Exhibit 10.1





Exhibit 10.1




UNITED STATES DEPARTMENT OF THE TREASURY

1500 Pennsylvania Avenue, NW

Washington, D.C. 20220




April 8, 2009




Ladies and Gentlemen:



Reference is made to that certain Letter Agreement incorporating the Securities Purchase
Agreement — Standard Terms (the “Securities Purchase Agreement”), dated as of the date set forth on
Schedule A hereto, between the United States Department of the Treasury (the “Investor”) and the
company set forth on Schedule A hereto (the “Company”). Capitalized terms used but not defined
herein shall have the meanings assigned to them in the Securities Purchase Agreement. Pursuant to
the Securities Purchase Agreement , at the Closing, the Company issued to the Investor the number
of shares of the series of its preferred stock set forth on Schedule A hereto (the “Preferred
Shares”) and a warrant to purchase the number of shares of its common stock set forth on Schedule A
hereto (the “Warrant”).








In
connection with the consummation of the repurchase (the “Repurchase”) by the
Company from the Investor, on the date hereof, of the number of Preferred Shares listed on
Schedule A hereto (the “Repurchased Preferred Shares”), as permitted by the Emergency Economic
Stabilization Act of 2008 , as amended by the American Recovery and Reinvestment Act of 2009:




(a) The Company hereby acknowledges receipt from the Investor of the share
certificate(s) set forth on Schedule A hereto representing the Preferred Shares; and




(b) The Investor hereby acknowledges receipt from the Company of a wire transfer to
the account of the Investor set forth on Schedule A hereto in immediately available funds
of the aggregate purchase price set forth on Schedule A hereto, representing payment in
full for the Repurchased Preferred Shares at a price per share equal to the Liquidation
Amount per share, together with any accrued and unpaid dividends to, but excluding, the
date hereof.



The Investor and the Company hereby agree that, notwithstanding Section 4.4 of the Securities
Purchase Agreement, immediately following consummation of the Repurchase, but subject to compliance
with applicable securities laws, the Investor shall be permitted to Transfer all or a portion of
the Warrant or Substitute Warrant (as defined below) with respect to, and/or exercise the Warrant
or Substitute Warrant for, all or a portion of the number of shares of Common Stock issuable
thereunder, at any time and without limitation, and Section 4.4 of the Securities Purchase
Agreement shall be deemed to be amended in order to permit the foregoing. The Company shall take
all steps as may be reasonably requested by the Investor to facilitate any such Transfer.


UST
Seq. No. 200


 


 









 





In addition, the Company agrees that within 15 calendar days of the date hereof the Company
shall either (a) deliver to the Investor a notice of intent to repurchase the Warrant in accordance
with Section 4.9(b) of the Securities Purchase Agreement (the “Warrant Repurchase Notice”), or (b)
issue and deliver to the Investor a new warrant, in substantially the form of the Warrant, except
with the deletion of Section 13(H) thereof, to purchase the number of shares of Common Stock into
which the Warrant is then exercisable (the “Substitute Warrant”), which Substitute Warrant shall be
deemed the “Warrant” for all purposes under the Securities Purchase Agreement.



In the event that the Company delivers a Warrant Repurchase Notice and the Company and the
Investor fail to agree on the Fair Market Value of the Warrant pursuant to the procedures
(including the Appraisal Procedure), and in accordance with the time periods, set forth in Section
4.9(c) of the Securities Purchase Agreement or the Company revokes the delivery of such Warrant
Repurchase Notice, then the Company shall deliver a Substitute Warrant to the Investor within 5
calendar days of the earlier of the failure to agree on the Fair Market Value and the revocation of
the Warrant Repurchase Notice.



Effective as of the date of receipt of the Substitute Warrant, if applicable, the Investor
hereby provides notice, pursuant to Section 4.5(p) of the Securities Purchase Agreement, of its
intention to sell the Substitute Warrant.



This letter agreement will be governed by and construed in accordance with the federal law of
the United States if and to the extent such law is applicable, and otherwise in accordance with the
laws of the State of New York applicable to contracts made and to be performed entirely within such
State.



This letter agreement may be executed in any number of separate counterparts, each such
counterpart being deemed to be an original instrument, and all such counterparts will together
constitute the same agreement. Executed signature pages to this letter agreement may be delivered
by facsimile and such facsimiles will be deemed sufficient as if actual signature pages had been
delivered.



[Remainder of this page intentionally left blank]



UST
Seq. No. 200


 


-2-









 







In witness whereof, the parties have duly executed this letter agreement as of the date
first written above.



	 	 	 	 	 
	 	UNITED STATES DEPARTMENT OF THE TREASURY

 	 
	 	By:  	/s/ Duane Morse
 	 
	 	 	Name:  	Duane Morse 	 
	 	 	Title:  	Chief Risk and Compliance Officer 	 
	 
	 	BERKSHIRE HILLS BANCORP, INC.

 	 
	 	By:  	/s/
Kevin P. Riley	 
	 	 	Name:  	Kevin P. Riley	 
	 	 	Title:  	Executive
Vice President and CFO	 
	 




UST
Seq. No. 200


 


 









 





SCHEDULE A




General Information:





Date of Letter Agreement incorporating the
Securities Purchase Agreement: December 19, 2008




Name
of the Company: Berkshire Hills Bancorp, Inc.




Corporate or other organizational form of the
Company: Corporation




Jurisdiction of organization of the Company:
Delaware




Number and series of preferred stock issued to
the
Investor at the Closing: 40,000 shares of Fixed
Rate Cumulative Perpetual Preferred Stock, Series
A




Number of Initial Warrant Shares: 226,330



Terms of the Repurchase:





Number of Preferred Shares repurchased by
the Company: 40,000 (100%)




Share certificate number (representing the
Preferred Shares previously issued to the
Investor at the Closing): No. 1




Per share Liquidation Amount of Preferred
Shares: $1,000




Accrued and unpaid dividends on Preferred
Shares: $66,666.67




Aggregate
purchase price for Repurchased
Preferred Shares: $40,066,666.67




[Difference between the Preferred Shares and the
Repurchased Preferred Shares:]3 N/A



	 	 	 	 	 	 	 
	Investor wire information for payment of purchase price:

	 	ABA Number: 021000018
	 
	 

	 	Bank: The Bank
of New York Mellon

	 

	 	Account Name: BETA EESA Preferred Account

	 

	 	Account Number:
GLA/111567

	 

	 	Beneficiary: a/c #629904
	 








 



	 	 	 
	3	 	Bracketed cell to be included if the Company is repurchasing less than 100% of the
Preferred Shares issued at Closing.