As filed with the Securities and Exchange Commission on November 23, 2010.

Registration No. 333-_____

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

Form S-4

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

 

Berkshire Hills Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Delaware		6036		34-3510455
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

24 North Street Pittsfield, Massachusetts 01201 (413) 443-5601		Michael P. Daly President and Chief Executive Officer 24 North Street Pittsfield, Massachusetts 01201 (413) 443-5601
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)		(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to:

Lawrence M. F. Spaccasi Marc Levy Luse Gorman Pomerenk & Schick 5335 Wisconsin Avenue, N.W., Suite 780 Washington, D.C. 20015 (202) 274-2000 Facsimile: (202) 362-2902		Matthew Dyckman Rosemary Spaziani SNR Denton US LLP 1301 K Street, N.W. Washington, D.C. 20005 (202) 408-6400 Facsimile: (202) 408-6399

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement and the conditions to the consummation of the merger described herein have been satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o		Accelerated filer x		Non-accelerated filer o		Smaller reporting company o

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered		Amount to be registered				Proposed maximum offering price per share				Proposed maximum aggregate offering price				Amount of registration fee
Common Stock, $0.01 par value per share			2,684,317 shares	(1)		$	10.965	(2)		$	29,433,536	(2)		$	2,099	(3)

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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Information contained herein is subject to completion or amendment. A registration statement relating to the shares of Berkshire Hills Bancorp, Inc. common stock to be issued in the merger has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement become effective. This proxy statement/prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale is not permitted or would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

PRELIMINARY PROXY STATEMENT/PROSPECTUS		DATED NOVEMBER 23, 2010, SUBJECT TO COMPLETION

BERKSHIRE HILLS BANCORP, INC. LOGO      ROME BANCORP, INC. LOGO

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 __% of the combined company and Rome Bancorp, Inc. stockholders will own approximately __% of the combined company. Berkshire Hills Bancorp, Inc. common stock is listed on the Nasdaq Global Select Market under the symbol “BHLB.” On _______, 2010, the closing price of Berkshire Hills Bancorp, Inc. common stock was $_____. Berkshire Hills Bancorp, Inc. is offering approximately _______ 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.’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
[Date]
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		Charles M. Sprock
President and Chief Executive Officer		President and Chief Executive Officer
Berkshire Hills Bancorp, Inc.		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 _______
and first mailed to stockholders on or about _________

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 94.

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 ____________ 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 [Date]

A special meeting of stockholders of Rome Bancorp, Inc. will be held at 5:30 p.m., local time, on [Date] 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 [Record Date] 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.

Under Delaware law, if the merger is completed, Rome Bancorp, Inc. stockholders of record who do not vote to approve the merger agreement and otherwise comply with the applicable provisions of Delaware law pertaining to dissenters’ rights will be entitled to exercise dissenters’ rights and obtain payment in cash of the fair value of their shares of Rome Bancorp, Inc. common stock by following the procedures set forth in detail in the enclosed proxy statement/prospectus. 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
[Date]

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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
COMPARATIVE PER SHARE DATA			18
MARKET PRICE AND DIVIDEND INFORMATION			19
SPECIAL MEETING OF ROME BANCORP, INC. STOCKHOLDERS			20
RIGHTS OF DISSENTING STOCKHOLDERS			22
DESCRIPTION OF THE MERGER			26
DESCRIPTION OF BERKSHIRE HILLS BANCORP, INC. CAPITAL STOCK			65
COMPARISON OF RIGHTS OF STOCKHOLDERS			67
MANAGEMENT AND OPERATIONS AFTER THE MERGER			70
INFORMATION ABOUT ROME BANCORP, INC.			71
ADJOURNMENT OF THE SPECIAL MEETING			94
LEGAL MATTERS			94
EXPERTS			94
STOCKHOLDER PROPOSALS			94
WHERE YOU CAN FIND MORE INFORMATION			94
BERKSHIRE HILLS BANCORP, INC. FILINGS (FILE NO. 000-51584)			95
INDEX TO FINANCIAL STATEMENTS			F-1
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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[Proxy Solicitor Information]

Bank and brokers should call:
(___) __________

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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 Bancorp, Inc.’s common stock is listed on The NASDAQ Global Select Market under the symbol “BHLB.” Berkshire Hills Bancorp, Inc. 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 Bancorp, Inc. is also the holding company for Berkshire Insurance Group, an insurance agency in western Massachusetts. At September 30, 2010, Berkshire Hills Bancorp, Inc. had total assets of $2.8 billion, total deposits of $2.1 billion and total stockholders’ equity of $382.9 million.

Rome Bancorp, Inc.
100 W. Dominick Street
Rome, New York 13440
(508) 752-4800

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, Inc.’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, Inc. had total assets of $331.6 million, total deposits of $226.9 million and total stockholder’s equity of $61.8 million.

Special Meeting of Rome Bancorp, Inc. Stockholders; Required Vote (page 20)

A special meeting of Rome Bancorp, Inc. 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 [Date]. At the special meeting, you will be asked to vote on a proposal to approve the merger agreement between Rome Bancorp, Inc. and Berkshire Hills Bancorp, Inc. 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, Inc. stockholders of record as of the close of business on [Record Date] are entitled to notice of, and to vote at, the Rome Bancorp, Inc. 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, Inc. common stock entitled to vote. As of the record date, there were _________ shares of Rome Bancorp, Inc. common stock outstanding. The directors and executive officers of Rome Bancorp, Inc., as a group, beneficially owned _______ shares of Rome Bancorp, Inc. common stock, representing ____% of the outstanding shares of Rome Bancorp, Inc. common stock as of the record date and have agreed to vote their shares in favor of the merger at the special meeting.

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The Merger and the Merger Agreement (page 26)

Berkshire Hills Bancorp, Inc.’s acquisition of Rome Bancorp, Inc. is governed by a merger agreement. The merger agreement provides that, if all of the conditions are satisfied or waived, Rome Bancorp, Inc. will be merged with and into Berkshire Hills Bancorp, Inc., with Berkshire Hills Bancorp, Inc. 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, Inc. Stockholders Will Receive in the Consideration to be Received in the Merger (page 44)

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

Comparative Market Prices (page 0)

The following table shows the closing price per share of Berkshire Hills Bancorp, Inc. common stock and the equivalent price per share of Rome Bancorp, Inc. common stock, giving effect to the merger, on October 11, 2010, which is the last day on which shares of Berkshire Hills Bancorp, Inc. common stock traded preceding the public announcement of the proposed merger, and on [Record Date], the most recent practicable date prior to the mailing of this proxy statement/prospectus. The equivalent price per share of Rome Bancorp, Inc. common stock was computed by multiplying the price of a share of Berkshire Hills Bancorp, Inc. common stock by the 0.5658 exchange ratio. See “Description of the Merger — Consideration to be Received in the Merger” on page 44.

		Berkshire Hills Bancorp, Inc. Common Stock				Equivalent Price Per Share of Rome Bancorp, Inc. Common Stock
October 11, 2010		$	18.78			$	10.63
[Record Date]		$				$

Recommendation of Rome Bancorp, Inc. Board of Directors (page 0)

The Rome Bancorp, Inc. board of directors has unanimously approved the merger agreement and the proposed merger. The Rome Bancorp, Inc. 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, Inc. and its stockholders, and therefore unanimously recommends that Rome Bancorp, Inc. stockholders vote “FOR” the proposal to approve the merger agreement. In its reaching this decision, Rome Bancorp, Inc.’s board of directors considered a variety of factors, which are described in the section captioned “Description of the Merger — Rome Bancorp, Inc.’s Reasons for the Merger; Recommendation of the Rome Bancorp, Inc. Board of Directors” beginning on page 32.

The Rome Bancorp, Inc. board of directors unanimously recommends that Rome Bancorp, Inc. 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, Inc.’s Financial Advisor (page 37)

In deciding to approve the merger, one of the factors considered by Rome Bancorp, Inc.’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, Inc.’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, Inc. 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, Inc. has agreed to pay Sandler O’Neill a fee equal to one percent of the

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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 51)

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 Bancorp, Inc. filed the required applications on November 17, 2010. As of the date of this document, Berkshire Hills Bancorp, Inc. has not received any approvals from those regulators. While Berkshire Hills Bancorp, Inc. does not know of any reason why it would not be able to obtain approval in a timely manner, Berkshire Hills Bancorp, Inc. cannot be certain when or if it will receive regulatory approval.

Conditions to Completing the Merger (page 57)

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

Terminating the Merger Agreement (page 63)

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

Berkshire Hills Bancorp, Inc. may also terminate the merger agreement if Rome Bancorp, Inc. 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, Inc. 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 Bancorp, Inc.

Termination Fee (page 63)

Under certain circumstances described in the merger agreement, Berkshire Hills Bancorp, Inc. may demand from Rome Bancorp, Inc. a $3.5 million termination fee in connection with the termination of the merger agreement. See “Description of the Merger — Termination Fee” on page 63 for a list of the circumstances under which a termination fee is payable.

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Interests of Certain Persons in the Merger that are Different from Yours (page 52)

In considering the recommendation of the board of directors of Rome Bancorp, Inc. to adopt the merger agreement, you should be aware that officers and directors of Rome Bancorp, Inc. 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, Inc. stockholders. These interests and agreements include:

Accounting Treatment of the Merger (page 47)

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 67)

When the merger is completed, Rome Bancorp, Inc. stockholders who are to receive shares of Berkshire Hills Bancorp, Inc. will become Berkshire Hills Bancorp, Inc. stockholders and their rights will be governed by Delaware law and by Berkshire Hills Bancorp, Inc.’s certificate of incorporation and bylaws. See “Comparison of Rights of Stockholders” beginning on page 67 for a summary of the material differences between the respective rights of Rome Bancorp, Inc. and Berkshire Hills Bancorp, Inc. stockholders.

Rights of Dissenting Stockholders (page 22)

Rome Bancorp, Inc. 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 Bancorp, Inc. 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 48)

The federal tax consequences of the merger to stockholders of Rome Bancorp, Inc. will depend primarily on whether they exchange their Rome Bancorp, Inc. common stock solely for Berkshire Hills Bancorp, Inc. common stock, solely for cash or for a combination of Berkshire Hills Bancorp, Inc. common stock and cash.

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Rome Bancorp, Inc. stockholders who exchange their shares solely for Berkshire Hills Bancorp, Inc. common stock should not recognize gain or loss except with respect to the cash they receive instead of a fractional share. Rome Bancorp, Inc. stockholders who exchange their shares solely for cash should recognize gain or loss on the exchange. Rome Bancorp, Inc. stockholders who exchange their shares for a combination of Berkshire Hills Bancorp, Inc. common stock and cash should recognize gain, but not any loss, on the exchange. The actual federal income tax consequences to Rome Bancorp, Inc. stockholders of electing to receive cash, Berkshire Hills Bancorp, Inc. common stock or a combination of cash and stock will not be ascertainable at the time Rome Bancorp, Inc. 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, Inc. stockholders. Determining the actual tax consequences of the merger to Rome Bancorp, Inc. stockholders can be complicated. Rome Bancorp, Inc. 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, Inc. stockholders in greater detail, please see the section “Description of the Merger — Material Tax Consequences of the Merger” beginning on page 48.

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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, Inc. stockholders may receive a form of consideration different from what they elect.

The consideration to be received by Rome Bancorp, Inc. stockholders in the merger is subject to the requirement that 70% of the shares of Rome Bancorp, Inc. common stock be exchanged for Berkshire Hills Bancorp, Inc. 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 Bancorp, Inc. 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 Bancorp, Inc. common stock might decrease after the merger.

Following the merger, many holders of Rome Bancorp, Inc. common stock will become stockholders of Berkshire Hills Bancorp, Inc. Berkshire Hills Bancorp, Inc. common stock could decline in value after the merger. For example, during the twelve-month period ending on [Record Date] (the most recent practicable date before the printing of this proxy statement/prospectus), the price of Berkshire Hills Bancorp, Inc. common stock varied from a low of $_____ to a high of $_____ and ended that period at $_____. The market value of Berkshire Hills Bancorp, Inc. common stock fluctuates based upon general market economic conditions, Berkshire Hills Bancorp, Inc.’s business and prospects and other factors.

Berkshire Hills Bancorp, Inc. may be unable to successfully integrate Rome Bancorp, Inc.’s operations and retain Rome Bancorp, Inc.’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, Inc. who are expected to be retained by Berkshire Hills Bancorp, Inc. Berkshire Hills Bancorp, Inc. may not be successful in retaining these employees for the time period necessary to successfully integrate Rome Bancorp, Inc.’s operations with those of Berkshire Hills Bancorp, Inc. 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 Bancorp, Inc. 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, Inc.

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

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

You should be aware that the directors and officers of Rome Bancorp, Inc. have interests in the merger that are different from, or in addition to, the interests of Rome Bancorp, Inc. 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, Inc. 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, Inc. for events occurring before the merger; and the establishment of an advisory board of directors comprised of Rome Bancorp, Inc. 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 52.

Multiple lawsuits have been filed against Rome Bancorp, Inc. and Berkshire Hills Bancorp, Inc. 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.

Both Rome Bancorp, Inc. and Berkshire Hills Bancorp, Inc. are named as defendants in purported class action lawsuits brought by Rome Bancorp, Inc. 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 64 for more information about the purported class action lawsuits related to the merger that has 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, Inc. 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, Inc. 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 “The Merger — Election Procedures; Surrender of Stock Certificates” on page 46. The election deadline will be the later of the day of the Rome Bancorp, Inc. 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, Inc. 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, Inc. common stock for any reason until you receive cash and/or Berkshire Hills Bancorp, Inc. common stock following completion of the merger. Similarly, holders of book-entry shares of Rome Bancorp, Inc. 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, Inc. or Berkshire Hills Bancorp, Inc. common stock may decrease, and you might otherwise want to sell your shares of Rome Bancorp, Inc. 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 Bancorp, Inc. and Rome Bancorp, Inc.

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

In addition, if the merger is not completed, Berkshire Hills Bancorp, Inc. and/or Rome Bancorp, Inc. may experience negative reactions from the financial markets and from their respective customers and employees. Berkshire Hills Bancorp, Inc. and/or Rome Bancorp, Inc. also could be subject to litigation related to any failure to complete the merger or to enforcement proceedings commenced against Berkshire Hills Bancorp, Inc. or Rome Bancorp, Inc. to perform their respective obligations under the merger agreement. If the merger is not completed, Berkshire Hills Bancorp, Inc. and Rome Bancorp, Inc. 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 Bancorp, Inc. and/or Rome Bancorp, Inc.

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

Following completion of the merger, Rome Bancorp, Inc. stockholders who receive the stock consideration will no longer be stockholders of Rome Bancorp, Inc., a Delaware corporation, but will instead be stockholders of Berkshire Hills Bancorp, Inc., a Delaware corporation. There will be important differences between your current rights as a Rome Bancorp, Inc. stockholder and the rights to which you swill be entitled as a Berkshire Hills Bancorp, Inc. stockholder. See “Comparison of Rights of Stockholders” beginning on page 67 for a discussion of the different rights associated with Berkshire Hills Bancorp, Inc. common stock and Rome Bancorp, Inc. common stock.

The fairness opinion obtained by Rome Bancorp, Inc. 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, Inc. 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, Inc. 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 Bancorp, Inc. or Rome Bancorp, Inc., 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 Bancorp, Inc. and Rome Bancorp, Inc.

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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, Inc.’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 Bancorp, Inc.’s 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 Bancorp, Inc.’s and Rome Bancorp, Inc.’s past results of operations do not necessarily indicate Berkshire Hills Bancorp, Inc.’s and Rome Bancorp, Inc.’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 Bancorp, Inc. 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 Bancorp, Inc. 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 Bancorp, Inc. and Rome Bancorp, Inc. You should read this summary financial information in connection with Berkshire Hills Bancorp, Inc.’s historical financial information, which is incorporated by reference into this document, and in connection with Rome Bancorp, Inc.’s historical financial information, which appears elsewhere in this proxy statement/prospectus.

Unaudited consolidated interim financial statements for Berkshire Hills Bancorp, Inc. at or for the nine months ended September 30, 2010 and 2009 and unaudited consolidated interim financial statements for Rome Bancorp, Inc. 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 hares 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.

N/M = Not Meaningful

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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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COMPARATIVE PER SHARE DATA

The following table summarizes selected information about Berkshire Hills Bancorp, Inc.’s and Rome Bancorp, Inc.’s diluted income per common share, dividends per share and book value per share, and similar information giving effect to the merger (which we refer to as “pro forma” information).

The date in the table should be read together with the financial information and the financial statements of Berkshire Hills Bancorp, Inc. and Rome Bancorp, Inc. incorporated by reference or included in this proxy statement/prospectus. The pro forma per share data or combined results of operations per share data 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 merger had occurred when indicated, nor is the data a forecast of the combined financial position or combined results of operations for any future period. No pro forma adjustments have been included herein which reflect potential effects of merger integration expenses, cost savings or operational synergies which may be obtained by combining the operations of Berkshire Hills Bancorp, Inc. and Rome Bancorp, Inc., or the costs of combining the companies and their operations.

		Berkshire Hills Bancorp, Inc. Historical				Rome Bancorp, Inc. Historical				Pro Forma Combined(1)(2)(3)				Pro Forma Rome Bancorp, Inc. Equivalent Shares
Book value per share:
At September 30, 2010		$	27.28			$	9.12			$	26.10			$	14.77
At December 31, 2009		$	27.64			$	8.88			$	26.29			$	14.87
Cash dividends declared per share:
Nine months ended September 30, 2010		$	0.48			$	0.27			$	0.48			$	0.27
Year ended December 31, 2009		$	0.64			$	0.34			$	0.64			$	0.36
Diluted net income (loss) per share:
Nine months ended September 30, 2010		$	0.73			$	0.41			$	0.79			$	0.45
Year ended December 31, 2009		$	(1.52	)		$	0.47			$	(1.06	)		$	(0.60	)

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MARKET PRICE AND DIVIDEND INFORMATION

Berkshire Hills Bancorp, Inc. common stock is listed on the NASDAQ Global Select Market under the symbol “BHLB.” Rome Bancorp, Inc. common stock is quoted on the NASDAQ Global Market under the symbol “ROME.” The following table lists the high and low prices per share for Berkshire Hills Bancorp, Inc. common stock and Rome Bancorp, Inc. common stock and the cash dividends declared by each company for the periods indicated.

		Berkshire Hills Bancorp, Inc. Common Stock												Rome Bancorp, Inc. Common Stock
		High				Low				Dividends				High				Low				Dividends
Quarter Ended
December 31, 2010 (through [Record Date])		$				$				$				$				$				$
September 30, 2010		$	20.94			$	17.08			$	0.16			$	9.90			$	8.73			$	0.090
June 30, 2010		$	22.84			$	16.81			$	0.16			$	9.95			$	8.12			$	0.090
March 31, 2010		$	20.99			$	16.20			$	0.16			$	9.66			$	7.61			$	0.090
December 31, 2009		$	22.85			$	18.05			$	0.16			$	8.69			$	7.70			$	0.085
September 30, 2009		$	24.88			$	19.92			$	0.16			$	9.10			$	7.75			$	0.085
June 30, 2009		$	26.99			$	19.87			$	0.16			$	9.70			$	7.52			$	0.085
March 31, 2009		$	31.39			$	18.46			$	0.16			$	9.10			$	7.00			$	0.085

You should obtain current market quotations for Berkshire Hills Bancorp, Inc. common stock, as the market price of Berkshire Hills Bancorp, Inc. common stock will fluctuate between the date of this document and the date on which the merger is completed, and thereafter. You can get these quotations from a newspaper, on the Internet or by calling your broker.

As of [Record Date], there were approximately _____ holders of record of Berkshire Hills Bancorp, Inc. common stock. As of [Record Date], there were approximately ___ holders of record of Rome Bancorp, Inc. common stock. These numbers do not reflect the number of persons or entities who may hold their stock in nominee or “street name” through brokerage firms.

Following the merger, the declaration of dividends will be at the discretion of Berkshire Hills Bancorp, Inc.’s board of directors and will be determined after consideration of various factors, including earnings, cash requirements, the financial condition of Berkshire Hills Bancorp, Inc., applicable state law and government regulations and other factors deemed relevant by Berkshire Hills Bancorp, Inc.’s board of directors.

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SPECIAL MEETING OF ROME BANCORP, INC. STOCKHOLDERS

Date, Place, Time and Purpose

Rome Bancorp, Inc.’s board of directors is sending you this document to request that you allow your shares of Rome Bancorp, Inc. to be represented at the special meeting by the persons named in the enclosed proxy card. At the special meeting, the Rome Bancorp, Inc. board of directors will ask you to vote on a proposal to approve the merger agreement. 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. The special meeting will be held at The Rome Savings Bank, 100 W. Dominick Street, Rome, New York at 5:30 p.m., local time, on [Date].

Who Can Vote at the Meeting

You are entitled to vote if the records of Rome Bancorp, Inc. showed that you held shares of Rome Bancorp, Inc. common stock as of the close of business on [Record Date]. As of the close of business on that date, a total of  shares of Rome Bancorp, Inc. common stock were outstanding. Each share of common stock has one vote. If you are a beneficial owner of shares of Rome Bancorp, Inc. common stock held by a broker, bank or other nominee (i.e., in “street name”) and you want to vote your shares in person at the meeting, you will have to get a written proxy in your name from the broker, bank or other nominee who holds your shares.

Quorum; Vote Required

The special meeting will conduct business only if a majority of the outstanding shares of Rome Bancorp, Inc. common stock entitled to vote is represented in person or by proxy at the meeting. If you return valid proxy instructions or attend the meeting in person, your shares will be counted for purposes of determining whether there is a quorum, even if you abstain from voting. Broker non-votes also will be counted for purposes of determining the existence of a quorum. A broker non-vote occurs when a broker, bank or other nominee holding shares of Rome Bancorp, Inc. common stock for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner.

Proposal 1: Approval of the merger agreement.  Approval of the merger agreement will require the affirmative vote of a majority of the outstanding shares of Rome Bancorp, Inc. common stock entitled to vote at the meeting. Failure to return a properly executed proxy card or to vote in person will have the same effect as a vote against the merger agreement. Broker non-votes and abstentions from voting will have the same effect as voting against the merger agreement.

Proposal 2: Adjourn the meeting if necessary to permit further solicitation of proxies.  The affirmative vote of the majority of votes cast is required to approve the proposal to adjourn the meeting if necessary to permit further solicitation of proxies on the proposal to approve the merger agreement.

Shares Held by Rome Bancorp, Inc. Officers and Directors and by Berkshire Hills Bancorp, Inc.

As of [Record Date], directors and executive officers of Rome Bancorp, Inc. beneficially owned  shares of Rome Bancorp, Inc. common stock, not including shares that may be acquired upon the exercise of stock options. This equals % of the outstanding shares of Rome Bancorp, Inc. common stock. The directors and executive officers of Rome Bancorp, Inc. have agreed to vote their shares in favor of the merger at the special meeting. As of the same date, Berkshire Hills Bancorp, Inc. and its subsidiaries and its directors and executive officers owned  shares of Rome Bancorp, Inc. common stock. This equals % of the total outstanding shares of Rome Bancorp, Inc. common stock.

Voting and Revocability of Proxies

You may vote in person at the special meeting or by proxy. To ensure your representation at the special meeting, Rome Bancorp, Inc. recommends that you vote by proxy even if you plan to attend the special meeting. You can always change your vote at the special meeting.

Rome Bancorp, Inc. stockholders whose shares are held in “street name” by their broker, bank or other nominee must follow the instructions provided by their broker, bank or other nominee to vote their shares. Your broker or bank may allow you to deliver your voting instructions via the telephone or the Internet.

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Voting instructions are included on your proxy form. If you properly complete and timely submit your proxy, your shares will be voted as you have directed. You may vote for, against, or abstain with respect to the approval of the merger agreement and the proposal to adjourn the meeting. If you are the record holder of your shares of Rome Bancorp, Inc. common stock and submit your proxy without specifying a voting instruction, your shares of Rome Bancorp, Inc. common stock will be voted “FOR” the proposal to adopt the merger agreement and “FOR” the proposal to adjourn the meeting if necessary to permit further solicitation of proxies on the proposal to approve the merger agreement. Rome Bancorp, Inc.’s board of directors recommends a vote “FOR” approval of the merger agreement and “FOR” approval of the proposal to adjourn the meeting if necessary to permit further solicitation of proxies on the proposal to approve the merger agreement.

You may revoke your proxy before it is voted by:

Attendance at the special meeting will not, in and of itself, constitute a revocation of a proxy. All written notices of revocation and other communication with respect to the revocation of proxies should be addressed to:

Rome Bancorp, Inc.
Crystal M. Seymore, Secretary
100 W. Dominick Street
Rome, New York 13440

If any matters not described in this document are properly presented at the special meeting, the persons named in the proxy card will use their own judgment to determine how to vote your shares. Rome Bancorp, Inc. does not know of any other matters to be presented at the meeting.

Solicitation of Proxies

Rome Bancorp, Inc. will pay for this proxy solicitation. In addition to soliciting proxies by mail, , a proxy solicitation firm, will assist Rome Bancorp, Inc. in soliciting proxies for the special meeting. Rome Bancorp, Inc. will pay $ for these services. Rome Bancorp, Inc. will, upon request, reimburse brokers, banks and other nominees for their expenses in sending proxy materials to their customers who are beneficial owners and obtaining their voting instructions. Additionally, directors, officers and employees of Rome Bancorp, Inc. may solicit proxies personally and by telephone. None of these persons will receive additional or special compensation for soliciting proxies.

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RIGHTS OF DISSENTING STOCKHOLDERS

Under Delaware law, holders of Rome Bancorp, Inc. common stock that do not wish to accept the merger consideration may elect to have the value of their shares of Rome Bancorp, Inc. common stock judicially determined and paid in cash, together with a fair rate of interest, if any. The valuation will exclude any element of value arising from the accomplishment or expectation of the merger. A stockholder may only exercise such appraisal rights by complying with the provisions of Section 262 of the Delaware General Corporation Law.

The following summary of the provisions of Section 262 of the Delaware General Corporation Law is not a complete statement of the law pertaining to appraisal rights under the Delaware General Corporation Law and is qualified in its entirety by reference to the full text of Section 262 of the Delaware General Corporation Law, a copy of which is attached to this document as Annex C and incorporated into this summary by reference. If you wish to exercise appraisal rights or wish to preserve your right to do so, you should carefully review Section 262 and are urged to consult a legal advisor before electing or attempting to exercise these rights.

All references in Section 262 and in this summary to a “stockholder” are to the record holder of the shares of Rome Bancorp, Inc. common stock as to which appraisal rights are asserted. A person having a beneficial interest in shares of Rome Bancorp, Inc. common stock held of record in the name of another person, such as a bank, broker or other nominee, must act promptly to cause the record holder to follow properly the steps summarized below and in a timely manner to perfect appraisal rights.

Under Section 262, where a proposed merger is to be submitted for approval at a meeting of stockholders, as in the case of Rome Bancorp, Inc.’s special meeting, the corporation, not less than 20 days prior to the meeting, must notify each of its stockholders entitled to appraisal rights that these appraisal rights are available and include in the notice a copy of Section 262. This document constitutes notice to the Rome Bancorp, Inc. stockholders of the availability of appraisal rights, and the applicable statutory provisions of the Delaware General Corporation Law are attached to this document as Annex C.

Any Rome Bancorp, Inc. stockholder wishing to exercise the right to demand appraisal under Section 262 of the Delaware General Corporation Law must satisfy each of the following conditions:

Only a stockholder of record of shares of Rome Bancorp, Inc. common stock is entitled to assert appraisal rights for those shares registered in that holder’s name. A demand for appraisal should:

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If the shares are owned of record by a person in a fiduciary capacity, such as a trustee, guardian or custodian, the demand should be executed in that capacity. If the shares are owned of record by more than one person as in a joint tenancy or tenancy in common, the demand should be executed by or on behalf of all owners. An authorized agent, including an agent for two or more joint owners, may execute a demand for appraisal on behalf of a stockholder; however, the agent must identify the record owner or owners and expressly disclose the fact that, in executing the demand, the agent is acting as agent for such owner or owners. A record holder such as a bank or broker who holds shares as nominee for several beneficial owners may exercise appraisal rights with respect to the shares held for one or more beneficial owners while not exercising these rights with respect to the shares held for one or more other beneficial owners. In this case, the written demand should set forth the number of shares as to which appraisal is sought, and where no number of shares is expressly mentioned the demand will be presumed to cover all shares held in the name of the record owner.

Stockholders who hold their shares in brokerage accounts or other nominee forms and who wish to exercise appraisal rights are urged to consult with their nominees to determine appropriate procedures for the making of a demand for appraisal by such nominee.

A stockholder who elects to exercise appraisal rights pursuant to Section 262 should mail or deliver a written demand to:

Rome Bancorp, Inc.
100 W. Dominick Street
P.O. Box 1567
Rome, New York 13440
Attention: Crystal M. Seymore
Corporate Secretary

Within ten days after the completion of the merger, Berkshire must send a notice as to the completion of the merger to each of Rome Bancorp, Inc.’s former stockholders who has made a written demand for appraisal in accordance with Section 262 and who has not voted in favor of or consented to adoption of the merger agreement. Within 120 days after the completion of the merger, but not after that date, either Berkshire or any stockholder who has complied with the requirements of Section 262 may file a petition in the Delaware Court of Chancery demanding a determination of the value of the shares of common stock held by all stockholders demanding appraisal of their shares. Berkshire is under no obligation to, and has no present intent to file a petition for appraisal, and stockholders seeking to exercise appraisal rights should not assume that Berkshire Hills Bancorp, Inc. will file a petition or that it will initiate any negotiations with respect to the fair value of the shares. Accordingly, stockholders who desire to have their shares appraised should initiate any petitions necessary for the perfection of their appraisal rights within the time periods and in the manner prescribed in Section 262. Since Berkshire Hills Bancorp, Inc. has no obligation to file a petition, the failure of affected stockholders to do so within the period specified could nullify any previous written demand for appraisal. Under the merger agreement, Rome Bancorp, Inc. has agreed to give Berkshire Hills Bancorp, Inc. prompt notice of any demands for appraisal it receives. Berkshire Hills Bancorp, Inc. has the right to participate in all negotiations and proceedings with respect to demands for appraisal. Rome Bancorp, Inc. will not, except with the prior written consent of Berkshire Hills Bancorp, Inc., make any payment with respect to any demands for appraisal, offer to settle, or settle, any demands.

Within 120 days after the completion of the merger, any stockholder that complies with the provisions of Section 262 to that point in time will be entitled to receive from Berkshire Hills Bancorp, Inc., upon written request, a statement setting forth the aggregate number of shares not voted in favor of the merger agreement and with respect to which Rome Bancorp, Inc. received demands for appraisal and the aggregate number of holders of those shares. Berkshire Hills Bancorp, Inc. must mail this statement to the stockholder by the later of ten days after receipt of the request or ten days after expiration of the period for delivery of demands for appraisals under Section 262.

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A stockholder who timely files a petition for appraisal with the Delaware Court of Chancery must serve a copy upon Berkshire Hills Bancorp, Inc. Berkshire Hills Bancorp, Inc. must, within 20 days of receipt of the petition, file with the Delaware Register in Chancery a duly verified list containing the names and addresses of all stockholders who have demanded appraisal of their shares and who have not reached agreements with it as to the value of their shares. After notice to stockholders as may be ordered by the Delaware Court of Chancery, the Delaware Court of Chancery is empowered to conduct a hearing on the petition to determine which stockholders are entitled to appraisal rights. The Delaware Court of Chancery may require stockholders who have demanded an appraisal for their shares and who hold stock represented by certificates to submit their certificates to the Register in Chancery for notation on the certificates of the pendency of the appraisal proceedings, and if any stockholder fails to comply with the requirement, the Delaware Court of Chancery may dismiss the proceedings as to that stockholder. After determining what stockholders are entitled to an appraisal, the Delaware Court of Chancery will appraise the “fair value” of their shares. This value will exclude any element of value arising from the accomplishment or expectation of the merger, but will include a fair rate of interest, if any, to be paid upon the amount determined to be the fair value. The costs of the action may be determined by the Delaware Court of Chancery and taxed upon the parties as the Delaware Court of Chancery deems equitable. Upon application of a stockholder, the Delaware Court of Chancery may also order that all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding be charged pro rata against the value of all of the shares entitled to appraisal. These expenses may include, without limitation, reasonable attorneys’ fees and the fees and expenses of experts. Stockholders considering seeking appraisal should be aware that the fair value of their shares as determined under Section 262 could be more than, the same as, or less than the merger consideration they would be entitled to receive pursuant to the merger agreement if they did not seek appraisal of their shares. Stockholders should also be aware that investment banking opinions as to fairness from a financial point of view are not necessarily opinions as to fair value under Section 262.

In determining fair value and, if applicable, a fair rate of interest, the Delaware Court of Chancery is to take into account all relevant factors. In Weinberger v. UOP, Inc., the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered, and that “fair price obviously requires consideration of all relevant factors involving the value of a company.”

Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Delaware Supreme Court construed Section 262 to mean that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.” Any stockholder who has duly demanded an appraisal in compliance with Section 262 will not, after the completion of the merger, be entitled to vote the shares subject to that demand for any purpose or be entitled to the payment of dividends or other distributions on those shares. However, stockholders will be entitled to dividends or other distributions payable to holders of record of shares as of a record date prior to the completion of the merger.

Any stockholder may withdraw its demand for appraisal and accept the merger consideration by delivering to Berkshire Hills Bancorp, Inc., within 60 days of the effective date of the merger, a written withdrawal of the stockholder’s demands for appraisal. Any attempt to withdraw made more than 60 days after the effective date of the merger will require written approval of Berkshire Hills Bancorp, Inc. Moreover, no appraisal proceeding before the Delaware Court of Chancery as to any stockholder shall be dismissed without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon any terms the Delaware Court of Chancery deems just. If Berkshire Hills Bancorp, Inc. does not approve a stockholder’s request to withdraw a demand for appraisal when the approval is required or if the Delaware Court of Chancery does not approve the dismissal of an appraisal proceeding, the stockholder would be entitled to receive only the appraised value determined in any such appraisal proceeding. This value could be higher or lower than, or the same as, the value of the merger consideration.

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Failure to follow the steps required by Section 262 of the Delaware General Corporation Law for perfecting appraisal rights may result in the loss of appraisal rights, in which event you will be entitled to receive the consideration with respect to your dissenting shares in accordance with the merger agreement. In view of the complexity of the provisions of Section 262 of the Delaware General Corporation Law, if you are a Rome Bancorp, Inc. stockholder and are considering exercising your appraisal rights under the Delaware General Corporation Law, you should consult your own legal advisor.

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DESCRIPTION OF THE MERGER

The following summary of the merger agreement is qualified by reference to the complete text of the merger agreement. A copy of the merger agreement is attached as Annex A to this proxy statement/prospectus and is incorporated by reference into this proxy statement/prospectus. You should read the merger agreement completely and carefully as it, rather than this description, is the legal document that governs the merger.

General

The merger agreement provides for the merger of Rome Bancorp, Inc. with and into Berkshire Hills Bancorp, Inc., with Berkshire Hills Bancorp, Inc. as the surviving entity. Immediately following the merger of Rome Bancorp, Inc. with and into Berkshire Hills Bancorp, Inc., The Rome Savings Bank will merge with and into Berkshire Bank, with Berkshire Bank as the surviving entity.

Background of the Merger

As part of the ongoing consideration and evaluation of its long-term prospects and strategies, the Berkshire Hills Bancorp, Inc. board of directors looks for and considers various opportunities for growth through strategic acquisitions of, or combinations with, other financial institutions. During certain of its regularly scheduled board meetings in 2010, the Berkshire Hills Bancorp, Inc. board of directors discussed and reviewed general market conditions, the mergers and acquisitions landscape and potential opportunities for growth with its senior management.

The Rome Bancorp, Inc. board of directors and senior management have regularly reviewed and assessed Rome Bancorp, Inc.’s business strategies and objectives, including strategic opportunities, all with the goal of enhancing stockholder value. As part of this ongoing review and assessment, the Rome Bancorp, Inc. board of directors has considered a range of potential opportunities, including acquisitions, business combinations and other strategic alternatives. In particular, beginning shortly after the third anniversary of the company’s second step conversion in March of 2008, Rome Bancorp, Inc. periodically received unsolicited, informal inquiries from other banks regarding a potential transaction. Rome Bancorp, Inc. utilized the services of several investment banking or consulting firms to assist it in evaluating several of these proposals, none of which proceeded beyond the preliminary stage.

In the spring of 2010, a director of Rome Bancorp, Inc. received an unsolicited inquiry from a director of a publicly traded community bank headquartered in New York regarding the possibility of the community bank acquiring Rome Bancorp, Inc. Rome Bancorp, Inc. asked Sandler O’Neill to assist it in evaluating its strategic options, including a possible business combination with the community bank. Sandler O’Neill is a nationally recognized investment banking firm whose principal business specialty is financial institutions. In the ordinary course of its investment banking business, Sandler O’Neill is regularly engaged in the valuation of financial institutions and their securities in connection with mergers and acquisitions and other corporate transactions. In particular, in the opinion of the Rome Bancorp, Inc. board of directors, Sandler O’Neill has an excellent reputation for knowledge of and experience with banks in the New York and New England regions. Sandler O’Neill had informal discussions with the financial advisor for the community bank from time to time over the next several months. During this same time period, in order to get a sense of the potential market for a transaction with Rome Bancorp, Inc., Sandler O’Neill also contacted four other banks in the region that Sandler O’Neill believed might be interested in a transaction with Rome Bancorp, Inc. On April 12, 2010, the community bank entered into a confidentiality agreement with Sandler O’Neill, pursuant to which Sandler O’Neill agreed to provide the community bank with confidential and proprietary information about Rome Bancorp, Inc. and the community bank agreed, among other things, to keep such information confidential and not to disclose such information except as set forth in the confidentiality agreement. Confidentiality agreements were later signed with two of the other four banks contacted by Sandler O’Neill.

In late April of 2010, Rome Bancorp, Inc. received an unsolicited, non-binding proposal from a private investor group to acquire control of Rome Bancorp, Inc. Under this proposal, the investor group would purchase a majority interest in Rome Bancorp, Inc. common stock in a private placement of newly issued shares and gain control of the management and board of directors of the company. Immediately following the private placement, Rome Bancorp, Inc. would conduct a tender offer to purchase 100% of the outstanding shares of common stock of Rome Bancorp, Inc., excluding shares owned by the investor group, at $11.05 per

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share. The investor group subsequently increased the price it would pay in the tender offer to $11.25 per share. The proposal was at all times subject to the investor group’s due diligence review of Rome Bancorp, Inc. On May 24, 2010, the board of directors met to discuss the proposal from the investor group. At the meeting, the board of directors expressed concerns regarding the highly contingent nature and viability of the investor group’s proposal. Specifically, the board had significant concerns about the structure of the transaction, including that the tender offer structure was not in the best interests of the Rome Bancorp, Inc. stockholders; the inability of the current board of directors to protect the interests of the company’s stockholders in the tender offer after the change in control had occurred; the lack of any clear “fiduciary out” or ability of the board to consider alternative, and possibly superior, proposals under the proposed transaction structure; and the possibility that the NASDAQ rules could require the approval of Rome Bancorp, Inc.’s stockholders to complete the first-step private placement despite the tender offer structure being designed in part to complete the transaction more quickly than a traditional merger transaction. In addition, the board was concerned that, other than wishing to use Rome Bancorp, Inc. and The Rome Savings Bank as a platform to acquire other banks in order to become a regional banking franchise, the investor group did not seem to have a well articulated business plan; the investor group had not identified the new management team and board of directors for the company; and the investor group had not yet raised the capital necessary to complete the transaction, or obtained commitments from investors to raise such capital. Moreover, based on its discussions with SNR Denton US LLP, the company’s legal counsel, the board believed that there was significant uncertainty regarding the ability of the investor group to obtain, in a timely manner or at all, the regulatory approvals necessary to acquire control of Rome Bancorp, Inc. The board was also concerned that even if such approval were obtained, any approval was likely to include conditions that could threaten or delay the closing of a transaction. The board also discussed the advantages and disadvantages of selling the company compared to remaining independent. As a result of all the foregoing considerations, the board unanimously voted not to proceed with the investor group’s proposal and determined that it would continue to execute its independent business plan. Subsequent to the board decision, the investor group offered to increase the transaction value to $11.75 per share, consisting of $11.25 in cash and $0.50 in stock, again subject to the investor group’s due diligence. The board considered the revised proposal, but, based on the board’s concerns regarding the highly contingent nature and viability of the offer and its continuing concerns regarding the factors discussed above, the board again unanimously voted not to proceed with the investor group’s proposal.

On June 10, 2010, by letter dated April 8, 2010, Rome Bancorp, Inc. formally engaged Sandler O’Neill to act as its financial advisor to assist it in evaluating its strategic options, including a possible business combination with another party. On June 17, 2010, at a meeting of the board in which Sandler O’Neill participated, the board discussed verbal, non-binding expressions of interest from the above referenced community bank and one of the other four banks contacted by Sandler O’Neill. The other three banks contacted by Sandler O’Neill did not submit any expressions of interest to Rome Bancorp, Inc. After extensive discussion, the board directed Sandler O’Neill to obtain a written expression of interest from the community bank. The board rejected the expression of interest from the other bank due to the inadequacy of the price offered. Sandler O’Neill informed this other bank that the board had rejected its expression of interest because the price was inadequate and invited the bank to increase its offer. However, the other bank declined to do so.

On June 23, 2010, after continued discussions between Sandler O’Neill and the financial advisor for the above referenced community bank, Rome Bancorp, Inc. received a written, non-binding proposal from the community bank to enter into a merger agreement with Rome Bancorp, Inc. Pursuant to the terms of the proposal, the community bank offered to acquire 100% of the outstanding shares of common stock of Rome Bancorp, Inc. for a combination of cash and common stock. The initial proposal specified that 80% of the merger consideration was to be paid in the community bank’s common stock at a fixed exchange ratio and 20% of the merger consideration was to be paid in cash at $11.25 per share. Based on the closing price of the community bank’s common stock on the NASDAQ Stock Market on the date prior to the proposal, the aggregate transaction value was approximately $76.5 million, or $11.25 per share of Rome Bancorp, Inc. stock outstanding. In addition, in the proposal, the community bank agreed to designate one Rome Bancorp, Inc. director to serve on its board of directors following completion of the merger. The proposal also provided that Rome Bancorp, Inc. employment agreements, change-in-control agreements, and other existing management severance arrangements would be honored with any contractually due severance payments to be handled in a tax efficient manner. In addition, the proposal provided that any employees of The Rome Savings Bank who

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would not be retained by the community bank after the merger would be entitled to receive severance payments. Any definitive merger agreement would contain normal and customary representations, warranties and terms and conditions. The transaction would be subject to any required regulatory and stockholder approvals. The proposal was subject to a due diligence review of Rome Bancorp, Inc. by the community bank.

At its regularly scheduled meeting on June 23, 2010, the board of directors of Rome Bancorp, Inc. discussed the terms of the community bank’s proposal with Sandler O’Neill. After extensive discussion, the board authorized management to proceed with discussions with the community bank under the terms set forth in the community bank’s proposal. The parties agreed to an exclusivity period that would last through August 8, 2010.

Over the next several weeks, the community bank conducted a due diligence review of Rome Bancorp, Inc. On July 8, 2010, legal counsel to the community bank transmitted a draft merger agreement to Rome Bancorp, Inc. and its advisors. SNR Denton US LLP transmitted the comments of Rome Bancorp, Inc., Sandler O’Neill and SNR Denton US LLP to the community bank’s legal counsel on July 14, 2010. On July 19, 2010, based on the results of its due diligence review, the community bank provided Rome Bancorp, Inc. with a revised, non-binding proposal to acquire Rome Bancorp, Inc. in which the stock portion of the merger consideration was increased from 80% to 90%; the cash portion of the merger consideration was reduced from 20% to 10%; the price of the cash consideration was reduced from $11.25 per share to $10.50 per share; and the fixed exchange ratio was reduced to a figure that would result in the stock consideration being priced at $10.50 per share (based on the community bank’s closing price on the NASDAQ Stock Market on date of the revised proposal). As a result of these changes, the proposed aggregate transaction value had been reduced to $71.4 million from $76.5 million. After reviewing the community bank’s revised proposal at a meeting in which Sandler O’Neill and SNR Denton US LLP participated, the board of directors of Rome Bancorp, Inc. concluded that the price reduction proposed by the community bank was not merited, rejected the community bank’s proposal, and asked its advisors to request that the community bank increase its offer. At this time, the board of directors decided not to proceed with its due diligence review of the community bank until the pricing issues were resolved.

The parties continued to discuss the terms of a possible agreement and exchanged various proposals to address the community bank’s due diligence concerns and Rome Bancorp, Inc.’s concerns about price. During this time, the community bank revised its proposal to increase the cash portion of the merger consideration to $11.62 per share and to reduce the fixed exchange ratio. On the date it was made, the second revised proposal resulted in aggregate merger consideration of $74.3 million, or $10.92 per share of Rome Bancorp, Inc.’s common stock (based on the community bank’s closing price on the NASDAQ Stock Market on date of the second revised proposal). Rome Bancorp, Inc. and its advisors continued to negotiate with the community bank to attempt to increase the price of the transaction. During this time, the Rome Bancorp, Inc. board of directors held several meetings at which the negotiations were discussed in detail among the board and the company’s legal and financial advisors. At these meetings, the directors noted that the community bank’s stock price had begun to fluctuate significantly, which, due to the fixed exchange ratio, meant that the transaction value to Rome Bancorp, Inc. also fluctuated significantly. As a result, the board became concerned about the downside risk of the community bank’s common stock if a transaction were to be consummated and asked the community bank to consider a floating exchange ratio that would fix the merger consideration at $11.25 per share.

On August 8, 2010, the parties agreed to extend the exclusivity period to the earlier of August 23, 2010 or the date on which either party terminated merger discussions. After the parties continued to negotiate over the next several days, the community bank asked Rome Bancorp, Inc. to consider its final offer, the financial terms of which had not changed from the second revised proposal. On August 16, 2010, the Rome Bancorp, Inc. board of directors met to consider the community bank’s final offer. As of the close of trading on August 13, 2010, the aggregate transaction value was $73.9 million, or $10.91 per share of Rome Bancorp, Inc. common stock. The board received presentations from Sandler O’Neill as to the financial terms of the community bank’s offer and SNR Denton US LLP as to the fiduciary duties of the board under Delaware law. After extensive discussion, based on its concern regarding the price per share being offered to Rome Bancorp, Inc. stockholders, the significant downside risk of the community bank’s stock and the limited amount of cash consideration to serve to mitigate this downside risk, the board voted to reject the community bank’s offer and

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directed its advisors to inform the community bank that it would be willing to proceed with discussions toward a definitive merger agreement if the community bank was willing to offer a price of $11.25 per share with a floating exchange ratio that would protect the price through closing. The board determined that it was prepared to continue to execute its independent business plan in the event that the community bank declined to increase its offer. Sandler O’Neill and SNR Denton US LLP informed the community bank’s advisors of the Rome Bancorp, Inc. board’s position later that day. The community bank declined to increase the price of its offer or to offer a floating exchange ratio, and formally terminated merger discussions on August 17, 2010.

On August 19, 2010, Sandler O’Neill, aware that Berkshire Hills Bancorp, Inc. was interested in acquiring a banking franchise in upstate New York, contacted Berkshire Hills Bancorp, Inc. to determine its interest in a possible transaction with Rome Bancorp, Inc. On August 23, 2010, Berkshire Hills Bancorp, Inc. entered into a confidentiality agreement with Sandler O’Neill, pursuant to which Sandler O’Neill agreed to provide Berkshire Hills Bancorp, Inc. with confidential and proprietary information about Rome Bancorp, Inc. and Berkshire Hills Bancorp, Inc. agreed, among other things, to keep such information confidential and not to disclose such information except as set forth in the confidentiality agreement. On the same day, Michael P. Daly, President and Chief Executive Officer of Berkshire Hills Bancorp, Inc., met with Charles M. Sprock, President and Chief Executive Officer of Rome Bancorp, Inc., to discuss a potential transaction between the companies. As a result of this discussion, Mr. Daly indicated that Berkshire Hills Bancorp, Inc. would be providing to Rome Bancorp, Inc. in the near future a proposal for Berkshire Hills Bancorp, Inc. to acquire Rome Bancorp, Inc.

In mid-August 2010, Berkshire Hills Bancorp, Inc. engaged Stifel Nicolaus & Company, Incorporated as its financial advisor with respect to a possible acquisition of Rome Bancorp, Inc. On August 24, 2010, Berkshire Hills Bancorp, Inc. provided to Rome Bancorp, Inc. a non-binding proposal to enter into a merger agreement with Rome Bancorp, Inc. Pursuant to the terms of the proposal, Berkshire Hills Bancorp, Inc. offered to acquire 100% of the outstanding shares of common stock of Rome Bancorp, Inc. for a combination of cash and Berkshire Hills Bancorp, Inc. common stock. Specifically, 80% of the merger consideration was to be paid in Berkshire Hills Bancorp, Inc. common stock with a fixed exchange ratio of 0.5921 and 20% of the merger consideration was to be paid in cash at $11.25 per share. Assuming a $19.00 per share price of Berkshire Hills Bancorp, Inc. common stock, the aggregate transaction value was approximately $76.5 million, or $11.25 per share of Rome Bancorp, Inc. common stock outstanding. In addition, the proposal provided that each outstanding option to purchase shares of Rome Bancorp, Inc. common stock would be cancelled and cashed out for the greater of the cash out value of the option or $1.00 per option. The proposal also provided that Rome Bancorp, Inc. employment agreements, change-in-control agreements, and other existing management severance arrangements would be honored with any contractually due severance payments to be handled in a tax efficient manner. Employees of The Rome Savings Bank who became employees of Berkshire Bank would be eligible to participate in Berkshire Bank’s current employee benefits programs. Employees of The Rome Savings Bank who would not be retained by Berkshire Bank would be entitled to receive severance payments pursuant to Rome Bancorp’s existing severance plan or policy, or under Berkshire Bank’s current severance plan or policy, if such payments would be more favorable to such employees. The proposal provided that any definitive merger agreement would contain normal and customary representations, warranties and terms and conditions, including a termination fee equal to 5.0% of the aggregate transaction value. The proposal also required that all Rome Bancorp, Inc. directors and executive officers would execute share voting agreements and enter into customary non-competition agreements concurrently with the signing of a definitive merger agreement. The transaction would be subject to any required regulatory and stockholder approvals. The proposal was subject to a due diligence review of Rome Bancorp, Inc. and provided that, if Rome Bancorp, Inc. wished to accept the offer in principle and proceed with the negotiation of a definitive merger agreement, Berkshire Hills Bancorp, Inc. would require exclusivity in negotiations for a period of 30 days, during which Berkshire Hills Bancorp, Inc. would work in good faith to complete its due diligence and execute a definitive merger agreement.

At its regularly scheduled meeting on August 25, 2010, the board of directors of Rome Bancorp, Inc. discussed the terms of Berkshire Hills Bancorp, Inc.’s proposal and authorized management to proceed with discussions with Berkshire Hills Bancorp, Inc. under the terms set forth in Berkshire Hills Bancorp, Inc.’s August 24 proposal, including the 30 day exclusivity period.

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On August 27, 2010, Rome Bancorp, Inc. entered into a confidentiality agreement with Berkshire Hills Bancorp, Inc., dated August 24, 2010, pursuant to which Berkshire Hills Bancorp, Inc. agreed to provide Rome Bancorp, Inc. with confidential and proprietary information about Berkshire Hills Bancorp, Inc. and Rome Bancorp, Inc. agreed, among other things, to keep such information confidential and not to disclose such information except as set forth in the confidentiality agreement.

On August 26, 2010, Sandler O’Neill provided Berkshire Hills Bancorp, Inc. and its legal and financial advisors with access to an electronic data room so that it could begin its due diligence review of Rome Bancorp, Inc. From August 27, 2010 through September 10, 2010, Berkshire Hills Bancorp, Inc. and its advisors and consultants conducted their due diligence review of Rome Bancorp, Inc.

On August 30, 2010, SNR Denton US LLP transmitted a draft merger agreement to Berkshire Hills Bancorp, Inc.

On September 8, 2010, Berkshire Hills Bancorp, Inc. provided Rome Bancorp, Inc. and its legal and financial advisors with access to an electronic data room so that it could begin its due diligence review of Berkshire Hills Bancorp, Inc. Rome Bancorp, Inc. management, SNR Denton US LLP and Sandler O’Neill began conducting a due diligence review of Berkshire Hills Bancorp, Inc. shortly after gaining access to the data room.

On September 15, 2010, at a meeting at Rome Bancorp, Inc.’s offices, Mr. Daly informed Mr. Sprock that, based on its due diligence review, Berkshire Hills Bancorp, Inc. would reduce the price per share included in its August 24, 2010 proposal from $11.25 per share to $10.75 per share. Mr. Daly informed Mr. Sprock that Berkshire Hills Bancorp, Inc. was bidding on another bank located in New York state and that the strategic value of Rome Bancorp, Inc.’s franchise to Berkshire Hills Bancorp, Inc. could increase if Berkshire Hills Bancorp was the winning bidder for this other bank. As a result, Berkshire Hills Bancorp, Inc. would not be submitting a formal revised proposal to Rome Bancorp, Inc. until it knew whether or not it was the winning bidder for such bank. Mr. Sprock expressed disagreement with the proposed reduction in price and requested Mr. Daly to ask the Berkshire Hills Bancorp, Inc. board of directors to consider increasing the price of its proposal, whether or not it was the winning bidder for the other New York bank. As a result of this conversation, Rome Bancorp temporarily halted its due diligence review of Berkshire Hills Bancorp, Inc., but agreed to continue to provide Berkshire Hills Bancorp, Inc. with any information that it needed in order to prepare its revised proposal.

Over the next week, representatives of Sandler O’Neill had several discussions with Mr. Daly regarding the status of Berkshire Hills Bancorp, Inc.’s bid for the other New York bank and the potential for Berkshire Hills Bancorp, Inc. to increase the price in its most recent proposal.

On September 24, 2010, Berkshire Hills Bancorp, Inc. was notified that it was not the winning bidder for the other bank located in New York state. Following this notification, Mr. Sprock asked Mr. Daly to increase the price of Berkshire Hills Bancorp, Inc.’s latest offer even though it was not the winning bidder for the other New York bank. In response to Mr. Sprock’s request, Mr. Daly, as authorized by the Berkshire Hills Bancorp, Inc. board of directors, agreed to increase the cash consideration from 20% to 30% of the merger consideration and to increase the per share value of the cash consideration from $10.75 per share to $11.25 per share.

On September 28, 2010, Berkshire Hills Bancorp, Inc. provided to Rome Bancorp, Inc. a revised non-binding proposal to enter into a merger agreement, which was approved by the Berkshire Hills Bancorp, Inc.’s Board of Directors, in consultation with its executive management and financial and legal advisors. Pursuant to the terms of the revised proposal, Berkshire Hills Bancorp, Inc. offered to acquire 100% of the outstanding shares of common stock of Rome Bancorp, Inc. for a combination of cash and Berkshire Hills Bancorp, Inc. common stock. Specifically, 70% of the merger consideration was to be paid in Berkshire Hills Bancorp common stock with a fixed exchange ratio of 0.5658 and 30% of the merger consideration was to be paid in cash at $11.25 per share. Based on a $18.63 per share price of Berkshire Hills Bancorp, Inc. common stock (the closing price of Berkshire Hills Bancorp, Inc. common stock on the date of the proposal), the

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aggregate transaction value was approximately $73.1 million or $10.75 per share of Rome Bancorp, Inc. common stock outstanding. The other terms of Berkshire Hills Bancorp, Inc.’s August 24, 2010 proposal remained unchanged.

On October 1, 2010, the board of directors of Rome Bancorp, Inc. met to discuss Berkshire Hills Bancorp, Inc.’s revised proposal. Each director had been notified of the revised terms of the proposal and provided with additional information about Berkshire Hills Bancorp, Inc. in advance of the meeting. Each director also was provided with a copy of presentation materials prepared by Sandler O’Neill at the meeting. Sandler O’Neill reviewed with the board the presentation materials, including the terms of Berkshire Hills Bancorp, Inc.’s most recent proposal. When made, the proposal was valued at $10.75 per share of Rome Bancorp, Inc. common stock, but had risen to $10.88 per share of Rome Bancorp, Inc. common stock on the date of the meeting due to an increase in Berkshire Hills Bancorp, Inc.’s stock price since the date of the proposal. Sandler O’Neill expressed its view that it did not believe that there were any other banks that had both the financial ability and the interest to acquire Rome Bancorp, Inc. under terms comparable to Berkshire Hills Bancorp, Inc.’s proposal. Sandler O’Neill reviewed a number of key financial metrics relating to the proposal, including the price to last twelve months earnings per share, the price to tangible book value, the price to adjusted tangible book value, the core deposit premium and the market premium of the proposed transactions compared to comparable bank M&A transactions in the Northeast since January 1, 2009 and indicated that the proposed transaction was comparable to other transactions based on the metrics set forth in the presentation materials. Sandler O’Neill also reviewed the historical value of Berkshire Hills Bancorp, Inc.’s common stock price and the adjusted value of Rome Bancorp, Inc. common stock at the 0.5658 exchange ratio and concluded that Rome Bancorp, Inc. stockholders would receive Berkshire Hills Bancorp, Inc. common stock near the low end of Berkshire Hills Bancorp, Inc.’s trading range, which could provide Rome Bancorp, Inc. stockholders with significant potential upside in the stock consideration they would receive in a merger. Sandler O’Neill then provided an overview of the Berkshire Hills Bancorp, Inc.’s franchise, including its branch footprint, financial performance, loan portfolio, deposit composition, comparison of its financial performance compared to a peer group, and management team. Sandler O’Neill also mentioned that Berkshire Hills Bancorp, Inc.’s analyst ratings included two buy ratings and two hold ratings. SNR Denton US LLP provided the board with a detailed overview of the director’s fiduciary duties under Delaware law. After extensive discussion, the board unanimously voted to proceed with a transaction under the terms of Berkshire Hills Bancorp, Inc.’s most recent proposal, contingent on the satisfactory conclusion of due diligence on Berkshire Hills Bancorp, Inc. and the negotiation of a definitive merger agreement.

From October 1, 2010 through October 6, 2010, Rome Bancorp, Inc. and its legal and financial advisors conducted a due diligence review of Berkshire Hills Bancorp, Inc. and participated in informational and due diligence sessions at which Berkshire Hills Bancorp, Inc.’s management team made presentations regarding Berkshire Hills Bancorp, Inc. and its business, reviewed matters from Rome Bancorp, Inc.’s due diligence request list and responded to questions from Rome Bancorp, Inc. and its advisors concerning a variety of matters including financial matters, accounting practices, credit quality, Berkshire Hills Bancorp, Inc.’s regulatory profile and legal matters.

On October 4, 2010, the Berkshire Hills Bancorp, Inc. board of directors held a special meeting to review and consider the proposed transaction with Rome Bancorp, Inc. Mr. Daly provided an update of the negotiations with Rome Bancorp, Inc. and reviewed a presentation on Rome Bancorp, Inc. and the proposed business combination with Rome Bancorp, Inc. Luse Gorman Pomerenk & Schick, P.C. provided the board with a detailed overview of the directors’ fiduciary duties under Delaware law, and reviewed the material terms of the merger and the proposed draft merger agreement. Representatives of Stifel Nicolaus & Company, Incorporated then addressed the fairness to Berkshire Hills Bancorp, Inc. of the merger consideration to be paid to the stockholders of Rome Bancorp, Inc. by Berkshire Hills Bancorp, Inc., from a financial point of view, including a review of a presentation outlining the proposed transaction multiples and transaction structure, an overview of Rome Bancorp, Inc., a comparable group analysis and a review of the methodology and assumptions used to arrive at the valuation of Rome Bancorp, Inc., and responded to questions by the Berkshire Hills Bancorp, Inc. board of directors. The Berkshire Hills Bancorp, Inc. board of directors approved the merger agreement, with such further drafting changes as approved by Mr. Daly in consultation

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with Berkshire Hills Bancorp, Inc.’s legal and financial advisors, provided that any such changes did not effect the pricing or other material terms of the merger agreement.

Luse Gorman Pomerenk & Schick, P.C., legal counsel to Berkshire Hills Bancorp, Inc. provided SNR Denton US LLP with a revised draft of a definitive merger agreement on October 5, 2010. The parties and their legal advisors negotiated the terms and conditions of the merger agreement and related documents over the course of the next several days.

On October 8, 2010, the Rome Bancorp, Inc. board of directors held a special meeting to review and consider the proposed transaction with Berkshire Hills Bancorp, Inc. Copies of presentation materials from Sandler O’Neill, as well as the merger agreement and related materials, were distributed to the members of the board in advance of the meeting. SNR Denton US LLP discussed the status of negotiations with Berkshire Hills Bancorp, Inc. regarding certain provisions of the merger agreement and related documents and summarized the key terms that had been arrived at by the parties, including those related to price, the amount of the termination fee, the ability of the board to consider unsolicited alternative proposals from other parties, and the obligations of the parties to obtain the required regulatory approvals for the transaction. SNR Denton US LLP also reviewed the several other issues that had recently been resolved, including restoring certain exclusions to the definition of material adverse effect; the merger of the bank’s charitable foundation into Berkshire Hills Bancorp, Inc.’s charitable foundation along with a commitment from Berkshire Hills Bancorp, Inc. that the assets of Rome Bancorp, Inc. charitable foundation continue to be used for the benefit of the Rome community; ensuring that ESOP participants would be able to elect cash or stock just like other stockholders; negotiation of certain negative covenants by Berkshire Hills Bancorp, Inc.; finalizing the settlement agreements and change of control payout terms for officers of Rome Bancorp, Inc. and/or The Rome Savings Bank with employment contracts or change in control agreements; negotiating the terms of a consulting agreement and non-compete agreement between Berkshire Hills Bancorp, Inc. and Mr. Sprock in order to address Berkshire Hills Bancorp, Inc.’s concerns under Section 280G of the Tax Code; and increasing the cap on the cost of director and officer liability insurance tail coverage. SNR Denton US LLP also reported on the results of the due diligence review of Berkshire Hills Bancorp, Inc. conducted by Rome Bancorp, Inc. management, SNR Denton US LLP and Sandler O’Neill. Sandler O’Neill then presented its financial analysis of the proposed transaction. Sandler O’Neill reviewed the financial terms of the proposed transaction and summarized the strategic and financial rationale for the transaction for both Rome Bancorp, Inc. and Berkshire Hills Bancorp, Inc. and responded to questions by the Rome Bancorp, Inc. board. Sandler O’Neill then delivered its oral opinion, which was subsequently confirmed in writing, that, as of the date of its opinion and subject to the limitations, qualifications, factors and assumptions set forth therein, the merger consideration to be paid to the stockholders of Rome Bancorp, Inc. was fair, from a financial point of view, to such stockholders. SNR Denton US LLP provided the board with a detailed overview of directors’ fiduciary duties under Delaware law and reviewed the material terms of the merger and the draft merger agreement with the board, and responded to questions by the board. After further discussion among the directors, Sandler O’Neill and SNR Denton US LLP including the factors described under “— Reasons for the Merger; Recommendation of the Rome Bancorp, Inc. Board of Directors,” the Rome Bancorp, Inc. board of directors unanimously determined that the merger and the merger agreement were advisable, and fair to, and in the best interests of, Rome Bancorp, Inc. and its stockholders, unanimously approved the merger agreement and related actions, and recommended that Rome Bancorp, Inc. stockholders vote in favor of the approval of the merger agreement.

The parties entered into the merger agreement on October 12, 2010 and announced the transaction in a joint press release prior to the opening of trading on that day. Each company filed a Current Report on Form 8-K with the SEC which summarized the material terms of the merger agreement and included a copy of the executed merger agreement as an exhibit to the report.

Reasons for the Merger; Recommendation of the Rome Bancorp, Inc. Board of Directors

At a meeting held on October 8, 2010, after a careful review of the facts and circumstances relating to the merger, by unanimous vote (i) approved and declared advisable the merger agreement and the transactions contemplated thereby, (ii) determined that the terms of the merger agreement and the merger and the other transactions contemplated thereby are fair to, and in the best interests of, Rome Bancorp, Inc. and its

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stockholders and (iii) resolved to recommend that Rome Bancorp, Inc. stockholders approve the adoption of the merger agreement and directed that this matter be submitted for consideration of Rome Bancorp, Inc. stockholders at a special meeting.

In reaching its determination and making its recommendation described above, the Rome Bancorp, Inc. board consulted with members of Rome Bancorp, Inc.’s senior management and its financial and legal advisors. The material factors considered by the Rome Bancorp, Inc. board, each of which it believes support its determination and recommendations are as follows:

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The Rome Bancorp, Inc. board also considered potential risks relating to the merger, including the following:

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The discussion of the information and factors considered by the Rome Bancorp, Inc. board is not exhaustive, but includes all material factors considered by the Rome Bancorp, Inc. board. In view of the wide variety of factors considered by the Rome Bancorp, Inc. board in connection with its evaluation of the merger and the complexity of these matters, the Rome Bancorp, Inc. board did not consider it practical to, nor did it attempt to, quantify, rank or otherwise assign relative weights to the specific factors that it considered in reaching its decision. The Rome Bancorp, Inc. board evaluated the factors described above, including asking questions of Rome Bancorp, Inc.’s management and Rome Bancorp, Inc.’s legal and financial advisors, and reached the unanimous decision that the merger was in the best interests of Rome Bancorp, Inc. and its stockholders. In considering the factors described above, individual members of the Rome Bancorp, Inc. board of directors may have given different weights to different factors. Rome Bancorp, Inc.’s board of directors realized there can be no assurance about future results, including results expected or considered in the factors listed above. However, the board concluded the potential positive factors outweighed the potential risks of completing the merger. It should be noted that this explanation of the Rome Bancorp, Inc. board’s reasoning and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under the heading “Caution About Forward-Looking Statements” beginning on page 12.

The Rome Bancorp, Inc. board of directors determined that the merger, the merger agreement and the transactions contemplated thereby are advisable, fair to, and in the best interests of, Rome Bancorp, Inc. and

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its stockholders. Accordingly, the Rome Bancorp, Inc. board of directors unanimously approved the merger agreement and the transactions contemplated thereby.

THE ROME BANCORP, INC. BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT ROME BANCORP, INC. STOCKHOLDERS VOTE “FOR” THE ADOPTION OF THE MERGER AGREEMENT AND “FOR” THE PROPOSAL TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES.

Opinion of Rome Bancorp, Inc.’s Financial Advisor

On April 8, 2010, Rome Bancorp, Inc. retained Sandler O’Neill to act as its financial advisor. Sandler O’Neill is a nationally recognized investment banking firm whose principal business specialty is financial institutions. In the ordinary course of its investment banking business, Sandler O’Neill is regularly engaged in the valuation of financial institutions and their securities in connection with mergers and acquisitions and other corporate transactions.

Sandler O’Neill acted as financial advisor to Rome Bancorp, Inc. in connection with the proposed transaction and participated in certain of the negotiations leading to the execution of the merger agreement. At the October 8, 2010 meeting at which Rome Bancorp, Inc.’s board of directors considered and approved the merger agreement, subject to satisfactory resolution of certain outstanding issues, Sandler O’Neill delivered to the board its oral opinion that, as of such date, the merger consideration was fair to the holders of Rome Bancorp, Inc. common stock from a financial point of view. The full text of Sandler O’Neill’s written opinion, dated October 12, 2010, is attached to this document as Annex B. The opinion outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Sandler O’Neill in rendering its opinion. The description of the opinion set forth below is qualified in its entirety by reference to the opinion. Rome Bancorp, Inc.’s stockholders are urged to read the entire opinion carefully in connection with their consideration of the proposed merger.

Sandler O’Neill’s opinion speaks only as of the date of the opinion. The opinion was directed to Rome Bancorp, Inc.’s board of directors and is directed only to the fairness of the merger consideration to Rome Bancorp, Inc.’s stockholders from a financial point of view. It does not address the underlying business decision of Rome Bancorp, Inc. to engage in the merger or any other aspect of the merger and is not a recommendation to any Rome Bancorp, Inc. stockholder as to how such stockholder should vote at the special meeting with respect to the merger or any other matter.

In connection with its October 12, 2010 opinion, Sandler O’Neill reviewed, among other things:

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Sandler O’Neill also discussed with certain members of senior management of Rome Bancorp, Inc. the business, financial condition, results of operations and prospects of Rome Bancorp, Inc. and held similar discussions with certain members of senior management of Berkshire Hills Bancorp, Inc. regarding the business, financial condition, results of operations and prospects of Berkshire Hills Bancorp, Inc.

In performing its review, Sandler O’Neill relied upon the accuracy and completeness of all of the financial and other information that was available to it from public sources or that was provided to it by Rome Bancorp, Inc. and Berkshire Hills Bancorp, Inc. or their respective representatives and assumed such accuracy and completeness for purposes of rendering its opinion. Sandler O’Neill further relied on the assurances of management of Rome Bancorp, Inc. and Berkshire Hills Bancorp, Inc. that they are not aware of any facts or circumstances that would make any of such information inaccurate or misleading. Sandler O’Neill has not been asked to and has not undertaken an independent verification of any of such information and does not assume any responsibility or liability for the accuracy or completeness thereof. Sandler O’Neill did not make an independent evaluation or appraisal of the specific assets, the collateral securing assets or the liabilities (contingent or otherwise) of Rome Bancorp, Inc. and Berkshire Hills Bancorp, Inc. or any of their subsidiaries, or the collectability of any such assets. Sandler O’Neill did not make an independent evaluation of and rendered no opinion with respect to the adequacy of the allowance for loan losses of Rome Bancorp, Inc., Berkshire Hills Bancorp, Inc. or the combined entity nor did it review any individual credit files relating to Rome Bancorp, Inc. and Berkshire Hills Bancorp, Inc.

With respect to the internal financial projections for Rome Bancorp, Inc. as provided by the senior management of Rome Bancorp, Inc. and the consensus estimates used for Berkshire Hills Bancorp, Inc. and discussed with the management of Berkshire Hills Bancorp, Inc. and in each case used by Sandler O’Neill in its analyses, Rome Bancorp, Inc.’s and Berkshire Hills Bancorp, Inc.’s respective managements confirmed that they reflected the best currently available estimates and judgments of the respective future financial performances of Rome Bancorp, Inc. and Berkshire Hills Bancorp, Inc., respectively, and Sandler O’Neill assumed that such performances would be achieved. With respect to the projections of transaction expenses, purchase accounting adjustments and cost savings determined by and reviewed with the senior management of Berkshire Hills Bancorp, Inc., management confirmed that they reflected the best currently available estimates and judgments of such management and Sandler O’Neill assumed that such performances would be achieved. Sandler O’Neill expressed no opinion as to such financial projections or the assumptions on which they are based. Sandler O’Neill also assumed that there has been no material change in Rome Bancorp, Inc.’s or Berkshire Hills Bancorp, Inc.’s assets, financial condition, results of operations, business or prospects since the date of the most recent financial statements made available to it. Sandler O’Neill assumed in all respects material to its analysis that Rome Bancorp, Inc. and Berkshire Hills Bancorp, Inc. will remain as going concerns for all periods relevant to its analyses, that all of the representations and warranties contained in the merger agreement and all related agreements are true and correct, that each party to the agreements will perform all of the covenants required to be performed by such party under the agreements, that the conditions precedent in the agreements are not waived and that the merger will be a tax-free reorganization for federal income tax purposes. Finally, Rome Bancorp, Inc. has consented to Sandler O’Neill relying on advice received from Rome Bancorp, Inc.’s legal, accounting and tax advisors as to all legal, accounting and tax matters relating to the merger and the other transactions contemplated by the merger agreement.

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Sandler O’Neill’s opinion is necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to it as of October 12, 2010. Events occurring after October 12, 2010 could materially affect such opinion. Sandler O’Neill has not undertaken to update, revise, reaffirm or withdraw this opinion or otherwise comment upon events occurring after the date hereof and expresses no opinion as to what the value of Berkshire Hills Bancorp, Inc.’s common stock will be when issued to Rome Bancorp, Inc.’s stockholders pursuant to the merger agreement or the prices at which Rome Bancorp, Inc.’s and Berkshire Hills Bancorp, Inc.’s common stock may trade at any time.

Sandler O’Neill’s opinion is directed to the board of directors of Rome Bancorp, Inc. in connection with its consideration of the merger and is directed only to the fairness, from a financial point of view, of the merger consideration to the holders of Rome Bancorp, Inc. common stock and does not address the underlying business decision of Rome Bancorp, Inc. to engage in the merger, the relative merits of the merger as compared to any other alternative business strategies that might exist for Rome Bancorp, Inc. or the effect of any other transaction in which Rome Bancorp, Inc. might engage. Sandler O’Neill has consented to inclusion of its opinion and a summary thereof in this proxy statement/prospectus and in the registration statement on Form S-4 which includes this proxy statement/prospectus.

Summary of Proposal.  Sandler O’Neill reviewed the financial terms of the proposed transaction. Using 70% of the outstanding Rome Bancorp, Inc. common shares exchanged at a fixed exchange ratio of 0.5658 share of Berkshire Hills Bancorp, Inc. and 30% exchanged for $11.25 per share in cash, Sandler O’Neill calculated an aggregate transaction value of $73.2 million and a per share consideration of $10.75 as of October 7, 2010. Based upon financial information as or for the last twelve months ended June 30, 2010, Sandler O’Neill calculated the following transaction ratios:

Transaction Ratios

Transaction Value / Tangible Book Value			119	%
Transaction Value / Adjusted Tangible Book Value(1)			136	%
Price / LTM EPS			19.2x
Price / 2010 Estimated EPS(2)			20.7x
Core Deposit Premium(3)			5.8	%
1-Day Market Premium			16.9	%

Data as of October 7, 2010

The aggregate transaction value of approximately $73.2 million is based upon using 70% of the outstanding Rome Bancorp, Inc. common shares exchanged at a fixed exchange ratio of 0.5658 share of Berkshire Hills Bancorp, Inc. common stock and 30% exchanged for $11.25 per share in cash and 6,777,551 Rome Bancorp, Inc. common shares outstanding and 354,000 options outstanding with a with a value of $1.00 per option for Rome Bancorp, Inc. stockholders as of October 7, 2010.

Comparable Group Analysis.  Sandler O’Neill used publicly available information to perform a comparison of selected financial and market trading information for Rome Bancorp, Inc. and Berkshire Hills Bancorp, Inc.

Sandler O’Neill used publicly available information to compare selected financial and market trading information for Rome and a group of financial institutions selected by Sandler O’Neill. The Rome Bancorp, Inc. peer group consisted of selected publicly traded savings banks in New York, Massachusetts and Rhode Island with assets between $250 million and $620 million:

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Rome Bancorp, Inc. Comparable Companies

Central Bancorp, Inc.		Mayflower Bancorp, Inc.
Chicopee Bancorp, Inc.		Newport Bancorp, Inc.
Elmira Savings Bank, FSB		Oneida Financial Corp.
Hampden Bancorp, Inc.

The analysis compared publicly available financial information for Rome Bancorp, Inc. and the mean and median financial and market trading data for the Rome Bancorp, Inc. peer group as of and for the period ended June 30, 2010. The table below sets forth the data for Rome Bancorp, Inc. and the median data for the Rome Bancorp, Inc. peer group as of and for the last twelve months ended June 30, 2010, with pricing data as of October 7, 2010 for the peer group.

Rome Bancorp, Inc. Comparable Group Analysis

		Rome				Comparable Group Median Result
Total Assets (in millions)		$	330			$	527
Return on Average Assets (LTM)			1.08	%			0.45	%
Return on Average Equity (LTM)			5.98	%			5.54	%
Net Interest Margin (LTM)			4.42	%			3.41	%
Efficiency Ratio (LTM)			66.6	%			80.2	%
Tangible Equity / Tangible Assets			18.6	%			8.9	%
Tier 1 Ratio			23.1	%			14.8	%
Total Risk Based Capital Ratio			24.1	%			15.7	%
Loan Loss Reserve / Gross Loans			0.89	%			1.00	%
Loan Loss Reserve / Non-performing Loans			104.6	%			110.9	%
Non-performing Assets / Assets			0.69	%			0.94	%
Price / Tangible Book Value			101.7	%			86.6	%
Price / Last Twelve Months Earnings per Share			16.4x				15.0x
Dividend Yield			3.91	%			1.43	%

Sandler O’Neill also used publicly available information to compare selected financial and market trading information for Berkshire Hills Bancorp, Inc. and a group of financial institutions selected by Sandler O’Neill. The Berkshire Hills Bancorp, Inc. peer group consisted of selected Massachusetts, Rhode Island, Vermont and Maine public banks and thrifts with assets between $1 billion and $5 billion.

Berkshire Hills Bancorp, Inc. Comparable Group Analysis

Bancorp Rhode Island, Inc.		Enterprise Bancorp, Inc.
Bar Harbor Bankshares		First Bancorp, Inc.
Brookline Bancorp, Inc.		Independent Bank Corp.
Cambridge Bancorp		Merchants Bancshares, Inc.
Camden National Corporation		United Financial Bancorp, Inc.
Century Bancorp, Inc.		Washington Trust Bancorp, Inc.
Danvers Bancorp, Inc.		Westfield Financial, Inc.

The analysis compared publicly available financial information Berkshire Hills Bancorp, Inc. and the mean and median financial and market trading data for the Berkshire Hills Bancorp, Inc. peer group as of and for the period ended June 30, 2010. The table below sets forth the data for Berkshire Hills Bancorp, Inc. and the median data for the Berkshire Hills Bancorp, Inc.’s peer group as of and for the last twelve months ended June 30, 2010, with pricing data as of October 7, 2010 for the peer group.

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Berkshire Hills Bancorp, Inc. Comparable Group Analysis

		Berkshire Hills Bancorp, Inc.				Comparable Group Median Result
Total Assets (in millions)		$	2,748			$	1,614
Return on Average Assets			(0.58%)				0.74	%
Return on Average Equity			(3.89%)				7.87	%
Net Interest Margin			3.12	%			3.55	%
Efficiency Ratio			74.7	%			65.9	%
Tangible Equity / Tangible Assets			8.2	%			8.2	%
Tier 1 Ratio			9.5	%			14.1	%
Total Risk Based Capital Ratio			10.7	%			15.4	%
Loan Loss Reserve / Gross Loans			1.57	%			1.44	%
Loan Loss Reserve / Non-performing Loans			167.2	%			104.3	%
Non-performing Assets / Assets			0.80	%			0.81	%
Price / Tangible Book Value			124.5	%			126.7	%
Price / Last Twelve Months Earnings per Share			NM				11.8x
Price / 2010 Estimated Earnings per Share			18.8x				12.7x
Dividend Yield			3.44	%			3.37	%

Stock Trading History.  Sandler O’Neill reviewed the history of the publicly reported trading prices of Rome Bancorp, Inc.’s common stock for the three-year period ended October 7, 2010. Sandler O’Neill also reviewed the history of the reported trading prices Berkshire Hills Bancorp, Inc.’s common stock for the three-year period ended October 7, 2010. Sandler O’Neill then compared the relationship between the movements in the price of Rome Bancorp, Inc.’s common stock against the movements in the prices of the NASDAQ Bank Index, and the Rome Bancorp, Inc.’s peers, listed in the Rome Bancorp, Inc. Comparable Companies above.

During the three-year period ended October 7, 2010, Rome Bancorp, Inc.’s common stock outperformed Berkshire Hills Bancorp, Inc. and the NASDAQ Bank Index.

Rome’s Three-Year Stock Performance

		Beginning Index Value October 7, 2007				Ending Index Value October 7, 2010
Rome Bancorp, Inc.			100.0	%			78.2	%
Berkshire Hills Bancorp, Inc.			100.0				60.3
NASDAQ Bank Index			100.0				53.4
Rome Bancorp, Inc.’s Comparable Companies			100.0				79.2

During the three-year period ended October 7, 2010, Berkshire Hills Bancorp, Inc.’s common stock outperformed the NASDAQ Bank Index.

Berkshire Hills Bancorp, Inc.’s Three-Year Stock Performance

		Beginning Index Value October 7, 2007				Ending Index Value October 7, 2010
Berkshire Hills Bancorp, Inc.			100.0	%			60.3	%
Rome Bancorp, Inc.			100.0				78.2
NASDAQ Bank Index			100.0				53.4
Berkshire Hills Bancorp, Inc.’s
Comparable Companies			100.0				85.4

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Rome Bancorp, Inc. Net Present Value Analysis.  Sandler O’Neill performed an analysis that estimated the present value per common share of Rome Bancorp, Inc. through December 31, 2014, assuming that Rome Bancorp, Inc. performed in accordance with the financial projections for 2010 provided by management, and with the financial projections for 2011 through 2014 as discussed with management. To approximate the terminal value of Rome Bancorp, Inc.’s common stock at December 31, 2014, Sandler O’Neill applied price to earnings multiples of 10.0x to 20.0x and multiples of tangible book value ranging from 80% to 130%. The dividend income streams and terminal values were then discounted to present values using different discount rates ranging from 12.0% to 16.0% chosen to reflect different assumptions regarding required rates of return of holders of Rome Bancorp, Inc. common stock. In addition, the terminal value of Rome Bancorp, Inc.’s common stock at December 31, 2014 was calculated using the same range of earnings multiples (10.0x – 20.0x) applied to a range of discounts and premiums to management’s budget projections. The range applied to the budgeted net income was 25% under budget to 25% over budget, using a discount rate of 14.82% for the tabular analysis. As illustrated in the following tables, this analysis indicated an imputed range of values per share for Rome Bancorp, Inc.’s common stock of $4.51 to $9.10 when applying the price/earnings multiples to the matched budget, $3.83 to $9.94 when applying the price/earnings multiples to the -25% / +25% budget range and $5.45 to $9.40 when applying multiples of tangible book value to the matched budget.

Earnings Per Share Multiples / Variable Discount Rates

Discount Rate		10.0x				12.0x				14.0x				16.0x				18.0x				20.0x
12.0%			5.19				5.97				6.75				7.54				8.32				9.10
13.0%			5.01				5.76				6.51				7.26				8.01				8.77
14.0%			4.84				5.56				6.28				7.00				7.73				8.45
15.0%			4.67				5.37				6.06				6.75				7.45				8.14
16.0%			4.51				5.18				5.85				6.52				7.19				7.85

Earnings Per Share Multiples / Variable Budget

Budget Variance		10.0x				12.0x				14.0x				16.0x				18.0x				20.0x
(25.0%)			3.83				4.35				4.88				5.40				5.92				6.45
(20.0%)			4.00				4.56				5.12				5.68				6.24				6.80
(15.0%)			4.18				4.77				5.37				5.96				6.55				7.15
(10.0%)			4.35				4.98				5.61				6.24				6.87				7.50
(5.0%)			4.53				5.19				5.85				6.52				7.18				7.85
0.0%			4.70				5.40				6.10				6.80				7.50				8.20
5.0%			4.88				5.61				6.34				7.08				7.81				8.55
10.0%			5.05				5.82				6.59				7.36				8.13				8.90
15.0%			5.23				6.03				6.83				7.64				8.44				9.25
20.0%			5.40				6.24				7.08				7.92				8.76				9.59
25.0%			5.58				6.45				7.32				8.20				9.07				9.94

Tangible Book Value Per Share Multiples / Variable Discount Rates

Discount Rate		80%				90%				100%				110%				120%				130%
12.0%			6.28				6.91				7.53				8.15				8.78				9.40
13.0%			6.06				6.66				7.26				7.86				8.45				9.05
14.0%			5.85				6.42				7.00				7.57				8.15				8.72
15.0%			5.64				6.20				6.75				7.30				7.86				8.41
16.0%			5.45				5.98				6.51				7.04				7.58				8.11

In connection with its analyses, Sandler O’Neill considered and discussed with Rome Bancorp, Inc.’s board of directors how the present value analyses would be affected by changes in the underlying assumptions, including variations with respect to net income. Sandler O’Neill noted that the discounted dividend stream and terminal value analysis is a widely used valuation methodology, but the results of such methodology are highly dependent upon the numerous assumptions that must be made, and the results thereof are not necessarily indicative of actual values or future results.

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Berkshire Hills Bancorp, Inc. Net Present Value Analysis.  Sandler O’Neill also performed an analysis that estimated the present value per common share of Berkshire Hills Bancorp, Inc. through December 31, 2014, assuming that Berkshire Hills Bancorp, Inc. performed in accordance with the financial projections for 2010 through 2012 and a projected long-term growth rate of 10.0% thereafter. To approximate the terminal value of Berkshire Hills Bancorp, Inc. common stock at December 31, 2014, Sandler O’Neill applied price to earnings multiples of 11.0x to 16.0x and multiples of tangible book value ranging from 110.0% to 160.0%. The dividend income streams and terminal values were then discounted to present values using different discount rates ranging from 9.0% to 13.0% chosen to reflect different assumptions regarding required rates of return of holders of Berkshire Hills Bancorp, Inc. common stock. In addition, the terminal value of Berkshire Hills Bancorp, Inc. common stock at December 31, 2014 was calculated using the same range of price to earnings multiples of 11.0x to 16.0x applied to a range of discounts and premiums to management’s budget projections. The range applied to the budgeted net income was 25% under budget to 25% over budget, using a discount rate of 10.57% for the tabular analysis. As illustrated in the following tables, this analysis indicated an imputed range of values per share for Berkshire Hills Bancorp, Inc.’s common stock of $14.15 to $22.91 when applying the price/earnings multiples to the matched budget, $12.18 to $26.38 when applying the price/earnings multiples to the -25% / +25% budget range and $14.78 to $24.00 when applying price/tangible book value 110.0% to 160.0% budget range to the matched budget.

Earnings Per Share Multiples / Variable Discount Rates

•   Discount Rate		11.0x				12.0x				13.0x				14.0x				15.0x				16.0x
9.0%			16.47				17.76				19.05				20.34				21.62				22.91
10.0%			15.85				17.08				18.32				19.56				20.79				22.03
11.0%			15.25				16.44				17.63				18.81				20.00				21.19
12.0%			14.69				15.83				16.97				18.11				19.25				20.39
13.0%			14.15				15.24				16.34				17.43				18.53				19.63

Earnings Per Share Multiples / Variable Budgets

•   Budget Variance		11.0x				12.0x				13.0x				14.0x				15.0x				16.0x
(25.0%)			12.18				13.08				13.99				14.90				15.80				16.71
(20.0%)			12.84				13.81				14.78				15.74				16.71				17.68
(15.0%)			13.51				14.53				15.56				16.59				17.62				18.64
(10.0%)			14.17				15.26				16.35				17.43				18.52				19.61
(5.0%)			14.84				15.98				17.13				18.28				19.43				20.58
0.0%			15.50				16.71				17.92				19.13				20.33				21.54
5.0%			16.17				17.43				18.70				19.97				21.24				22.51
10.0%			16.83				18.16				19.49				20.82				22.15				23.48
15.0%			17.49				18.88				20.27				21.66				23.05				24.44
20.0%			18.16				19.61				21.06				22.51				23.96				25.41
25.0%			18.82				20.33				21.84				23.35				24.87				26.38

Tangible Book Value Per Share Multiples / Variable Discount Rates

•   Discount Rate		110%				120%				130%				140%				150%				160%
9.0%			17.22				18.58				19.93				21.29				22.65				24.00
10.0%			16.56				17.87				19.17				20.47				21.77				23.08
11.0%			15.94				17.19				18.44				19.69				20.94				22.19
12.0%			15.35				16.55				17.75				18.95				20.15				21.35
13.0%			14.78				15.94				17.09				18.24				19.40				20.55

Analysis of Selected Merger Transactions.  Sandler O’Neill reviewed 19 merger transactions announced from June 1, 2009 through October 1, 2010 involving banks and thrifts in the New England and Mid Atlantic regions with announced transaction values greater than $15 million. Sandler O’Neill reviewed the following multiples: transaction price at announcement to last twelve months’ earnings per share, transaction price to 2010 estimated earnings per share, transaction price to tangible book value, transaction price to adjusted tangible book value, transaction price to core deposits, and transaction price to seller price one day before

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announcement. As illustrated in the following table, Sandler O’Neill compared the proposed merger multiples to the median multiples of comparable transactions.

•    Comparable Transaction Multiples

		BHLB / ROME				Median Group Multiple
Transaction Price / Last Twelve Months Earnings Per Share			19.2x				22.7x
Transaction Price / 2010 Estimated Earnings Per Share(1)			20.7x				21.6x
Transaction Price / Tangible Book Value			119	%			120	%
Transaction Price / Adjusted Tangible Book Value(2)			136	%			NM
Tangible Book Premium/Core Deposits(3)			5.8	%			3.0	%
Transaction Price /Seller Price One Day Before Announcement			16.9	%			51.8	%

Pro Forma Merger Analysis.  Sandler O’Neill analyzed certain potential pro forma effects of the merger, assuming the following: (i) the merger closes on March 31, 2011; (ii) the deal value per share is equal to $10.75 per Rome Bancorp, Inc. share given 70% of the outstanding Rome Bancorp, Inc. common shares will be exchanged at a fixed exchange ratio of 0.5658 share of Berkshire Hills Bancorp, Inc. and 30% exchanged for $11.25 in cash; (iii) 36.5% cost savings of Rome Bancorp, Inc.’s projected operating expense which is 75% phased in during 2011 and fully phased in by 2012; (iv) approximately $7.0 mm in pre-tax transaction costs and expenses; expensed at close (v) a core deposit intangible of 2.5% based on all CD deposits less than $100,000 (8 year, sum-of-year digit amortization method) (vi) a 2.00% opportunity cost of cash; (vii) Rome Bancorp, Inc.’s performance was calculated in accordance with management’s budget and guidance; and (viii) Berkshire Hills Bancorp, Inc.’s performance was calculated in accordance street estimates from the year ended December 31, 2010 through December 31, 2012, and a long-term growth rate of 10.0% was applied thereafter. The analyses indicated that for the year ending December 31, 2011, the merger would be accretive to Berkshire Hills Bancorp, Inc.’s projected earnings per share excluding transaction costs, and at March 31, 2011 the merger would be dilutive to Berkshire Hills Bancorp, Inc.’s tangible book value per share. The actual results achieved by the combined company may vary from projected results and the variations may be material.

Miscellaneous.  Sandler O’Neill acted as Rome Bancorp, Inc.’s financial advisor in connection with the merger and will receive a fee for its services equal to one percent of the aggregate purchase price of the merger, as well as a fee of $200,000 for rendering its opinion, which fee shall be credited against the one percent fee referenced above if the merger is completed. Rome Bancorp, Inc. has also agreed to indemnify Sandler O’Neill against certain liabilities arising out of its engagement. In the ordinary course of our business as a broker-dealer, Sandler O’Neill may purchase securities from and sell securities to Rome Bancorp, Inc. and Berkshire Hills Bancorp, Inc. and their respective affiliates.

Consideration to be Received in the Merger

When the merger becomes effective, each share of Rome Bancorp, Inc. common stock issued and outstanding immediately before the completion of the merger will automatically be converted into the right to receive, at the holder’s election, either (a) $11.25 in cash without interest or (b) 0.5658 shares of Berkshire Hills Bancorp, Inc. common stock and cash instead of fractional shares, subject to the allocation restrictions discussed below.

Although stockholders of Rome Bancorp, Inc. are being given the choice of whether to receive cash or Berkshire Hills Bancorp, Inc. common stock in exchange for their shares of Rome Bancorp, Inc. common stock, all cash and stock elections will be subject to the allocation and proration procedures as well as other provisions in the merger agreement such that the aggregate merger consideration to be paid by Berkshire Hills Bancorp, Inc. will be in the form of 70% Berkshire Hills Bancorp, Inc. common stock and 30% in cash.

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If Berkshire Hills Bancorp, Inc. declares a stock dividend or distribution on shares of its common stock or subdivides, splits, reclassifies or combines the shares of Berkshire Hills Bancorp, Inc. common stock prior to the effective time of the merger, then the exchange ratio will be adjusted to provide Rome Bancorp, Inc. stockholders with the same economic effect as contemplated by the merger agreement prior to any of these events.

Rome Bancorp, Inc. stockholders will not receive fractional shares of Berkshire Hills Bancorp, Inc. common stock. Instead, Rome Bancorp, Inc. stockholders will receive a cash payment for any fractional shares in an amount equal to the product of (i) the fraction of a share of Berkshire Hills Bancorp, Inc. common stock to which such stockholder is entitled multiplied by (ii) the average closing price of Berkshire Hills Bancorp, Inc. common stock during the five consecutive trading days ending on the day that is five business days before the closing date of the merger.

Treatment of Rome Bancorp, Inc. Stock Options

At the effective time of the merger, each option to purchase shares Rome Bancorp, Inc. common stock granted under Rome Bancorp, Inc.’s stock option plans that is outstanding and unexercised immediately before the closing of the merger will cease to represent a right to acquire shares of Rome Bancorp, Inc. common stock and will be terminated and the holder of the stock option shall receive an amount of cash determined by multiplying (i) the greater of (A) the excess, if any, of $11.25 over the stock option exercise price per share or (B) $1.00 by (ii) the number of shares of Rome Bancorp, Inc. common stock that the holder could have purchased assuming full vesting of that option. No outstanding Rome Bancorp, Inc. stock options may be exercised during the pendency of the merger.

Cash or Stock Election

Under the terms of the merger agreement, Rome Bancorp, Inc. stockholders may elect to convert their shares into cash, Berkshire Hills Bancorp, Inc. common stock or a mixture of cash and Berkshire Hills Bancorp, Inc. common stock. All elections of Rome Bancorp, Inc. stockholders are further subject to the allocation and proration procedures described in the merger agreement. These procedures provide that the number of shares of Rome Bancorp, Inc. common stock to be converted into Berkshire Hills Bancorp, Inc. common stock in the merger must be 70% of the total number of shares of Rome Bancorp, Inc. common stock issued and outstanding on the date of the merger and that the total value of the stock portion of the merger consideration must be equal to at least 30% of the merger consideration. Neither Berkshire Hills Bancorp, Inc. nor Rome Bancorp, Inc. is making any recommendation as to whether Rome Bancorp, Inc. stockholders should elect to receive cash or Berkshire Hills Bancorp, Inc. common stock in the merger. Holders of Rome Bancorp, Inc. common stock must make their own decisions with respect to such election.

It is unlikely that elections will be made in the exact proportions provided for in the merger agreement. As a result, the merger agreement describes procedures to be followed if Rome Bancorp, Inc. stockholders in the aggregate elect to receive more or less of the Berkshire Hills Bancorp, Inc. common stock than Berkshire Hills Bancorp, Inc. has agreed to issue. These procedures are summarized below.

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Notwithstanding these rules, as described under “— Material Tax Consequences of the Merger,” it may be necessary for Berkshire Hills Bancorp, Inc. to reduce the number of shares of Rome Bancorp, Inc. common stock that will be converted into the right to receive cash and correspondingly increase the number of shares of Rome Bancorp, Inc. common stock that will be converted into Berkshire Hills Bancorp, Inc. common stock. If this adjustment is necessary, stockholders who elect to receive cash or a mixture of cash and stock may be required on a pro rata basis to receive a greater amount of Berkshire Hills Bancorp, Inc. common stock than they otherwise would have received.

No guarantee can be made that Rome Bancorp, Inc. stockholders will receive the amounts of cash and/or stock they elect. As a result of the allocation procedures and other limitations outlined in this document and in the merger agreement, Rome Bancorp, Inc. stockholders may receive Berkshire Hills Bancorp, Inc. common stock or cash in amounts that vary from the amounts they elect to receive.

Election Procedures; Surrender of Stock Certificates

An election form is being provided under separate cover to holders of shares of Rome Bancorp, Inc. common stock. Each election form entitles the holder of the Rome Bancorp, Inc. common stock to elect to receive cash, Berkshire Hills Bancorp, Inc. common stock, or a combination of cash and stock, or make no election with respect to the merger consideration he or she wishes to receive.

To make an effective election, Rome Bancorp, Inc. stockholders must submit a properly completed election form, along with their Rome Bancorp, Inc. stock certificates representing all shares of Rome Bancorp, Inc. common stock covered by the election form (or an appropriate guarantee of delivery), to Registrar and Transfer Company on or before 5:00 p.m., Eastern Time, on . Registrar and Transfer Company will act as exchange agent in the merger and in that role will process the exchange of Rome Bancorp, Inc. stock certificates for cash and/or Berkshire Hills Bancorp, Inc. common stock. The exchange agent will allocate cash and stock among Rome Bancorp, Inc. stockholders, consistent with their elections and the allocation and proration procedures. If Rome Bancorp, Inc. stockholders do not submit an election form, Rome Bancorp, Inc. stockholders will receive instructions from the exchange agent on where to surrender their Rome Bancorp, Inc. stock certificates after the merger is completed. In any event, Rome Bancorp, Inc. stockholders should not forward their Rome Bancorp, Inc. stock certificates with their proxy cards.

Rome Bancorp, Inc. stockholders may change their election at any time before the election deadline by written notice accompanied by a properly completed and signed later dated election form received by the exchange agent before the election deadline or by withdrawal of their stock certificates by written notice before the election deadline. All elections will be revoked automatically if the merger agreement is terminated. If Rome Bancorp, Inc. stockholders have a preference for receiving either Berkshire Hills Bancorp, Inc. stock and/or cash for their Rome Bancorp, Inc. stock, they should complete and return the election form. If Rome Bancorp, Inc. stockholders do not make an election, they will be allocated Berkshire Hills Bancorp, Inc. common stock and/or cash depending on the elections made by other stockholders.

Neither Berkshire Hills Bancorp, Inc. nor Rome Bancorp, Inc. makes any recommendation as to whether Rome Bancorp, Inc. stockholders should elect to receive cash, stock or a combination of cash and stock in the merger. Rome Bancorp, Inc. stockholders must make their own decision with respect to their election.

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Generally, the merger will be a tax-free transaction for Rome Bancorp, Inc. stockholders to the extent they receive Berkshire Hills Bancorp, Inc. common stock. See “— Material Tax Consequences of the Merger.”

If certificates for Rome Bancorp, Inc. common stock are not immediately available or Rome Bancorp, Inc. stockholders are unable to send the election form and other required documents to the exchange agent before the election deadline, Rome Bancorp, Inc. shares may be properly exchanged, and an election will be effective, if:

Rome Bancorp, Inc. stockholders who do not submit a properly completed election form or revoke their election form before the election deadline and do not submit a new properly completed election form before the election deadline will have their shares of Rome Bancorp, Inc. common stock designated as non-election shares. Rome Bancorp, Inc. stock certificates represented by elections that have been revoked will be promptly returned without charge to the Rome Bancorp, Inc. stockholder revoking the election upon written request.

After the completion of the merger, the exchange agent will mail to Rome Bancorp, Inc. stockholders who do not submit election forms or who have revoked such forms a letter of transmittal, together with instructions for the exchange of their Rome Bancorp, Inc. common stock certificates for the merger consideration. Until Rome Bancorp, Inc. stockholders surrender their Rome Bancorp, Inc. stock certificates for exchange after completion of the merger, Rome Bancorp, Inc. stockholders will not be paid dividends or other distributions declared after the merger with respect to any Berkshire Hills Bancorp, Inc. common stock into which their Rome Bancorp, Inc. shares have been converted. When Rome Bancorp, Inc. stockholders surrender their Rome Bancorp, Inc. stock certificates, Berkshire Hills Bancorp, Inc. will pay any unpaid dividends or other distributions, without interest. After the completion of the merger, there will be no further transfers of Rome Bancorp, Inc. common stock. Rome Bancorp, Inc. stock certificates presented for transfer after the completion of the merger will be canceled and exchanged for the merger consideration.

If their Rome Bancorp, Inc. stock certificates have been either lost, stolen or destroyed, Rome Bancorp, Inc. stockholders will have to prove your ownership of these certificates and that they were lost, stolen or destroyed before they receive any consideration for your shares. The election form includes instructions on how to provide evidence of ownership.

Accounting Treatment of the Merger

In accordance with current accounting guidance, the merger will be accounted for using the acquisition method. The result of this is that the recorded assets and liabilities of Berkshire Hills Bancorp, Inc. will be carried forward at their recorded amounts, the historical operating results will be unchanged for the prior periods being reported on and that the assets and liabilities of Rome Bancorp, Inc. will be adjusted to fair value at the date of the merger. In addition, all identified intangibles will be recorded at fair value and included as part of the net assets acquired. To the extent that the purchase price, consisting of cash plus the number of shares of Berkshire Hills Bancorp, Inc. common stock to be issued to former Rome Bancorp, Inc. stockholders and option holders at fair value, exceeds the fair value of the net assets including identifiable intangibles of Rome Bancorp, Inc. at the merger date, that amount will be reported as goodwill. In accordance with current accounting guidance, goodwill will not be amortized but will be evaluated for impairment annually. Identified intangibles will be amortized over their estimated lives. Further, the acquisition method of