Filed pursuant to Rule 424(b)(3)
Registration No. 333-170798

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT

The boards of directors of Berkshire Hills Bancorp, Inc. and Rome Bancorp, Inc. have agreed to a merger of our companies. If the merger is completed, each share of Rome Bancorp, Inc. common stock will be converted into the right to receive either 0.5658 shares of Berkshire Hills Bancorp, Inc. common stock or $11.25 in cash, subject to 70% of Rome Bancorp, Inc. common stock being exchanged for Berkshire Hills Bancorp, Inc.’s common stock and 30% of Rome Bancorp, Inc. common stock being exchanged for cash. Berkshire Hills Bancorp, Inc.’s stockholders will continue to own their existing shares. After completion of the merger, we expect that current Berkshire Hills Bancorp, Inc. stockholders will own approximately 84% of the combined company and Rome Bancorp, Inc. stockholders will own approximately 16% of the combined company. Berkshire Hills Bancorp, Inc. common stock is listed on the Nasdaq Global Select Market under the symbol “BHLB.” On January 27, 2011, the closing price of Berkshire Hills Bancorp, Inc. common stock was $22.06. Berkshire Hills Bancorp, Inc. is offering approximately 2,618,000 shares of its common stock to Rome Bancorp, Inc. stockholders.

We expect the merger to generally be tax-free for federal income tax purposes solely to holders of Rome Bancorp, Inc. common stock to the extent they receive Berkshire Hills Bancorp, Inc. common stock. Any cash consideration received will be taxable to Rome Bancorp, Inc. stockholders.

We cannot complete the merger unless we obtain the necessary government approvals and unless the stockholders of Rome Bancorp, Inc. approve the merger agreement. Rome Bancorp, Inc. is asking its stockholders to consider and vote on this merger proposal at its special meeting of stockholders. Whether or not you plan to attend the Rome Bancorp, Inc. stockholder meeting, please take the time to vote by completing and mailing the enclosed proxy card to Rome Bancorp, Inc. If you sign, date and mail your proxy card without indicating how you want to vote, your proxy will be counted as a vote “FOR” the merger and the transactions contemplated by the merger agreement. If you do not return your proxy card, or if you do not instruct your broker how to vote any shares held for you in “street name,” the effect will be a vote against the merger agreement. Rome Bancorp, Inc. stockholders have dissenters’ rights and may receive payment in cash of the fair value of their shares, excluding any appreciation in value that results from the merger. To maintain its dissenters’ rights a stockholder must (1) deliver written notice of its intent to demand payment for its shares to Rome Bancorp, Inc. before the special meeting of Rome Bancorp, Inc. stockholders or at the special meeting but before the vote is taken and (2) either vote against the merger or not submit a proxy. See “Questions and Answers About the Merger and the Special Meeting” on page 1 and “Rights of Dissenting Stockholders” on page 34.

Rome Bancorp, Inc.’s board of directors has unanimously determined that the merger is advisable, fair to, and in the best interests of Rome Bancorp, Inc. and its stockholders and recommends that you vote FOR the approval of the merger agreement.

The place, date and time of the Rome Bancorp, Inc. stockholders’ meeting is as follows:

The Rome Savings Bank
100 W. Dominick Street
Rome, New York
March 9, 2011
5:30 p.m., local time

This document contains a more complete description of the Rome Bancorp, Inc. stockholders’ meeting and the terms of the merger. We urge you to review this entire document carefully. You may also obtain information about Berkshire Hills Bancorp, Inc. from documents it has filed with the Securities and Exchange Commission.

Michael P. Daly President and Chief Executive Officer Berkshire Hills Bancorp, Inc.		Charles M. Sprock President and Chief Executive Officer Rome Bancorp, Inc.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the merger or the securities to be issued under this proxy statement/prospectus or determined if this proxy statement/prospectus is accurate or adequate. Any representation to the contrary is a criminal offense. The securities we are offering through this document are not savings or deposit accounts or other obligations of any bank or non-bank subsidiary of either of our companies, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

Proxy Statement/Prospectus dated January 28, 2011
and first mailed to stockholders on or about February 2, 2011

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This document incorporates important business and financial information about Berkshire Hills Bancorp, Inc. from documents filed with the Securities and Exchange Commission that have not been included in or delivered with this document. You may read and copy these documents at the Securities and Exchange Commission’s public reference facilities. Please call the SEC at 1-800-SEC-0330 for information about these facilities. This information is also available at the Internet site the SEC maintains at http://www.sec.gov. See “Where You Can Find More Information” on page 107.

You also may request copies of these documents from Berkshire Hills Bancorp, Inc. Berkshire Hills Bancorp, Inc. will provide you with copies of these documents, without charge, upon written or oral request to:

Berkshire Hills Bancorp, Inc.
24 North Street
Pittsfield, Massachusetts 01201
Attention: Investor Relations Department
Telephone: (413) 236-3239

If you are a Rome Bancorp, Inc. stockholder and would like to request documents from Berkshire Hills Bancorp, Inc., please do so by March 2, 2011 to receive them before the Rome Bancorp, Inc. special meeting.

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ROME BANCORP, INC.
100 W. Dominick Street
Rome, New York 13440

Notice of Special Meeting of Stockholders
to be held March 9, 2011

A special meeting of stockholders of Rome Bancorp, Inc. will be held at 5:30 p.m., local time, on March 9, 2011 at The Rome Savings Bank, 100 W. Dominick Street, Rome, New York. Any adjournments or postponements of the special meeting will be held at the same location.

At the special meeting, you will be asked to:

The enclosed proxy statement/prospectus describes the merger agreement and the proposed merger in detail. We urge you to read these materials carefully. The enclosed proxy statement/prospectus forms a part of this notice.

The board of directors of Rome Bancorp, Inc. unanimously recommends that Rome Bancorp, Inc. stockholders vote “FOR” the proposal to approve the merger agreement and “FOR” the proposal to adjourn the special meeting, if necessary, to solicit additional proxies to vote in favor of the merger agreement.

The board of directors of Rome Bancorp, Inc. has fixed the close of business on January 27, 2011 as the record date for determining the stockholders entitled to notice of, and to vote at, the special meeting and any adjournments or postponements of the special meeting.

Your vote is very important.  Your proxy is being solicited by the Rome Bancorp, Inc. board of directors. The proposal to approve the merger agreement must be approved by the affirmative vote of holders of a majority of the outstanding shares of Rome Bancorp, Inc. common stock entitled to vote in order for the proposed merger to be consummated. Whether or not you plan to attend the special meeting in person, we urge you to complete and mail the enclosed proxy card, in the accompanying envelope, which requires no postage if mailed in the United States. You may revoke your proxy at any time before the special meeting. If you attend the special meeting and vote in person, your proxy vote will not be used.

Rome Bancorp, Inc. stockholders have dissenters’ rights and may receive payment in cash of the fair value of their shares, excluding any appreciation in value that results from the merger. To maintain its dissenters’ rights a stockholder must (1) deliver written notice of its intent to demand payment for its shares to Rome Bancorp, Inc. before the special meeting of Rome Bancorp, Inc. stockholders or at the special meeting but before the vote is taken and (2) either vote against the merger or not submit a proxy. See “Questions and Answers About the Merger and the Special Meeting” on page 1 and “Rights of Dissenting Stockholders” on page 34. A copy of the section of the Delaware General Corporation Law pertaining to dissenters’ rights is included as Annex C to the accompanying proxy statement/prospectus.

By Order of the Board of Directors

Crystal M. Seymore
Secretary

Rome, New York
February 2, 2011

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Berkshire Hills Bancorp, Inc.

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		Page
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING			1
SUMMARY			4
RISK FACTORS			9
CAUTION ABOUT FORWARD-LOOKING STATEMENTS			12
SELECTED HISTORICAL FINANCIAL INFORMATION			13
SELECTED HISTORICAL FINANCIAL AND OTHER DATA OF BERKSHIRE HILLS BANCORP, INC.			14
SELECTED HISTORICAL FINANCIAL AND OTHER DATA OF ROME BANCORP, INC.			16
UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED FINANCIAL INFORMATION RELATING TO THE ROME BANCORP, INC. AND LEGACY BANCORP, INC. MERGERS			18
NOTES TO THE UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED FINANCIAL INFORMATION			22
COMPARATIVE PRO FORMA PER SHARE DATA			29
MARKET PRICE AND DIVIDEND INFORMATION			31
SPECIAL MEETING OF ROME BANCORP, INC. STOCKHOLDERS			32
RIGHTS OF DISSENTING STOCKHOLDERS			34
DESCRIPTION OF THE MERGER			38
DESCRIPTION OF BERKSHIRE HILLS BANCORP, INC. CAPITAL STOCK			78
COMPARISON OF RIGHTS OF STOCKHOLDERS			80
MANAGEMENT AND OPERATIONS AFTER THE MERGER			83
INFORMATION ABOUT ROME BANCORP, INC.			84
ADJOURNMENT OF THE SPECIAL MEETING			107
LEGAL MATTERS			107
EXPERTS			107
STOCKHOLDER PROPOSALS			107
WHERE YOU CAN FIND MORE INFORMATION			107
INDEX TO FINANCIAL STATEMENTS			110
Annex A Agreement and Plan of Merger			A-1
Annex B Fairness Opinion of Sandler O’Neill & Partners, L.P.			B-1
Annex C Section 262 of the Delaware General Corporation Law (Dissenters’ rights)			C-1

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

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Phoenix Advisory Partners, LLC
110 Wall Street
27^th Floor
New York, NY 10005
(800) 576-4314

Banks and brokers should call:
(212) 493-3910

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SUMMARY

This summary highlights selected information in this proxy statement/prospectus and may not contain all of the information important to you. To understand the merger more fully, you should read this entire document carefully, including the documents attached to this proxy statement/prospectus.

The Companies

Berkshire Hills Bancorp, Inc.
24 North Street
Pittsfield, Massachusetts 01201
(413) 443-5601

Berkshire Hills Bancorp, Inc., a Delaware corporation, is a savings and loan holding company headquartered in Pittsfield, Massachusetts that was incorporated and commenced operations in 2000. Berkshire Hills’s common stock is listed on The NASDAQ Global Select Market under the symbol “BHLB.” Berkshire Hills conducts its operations primarily through Berkshire Bank, a Massachusetts chartered savings bank with 41 full-service financial centers in Massachusetts, New York and Vermont. Berkshire Bank offers a full complement of deposit, lending and investment products from a team of employees with extensive experience in banking, insurance and investment management. Berkshire Hills is also the holding company for Berkshire Insurance Group, an insurance agency in western Massachusetts. At September 30, 2010, Berkshire Hills had total assets of $2.8 billion, total deposits of $2.1 billion and total stockholders’ equity of $382.9 million.

On December 21, 2010, Berkshire Hills announced that it had entered into a definitive merger agreement under which it would acquire Legacy Bancorp, Inc. and Legacy Banks. At September 30, 2010, Legacy Bancorp, Inc. had total assets of $972.0 million, total deposits of $695.0 million and total stockholders’ equity of $117.4 million. Under the terms of the Berkshire Hills—Legacy Bancorp, Inc. merger agreement, each outstanding share of Legacy Bancorp, Inc. common stock will be exchanged for 0.56385 shares of Berkshire Hills common stock and 10% will be in the form of cash. The merger is expected to be completed by June 30, 2011. Consummation of this agreement is subject to the approval of the stockholders of each of Berkshire Hills and Legacy Bancorp, Inc., as well as state and federal regulatory agencies. It is anticipated that there will be some divestiture of deposits in Berkshire County, Massachusetts; any divestiture gains will be shared in accordance with the Legacy merger agreement. The merger of Legacy Bancorp, Inc. into Berkshire Hills is not conditioned on the completion of the Rome Bancorp merger into Berkshire Hills. Similarly, the merger of Rome Bancorp into Berkshire Hills is not conditioned on the completion of the Legacy Bancorp, Inc. merger into Berkshire Hills.

Rome Bancorp, Inc.
100 W. Dominick Street
Rome, New York 13440
(315) 336-7300

Rome Bancorp, Inc., a Delaware corporation, is a savings and loan holding company headquartered in Rome, New York that was incorporated and commenced operations as a holding company in 1999. Its primary business is operating its subsidiary, The Rome Savings Bank, which operates five full-service community banking offices in Rome, Lee and New Hartford, New York. Rome Bancorp’s common stock is quoted on the NASDAQ Global Market under the symbol “ROME.” Its primary business includes residential real estate lending (for portfolio and sale on the secondary market), small business loan and deposit services as well as variety of consumer loan and deposit services. As of September 30, 2010, Rome Bancorp had total assets of $331.6 million, total deposits of $226.9 million and total stockholders’ equity of $61.8 million.

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Special Meeting of Rome Bancorp Stockholders; Required Vote (page 32)

A special meeting of Rome Bancorp stockholders is scheduled to be held at The Rome Savings Bank, 100 W. Dominick Street, Rome, New York at 5:30 p.m., local time, on March 9, 2011. At the special meeting, you will be asked to vote on a proposal to approve the merger agreement between Rome Bancorp and Berkshire Hills. You may also be asked to vote to adjourn the special meeting, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the meeting to approve the merger agreement.

Only Rome Bancorp stockholders of record as of the close of business on January 27, 2011 are entitled to notice of, and to vote at, the Rome Bancorp special meeting and any adjournments or postponements of the meeting.

Approval of the merger agreement requires the affirmative vote of holders of a majority of the outstanding shares of Rome Bancorp common stock entitled to vote. As of the record date, there were 6,771,551 shares of Rome Bancorp common stock outstanding. The directors and executive officers of Rome Bancorp, as a group, beneficially owned 1,353,232 shares of Rome Bancorp common stock (not including shares that may be acquired upon the exercise of stock options), representing 19.97% of the outstanding shares of Rome Bancorp common stock as of the record date and have agreed to vote their shares in favor of the merger at the special meeting.

The Merger and the Merger Agreement (page 38)

Berkshire Hills’ acquisition of Rome Bancorp is governed by a merger agreement. The merger agreement provides that, if all of the conditions are satisfied or waived, Rome Bancorp will be merged with and into Berkshire Hills, with Berkshire Hills as the surviving entity. We encourage you to read the merger agreement, which is included as Annex A to this proxy statement/prospectus.

What Rome Bancorp Stockholders Will Receive in the Consideration to be Received in the Merger (page 57)

Under the merger agreement, at your election, each share of Rome Bancorp common stock you own will be exchanged for either 0.5658 shares of Berkshire Hills common stock or $11.25 in cash, or a combination of cash and Berkshire Hills common stock, subject to 70% of the aggregate merger consideration being exchanged for Berkshire Hills common stock.

Comparative Market Prices (page 31)

The following table shows the closing price per share of Berkshire Hills common stock and the equivalent price per share of Rome Bancorp common stock, giving effect to the merger, on October 11, 2010, which is the last day on which shares of Berkshire Hills common stock traded preceding the public announcement of the proposed merger, and on January 27, 2011, the most recent practicable date prior to the mailing of this proxy statement/prospectus. The equivalent price per share of Rome Bancorp common stock was computed by multiplying the price of a share of Berkshire Hills common stock by the 0.5658 exchange ratio. See “Description of the Merger — Consideration to be Received in the Merger” on page 57.

		Berkshire Hills Common Stock				Equivalent Price Per Share of Rome Bancorp Common Stock
October 11, 2010		$	18.78			$	10.63
January 27, 2011		$	22.06			$	12.48

Recommendation of Rome Bancorp Board of Directors (page 44)

The Rome Bancorp board of directors has unanimously approved the merger agreement and the proposed merger. The Rome Bancorp board believes that the merger agreement, including the merger contemplated by the merger agreement, is fair to, and in the best interests of, Rome Bancorp and its stockholders, and therefore unanimously recommends that Rome Bancorp stockholders vote “FOR” the proposal to approve the merger agreement. In its reaching this decision, Rome Bancorp’s board of directors considered a variety of factors, which are described in the section captioned “Description of the Merger — Rome Bancorp’s Reasons for the Merger; Recommendation of the Rome Bancorp Board of Directors” beginning on page 44.

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The Rome Bancorp board of directors unanimously recommends that Rome Bancorp stockholders vote “FOR” the proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the special meeting to approve the merger agreement.

Opinion of Rome Bancorp’s Financial Advisor (page 50)

In deciding to approve the merger, one of the factors considered by Rome Bancorp’s board of directors was the opinion of Sandler O’Neill & Partners, L.P., (“Sandler O’Neill”) which served as financial advisor to Rome Bancorp’s board of directors. Sandler O’Neill delivered its oral opinion on October 8, 2010, which was confirmed in writing on October 12, 2010, that the merger consideration is fair to the holders of Rome Bancorp common stock from a financial point of view. The full text of this opinion is included as Annex B to the proxy statement/prospectus. You should read the opinion carefully to understand the procedures followed, assumptions made, matters considered and limitations of the review conducted by Sandler O’Neill. Rome Bancorp has agreed to pay Sandler O’Neill a fee equal to one percent of the aggregate purchase price contingent upon completion of the merger for its services in connection with the merger. Sandler O’Neill has received a fee of $200,000 for the rendering of its fairness opinion, which fee shall be credited against the one percent fee referenced above if the merger is completed.

Regulatory Matters Relating to the Merger (page 64)

Under the terms of the merger agreement, the merger cannot be completed unless it is first approved by the Office of Thrift Supervision, the Massachusetts Division of Banks and the Federal Deposit Insurance Corporation. Berkshire Hills filed the required applications on November 17, 2010. As of the date of this document, Berkshire Hills has not received any approvals from those regulators. While Berkshire Hills does not know of any reason why it would not be able to obtain approval in a timely manner, Berkshire Hills cannot be certain when or if it will receive regulatory approval.

Conditions to Completing the Merger (page 70)

The completion of the merger is subject to the fulfillment of a number of conditions, including:

Terminating the Merger Agreement (page 75)

The merger agreement may be terminated by mutual consent of Berkshire Hills and Rome Bancorp at any time prior to the completion of the merger. Additionally, subject to conditions and circumstances described in the merger agreement, either Berkshire Hills or Rome Bancorp may terminate the merger agreement if, among other things, any of the following occur:

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Berkshire Hills may also terminate the merger agreement if Rome Bancorp materially breaches its agreements regarding the solicitation of other acquisition proposals and the submission of the merger agreement to stockholders or if the board of directors of Rome Bancorp does not recommend approval of the merger in the proxy statement/prospectus or withdraws or revises its recommendation in a manner adverse to Berkshire Hills.

Termination Fee (page 76)

Under certain circumstances described in the merger agreement, Berkshire Hills may demand from Rome Bancorp a $3.5 million termination fee in connection with the termination of the merger agreement. See “Description of the Merger — Termination Fee” on page 76 for a list of the circumstances under which a termination fee is payable.

Interests of Certain Persons in the Merger that are Different from Yours (page 65)

In considering the recommendation of the board of directors of Rome Bancorp to adopt the merger agreement, you should be aware that officers and directors of Rome Bancorp have employment and other compensation agreements or plans that give them interests in the merger that are somewhat different from, or in addition to, their interests as Rome Bancorp stockholders. These interests and agreements, which provide for payments in the aggregate amount of approximately $3.15 million, excluding amounts already vested under the Benefit Restoration Plan and the Directors’ Deferred Compensation Plan, but including:

Accounting Treatment of the Merger (page 60)

The merger will be accounted for using the acquisition method in accordance with U.S. generally accepted accounting principles.

Comparison of Rights of Stockholders (page 80)

When the merger is completed, Rome Bancorp stockholders who are to receive shares of Berkshire Hills will become Berkshire Hills stockholders and their rights will be governed by Delaware law and by Berkshire Hills’ certificate of incorporation and bylaws. See “Comparison of Rights of Stockholders” beginning on page 80 for a summary of the material differences between the respective rights of Rome Bancorp and Berkshire Hills stockholders.

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Rights of Dissenting Stockholders (page 34)

Rome Bancorp stockholders may dissent from the merger and, upon complying with the requirements of Delaware law, receive cash in the amount of the fair value of their shares instead of shares of Berkshire Hills common stock and/or the cash consideration specified in the merger agreement. A copy of the section of the Delaware General Corporation Law pertaining to dissenters’ rights is attached as Annex C to this proxy statement/prospectus. You should read the statute carefully and consult with your legal counsel if you intend to exercise these rights.

Material Tax Consequences of the Merger (page 61)

The federal tax consequences of the merger to stockholders of Rome Bancorp will depend primarily on whether they exchange their Rome Bancorp common stock solely for Berkshire Hills common stock, solely for cash or for a combination of Berkshire Hills common stock and cash. Rome Bancorp stockholders who exchange their shares solely for Berkshire Hills common stock should not recognize gain or loss except with respect to the cash they receive instead of a fractional share. Rome Bancorp stockholders who exchange their shares solely for cash should recognize gain or loss on the exchange. Rome Bancorp stockholders who exchange their shares for a combination of Berkshire Hills common stock and cash should recognize gain, but not any loss, on the exchange. The actual federal income tax consequences to Rome Bancorp stockholders of electing to receive cash, Berkshire Hills common stock or a combination of cash and stock will not be ascertainable at the time Rome Bancorp stockholders make their election because it will not be known at that time how, or to what extent, the allocation and proration procedures will apply.

This tax treatment may not apply to all Rome Bancorp stockholders. Determining the actual tax consequences of the merger to Rome Bancorp stockholders can be complicated. Rome Bancorp stockholders should consult their own tax advisor for a full understanding of the merger’s tax consequences that are particular to each stockholder.

To review the tax consequences of the merger to Rome Bancorp stockholders in greater detail, please see the section “Description of the Merger — Material Tax Consequences of the Merger” beginning on page 61.

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RISK FACTORS

In addition to the other information contained in or incorporated by reference into this proxy statement/prospectus, you should consider carefully the risk factors described below, in deciding how to vote. You should keep these risk factors in mind when you read forward-looking statements in this document. Please refer to the section of this proxy statement/prospectus titled “Caution About Forward-Looking Statements” beginning on page 12.

Rome Bancorp stockholders may receive a form of consideration different from what they elect.

The consideration to be received by Rome Bancorp stockholders in the merger is subject to the requirement that 70% of the shares of Rome Bancorp common stock be exchanged for Berkshire Hills common stock and the remaining 30% be exchanged for cash. The merger agreement contains proration and allocation methods to achieve this desired result. If you elect all cash and the available cash is oversubscribed, then you will receive a portion of the merger consideration in Berkshire Hills common stock. If you elect all stock and the available stock is oversubscribed, then you will receive a portion of the merger consideration in cash.

The price of Berkshire Hills common stock might decrease after the merger.

Following the merger, many holders of Rome Bancorp common stock will become stockholders of Berkshire Hills. Berkshire Hills common stock could decline in value after the merger. For example, during the twelve-month period ending on January 27, 2011 (the most recent practicable date before the printing of this proxy statement/prospectus), the price of Berkshire Hills common stock varied from a low of $16.20 to a high of $22.92 and ended that period at $22.06. The market value of Berkshire Hills common stock fluctuates based upon general market economic conditions, Berkshire Hills’ business and prospects and other factors. In addition, the market value of Berkshire Hills’ common stock may fluctuate based in part on its proposed acquisition of Legacy Bancorp, Inc. and any risks associated with the integration of Legacy Bancorp, Inc.’s operations.

Berkshire Hills may be unable to successfully integrate Rome Bancorp’s operations and retain Rome Bancorp’s employees.

The merger involves the integration of two companies that have previously operated independently. The difficulties of combining the operations of the two companies include:

The process of integrating operations could cause an interruption of, or loss of momentum in, the activities of the business and the loss of key personnel. The integration of the two companies will require the experience and expertise of certain key employees of Rome Bancorp who are expected to be retained by Berkshire Hills. Berkshire Hills may not be successful in retaining these employees for the time period necessary to successfully integrate Rome Bancorp’s operations with those of Berkshire Hills. The diversion of management’s attention and any delays or difficulties encountered in connection with the merger and the integration of the two companies’ operations could have an adverse effect on the business and results of operation of Berkshire Hills following the merger. In addition, Berkshire Hills may be unable to successfully integrate Legacy Bancorp, Inc., which could have an adverse effect on the business and results of operation of Berkshire Hills following the merger.

The termination fee and the restrictions on solicitation contained in the merger agreement may discourage other companies from trying to acquire Rome Bancorp.

Until the completion of the merger, with some exceptions, Rome Bancorp is prohibited from soliciting, initiating, encouraging or participating in any discussion of or otherwise considering any inquiries or proposals that may lead to an acquisition proposal, such as a merger or other business combination transaction, with any person other than Berkshire Hills. In addition, Rome Bancorp has agreed to pay a termination fee to Berkshire

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Hills in specified circumstances. These provisions could discourage other companies from trying to acquire Rome Bancorp even though those other companies might be willing to offer greater value to Rome Bancorp’s stockholders than Berkshire Hills has offered in the merger. The payment of the termination fee could also have a material adverse effect on Rome Bancorp’s financial condition.

Certain of Rome Bancorp’s officers and directors have interests that are different from, or in addition to, interests of Rome Bancorp’s stockholders generally.

You should be aware that the directors and officers of Rome Bancorp have interests in the merger that are different from, or in addition to, the interests of Rome Bancorp stockholders generally. These include: severance payments that certain officers will receive under existing employment or change-in-control agreements, a consulting and non-compete agreement that one former officer of Rome Bancorp will become subject to upon completion of the merger; the payment for stock options; provisions in the merger agreement relating to indemnification of directors and officers and insurance for directors and officers of Rome Bancorp for events occurring before the merger; and the establishment of an advisory board of directors comprised of Rome Bancorp board members. For a more detailed discussion of these interests, see “Description of the Merger — Interests of Certain Persons in the Merger that are Different from Yours” beginning on page 65.

Multiple lawsuits have been filed against Rome Bancorp and Berkshire Hills challenging the merger, and an adverse judgment in any such lawsuit may prevent the merger from being completed or from being completed within the expected timeframe.

Rome Bancorp, Berkshire Hills and the directors of Rome Bancorp are named as defendants in purported class action lawsuits brought by Rome Bancorp stockholders challenging the proposed merger, seeking, among other things, to enjoin completion of the merger on the agreed-upon terms. See “Description of the Merger — Litigation Relating to the Merger” beginning on page 76 for more information about the purported class action lawsuits related to the merger that have been filed.

One of the conditions to the closing of the merger is that no order, injunction (whether temporary, preliminary or permanent) or decree issued by a court or other agency of competent jurisdiction that makes the merger or the bank merger illegal or prohibits the completion of the merger shall be in effect. As such, if the plaintiffs are successful in obtaining an injunction prohibiting the completion of the merger on the agreed-upon terms, then such injunction may prevent the merger from being completed, or from being completed within the expected timeframe.

If you are a Rome Bancorp stockholder and you make a valid cash or stock election, you will not be able to sell your shares during certain times.

If you are a Rome Bancorp stockholder of record as of the record date for the special meeting, holding your shares in certificated form and want to make a valid cash or stock election, you will have to deliver a properly completed and signed form of election and your stock certificates to the exchange agent. For further details on the determination of the election deadline, see “Description of the Merger — Election Procedures; Surrender of Stock Certificates” on page 59. The election deadline will be the later of the day of the Rome Bancorp special meeting and the date the parties believe to be as near as practicable to five business days before the completion of the merger. You will not be able to sell any certificated shares of Rome Bancorp common stock that you have delivered as part of your election unless you revoke your election before the deadline by providing written notice to the exchange agent. If you do not revoke your election before the election deadline, you will not be able to liquidate your investment in Rome Bancorp common stock for any reason until you receive cash and/or Berkshire Hills common stock following completion of the merger. Similarly, holders of book-entry shares of Rome Bancorp common stock who have made a valid election and have not revoked their election prior to the election deadline will not be able to sell any shares for which they have made a valid election after the election deadline. In the time between the election deadline and the completion of the merger, the trading price of Rome Bancorp or Berkshire Hills common stock may decrease, and you might otherwise want to sell your shares of Rome Bancorp common stock to gain access to cash, make other investments, or reduce the potential for a decrease in the value of your investment. The date that you will receive your merger consideration depends on the completion date of the merger, which is uncertain. The completion date of the merger might be later than expected due to unforeseen events, such as delays in obtaining regulatory approvals.

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Failure to complete the merger could negatively impact the stock prices and future businesses and financial results of Berkshire Hills and Rome Bancorp.

If the merger is not completed, the ongoing businesses of Berkshire Hills and Rome Bancorp may be adversely affected and Berkshire Hills and Rome Bancorp will be subject to several risks, including the following:

In addition, if the merger is not completed, Berkshire Hills and/or Rome Bancorp may experience negative reactions from the financial markets and from their respective customers and employees. Berkshire Hills and/or Rome Bancorp also could be subject to litigation related to any failure to complete the merger or to enforcement proceedings commenced against Berkshire Hills or Rome Bancorp to perform their respective obligations under the merger agreement. If the merger is not completed, Berkshire Hills and Rome Bancorp cannot assure their stockholders that the risks described above will not materialize and will not materially affect the business, financial results and stock prices of Berkshire Hills and/or Rome Bancorp.

The shares of Berkshire Hills common stock to be received by Rome Bancorp stockholders receiving the stock consideration as a result of the merger will have different rights from shares of Rome Bancorp common stock.

Following completion of the merger, Rome Bancorp stockholders who receive the stock consideration will no longer be stockholders of Rome Bancorp, a Delaware corporation, but will instead be stockholders of Berkshire Hills, a Delaware corporation. There will be important differences between your current rights as a Rome Bancorp stockholder and the rights to which you swill be entitled as a Berkshire Hills stockholder. See “Comparison of Rights of Stockholders” beginning on page 80 for a discussion of the different rights associated with Berkshire Hills common stock and Rome Bancorp common stock.

The fairness opinion obtained by Rome Bancorp from its financial advisor will not reflect changes in circumstances subsequent to the date of the fairness opinion.

SANDLER O’NEILL, ROME BANCORP, INC’S FINANCIAL ADVISOR IN CONNECTION WITH THE MERGER, HAS DELIVERED TO THE BOARD OF DIRECTORS OF ROME BANCORP ITS OPINION DATED AS OF OCTOBER 12, 2010. THE OPINION OF SANDLER O’NEILL STATED THAT AS OF SUCH DATE, AND BASED UPON AND SUBJECT TO THE FACTORS AND ASSUMPTIONS SET FORTH THEREIN, THE MERGER CONSIDERATION TO BE PAID TO THE HOLDERS OF THE OUTSTANDING SHARES OF ROME BANCORP COMMON STOCK PURSUANT TO THE MERGER AGREEMENT WAS FAIR FROM A FINANCIAL POINT OF VIEW TO SUCH HOLDERS. THE OPINION DOES NOT REFLECT CHANGES THAT MAY OCCUR OR MAY HAVE OCCURRED AFTER THE DATE OF THE OPINION, INCLUDING CHANGES TO THE OPERATIONS AND PROSPECTS OF BERKSHIRE HILLS OR ROME BANCORP, CHANGES IN GENERAL MARKET AND ECONOMIC CONDITIONS OR REGULATORY OR OTHER FACTORS. ANY SUCH CHANGES, OR CHANGES IN OTHER FACTORS ON WHICH THE OPINION IS BASED, MAY MATERIALLY ALTER OR AFFECT THE RELATIVE VALUES OF BERKSHIRE HILLS AND ROME BANCORP.

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CAUTION ABOUT FORWARD-LOOKING STATEMENTS.

Certain statements contained in this document that are not historical facts may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (referred to as the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (referred to as the Securities Exchange Act), and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The sections of this document which contain forward-looking statements include, but are not limited to, “Questions And Answers About the Merger and the Special Meeting,” “ Summary,” “Risk Factors,” “Description of the Merger — Background of the Merger,” and “Description of the Merger — Rome Bancorp’s Reasons for the Merger and Recommendation of the Board of Directors.” You can identify these statements from the use of the words “may,” “will,” “should,” “could,” “would,” “plan,” “potential,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “expect,” “target” and similar expressions.

These forward-looking statements are subject to significant risks, assumptions and uncertainties, including among other things, changes in general economic and business conditions and the risks and other factors set forth in the “Risk Factors” section beginning on page 9.

Because of these and other uncertainties, Berkshire Hills’ actual results, performance or achievements, or industry results, may be materially different from the results indicated by these forward-looking statements. In addition, Berkshire Hills’ and Rome Bancorp’s past results of operations do not necessarily indicate Berkshire Hills’ and Rome Bancorp’s combined future results. You should not place undue reliance on any forward-looking statements, which speak only as of the dates on which they were made. Berkshire Hills is not undertaking an obligation to update these forward-looking statements, even though its situation may change in the future, except as required under federal securities law. Berkshire Hills qualifies all of its forward-looking statements by these cautionary statements.

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SELECTED HISTORICAL FINANCIAL INFORMATION

The following tables show summarized historical financial data for Berkshire Hills and Rome Bancorp. You should read this summary financial information in connection with Berkshire Hills’ historical financial information, which is incorporated by reference into this document, and in connection with Rome Bancorp’s historical financial information, which appears elsewhere in this proxy statement/prospectus.

Unaudited consolidated interim financial statements for Berkshire Hills at or for the nine months ended September 30, 2010 and 2009 and unaudited consolidated interim financial statements for Rome Bancorp at or for the nine months ended September 30, 2010 and 2009 include normal, recurring adjustments necessary to fairly present the data for those periods. The unaudited data is not necessarily indicative of expected results of a full year’s operation.

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SELECTED HISTORICAL FINANCIAL AND OTHER DATA OF
BERKSHIRE HILLS BANCORP, INC.

		At September 30, 2010				At December 31,
(In thousands)						2009				2008				2007				2006				2005
Selected Financial Condition Data:
Total assets		$	2,798,439			$	2,700,424			$	2,666,729			$	2,513,432			$	2,149,642			$	2,035,553
Loans, net			2,022,273				1,929,842				1,984,244				1,921,900				1,679,617				1,407,229
Securities			413,207				420,966				341,516				258,497				234,174				420,320
Total cash and cash equivalents			38,382				32,608				44,798				41,142				30,985				31,087
Goodwill and other intangibles assets			173,796				176,100				178,830				182,452				121,341				99,616
Total deposits			2,068,747				1,986,762				1,829,580				1,822,563				1,521,938				1,371,218
Borrowings and subordinated debentures			309,276				306,668				374,621				349,938				360,469				412,917
Total stockholders’ equity			382,915				384,581				408,425				326,837				258,161				246,066
Allowance for loan losses			31,836				31,816				22,908				22,116				19,370				13,001
Non-performing loans			16,386				38,700				12,171				10,508				7,592				1,186
Non-performing assets			19,286				38,730				12,669				11,374				7,592				1,186

		For the Nine Months Ended September 30,								For the Years Ended December 31,
(In thousands)		2010				2009				2009				2008				2007				2006				2005
Selected Operating Data:
Total interest and dividend income		$	83,908			$	87,105			$	115,476			$	133,211			$	131,944			$	118,051			$	87,732
Total interest expense			27,056				35,505				45,880				57,471				68,019				57,811				36,115
Net interest income			56,852				51,600				69,596				75,740				63,925				60,240				51,617
Service charges and fee income			22,662				22,071				28,181				30,334				26,654				13,539				9,373
All other non-interest income (loss)			714				2,266				808				1,261				(2,011	)			(1,491	)			5,550
Total non-interest income			23,376				24,337				28,989				31,595				24,643				12,048				14,923
Total net revenue			80,228				75,937				98,585				107,335				88,568				72,288				66,540
Provision for loan losses			6,526				9,000				47,730				4,580				4,300				7,860				1,313
Total non-interest expense			60,314				57,375				78,571				71,699				65,494				48,868				48,998
Income tax expense (benefit) – continuing operations			3,220				1,426				(11,649	)			8,812				5,239				4,668				8,003
Net income from discontinued operations			—				—				—				—				—				371				—
Net income (loss)		$	10,168			$	8,136			$	(16,067	)		$	22,244			$	13,535			$	11,263			$	8,226
Less: Cumulative preferred stock dividends and accretion			—				1,030				1,030				—				—				—				—
Less: Deemed dividend from preferred stock repayment			—				2,954				2,954				—				—				—				—
Net income (loss) available to common stockholders		$	10,168			$	4,152			$	(20,051	)		$	22,244			$	13,535			$	11,263			$	8,226

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		At or for the Nine Months Ended September 30,								At or For the Years Ended December 31,
		2010				2009				2009				2008				2007				2006				2005
Selected Operating Ratios and Other Data:
Performance Ratios:
Return on average assets			0.50	%			0.41	%			(0.60	)%			0.87	%			0.60	%			0.53	%			0.47	%
Return on average equity			3.49				2.64				(3.90	)			6.47				4.69				4.40				4.19
Net interest rate spread (tax equivalent)			2.97				2.60				2.61				3.06				2.79				2.81				3.00
Net interest margin (tax equivalent)			3.26				2.99				3.00				3.44				3.26				3.24				3.33
Non-interest income/total net revenue			29.14				32.05				29.41				29.44				27.82				16.67				22.43
Non-interest expense/average assets			2.95				2.86				2.93				2.81				2.90				2.31				2.81
Efficiency ratio(1)			70.48				71.00				73.39				61.40				62.94				58.46				57.03
Capital Ratios:
Average stockholders’ equity/average total assets			14.26				15.40				15.36				13.49				12.73				12.08				11.26
Stockholders’ equity/total assets at period end			13.68				15.31				14.24				15.32				13.00				12.01				12.09
Tangible common stockholders’ equity to tangible assets(2)			7.96				9.32				8.26				7.75				6.22				6.75				7.56
Regulatory Capital Ratios:
Tier 1 capital to average assets – bank			8.07				9.30				7.86				9.34				7.97				7.69				7.79
Total risk-based capital – bank			10.75				12.26				10.71				12.28				10.40				10.27				11.12
Asset Quality Ratios:
Nonperforming loans as percent of loans			0.80				1.14				1.97				0.61				0.54				0.45				0.08
Nonperforming assets as percent of total assets			0.69				0.85				1.43				0.48				0.45				0.35				0.06
Net loans charged-off/average total loans			0.43				0.52				1.96				0.19				0.34				0.07				0.08
Allowance for loan losses as a percent of loans			1.55				1.22				1.62				1.14				1.14				1.14				0.92
Allowance for loan losses/nonperforming loans			1.94x				1.07x				0.82x				1.88x				2.10x				2.55x				10.96x
Share Data:
Basic earnings (loss) per common share		$	0.73			$	0.32			$	(1.52	)		$	2.08			$	1.47			$	1.32			$	1.16
Diluted earnings (loss) per common share			0.73				0.32				(1.52	)			2.06				1.44				1.29				1.10
Dividends per common share			0.48				0.48				0.64				0.63				0.58				0.56				0.52
Book value per share			27.28				29.46				27.64				30.33				31.15				29.63				28.81
Market price at period end			18.96				21.94				20.68				30.86				26.00				33.46				33.50
Weighted average common shares outstanding – basic			13,852				12,977				13,189				10,700				9,223				8,538				7,122
Weighted average common shares outstanding – diluted			13,883				13,145				13,189				10,791				9,370				8,730				7,503
Full Service Offices:			41				39				40				39				38				27				24

Note: All performance ratios are based on average balance sheet amounts where applicable.

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SELECTED HISTORICAL FINANCIAL AND OTHER DATA OF ROME BANCORP, INC.

		At September 30, 2010				At December 31,
						2009				2008				2007
		(in thousands)
Selected Financial Condition Data:
Total assets		$	331,607			$	329,922			$	337,886			$	318,131
Loans, net			275,238				285,617				298,453				281,042
Securities			18,065				14,677				8,588				6,165
Total cash and cash equivalents			15,998				7,574				9,579				8,018
Total deposits			226,877				216,639				205,932				203,032
Borrowings			37,873				47,869				66,324				40,333
Total equity			61,819				60,365				60,344				69,037
Allowance for loan losses			2,595				2,132				1,936				1,910
Non-performing loans			2,072				1,915				1,273				1,003
Non-performing assets			2,072				1,915				1,604				1,100

		For the Nine Months Ended September 30,								For the Years Ended December 31,
		2010				2009				2009				2008				2007
		(in thousands)
Selected Operating Data:
Interest income		$	12,637			$	12,996			$	17,291			$	17,954			$	17,919
Interest expense			2,300				3,259				4,250				4,887				4,798
Net interest income			10,337				9,737				13,041				13,067				13,121
Provision for loan losses			540				200				300				300				50
Net interest income after provision for loan losses			9,797				9,537				12,741				12,767				13,071
Non-interest income:
Service charges and other income			1,997				1,806				2,449				2,209				2,152
Net gain (loss) on securities and real estate transactions			574				26				73				(265	)			11
Total non-interest income			2,571				1,832				2,522				1,944				2,163
Total non-interest expense			8,417				8,010				10,689				10,410				10,572
Income before income taxes			3,951				3,359				4,574				4,301				4,662
Income taxes			1,272				1,096				1,487				1,396				1,608
Net income		$	2,679			$	2,263			$	3,087			$	2,905			$	3,054

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		At or For the Nine Months Ended September 30,								At or for the Years Ended December 31,
		2010				2009				2009				2008				2007
Selected Financial Ratios and Other Data
Performance Ratios:
Basic earnings per share		$	0.41			$	0.34			$	0.47			$	0.42			$	0.39
Diluted earnings per share		$	0.41			$	0.34			$	0.47			$	0.41			$	0.39
Return on average assets			1.09	%			0.90	%			0.92	%			0.89	%			1.00	%
Return on average equity			5.97	%			5.14	%			5.27	%			4.47	%			4.14	%
Net interest rate spread (tax equivalent)			4.29	%			3.83	%			3.85	%			3.90	%			4.06	%
Net interest margin (tax equivalent)			4.61	%			4.23	%			4.24	%			4.40	%			4.74	%
Non-interest expense to average assets			3.43	%			3.19	%			3.18	%			3.18	%			3.45	%
Efficiency ratio(1)			68.23	%			69.33	%			68.95	%			68.04	%			68.99	%
Average interest earning assets to average interest-bearing liabilities			131.33	%			128.25	%			128.39	%			130.86	%			139.84	%
Capital Ratios:
Average equity to average assets			18.27	%			17.56	%			17.46	%			19.84	%			24.09	%
Equity to total assets at end of period			18.64	%			17.81	%			18.30	%			17.86	%			21.70	%
Book value per share		$	9.12			$	8.75			$	8.88			$	8.55			$	8.86
Regulatory Capital Ratios:
Core capital (Tier 1 capital)(2)			17.25	%			15.58	%			16.27	%			17.15	%			20.24	%
Total risk-based capital(2)			23.78	%			22.51	%			23.04	%			24.45	%			27.73	%
Asset Quality Ratios:
Nonperforming loans as percent of loans			0.75	%			0.62	%			0.67	%			0.42	%			0.35	%
Nonperforming assets as percent of total assets			0.62	%			0.53	%			0.58	%			0.47	%			0.35	%
Allowance for loan losses as a percent of loans			0.93	%			0.72	%			0.74	%			0.64	%			0.68	%
Allowance for loan losses as a percent of non-performing loans			125.2	%			115.9	%			111.4	%			152.1	%			190.4	%
Other Data:
Number of:
Deposit accounts			34,253				34,968				34,618				35,159				35,484
Full service offices			5				5				5				5				5

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UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED FINANCIAL INFORMATION RELATING TO THE ROME BANCORP, INC. AND LEGACY BANCORP, INC. MERGERS

The unaudited pro forma combined condensed consolidated financial information has been prepared using the acquisition method of accounting, giving effect to the proposed mergers of Berkshire Hills with Rome Bancorp and with Legacy Bancorp, Inc. The unaudited pro forma combined condensed consolidated statement of financial condition combines the historical financial information of Berkshire Hills, Rome Bancorp, and Legacy Bancorp, Inc. as of September 30, 2010 and assumes that the proposed mergers were completed on that date. The unaudited pro forma combined condensed consolidated statements of operations combine the historical financial information of Berkshire Hills, Rome Bancorp, and Legacy Bancorp, Inc. and give effect to the mergers as if they had been completed as of January 1, 2009. The unaudited pro forma combined condensed consolidated financial information is presented for illustrative purposes only and is not necessarily indicative of the results of operations or financial condition had the mergers been completed on the dates described above, nor is it necessarily indicative of the results of operations in future periods or the future financial position of the combined entities. The financial information should be read in conjunction with the accompanying Notes to the Unaudited Pro Forma Combined Condensed Consolidated Financial Information. Certain reclassifications have been made to Rome Bancorp’s and Legacy Bancorp, Inc.’s historical financial information in order to conform to Berkshire Hills’ presentation of financial information.

The value of Berkshire Hills common stock issued in connection with these mergers will be based on the closing price of Berkshire Hills common stock on the dates the mergers are completed. It is anticipated that the merger with Rome Bancorp will be completed near the end of the first quarter of 2011 and that the merger with Legacy Bancorp, Inc. will be completed near the end of the second quarter of 2011. There can be no assurance that the mergers will be completed as anticipated. For purposes of the pro forma financial information, the fair value of Berkshire Hills common stock to be issued in connection with the Rome Bancorp merger was based on the $18.78 closing price of the stock on October 11, 2010, which was the last closing price before the Agreement and Plan of Merger was executed. The fair value of Berkshire Hills common stock to be issued in connection with the Legacy Bancorp, Inc. merger was based on the $20.75 average closing price of the stock for the ten day period ending December 15, 2010, which was shortly prior to the date of the execution of the Agreement and Plan of Merger on December 21, 2010.

The pro forma financial information includes estimated adjustments to record assets and liabilities of Rome Bancorp and Legacy Bancorp, Inc. at their respective fair values and represents the pro forma estimates by Berkshire Hills based on available fair value information as of the dates of the respective Agreements and Plans of Merger.

The pro forma adjustments included herein are subject to change depending on changes in interest rates and the components of assets and liabilities and as additional information becomes available and additional analyses are performed. The final allocation of the purchase price for each merger will be determined after each merger is completed and after completion of thorough analyses to determine the fair value of Rome Bancorp’s and Legacy Bancorp, Inc.’s tangible and identifiable intangible assets and liabilities as of the dates the mergers are completed. Increases or decreases in the estimated fair values of the net assets as compared with the information shown in the unaudited pro forma combined condensed consolidated financial information may change the amount of the purchase price allocated to goodwill and other assets and liabilities and may impact Berkshire Hills’ statement of operations due to adjustments in yield and/or amortization of the adjusted assets or liabilities. Any changes to Rome Bancorp’s or Legacy Bancorp, Inc.’s stockholders’ equity, including results of operations from September 30, 2010 through the dates the mergers are completed, will also change the purchase price allocation, which may include the recording of a lower or higher amount of goodwill. The final adjustments may be materially different from the unaudited pro forma adjustments presented herein.

Berkshire Hills anticipates that the mergers with Rome Bancorp and Legacy Bancorp, Inc. will provide the combined company with financial benefits that include reduced operating expenses. Berkshire Hills expects to realize cost savings approximating 35% of the anticipated non-interest expense of Rome Bancorp and approximating 42% of the anticipated non-interest expense of Legacy Bancorp, Inc. These cost savings are not included in these pro forma statements and there can be no assurance that the expected cost savings will be

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realized. The pro forma information, while helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not reflect the benefits of expected cost savings or opportunities to earn additional revenue and, accordingly, does not attempt to predict or suggest future results. It also does not necessarily reflect what the historical results of the combined company would have been had our companies been combined during these periods.

The unaudited pro forma combined condensed consolidated financial information has been derived from and should be read in conjunction with the historical consolidated financial statements and the related notes of Berkshire Hills and Rome Bancorp, which are incorporated in this joint proxy statement/prospectus by reference. See “Where You Can Find More Information” on page 107.

The unaudited pro forma stockholders’ equity and net income (loss) are qualified by the statements set forth under this caption and should not be considered indicative of the market value of Berkshire Hills common stock or the actual or future results of operations of Berkshire Hills for any period. Actual results may be materially different than the pro forma information presented.

Unaudited Combined Condensed Pro Forma Consolidated Statement of Financial Condition
As of September 30, 2010

						Rome Merger												Legacy Merger
(In thousands, except share data)		Berkshire				Rome				Pro Forma Merger Adjustments				Berkshire/ Rome Pro Forma				Legacy				Pro Forma Merger Adjustments				Berkshire/Rome/Legacy Pro Forma
Assets
Cash and cash equivalents		$	38,382			$	15,998			$	(6,786	)(1)		$	47,594			$	32,523			$	(15,253	)(1)		$	64,864
Securities			413,207				18,065				(22,077	)(2)			409,195				219,261				(21,950	)(2)			606,506
Total loans			2,054,109				277,833				(5,239	)(3)			2,326,703				653,209				(22,300	)(3)			2,957,612
Less: Allowance for loan losses			(31,836	)			(2,595	)			2,595	(3)			(31,836	)			(9,375	)			9,375	(3)			(31,836	)
Net loans			2,022,273				275,238				(2,644	)			2,294,867				643,834				(12,925	)			2,925,776
Goodwill			161,725				—				8,471	(4)			170,196				11,558				8,736	(4)			190,490
Other identifiable intangible assets			12,071				—				5,175	(5)			17,246				3,676				11,196	(5)			32,118
Total intangible assets			173,796				—				13,646				187,442				15,234				19,932				222,608
Other assets			150,781				22,306				1,396	(6)			174,483				61,188				10,038	(6)			245,709
Total assets		$	2,798,439			$	331,607			$	(16,465	)		$	3,113,581			$	972,040			$	(20,158	)		$	4,065,463
Liabilities
Total deposits		$	2,068,747			$	226,877			$	528	(7)		$	2,296,152			$	694,998			$	5,207	(7)		$	2,996,357
Total borrowings			309,276				37,873				1,397	(8)			348,546				150,359				11,442	(8)			510,347
Other liabilities			37,501				5,038				—				42,539				9,238				—				51,777
Total liabilities			2,415,524				269,788				1,925				2,687,237				854,595				16,649				3,558,481
Total stockholders’ equity			382,915				61,819				(18,390	)(9)			426,344				117,445				(36,807	)(9)			506,982
Total liabilities and stockholders’ equity		$	2,798,439			$	331,607			$	(16,465	)		$	3,113,581			$	972,040			$	(20,158	)		$	4,065,463

The accompanying notes are an integral part of these consolidated financial statements.

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Unaudited Pro Forma Combined Condensed Consolidated Statement of Operations
For the Nine Months Ended September 30, 2010

						Rome Merger												Legacy Merger
(In thousands, except share data)		Berkshire Historical				Rome Historical				Pro forma Merger Adjustments				Pro forma Combined Berkshire/ Rome				Legacy Historical				Pro forma Merger Adjustments				Pro forma Combined Berkshire/Rome/Legacy
Interest and dividend income
Loans		$	73,354			$	12,125			$	554	(10)		$	86,033			$	27,328			$	1,221	(10)		$	114,582
Securities and other			10,554				512				(117	)(10)			10,949				3,960				—	(10)			14,909
Total interest and dividend income			83,908				12,637				437				96,982				31,288				1,221				129,491
Interest expense
Deposits			20,195				1,398				(132	)(10)			21,461				6,910				(1,041	)(10)			27,330
Borrowings			6,861				902				(349	)(10)			7,414				4,272				(3,433	)(10)			8,253
Total interest expense			27,056				2,300				(481	)			28,875				11,182				(4,474	)			35,583
Net interest income			56,852				10,337				918				68,107				20,106				5,695				93,908
Total non-interest income			23,376				2,571				—	(11)			25,947				5,663				—	(11)			31,610
Total net revenue			80,228				12,908				918				94,054				25,769				5,695				125,518
Provision for loan losses			6,526				540				—	(12)			7,066				8,350				—	(12)			15,416
Total non-interest expense			60,314				8,417				1,010	(13)			69,741				22,574				2,131	(13)			94,446
Income (loss) before income taxes			13,388				3,951				(92	)			17,248				(5,155	)			3,564				15,656
Income tax expense (benefit)			3,220				1,272				(38	)(14)			4,454				(1,756	)			1,479	(14)			4,177
Net income (loss)		$	10,168			$	2,679			$	(54	)		$	12,793			$	(3,399	)		$	2,085			$	11,479
Earnings (loss) per common share:
Basic		$	0.73			$	0.41							$	0.78			$	(0.42	)						$	0.55
Diluted		$	0.73			$	0.41							$	0.78			$	(0.42	)						$	0.55
Weighted average common shares outstanding:
Basic			13,852				6,520				(3,902	)(15)			16,470				8,015				(3,660	)(15)			20,825
Diluted			13,883				6,520				(3,902	)(15)			16,501				8,015				(3,660	)(15)			20,856

The accompanying notes are an integral part of these consolidated financial statements.

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Unaudited Pro Forma Combined Condensed Consolidated Statement of Operations
For the Year Ended December 31, 2009

						Rome Merger												Legacy Merger
(In thousands, except share data)		Berkshire Historical				Rome Historical				Pro forma Merger Adjustments				Pro forma Combined Berkshire/Rome				Legacy Historical				Pro forma Merger Adjustments				Pro forma Combined Berkshire/Rome/Legacy
Interest and dividend income
Loans		$	101,705			$	16,763			$	612	(10)		$	119,080			$	38,849			$	2,128	(10)		$	160,057
Securities and other			13,771				528				(194	)(10)			14,105				6,969				—	(10)			21,074
Total interest and dividend income			115,476				17,291				418				133,185				45,818				2,128				181,131
Interest expense
Deposits			32,614				2,426				(352	)(10)			34,688				11,071				(4,166	)(10)			41,593
Borrowings			13,266				1,824				(698	)(10)			14,392				7,277				(4,577	)(10)			17,092
Total interest expense			45,880				4,250				(1,050	)			49,080				18,348				(8,743	)			58,685
Net interest income			69,596				13,041				1,468				84,105				27,470				10,871				122,446
Total non-interest income			28,989				2,522				—	(11)			31,511				(4,613	)			—	(11)			26,898
Total net revenue			98,585				15,563				1,468				115,616				22,857				10,871				149,344
Provision for loan losses			47,730				300				—	(12)			48,030				4,883				—	(12)			52,913
Total non-interest expense			78,571				10,689				1,490	(13)			12,179				28,832				3,355	(13)			44,366
(Loss) income before income taxes			(27,716	)			4,574				(22	)			(23,164	)			(10,858	)			7,516				(26,506	)
Income tax (benefit) expense			(11,649	)			1,487				(9	)(14)			(10,171	)			(3,060	)			3,119	(14)			(10,112	)
Net (loss) income		$	(16,067	)		$	3,087			$	(13	)		$	(12,993	)		$	(7,798	)		$	4,397			$	(16,394	)
Less: Cumulative preferred stock dividend and accretion			1,030				—				—				1,030				—				—				1,030
Less: Deemed dividend resulting from preferred stock repayment			2,954				—				—				2,954				—				—				2,954
Net (loss) income available to common stockholders		$	(20,051	)		$	3,087			$	(13	)		$	(16,977	)		$	(7,798	)		$	4,397			$	(20,378	)
(Loss) earnings per common share:
Basic		$	(1.52	)		$	0.47							$	(1.07	)		$	(0.98	)						$	(1.01	)
Diluted		$	(1.52	)		$	0.47							$	(1.07	)		$	(0.98	)						$	(1.01	)
Weighted average common shares outstanding:
Basic			13,189				6,593				(3,975	)(15)			15,807				7,977				(3,622	)(15)			20,162
Diluted			13,189				6,593				(3,975	)(15)			15,807				7,977				(3,622	)(15)			20,162

The accompanying notes are an integral part of these consolidated financial statements.

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NOTES TO THE UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED FINANCIAL INFORMATION

Note A — Basis of Presentation

The unaudited pro forma combined condensed consolidated financial information and explanatory notes show the impact on the historical financial condition and results of operations of Berkshire Hills resulting from the proposed mergers with Rome Bancorp and Legacy Bancorp, Inc. under the acquisition method of accounting. Under the acquisition method of accounting, the assets and liabilities of Rome Bancorp and Legacy Bancorp, Inc. are recorded by Berkshire Hills at their respective fair values as of the date each merger is completed. The unaudited pro forma combined condensed consolidated statement of financial condition combines the historical financial information of Berkshire Hills, Rome Bancorp, and Legacy Bancorp, Inc. as of September 30, 2010, and assumes that the proposed mergers were completed on that date. The unaudited pro forma combined condensed consolidated statements of operations give effect to the proposed Rome Bancorp merger and the proposed Legacy Bancorp, Inc. merger as if both mergers had been completed on January 1, 2009.

As the mergers are recorded using the acquisition method of accounting, all loans are recorded at fair value, including adjustments for credit, and no allowance for credit losses is carried over to Berkshire Hills’ statement of financial condition. In addition, certain anticipated nonrecurring costs associated with the mergers such as severance, professional fees, legal fees, and conversion related expenditures are not reflected in the pro forma statements of operations.

While the recording of the acquired loans at their fair value will impact the prospective determination of the provision for loan losses and the allowance for loan losses, for purposes of the unaudited pro forma combined condensed consolidated statement of operations for the nine months ended September 30, 2010 and the year ended December 31, 2009, we assumed no adjustments to the historical amount of Rome Bancorp’s or Legacy Bancorp, Inc.’s provision for credit losses. If such adjustments were estimated, there could be a reduction, which could be significant, to the historical amounts of Rome Bancorp’s or Legacy Bancorp, Inc.’s provision for loan losses presented.

The historical financial results of Berkshire Hills include $4.0 million of preferred stock dividends and discount accretion. These amounts relate to Berkshire Hills’ participation in the U.S. Department of the Treasury’s Capital Purchase Program, which participation was ended with the repayment of the preferred stock and the repurchase of common stock warrants in the second quarter of 2009.

Note B — Accounting Policies and Financial Statement Classifications

The accounting policies of Rome Bancorp and Legacy Bancorp, Inc. are in the process of being reviewed in detail by Berkshire Hills. On completion of such review, conforming adjustments or financial statement reclassifications may be determined.

Note C — Merger and Acquisition Integration Costs

In connection with the proposed mergers, the plans to integrate the operations of Berkshire Hills with those of Rome Bancorp and Legacy Bancorp, Inc. are still being developed. The specific details of these plans will continue to be refined over the next several months, and will include assessing personnel, benefit plans, premises, equipment, and service contracts to determine where there may be potential advantages in eliminating redundancies. Certain decisions arising from these assessments may involve involuntary termination of employees, vacating leased premises, changing information systems, canceling contracts with certain service providers and selling or otherwise disposing of certain premises, furniture and equipment. Berkshire Hills expects to incur merger related costs including professional fees, legal fees, system conversion costs, and costs related to communications with customers and others. To the extent there are costs associated with these actions, the costs will be recorded based on the nature of the cost and timing of these integration actions.

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Note D — Estimated Annual Cost Savings

Berkshire Hills expects to realize annualized cost savings of approximately $3.8 million (35%) of Rome Bancorp’s expected non-interest expense and $11.1 million (42%) of Legacy Bancorp, Inc.’s expected non-interest expenses following the mergers. Berkshire Hills expects to achieve approximately 75% of the anticipated annualized savings related to Rome Bancorp in 2011 and 100% of the anticipated annualized savings thereafter. Berkshire Hills expects to achieve approximately 25% of the anticipated annualized savings related to Legacy Bancorp, Inc. in 2011 and 100% of the anticipated annualized savings thereafter. These cost savings are not reflected in the pro forma financial information and there can be no assurance they will be achieved in the amount or manner currently contemplated.

Note E — Divestiture of Deposits of Legacy Bancorp, Inc.

The merger with Legacy Bancorp, Inc. is expected to require a divestiture of deposits in order to satisfy federal regulations. The actual amount of the deposits to be divested (if any) will be determined by federal regulatory authorities during the merger approval process. Due to the uncertainty of the divestiture requirement, there have been no adjustments recorded in the statement of financial condition or in the statements of operations. Berkshire Hills anticipates that a potential divestiture amount of $200 million might be required and that the divestiture date would be shortly after the effective date of the Legacy Bancorp, Inc. merger. It is anticipated that the divestiture would involve the sale of certain Legacy Bancorp, Inc. branches and that these sales would include the sale of loans totaling approximately $140 million and securities totaling approximately $56 million. It is anticipated that the potential branch divestiture would be priced at a premium of 3.5% of deposits, resulting in a one-time gain of approximately $7 million before tax and $4 million after tax. This sale would reduce annualized interest income at an assumed amount equivalent to approximately 5.7% of the sold loans and 3.0% of the divested investment securities. Interest expense is assumed to be reduced by approximately 1.20% of the divested deposits. Non-interest income is assumed to decrease by approximately 0.2% of the divested deposits, and non-interest expense is assumed to decrease by approximately 0.7% of the divested deposits. The resulting annualized anticipated reduction in income would approximate $6.3 million on a pre-tax basis and $3.7 million after tax. Because the specific divestiture amounts have not been determined, these anticipated impacts are not included as adjustments in the pro forma financial statements and actual divestiture amounts and related impacts may differ from those contemplated herein.

Note F — Pro Forma Adjustments

The following pro forma adjustments have been reflected in the unaudited pro forma combined condensed consolidated financial information. All adjustments are based on current assumptions and valuations, which are subject to change.

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Equity and Goodwill Adjustment Detail For Rome Bancorp:
Equity adjustment:
Fair value of Berkshire Hills common shares to be issued		$	49,162	(a)
Elimination of Rome Bancorp stockholders’ equity			(61,819	)
After tax integration expenses charged against cash and equivalents			(5,733	)
Total stockholders’ equity adjustment		$	(18,390	)
Goodwill adjustment:
Fair value of Berkshire Hills common shares to be issued		$	49,162	(a)
Cash payments to Rome Bancorp stockholders			22,307 (b)
Value of Rome Bancorp options			354 (c)
Total consideration		$	71,823
Carrying value of Rome Bancorp net assets at September 30, 2010		$	61,819
Fair value adjustments (debit/(credit))
Investment securities			583
Loans, net			(2,644	)
Identifiable intangible assets – core deposit intangible			5,175
Certificates of deposit			(528	)
Borrowings			(1,396	)
Other assets			1,200
Net adjustments to deferred tax assets			(857	)
Total fair value adjustments			1,533
Fair value of net assets acquired at September 30, 2010		$	63,352
Excess of consideration paid over fair value of net assets acquired (goodwill)		$	8,471

(a) Berkshire Hills common stock issued to Rome Bancorp stockholders is calculated as follows:
Rome Bancorp common shares outstanding as of June 30, 2010:
Issued			9,896
Less treasury shares			(3,118	)
Less pro forma unallocated ESOP shares to be rescinded as a result of the merger			(168	)
Pro forma outstanding Rome Bancorp shares to be exchanged for Berkshire Hills consideration			6,610
Stock portion of consideration			70	%
Pro forma outstanding Rome Bancorp shares to be exchanged for Berkshire Hills stock consideration			4,627
Multiplied by exchange ratio			0.5658
Berkshire Hills common shares to be issued			2,618
Closing price per share of Berkshire Hills stock on October 11, 2011		$	18.78
Fair value of Berkshire Hills common shares to be issued		$	49,162

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(b) The cash portion of the consideration to stockholders is calculated as follows:
Pro forma outstanding Rome Bancorp shares to be exchanged for Berkshire Hills consideration			6,610
Cash portion of consideration			30	%
Pro forma outstanding Rome Bancorp shares to be exchanged for Berkshire Hills cash consideration			1,983
Cash value per share exchanged		$	11.25
Total cash consideration		$	22,307

Equity and Goodwill Adjustment Detail For Legacy:

Equity adjustment:
Fair value of Berkshire Hills common shares to be issued		$	90,367	(a)
Fair value of Legacy Bancorp, Inc. stock options converted to Berkshire Hills options			1,070 (c)
Gain on Legacy Bancorp, Inc. stock owned by Berkshire Hills, recorded in income			1,451 (d)
Elimination of Legacy Bancorp, Inc. stockholders’ equity			(117,445	)
After tax integration expenses charged against cash and equivalents			(12,250	)
Total stockholders’ equity adjustment		$	(36,807	)
Goodwill adjustment:
Fair value of Berkshire Hills common shares to be issued		$	90,367 (a)
Cash payments to Legacy Bancorp, Inc. stockholders			10,041 (b)
Fair value of Legacy Bancorp, Inc. stock options converted to Berkshire Hills options			1,070 (c)
Cash payments for Legacy Bancorp, Inc. stock options being canceled			1,269 (c)
Cost of Legacy Bancorp, Inc. shares previously purchased by Berkshire Hills			3,640 (d)
Gain on Legacy Bancorp, Inc. stock owned by Berkshire Hills, recorded in income			1,451 (d)
Total consideration		$	107,837
Carrying value of Legacy Bancorp, Inc. net assets at September 30, 2010		$	117,445
Fair value adjustments (debit/(credit))
Write off of Legacy Bancorp, Inc. goodwill			(11,558	)
Write off of Legacy Bancorp, Inc. other identifiable intangibles			(3,676	)
Investment securities			(7,000	)
Loans, net			(12,925	)
Identifiable intangible assets			14,872
Certificates of deposit			(5,207	)
Borrowings			(11,442	)
Other assets			7,000
Net adjustments to deferred tax assets			34
Total fair value adjustments			(29,902	)
Fair value of net assets acquired at September 30, 2010		$	87,543
Excess of consideration paid over fair value of net assets acquired (goodwill)		$	20,294

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(a) Berkshire Hills common stock issued for Legacy Bancorp, Inc. is calculated as follows:
Legacy Bancorp, Inc. common shares outstanding as of September 30, 2010:
Issued			10,309
Less treasury shares			(1,655	)
Less pro forma unallocated ESOP shares to be rescinded as a result of the merger			(538	)
Less Legacy Bancorp, Inc. shares owned by Berkshire Hills			(392	)
Pro forma outstanding Legacy Bancorp, Inc. shares to be exchanged for Berkshire Hills consideration			7,723.720
Multiplied by exchange ratio			0.56385
Berkshire Hills common shares to be issued			4,355
Average closing price per share of Berkshire Hills stock for ten days ended December 15, 2010		$	20.75
Fair value of Berkshire Hills common shares to be issued		$	90,367
(b) The cash portion of the merger consideration is calculated as follows:
Pro forma outstanding Legacy Bancorp, Inc. shares to be exchanged for Berkshire Hills consideration			7,723.720
Cash consideration per share of outstanding Legacy Bancorp, Inc. shares		$	1.30
Total cash consideration		$	10,041

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Note G — Effect of Hypothetical Adjustments on Rome Bancorp’s and Legacy Bancorp, Inc.’s Historical Financial Statements

The unaudited pro forma combined condensed consolidated statement of operations presents the pro forma results assuming both the Rome Bancorp and Legacy Bancorp, Inc. mergers occurred on January 1, 2009. As required by Regulation S-X Article 11, the pro forma financial statements for the nine months ended September 30, 2010 and for the year ended December 31, 2009 do not reflect any adjustments to eliminate Rome Bancorp’s or Legacy Bancorp, Inc.’s historical provision for credit losses.

Both Rome Bancorp’s and Legacy Bancorp, Inc.’s provision for credit losses for the periods presented relate to loans that Berkshire Hills is required to initially record at fair value. Such fair value adjustments include a component related to the expected credit losses on those loan portfolios. Berkshire Hills believes that these provisions would not have been recorded in Berkshire Hills’ combined consolidated financial statements for the periods presented had the mergers been completed on January 1, 2009.

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COMPARATIVE PRO FORMA PER SHARE DATA

The following table summarizes selected share and per share information about Berkshire Hills, Rome Bancorp, and Legacy Bancorp, Inc. giving effect to the mergers (which we refer to as “pro forma” information). The data in the table should be read together with the financial information and the financial statements of Berkshire Hills, Rome Bancorp, and Legacy Bancorp, Inc. incorporated by reference or included in this proxy statement/prospectus. The pro forma information is presented as an illustration only. The data does not necessarily indicate the combined financial position per share or combined results of operations per share that would have been reported if the mergers had occurred when indicated, nor is the data a forecast of the combined financial position or combined results of operations for any future period.

The information about book value per share and shares outstanding assumes that the mergers took place as of September 30, 2010 and December 31, 2009 and is based on the assumptions set forth in the preceding unaudited pro forma combined consolidated statements of financial condition. The information about dividends and earnings per share assumes that the mergers took place as of January 1, 2009 and is based on the assumptions set forth in the preceding unaudited pro forma combined consolidated statements of operations. No pro forma adjustments have been included in these statements of operation which reflect potential effects of the mergers related to integration expenses, cost savings or operational synergies which are expected to be obtained by combining the operations of Berkshire Hills, Rome Bancorp, and Legacy Bancorp, Inc., or the costs of combining the companies and their operations. It is further assumed that Berkshire Hills will pay a cash dividend after the completion of the merger at the annual rate of $0.64 per share. The actual payment of dividends is subject to numerous factors, and no assurance can be given that Berkshire Hills will pay dividends following the completion of the merger or that dividends will not be reduced in the future.

(Shares and Stockholders’ Equity in thousands)		Berkshire				Rome				Berkshire/Rome Pro Forma Combined(1)(2)(3)				Berkshire/Rome Pro Forma Equivalent Shares(4)				Legacy				Rome/Legacy Pro Forma Combined(1)(2)(3)(4)				Rome/Legacy Pro Forma Equivalent Shares(4)
Book value per share:
September 30, 2010		$	27.28			$	9.12			$	25.60			$	14.48			$	13.57			$	24.13			$	13.65
December 31, 2009		$	27.64			$	8.88			$	25.89			$	14.65			$	13.89			$	24.35			$	13.78
Cash dividends paid per common share:
Nine months ended September 30, 2010		$	0.48			$	0.27			$	0.48			$	0.27			$	0.15			$	0.48			$	0.27
Year ended December 31, 2009		$	0.64			$	0.34			$	0.64			$	0.36			$	0.20			$	0.64			$	0.36
Basic earnings (loss) per share from continuing operations:
Nine months ended September 30, 2010		$	0.73			$	0.41			$	0.78			$	0.44			$	(0.42	)		$	0.55			$	0.31
Year ended December 31, 2009		$	(1.52	)		$	0.47			$	(1.07	)		$	(0.61	)		$	(0.98	)		$	(1.01	)		$	(0.57	)
Diluted earnings (loss) per share from continuing operations:
Nine months ended September 30, 2010		$	0.73			$	0.41			$	0.78			$	0.44			$	(0.42	)		$	0.55			$	0.31
Year ended December 31, 2009		$	(1.52	)		$	0.47			$	(1.07	)		$	(0.61	)		$	(0.98	)		$	(1.01	)		$	(0.57	)
Note:
Shares outstanding:
September 30, 2010			14,036				6,778				16,654								8,653				21,009
December 31, 2009			13,916				6,800				16,534								8,734				20,889
Stockholders’ Equity
September 30, 2010		$	382,915			$	61,819			$	426,344							$	117,445			$	506,982
December 31, 2009		$	384,581			$	60,365			$	428,010							$	121,367			$	508,648