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BERKSHIRE HILLS
BANCORP
December 15, 2008
Mr. David B. Farrell
210 Rote Hill Road
Sheffield, MA 01257
Dear Dave,
I am pleased
to outline the details we have discussed for you to begin a
consulting arrangement
(the "Agreement") with Berkshire Hills Bancorp, Inc. and
its subsidiaries
(collectively,
the "Company")
effective December 15, 2008.
While in the consulting role, you will be working as an
independent
contractor
and will be ineligible
to participate
in any benefits
available to
Berkshire
employees. You will,
however, be entitled to reimbursement of reasonable
expenses. As we
discussed,
you will need to
resign your membership on the
Company's Audit
Committee and you
understand that you may no longer qualify as
an "independent"
director for three years subsequent to the termination of this
Agreement.
During the
term of this
agreement,
you will be working with confidential
information and trade
secrets belonging to
the Company. You
acknowledge
and
agree that all such
information is confidential and the exclusive property of
the Company and agree that you will never disclose to anyone,
either directly or
indirectly, during the
term of this Agreement
or at any time
thereafter, any
confidential information concerning the Com
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