<SUBMISSION>
<ACCESSION-NUMBER>0000914317-02-000292
<TYPE>DEF 14A
<PUBLIC-DOCUMENT-COUNT>1
<PERIOD>20020502
<FILING-DATE>20020328
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>BERKSHIRE HILLS BANCORP INC
<CIK>0001108134
<ASSIGNED-SIC>6036
<IRS-NUMBER>043510455
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>DEF 14A
<ACT>34
<FILE-NUMBER>001-15781
<FILM-NUMBER>02591529
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>24 NORTH ST.
<CITY>PITTSFIELD
<STATE>MA
<ZIP>01201
<PHONE>4134435601
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>24 NORTH ST
<CITY>PITTSFIELD
<STATE>MA
<ZIP>01201
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>DEF 14A
<SEQUENCE>1
<FILENAME>def14a-42911_31502.txt
<TEXT>
                            SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the registrant [ X ]

Filed by a party other than the registrant [ _ ]


Check the appropriate box:
[ _ ]     Preliminary proxy statement

[ _ ]  Confidential,  for  Use  of the  Commission  only  (as  permitted
       by Rule 14a-6(e)(2))

[ X ]  Definitive proxy statement

[ _ ]  Definitive additional materials

[ _ ]  Soliciting material pursuant to Rule 14a-12


                          Berkshire Hills Bancorp, Inc.
--------------------------------------------------------------------------------
                (Name of Registrant as Specified in Its Charter)


--------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

[ X ]  No fee required.
[ _ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)    Title of each class of securities to which transaction applies:

        N/A
--------------------------------------------------------------------------------
(2)    Aggregate number of securities to which transactions applies:
        N/A
--------------------------------------------------------------------------------
(3)    Per unit  price  or other  underlying  value of  transaction  computed
       pursuant to Exchange  Act Rule 0-11 (set forth the amount on which the
       filing fee is calculated and state how it was determined):
        N/A
--------------------------------------------------------------------------------
(4)    Proposed maximum aggregate value of transaction:
        N/A
--------------------------------------------------------------------------------
(5)      Total fee paid:
        N/A
--------------------------------------------------------------------------------

[ _ ]  Fee paid previously with preliminary materials.

[ _ ]  Check box if any part of the fee is offset as provided by Exchange Act
       Rule 0-11 (a)(2) and identify the filing for which the  offsetting fee
       was paid  previously.  Identify  the previous  filing by  registration
       statement number, or the Form or Schedule and the date of its filing.



(1)      Amount Previously Paid:
         N/A
--------------------------------------------------------------------------------
(2)       Form, Schedule or Registration Statement No.:
         N/A
--------------------------------------------------------------------------------
(3)      Filing Party:
         N/A
--------------------------------------------------------------------------------
(4)      Date Filed:
         N/A
--------------------------------------------------------------------------------

<PAGE>


                                 March 28, 2002


Dear Stockholder:

     You are cordially  invited to attend the annual meeting of  stockholders of
Berkshire  Hills  Bancorp,  Inc.  The meeting  will be held at the Crowne  Plaza
Hotel, One West Street, Pittsfield,  Massachusetts,  on Thursday, May 2, 2002 at
10:00 a.m., local time.

     The notice of annual meeting and proxy statement appearing on the following
pages  describe the formal  business to be transacted at the meeting.  Directors
and  officers of the  Company,  as well as a  representative  of Wolf & Company,
P.C.,  the  Company's  independent  auditors,  will be  present  to  respond  to
appropriate questions of stockholders.

     It is important that your shares are  represented at this meeting,  whether
or not you attend the meeting in person and  regardless  of the number of shares
you own. To make sure your shares are  represented,  we urge you to complete and
mail the enclosed proxy card promptly.  If you attend the meeting,  you may vote
in person even if you have previously mailed a proxy card.

     We look forward to seeing you at the meeting.

                               Sincerely,


                               /s/James A. Cunningham, Jr.
                               ---------------------------
                               James A. Cunningham, Jr.
                               President and Chief Executive Officer


<PAGE>



                          Berkshire Hills Bancorp, Inc.
                                 24 North Street
                         Pittsfield, Massachusetts 01201
--------------------------------------------------------------------------------

                    Notice of Annual Meeting of Stockholders

--------------------------------------------------------------------------------


     On Thursday,  May 2, 2002,  Berkshire  Hills Bancorp,  Inc. (the "Company")
will hold its annual meeting of stockholders at the Crowne Plaza Hotel, One West
Street, Pittsfield,  Massachusetts.  The meeting will begin at 10:00 a.m., local
time. At the meeting, the stockholders will consider and act on the following:

     1.   The election of six directors to serve for a term of three years;

     2.   The  ratification  of the  appointment  of  Wolf &  Company,  P.C.  as
          independent  auditors  for the  Company  for the  fiscal  year  ending
          December 31, 2002; and

     3.   The  transaction  of any other  business that may properly come before
          the meeting.

     NOTE: The Board of Directors is not aware of any other  business  scheduled
to come before the meeting.

     Only  stockholders of record at the close of business on March 14, 2002 are
entitled to receive notice of and to vote at the meeting and any  adjournment or
postponement of the meeting.

     Please complete and sign the enclosed form of proxy,  which is solicited by
the Board of Directors, and mail it promptly in the enclosed envelope. The proxy
will not be used if you attend the meeting and vote in person.

                              BY ORDER OF THE BOARD OF DIRECTORS


                              /s/ Rose A. Borotto
                              -------------------
                              Rose A. Borotto
                              Corporate Secretary


Pittsfield, Massachusetts
March 28, 2002

IMPORTANT:  The prompt  return of proxies  will save the  Company the expense of
further  requests  for  proxies  in order to ensure a quorum.  A  self-addressed
envelope is enclosed for your  convenience.  No postage is required if mailed in
the United States.


<PAGE>



                          Berkshire Hills Bancorp, Inc.
                       ----------------------------------

                                 Proxy Statement
                       ----------------------------------

     This proxy  statement is furnished in connection  with the  solicitation of
proxies  by the  Board of  Directors  of  Berkshire  Hills  Bancorp,  Inc.  (the
"Company" or "Berkshire Hills") to be used at the annual meeting of stockholders
of the  Company.  The Company is the holding  company  for  Berkshire  Bank (the
"Bank").  The annual  meeting will be held at the Crowne  Plaza Hotel,  One West
Street, Pittsfield, Massachusetts, on Thursday, May 2, 2002 at 10:00 a.m., local
time.  This proxy  statement  and the  enclosed  proxy card are being  mailed to
stockholders of record on or about March 28, 2002.

                           Voting and Proxy Procedure

Who Can Vote at the Meeting

     You are  entitled to vote your  Company  common stock if the records of the
Company  show that you held your shares as of the close of business on March 14,
2002. If your shares are held in a stock brokerage account or by a bank or other
nominee, you are considered the beneficial owner of shares held in "street name"
and these proxy  materials are being forwarded to you by your broker or nominee.
As the beneficial owner, you have the right to direct your broker how to vote.

     As of the close of business on March 14, 2002, a total of 6,273,740  shares
of Company  common  stock was  outstanding.  Each share of common  stock has one
vote. As provided in the Company's Certificate of Incorporation,  a record owner
of the Company's  common stock which is beneficially  owned,  either directly or
indirectly,  by a person who beneficially owns in excess of 10% of the Company's
outstanding shares, is not entitled to any vote in respect of the shares held in
excess of the 10% limit.

Attending the Meeting

     If you are a stockholder as of the close of business on March 14, 2002, you
may attend the meeting.  However,  if you hold your shares in street  name,  you
will need proof of ownership to be admitted to the meeting.  A recent  brokerage
statement or a letter from a bank or broker are examples of proof of  ownership.
If you want to vote your shares of Company  common  stock held in street name 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.

Vote Required

     A majority of the  outstanding  shares of common stock  entitled to vote is
required to be  represented  at the meeting in order to  constitute a quorum for
the  transaction of business.  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 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.


                                        1

<PAGE>



     In  voting  on the  election  of  directors,  you may  vote in favor of all
nominees,  withhold  votes as to all  nominees or withhold  votes as to specific
nominees. There is no cumulative voting for the election of directors. Directors
are  elected by a  plurality  of the votes  cast.  This means that the  nominees
receiving the greatest number of votes will be elected.  Votes that are withheld
and broker non-votes will have no effect on the outcome of the election.

     In voting on the ratification of the appointment of Wolf & Company, P.C. as
independent  auditors,  you may  vote in  favor  of the  proposal,  against  the
proposal or abstain from voting.  This matter will be decided by the affirmative
vote of a majority of the votes cast.  Broker non-votes and abstentions will not
be counted as votes cast and will have no effect on the voting on this proposal.

Voting by Proxy

     The  Company's  Board of Directors is sending you this proxy  statement for
the purpose of requesting  that you allow your shares of Company common stock to
be  represented at the annual meeting by the persons named in the enclosed proxy
card. All shares of Company common stock  represented at the meeting by properly
executed and dated proxies will be voted according to the instructions indicated
on the proxy  card.  If you sign,  date and return a proxy card  without  giving
voting  instructions,  your shares will be voted as recommended by the Company's
Board of Directors.  The Board of Directors  recommends a vote "FOR" each of the
nominees and "FOR" ratification of Wolf & Company, P.C. as independent auditors.

     If any matters not described in this proxy statement are properly presented
at the  annual  meeting,  the  persons  named in the  proxy  card will use their
judgment to determine how to vote your shares. This includes a motion to adjourn
or postpone the meeting in order to solicit  additional  proxies.  If the annual
meeting is postponed or adjourned, your Company common stock may be voted by the
persons  named in the proxy card on the new meeting date as well,  provided such
new meeting occurs within 30 days of the annual meeting and you have not revoked
your proxy.  The Company  does not know of any other  matters to be presented at
the meeting.

     You may  revoke  your  proxy  at any time  before  the vote is taken at the
meeting.  To revoke your proxy you must either advise the Corporate Secretary of
the Company in writing  before  your  common  stock has been voted at the annual
meeting,  deliver a later dated proxy or attend the meeting and vote your shares
in  person  by  ballot.  Attendance  at the  annual  meeting  will not in itself
constitute revocation of your proxy.

     If your  Company  common  stock is held in street  name,  you will  receive
instructions  from your  broker,  bank or other  nominee that you must follow in
order to have your  shares  voted.  Your broker or bank may allow you to deliver
your voting  instructions  via the telephone or the Internet.  Please review the
proxy card or  instruction  form that is provided by your broker,  bank or other
nominee which accompanies this proxy statement.



                                        2

<PAGE>



Participants in Berkshire Bank's ESOP

     If you  participate in the Berkshire Bank Employee Stock Ownership Plan you
will receive a vote  authorization  form which  permits you to instruct the ESOP
trustee how you would like the shares  allocated  to you under the ESOP voted on
the matters presented at the annual meeting.  Shares of common stock held by the
ESOP which have not been  allocated to  participants  and  allocated  shares for
which no  timely  voting  instructions  are  received  will be voted by the ESOP
trustee in the same  proportion  as shares for which the  trustee  has  received
voting  instructions,  subject to the  exercise  of its  fiduciary  duties.  The
deadline for returning your voting instructions to the ESOP trustee is April 22,
2002.

                                 Stock Ownership

     The following table provides information as of March 14, 2002, with respect
to persons known by the Company to be the  beneficial  owners of more than 5% of
the Company's  outstanding  common stock.  A person may be considered to own any
shares of common stock over which he or she has, directly or indirectly, sole or
shared voting or investing power.

<TABLE>
<CAPTION>

                                                       Number of Shares       Percent of Common
Name and Address                                             Owned            Stock Outstanding
--------------------                                  -------------------   ---------------------

<S>                                                        <C>                      <C>
Berkshire Bank Employee Stock Ownership Plan               613,900(1)               9.8%
24 North Street
Pittsfield, Massachusetts 01201

Berkshire Hills Foundation                                 568,427(2)               9.1
24 North Street
Pittsfield, Massachusetts 01201

DePrince, Race & Zollo, Inc.                               490,500(3)               7.8
201 South Orange Avenue, Suite 850
Orlando, Florida 32801

Private Capital Management                                 460,100(4)               7.3
8889 Pelican Bay Boulevard
Naples, Florida 34108
</TABLE>

(1)  Under the terms of the ESOP, the ESOP trustee will vote shares allocated to
     participants' accounts in the manner directed by the participants. The ESOP
     trustee, subject to its fiduciary  responsibilities,  will vote unallocated
     shares and  allocated  shares for which no timely voting  instructions  are
     received  in the same  proportion  as  shares  for which  the  trustee  has
     received  proper voting  instructions  from  participants.  As of March 14,
     2002,  83,954  shares had been  allocated  to  participants'  accounts  and
     529,946 shares remained unallocated under the ESOP.

(2)  The terms of the  Foundation's  gift instrument  require that all shares of
     common stock held by the Foundation  must be voted in the same ratio as all
     other  shares  of  Company  common  stock on all  proposals  considered  by
     stockholders of the Company.

(3)  Based on information  filed in a Schedule 13G with the U.S.  Securities and
     Exchange Commission on February 14, 2001.

(4)  Based on information  filed in a Schedule 13G with the U.S.  Securities and
     Exchange Commission on February 15, 2002.



                                        3

<PAGE>



     The following table provides information about the shares of Company common
stock that may be considered to be owned by each director of the Company, by the
executive officers named in the Summary  Compensation Table and by all directors
and executive  officers of the Company as a group as of March 14, 2002. A person
may be  considered  to own any shares of common  stock over which he or she has,
directly  or  indirectly,  sole or shared  voting or  investment  power.  Unless
otherwise  indicated,  each  of  the  named  individuals  has  sole  voting  and
investment power with respect to the shares shown.

<TABLE>
<CAPTION>

                                              Number of               Number of Shares
                                             Shares Owned                That May Be                Percent of
                                         (Excluding Options)       Acquired Within 60 Days         Common Stock
                                             (1)(2)(3)(4)           by Exercising Options        Outstanding (5)
Name                                    ----------------------   ---------------------------   --------------------
----
<S>                                           <C>                            <C>                     <C>
Thomas O. Andrews....................         30,755                         2,302                      *
James A. Cunningham, Jr..............        109,233(6)                     27,626                   2.2%
Michael P. Daly......................         33,247                         7,674                      *
Thomas R. Dawson.....................         12,255                         2,302                      *
Henry D. Granger.....................         10,755                         2,302                      *
A. Allen Gray........................         20,845                         2,302                      *
John Kittredge.......................          7,790                         2,302                      *
Peter J. Lafayette...................         11,755(7)                      2,302                      *
Edward G. McCormick..................         15,931                         2,302                      *
Catherine B. Miller..................         16,952(8)                      2,302                      *
Michael G. Miller....................         41,442(9)                      2,302                      *
Raymond B. Murray, III...............         18,630                         2,302                      *
Louis J. Oggiani.....................          8,357(10)                     2,302                      *
Charles F. Plungis, Jr...............         25,527                         3,070                      *
Robert S. Raser......................          7,341(11)                     2,302                      *
Susan M. Santora.....................         24,443                         4,605                      *
Corydon L. Thurston..................         10,959(12)                     2,302                      *
Ann H. Trabulsi......................         16,755(13)                     2,302                      *
Robert A. Wells......................         66,242(14)                    12,278                   1.2%
William E. Williams..................         12,889(15)                     2,302                      *
Anne Everest Wojtkowski..............          7,755                         2,302                      *

All Executive Officers and
Directors as a Group (21 persons)            509,858                        92,085                   9.5%
</TABLE>
________________________________
*Represents less than 1% of shares outstanding
(1)       Includes  unvested shares of restricted  stock awards held in trust as
          part of the Berkshire Hills Bancorp,  Inc. 2001 Stock-Based  Incentive
          Plan,  with respect to which the  beneficial  owner has voting but not
          investment power as follows:  Messrs. Andrews,  Dawson, Granger, Gray,
          Kittredge,  Lafayette,  McCormick,  Miller,  Murray,  Oggiani,  Raser,
          Thurston,  Williams and Ms. Miller,  Ms. Trabulsi and Ms.  Wojtkowski,
          each--4,604  shares; Mr.  Cunningham--61,389  shares; Mr. Daly--17,190
          shares; Mr. Plungis--17,188  shares; Ms.  Santora--17,188  shares; and
          Mr. Wells--29,467 shares.
(2)       Includes shares allocated to the account of the individuals  under the
          Berkshire Bank Employee  Stock  Ownership  Plan,  with respect to each
          individual  has  voting  but not  investment  power  as  follows:  Mr.
          Cunningham--1,607  shares; Mr. Daly--1,474 shares; Mr.  Plungis--1,495
          shares; Ms. Santora--1,329 shares; and Mr. Wells--1,607 shares.
(3)       Includes   shares  held  in  trust  as  part  of  the  Berkshire  Bank
          Supplemental  Executive  Retirement  Plan,  with  respect to which the
          beneficial   owner  has   shared   voting   power  as   follows:   Mr.
          Cunningham--1,709   shares  and  Mr.  Wells--921  shares.

     (footnotes continued on following page)

                                        4

<PAGE>



(4)       Includes  shares held in trust in the Berkshire Bank 401(k) Plan as to
          which each participant has investment but not voting power as follows:
          Mr.   Cunningham--25,680   shares;   Mr.   Daly--7,785   shares;   Ms.
          Santora--1,628 shares; and Mr. Wells--25,680 shares.

(5)       Based on  6,273,740  shares of Company  common stock  outstanding  and
          entitled  to vote as of March  14,  2002,  plus for each  person,  the
          number  of shares  that  such  person  may  acquire  within 60 days by
          exercising stock options.

(6)       Includes 500 shares held by Mr. Cunningham's child.

(7)       Includes  2,460  shares held by Mr.  Lafayette's  spouse's  individual
          retirement account.

(8)       Includes 1,023 shares held by Ms. Miller's spouse.

(9)       Includes 512 shares held by Mr. Miller's spouse and 25,000 shares held
          by a corporation in which Mr. Miller shares voting power.

(10)      Includes 51 shares held by each of Mr. Oggiani's two children.

(11)      Includes 405 shares held by Mr. Raser's spouse's individual retirement
          account.

(12)      Includes 102 shares held by each of Mr. Thurston's two children.

(13)      Includes 1,000 shares held by Ms. Trabulsi's spouse.

(14)      Includes 1,100 shares held by Mr. Wells' spouse.

(15)      Includes  2,558  shares held by a  corporation  in which Mr.  Williams
          shares voting power.

                       Proposal 1 -- Election of Directors

     The  Company's  Board of Directors  consists of eighteen  members.  Sixteen
directors are independent  and two directors are officers.  The Board is divided
into three  classes  with  three-year  staggered  terms,  with  one-third of the
directors  elected each year.  The nominees for election this year are Thomas O.
Andrews, A. Allen Gray, Catherine B. Miller, Michael G. Miller, Louis J. Oggiani
and William E. Williams, each of whom is a director of the Company and the Bank.

     It is intended that the proxies solicited by the Board of Directors will be
voted for the election of the nominees named above.  If any nominee is unable to
serve, the persons named in the proxy card would vote your shares to approve the
election of any  substitute  proposed by the Board of Directors.  Alternatively,
the Board of Directors  may adopt a resolution  to reduce the size of the Board.
At this time, the Board of Directors knows of no reason why any nominee might be
unable to serve.

     The Board of  Directors  recommends a vote "FOR" the election of all of the
     nominees.

     Information  regarding the nominees and the directors  continuing in office
is provided below. Unless otherwise stated, each individual has held his current
occupation  for the  last  five  years.  The  age  indicated  in each  nominee's
biography is as of December 31, 2001.  There are no family  relationships  among
the  directors  or executive  officers.  The  indicated  period for service as a
director includes service as a director of the Bank.

                       Nominees for Election of Directors

     The following nominees standing for election are:

     Thomas O.  Andrews is the  President  and Chief  Executive  Officer of H.S.
Andrews  Insurance  Agency,  Inc. in Great  Barrington,  Massachusetts.  Age 63.
Director since 1980.

     A. Allen Gray is a vice president and general  counsel of General  Dynamics
Defense  Systems,   Inc.,  a  government   contractor   located  in  Pittsfield,
Massachusetts. Age 57. Director since 1996.


                                        5

<PAGE>



     Catherine  B. Miller is a former  partner and vice  president  of Wheeler &
Taylor, Inc., an insurance agency with offices in Stockbridge,  Great Barrington
and Sheffield, Massachusetts. Age 60. Director since 1983.

     Michael G. Miller has served as the President of South Mountain Products, a
food importer  located in Pittsfield,  Massachusetts  since 1997. Mr. Miller was
retired from 1995 until 1997. Age 59. Director since 1989.

     Louis J. Oggiani is a general  practice  attorney with a private  office in
Great Barrington, Massachusetts. Age 50. Director since 1995.

     William E.  Williams is the  President  of W.E.  Williams  Paving,  Inc., a
company  located  in West  Stockbridge,  Massachusetts,  providing  all types of
excavating  and paving  services  throughout  Berkshire  County and  surrounding
areas.  Mr.  Williams is also a partner of Williams  Leasing and Williams  J.V.,
both of which own and hold land, located in West Stockbridge, Massachusetts. Age
50. Director since 1992.

                         Directors Continuing in Office

     The following directors have terms ending in 2003:

     James A.  Cunningham,  Jr.  serves as the  President  and  Chief  Executive
Officer of the Company and the Bank and the President of the Boards of Berkshire
Hills Foundation and Greater  Berkshire  Foundation,  Inc. Mr Cunningham was the
President and Chief Executive Officer of Great Barrington  Savings Bank prior to
its merger with  Berkshire  County  Savings Bank in May 1997.  Age 51.  Director
since 1990.

     Thomas R. Dawson is a self-employed  certified public  accountant.  Age 54.
     Director since 1993.

     John  Kittredge is a retired vice  president of Crane and Company,  Inc., a
paper  manufacturer  located in Dalton,  Massachusetts.  Age 73.  Director since
1974.

     Peter J.  Lafayette  is the  President  of  Berkshire  Housing  Development
Corporation, a non-profit housing developing and consulting organization and the
President of Berkshire Housing Services,  Inc., a property  management  company,
both of which are located in Pittsfield,  Massachusetts.  Age 54. Director since
1996.

     Robert S. Raser has been an account  executive  with the Windsor  Marketing
Group,  a retail  marketing  firm located in Windsor  Locks,  Connecticut  since
January  2001.  From May to November  2000,  Mr. Raser was an inventory  control
manager with County Curtains located in Stockbridge, Massachusetts. From January
1990 to March 2000,  Mr. Raser was the President of Carr Brothers  Hardware Co.,
Inc., located in Great Barrington, Massachusetts. Age 45. Director since 1996.

     Corydon  L.  Thurston  serves as the  Executive  Vice  President  and Chief
Operating  Officer of Berkshire  Broadcasting Co., Inc., which owns and operates
three radio stations in North Adams and Great Barrington, Massachusetts. Age 49.
Director since 1988.

     The following directors have terms ending in 2004:


                                        6

<PAGE>



     Henry D. Granger is the owner of Northeast  Technical  Associates,  Inc., a
real estate appraisal firm located in Great Barrington,  Massachusetts.  Age 65.
Director since 1985.

     Edward G.  McCormick is the managing  partner of the law firm of McCormick,
Murtagh,  Marcus & Smith,  located in Great Barrington,  Massachusetts.  Age 54.
Director since 1994.

     Raymond B. Murray, III is the President and co-owner of Ray Murray, Inc., a
regional wholesale equipment distributor for propane, natural and industrial gas
markets  located in Lee,  Massachusetts.  Mr. Murray served as Vice President of
Ray Murray, Inc. from 1978 until being named President in 2001. Age 55. Director
since 1991.

     Robert A. Wells is the  Chairman  of the Board of the  Company and the Bank
and the  Chairman  of the  Boards of  Berkshire  Hills  Foundation  and  Greater
Berkshire Foundation, Inc. Mr. Wells served as the President and Chief Executive
Officer  of  Berkshire  County  Savings  Bank  prior to its  merger  with  Great
Barrington Savings Bank in May 1997. Age 62. Director since 1976.

     Ann H. Trabulsi is a community volunteer serving on various  not-for-profit
boards, including Berkshire Medical Center and Berkshire Health Systems. Age 66.
Director since 1976.

     Anne  Everest  Wojtkowski  is  a  professor  of  engineering  at  Berkshire
Community College. Age 66. Director since 1973.

Meetings and Committees of the Board of Directors

     The Company and the Bank conduct  business through meetings of their Boards
of Directors and through activities of their committees.  The Board of Directors
of the  Company and the Bank  generally  meet  monthly  and may have  additional
meetings as needed.  During 2001, the Boards of Directors of the Company and the
Bank each held 12 meetings.  All of the current directors of the Company and the
Bank  attended at least 75% of the total number of the  Company's and the Bank's
board meetings held and committee meetings on which such directors served during
2001, except for Mr. Kittredge.

     The Board of Directors of the Company maintains the following committees:

     Audit Committee.  The Audit Committee,  consisting of Messrs. Dawson, Gray,
Raser and  Williams,  assists the Board of  Directors  in its  oversight  of the
integrity of the Company's  processes and systems of internal control concerning
accounting and financial  reporting and reviews  compliance with applicable laws
and  regulations.  The Committee is also  responsible for engaging the Company's
independent  auditors and its internal  auditor and monitoring their conduct and
independence. The Audit Committee met five times in 2001.

     Compensation Committee.  The Compensation Committee,  consisting of Messrs.
Murray and Thurston,  Ms. Miller and Ms. Trabulsi makes  recommendations  to the
full  Board of  Directors  on all  matters  regarding  compensation  and  fringe
benefits. The Compensation Committee met three times in 2001.

     Nominating  Committee.  The  Company's  Nominating  Committee  for the 2002
Annual Meeting consisted of Messrs.  Cunningham,  Murray, Thurston and Wells and
Ms. Trabulsi. The Nominating Committee considers and recommends the nominees for
director to stand for election at the Company's  annual meeting of stockholders.
The Nominating  Committee will accept and consider  stockholder  recommendations
that are made pursuant to timely written notice to the Secretary of the Company.
All

                                        7

<PAGE>



recommendations  must  include  all  information  necessary  for the  Nominating
Committee to fully review the  qualifications  and credentials of the candidate,
including such candidate's satisfaction of the director qualifications set forth
in the Company's bylaws. The Nominating Committee met on January 8, 2002.

Directors' Compensation

     Fees. Non-employee directors of the Bank each receive an annual retainer of
$7,500 and members of the Executive  Committee receive an additional  $1,500. In
addition,  non-employee  directors receive $500 for each board meeting attended,
$750 for each  Executive  Committee  meeting  attended,  $500 for each Community
Reinvestment  Act or Audit  Committee  meeting  attended and $250 for each Trust
Committee meeting  attended.  The Company does not pay separate fees for service
on its Board of Directors.

     Incentive Plan.  Under the Berkshire Hills Bancorp,  Inc. 2001  Stock-Based
Incentive Plan,  which was adopted by the Company's  stockholders on January 23,
2001, each  non-employee  director of the Company received  non-statutory  stock
options  to  purchase  11,510  shares of common  stock at an  exercise  price of
$16.75,  the fair  market  value  of the  common  stock  on the  date of  grant.
Additionally,  these non-employee  directors were granted stock awards for 5,755
shares.  The restricted stock awards vest and the options become  exercisable in
five equal annual installments commencing on January 30, 2002.

                             Executive Compensation

Summary Compensation Table

     The  following  information  is  furnished  for  the  President  and  Chief
Executive  Officer  and the  four  other  highest  paid  executive  officers  of
Berkshire  Bank who  received a salary and bonus of  $100,000 or more during the
year ended December 31, 2001.


<TABLE>
<CAPTION>


                                                       Annual Compensation         Long-Term Compensation
                                                -------------------------------- ------------------------
                                                                                            Awards
                                                                                    -----------------------
                                                                                                  Securities
                                                                        Other Annual   Restricted  Underlying     All Other
                                                                        ompensation  Stock Awards Options/SARs   Compensation
 Name and Position                            Year  Salary (1)  Bonus       (2)         ($)(3)        (#)             (4)
-----------------------                      ----- --------- --------- ------------ ------------------------ --------------

<S>                                           <C>    <C>        <C>         <C>        <C>            <C>           <C>
James A. Cunningham Jr....................    2001   $332,800   $33,280     $--       $ 1,285,345     138,127       $ 51,589
   President and  Chief Executive Officer     2000    320,000    64,000      --                --     --              99,331
                                              1999    260,400    52,080      --                --     --              68,221
Robert A. Wells...........................    2001   $250,000   $25,000     $--       $   616,969      61,390       $ 42,709
   Chairman of the Board                      2000    250,000    50,000      --                --     --             105,793
                                              1999    248,750    45,000      --                --     --              81,674
Charles F. Plungis, Jr....................    2001   $146,380   $14,638     $--       $   359,890      15,348       $ 23,967
   Senior Vice President, Treasurer and       2000    140,750    35,187      --                --     --              28,336
   Chief Financial Officer                    1999    110,775    22,155      --                --     --              16,197
Michael P. Daly...........................    2001   $144,820   $14,482     $--       $   359,924      38,369      $  66,253(5)
   Executive Vice President-Senior Loan       2000    139,250    27,850      --                --     --              78,645
   Officer                                    1999    116,601    23,320      --                --     --              12,582
Susan M. Santora..........................    2001   $130,531   $13,053     $--       $   359,890      23,021       $ 21,376
   Executive Vice President-Retail Banking    2000    125,510    25,102      --                --     --              25,738
                                              1999    109,140    32,742      --                --     --              15,543
</TABLE>
--------------------------------------------
(1)  Includes  $23,750 of directors'  fees for Mr. Wells for 1999.  Mr. Wells no
     longer receives board fees.

(2)  Does not include the aggregate  amount of perquisites  and other  benefits,
     which was less than  $50,000  or 10% of the total  annual  salary and bonus
     reported.

(footnotes continued on following page)

                                        8


<PAGE>



(3)  Includes  76,737,  36,834,  21,486,  21,488 and 21,486 shares of restricted
     stock granted to Messrs. Cunningham,  Wells, Plungis, Daly and Ms. Santora,
     respectively,  under the Berkshire  Hills  Bancorp,  Inc. 2001  Stock-Based
     Incentive  Plan.  The dollar  amounts set forth in the table  represent the
     market  value of the  shares on the date of  grant.  The  restricted  stock
     awards vest in five equal  annual  installments  commencing  on January 30,
     2002, the first  anniversary  of the awards.  When shares become vested and
     are distributed  from the trust in which they are held, the recipients will
     also receive an amount equal to  accumulated  cash and stock  dividends (if
     any) paid with respect thereto,  plus earnings thereon.  As of December 31,
     2001, the market value of the unvested  shares of restricted  stock held by
     Messrs.  Cunningham,  Wells,  Plungis, Daly and Ms. Santora was $1,553,924,
     $745,889, $435,092, $435,132, and $435,092, respectively.

(4)  Details of the amounts  reported in the All Other  Compensation  column for
     2001 is provided in the table below. Split-dollar life insurance represents
     the economic benefit of employer-paid  premiums.  Berkshire Bank expects to
     recover  all of the  premium  payments  it made  with  respect  to the life
     insurance policies purchased in connection with such arrangements.

<TABLE>
<CAPTION>


                                                          Mr.          Mr.          Mr.          Mr.          Ms.
Item                                                   Cunningham     Wells       Plungis        Daly       Santora
----                                                  ------------- ------------ ------------ ------------ ------------
<S>                                                     <C>         <C>          <C>          <C>          <C>
Employer contribution to 401(k) plan.............       $10,538     $  9,058     $  9,346     $  9,246     $  8,335
Market value of allocations under the employee
   stock ownership plan..........................        16,889       16,889       14,621       14,459       13,041
Market value of allocations under the supplemental
   executive retirement plan.....................        15,836        7,513           --           --           --
Split-dollar life insurance......................         8,326        9,249           --           --           --
                                                        -------      -------     --------     --------     --------
         Total...................................       $51,589      $42,709      $23,967      $23,705      $21,376
</TABLE>

(5)  Also consists of $42,548 in educational benefits.

Employment Agreements

     Berkshire Bank and Berkshire  Hills  maintain  employment  agreements  with
Messrs.  Cunningham,  Wells,  Daly,  Plungis  and Ms.  Santora.  The  employment
agreements are intended to ensure that  Berkshire Bank and Berkshire  Hills will
be able to  maintain a stable  and  competent  management  base.  The  continued
success of Berkshire Bank and Berkshire Hills depends to a significant degree on
the skills and competence of these officers.

     The employment  agreements  provide for three-year terms that automatically
extend  daily unless the Board of  Directors  or the  executive  gives the other
party written notice of non-renewal.  The employment agreements provide for base
salaries  for  Messrs.  Cunningham,  Wells,  Plungis,  Daly and Ms.  Santora  of
$332,800,  $250,000,  $146,380, $144,820 and $130,531,  respectively,  which are
reviewed by the Board of  Directors at least  annually.  In addition to the base
salary, the employment agreements provide for, among other things, participation
in stock and employee benefit plans and fringe benefits  applicable to executive
personnel.

     The  employment  agreements  provide for  termination  by Berkshire Bank or
Berkshire Hills for cause, as defined in the employment agreements, at any time.
If  Berkshire  Bank or  Berkshire  Hills  chooses to  terminate  an  executive's
employment  for reasons  other than for cause,  or if an executive  resigns from
Berkshire  Bank or  Berkshire  Hills after  specified  circumstances  that would
constitute  constructive  termination,  the executive or, if the executive dies,
his or her  beneficiary,  would be  entitled  to receive an amount  equal to the
remaining base salary and incentive  compensation  payments,  including  amounts
related  to  stock-based  compensation,  due  for  the  remaining  term  of  the
employment  agreement  and the  contributions  that  would have been made on the
executive's behalf to any employee benefit plans

                                        9

<PAGE>



of  Berkshire  Bank  and  Berkshire  Hills  during  the  remaining  term  of the
employment  agreement.  Berkshire  Bank and Berkshire  Hills would also continue
and/or pay for the executive's life, health,  dental and disability coverage for
the  remaining  term  of  the  employment  agreement.  Upon  termination  of the
executive's employment under these circumstances, the executive must adhere to a
one year non-competition restriction.

     Under the employment agreements, if voluntary (upon circumstances discussed
in the  agreements)  or involuntary  termination  follows a change in control of
Berkshire Bank or Berkshire  Hills, the executive or, if the executive dies, his
or her  beneficiary,  would be  entitled  to a  severance  payment  equal to the
greater of: (1) the payments due for the remaining term of the agreement; or (2)
three times the average of the executive's  compensation  for the five preceding
taxable  years.  Berkshire  Bank and  Berkshire  Hills would also  continue  the
executive's life,  health, and disability  coverage for thirty-six months.  Even
though both the Berkshire Bank and Berkshire Hills employment agreements provide
for a severance  payment if a change in control occurs,  the executive would not
receive  duplicative  payments or benefits under the  agreements.  The executive
would also be  entitled  to  receive a certain  tax  indemnification  payment if
payments under the employment  agreements  trigger  liability under the Internal
Revenue Code for the excise tax applicable to "excess parachute payments." Under
applicable  law,  the  excise  tax is  triggered  by change  in  control-related
payments  which  equal or exceed  three  times the  executive's  average  annual
compensation over the five years preceding the change in control. The excise tax
equals 20% of the amount of the  payment  in excess of the  executive's  average
compensation over that preceding five-year period.

     Payments  to the  executive  under  the  Bank's  employment  agreement  are
guaranteed by Berkshire  Hills if payments or benefits are not paid by the Bank.
Payment under Berkshire Hills'  employment  agreement would be made by Berkshire
Hills.  All reasonable costs and legal fees paid or incurred by the executive in
any dispute or question of interpretation  relating to the employment agreements
will  be  paid  by  Berkshire  Bank or  Berkshire  Hills,  respectively,  if the
executive  is  successful  on the  merits in a legal  judgment,  arbitration  or
settlement.  The  employment  agreements  also provide that  Berkshire  Bank and
Berkshire  Hills will  indemnify  the  executive to the fullest  extent  legally
allowable.

Pension Plan

     On January 24, 2001,  the Board of  Directors  of  Berkshire  Bank voted to
terminate the Bank's defined benefit pension plan, a non-contributory  qualified
retirement  plan  for  eligible   employees  from  the  Savings  Banks  Employee
Retirement  Association (the "Plan").  In connection with the termination of the
Plan,  the Bank's Board of Directors  also voted to cease the accrual of pension
benefits,  effective  February 28, 2001.  Final Plan termination was approved by
the Internal Revenue Service on March 31, 2001.

     As a result of the termination of the Plan, eligible employees were offered
a lump sum  payment  equal to the value of their  benefits  under  the Plan.  In
addition,  the  surplus of the Plan was used to  enhance  benefits  of  eligible
employees.  If these  eligible  employees did not roll over these  benefits into
other  pension  vehicles,  they  were  subject  to  significant  tax  penalties.
Settlements and  enhancements for all employees were paid between December 4 and
December 6, 2001.

     The following are the settlements and  enhancements for the named executive
officers:


Name                                  Basic Value    Enhancement   Total
                                      ------------  ------------- ----------

James A. Cunningham, Jr..............  $381,311      $  45,128    $426,439
Robert A. Wells......................   676,758         51,476     728,234
Charles F. Plungis, Jr...............   276,197        102,359     378,556
Michael P. Daly......................    92,743         62,334     155,077
Susan M. Santora.....................   145,133        162,377     307,510


                                       10
<PAGE>

Options Grants in Last Fiscal Year

     The  following  table  lists all  grants of options  under the  Stock-Based
Incentive Plan to Messrs.  Cunningham,  Wells,  Plungis and Daly and Ms. Santora
for 2001 and contains  certain  information  about the potential  value of those
options based upon certain  assumptions as to the  appreciation of the Company's
stock over the life of the option.
<TABLE>
<CAPTION>


                                                                                        Potential Realizable Value at
                              Number of      % of Total                                    Assumed Annual Rates of
                             Securities       Options                                      Stock Price Appreciation
                             Underlying      Granted to    Exercise or                          for Options (2)
                           Options Granted  Employees in   Base Price      Expiration   ----------------------------
           Name                (#)(1)       Fiscal Year    Per Share          Date            5%            10%
-------------------------- --------------- -------------- ------------  ---------------- ------------ -------------

<S>                            <C>              <C>         <C>        <C>                <C>           <C>
James A. Cunningham, Jr...     138,127          23.7%       $16.75      January 30, 2011   $1,454,477    $3,687,991
Robert A. Wells...........      61,390          10.5         16.75      January 30, 2011      646,437     1,639,113
Charles F. Plungis, Jr....      15,348          2.6          16.75      January 30, 2011      161,614       409,792
Michael P. Daly...........      38,369          6.6          16.75      January 30, 2011      404,026     1,024,452
Susan M. Santora..........      23,021          3.9          16.75      January 30, 2011      242,411       614,661
</TABLE>

(1)  Options became exercisable in five equal annual installments  commencing on
     January 30, 2002,  provided however options become immediately  exercisable
     upon a change in control or if the optionee  terminates  employment  due to
     death or disability.

(2)  The dollar gains under these columns result from  calculations  required by
     the  Securities  and  Exchange  Commission's  rules and are not intended to
     forecast future price  appreciation of the common stock. It is important to
     note that  options have value only if the stock price  increases  above the
     exercise price shown in the table during the effective  option  period.  In
     order for the executive to realize the potential values set forth in the 5%
     and 10% columns in the table,  the price per share of the Company's  common
     stock would be  approximately  $27.28 and $43.45,  respectively,  as of the
     expiration date of the options.

Fiscal Year-End Option Values

     As  of  December  31,  2001,   none  of  the  stock  options  granted  were
exercisable.   Consequently,   no  stock  options  were   exercised  by  Messrs.
Cunningham,  Wells,  Plungis,  Daly and Ms. Santora during the 2001 fiscal year.
The following table provides certain  information with respect to the number and
value of shares of common stock represented by outstanding options held by those
individuals as of December 31, 2001.

<TABLE>
<CAPTION>


                                                  Number of Securities                 Value of Unexercised
                                                 Underlying Unexercised                In-the-Money Options
                                             Options at Fiscal Year End (#)         at Fiscal Year End ($)(1)
                                            --------------------------------   ------------------------------------
Name                                         Exercisable     Unexercisable       Exercisable        Unexercisable
----                                        --------------  ----------------   ----------------   -----------------

<S>                                            <C>             <C>                 <C>                <C>
James A. Cunningham, Jr...................       --             138,127             $--                $483,444
Robert A. Wells...........................       --              61,390              --                 214,865
Charles F. Plungis, Jr....................       --              15,348              --                  53,718
Michael P. Daly...........................       --              38,369              --                 134,291
Susan M. Santora..........................       --              23,021              --                  80,573
</TABLE>
 -----------------------------------------

(1)  Value of unexercisable  in-the-money  stock options equals the market value
     of shares  covered by in-the- money options on December 31, 2001,  less the
     option  exercise  price.  Options are  in-the-money  if the market value of
     shares covered by the options is greater than the exercise price.


                                       11

<PAGE>




Other Retirement Arrangements

     Berkshire Bank maintains supplemental  retirement arrangements with Messrs.
Cunningham and Wells to provide them with an annual retirement benefit at age 60
equal to 70% of the average of the three  consecutive years during which each of
the  executive's  compensation is the highest.  Benefits under the  supplemental
arrangements  are reduced by the benefits the executives would receive under the
401(k) plan, social security and split-dollar life insurance  arrangements under
which  the  executives  are  entitled  to  share  in the  policy  cash  value at
retirement.

     The reports of the  Compensation  Committee and the Audit Committee and the
stock  performance  graph shall not be deemed  incorporated  by reference by any
general  statement  incorporating  by reference  this proxy  statement  into any
filing under the  Securities  Act or the Exchange  Act,  except as to the extent
that the Company  specifically  incorporates this information by reference,  and
shall not otherwise be deemed filed under such Acts.

Executive Compensation

     Compensation  Committee Report on Executive  Compensation.  Under the rules
established by the Securities and Exchange  Commission,  the Company is required
to provide  certain data and  information  about the  compensation  and benefits
provided  to the  Company's  Chief  Executive  Officer  and the other  executive
officers of the Company.  The disclosure  requirements  for the Chief  Executive
Officer and the other executive  officers include the use of tables and a report
explaining the rationale and considerations that led to fundamental compensation
decisions affecting those individuals.  In fulfillment of this requirement,  the
Company's  Compensation  Committee,  at the direction of the Board of Directors,
has prepared the following report for inclusion in this proxy statement.

     Compensation  Practices and Policies.  The Company does not pay direct cash
compensation to the executive  officers of the Company.  However,  the Company's
executives are also  executives of the Bank and are  compensated by the Bank, as
determined  by the  Compensation  Committee  of the  Bank.  The  members  of the
Compensation  Committee are four non-employee members of the Board of Directors.
Mr.  Cunningham,  President and Chief  Executive  Officer of the Company and the
Bank,  provides analysis and  recommendations  as to executive  compensation for
members of the senior management team other than himself.

     The Company's executive  compensation practices are intended to attract and
retain qualified  executives,  to recognize and reward individual  contributions
and achievement  and to offer a compensation  package that is competitive in the
financial industry and motivational to each individual executive. In furtherance
of these  objectives,  the Company and the Bank maintain a compensation  program
for executive  officers which consists of a base salary and a bonus.  The salary
levels are intended to be consistent and competitive with the practices of other
comparable financial  institutions and each executive's level of responsibility.
In making its  determination,  the  Compensation  Committee  utilized surveys of
compensation paid to executive officers performing similar duties for depository
institutions  and their holding  companies with particular focus on the level of
compensation  paid  by  institutions  of  comparable  size  and  characteristics
primarily in the New England Region of the United States.  Salary  increases are
aimed at reflecting the overall  performance of the Company and the Bank and the
performance of the individual executive officer.

     All executive  officers  participate in the Bank's  Incentive  Compensation
Plan (Bonus Plan).  Factors  included in  determining a bonus include the Bank's
financial   performance  as  well  as  the   individual   performance  of  those
participants. In addition, the named executive officers participate in

                                       12

<PAGE>



other benefit plans  available to all employees  including,  the 401(k) Plan and
the employee stock ownership plan. In addition,  executive officers  participate
in supplemental benefit plans as well as the Stock-Based Incentive Plan.

     The  decisions  made  by  the   Compensation   Committee  as  to  executive
compensation  are  discretionary.  However,  a  written  performance  review  is
prepared and includes an assessment of performance  against  certain  individual
and Bank goals  established  at the  beginning of the year which are adjusted as
necessary.  All decisions by the Compensation Committee relating to compensation
affecting  executive  officers  of the Bank are  reviewed  by the full  Board of
Directors.

     Chief  Executive  Compensation.  The Chief Executive  Officer's  salary and
bonus are determined by the Compensation  Committee  substantially in accordance
with the policies  described  above  relating to all  executive  officers of the
Company and the Bank. Certain quantitative and qualitative factors were reviewed
to determine  the Chief  Executive  Officer's  compensation.  In addition to the
review  of  the  Chief  Executive's  performance,   the  Compensation  Committee
established  the  total  compensation  for the  Chief  Executive  Officer  after
reviewing an analysis of the Chief Executive Officer's base salary in comparison
to other  institutions  selected by the  Compensation  Committee  with  specific
considerations  given to the level of the Bank's  performance  and operations in
comparison  to  peer  institutions   which  consisted   primarily  of  similarly
structured  financial  institutions  operating in the New England  Region of the
United States.

            Catherine B. Miller                Corydon L. Thurston
            Raymond B. Murray, III             Ann H. Trabulsi

                             Audit Committee Report

     The Audit  Committee of the Board of Directors is responsible for assisting
the Board of Directors in  fulfilling  its  responsibility  to the  stockholders
relating  to  corporate  accounting,  reporting  practices  and the  quality and
integrity  of the  financial  reports of the  Company.  Additionally,  the Audit
Committee  selects the auditors and reviews their  independence and their annual
audit.  The Audit  Committee  is comprised  of four  directors,  each of whom is
independent under American Stock Exchange listing standards. The Audit Committee
acts under a written charter adopted by the Board of Directors.

     The Audit Committee reviewed and discussed the annual financial  statements
with  management  and the  independent  accountants.  As  part of this  process,
management represented to the Audit Committee that the financial statements were
prepared in accordance with auditing principles generally accepted in the United
States of America.  The Audit  Committee  also  received  and  reviewed  written
disclosures and a letter from the accountants  concerning their  independence as
required under applicable standards for auditors of public companies.  The Audit
Committee  discussed with the accountants  the contents of such  materials,  the
accountant's independence and the additional matters required under Statement on
Auditing  Standards  No. 61.  Based on such  review and  discussions,  the Audit
Committee   recommended  that  the  Board  of  Directors   include  the  audited
consolidated  financial  statements in the Company's  Annual Report on Form 10-K
for the year ended December 31, 2001 for filing with the Securities and Exchange
Commission.

         Thomas R. Dawson                   Robert S. Raser
         A. Allen Gray                      William E. Williams



                                       13

<PAGE>



                             Stock Performance Graph

     The following graph compares the cumulative total stockholder return on the
Company  common stock with the  cumulative  total  return on the American  Stock
Exchange Major Market Index, with the SNL $500 Million - $1 Billion Thrift Index
and with the SNL $1 Billion - $5 Billion  Thrift  Index.  The SNL $1Billion - $5
Billion  Thrift  Index has been  included as a peer group  index  because of the
increase in the  Company's  asset size during the 2001  fiscal  year.  The graph
assumes that $100 was  invested at the close of business on June 28,  2000,  the
initial day of trading of the Company's  common stock.  Total return assumes the
reinvestment of all dividends.


                       [Graphic Stock Performance Graph]


<TABLE>
<CAPTION>

                                                                                     Period Ended
                                                                    -----------------------------------------------
                                                                     6/28/00    12/31/00      6/30/01     12/31/01
                                                                    ---------   ---------    ---------   ----------

<S>                                                                 <C>         <C>          <C>          <C>
Berkshire Hills Bancorp, Inc......................................  $100.00     $128.78      $141.52      $169.52
The American Stock Exchange Major Market Index....................   100.00       95.91        85.34        95.35
The SNL $500 Million - $1 Billion Thrift Index....................   100.00      116.54       140.05       163.51
The SNL $1 Billion - $5 Billion Thrift Index......................   100.00      130.78       171.95       186.45
</TABLE>


                                       14

<PAGE>



             Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive  officers  and  directors,  and  persons  who own more than 10% of any
registered  class  of the  Company's  equity  securities,  to  file  reports  of
ownership and changes in ownership with the Securities and Exchange  Commission.
These  individuals are required by regulation to furnish the Company with copies
of all Section 16(a) reports they file.

     Based solely on its review of the copies of the reports it has received and
written representations provided to the Company from the individuals required to
file the reports,  the Company believes that each of its executive  officers and
directors has complied with applicable  reporting  requirements for transactions
in Company common stock during the fiscal year ended December 31, 2001.

                          Transactions with Management

     Federal  regulations  generally  require  that all loans or  extensions  of
credit to executive  officers and directors  must be made on  substantially  the
same terms, including interest rates and collateral,  as those prevailing at the
time for  comparable  transactions  with the general public and must not involve
more than the normal risk of repayment or present  other  unfavorable  features.
Loans  made to a  director  or  executive  officer  in excess of the  greater of
$25,000 or 5% of the Bank's  capital and  surplus (up to a maximum of  $500,000)
must be approved in advance by a majority  of the  disinterested  members of the
Board of Directors.

     All loans made to the Company's and Bank's  officers and directors are made
on the same terms and conditions offered to the general public. Berkshire Bank's
policy provides that all loans made by Berkshire Bank to its executive  officers
and directors be made in the ordinary course of business,  on substantially  the
same terms, including collateral, as those prevailing at the time for comparable
transactions with other persons and may not involve more than the normal risk of
collectibility or present other unfavorable features.

     The Company intends that all transactions in the future between the Company
and its executive officers,  directors,  holders of 10% or more of the shares of
any class of its common stock and affiliates thereof, will contain terms no less
favorable  to the  Company  than could have been  obtained  by it in arms length
negotiations  with  unaffiliated  persons  and will be approved by a majority of
independent  outside  directors  of the Company  not having any  interest in the
transaction.

               Proposal 2 -- Ratification of Independent Auditors

     The  Board of  Directors  has  appointed  Wolf &  Company,  P.C.  to be its
auditors for the 2002 fiscal year,  subject to ratification by  stockholders.  A
representative  of Wolf & Company  P.C.  is expected to be present at the annual
meeting to respond to appropriate  questions from stockholders and will have the
opportunity to make a statement should he or she desire to do so.

     If the ratification of the appointment of the auditors is not approved by a
majority  of the  votes  cast  by  stockholders  at the  annual  meeting,  other
independent public accountants may be considered by the Board of Directors.  The
Board of Directors  recommends that  stockholders vote "FOR" the ratification of
the appointment of auditors.


                                       15

<PAGE>



     The  following  table sets  forth the fees  billed to the  Company  for the
fiscal year ending December 31, 2001 by Wolf & Company, P.C.:


           Audit fees....................................  $203,000
           Financial information systems design
             and implementation fees.....................        --
           All other fees*...............................    95,275

          -----------------------------------
          * Includes fees for tax-related services,  consulting on establishment
          of a real estate investment trust and consulting on an investment in a
          software and data processing provider for financial institutions.

     The Audit Committee believes that the provision of non-audit services
by Wolf & Company, P.C. are compatible with maintaining Wolf & Company, P.C.'s
independence.

                                  Miscellaneous

     The Company will pay the cost of this proxy solicitation.  The Company will
reimburse  brokerage  firms and other  custodians,  nominees and fiduciaries for
reasonable  expenses  incurred  by  them  in  sending  proxy  materials  to  the
beneficial  owners of the Company.  In addition to  soliciting  proxies by mail,
directors,  officers  and other  employees  of the Company  may solicit  proxies
personally  or by  telephone.  None of these  persons  will  receive  additional
compensation for these activities.

     The Company's  Annual Report to Stockholders has been mailed to all persons
who were  stockholders  as of the  close of  business  on March  14,  2002.  Any
stockholder  who has not received a copy of the Annual  Report may obtain a copy
by writing  to the  Secretary  of the  Company.  The Annual  Report is not to be
treated  as  part  of  the  proxy  solicitation   material  or  as  having  been
incorporated by reference into this proxy statement.

     A copy of the Company's  Form 10-K  (without  exhibits) for the fiscal year
ended December 31, 2001, as filed with the  Securities  and Exchange  Commission
will be furnished  without charge to all persons who were stockholders as of the
close of  business on March 14, 2002 upon  written  request to Rose A.  Borotto,
Corporate Secretary, Berkshire Hills Bancorp, Inc., 24 North Street, Pittsfield,
Massachusetts 01201.

                              Stockholder Proposals

     To be considered for inclusion in the Company's proxy statement and form of
proxy  relating  to the 2003  annual  meeting  of  stockholders,  a  stockholder
proposal  must be  received by the  Secretary  of the Company at the address set
forth on the Notice of Annual  Meeting of  Stockholders  not later than November
28, 2002.  If such Annual  Meeting is held on a date more than 30 calendar  days
from May 2, 2003, a stockholder  proposal must be received by a reasonable  time
before the Company  begins to print and mail its proxy  solicitation  materials.
Any such  proposal will be subject to 17 C.F.R.  ss.  240.14a-8 of the Rules and
Regulations under the Securities Exchange Act of 1934.



                                       16

<PAGE>



     The  Bylaws  of the  Company,  a copy of  which  may be  obtained  from the
Company,  set forth the  procedures  by which a stockholder  may properly  bring
business before a meeting of stockholders. Pursuant to the Bylaws, only business
brought by or at the  direction of the Board of Directors  may be conducted at a
special  meeting.  The Bylaws of the Company provide an advance notice procedure
for a stockholder  to properly  bring  business  before an annual  meeting.  The
stockholder must give written advance notice to the Secretary of the Company not
less than ninety (90) days before the date  originally  fixed for such  meeting;
provided,  however,  that in the event  that less than one  hundred  (100)  days
notice or prior public disclosure of the date of the meeting is given or made to
stockholders,  notice by the stockholder to be timely must be received not later
than the close of  business  on the tenth  day  following  the date on which the
Company's  notice to  stockholders of the annual meeting date was mailed or such
public disclosure was made.

                                BY ORDER OF THE BOARD OF DIRECTORS


                                /s/ Rose A. Borotto
                                -------------------
                                Rose A. Borotto
                                Corporate Secretary

Pittsfield, Massachusetts
March 28, 2002

                                       17

<PAGE>



                                 REVOCABLE PROXY
                          BERKSHIRE HILLS BANCORP, INC.
                         ANNUAL MEETING OF STOCKHOLDERS

                                   May 2, 2002
                              10:00 a.m. Local Time
                         -------------------------------

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

     The  undersigned  hereby appoints the official proxy committee of Berkshire
Hills Bancorp, Inc. (the "Company"),  consisting of Catherine B. Miller, Raymond
B. Murray,  III,  Corydon L. Thurston and Ann H. Trabulsi,  or any of them, with
full power of substitution in each, to act as proxy for the undersigned,  and to
vote all shares of common stock of the Company which the undersigned is entitled
to vote only at the Annual Meeting of  Stockholders to be held on May 2, 2002 at
10:00 a.m., local time, at the Crowne Plaza Hotel, One West Street,  Pittsfield,
Massachusetts  and at any and all adjournments  thereof,  with all of the powers
the undersigned would possess if personally present at such meeting as follows:

     1.   The election as directors of all nominees  listed (unless the "For All
          Except" box is marked and the instructions below are complied with).

          Thomas O.  Andrews,  A. Allen Gray,  Catherine B.  Miller,  Michael G.
          Miller, Louis J. Oggiani and William E. Williams.

                                                            FOR ALL
          FOR                    WITHHOLD                   EXCEPT
          ---                    --------                   ------

         [ _ ]                    [ _ ]                     [ _ ]

INSTRUCTION:  To withhold your vote for any  individual  nominee,  mark "FOR ALL
EXCEPT" and write that nominee's name on the line provided below.


--------------------------------------------------------------------------------


          2.   The  ratification of the  appointment of Wolf & Company,  P.C. as
               independent  auditors of Berkshire  Hills  Bancorp,  Inc. for the
               fiscal year ending December 31, 2002.

          FOR                    AGAINST                  ABSTAIN
          ---                    -------                  -------

         [ _ ]                    [ _ ]                     [ _ ]


<PAGE>


THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED PROPOSALS.

     This  proxy  is  revocable  and  will  be  voted  as  directed,  but  if no
instructions are specified, this proxy, properly signed and dated, will be voted
"FOR" each of the proposals  listed.  If any other  business is presented at the
Annual Meeting, including whether or not to adjourn the meeting, this proxy will
be voted by the proxies in their  judgment.  At the present  time,  the Board of
Directors knows of no other business to be presented at the annual meeting. This
proxy also confers  discretionary  authority on the Proxy Committee of the Board
of  Directors  to vote with  respect to the  election  of any person as director
where the  nominees  are  unable to serve or for good  cause  will not serve and
matters incident to the conduct of the meeting.



                                              Dated:___________________________



                                              --------------------------------
                                              SIGNATURE OF SHAREHOLDER



                                              --------------------------------
                                              SIGNATURE OF CO-HOLDER (IF ANY)


     The  above  signed  acknowledges  receipt  from  the  Company  prior to the
execution of this proxy of a Notice of Annual Meeting of  Stockholders,  a Proxy
Statement dated March 28, 2002 and an Annual Report to Stockholders.

     Please  sign  exactly as your name  appears on this card.  When  signing as
attorney,  executor,  administrator,  trustee or guardian, please give your full
title.  If shares are held jointly,  each holder may sign but only one signature
is required.

                          -----------------------------

            PLEASE COMPLETE, DATE, SIGN AND PROMPTLY MAIL THIS PROXY
                     IN THE ENCLOSED POSTAGE-PAID ENVELOPE.





<PAGE>

                   [LETTERHEAD-BERKSHIRE HILLS BANCORP, INC.]



Dear Stock Award Recipient:

     On behalf of the Board of Directors of Berkshire  Hills Bancorp,  Inc. (the
"Company"),  I am forwarding you the attached vote  authorization  form provided
for the purpose of conveying  your voting  instructions  to First  Bankers Trust
Company (the  "Incentive  Plan Trustee") on the proposals to be presented at the
Annual Meeting of Stockholders  of Berkshire  Hills Bancorp,  Inc. to be held on
May 2,  2002.  Also  enclosed  is a Notice  and Proxy  Statement  for the Annual
Meeting  of  Berkshire  Hills  Bancorp,  Inc.  Stockholders  and a  copy  of the
Company's Annual Report to Shareholders.

     As a recipient of a Stock Award under the  Berkshire  Hills  Bancorp,  Inc.
2001 Stock- Based  Incentive Plan (the  "Incentive  Plan"),  you are entitled to
vote all shares of  restricted  Company  common  stock  awarded to you under the
Incentive  Plan that are  unvested  as of March 14,  2002.  The  Incentive  Plan
Trustee  will vote these shares of Company  common  stock held in the  Incentive
Plan Trust in accordance with  instructions it receives from you and other Stock
Award Recipients.

     In order to direct the  voting of the  unvested  shares of  Company  common
stock  awarded to you under the Incentive  Plan,  you must complete and sign the
attached  vote  authorization  form and return it in the  enclosed  postage-paid
envelope no later than April 22, 2002.

                                   Sincerely,



                                          /s/ James A. Cunningham, Jr.
                                          ----------------------------
                                          James A. Cunningham, Jr.
                                          President and Chief Executive Officer



<PAGE>







                             VOTE AUTHORIZATION FORM

     I understand that First Bankers Trust Company,  the Incentive Plan Trustee,
is the holder of record and  custodian  of all  restricted  shares of  Berkshire
Hills  Bancorp,  Inc.  (the  "Company")  common  stock  awarded  to me under the
Berkshire Hills Bancorp,  Inc. 2001 Stock-Based Incentive Plan that have not yet
vested.  Further,  I understand  that my voting  instructions  are  solicited on
behalf  of  the  Company's   Board  of  Directors  for  the  Annual  Meeting  of
Stockholders to be held on May 2, 2002.

      Accordingly, please vote my shares as follows:

1.   The  election as  directors  of all  nominees  listed  (unless the "For All
     Except" box is marked and the instructions below are complied with).

     Thomas O. Andrews, A. Allen Gray,  Catherine B. Miller,  Michael G. Miller,
     Louis J. Oggiani and William E. Williams.

                                                            FOR ALL
            FOR               VOTE WITHHELD                 EXCEPT
            ---               -------------                 ------

           [ _ ]                 [ _ ]                        [ _ ]

INSTRUCTION: To withhold your vote for any individual nominee, mark "FOR ALL
EXCEPT" and write that nominee's name in the space provided below.

--------------------------------------------------------------------------------
2.   The ratification of the appointment of Wolf & Company,  P.C. as independent
     auditors  of  Berkshire  Hills  Bancorp,  Inc.  for the fiscal  year ending
     December 31, 2002.

            FOR                     AGAINST                 ABSTAIN
            ---                     -------                 -------
           [ _ ]                     [ _ ]                   [ _ ]

        THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED
                                   PROPOSALS.

     The Incentive Plan Trustee is hereby authorized to vote any unvested shares
awarded to me as indicated above.



---------------------                         ---------------------------------
            Date                                          Signature

Please date, sign and return this form in the enclosed envelope no later than
April 22, 2002.




<PAGE>

                   [LETTERHEAD-BERKSHIRE HILLS BANCORP, INC.]




Dear ESOP Participant:

      On behalf of the Board of Directors of Berkshire Hills Bancorp, Inc. (the
"Company"), I am forwarding you the attached vote authorization form provided
for the purpose of conveying your voting instructions to Eastern Bank and Trust
Company (the "ESOP Trustee") on the proposals to be presented at the Annual
Meeting of Stockholders of Berkshire Hills Bancorp, Inc. to be held on May 2,
2002. Also enclosed is a Notice and Proxy Statement for the Annual Meeting of
Berkshire Hills Bancorp, Inc. Stockholders and a copy of the Company's Annual
Report to Stockholders.

      As a participant in the Berkshire Bank Employee Stock Ownership Plan (the
"ESOP"), you are entitled to vote all shares of Company common stock allocated
to your account as of March 14, 2002. All allocated shares of Company common
stock will be voted as directed by participants, so long as participant
instructions are received by the ESOP Trustee by April 22, 2002. If you do not
direct the ESOP Trustee as to how to vote the shares of Company common stock
allocated to your ESOP account, the ESOP Trustee will vote your shares in a
manner calculated to most accurately reflect the instructions it receives from
other participants, subject to its fiduciary duties.

      In order to direct the voting of the shares of Company common stock
allocated to your account under the ESOP, please complete and sign the attached
vote authorization form and return it in the enclosed postage-paid envelope no
later than April 22, 2002. Your vote will not be revealed, directly or
indirectly, to any officer, employee or director of the Company or Berkshire
Bank.

                                   Sincerely,



                                          /s/ James A. Cunningham, Jr.
                                          ----------------------------
                                          James A. Cunningham, Jr.
                                          President and Chief Executive Officer






<PAGE>







                             VOTE AUTHORIZATION FORM

     I understand that Eastern Bank and Trust Company,  the ESOP trustee, is the
holder of record and custodian of all shares of Berkshire  Hills  Bancorp,  Inc.
(the  "Company")  common stock allocated to me under the Berkshire Bank Employee
Stock Ownership Plan.  Further,  I understand  that my voting  instructions  are
solicited on behalf of the Company's  Board of Directors for the Annual  Meeting
of Stockholders to be held on May 2, 2002.

     Accordingly, please vote my shares as follows:

1.   The  election as  directors  of all  nominees  listed  (unless the "For All
     Except" box is marked and the instructions below are complied with).

     Thomas O. Andrews, A. Allen Gray,  Catherine B. Miller,  Michael G. Miller,
     Louis J. Oggiani and William E. Williams.

                                                            FOR ALL
            FOR               VOTE WITHHELD                 EXCEPT
            ---               -------------                 ------

           [ _ ]                 [ _ ]                       [ _ ]

INSTRUCTION: To withhold your vote for any individual nominee, mark "FOR ALL
EXCEPT" and write that nominee's name in the space provided below.

--------------------------------------------------------------------------------

2.   The ratification of the appointment of Wolf & Company,  P.C. as independent
     auditors  of  Berkshire  Hills  Bancorp,  Inc.  for the fiscal  year ending
     December 31, 2002.

            FOR                     AGAINST                 ABSTAIN
            ---                     -------                 -------
           [ _ ]                     [ _ ]                   [ _ ]

      THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED
                                  PROPOSALS.

      The ESOP Trustee is hereby authorized to vote any shares allocated to me
as indicated above.



---------------------                         ---------------------------------
            Date                                         Signature



Please date, sign and return this form in the enclosed envelope no later than
April 22, 2002.







</TEXT>
</DOCUMENT>
</SUBMISSION>
