election of Executive, which election is to be made prior to a Change in
Control, such payment shall be made in a lump sum or on an annual basis in
approximately equal installments over a three (3) year period.

      (b) Upon the occurrence of a Change in Control of the Institution or the
Holding Company followed at any time during the term of this Agreement by
Executive's voluntary or involuntary termination of employment in accordance
with paragraph (a) of this Section 3, other than for Termination for Cause, the
Holding Company shall cause to be continued life, medical and disability
coverage substantially identical to the coverage maintained by the Institution
or Holding Company for Executive prior to her severance, except to the extent
such coverage may be changed in its application to all Institution or Holding
Company employees on a nondiscriminatory basis. Such coverage and payments shall
cease upon the expiration of thirty-six (36) full calendar months from the Date
of Termination.

4.    CHANGE IN CONTROL-RELATED PROVISIONS.

      (a) Anything in this Agreement to the contrary notwithstanding and except
as set forth below, in the event it shall be determined that any payment,
benefit or distribution made or provided by the Holding Company or the
Institution to or for the benefit of Executive (whether made or provided
pursuant to the terms of this Agreement or otherwise) (each referred to herein
as a "Payment"), would be subject to the excise tax imposed by Section 4999 of
the Internal Revenue Code of 1986, as amended (the "Code") or any interest or
penalties are incurred by Executive with respect to such excise tax (the excise
tax, together with any such interest and penalties, are hereinafter collectively
referred to as the "Excise Tax"), Executive shall be entitled to receive an
additional payment (a "Gross-Up Payment") in an amount such that, after payment
by Executive of all taxes (including any interest or penalties imposed with
respect to such taxes), including, without limitation, any income taxes (and any
interest and penalties imposed with respect thereto) and Excise Tax imposed upon
the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal
to the Excise Tax imposed upon the Payments.


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<PAGE>

      (b) Determination of Gross-Up Payment. Subject to the provisions of
Section 4(c), all determinations required to be made under this Section 4,
including whether and when a Gross-Up Payment is required, the amount of such
Gross-Up Payment and the assumptions to be utilized in arriving at such
determination, shall be made by a certified public accounting firm reasonably
acceptable to the Holding Company as may be designated by Executive (the
"Accounting Firm") which shall provide detailed supporting calculations to the
Holding Company and Executive within fifteen (15) business days of the receipt
of notice from Executive that there has been a Payment, or such earlier time as
is requested by the Holding Company. All fees and expenses of the Accounting
Firm shall be borne solely by the Holding Company. Any Gross-Up Payment, as
determined pursuant to this Section 4, shall be paid by the Holding Company to
Executive within five business days of the later of (i) the due date for the
payment of any Excise Tax, or (ii) the receipt of the Accounting Firm's
determination. Any determination by the Accounting Firm shall be binding upon
the Holding Company and Executive. As a result of the uncertainty in the
application of Section 4999 of the Code, at the time of the initial
determination by the Accounting Firm hereunder, it is possible that a Gross-Up
Payment will not have been made by the Holding Company which should have been
made (an "Underpayment"), consistent with the calculations required to be made
hereunder. In the event that the Holding Company exhausts its remedies pursuant
to Section 4(c) and Executive thereafter is required to make a payment of any
Excise Tax, the Accounting Firm shall determine the amount of the Underpayment
that has occurred and any such Underpayment shall be promptly paid by the
Holding Company to or for the benefit of Executive.

      (c) Treatment of Claims. Executive shall notify the Holding Company in
writing of any claim by the Internal Revenue Service that, if successful, would
require a Gross-Up Payment to be made. Such notification shall be given as soon
as practicable, but no later than ten business days, after Executive is informed
in writing of such claim and shall apprise the Holding Company of the nature of
such claim and the date on which such claim is requested to be paid. Executive
shall not pay such claim prior to the expiration of the thirty (30) day period
following the date on which it gives such notice to the Holding Company (or any
shorter period ending on the date that payment of taxes with respect to such
claim is due). If the Holding Company notifies Executive in writing prior to the
expiration of this period that it desires to contest such claim, Executive
shall:

      (i)   give the Holding Company any information reasonably requested by the
            Holding Company relating to such claim;

      (ii)  take such action in connection with contesting such claim as the
            Holding Company shall reasonably request in writing from time to
            time, including, without limitation, accepting legal representation
            with respect to such claim by an attorney reasonably selected by the
            Holding Company;

      (iii) cooperate with the Holding Company in good faith in order to
            effectively contest such claim; and

      (iv)  permit the Holding Company to participate in any proceedings
            relating to such claim; provided, however, that the Holding Company
            shall bear and pay directly


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<PAGE>

            all costs and expenses (including additional interest and penalties)
            incurred in connection with such contest and indemnify and hold
            Executive harmless, on an after-tax basis, for any Excise Tax or
            related taxes, interest or penalties imposed as a result of such
            representation and payment of costs and expenses. Without limitation
            on the foregoing provisions of this Section 4(c), the Holding
            Company shall control all proceedings taken in connection with such
            contest and, at its option, may pursue or forgo any and all
            administrative appeals, proceedings, hearings and conferences with
            the taxing authority with respect to such claim and may, at its
            option, either direct Executive to pay the tax claimed and sue for a
            refund or contest the claim in any permissible manner. Further,
            Executive agrees to prosecute such contest to a determination before
            any administrative tribunal, in a court of initial jurisdiction and
            in one or more appellate courts, as the Holding Company shall
            determine; provided, however, that if the Holding Company directs
            Executive to pay such claim and sue for a refund, the Holding
            Company shall advance the amount of such payment to Executive, on an
            interest-free basis (including interest or penalties with respect
            thereto). Furthermore, the Holding Company's control of the contest
            shall be limited to issues with respect to which a Gross-Up Payment
            would be payable hereunder and Executive shall be entitled to settle
            or contest, as the case may be, any other issues raised by the
            Internal Revenue Service or any other taxing authority.

      (d) Adjustments to the Gross-Up Payment. If, after the receipt by
Executive of an amount advanced by the Holding Company pursuant to Section 4(c),
Executive becomes entitled to receive any refund with respect to such claim,
Executive shall (subject to the Holding Company's compliance with the
requirements of Section 4(c)) promptly pay to the Holding Company the amount of
such refund (together with any interest paid or credited thereon after
applicable taxes). If, after the receipt by Executive of an amount advanced by
the Holding Company pursuant to Section 4(c), a determination is made that
Executive shall not be entitled to any refund with respect to such claim and
such denial of refund occurs prior to the expiration of thirty (30) days after
such determination, then such advance shall be forgiven and shall not be
required to be repaid and the amount of such advance shall offset, to the extent
thereof, the amount of the Gross-Up Payment required to be paid.

5.    NOTICE OF TERMINATION.

      (a) Any purported termination by the Holding Company or by Executive in
connection with a Change in Control shall be communicated by a Notice of
Termination to the other party. For purposes of this Agreement, a "Notice of
Termination" shall mean a written notice which indicates the specific
termination provision in this Agreement relied upon and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of Executive's employment under the provision so indicated.

      (b) "Date of Termination" shall mean the date specified in the Notice of
Termination (which, in the instance of Termination for Cause, shall not be less
than thirty (30) days from the date such Notice of Termination is given);
provided, however, that if a dispute regarding the


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Executive's termination exists, the "Date of Termination" shall be determined in
accordance with Section 5(c) of this Agreement.

      (c) If, within thirty (30) days after any Notice of Termination is given,
the party receiving such Notice of Termination notifies the other party that a
dispute exists concerning the termination, the Date of Termination shall be the
date on which the dispute is finally determined, either by mutual written
agreement of the parties, by a binding arbitration award, or by a final
judgment, order or decree of a court of competent jurisdiction (the time for
appeal therefrom having expired and no appeal having been perfected) and
provided further that the Date of Termination shall be extended by a notice of
dispute only if such notice is given in good faith and the party giving such
notice pursues the resolution of such dispute with reasonable diligence.
Notwithstanding the pendency of any such dispute in connection with a Change in
Control, in the event that the Executive is terminated for reasons other than
Termination for Cause, the Holding Company will continue to pay Executive the
payments and benefits due under this Agreement in effect when the notice giving
rise to the dispute was given (including, but not limited to her annual salary)
until the earlier of: (i) the resolution of the dispute in accordance with this
Agreement; or (ii) the expiration of the remaining term of this Agreement as
determined as of the Date of Termination.

6.    SOURCE OF PAYMENTS.

      It is intended by the parties hereto that all payments provided in this
Agreement shall be paid in cash or check from the general funds of the Holding
Company.

7.    EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFIT PLANS.

      This Agreement contains the entire understanding between the parties
hereto and supersedes any prior agreement between the Holding Company or the
Institution and Executive, except that this Agreement shall not affect or
operate to reduce any benefit or compensation inuring to Executive of a kind
elsewhere provided. No provision of this Agreement shall be interpreted to mean
that Executive is subject to receiving fewer benefits than those available to
her without reference to this Agreement.

      Nothing in this Agreement shall confer upon Executive the right to
continue in the employ of the Holding Company or shall impose on the Holding
Company any obligation to employ or retain Executive in its employ for any
period.

8.    NON-COMPETITION AND NON-DISCLOSURE.

      (a) For a period of one (1) year following the payment of termination
benefits to Executive under this agreement, Executive agrees not to compete with
the Holding Company or its subsidiaries in any city, town or county in which
Executive's normal business office is located and the Holding Company or its
subsidiaries has an office or has filed an application for regulatory approval
to establish an office, determined as of the effective date of such termination,
except as agreed to pursuant to a resolution duly adopted by the Board of
Directors. Executive agrees that during such one (1) year period and within said
cities, towns and counties, Executive


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shall not work for or advise, consult or otherwise serve with, directly or
indirectly, any entity whose business materially competes with the depository,
lending or other business activities of the Holding Company or its subsidiaries.
The parties hereto, recognizing that irreparable injury will result to the
Holding Company, its business and property in the event of Executive's breach of
this Section 8(a), agree that in the event of any such breach by Executive, the
Holding Company will be entitled, in addition to any other remedies and damages
available, to an injunction to restrain the violation hereof by Executive,
Executive's partners, agents, servants, employees and all persons acting for or
under the direction of Executive. Executive represents and admits that in the
event of the termination of her employment following a Change in Control,
Executive's experience and capabilities are such that Executive can obtain
employment in a business engaged in other lines and/or of a different nature
than the Holding Company or its subsidiaries, and that the enforcement of a
remedy by way of injunction will not prevent Executive from earning a
livelihood. Nothing herein will be construed as prohibiting the Holding Company
from pursuing any other remedies available for such breach or threatened breach,
including the recovery of damages from Executive.

      (b) Executive recognizes and acknowledges that the knowledge of the
business activities and plans for business activities of the Holding Company or
its subsidiaries, as it may exist from time to time, is a valuable, special and
unique asset of the business of the Holding Company. Executive will not, during
or after the term of her employment, disclose any knowledge of the past,
present, planned or considered business activities of the Holding Company or its
subsidiaries to any person, firm, corporation, or other entity for any reason or
purpose whatsoever, unless expressly authorized by the Board of Directors or
required by law. Notwithstanding the foregoing, Executive may disclose any
knowledge of banking, financial and/or economic principles, concepts or ideas
which are not solely and exclusively derived from the business plans and
activities of the Holding Company or its subsidiaries. In the event of a breach
or threatened breach by Executive of the provisions of this Section 8, the
Holding Company will be entitled to an injunction restraining Executive from
disclosing, in whole or in part, the knowledge of the past, present, planned or
considered business activities of the Holding Company or its subsidiaries or
from rendering any services to any person, firm, corporation or other entity to
whom such knowledge, in whole or in part, has been disclosed or is threatened to
be disclosed. Nothing herein will be construed as prohibiting the Holding
Company from pursuing other remedies available for such breach or threatened
breach, including the recovery of damages from Executive.

9.    NO ATTACHMENT.

      (a) Except as required by law, no right to receive payments under this
Agreement shall be subject to anticipation, commutation, alienation, sale,
assignment, encumbrance, charge, pledge, or hypothecation, or to execution,
attachment, levy, or similar process or assignment by operation of law, and any
attempt, voluntary or involuntary, to affect any such action shall be null,
void, and of no effect.

      (b) This Agreement shall be binding upon, and inure to the benefit of,
Executive, the Holding Company and their respective successors and assigns.


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10.   MODIFICATION AND WAIVER.

      (a) This Agreement may not be modified or amended except by an instrument
in writing signed by the parties hereto.

      (b) No term or condition of this Agreement shall be deemed to have been
waived, nor shall there be any estoppel against the enforcement of any provision
of this Agreement, except by written instrument of the party charged with such
waiver or estoppel. No such written waiver shall be deemed a continuing waiver
unless specifically stated therein, and each such waiver shall operate only as
to the specific term or condition waived and shall not constitute a waiver of
such term or condition for the future or as to any act other than that
specifically waived.

11.   REQUIRED REGULATORY PROVISIONS.

      Any payments made to Executive pursuant to this Agreement, or otherwise,
are subject to and conditioned upon compliance with 12 U.S.C. ss.1828(k) and any
rules and regulations promulgated thereunder, including 12 C.F.R. Part 359.

12.   SEVERABILITY.

      If, for any reason, any provision of this Agreement, or any part of any
provision, is held invalid, such invalidity shall not affect any other provision
of this Agreement or any part of such provision not held so invalid, and each
such other provision and part thereof shall, to the full extent consistent with
law, continue in full force and effect.

13.   HEADINGS FOR REFERENCE ONLY.

      The headings of sections and paragraphs herein are included solely for
convenience of reference and shall not control the meaning or interpretation of
any of the provisions of this Agreement.

14.   GOVERNING LAW.

      The validity, interpretation, performance, and enforcement of this
Agreement shall be governed by the laws of the state of Delaware.

15.   ARBITRATION.

      Any dispute or controversy arising under or in connection with this
Agreement shall be settled exclusively by arbitration, conducted before a panel
of three arbitrators sitting in a location selected by Executive within fifty
(50) miles from the location of the Holding Company's main office, in accordance
with the rules of the American Arbitration Association then in effect. Judgment
may be entered on the arbitrator's award in any court having jurisdiction;
provided, however, that Executive shall be entitled to seek specific performance
of her right to be paid until the Date of Termination during the pendency of any
dispute or controversy arising under or in connection with this Agreement.


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16.   PAYMENT OF COSTS AND LEGAL FEES.

      All reasonable costs and legal fees paid or incurred by Executive pursuant
to any dispute or question of interpretation relating to this Agreement shall be
paid or reimbursed by the Holding Company if Executive is successful with
respect to such dispute or question of interpretation pursuant to a legal
judgment, arbitration or settlement.

17.   INDEMNIFICATION.

      The Holding Company shall provide Executive (including her heirs,
executors and administrators) with coverage under a standard directors' and
officers' liability insurance policy at its expense and shall indemnify
Executive (and her heirs, executors and administrators) to the fullest extent
permitted under Delaware law against all expenses and liabilities reasonably
incurred by her in connection with or arising out of any action, suit or
proceeding in which she may be involved by reason of having been a director or
officer of the Holding Company (whether or not she continues to be a director or
officer at the time of incurring such expenses or liabilities); such expenses
and liabilities to include, but not to be limited to, judgments, court costs and
attorneys' fees and the costs of reasonable settlements.

18.   SUCCESSOR TO THE HOLDING COMPANY.

      The Holding Company shall require any successor or assignee, whether
direct or indirect, by purchase, merger, consolidation or otherwise, to all or
substantially all the business or assets of the Holding Company, to expressly
and unconditionally assume and agree to perform the Holding Company's
obligations under this Agreement in the same manner and to the same extent that
the Holding Company would be required to perform such obligations if no such
succession or assignment had taken place.


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                                   SIGNATURES

      IN WITNESS WHEREOF, Berkshire Hills Bancorp, Inc. has caused this
Agreement to be executed by its duly authorized officer, and Executive has
signed this Agreement, on the 22nd day of October, 2003.

ATTEST:                                       BERKSHIRE HILLS BANCORP, INC.

/s/ Kathy J. Deman                        By: /s/ Michael P. Daly
-------------------------------               ----------------------------------

SEAL

WITNESS:                                      EXECUTIVE

/s/ Lisa J. Lescarbeau                       /s/ Gayle P. Fawcett
-------------------------------               ----------------------------------
                                              Gayle P. Fawcett


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