BERKSHIRE BANK
                     THREE YEAR CHANGE IN CONTROL AGREEMENT


     This  AGREEMENT  is  made  effective  as of June  27,  2000,  by and  among
Berkshire Bank (the "Institution"),  a state chartered savings institution, with
its  principal   administrative   offices  at  24  North   Street,   Pittsfield,
Massachusetts 01201, Gayle Fawcett  ("Executive"),  and Berkshire Hills Bancorp,
Inc. (the "Holding  Company"),  a  corporation  organized  under the laws of the
State of Delaware which is the stock holding company of the Institution.

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

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

     NOW, THEREFORE,  in consideration of the contribution 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 Institution, 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  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. 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,  material  reduction  in her  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;  provided,
however,  Executive may consent in writing to any such demotion, loss, reduction
or relocation. 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.


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     (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") 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 she 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: 1)  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 2) Executive's  conviction of a crime or act involving moral
turpitude or a final judgement  rendered against Executive based upon actions of


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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  Institution  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 him,  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  4 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.

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 following any demotion,  loss of title, office
or  significant  authority,  material  reduction in her 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 (unless  Executive so consents),  the Institution  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  Institution  or such lesser number of
years in the event that  Executive  shall have been employed by the  Institution
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  Institution

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<PAGE>

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.

     (c) Notwithstanding the provisions of this Section 3, in no event shall the
aggregate  payments or benefits to be made or afforded to  Executive  under said
paragraphs (the "Termination Benefits") constitute an "excess parachute payment"
under  Section 280G of the Internal  Revenue  Code of 1986,  as amended,  or any
successor  thereto,  and in order to avoid such a result,  Termination  Benefits
will be reduced, if necessary,  to an amount (the "Non-Triggering  Amount"), the
value of which is one  dollar  ($1.00)  less than an  amount  equal to three (3)
times  Executive's  "base amount," as determined in accordance with said Section
280G.  The  allocation of the reduction  required  hereby among the  Termination
Benefits shall be determined by Executive.

4. NOTICE OF TERMINATION.
-------------------------

     (a)  Any  purported  termination  by the  Institution  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  Executive's  termination
exists, the "Date of Termination" shall be determined in accordance with Section
4(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  Institution  will  continue to pay  Executive  the
payments and benefits due under this  Agreement in effect when the notice giving

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<PAGE>

rise to the dispute was given (including,  but not limited to her annual salary)
until the earlier of: (1) the resolution of the dispute in accordance  with this
Agreement;  or (2) the  expiration  of the remaining  term of this  Agreement as
determined as of the Date of Termination.

5. 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
Institution. Further, the Holding Company guarantees such payments and provision
of all amounts and benefits due hereunder to Executive  and, if such amounts and
benefits  due  from the  Institution  are not  timely  paid or  provided  by the
Institution,  such amounts and benefits shall be paid or provided by the Holding
Company.

6. 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 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  Institution  or  shall  impose  on the  Institution  any
obligation to employ or retain Executive in its employ for any period.

7. 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 Institution and their respective successors and assigns.

8. MODIFICATION AND WAIVER.
---------------------------

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


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     (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.

9. 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.

10. 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.

11. 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.

12. GOVERNING LAW.
------------------

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

13. 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  Institution'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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14. 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 Institution if Executive is successful with respect to
such  dispute  or  question  of  interpretation  pursuant  to a legal  judgment,
arbitration or settlement.

15. INDEMNIFICATION.
--------------------

     The Institution 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
Massachusetts  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 her having  been a director or officer of the
Institution  (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 cost of reasonable settlements.

16. SUCCESSOR TO THE INSTITUTION.
---------------------------------

     The Institution 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  Institution,  to expressly and
unconditionally assume and agree to perform the Institution's  obligations under
this  Agreement  in the same manner and to the same extent that the  Institution
would  be  required  to  perform  such  obligations  if no  such  succession  or
assignment had taken place.


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<PAGE>


                                   SIGNATURES

     IN WITNESS WHEREOF,  Berkshire Bank and Berkshire Hills Bancorp,  Inc. have
caused this  Agreement  to be executed by their duly  authorized  officers,  and
Executive has signed this Agreement, on the  10th     day of   August   , 2000.
                                           ----------       ------------

ATTEST:                                        BERKSHIRE BANK


/s/ Rose A Borotto                             By: /s/ James A. Cunningham, Jr.
--------------------------------               ---------------------------------
    Rose A Borotto                                     James A. Cunningham, Jr.

SEAL



ATTEST:                                        BERKSHIRE HILLS BANCORP, INC.
                                               (Guarantor)



 /s/ Rose A Borotto                            By: /s/ James A. Cunningham, Jr.
--------------------------------
     Rose A Borotto                            --------------------------------
SEAL                                                   James A. Cunningham, Jr.




WITNESS:                                       EXECUTIVE

 /s/ Rose A Borotto                            /s/ Gayle Fawcett
--------------------------------               ---------------------------------
     Rose A Borotto                                Gayle Fawcett





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