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
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 voluntary termination of Executive's employment in accordance with