BERKSHIRE HILLS BANCORP, INC.
THREE YEAR CHANGE IN CONTROL AGREEMENT
This AGREEMENT is made effective as of February 16, 2006, 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 Michael J. Oleksak
("Executive"). Any reference to the “Institution” herein shall mean Berkshire Bank or any successor to Berkshire
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
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