PITTSFIELD, Mass., Jan. 24, 2011 /PRNewswire/ -- Berkshire Hills Bancorp, Inc. (Nasdaq: BHLB) reported another solid quarter of earnings growth and strong asset quality metrics. Core earnings per share reached $0.28 in the fourth quarter of 2010, representing growth of 12% over third quarter results. Asset quality trends continued to improve and the loan loss provision covered net charge-offs. For the quarter, GAAP earnings per share were $0.26 which included approximately $0.4 million in non-core charges relating to bank acquisitions. Core and GAAP earnings for the fourth quarter 2010 were $3.9 million and $3.6 million, respectively. For the year 2010, core earnings per share were $1.01, while GAAP earnings per share were $0.99. The strong results for the quarter and year position Berkshire well for improving targeted earnings in 2011.

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FOURTH QUARTER FINANCIAL HIGHLIGHTS (revenue and expense comparisons are to prior year fourth quarter, unless otherwise noted)

    --  12% increase in core earnings per share compared to prior quarter
    --  12% net interest income growth
    --  18% fee income growth
    --  17% annualized loan growth
    --  26% annualized deposit growth
    --  3.30% net interest margin, compared to 3.05% in the fourth quarter of
        2009
    --  1% decrease in core non-interest expense (1% increase with merger
        related costs)
    --  0.59% non-performing assets/total assets
    --  0.37% annualized net loan charge-offs/average loans
    --  233% allowance for loan losses/non-accruing loans
    --  1.49% allowance for loan losses/total loans

YEAR 2010 FINANCIAL HIGHLIGHTS

    --  11% net interest income growth
    --  6% fee income growth
    --  9% loan growth
    --  11% deposit growth

Michael P. Daly, President and Chief Executive Officer, stated, "We closed 2010 with our strongest quarterly core revenue growth of the year, on a seasonally adjusted basis. Our results exceeded our expectations for the quarter and for the year, with strong business generation in all of our regions and very solid contributions from our new asset based lending and private banking teams. This brought our full year core earnings per share to $1.01, before $0.02 in merger related charges. We produced positive operating leverage throughout the year by combining revenue growth with expense control, including a 1% decrease in fourth quarter core expenses before merger charges. Our asset quality has remained favorable, with improvements in major credit metrics in each quarter. We also continued our New York expansion, with the opening of two new branches in the fourth quarter. Our team has aggressively pursued growth and profitability initiatives in all business lines, producing high quality earnings and revenue growth for the year."

"We recently announced agreements to acquire Rome Bancorp in New York and Legacy Bancorp in our hometown of Pittsfield, Massachusetts. We expect to complete these acquisitions by midyear 2011, bringing our total assets above $4 billion, with more than 60 branch offices, including 24 in our fast growing New York region. These transactions are expected to be immediately accretive to earnings per share and offer the promise of strong investment returns, improved performance metrics, and higher market share. We have opportunistically reached out to potential merger partners and have demonstrated to these companies that we are an attractive partner and that our stock is desirable merger consideration. These announcements have been well received by the investment community, and we will continue to seek out profitable merger opportunities in and around our northeastern markets."

OUTLOOK

Berkshire expects to produce core earnings per share in the range of $1.40-$1.50 in 2011. This would represent growth in the range of nearly 40-50% over 2010 core results. Berkshire is targeting organic core revenue growth in the range of 6-9%, while core non-interest expense growth is expected to be limited to the range of 3-5%. Asset quality metrics are expected to continue to improve, including further reductions in the rate of net loan charge-offs to the 25-30 basis point range. Core earnings growth will also benefit from completion of the pending acquisitions of Rome Bancorp and Legacy Bancorp. Berkshire is targeting a return to a $2.00 annualized core EPS run rate by the end of 2012. The Company expects to record some non-core transaction costs related to these mergers as charges against GAAP earnings, but the accounting for these anticipated charges depends on timing and other factors which are presently indeterminate. Berkshire will provide additional information about its 2011 outlook in its conference call on January 25.

DIVIDEND DECLARED

The Board of Directors maintained the cash dividend on Berkshire's common stock, declaring a dividend of $0.16 per share to stockholders of record at the close of business on February 10, 2011 and payable on February 24, 2011. The $0.64 full year dividend in 2010 provided a 3.3% yield based on the average closing price of Berkshire's common stock in 2010.

FINANCIAL CONDITION

Total assets increased by 3% in the fourth quarter and by 7% for the year, ending 2010 with a balance of $2.9 billion. Asset growth was driven by loan growth of 4% for the quarter and 9% for the year. These increases were funded by deposit growth, which measured 7% for the quarter and 11% for the year. Liquidity remained strong, with loans/deposits improving to 97%.

Commercial loan growth of $174 million (17%) accounted for most of the loan growth in 2010. Berkshire continues to improve its market share with high grade loan originations in all of its lending areas. Berkshire's new Asset Based Lending Group contributed $98 million in net new outstandings for the year. It has also expanded the lending geography and diversified the Company's industry exposure with strong and established new commercial relationships that are well known to the Group's seasoned lending team. The Company's consumer lending also remained strong; the residential mortgage portfolio increased by 6% and the home equity loan portfolio increased by 7% for the year.

The level and trend of asset quality remained favorable through year-end 2010. Non-performing assets decreased to 0.59% of total assets and accruing delinquent loans were 0.31% of total loans at year-end. Annualized net loan charge-offs decreased to 0.37% of average loans in the fourth quarter, bringing the full year charge-off rate down to 0.42%.

Total deposits grew by 7% in the fourth quarter and by 11% for the year 2010. Transaction account balances increased by 7%, reflecting the ongoing emphasis on low cost relationship based balances. Most of the deposit growth resulted from higher money market balances, which increased by 34% during the year, including the benefit of new commercial and institutional accounts in the fourth quarter. Berkshire has promoted money market accounts in the current low rate environment, which resulted in some shifting of balances from time deposits, which decreased by 4%. Berkshire's new Private Banking Group, located in Springfield, contributed nearly $50 million to deposit growth in 2010. Berkshire opened its 11th New York office in September, adding its second Albany branch, and opened its 12th office in Latham, New York at the end of the year. The Bank is moving forward to open its next office, located in Rotterdam, New York during the first half of 2011.

Capital remained strong at year-end 2010, with equity/assets at 13.5% and tangible equity/assets at 7.9%. Tangible common equity increased by 3% in 2010, rising to $15.27 per share at year-end. Total common equity measured $27.56 at year-end, and was little changed during the year.

RESULTS OF OPERATIONS

Net income was $3.6 million ($0.26 per share) in the fourth quarter and $13.7 million ($0.99 per share) for the year 2010. Results of operations were improved from a loss of $24.2 million ($1.75 per share) and $16.1 million ($1.52 per share) in the same periods of 2009, reflecting a higher loan loss provision recorded in last year's fourth quarter. Total pre-tax, pre-provision income increased by $6.4 million (32%) in 2010 compared to 2009, demonstrating the positive operating leverage from revenue growth and expense control. The Company achieved this result while also absorbing the start-up losses of its successful expansion initiatives, including asset based lending, private banking, and de novo branches. On a seasonally adjusted basis, revenue growth and profitability were the strongest in the final quarter, creating strong momentum for further gains in 2011.

Total core revenue increased by 13% in the fourth quarter and by 9% for the year 2010 compared to the same periods in 2009, reaching $108 million for the year 2010. Revenue growth was primarily driven by higher net interest income, which increased by 12% in the fourth quarter and 11% for the year. Net interest income was boosted by an increase in the net interest margin to 3.30% in the most recent quarter from 3.05% in the fourth quarter of 2009. The margin improvement primarily reflected lower funding costs and included the benefit of borrowing and hedge restructurings and lower deposit costs. The Company improved its margin while also maintaining its asset sensitive interest rate sensitivity, positioning it for further gains if interest rates begin to rise. Interest income for 2010 also benefited from 6% growth in average earning assets between the first quarter and the final quarter, which primarily reflected the strong loan growth in the second half of the year.

Fee income increased by 18% for the fourth quarter and 6% for the full year of 2010 compared to 2009. Full year results benefited from higher deposit, loan, and interest rate swap fee income, which offset lower wealth management and insurance fee income reflecting conditions in those markets. Non-recurring charges to non-interest income in 2009 related to net costs of prepaying borrowings during the year.

The loan loss provision decreased for the quarter and the year in 2010 compared to 2009 due to last year's fourth quarter loan initiative. The provision slightly exceeded net loan charge-offs for both the quarter and the year in 2010. Year-end 2010 loan loss allowance coverage remained strong at 1.49% of total loans and 233% of non-accruing loans.

Total non-interest expense decreased by 1% in the fourth quarter before non-core merger related charges, and increased by 1% including these charges. Non-interest expense increased by 4% for the year. Business expansion has contributed to expense growth, including the new asset based lending and private banking groups and de novo branches. Compensation related expense increases have also included the restoration of incentive compensation and a decrease in compensation costs deferred or charged against non-interest income related to loan sales. Expenses in 2009 included a special FDIC industry assessment totaling $1.3 million and professional services related to the loan initiative. The 2010 effective income tax rate was 20% for the fourth quarter and 23% for the year.

CONFERENCE CALL

Berkshire will conduct a conference call/webcast at 10:00 a.m. Eastern time on Tuesday, January 25, 2011 to discuss the results for the quarter and guidance for expected future results.

Information about the conference call follows:

Dial-in: 877-317-6789

Webcast: www.berkshirebank.com (investor relations link)

A telephone replay of the call will be available through February 1, 2011 by calling 877-344-7529 and entering conference number: 447156. The webcast and a podcast will be available at Berkshire's website above for an extended period of time.

BACKGROUND

Berkshire Hills Bancorp is the parent of Berkshire Bank - America's Most Exciting Bank(SM). The Company has $2.9 billion in assets and 42 full service branch offices in Massachusetts, New York, and Vermont. The Company provides personal and business banking, insurance, wealth management, investment, private banking, and asset based lending services. Berkshire Bank provides 100% deposit insurance protection for all deposit accounts, regardless of amount, based on a combination of FDIC insurance and the Depositors Insurance Fund (DIF). The Company currently has pending agreements to acquire Rome Bancorp, Inc. and Legacy Bancorp, Inc. For more information, visit www.berkshirebank.com or call 800-773-5601.

FORWARD LOOKING STATEMENTS

Certain statements contained in this news release that are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Act"), notwithstanding that such statements are not specifically identified as such. In addition, certain statements may be contained in our future filings with the SEC, in press releases, and in oral and written statements made by us or with our approval that are not statements of historical fact and constitute forward-looking statements within the meaning of the Act. Examples of forward-looking statements include, but are not limited to: (i) projections of revenues, expenses, income or loss, earnings or loss per share, the payment or nonpayment of dividends, capital structure and other financial items; (ii) statements of our plans, objectives and expectations or those of our management or Board of Directors, including those relating to products or services; (iii) statements of future economic performance; and (iv) statements of assumptions underlying such statements. Words such as "believes," "anticipates," "expects," "intends," "targeted," "continue," "remain," "will," "should," "may" and other similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.

Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those in such statements. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to: local, regional, national and international economic conditions and the impact they may have on us and our customers and our assessment of that impact, changes in the level of non-performing assets and charge-offs; changes in estimates of future reserve requirements based upon the periodic review thereof under relevant regulatory and accounting requirements; the effects of and changes in trade and monetary and fiscal policies and laws, including the interest rate policies of the Federal Reserve Board; inflation, interest rate, securities market and monetary fluctuations; political instability; acts of war or terrorism; the timely development and acceptance of new products and services and perceived overall value of these products and services by users; changes in consumer spending, borrowings and savings habits; changes in the financial performance and/or condition of our borrowers; technological changes; acquisitions and integration of acquired businesses; the ability to increase market share and control expenses; changes in the competitive environment among financial holding companies and other financial service providers; the quality and composition of our loan or investment portfolio; the effect of changes in laws and regulations (including laws and regulations concerning taxes, banking, securities and insurance) with which we and our subsidiaries must comply; the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board and other accounting standard setters; changes in our organization, compensation and benefit plans; the costs and effects of legal and regulatory developments, including the resolution of legal proceedings or regulatory or other governmental inquiries and the results of regulatory examinations or reviews; greater than expected costs or difficulties related to the opening of new branch offices or the integration of new products and lines of business, or both; and/or our success at managing the risk involved in the foregoing items.

ADDITIONAL INFORMATION FOR STOCKHOLDERS

The proposed transactions with Rome Bancorp, Inc. and Legacy Bancorp, Inc. will be submitted to their stockholders for their consideration, and Berkshire's stockholders are also expected to vote on the Legacy transaction. In connection with the proposed mergers, Berkshire will file with the Securities and Exchange Commission ("SEC") a Registration Statement on Form S-4 for each of the two entities being acquired that will include a Proxy Statement of the entity being acquired and a Proxy Statement/Prospectus of Berkshire, as well as other relevant documents concerning the proposed transaction. Stockholders are urged to read these documents when they become available and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information. A free copy of the Proxy Statement/Prospectus for each entity, as well as other filings containing information about Berkshire Hills, Rome, and Legacy, may be obtained at the SEC's Internet site (http://www.sec.gov). You will also be able to obtain these documents, free of charge, from Berkshire Hills Bancorp at www.berkshirebank.com under the tab "Investor Relations" or from Rome Bancorp's website at www.romesavings.com under the tab "Corporate Info" or from Legacy Bancorp by accessing Legacy Bancorp's website at www.legacy-banks.com under the tab "Investor Relations."

Under the terms of the Legacy Merger Agreement, Legacy and its advisors are permitted to solicit and consider acquisition proposals from third parties from the signing of the agreement through January 31, 2011. It is not anticipated that any developments will be disclosed by either party with regard to this process unless Legacy's Board of Directors makes a decision with respect to a potential superior acquisition proposal. There can be no assurance that the solicitation of proposals will result in an alternative transaction.

Berkshire, Rome, and Legacy and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Rome Bancorp and Legacy Bancorp in connection with the proposed mergers. Information about the directors and executive officers of Berkshire Hills Bancorp is set forth in the proxy statement for Berkshire Hills Bancorp's 2010 annual meeting of stockholders, as filed with the SEC on a Schedule 14A on March 26, 2010. Information about the directors and executive officers of Rome is set forth in the proxy statement, dated April 1, 2010, for Rome's 2010 annual meeting of stockholders, as filed with the SEC on Schedule 14A. Information about the directors and executive officers of Legacy Bancorp is set forth in the proxy statement for Legacy Bancorp's 2010 annual meeting of stockholders, as filed with the SEC on a Schedule 14A on March 25, 2010. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the Proxy Statement/Prospectus documents regarding the proposed mergers when they become available. Free copies of these documents may be obtained as described in the preceding paragraph.

NON-GAAP FINANCIAL MEASURES

This document contains certain non-GAAP financial measures in addition to results presented in accordance with Generally Accepted Accounting Principles ("GAAP"). These non-GAAP measures provide supplemental perspectives on operating results, performance trends, and financial condition. They are not a substitute for GAAP measures; they should be read and used in conjunction with the Company's GAAP financial information. A reconciliation of non-GAAP financial measures to GAAP measures is included in the accompanying financial tables. In all cases, it should be understood that non-GAAP per share measures do not depict amounts that accrue directly to the benefit of shareholders. The Company utilizes the non-GAAP measure of core earnings in evaluating operating trends, including components for core revenue and expense. These measures exclude amounts which the Company views as unrelated to its normalized operations, including merger costs and restructuring costs. Similarly, the efficiency ratio is also adjusted for these non-core items. Additionally, the Company adjusts core income to exclude amortization of intangibles to arrive at a measure of the underlying operating cash return for the benefit of shareholders. The Company also adjusts certain equity related measures to exclude intangible assets due to the importance of these measures to the investment community. In the first quarter of 2009, the Company adjusted core earnings per share and core return on tangible common equity to be net of preferred stock dividends. These measures were not adjusted in this manner in the second quarter of 2009. The second quarter deemed dividend was a nonrecurring non-cash charge with no impact on stockholders' equity and did not reflect a core economic event in the Company's view. Additionally, the Company held cash at near-zero interest rates in the second quarter while it awaited the approval of the U.S. Treasury to repay the preferred stock. Accordingly, the preferred stock cash dividend and accretion charges were viewed by the Company as non-core one-time charges against income available to common stockholders related to the process of repaying the preferred stock. Other significant non-GAAP adjustments in 2009 related to a terminated merger agreement, borrowings prepayments, and the termination of an interest rate swap. Non-GAAP adjustments in 2010 were primarily related to expense charges related to the pending Rome and Legacy mergers.



                            BERKSHIRE HILLS BANCORP, INC.
                       CONSOLIDATED BALANCE SHEETS - UNAUDITED



                                       December    September   December
                                          31,         30,         31,
                                      ---------   ----------  ---------
    (In thousands)                          2010        2010        2009
    --------------                          ----        ----        ----
    Assets
    Cash and due from banks              $24,643     $26,817     $25,770
    Short-term investments                19,497      11,565       6,838

    Trading security                      16,155      17,398      15,880
    Securities available for sale, at
     fair value                          310,242     315,213     324,345
    Securities held to maturity, at
     amortized cost                       56,436      57,476      57,621
    Federal Home Loan Bank stock and
     other restricted securities          23,120      23,120      23,120
    Total securities                     405,953     413,207     420,966

    Loans held for sale                    1,043       3,445       4,146

    Residential mortgages                644,973     638,829     609,007
    Commercial mortgages                 925,573     895,519     851,828
    Commercial business loans            286,087     226,625     186,044
    Consumer loans                       285,529     293,136     314,779
    --------------                       -------     -------     -------
    Total loans                        2,142,162   2,054,109   1,961,658
    Less: Allowance for loan losses      (31,898)    (31,836)    (31,816)
    -------------------------------      -------     -------     -------
    Net loans                          2,110,264   2,022,273   1,929,842

    Premises and equipment, net           38,546      37,858      37,390
    Other real estate owned                3,386       2,900          30
    Goodwill                             161,725     161,725     161,725
    Other intangible assets               11,354      12,072      14,375
    Cash surrender value of bank-
     owned life insurance                 46,085      38,170      36,904
    Other assets                          58,220      68,407      62,438
    ------------
    Total assets                      $2,880,716  $2,798,439  $2,700,424
    ------------                      ----------  ----------  ----------

    Liabilities and stockholders'
     equity
    Demand deposits                     $297,502    $278,165    $276,587
    NOW deposits                         212,143     213,734     197,176
    Money market deposits                716,078     609,255     532,840
    Savings deposits                     237,594     220,564     208,597
    ----------------                     -------     -------     -------
    Total non-maturity deposits        1,463,317   1,321,718   1,215,200
    Time deposits                        741,124     747,029     771,562
    Total deposits                     2,204,441   2,068,747   1,986,762

    Borrowings                           244,837     293,812     291,204
    Junior subordinated debentures        15,464      15,464      15,464
    ------------------------------        ------      ------      ------
    Total borrowings                     260,301     309,276     306,668

    Other liabilities                     28,014      37,501      22,413
    -----------------                     ------      ------      ------
    Total liabilities                  2,492,756   2,415,524   2,315,843

    Total stockholders' equity           387,960     382,915     384,581

    Total liabilities and
     stockholders' equity             $2,880,716  $2,798,439  $2,700,424
    ---------------------             ----------  ----------  ----------


                                         F-1


              BERKSHIRE HILLS BANCORP, INC.
     CONSOLIDATED LOAN & DEPOSIT ANALYSIS - UNAUDITED
     ------------------------------------------------

                      LOAN ANALYSIS
                      -------------


                         December 31,  September 30,  December 31,
                              2010          2010           2009
                         ------------- -------------- -------------
    (Dollars in
     millions)              Balance       Balance        Balance
    -----------             -------       -------        -------

    Total residential
     mortgages                    $645           $639          $609

    Commercial
     mortgages:
    Construction                   127            115           111
    Single and multi-
     family                         87             81            81
    Commercial real
     estate                        712            700           660
    ---------------                ---            ---           ---
    Total commercial
     mortgages                     926            896           852

    Commercial business
     loans:
    Asset based lending             98             68             -
    Other commercial
     business loans                188            158           186
    ----------------               ---            ---           ---
    Total commercial
     business loans                286            226           186

    Total commercial
     loans                       1,212          1,122         1,038
    ----------------             -----          -----         -----

    Consumer loans:
    Home equity                    226            225           212
    Other                           59             68           103
    -----                          ---            ---
    Total consumer loans           285            293           315
    --------------------           ---            ---           ---
    Total loans                 $2,142         $2,054        $1,962
    -----------                 ------         ------        ------



                                     Annualized
                                       Growth %
                                     ----------
    (Dollars in              Quarter    Year to
     millions)                ended       date
                            December
    -----------             31, 2010   --------
                           ---------

    Total residential
     mortgages                4%            6%

    Commercial
     mortgages:
    Construction             41            14
    Single and multi-
     family                  30             8
    Commercial real
     estate                   7             8
    ---------------         ---           ---
    Total commercial
     mortgages               13             9

    Commercial business
     loans:
    Asset based lending     176           N/M
    Other commercial
     business loans          76             1
    ----------------        ---           ---
    Total commercial
     business loans         106            54

    Total commercial
     loans                   32            17
    ----------------        ---           ---

    Consumer loans:
    Home equity               2             7
    Other                   (53)          (43)
    -----                   ---           ---
    Total consumer loans    (11)          (10)
    --------------------    ---           ---
    Total loans              17%            9%
    -----------             ---           ---




                                               DEPOSIT ANALYSIS
                                               ----------------


                        December 31,  September 30,  December 31,
                             2010          2010           2009
                        ------------- -------------- -------------
    (Dollars in
     millions)             Balance       Balance        Balance
    -----------            -------       -------        -------
    Demand                       $297           $278          $277
    NOW                           212            214           197
    Money market                  716            609           533
    Savings                       238            221           208
    -------                       ---            ---           ---
    Total non-maturity
     deposits                   1,463          1,322         1,215

    Time less than
     $100,000                     369            376           382
    Time $100,000 or
     more                         372            371           390

    Total time deposits           741            747           772
    -------------------           ---            ---           ---
    Total deposits             $2,204         $2,069        $1,987
    --------------             ------         ------        ------



                                     Annualized
                                       Growth %
                                     ----------
    (Dollars in              Quarter    Year to
     millions)                ended       date
                            December
                               31,
    -----------               2010   --------
                           ---------
    Demand                  27%             7%
    NOW                     (4)             8
    Money market            70             34
    Savings                 31             14
    -------                ---            ---
    Total non-maturity
     deposits               43             20

    Time less than
     $100,000               (7)            (3)
    Time $100,000 or
     more                    1             (5)

    Total time deposits     (3)            (4)
    -------------------    ---            ---
    Total deposits          26%            11%
    --------------         ---            ---


    N/M - Not Meaningful
    (1)  Quarterly data may not sum to annualized data due to rounding.

                                             F-2



                      BERKSHIRE HILLS BANCORP, INC.
            CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED



                                        Three Months
                                            Ended
                                        December 31,
                                        ------------
    (In thousands, except per
     share data)                     2010           2009
    -------------------------        ----           ----
    Interest and dividend income
    Loans                         $25,005        $24,869
    Securities and other            3,364          3,502
    --------------------            -----          -----
    Total interest and dividend
     income                        28,369         28,371
    Interest expense
    Deposits                        6,121          7,419
    Borrowings and junior
     subordinated debentures        2,153          2,956
    ------------------------        -----          -----
    Total interest expense          8,274         10,375
    ----------------------          -----         ------
    Net interest income            20,095         17,996
    Non-interest income
    Deposit, loan and interest
     rate swap fees                 3,996          2,978
    Insurance commissions and
     fees                           2,150          1,991
    Wealth management fees          1,051          1,141
    ----------------------          -----          -----
    Total fee income                7,197          6,110
    Other                             586            613
    Loss on sale of securities,
     net                                -              -
    Non-recurring loss                  -         (2,071)
    Total non-interest income       7,783          4,652
    -------------------------       -----          -----
    Total net revenue              27,878         22,648
    Provision for loan losses       2,000         38,730
    Non-interest expense
    Compensation and benefits      11,093         10,269
    Occupancy and equipment         3,043          2,953
    Technology and
     communications                 1,519          1,440
    Marketing and professional
     services                       1,520          2,643
    Supplies, postage and
     delivery                         453            523
    FDIC premiums and
     assessments                      887            796
    Other real estate owned           184            104
    Amortization of intangible
     assets                           718            779
    Non-recurring expenses            426              -
    Other                           1,572          1,689
    -----                           -----
    Total non-interest expense     21,415         21,196
    --------------------------     ------         ------

    Income (loss) before income
     taxes                          4,463        (37,278)
    Income tax expense (benefit)      893        (13,075)
    ----------------------------      ---        -------
    Net income (loss)              $3,570       $(24,203)
    -----------------              ------       --------

    Less: Cumulative preferred
     stock dividend and
     accretion                          -              -
    Less: Deemed dividend from
     preferred stock repayment          -              -
    Net income (loss) available
     to common stockholders        $3,570       $(24,203)
    ---------------------------    ------       --------

    Earnings (loss) per common
     share:
    Basic                           $0.26         $(1.75)
    Diluted                         $0.26         $(1.75)

    Weighted average common
     shares outstanding:
    Basic                          13,890         13,817
    Diluted                        13,934         13,817




                                        Years Ended
                                        December 31,
                                        ------------
    (In thousands, except per
     share data)                     2010           2009
    -------------------------        ----           ----
    Interest and dividend income
    Loans                         $98,359       $101,705
    Securities and other           13,918         13,771
    --------------------           ------         ------
    Total interest and dividend
     income                       112,277        115,476
    Interest expense
    Deposits                       26,316         32,614
    Borrowings and junior
     subordinated debentures        9,014         13,266
    ------------------------                      ------
    Total interest expense         35,330         45,880
    ----------------------         ------         ------
    Net interest income            76,947         69,596
    Non-interest income
    Deposit, loan and interest
     rate swap fees                14,266         11,198
    Insurance commissions and
     fees                          11,136         12,171
    Wealth management fees          4,457          4,812
    ----------------------          -----          -----
    Total fee income               29,859         28,181
    Other                           1,300          1,705
    Loss on sale of securities,
     net                                -             (4)
    Non-recurring loss                  -           (893)
    Total non-interest income      31,159         28,989
    -------------------------      ------         ------
    Total net revenue             108,106         98,585
    Provision for loan losses       8,526         47,730
    Non-interest expense
    Compensation and benefits      43,920         38,280
    Occupancy and equipment        12,029         11,614
    Technology and
     communications                 5,733          5,466
    Marketing and professional
     services                       5,186          6,549
    Supplies, postage and
     delivery                       2,088          2,610
    FDIC premiums and
     assessments                    3,427          4,544
    Other real estate owned           311            281
    Amortization of intangible
     assets                         3,022          3,278
    Non-recurring expenses            447            601
    Other                           5,566          5,348
    -----
    Total non-interest expense     81,729         78,571
    --------------------------     ------         ------

    Income (loss) before income
     taxes                         17,851        (27,716)
    Income tax expense (benefit)    4,113        (11,649)
    ----------------------------                 -------
    Net income (loss)             $13,738       $(16,067)
    -----------------             -------       --------

    Less: Cumulative preferred
     stock dividend and
     accretion                          -          1,030
    Less: Deemed dividend from
     preferred stock repayment          -          2,954
                                      ---
    Net income (loss) available
     to common stockholders       $13,738       $(20,051)
    ---------------------------   -------       --------

    Earnings (loss) per common
     share:
    Basic                           $0.99         $(1.52)
    Diluted                         $0.99         $(1.52)

    Weighted average common
     shares outstanding:
    Basic                          13,862         13,189
    Diluted                        13,896         13,189


                                   F-3



                              BERKSHIRE HILLS BANCORP, INC.
                    CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED



                                                    Quarters Ended
                                                    --------------
                                           Dec.        Sept.         June
                                            31,          30,          30,
    (In thousands, except per share
     data)                                  2010         2010         2010
    -------------------------------         ----         ----         ----
    Interest and dividend income
    Loans                                $25,005      $24,917      $24,490
    Securities and other                   3,364        3,546        3,473
    --------------------                   -----        -----        -----
    Total interest and dividend income    28,369       28,463       27,963
    Interest expense
    Deposits                               6,121        6,512        6,787
    Borrowings and junior subordinated
     debentures                            2,153        2,267        2,305
    ----------------------------------     -----        -----        -----
    Total interest expense                 8,274        8,779        9,092
    ----------------------                 -----        -----        -----
    Net interest income                   20,095       19,684       18,871
    Non-interest income
    Deposit, loan and interest rate
     swap fees                             3,996        3,279        3,575
    Insurance commissions and fees         2,150        2,316        3,197
    Wealth management fees                 1,051        1,090        1,140
    ----------------------                 -----        -----        -----
    Total fee income                       7,197        6,685        7,912
    Other                                    586          230           51
    Non-recurring loss                         -            -            -
    ------------------
    Total non-interest income              7,783        6,915        7,963
    -------------------------              -----        -----        -----
    Total net revenue                     27,878       26,599       26,834
    Provision for loan losses              2,000        2,000        2,200
    Non-interest expense
    Compensation and benefits             11,093       10,870       10,960
    Occupancy and equipment                3,043        2,988        2,963
    Technology and communications          1,519        1,458        1,373
    Marketing and professional services    1,520        1,253        1,116
    Supplies, postage and delivery           453          520          542
    FDIC premiums and assessments            887          893          874
    Other real estate owned                  184          100            -
    Amortization of intangible assets        718          768          768
    Non-recurring expenses                   426            -            -
    Other                                  1,572        1,244        1,432
    -----                                                            -----
    Total non-interest expense            21,415       20,094       20,028
    --------------------------            ------       ------       ------

    Income (loss) before income taxes      4,463        4,505        4,606
    Income tax expense (benefit)             893        1,081        1,198
    ----------------------------             ---        -----        -----
    Net income (loss)                     $3,570       $3,424       $3,408
    -----------------                     ------       ------       ------


    Earnings (loss) per common share:
    Basic                                  $0.26        $0.25        $0.25
    Diluted                                $0.26        $0.25        $0.25

    Weighted average common shares
     outstanding:
    Basic                                 13,890       13,865       13,856
    Diluted                               13,934       13,893       13,894




                                         Quarters Ended
                                         --------------
                                           Mar.
                                            31,       Dec. 31,
    (In thousands, except per share
     data)                                  2010           2009
    -------------------------------         ----           ----
    Interest and dividend income
    Loans                                $23,947        $24,869
    Securities and other                   3,535          3,502
    --------------------                   -----          -----
    Total interest and dividend income    27,482         28,371
    Interest expense
    Deposits                               6,896          7,419
    Borrowings and junior subordinated
     debentures                            2,289          2,956
    ----------------------------------     -----          -----
    Total interest expense                 9,185         10,375
    ----------------------                 -----         ------
    Net interest income                   18,297         17,996
    Non-interest income
    Deposit, loan and interest rate
     swap fees                             3,416          2,978
    Insurance commissions and fees         3,473          1,991
    Wealth management fees                 1,176          1,141
    ----------------------                 -----          -----
    Total fee income                       8,065          6,110
    Other                                    433            613
    Non-recurring loss                         -         (2,071)
    ------------------
    Total non-interest income              8,498          4,652
    -------------------------              -----          -----
    Total net revenue                     26,795         22,648
    Provision for loan losses              2,326         38,730
    Non-interest expense
    Compensation and benefits             10,997         10,269
    Occupancy and equipment                3,035          2,953
    Technology and communications          1,383          1,440
    Marketing and professional services    1,297          2,643
    Supplies, postage and delivery           573            523
    FDIC premiums and assessments            773            796
    Other real estate owned                   27            104
    Amortization of intangible assets        768            779
    Non-recurring expenses                    21              -
    Other                                  1,318          1,689
    -----                                  -----
    Total non-interest expense            20,192         21,196
    --------------------------            ------         ------

    Income (loss) before income taxes      4,277        (37,278)
    Income tax expense (benefit)             941        (13,075)
    ----------------------------             ---        -------
    Net income (loss)                     $3,336       $(24,203)
    -----------------                     ------       --------


    Earnings (loss) per common share:
    Basic                                  $0.24         $(1.75)
    Diluted                                $0.24         $(1.75)

    Weighted average common shares
     outstanding:
    Basic                                 13,829         13,817
    Diluted                               13,858         13,817


                                           F-4



                                 BERKSHIRE HILLS BANCORP, INC.
                                     ASSET QUALITY ANALYSIS



                                       At or for the Quarters Ended
                                       ----------------------------
                                       Dec.          Sept.         June
                                        31,           30,           30,
    (Dollars in thousands)               2010          2010          2010
    ----------------------               ----          ----          ----
    NON-PERFORMING ASSETS
    Non-accruing loans:
    Residential mortgages              $2,174        $2,520        $2,251
    Commercial mortgages                9,488        11,122        11,049
    Commercial business loans           1,305         2,128         2,731
    Consumer loans                        745           616           498
    --------------                        ---           ---           ---
    Total non-accruing loans           13,712        16,386        16,529
    Other real estate owned             3,386         2,900         2,900
    -----------------------             -----         -----         -----
    Total non-performing assets       $17,098       $19,286       $19,429
    ---------------------------       -------       -------       -------

    Total non-accruing loans/total
     loans                               0.64%         0.80%         0.82%
    Total non-performing assets/
     total assets                        0.59%         0.69%         0.71%

    PROVISION AND ALLOWANCE FOR LOAN
     LOSSES
    Balance at beginning of period    $31,836       $31,848       $31,829
    Charged-off loans                  (2,216)       (2,121)       (2,502)
    Recoveries on charged-off loans       278           109           321
    -------------------------------       ---           ---           ---
    Net loans charged-off              (1,938)       (2,012)       (2,181)
    Provision for loan losses           2,000         2,000         2,200
    -------------------------           -----         -----         -----
    Balance at end of period          $31,898       $31,836       $31,848
    ------------------------          -------       -------       -------

    Allowance for loan losses/total
     loans                               1.49%         1.55%         1.58%
    Allowance for loan losses/non-
     accruing loans                       233%          194%          193%

    NET LOAN CHARGE-OFFS
    Residential mortgages               $(173)        $(110)          $32
    Commercial mortgages                 (811)         (740)       (1,474)
    Commercial business loans            (733)         (946)         (485)
    Home equity                           (42)           (3)            1
    Other consumer                       (179)         (213)         (255)
    --------------                       ----          ----          ----
    Total, net                        $(1,938)      $(2,012)      $(2,181)
    ----------                        -------       -------       -------

    Net charge-offs (current quarter
     annualized)/average loans           0.37%         0.40%         0.44%
    Net charge-offs (YTD
     annualized)/average loans           0.42%         0.43%         0.46%

    DELINQUENT AND NON-ACCRUING
     LOANS/TOTAL LOANS
    30-89 Days delinquent                0.26%         0.28%         0.20%
    90+ Days delinquent and still
     accruing                            0.05%         0.03%         0.01%
    -----------------------------        ----          ----          ----
    Total accruing delinquent loans      0.31%         0.31%         0.21%

    Non-accruing loans                   0.64%         0.80%         0.82%
    Total delinquent and non-accruing
     loans                               0.95%         1.11%         1.03%
    ---------------------------------    ----          ----          ----




                                             At or for the Quarters Ended
                                             ----------------------------
                                               Mar.           Dec.
                                                31,            31,
    (Dollars in thousands)                       2010           2009
    ----------------------                       ----           ----
    NON-PERFORMING ASSETS
    Non-accruing loans:
    Residential mortgages                      $3,289         $3,304
    Commercial mortgages                       14,433         31,917
    Commercial business loans                   3,211          3,115
    Consumer loans                                672            364
    --------------                                ---            ---
    Total non-accruing loans                   21,605         38,700
    Other real estate owned                     3,250             30
    -----------------------                     -----            ---
    Total non-performing assets               $24,855        $38,730
    ---------------------------               -------        -------

    Total non-accruing loans/total loans         1.09%          1.97%
    Total non-performing assets/total assets     0.92%          1.43%

    PROVISION AND ALLOWANCE FOR LOAN LOSSES
    Balance at beginning of period            $31,816        $24,297
    Charged-off loans                          (3,846)       (31,254)
    Recoveries on charged-off loans             1,533             43
    -------------------------------             -----            ---
    Net loans charged-off                      (2,313)       (31,211)
    Provision for loan losses                   2,326         38,730
    -------------------------                   -----         ------
    Balance at end of period                  $31,829        $31,816
    ------------------------                  -------        -------

    Allowance for loan losses/total loans        1.61%          1.62%
    Allowance for loan losses/non-accruing
     loans                                        147%            82%

    NET LOAN CHARGE-OFFS
    Residential mortgages                         $56        $(1,873)
    Commercial mortgages                       (2,584)       (23,024)
    Commercial business loans                     571         (4,864)
    Home equity                                   (35)          (959)
    Other consumer                               (321)          (491)
    --------------                               ----           ----
    Total, net                                $(2,313)      $(31,211)
    ----------                                -------       --------

    Net charge-offs (current quarter
     annualized)/average loans                   0.47%          6.21%
    Net charge-offs (YTD annualized)/average
     loans                                       0.47%          1.99%

    DELINQUENT AND NON-ACCRUING LOANS/TOTAL
     LOANS
    30-89 Days delinquent                        0.30%          0.35%
    90+ Days delinquent and still accruing       0.01%          0.01%
    --------------------------------------       ----           ----
    Total accruing delinquent loans              0.31%          0.36%

    Non-accruing loans                           1.09%          1.97%
    Total delinquent and non-accruing loans      1.40%          2.33%
    ---------------------------------------      ----           ----


                                              F-5



                                    BERKSHIRE HILLS BANCORP, INC.
                                    SELECTED FINANCIAL HIGHLIGHTS



                                             At or for the Quarters Ended
                                             ----------------------------
                                            Dec.        Sept.       June
                                             31,         30,         30,
                                             2010        2010        2010
                                             ----        ----        ----

    PERFORMANCE RATIOS
      Core return on tangible assets         0.70%       0.65%       0.66%
      Return on total assets                 0.51        0.49        0.50
      Core return on tangible common
       equity                                8.67        7.84        7.84
      Return on total common equity          3.69        3.53        3.51
      Net interest margin, fully taxable
       equivalent                            3.30        3.30        3.25
      Non-interest income to assets          1.10        1.00        1.17
      Non-interest income to net revenue    27.92       26.00       29.68
      Non-interest expense to assets         3.03        2.90        2.95
      Efficiency ratio                      70.89       70.77       69.97

    GROWTH
      Total commercial loans, year-to-
       date (annualized)                       17%         11%          9%
      Total loans, year-to-date
       (annualized)                             9           6           6
      Total deposits, year-to-date
       (annualized)                            11           6           5
      Total net revenues, year-to-date,
       compared to prior year                  10           6           4
      Earnings per share, year-to-date,
       compared to prior year                 N/M         128         172
      Core earnings per share, year-to-
       date, compared to prior year           N/M          78          64

    FINANCIAL DATA   (In millions)
      Total assets                         $2,881      $2,798      $2,748
      Total loans                           2,142       2,054       2,020
      Allowance for loan losses                32          32          32
      Total intangible assets                 173         174         175
      Total deposits                        2,204       2,069       2,040
      Total common stockholders' equity       388         383         385
      Total core income (loss)                3.9         3.4         3.4
      Total net income (loss)                 3.6         3.4         3.4

    ASSET QUALITY RATIOS
      Net charge-offs (current quarter
       annualized)/average loans             0.37%       0.40%       0.44%
      Non-performing assets/total assets     0.59        0.69        0.71
      Allowance for loan losses/total
       loans                                 1.49        1.55        1.58
      Allowance for loan losses/non-
       accruing loans                         233         194         193

    PER COMMON SHARE DATA
      Core earnings (loss), diluted         $0.28       $0.25       $0.25
      Net earnings (loss), diluted           0.26        0.25        0.25
      Tangible common book value            15.27       14.89       14.96
      Total common book value               27.56       27.28       27.40
      Market price at period end            22.11       18.96       19.48
      Dividends                              0.16        0.16        0.16

    CAPITAL RATIOS
      Common stockholders' equity to total
       assets                               13.47%      13.68%      14.00%
      Tangible common stockholders' equity
       to tangible assets                    7.94        7.96        8.16




                                              At or for the Quarters Ended
                                              ----------------------------
                                               Mar.         Dec.
                                                31,          31,
                                                2010          2009
                                                ----          ----

    PERFORMANCE RATIOS
      Core return on tangible assets            0.66%       (3.49)%
      Return on total assets                    0.50         (3.55)
      Core return on tangible common equity     7.76        (37.31)
      Return on total common equity             3.44        (23.26)
      Net interest margin, fully taxable
       equivalent                               3.24          3.05
      Non-interest income to assets             1.27          0.68
      Non-interest income to net revenue       31.71         20.54
      Non-interest expense to assets            3.02          3.11
      Efficiency ratio                         70.71         80.61

    GROWTH
      Total commercial loans, year-to-date
       (annualized)                                -  %          5%
      Total loans, year-to-date
       (annualized)                                4            (2)
      Total deposits, year-to-date
       (annualized)                               10             9
      Total net revenues, year-to-date,
       compared to prior year                      2            (8)
      Earnings per share, year-to-date,
       compared to prior year                    (11)          N/M
      Core earnings per share, year-to-
       date, compared to prior year              (11)          N/M

    FINANCIAL DATA   (In millions)
      Total assets                            $2,705        $2,700
      Total loans                              1,981         1,962
      Allowance for loan losses                   32            32
      Total intangible assets                    175           176
      Total deposits                           2,037         1,987
      Total common stockholders' equity          385           385
      Total core income (loss)                   3.3         (23.0)
      Total net income (loss)                    3.3         (24.2)

    ASSET QUALITY RATIOS
      Net charge-offs (current quarter
       annualized)/average loans                0.47%         6.21%
      Non-performing assets/total assets        0.92          1.43
      Allowance for loan losses/total loans     1.61          1.62
      Allowance for loan losses/non-
       accruing loans                            147            82

    PER COMMON SHARE DATA
      Core earnings (loss), diluted            $0.24        $(1.66)
      Net earnings (loss), diluted              0.24         (1.75)
      Tangible common book value               14.97         14.98
      Total common book value                  27.47         27.64
      Market price at period end               18.33         20.68
      Dividends                                 0.16          0.16

    CAPITAL RATIOS
      Common stockholders' equity to total
       assets                                  14.24%        14.24%
      Tangible common stockholders' equity to
       tangible assets                          8.30          8.26



    N/M - Not Meaningful
    (1) Reconciliation of Non-GAAP financial measures, including all
    references to core and tangible amounts, appear on page F-9 and F-
    10.
    Tangible assets are total assets less total intangible assets.
    (2) All performance ratios are annualized and are based on average
    balance sheet amounts, where applicable.

                                                 F-6



                               BERKSHIRE HILLS BANCORP, INC.
                                      AVERAGE BALANCES



                                           Quarters Ended
                                           --------------
                                Dec. 31,       Sept. 30,  June 30,
    (In thousands)                    2010           2010       2010
                                      ----           ----       ----
    Assets
    Loans:
    Residential mortgages         $639,470       $633,846   $636,009
    Commercial mortgages           901,434        892,124    877,638
    Commercial business loans      251,229        212,697    180,830
    Consumer loans                 288,782        296,827    302,928
    --------------                 -------        -------    -------
    Total loans                  2,080,915      2,035,494  1,997,405
    Securities                     411,207        402,604    407,696
    Short-term investments          13,658         13,865     10,505
    ----------------------          ------         ------     ------
    Total earning assets         2,505,780      2,451,963  2,415,606
    Goodwill and other
     intangible assets             173,386        174,124    174,887
    Other assets                   147,365        141,868    129,665
    ------------                   -------        -------    -------
    Total assets                $2,826,531     $2,767,955 $2,720,158
    ------------                ----------     ---------- ----------

    Liabilities and
     stockholders' equity
    Deposits:
    NOW                           $210,487       $195,433   $196,387
    Money market                   635,745        612,106    598,007
    Savings                        232,494        219,701    221,196
    Time                           741,921        749,234    748,248
    ----                           -------        -------    -------
    Total interest-bearing
     deposits                    1,820,647      1,776,474  1,763,838
    Borrowings and debentures      292,416        288,467    266,860
    -------------------------      -------        -------    -------
    Total interest-bearing
     liabilities                 2,113,063      2,064,941  2,030,698
    Non-interest-bearing
     demand deposits               289,786        280,628    275,883
    Other liabilities               36,490         34,158     25,148
    -----------------               ------         ------     ------
    Total liabilities            2,439,339      2,379,727  2,331,729

    Total stockholders' common
     equity                        387,192        388,228    388,429

    Total liabilities and
     stockholders' equity       $2,826,531     $2,767,955 $2,720,158
    ---------------------       ----------     ---------- ----------


    Supplementary data
    Total non-maturity deposits $1,368,512     $1,307,868 $1,291,473
    Total deposits               2,110,433      2,057,102  2,039,721
    Fully taxable equivalent
     income adj.                       716            709        693




                                  Quarters Ended
                                  --------------
                                   Mar. 31,          Dec 31,
    (In thousands)                       2010             2009
                                         ----             ----
    Assets
    Loans:
    Residential mortgages            $614,561         $620,105
    Commercial mortgages              855,828          869,087
    Commercial business loans         170,322          186,898
    Consumer loans                    311,409          319,087
    --------------                    -------          -------
    Total loans                     1,952,120        1,995,177
    Securities                        411,957          407,144
    Short-term investments              7,420           14,293
    ----------------------              -----           ------
    Total earning assets            2,371,497        2,416,614
    Goodwill and other
     intangible assets                175,711          176,482
    Other assets                      129,872          112,159
    ------------                      -------          -------
    Total assets                   $2,677,080       $2,705,255
    ------------                   ----------       ----------

    Liabilities and
     stockholders' equity
    Deposits:
    NOW                              $194,928         $192,693
    Money market                      542,185          540,539
    Savings                           223,722          212,402
    Time                              757,752          768,415
    ----                              -------          -------
    Total interest-bearing
     deposits                       1,718,587        1,714,049
    Borrowings and debentures         280,102          272,997
    -------------------------         -------          -------
    Total interest-bearing
     liabilities                    1,998,689        1,987,046
    Non-interest-bearing
     demand deposits                  270,064          279,495
    Other liabilities                  20,494           25,972
    -----------------                  ------           ------
    Total liabilities               2,289,247        2,292,513

    Total stockholders' common
     equity                           387,833          412,742

    Total liabilities and
     stockholders' equity          $2,677,080       $2,705,255
    ---------------------          ----------       ----------


    Supplementary data
    Total non-maturity deposits    $1,230,899       $1,225,129
    Total deposits                  1,988,651        1,993,544
    Fully taxable equivalent
     income adj.                          646              609




    (1) Average balances for securities available-for-sale are based on
    amortized cost.  Total loans include non-accruing loans.

                                            F-7



                         BERKSHIRE HILLS BANCORP, INC.
            AVERAGE YIELDS  (Fully Taxable Equivalent - Annualized)



                                       Quarters Ended
                                       --------------
                              Dec.        Sept.        June
                               31,          30,         30,
                               2010         2010        2010
                               ----         ----        ----

    Earning assets
    Loans:
    Residential mortgages      5.01%        5.17%       5.26%
    Commercial mortgages       4.91         4.74        4.96
    Commercial business
     loans                     4.83         5.86        4.99
    Consumer loans             3.72         3.83        3.93
    Total loans                4.77         4.86        4.90
    Securities                 3.94         4.19        4.09
    Short-term investments     0.11         0.15        0.10
    Total earning assets       4.60         4.72        4.75

    Funding liabilities
    Deposits:
    NOW                        0.35         0.32        0.35
    Money Market               0.85         0.87        0.98
    Savings                    0.26         0.22        0.25
    Time                       2.36         2.59        2.68
    Total interest-bearing
     deposits                  1.33         1.45        1.54
    Borrowings and
     debentures                2.92         3.12        3.46
    Total interest-bearing
     liabilities               1.55         1.69        1.79

    Net interest spread        3.05         3.03        2.96
    Net interest margin        3.30         3.30        3.25

    Cost of funds              1.37         1.48        1.58
    Cost of deposits           1.15         1.26        1.33




                                Quarters Ended
                                --------------
                              Mar.        Dec.
                               31,         31,
                               2010        2009
                               ----        ----

    Earning assets
    Loans:
    Residential mortgages      5.31%       5.32%
    Commercial mortgages       4.94        4.87
    Commercial business
     loans                     4.88        5.30
    Consumer loans             4.04        4.20
    Total loans                4.91        4.95
    Securities                 4.06        4.01
    Short-term investments     0.20        0.15
    Total earning assets       4.75        4.76

    Funding liabilities
    Deposits:
    NOW                        0.39        0.40
    Money Market               1.02        1.08
    Savings                    0.32        0.30
    Time                       2.71        2.88
    Total interest-bearing
     deposits                  1.61        1.72
    Borrowings and
     debentures                3.27        4.30
    Total interest-bearing
     liabilities               1.84        2.07

    Net interest spread        2.91        2.69
    Net interest margin        3.24        3.05

    Cost of funds              1.62        1.82
    Cost of deposits           1.39        1.48




    (1) Average balances and yields for securities are based on amortized
    cost.
    (2) Cost of funds includes all deposits and borrowings.

                                      F-8



                                    BERKSHIRE HILLS BANCORP, INC.
                            RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
                            ---------------------------------------------



                                         At
                                         or
                                         for
                                         the
                                      Quarters
                                        Ended
                                      --------
                                                Dec.     Sept.    June
                                                 31,      30,      30,
    (Dollars in thousands)                        2010     2010     2010
    ----------------------                        ----     ----     ----
    Net income (loss)                           $3,570   $3,424   $3,408
    Adj: Loss on prepayment of
     borrowings, net                                 -        -        -
    Plus: Other non-recurring expense              426        -        -
    Adj:  Income taxes                             (78)       -        -
    ------------------                             ---      ---      ---
    Total core income (loss)               (A)  $3,918   $3,424   $3,408
    Plus: Amortization of intangible
     assets                                        718      768      768
    Total tangible core income (loss)      (B)  $4,636   $4,192   $4,176
    ---------------------------------      ---  ------   ------   ------

    Total non-interest income                   $7,783   $6,915   $7,963
    Adj: Loss on prepayment of
     borrowings, net                                 -        -        -
                                                   ---
    Total core non-interest income               7,783    6,915    7,963
    Net interest income                         20,095   19,684   18,871
    -------------------
    Total core revenue                         $27,878  $26,599  $26,834
    ------------------                         -------  -------  -------

    Total non-interest expense                 $21,415  $20,094  $20,028
    Less: Non-recurring expense                   (426)       -        -
    ---------------------------                   ----      ---      ---
    Core non-interest expense                   20,989   20,094   20,028
    Less: Amortization of intangible
     assets                                       (718)    (768)    (768)
    --------------------------------
    Total core tangible non-interest
     expense                                   $20,271  $19,326  $19,260
    --------------------------------           -------  -------  -------

    (Dollars in millions, except per
     share data)
    Total average assets                        $2,827   $2,768   $2,720
    Less:  Average intangible assets              (173)    (174)    (175)
    --------------------------------
    Total average tangible assets          (C)  $2,654   $2,594   $2,545
    -----------------------------          ---  ------   ------   ------

    Total average stockholders'
     equity                                       $387     $388     $388
    Less:  Average intangible assets              (173)    (174)    (175)
    --------------------------------              ----     ----     ----
    Total average tangible common
     stockholders' equity                  (D)    $214     $214     $213
    -----------------------------          ---    ----     ----     ----

    Total stockholders' equity,
     period-end                                   $388     $383     $385
    Less:  Intangible assets, period-
     end                                          (173)    (174)    (175)
    ---------------------------------             ----     ----     ----
    Total tangible stockholders'
     equity, period-end                    (E)     215      209      210
    ----------------------------           ---     ---      ---      ---

    Total common shares outstanding,
     period-end (thousands)                (F)  14,076   14,037   14,037
    Average diluted common shares
     outstanding (thousands)               (G)  13,934   13,893   13,894

    Core earnings (loss) per common        (A/
     share, diluted                         G)   $0.28    $0.25    $0.25
    Tangible book value per common         (E/
     share, period-end                      F)  $15.27   $14.89   $14.96

    Core return (annualized) on            (B/
     tangible assets                        C)    0.70%    0.65%    0.66%
    Core return (annualized) on            (B/
     tangible common equity                 D)    8.67     7.84     7.84
    Efficiency ratio (1)                         70.89    70.77    69.97




                                                At
                                                or
                                                for
                                                the
                                             Quarters
                                               Ended
                                             --------
                                                       Mar.      Dec.
                                                        31,       31,
    (Dollars in thousands)                               2010      2009
    ----------------------                               ----      ----
    Net income (loss)                                  $3,336  $(24,203)
    Adj: Loss on prepayment of borrowings,
     net                                                    -     2,071
    Plus: Other non-recurring expense                      21         -
    Adj:  Income taxes                                     (9)     (866)
    ------------------                                    ---      ----
    Total core income (loss)                      (A)  $3,348  $(22,998)
    Plus: Amortization of intangible assets               768       779
    Total tangible core income (loss)             (B)  $4,116  $(22,219)
    ---------------------------------             ---  ------  --------

    Total non-interest income                          $8,498    $4,652
    Adj: Loss on prepayment of borrowings,
     net                                                    -     2,071

    Total core non-interest income                      8,498     6,723
    Net interest income                                18,297    17,996
    -------------------                                          ------
    Total core revenue                                $26,795   $24,719
    ------------------                                -------   -------

    Total non-interest expense                        $20,192   $21,196
    Less: Non-recurring expense                           (21)        -
    ---------------------------                           ---       ---
    Core non-interest expense                          20,171    21,196
    Less: Amortization of intangible assets              (768)     (779)
    ---------------------------------------                        ----
    Total core tangible non-interest expense          $19,403   $20,417
    ----------------------------------------          -------   -------

    (Dollars in millions, except per share
     data)
    Total average assets                               $2,677    $2,705
    Less:  Average intangible assets                     (176)     (176)
    --------------------------------                               ----
    Total average tangible assets                 (C)  $2,501    $2,529
    -----------------------------                 ---  ------    ------

    Total average stockholders' equity                   $388      $413
    Less:  Average intangible assets                     (176)     (177)
    --------------------------------                     ----      ----
    Total average tangible common
     stockholders' equity                         (D)    $212      $236
    -----------------------------                 ---    ----      ----

    Total stockholders' equity, period-end               $385      $385
    Less:  Intangible assets, period-end                 (175)     (177)
    ------------------------------------                 ----      ----
    Total tangible stockholders' equity,
     period-end                                   (E)     210       208
    ------------------------------------          ---     ---       ---

    Total common shares outstanding, period-
     end (thousands)                              (F)  14,027    13,916
    Average diluted common shares
     outstanding (thousands)                      (G)  13,858    13,817

    Core earnings (loss) per common share,        (A/
     diluted                                       G)   $0.24    $(1.66)
    Tangible book value per common share,         (E/
     period-end                                    F)  $14.97    $14.98

    Core return (annualized) on tangible          (B/
     assets                                        C)    0.66%   (3.49)%
    Core return (annualized) on tangible          (B/
     common equity                                 D)    7.76    (37.31)
    Efficiency ratio (1)                                70.71     80.61





    (1) Efficiency ratio is computed by dividing total tangible core non-
    interest expense by the sum of total net interest income on a fully
          taxable equivalent basis and total core non-interest income.  The
          Company uses this non-GAAP measure, which is used widely in
          the banking industry, to provide important information regarding its
          operational efficiency.

    (2) Ratios are annualized and based on average balance sheet amounts,
    where applicable.

    (3) Quarterly data may not sum to year-to-date data due to rounding.

                                                  F-9



                       BERKSHIRE HILLS BANCORP, INC.
               RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
               ---------------------------------------------



                                             At or for the Years Ended
                                             -------------------------
                                                December       December
                                                         31,            31,
    (Dollars in thousands)                          2010           2009
    ----------------------                          ----           ----
    Net income (loss)                            $13,738       $(16,067)
    Adj: Loss on sale of securities, net               -              4
    Adj: Non-recurring income                          -         (1,982)
    -------------------------                        ---         ------
    Adj: Loss on prepayment of
     borrowings, net                                 -          2,875
    Plus: Non-recurring expense                    447            601
    Adj: Income taxes                              (87)          (626)
    -----------------                              ---           ----
    Total core income                    (A)   $14,098       $(15,195)
    Plus: Amortization of intangible
     assets                                      3,022          3,278
                                                 -----
    Total tangible core income           (B)   $17,120       $(11,917)
    --------------------------           ---   -------       --------

    Total non-interest income                  $31,159        $28,989
    Adj: Loss on sale of securities, net             -              4
    Adj: Non-recurring loss, net                     -            893
    ----------------------------                   ---
    Total core non-interest income              31,159         29,886
    Net interest income                         76,947         69,596
    -------------------                         ------
    Total core revenue                        $108,106        $99,482
    ------------------                        --------        -------

    Total non-interest expense                 $81,729        $78,571
    Less: Non-recurring expense                   (447)          (601)
    ---------------------------                   ----           ----
    Core non-interest expense                   81,282         77,970
    Less: Amortization of intangible
     assets                                     (3,022)        (3,278)
    --------------------------------
    Total core tangible non-interest
     expense                                   $78,260        $74,692
    --------------------------------           -------        -------

    (Dollars in millions, except per
     share data)
    Total average assets                        $2,748         $2,683
    Less: Average intangible assets               (175)          (178)
    -------------------------------
    Total average tangible assets        (C)    $2,573         $2,505
    -----------------------------        ---    ------         ------

    Total average stockholders' equity            $388           $412
    Less: Average intangible assets               (175)          (178)
    -------------------------------               ----           ----
    Total average tangible stockholders'
     equity                                        213            234
    Less: Average preferred equity                   -            (15)
    ------------------------------                                ---
    Total average tangible common
     stockholders' equity                (D)      $213           $219
    -----------------------------        ---      ----           ----

    Total stockholders' equity, period-
     end                                          $388           $385
    Less: Intangible assets, period-end           (173)          (176)
    -----------------------------------           ----           ----
    Total tangible stockholders'
     equity, period-end                  (E)      $215           $208
    ----------------------------         ---      ----           ----

    Total common shares outstanding,
     period-end (thousands)              (F)    14,076         13,916
    Average diluted common shares
     outstanding (thousands)             (G)    13,896         13,189

    Core earnings per common share,      (A/
     diluted (1)                          G)     $1.01         $(1.20)
    Tangible book value per common       (E/
     share, period-end                    F)    $15.27         $14.98

                                         (B/
    Core return on tangible assets        C)      0.67%        (0.48)%
    Core return on tangible common       (B/
     equity (1)                           D)      8.03          (5.73)
    Efficiency ratio (2)                         70.59          73.39


    (1) December 31, 2009 EPS and ratios include a $637,000 reduction in
    core income and tangible core income for cumulative preferred stock
         dividend and accretion accumulated during Q1 2009. Preferred dividend
         charges recorded in Q2 2009 were deemed non-core
         due to preferred stock repayment.

    (2) Efficiency ratio is computed by dividing total tangible core non-
    interest expense by the sum of total net interest income on a fully
          interest income on a fully taxable equivalent basis and total core
          non-interest income.  The Company uses this non-GAAP measure,
          which is used widely in the banking industry, to provide important
          information regarding its operational efficiency.

    (3) Ratios are annualized and based on average balance sheet amounts,
    where applicable.

    (4) Quarterly data may not sum to year-to-date data due to rounding.

                                     F-10

SOURCE Berkshire Hills Bancorp, Inc.