FORM OF] BERKSHIRE HILLS BANCORP, INC.

_________ shares of Common Stock ($0.01 par value per share)

Except as otherwise provided in this Award Agreement, your Restricted Stock Award will vest in three installments as follows:

All unvested shares of Common Stock subject to this Restricted Stock Award will immediately vest as of the date of an Involuntary Termination at or following a Change in Control (as such terms are defined in the Plan).

You are entitled to vote, or direct the Plan Trustee to vote, all shares subject to this Restricted Stock Award in a manner consistent with the Plan and any applicable Trust Agreement and subject to the rules and procedures of the Committee.

Any cash dividend declared on a Restricted Stock Award will be paid to you as of the date such shares vest.

You may designate a beneficiary, in writing, to receive your rights to this Restricted Stock Award in the event of your death.

Upon payment of any portion of this Restricted Stock Award, the Committee may require that, as a condition of delivery of the shares of Common Stock, (i) you remit an amount sufficient to satisfy all federal, state and local tax withholding, (ii) any required withholding may come from compensation otherwise due to you, or (iii) any required withholding may come from any combination of the foregoing.  In addition, you may direct Berkshire Hills Bancorp, Inc. to withhold a number of shares otherwise vesting that would satisfy the tax withholding in an amount up to a Participant’s highest marginal rate.

Notwithstanding anything in this Award Agreement to the contrary, the terms of this Restricted Stock Award are subject to the terms and conditions of the Plan.  You may

In consideration of the rights and benefits extended to you by Berkshire Hills Bancorp, Inc. under this Award Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by you, you agree that during your employment with Berkshire Bank, its parent Berkshire Hills Bancorp, Inc., its affiliate Berkshire Insurance Group, Inc., its subsidiary Firestone Financial, LLC, or any of its other affiliates or subsidiaries, or their successors (hereinafter collectively referred to as  the “Company”), and continuing for a period of (a) twelve (12) months after your employment with the Company ends, if the term of your employment with the Company was for less than three (3) years, or (b) six (6) months after your employment with the Company ends, if your employment with the Company was for a term of three (3) years or more, you will not, directly or indirectly, on your own behalf or on behalf of any third person or entity, and whether through your own efforts or through the efforts or assistance of any other person or entity (including, without limitation, any person employed by or associated with any entity with whom you are or may become employed or associated):

In consideration of the rights and benefits extended to you by Berkshire Hills Bancorp, Inc. under this Award Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by you, you acknowledge and agree that your employment with the Company creates a relationship of confidence and trust between you and the Company with respect to Confidential Information.  You hereby warrant and agree that (a) you have not used or disclosed any Confidential Information other than as necessary in the ordinary course of performing your duties as a Company employee; and (b) you will keep in confidence and trust, both during your continuing employment with the Company and at all times after such employment shall terminate for whatever reason, all Confidential Information known to you, and will not use or disclose such Confidential Information without the prior written consent of the Company.  Nothing in this Agreement is intended to or shall preclude you from providing truthful testimony or providing truthful information in response to a valid subpoena, court order or request of any federal, state or local regulatory or quasi-regulatory authority; provided, however, that, to the extent permitted by law, you have first provided to the Company as much advance notice as practicable of any such compelled disclosure, and further that you agree to honor any order or ruling obtained by the Company quashing or barring any such subpoena, court order or request for disclosure.  As used in this Agreement, “Confidential Information” means any and all information belonging to the Company, which is of value to the Company and the disclosure of which could result in a competitive or other disadvantage to the Company.  Examples of Confidential Information are, without limitation, financial information, reports and forecasts; trade secrets, know-how and other intellectual property; software; market or sales information or plans; customer lists and information; business plans, prospects and opportunities; and possible acquisitions or dispositions of businesses or facilities that have been discussed by the management of the Company.  Confidential Information includes information you develop or have developed in the course of your employment with the Company, as well as other information to which you may have access in connection with your employment.  Confidential Information also includes the confidential

You may not sell, transfer, assign, pledge or otherwise encumber shares subject to this Restricted Stock Award until you have become fully vested in the shares underlying the award.

This Restricted Stock Award, including the number of shares subject to the Restricted Stock Award, will be adjusted upon the occurrence of the events specified in, and in accordance with the provisions of, Section 3.4 of the Plan.

This Restricted Stock Award and this Award Agreement are subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Company will not be obligated to issue any shares of stock hereunder if the issuance of such shares would constitute a violation of any such law, regulation or order or any provision thereof.