<SUBMISSION>
<ACCESSION-NUMBER>0000909654-07-002382
<TYPE>S-8
<PUBLIC-DOCUMENT-COUNT>7
<FILING-DATE>20071010
<DATE-OF-FILING-DATE-CHANGE>20071010
<EFFECTIVENESS-DATE>20071010
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>BERKSHIRE HILLS BANCORP INC
<CIK>0001108134
<ASSIGNED-SIC>6036
<IRS-NUMBER>043510455
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-8
<ACT>33
<FILE-NUMBER>333-146604
<FILM-NUMBER>071164907
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>24 NORTH ST.
<CITY>PITTSFIELD
<STATE>MA
<ZIP>01201
<PHONE>4134435601
</BUSINESS-ADDRESS>
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<STREET1>24 NORTH ST
<CITY>PITTSFIELD
<STATE>MA
<ZIP>01201
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>berkshires8sept26.txt
<TEXT>
<PAGE> 1

As filed with the Securities and Exchange Commission on October 10, 2007
Registration No. 333- _________

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                          BERKSHIRE HILLS BANCORP, INC.
   (exact name of registrant as specified in its certificate of incorporation)

         DELAWARE                                  04-3510455
(state or other jurisdiction of          (IRS Employer Identification No.)
incorporation or organization)

                                 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)


                           FACTORY POINT BANCORP, INC.
                 1999 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN,
                           AS AMENDED AND RESTATED(1)
                  (AS ASSUMED BY BERKSHIRE HILLS BANCORP, INC.)

                           FACTORY POINT BANCORP, INC.
                          1999 STOCK INCENTIVE PLAN(1)
                  (AS ASSUMED BY BERKSHIRE HILLS BANCORP, INC.)

                           FACTORY POINT BANCORP, INC.
                           2004 STOCK INCENTIVE PLAN,
                           AS AMENDED AND RESTATED (1)
                  (AS ASSUMED BY BERKSHIRE HILLS BANCORP, INC.)

                            (Full Title of the Plan)
               --------------------------------------------------

MICHAEL P. DALY                                     COPIES TO:
PRESIDENT AND CHIEF EXECUTIVE OFFICER               LAWRENCE M.F. SPACCASI, ESQ.
BERKSHIRE HILLS BANCORP, INC.                       SCOTT A. BROWN, ESQ.
24 NORTH STREET                                     MULDOON MURPHY & AGUGGIA LLP
PITTSFIELD, MASSACHUSETTS  01201                    5101 WISCONSIN AVENUE, N.W.
(413) 443-5601                                      WASHINGTON, DC 20016
(Name, address, including zip code, and telephone   (202) 362-0840
number, including area code, of agent for service)

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

==================================================================================================================
Title of each Class of                                Proposed Maximum        Proposed Maximum        Amount of
   Securities to be             Amount to be         Offering Price Per      Aggregate Offering      Registration
      Registered               Registered(2)               Share                  Price                  Fee
------------------------------------------------------------------------------------------------------------------
       <S>                    <C>                        <C>                    <C>                     <C>
        Common Stock
       $.01 Par Value         171,862 Shares(3)          $20.43(4)              $3,511,141              $108
==================================================================================================================
</TABLE>
<PAGE> 2
(1)  Berkshire Hills Bancorp, Inc. ("Berkshire" or the "Company") is offering
     shares of the common stock pursuant to the Factory Point Bancorp, Inc. 1999
     Non-Employee Directors Stock Option Plan, the Factory Point Bancorp, Inc.
     1999 Stock Incentive Plan and the Factory Point Bancorp, Inc. 2004 Stock
     Incentive Plan (collectively the "Plans") because, in the merger of
     Berkshire and Factory Point Bancorp, Inc., Berkshire agreed to assume the
     obligations under the Plans.
(2)  Together with an indeterminate number of additional shares which may be
     necessary to adjust the number of shares reserved for issuance pursuant to
     the Plans as the result of a stock split, stock dividend or similar
     adjustment to the outstanding common stock of Berkshire (the "Common
     Stock") pursuant to 17 C.F.R. ss.230.416(a).
(3)  Represents the total number of shares of Common Stock currently available
     for issuance upon the exercise of options granted under the Plans, adjusted
     to reflect the exchange ratio of 0.5844 shares.
(4)  Represents the weighted average exercise price for the options granted
     under the Plans.

THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND 17 C.F.R. SS.230.462.

<PAGE> 3
BERKSHIRE HILLS BANCORP, INC.

PART I     INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEMS 1 & 2. In connection with the merger of Factory Point Bancorp, Inc.
("Factory Point") into Berkshire Hills Bancorp, Inc. ("Berkshire" or the
"Company") effective September 21, 2007, Berkshire assumed the obligations under
the Factory Point Bancorp, Inc. 1999 Non-Employee Directors Stock Option Plan,
the Factory Point Bancorp, Inc. 1999 Stock Incentive Plan and the Factory Point
Bancorp, Inc. 2004 Stock Incentive Plan, as amended and restated (collectively
the "Plans"). In connection with its assumption of the Plans, Berkshire is
offering shares of its common stock pursuant to the Plans. The document
containing the information for the Plans required by Part I of the Registration
Statement will be sent or given to the participants in the Plans as specified by
Rule 428(b)(1). Said document is not filed with the Securities and Exchange
Commission (the "SEC") either as a part of this Registration Statement or as a
prospectus or prospectus supplement pursuant to Rule 424, in reliance on Rule
428. Said document and the information incorporated by reference pursuant to
Item 3 of Part II of this Registration Statement, taken together, constitute a
prospectus for the Registration Statement.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed or to be filed with the SEC are
incorporated by reference in this Registration Statement:

         (a)      The Annual Report on Form 10-K filed by the Company for the
                  fiscal year ended December 31, 2006, filed with the SEC on
                  March 16, 2007, which includes the consolidated balance sheets
                  of Berkshire Hills Bancorp, Inc. and subsidiaries as of
                  December 31, 2006 and 2005, and the related consolidated
                  statements of income, changes in stockholders' equity, and
                  cash flows for each of the years in the three-year period
                  ended December 31, 2006, and management's assessment of the
                  effectiveness of internal control over financial reporting and
                  the effectiveness of internal control over financial
                  reporting, together with the related notes and the report of
                  Wolf & Company, P.C., independent registered public accounting
                  firm. (SEC File No. 001-51584)

         (b)      The Quarterly Reports on Form 10-Q filed by the Company for
                  the fiscal quarters ended March 31, 2007 and June 30, 2007,
                  filed with the SEC on May 10, 2007 and August 9, 2007,
                  respectively. (SEC File No. 001-51584)

         (c)      The description of the Registrant's Common Stock contained in
                  the Registrant's Form 8-A 12G, filed by the Company with the
                  SEC on October 25, 2005, and including any amendment or report
                  filed with the SEC for the purpose of updating this
                  description.

         (d)      The Current Reports on Form 8-K filed by the Company on
                  September 26, 2007 and items 2.01, 5.02 and 9.01, August 29,
                  2007 under items 8.01 and 9.01, August 7, 2007 under items
                  8.01 and 9.01, August 6, 2007 under item 5.02, March 16, 2007
                  under item 5.02 and 9.01, May 15, 2007 under items 1.01 and
                  9.01, May 4, 2007 under items 8.01 and 9.01.

         (e)      All documents filed by the Registrant pursuant to Sections
                  13(a) and (c), 14 or 15(d) of the Securities Exchange Act of
                  1934, as amended (the "Exchange Act"), except items 2.02, 7.01
                  and 9.01 filed under Form 8-K, after the date hereof and prior
                  to the

<PAGE> 4
                  filing of a post-effective amendment which deregisters all
                  securities then remaining unsold.

         ANY STATEMENT CONTAINED IN THIS REGISTRATION STATEMENT, OR IN A
DOCUMENT INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE HEREIN, SHALL BE
DEEMED TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS REGISTRATION STATEMENT
TO THE EXTENT THAT A STATEMENT CONTAINED HEREIN, OR IN ANY OTHER SUBSEQUENTLY
FILED DOCUMENT WHICH ALSO IS INCORPORATED OR DEEMED TO BE INCORPORATED BY
REFERENCE HEREIN, MODIFIES OR SUPERSEDES SUCH STATEMENT. ANY SUCH STATEMENT SO
MODIFIED OR SUPERSEDED SHALL NOT BE DEEMED, EXCEPT AS SO MODIFIED OR SUPERSEDED,
TO CONSTITUTE A PART OF THIS REGISTRATION STATEMENT.

ITEM 4.  DESCRIPTION OF SECURITIES

         The common stock to be offered pursuant to the Plans has been
registered pursuant to Section 12 of the Exchange Act. Accordingly, a
description of the common stock is not required herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         None.

         The validity of the Common Stock offered hereby has been passed upon by
Muldoon Murphy & Aguggia LLP, Washington, DC, for the Registrant.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the Delaware General Corporation Law ("DGCL"), inter
alia, empowers a Delaware corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation), by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by the person in
connection with such action, suit or proceeding if the person acted in good
faith and in a manner the person reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe the person's conduct was
unlawful. Similar indemnity is authorized for such person against expenses
(including attorneys' fees) actually and reasonably incurred in connection with
the defense or settlement of any such threatened, pending or completed action or
suit if such person acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation, and provided
further that (unless a court of competent jurisdiction otherwise provides) such
person shall not have been adjudged liable to the corporation. Any such
indemnification may be made only as authorized in each specific case upon a
determination by the shareholders or disinterested directors or by independent
legal counsel in a written opinion that indemnification is proper because the
indemnitee has met the applicable standard of conduct.

         Any such indemnification and advancement of expenses provided under
Section 145 shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of such person's
heirs, executors and administrators.

         Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise,

                                       2
<PAGE> 5
against any liability asserted against him, and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would otherwise have the power to indemnify him under Section 145.

         The Registrant has also entered into employment agreements with certain
executive officers, which agreements require that the Registrant maintain a
directors' and officers' liability policy for the benefit of such officers and
that the Registrant will indemnify such officers and their heirs to the fullest
extent permitted by law.

         In accordance with the DGCL (being Chapter 1 of Title 8 of the Delaware
Code), Articles 10 and 11 of the Registrant's Certificate of Incorporation
provide as follows:

         TENTH:

                  A. Each person who was or is made a party or is threatened to
         be made a party to or is otherwise involved in any action, suit or
         proceeding, whether civil, criminal, administrative or investigative
         (hereinafter a "proceeding"), by reason of the fact that he or she is
         or was a Director or an Officer of the Corporation or is or was serving
         at the request of the Corporation as a Director, Officer, employee or
         agent of another corporation or of a partnership, joint venture, trust
         or other enterprise, including service with respect to an employee
         benefit plan (hereinafter an "indemnitee"), whether the basis of such
         proceeding is alleged action in an official capacity as a Director,
         Officer, employee or agent or in any other capacity while serving as a
         Director, Officer, employee or agent, shall be indemnified and held
         harmless by the Corporation to the fullest extent authorized by the
         Delaware General Corporation Law, as the same exists or may hereafter
         be amended (but, in the case of any such amendment, only to the extent
         that such amendment permits the Corporation to provide broader
         indemnification rights than such law permitted the Corporation to
         provide prior to such amendment), against all expense, liability and
         loss (including attorneys' fees, judgments, fines, ERISA excise taxes
         or penalties and amounts paid in settlement) reasonably incurred or
         suffered by such indemnitee in connection therewith; provided, however,
         that, except as provided in Section C hereof with respect to
         proceedings to enforce rights to indemnification, the Corporation shall
         indemnify any such indemnitee in connection with a proceeding (or part
         thereof) initiated by such indemnitee only if such proceeding (or part
         thereof) was authorized by the Board of Directors of the Corporation.

                  B. The right to indemnification conferred in Section A of this
         Article TENTH shall include the right to be paid by the Corporation the
         expenses incurred in defending any such proceeding in advance of its
         final disposition (hereinafter and "advancement of expenses");
         provided, however, that, if the Delaware General Corporation Law
         requires, an advancement of expenses incurred by an indemnitee in his
         or her capacity as a Director or Officer (and not in any other capacity
         in which service was or is rendered by such indemnitee, including,
         without limitation, services to an employee benefit plan) shall be made
         only upon delivery to the Corporation of an undertaking (hereinafter an
         "undertaking"), by or on behalf of such indemnitee, to repay all
         amounts so advanced if it shall ultimately be determined by final
         judicial decision from which there is no further right to appeal
         (hereinafter a "final adjudication") that such indemnitee is not
         entitled to be indemnified for such expenses under this Section or
         otherwise. The rights to indemnification and to the advancement of
         expenses conferred in Sections A and B of this Article TENTH shall be
         contract rights and such rights shall continue as to an

                                       3
<PAGE> 6
         indemnitee who has ceased to be a Director, Officer, employee or agent
         and shall inure to the benefit of the indemnitee's heirs, executors and
         administrators.

                  C. If a claim under Section A or B of this Article TENTH is
         not paid in full by the Corporation within sixty days after a written
         claim has been received by the Corporation, except in the case of a
         claim for an advancement of expenses, in which case the applicable
         period shall be twenty days, the indemnitee may at any time thereafter
         bring suit against the Corporation to recover the unpaid amount of the
         claim. If successful in whole or in part in any such suit, or in a suit
         brought by the Corporation to recover an advancement of expenses
         pursuant to the terms of an undertaking, the indemnitee shall be
         entitled to be paid also the expenses of prosecuting or defending such
         suit. In (i) any suit brought by the indemnitee to enforce a right to
         indemnification hereunder (but not in a suit brought by the indemnitee
         to enforce a right to an advancement of expenses) it shall be a defense
         that, and (ii) in any suit by the Corporation to recover an advancement
         of expenses pursuant to the terms of an undertaking the Corporation
         shall be entitled to recover such expenses upon a final adjudication
         that, the indemnitee has not met any applicable standard for
         indemnification set forth in the Delaware General Corporation Law.
         Neither the failure of the Corporation (including its Board of
         Directors, independent legal counsel, or its stockholders) to have made
         a determination prior to the commencement of such suit that
         indemnification of the indemnitee is proper in the circumstances
         because the indemnitee has met the applicable standard of conduct set
         forth in the Delaware General Corporation Law, nor an actual
         determination by the Corporation (including its Board of Directors,
         independent legal counsel, or its stockholders) that the indemnitee has
         not met such applicable standard of conduct, shall create a presumption
         that the indemnitee has not met the applicable standard of conduct or,
         in the case of such a suit brought by the indemnitee, be a defense to
         such suit. In any suit brought by the indemnitee to enforce a right to
         indemnification or to an advancement of expenses hereunder, or by the
         Corporation to recover an advancement of expenses pursuant to the terms
         of an undertaking, the burden of proving that the indemnitee is not
         entitled to be indemnified, or to such advancement of expenses, under
         this Article TENTH or otherwise shall be on the Corporation.

                  D. The rights to indemnification and to the advancement of
         expenses conferred in this Article TENTH shall not be exclusive of any
         other right which any person may have or hereafter acquire under any
         statute, the Corporation's Certificate of Incorporation, Bylaws,
         agreement, vote of stockholders or Disinterested Directors or
         otherwise.

                  E. The Corporation may maintain insurance, at its expense, to
         protect itself and any Director, Officer, employee or agent of the
         Corporation or Subsidiary or Affiliate or another corporation,
         partnership, joint venture, trust or other enterprise against any
         expense, liability or loss, whether or not the Corporation would have
         the power to indemnify such person against such expense, liability or
         loss under the Delaware General Corporation Law.

                  F. The Corporation may, to the extent authorized from time to
         time by the Board of Directors, grant rights to indemnification and to
         the advancement of expenses to any employee or agent of the Corporation
         to the fullest extent of the provisions of this Article TENTH with
         respect to the indemnification and advancement of expenses of Directors
         and Officers of the Corporation.

                                       4
<PAGE> 7
         ELEVENTH:

                  A. Director of this Corporation shall not be personally liable
         to the Corporation or its stockholders for monetary damages for breach
         of fiduciary duty as a Director, except for liability: (i) for any
         breach of the Director's duty of loyalty to the Corporation or its
         stockholders; (ii) for acts or omissions not in good faith or which
         involve intentional misconduct or a knowing violation of law; (iii)
         under Section 174 of the Delaware General Corporation Law; or (iv) for
         any transaction from which the Director derived an improper personal
         benefit. If the Delaware General Corporation Law is amended to
         authorize corporate action further eliminating or limiting the personal
         liability of Directors, then the liability of a Director of the
         Corporation shall be eliminated or limited to the fullest extent
         permitted by the Delaware General Corporation Law, as so amended.

                  Any repeal or modification of the foregoing paragraph by the
         stockholders of the Corporation shall not adversely affect any right or
         protection of a Director of the Corporation existing at the time of
         such repeal or modification.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  LIST OF EXHIBITS

         The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds generally to
Exhibit Table in Item 601 of Regulation S-K):

         5           Opinion of Muldoon Murphy & Aguggia LLP, Washington, DC,
                     as to the legality of the Common Stock registered hereby.

         10.1        Factory  Point  Bancorp, Inc. 1999 Non-Employee Directors
                     Stock Option Plan (as assumed by the  Registrant on
                     September 21, 2007).

         10.2        Factory Point Bancorp, Inc. 1999 Stock Incentive Plan (as
                     assumed by the Registrant on September 21, 2007).

         10.3        Factory Point Bancorp, Inc. 2004 Stock Incentive Plan, as
                     amended and restated (as assumed by the Registrant on
                     September 21, 2007).

         10.4        Form of Assumption Agreement.

                                       5
<PAGE> 8
         23.1        Consent of Muldoon Murphy & Aguggia LLP (contained in the
                     opinion included as Exhibit 5).

         23.2        Consent of Wolf & Company, P.C.

         24          Power of Attorney is located on the signature pages.

ITEM 9.  UNDERTAKINGS

         (a)      The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this registration statement:

                           (i) To include any prospectus required by Section
                    10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
                    arising after the effective date of the registration
                    statement (or the most recent post-effective amendment
                    thereof) which, individually or in the aggregate, represent
                    a fundamental change in the information set forth in the
                    registration statement. Notwithstanding the foregoing, any
                    increase or decrease in volume of securities offered (if the
                    total dollar value of securities offered would not exceed
                    that which was registered) and any deviation from the low or
                    high end of the estimated maximum offering range may be
                    reflected in the form of prospectus filed with the
                    Securities and Exchange Commission pursuant to Rule 424(b)
                    if, in the aggregate, the changes in volume and price
                    represent no more than 20 percent change in the maximum
                    aggregate offering price set forth in the "Calculation of
                    Registration Fee" table in the effective registration
                    statement; and

                           (iii) To include any material information with
                    respect to the plan of distribution not previously disclosed
                    in the Registration Statement or any material change to such
                    information in the Registration Statement.

                  PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) of
         this section do not apply if the information required to be included in
         a post-effective amendment by those paragraphs is contained in reports
         filed or furnished to the Securities and Exchange Commission by the
         registrant pursuant to Section 13 or 15(d) of the Securities Exchange
         Act of 1934 that are incorporated by reference into this Registration
         Statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new Registration Statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial BONA FIDE offering thereof.

                  (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

                                       6
<PAGE> 9
         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial BONA FIDE offering thereof.

         (c)-(g) Not applicable.

         (h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

         (i)-(l) Not applicable.

<PAGE> 10
                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Berkshire Hills
Bancorp, Inc. hereby certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Commonwealth of Massachusetts in the City of Pittsfield
on this 10th day of October 2007.

                                       BERKSHIRE HILLS BANCORP, INC.



                                       By: /s/ Michael P. Daly
                                           -------------------------------------
                                           Michael P. Daly
                                           President and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

         KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below (other than Mr. Daly) constitutes and appoints Michael P. Daly as the true
and lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to the Form S-8 Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the U.S. Securities and Exchange Commission,
respectively, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and things requisite and
necessary to be done as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
<TABLE>
<CAPTION>

<S>                                         <C>                                       <C>
Name                                        Title                                    Date
----                                        -----                                    ----


/s/ Michael P. Daly                         President and Chief                       October 10, 2007
--------------------------------            Executive Officer (Principal
Michael P. Daly                             Executive Officer)


/s/ Kevin P. Riley                          Executive Vice President,                 October 10, 2007
--------------------------------            Chief Financial Officer and
Kevin P. Riley                              Treasurer (Principal Financial Officer)


/s/ Lawrence A. Bossidy                     Director                                  October 10, 2007
-------------------------------
Lawrence A. Bossidy


/s/ Wallace W. Altes                        Director                                  October 10, 2007
--------------------------------
Wallace W. Altes


/s/ John B. Davies                          Director                                  October 10, 2007
--------------------------------
John B. Davies

                                       8
<PAGE> 11

/s/ Rodney C. Dimock                        Director                                  October 10, 2007
---------------------------------
Rodney C. Dimock


/s/ David B. Farrell                        Director                                  October 10, 2007
---------------------------------
David B. Farrell


/s/ Susan M. Hill                           Director                                  October 10, 2007
---------------------------------
Susan M. Hill


/s/ Cornelius D. Mahoney                    Director                                  October 10, 2007
---------------------------------
Cornelius D. Mahoney


/s/ Edward G. McCormick, Esq.               Director                                  October 10, 2007
---------------------------------
Edward G. McCormick, Esq.


/s/ Catherine B. Miller                     Director                                  October 10, 2007
---------------------------------
Catherine B. Miller


/s/ David E. Phelps                         Director                                  October 10, 2007
---------------------------------
David E. Phelps


/s/ D. Jeffrey Templeton                    Director                                  October 10, 2007
---------------------------------
D. Jeffrey Templeton


/s/ Corydon L. Thurston                     Director                                  October 10, 2007
---------------------------------
Corydon L. Thurston

</TABLE>

                                       9

<PAGE> 12
<TABLE>
<CAPTION>

                                  EXHIBIT INDEX
                                  -------------

 EXHIBIT NO.    DESCRIPTION                                       METHOD OF FILING
------------   --------------------------------------------       ------------------------------------
     <S>       <C>                                                <C>
      5        Opinion of Muldoon Murphy & Aguggia LLP            Filed herewith.


     10.1      Factory Point Bancorp, Inc. 1999 Non-Employee      Filed herewith.
               Directors Stock Option Plan

     10.2      Factory Point Bancorp, Inc. 1999 Stock             Filed herewith.
               Incentive Plan

     10.3      Factory Point Bancorp, Inc. 2004 Stock             Filed herewith.
               Incentive Plan

     10.4      Form of Assumption Agreement                       Filed herewith.

     23.1      Consent of Muldoon Murphy & Aguggia LLP            Contained in Exhibit 5 hereof.

     23.2      Consent of Wolf & Company, P.C.                    Filed herewith.

      24       Power of Attorney                                  Located on the signature page.
</TABLE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.0
<SEQUENCE>2
<FILENAME>berkshireexb5sept26.txt
<TEXT>
<PAGE> 1

                                                                     EXHIBIT 5.0

                   [MULDOON MURPHY & AGUGGIA LLP LETTERHEAD]


                                October 10, 2007



Board of Directors
Berkshire Hills Bancorp, Inc.
24 North Street
Pittsfield, Massachusetts  01201

         Re:      FACTORY POINT BANCORP, INC. 1999 NON-EMPLOYEE DIRECTORS STOCK
                  OPTION PLAN (AS ASSUMED BY BERKSHIRE HILLS BANCORP, INC.),
                  FACTORY POINT BANCORP, INC. 1999 STOCK INCENTIVE PLAN (AS
                  ASSUMED BY BERKSHIRE HILLS BANCORP, INC.) AND FACTORY POINT
                  BANCORP, INC. 2004 STOCK INCENTIVE PLAN, AS AMENDED AND
                  RESTATED (AS ASSUMED BY BERKSHIRE HILLS BANCORP, INC.)

Members of the Board of Directors:

         We have been requested by Berkshire Hills Bancorp, Inc., a Delaware
corporation (the "Company"), to issue a legal opinion in connection with the
registration (the "Registration") of 171,862 shares of the Company's Common
Stock, par value $.01 per share (the "Shares"). The Registration of the Shares
is being effected on a Form S-8.

         We have made such legal and factual examinations and inquiries as we
deemed advisable for the purpose of rendering this opinion. In our examination,
we have assumed and have not verified (i) the genuineness of all signatures,
(ii) the authenticity of all documents submitted to us as originals, (iii) the
conformity to the originals of all documents supplied to us as copies, and (iv)
the accuracy and completeness of all corporate records and documents and of all
certificates and statements of fact, in each case given or made available to us
by the Company.

         Based on the foregoing and limited in all respects to Delaware law, it
is our opinion that the Shares reserved under the Factory Point Bancorp, Inc.
1999 Non-Employee Directors Stock Option Plan, the Factory Point Bancorp, Inc.
1999 Stock Incentive Plan and the Factory Point Bancorp, Inc. 2004 Stock
Incentive Plan, as amended and restated (collectively the "Plan"), have been
duly authorized and, upon payment for and issuance of the Shares in the manner
described in the Plan, will be legally issued, fully paid and nonassessable.

         This opinion is rendered to you solely for your benefit in connection
with the issuance of the Shares as described above. This opinion should not be
quoted in whole or in part, or otherwise referred to or furnished to any
governmental agency (other than the Securities and Exchange Commission in
connection with the aforementioned Registration Statement on Form S-8), or any
other person or entity, without the prior written consent of this firm.

<PAGE> 2

Board of Directors
Berkshire Hills Bancorp, Inc.
October 10, 2007
Page 2

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under Item 5. Interests
of Named Experts and Counsel in the Registration Statement. In giving such
consent, we do not hereby admit that we are experts or are otherwise within the
category of persons whose consent is required under Section 7 of the Act or the
rules or regulations of the Securities and Exchange Commission thereunder.

         We hereby consent to the filing of this opinion as an exhibit to, and
the reference to this firm in, the Company's Registration Statement on Form S-8.

                                            Very truly yours,

                                            /s/ Muldoon Murphy & Aguggia LLP


                                            MULDOON MURPHY & AGUGGIA LLP
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>berkshireexb101sept26.txt
<TEXT>
<PAGE> 1
                                                                    EXHIBIT 10.1


                           FACTORY POINT BANCORP, INC.

                1999 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
   (as assumed by Berkshire Hills Bancorp, Inc. effective September 21, 2007)


1.       PURPOSE OF THE PLAN.
         -------------------

         The purpose of the Factory Point Bancorp, Inc. 1999 Stock Option Plan
for Non-Employee Directors is to promote the success of Factory Point Bancorp,
Inc. (the "Company") by attracting and retaining non-employee directors of the
Company and its wholly-owned subsidiary, Factory Point National Bank (the
"Bank"), by supplementing their cash compensation and providing a means for them
to increase their holdings of common stock of the Company.


2.       DEFINITIONS.
         -----------

         As used herein, the following definitions shall apply:

         2.0      "Annual Meeting Date" means the date of the Annual Meeting of
the  shareholders of the Company at which directors are elected.

         2.1      "Bank" means Factory Point National Bank, a wholly-owned
subsidiary of the Company.

         2.2      "Code" means the Internal Revenue Code of 1986, as amended.

         2.3 "Committee" means any committee of the Company Board designated by
the Company Board to administer the Plan pursuant to Section 4 hereof.

         2.4      "Common Stock" means the Common Stock, par value $1.00 per
share, of the Company.

         2.5      "Company" shall refer to Factory Point Bancorp, Inc., a
Delaware corporation.

         2.6 "Company Annual Meeting" means the annual meeting of the
shareholders of the Company (as described in the By-Laws of the Company) at
which directors are elected.

         2.7      "Company Board" means the Board of Directors of the Company.

         2.8      "Eligible Director" means, as of any date and/or time, any
person who is a member of the Company Board or the Bank Board and who is not an
employee, full time or part time, of the Company, the Bank or any of their
Subsidiaries as of such date and/or time; an advisory, emeritus or honorary
director of the Company or the Bank shall not be considered a member of the
Company Board or the Bank Board, as the case may be, and shall not be an
"Eligible Director" for purposes of this Plan.

         2.9      "Fair Market Value" as of any date means the market price of
the Shares, determined by the Company Board as follows:

                  (a) If the Shares were traded over-the-counter on the date in
         question and the Stock was classified by Nasdaq as a national market
         issue (or, in the judgment of the Company Board, a comparable
         designation), then the Fair Market Value shall be equal to the average
         of the high and low sales prices of the Shares reported in Nasdaq
         trading for that date or if no reported sale of Shares shall have
         occurred on such date, then on the next preceding day on which there
         was a reported sale.

                  (b) If the Shares were traded over-the-counter on the date in
         question but the Stock was not classified by Nasdaq as a national
         market issue (or, in the judgment of the Company Board, a comparable
         designation), then the Fair Market Value shall be equal to the mean
         between the last reported representative bid and asked prices quoted by
         the Nasdaq system for such date.

<PAGE> 2
                  (c) If the Shares were traded on a stock exchange on the date
         in question, then the Fair Market Value shall be equal to the closing
         price reported by the applicable composite transactions report for such
         date; and

                  (d) If none of the foregoing provisions is applicable, then
         the Fair Market Value shall be determined by the Company Board in good
         faith on such basis as it deems appropriate.

Whenever possible, the determination of Fair Market Value by the Company Board
shall be based on the prices reported in the Eastern Edition of THE WALL STREET
JOURNAL. Such determination shall be conclusive and binding on all persons.

         2.10     "Option" means a stock option granted pursuant to this Plan,
which shall be nonstatutory options not intended to qualify under Section 422
of the Code.

         2.11     "Option Agreement" means the agreement between the Company and
an Optionee for the grant of an option.

         2.12     "Option Price" means the purchase price for Shares to be
purchased pursuant to an Option, which shall be the Fair Market Value as of the
date of grant.

         2.13     "Option Stock" means stock subject to an Option granted
pursuant to this Plan.

         2.14     "Optionee" means a person who receives an Option.

         2.15     "Plan" means this 1999 Stock Option Plan for Non-Employee
Directors, as the same may be amended from time to time by the Company Board.

         2.16     "Shares" means shares of the Common Stock.

         2.17     "Subsidiary" means a "subsidiary corporation" as defined in
Section 424(f) and (g) of the Code.


3.       STOCK SUBJECT TO THE PLAN.
         -------------------------

         The maximum number of Shares which may be optioned and sold under the
Plan shall be 25,000 Shares, subject to adjustment in accordance with Section 10
hereof. Such Shares shall be authorized but unissued Shares or Shares reacquired
by the Company, including, without limitation, Shares purchased in the open
market or in private transactions. If an Option should be canceled or terminated
or expire or become unexercisable for any reason without having been exercised
in full, the unpurchased Shares which were subject thereto shall, unless the
Plan shall have been terminated, become available for the grant of other Options
under the Plan and shall not be counted against the total number of Shares.


4.       ADMINISTRATION OF THE PLAN.
         --------------------------

         This Plan shall be administered by the Company Board or any Committee
of the Company Board so designated by the Company Board, which Board or
Committee, as the case may be, shall have authority to adopt such rules and
regulations, and to make such determinations as are not inconsistent with the
Plan and are necessary or desirable for its implementation and administration.
If any such Committee is designated by the Company Board, references herein to
administrative actions or authority of the Company Board shall be deemed to
refer to actions or authority of the Committee, unless the context otherwise
requires.

                                       2
<PAGE> 3
5.       GRANT OF OPTIONS.
         ----------------

         5.1      Discretionary Annual Grants. An Option to purchase between 250
                  ---------------------------
and 500 Shares (as adjusted pursuant to Section 10) may be granted each year, in
the discretion of the Company Board, based on the performance of the Company for
the prior calendar year. In the discretion of the Company Board, grants may
occur immediately following the Company Annual Meeting, to each Eligible
Director as of such time:

                 (a) who is a director of the Company, or

                 (b) who is a director of the Bank but not a director of the
                     Company.

Such grants may, in the discretion of the Company Board, begin with the Company
Annual Meeting at which the Plan is approved by shareholders of the Company.

         5.2      Adjustment.  Any  outstanding  Option shall be subject to
                  ----------
adjustment  from time to time in accordance with Section 10 hereof.


6.       TERM OF PLAN.
         ------------

         This Plan shall become effective immediately following approval by the
shareholders of the Company, and shall continue in effect until all Options
granted hereunder have expired or been exercised, unless sooner terminated under
the provisions hereof.

7.       TERMS OF OPTION AGREEMENT.
         -------------------------

         Upon the grant of each Option, the Company and the Eligible Director
shall enter into an Option Agreement which shall specify the Grant Date and the
Option Price, and shall include or incorporate by reference this Plan, including
the substance of all of the following provisions and such other provisions
consistent with this Plan as the Company Board may determine.

         7.1    Term. The term of the Option shall not exceed ten years from its
                ----
Grant Date, subject to earlier termination in accordance with Sections 7.6,
10.2, 10.3 or 10.4 hereof.

         7.2    Exercisability.  The Option shall be immediately exercisable.
                --------------

         7.3    Option Price. The purchase price of the Shares subject to each
                ------------
Option (the "Option Price") shall be no less than 100% of the Fair Market Value
thereof on the date such Option is granted.

         7.4    Payment of Purchase Price. The entire purchase price of the
                -------------------------
Shares issued upon exercise of Options shall be payable in cash at the time when
such Shares are purchased or with Shares which have already been owned by the
Optionee for more than six months, or by a combination of cash and previously
owned Shares. The previously owned Shares shall be valued at their Fair Market
Value on the date when the new Shares are purchased under the Plan. Unless
prohibited by the Company Board, payment of the purchase price may be made by
the delivery (on a form prescribed by the Company) of an irrevocable direction
to a securities broker approved by the Company to sell Shares and to deliver all
or part of the sales proceeds to the Company in payment of all or part of the
purchase price; provided that the Company shall not be required to deliver
certificates for the Shares purchased upon exercise of an Option until it has
received full payment, including payment of such sale proceeds.

         7.5    Nontransferability. No Option shall be transferable otherwise
                ------------------
than by will or the laws of descent and distribution, and an Option shall be
exercisable during the Eligible Director's lifetime only by the Eligible
Director.

         7.6    Termination of Eligible Director Status. If an Eligible
                ---------------------------------------
Director's status as an Eligible Director terminates for any reason, an Option
held at the date of termination of Eligible Director status may be exercised in
whole

                                       3
<PAGE> 4
or in part at any time within one year after the date of such termination (but
in no event after the term of the Option expires) and shall thereafter
automatically terminate.

8.       USE OF PROCEEDS.
         ---------------

         Proceeds from the sale of Shares pursuant to this Plan shall be used by
the Company for general corporate purposes.

9.       EXERCISE OF OPTIONS.
         -------------------

         9.1    Procedure for Exercise. An Option may be exercised, in whole or
                ----------------------
in part, from time to time prior to its expiration or termination. An Option
shall be deemed to be exercised when written notice of such exercise has been
given to the Company in accordance with the terms of the Option by the person
entitled to exercise the Option and full payment for the Shares with respect to
which the Option is exercised has been received by the Company. The minimum
number of Shares with respect to which an Option may be exercised at any one
time shall be one hundred (100) Shares, unless the number purchased is the total
number at the time available for purchase under the Option. An Option may not be
exercised for a fractional Share. No Option may be exercised after the
expiration of its term as specified in Section 7.1. Until the issuance of the
stock certificates (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company), no right to vote
or receive dividends or any other rights as a shareholder shall exist with
respect to Option Shares notwithstanding the exercise of the Option. No
adjustment will be made for a dividend or other rights for which the record date
is prior to the date the stock certificates are issued except as provided in
Section 10 of the Plan.

         9.2     Exercise Following Death or Disability. In the case of
                 --------------------------------------
Optionee's death, exercise shall be by the person or persons (including his
estate) to whom his rights under such Option shall have passed by will or by
laws of descent and distribution.

         9.3     Compliance with Law; Legend on Shares. The exercise of each
                 -------------------------------------
Option shall be on the condition that the purchases of Shares or other
securities thereunder shall be for investment purposes, and not with a view to
resale or distribution unless the Shares or other securities subject to such
Option are registered under the Securities Act of 1933, as amended, and any
applicable state laws, or if in the opinion of counsel for the Corporation such
registration is not required under the Securities Act of 1933 or any other
applicable law, regulation or rule of any state or governmental agency. Any
Share certificate may bear legends and statements the Company Board shall deem
advisable to assure compliance with federal and state laws and regulations.

10.      ADJUSTMENT UPON CHANGES IN CAPITALIZATION.
         -----------------------------------------

         10.1   Changes in Capitalization. If the number of Shares of the
                -------------------------
Company as a whole are increased, decreased or changed into, or exchanged for, a
different number or kind of shares or securities of the Company, whether through
merger, consolidation, reorganization, recapitalization, reclassification, stock
dividend, stock split, combination of shares, exchange of shares, change in
corporate structure or the like, an appropriate and proportionate adjustment
shall be made in the number and kind of shares subject to this Plan, in the
initial number and kind of shares to be subject to Options to be granted
pursuant to Section 5 hereof subsequent to such event, and in the number, kind
and per share exercise price of Shares subject to unexercised Options or
portions thereof granted prior to any such change. Any such adjustment in an
outstanding Option, however, shall be made without a change in the total price
applicable to the unexercised portion of the Option but with a corresponding
adjustment in the price for each Share covered by the Option. A change in only
the par value of the Shares shall not require any adjustment in the number of
Shares subject to the Option.

         10.2    Acquisition. Any agreement to which the Company is a party
                 -----------
which provides for any merger, consolidation or similar transaction of the
Company with or into another corporation whereby the Company is not to be the
surviving corporation may provide, without limitation, for the assumption of
outstanding Options by the surviving corporation or its parent, for accelerated
vesting and accelerated expiration, or for an equitable mandatory settlement of

                                       4
<PAGE> 5
outstanding Options in cash based on the consideration paid to shareholders in
such transaction and all outstanding Options shall be subject to such agreement.
In any case where the Options are assumed by another corporation, appropriate
equitable adjustments as to the number and kind of shares or other securities
and the per share purchase prices shall be made.

         10.3    Fractional Shares. No fractional Shares shall be issued under
                 -----------------
the Plan on account of any adjustment specified above; provided, however, that
prior to exercise, fractional Shares shall be carried through in adjustments of
Shares subject to outstanding Options. In determining the initial number of
shares to be subject to Options granted subsequent to any event causing an
adjustment pursuant to this Section 10, Options for fractional shares shall not
be granted and the initial adjusted number of shares to be subject to such
Options shall be rounded down, if necessary, to the nearest whole number. In the
event that an Option is exercised for all full or whole Shares subject to the
Option, the Option shall be deemed rounded down to the nearest whole number and,
upon exercise for such whole number of Shares, the Option shall terminate.

         10.4    Dissolution or Liquidation. Upon the dissolution or liquidation
                 --------------------------
of the Company, this Plan and the Options issued thereunder shall terminate.

         10.5    Determinations by the Company Board or Committee. All
                 ------------------------------------------------
determinations as to appropriate adjustments pursuant to this Section 10 shall
be made by the Company Board or, if the Company Board has designated a Committee
to administer the Plan as provided in Section 4 hereof, by the Committee and all
such determinations shall be binding and conclusive on all parties.

11.      APPROVAL, AMENDMENT AND TERMINATION OF THE PLAN.
         -----------------------------------------------

         11.1    Approval. This Plan shall be adopted by the Company Board, and
                 --------
shall be presented to the shareholders of the Company for their approval by vote
of a majority of such shareholders present, or represented, and entitled to vote
at a meeting duly held.

         11.2   Amendment, Termination or Suspension. To the extent permitted by
                ------------------------------------
applicable law, the Company Board may amend, suspend, or terminate the Plan at
any time in its sole and absolute discretion; provided, however, that
notwithstanding anything to the contrary herein, no amendment may be adopted to
increase the number of securities that may be issued under the Plan (except as
specified in Section 10 hereof), materially increase the benefits accruing to
recipients or materially modify the requirements for eligibility to participate
in the Plan, without the approval of the shareholders of the Company.

         11.3   Effect of Termination or Suspension by the Company Board. Any
                --------------------------------------------------------
termination or suspension of the Plan by the Company Board pursuant to Section
11.2 shall not affect Options already granted and, except as otherwise provided
herein in Section 10.2 and 10.4, such Options shall remain in full force and
effect as if this Plan had not been terminated or suspended. No Option may be
granted while the Plan is suspended or after it is terminated. Except as
provided in Sections 10.2 and 10.4, rights and obligations under any Option
granted while this Plan is in effect shall not be altered or impaired by
suspension or termination of this Plan, except with the consent of the person to
whom the Option was granted.


12.      CONDITIONS UPON ISSUANCE OF SHARES.
         ----------------------------------

         The Company shall not be required to issue any certificate or
certificates for Shares upon the exercise of an Option granted under the Plan or
to record as a holder of record of Shares the name of the individual exercising
an Option under the Plan, without obtaining to the complete satisfaction of the
Company Board, the approval of all regulatory bodies deemed necessary by the
Company Board and without complying, to the Company Board's complete
satisfaction, with all rules and regulations under federal, state or local law
deemed applicable by the Company Board. Inability of the Company to obtain
authority from any regulatory body having jurisdictional authority deemed by its
counsel to be necessary to the lawful issuance and sale of any Shares hereunder,
or for the Company to be in compliance with all rules, regulations and orders
applicable to it, shall relieve the Company of any liability in respect to the
nonissuance or sale of such Shares as to which such requisite authority shall
not have been obtained.

                                       5
<PAGE> 6
13.      RESERVATION OF SHARES.
         ---------------------

         The Company, during the terms of this Plan, will at all times reserve
and keep available a number of Shares as shall be sufficient to satisfy the
requirements of the Plan.

14.      GENERAL PROVISIONS.
         ------------------

         14.1    No Additional Rights. The establishment of the Plan shall not
                 --------------------
confer upon any Eligible Director any legal or equitable right against the
Company, the Bank or the Company Board, except as expressly provided in the
Plan.

         14.2    No Contract. The Plan does not constitute inducement for the
                 -----------
service of any Eligible Director, nor is it a contract between the Company and
any Eligible Director or between the Bank and any Eligible Director.
Participation in the Plan shall not give any Eligible Director any right to be
retained in the service of the Company or the Bank.

         14.3   No Restrictions on Issuances of Other Shares and Securities.
                -----------------------------------------------------------
Neither the adoption of this Plan, nor its submission to the shareholders, shall
be taken to impose any limitations on the powers of the Company, its
Subsidiaries or any other of its or their affiliates to issue, grant, award or
assume stock or options, warrants or rights to purchase or receive stock,
otherwise than under this Plan, or to adopt other stock plans or to impose any
requirement of shareholder approval upon the same.

         14.4    Not Subject to Claims of Creditors. The interests of any
                 ----------------------------------
Eligible Director under the Plan are not subject to the claims of creditors and
may not, in any way, be assigned, alienated or encumbered.

         14.5   References to Statutes or Regulations. Any reference contained
                -------------------------------------
in this Plan to a particular section or provision of law, rule or regulations,
including, but not limited to, the Internal Revenue Code of 1986 and the
Securities Exchange Act of 1934, both as amended, shall include any subsequent
enacted or promulgated section or provision of law, rule or regulation, as the
case may be, of similar import.

         14.6   Persons Subject to Section 16. With respect to persons subject
                -----------------------------
to Section 16 of the Securities Exchange Act of 1934, as amended, transactions
under this Plan are intended to comply with all applicable conditions of Rule
16b-3 or any successor rule that may be promulgated by the Securities and
Exchange Commission, and to the extent any provision of this Plan or action by
the Company Board or any Committee designated by the Company Board fails to so
comply, it shall be deemed null and void, to the extent permitted by applicable
law and deemed advisable by the Company Board or any Committee designated by the
Company Board.

         14.7    Governing Law. The Plan shall be governed, construed and
                 -------------
administered in accordance with the laws of the State of Delaware, without
regard to the conflict of laws principles thereof.

                                       6
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>berkshireexb102sept26.txt
<TEXT>
<PAGE> 1
                                                                    EXHIBIT 10.2

                          FACTORY POINT BANCORP, INC.

                            1999 STOCK INCENTIVE PLAN
   (AS ASSUMED BY BERKSHIRE HILLS BANCORP, INC. EFFECTIVE SEPTEMBER 21, 2007)



                                    ARTICLE I

                                     PURPOSE

                  This 1999 Stock Incentive Plan (the "Plan") is intended to
provide a means for the granting of awards (each such award, an "Award") of
stock options and stock appreciation rights to selected key employees of Factory
Bancorp, Inc. (the "Company") and such of its present or future affiliated
companies as shall be designated from time to time by the Company's Board of
Directors (the "Board") (each such employee, upon receipt of an Award, a
"Participant"). This Plan is designed to (a) provide incentives and rewards to
those employees who are in a position to contribute to the long-term growth and
profitability of the Company; (b) assist the Company and such affiliated
companies (the "affiliates") to attract, retain and motivate personnel with
experience and ability; (c) make the Company's compensation program more
competitive with those of other major employers; and (d) link Participants
directly to shareholder interests through increased stock ownership.


                                   ARTICLE II

                                 ADMINISTRATION

                  2.1 This Plan shall be administered by the Board or a
committee of the Board consisting of two or more disinterested directors of the
Company. A member of the Board shall be deemed to be "disinterested" for
purposes of service on a separate committee of the Board only if he or she
satisfies such requirements as the Securities and Exchange Commission may
establish for non-employee directors or other eligible directors, if any,
administering plans intended to qualify for exemptions under Rule 16b-3 (or its
successor) under the Securities Exchange Act of 1934 (the "Exchange Act")
dependent on approval by non-employee or disinterested directors. If any such
committee is designated by the Board, references herein to administrative
actions or authority of the Board shall be deemed to refer to actions or
authority of the committee, unless the context otherwise requires.

                  2.2 Subject to the express provisions of this Plan and to such
orders or resolutions not inconsistent with the provisions of this Plan and
applicable law as may be issued or adopted from time to time by the Board, the
Board shall have full power and authority, in its discretion, to grant Awards;
to determine to whom and the time when Awards will be granted; to designate
Awards as incentive stock options or nonqualified stock options or stock
appreciation rights; to determine the purchase price of the common stock covered
by each option and the term of each option; to determine the terms of stock
appreciation rights; to determine the terms and provisions of the option
agreements (which need not be identical) entered into in connection with Awards
under this Plan; to accelerate the exercisability of Awards subsequent to their
issuance; to interpret this Plan; to supervise the administration of this Plan;
to prescribe, amend and rescind rules and regulations relating to this Plan; and
to make all other determinations and take any other action deemed necessary or
desirable to the proper operation or administration of this Plan. The Board may
authorize such of the Company's officers or other persons to perform functions
related to the execution and administration of this Plan (other than the
granting of Awards, the interpretation of this Plan and the adoption of rules
governing its execution and administration) as the Board shall determine from
time to time.

                  2.3 All decisions made by the Board pursuant to the powers
vested in it by this Plan document and related orders or resolutions shall be
final and binding on all persons (including Participants, the Company and any
stockholder and/or employee of the Company or any affiliate). No member of the
Board shall be liable for any action or determination made in good faith with
respect to this Plan or any Award granted under it.

                  2.4 Neither the Board, the Company nor any officers or
employees of the Company or any of its affiliates shall have any duty to advise
Participants of any rules, interpretations or determinations by the Board, and
each

<PAGE> 2
Participant shall be bound by such rules, interpretations or determinations upon
communication thereof to such Participant, effective as of such date (prior to,
subsequent to or concurrent with such communication) that each such rule,
interpretation or determination shall have been intended to be effective by the
Board.

                  2.5 The Board shall be entitled to make such rules,
regulations and determinations as it deems appropriate under the Plan regarding
any leave of absence taken by a Participant who is the recipient of any Award.
Without limiting the generality of the foregoing, the Board shall be entitled to
determine (a) whether or not any such leave of absence shall constitute a
termination of employment within the meaning of the Plan, and (b) the impact, if
any, of any such leave of absence on Awards under the Plan theretofore made to
any Participant who takes such leave of absence.


                                   ARTICLE III

                                 SCOPE AND TERM

                  3.1 Awards under this Plan may be granted in the form of
incentive stock options (the "ISOs") as provided in Section 422(b) of the
Internal Revenue Code of 1986, as amended (the "Code") or in the form of
nonqualified stock options (the "NQSOs"). Any NQSO may, in the discretion of the
Board, be accompanied by stock appreciation rights (the "SARs"). As used in the
preceding sentence, the term "stock appreciation rights" means the right to
receive the payment provided for in Article VII, upon the surrender of an
unexercised related NQSO. Unless otherwise expressly provided at the time of
grant, Options granted under the Plan will not be ISOs. Unless otherwise
indicated, references in this Plan to "Options" shall include ISOs and NQSOs.

                  3.2 The total number of shares of common stock of the Company
(the "Stock") that may be subject to Awards under this Plan shall be 70,000
shares, subject to adjustment in accordance with Article IX hereof. Shares which
are subject to Options and related SARs shall be counted only once in
determining whether the maximum number has been exceeded. Issuance of Stock upon
exercise of an Option or SAR and/or reduction in the number of shares of Stock
subject to an Option upon exercise of an SAR shall reduce the total number of
shares of Stock available under this Plan. There shall not be counted against
this total any shares of Stock covered by an Option or SAR that has lapsed
unexercised or has been terminated, forfeited, cancelled or surrendered
unexercised (other than in connection with exercise of a related SAR) as
hereinafter provided. Under no circumstances shall any fractional shares of
stock be issued or sold under the Plan or any Award.

                  3.3 Shares of Stock as to which Options and SARs under this
Plan may be granted may be made available by the Company from authorized but
unissued shares of Stock or from shares reacquired by the Company (including,
without limitation, shares purchased in the open market or in private
transactions), subject to adjustment provided for in Article IX hereof.

                  3.4 This Plan shall become effective on ___________, 1999,
provided that the Company's shareholders shall approve the Plan at the Company's
1999 Annual Meeting of Shareholders or within twelve (12) months of the Board's
adoption of the Plan. Any Awards granted prior to such shareholder approval
shall be conditional upon and may not be exercised before timely obtainment of
such shareholder approval, and shall lapse upon the failure thereof. If the Plan
is so approved, it shall continue in effect until the Plan is terminated in
accordance with Article X hereof and until all Awards either have lapsed or been
exercised, satisfied or cancelled according to their terms under the Plan.


                                   ARTICLE IV

                               ELIGIBLE EMPLOYEES

                  4.1 The persons who shall be eligible to receive Awards under
this Plan shall be such key officers and other management employees (including
officers and directors who are employees) of the Company or its affiliates,
without limitation as to length of service, who are from time to time serving in
a managerial, administrative or professional position which is recommended to,
and authorized by, the Board for Awards under this Plan.

                                       2
<PAGE> 3
                                    ARTICLE V

                                 GRANTING AWARDS

                  5.1 Subject to the limitations of this Plan, the Board, at any
time and from time to time, and after such consultation with and consideration
of the recommendations of management as the Board deems desirable, shall select
from eligible employees those persons to be granted Awards and determine the
time when each Award shall be granted, the number of shares of Stock to be
subject to an Option and the terms and conditions, consistent with this Plan,
upon which Options and SARs shall be awarded. The Board shall make Awards to the
key employees so selected for the number of Options and SARs and upon the terms
and conditions so determined. No Options or SARs or underlying shares of Stock
shall be issued or distributed under this Plan unless and until all legal
requirements applicable to the issuance or transfer of such Options, SARs and/or
Stock have been complied with to the satisfaction of the Board and the Company.

                  5.2 No Awards shall be granted under this Plan after its
termination but Awards granted prior to such termination may extend beyond the
termination date, and the terms of this Plan shall continue to apply to such
Awards.


                                   ARTICLE VI

                         TERMS AND CONDITIONS OF OPTIONS

                  6.1 GENERAL. Each Option granted pursuant to this Plan shall
be subject to all of the terms and conditions hereinafter provided in this
Article VI, all other terms and conditions as may be provided in any other
Section of this Plan, and such other terms and conditions ("Discretionary
Conditions") as may be specified by the Board with respect to the Option and the
Stock covered thereby at the time of the making of the Award or as may be
specified thereafter by the Board in the exercise of its powers under this Plan.
Without limiting the foregoing, it is understood that the Board may, at any time
and from time to time after the granting of an Award under this Plan, specify
such additional terms and conditions with respect to such Award as may be deemed
necessary or appropriate to ensure compliance with any and all applicable laws,
including, but not limited to, terms and conditions for compliance with federal
and state securities laws, and methods of withholding or providing for the
payment of required taxes. The terms and conditions with respect to any Award,
or with respect to any Award to any Participant, need not be identical with the
terms and conditions with respect to any Award to the Participant or any other
Participant.

                  6.2 OPTION AGREEMENT. Receipt of an Option shall be subject to
execution of a written agreement (the "Option Agreement") between the Company
and the Participant, in a form approved by the Board, which shall set forth the
number of Options Awarded, the number of shares of Stock that may be purchased
pursuant to such Options, the applicable Option Price (as defined herein) and
such other terms and conditions provided in the Plan as may be deemed
appropriate by the Board, including, but not limited to, any Discretionary
Conditions. The Option Agreement shall be subject to, and shall be deemed
amended to include, such additional Discretionary Conditions as the Board may
thereafter specify in the exercise of its powers under this Plan. A fully
executed original counterpart of the Agreement shall be provided to the Company
and the Participant. The Option Agreement shall also apply to any SARs that are
awarded in tandem with a NQSO.

                  6.3 OPTION PRICE. The purchase price of the Stock covered by
each Option (the "Option Price") shall be determined by the Board, but in no
event shall the Option Price be less than 100% of the Fair Market Value of such
Stock on the date the Option is granted . As used in this Plan, "Fair Market
Value" as of any date shall mean the market price of the Stock, determined by
the Board as follows:

                           (a) If the shares of Stock were traded
                  over-the-counter on the date in question and the Stock was
                  classified by Nasdaq as a national market issue (or, in the
                  judgment of the Board, a comparable designation), then the
                  Fair Market Value shall be equal to the average of the high
                  and low sales prices of the shares of Stock reported in Nasdaq
                  trading for that date or, if no reported sale of shares of
                  Stock

                                       3
<PAGE> 4
                  shall have occurred on such date, then on the next preceding
                  day on which there was a reported sale.

                           (b) If the shares of Stock were traded
                  over-the-counter on the date in question but the Stock was not
                  classified by Nasdaq as a national market issue (or, in the
                  judgment of the Board, a comparable designation), then the
                  Fair Market Value shall be equal to the mean between the last
                  reported representative bid and asked prices quoted by the
                  Nasdaq system for such date.

                           (c) If the shares of Stock were traded on a stock
                  exchange on the date in question, then the Fair Market Value
                  shall be equal to the closing price reported by the applicable
                  composite transactions report for such date; and

                           (d) If none of the foregoing provisions is
                  applicable, then the Fair Market Value shall be determined by
                  the Board in good faith on such basis as it deems appropriate,
                  provided, however, that no determination with respect to the
                  Fair Market Value of Common Stock subject to an ISO shall be
                  inconsistent with the Section 422 of the Code or the
                  regulations thereunder.

Whenever possible, the determination of Fair Market Value by the Board shall be
based on the prices reported in the Eastern Edition of THE WALL STREET JOURNAL.
Such determination shall be conclusive and binding on all persons.

                  6.4 TERM AND EXERCISABILITY OF OPTION. Subject to earlier
termination as provided in this Plan, each Option Agreement entered into with a
Participant shall state the period or periods of time, as may be determined by
the Board, within which the Option may be exercised by the Participant, in whole
or in part, provided that the time period during which the Option is exercisable
shall not end later than ten years after the date of the grant of the Option.
The Board shall have the power to permit, in its discretion, acceleration of the
previously determined exercise terms of Awards granted to a Participant, subject
to the terms of this Plan, under such circumstances and upon such terms and
conditions as it deems appropriate. The expiration of outstanding Awards may
also be accelerated as provided in Article IX.

                  6.5 EXERCISE. Subject to the provisions of this Plan and
unless otherwise provided in the Option Agreement, an Option may be exercised,
from time to time (subject, in the case of ISOs, to such restrictions as may be
imposed from time to time by the Code unless waived by the Board), as to any and
all full shares of Stock subject to the Option by giving written notice to the
Company of the exercise of the Option in accordance with such procedures as may
be established from time to time by the Board. Except as provided in Section 6.6
or Article IX, no Option may be exercised at any time unless the Participant is
then an employee of the Company or an affiliate.

                  6.6      RIGHTS UPON TERMINATION OF EMPLOYMENT.

                           A. In the event that a Participant who has been
granted an ISO ceases to be an officer or employee of the Company, or its
affiliates, for any cause other than retirement, death, or disability, the
Participant shall have the right, unless otherwise determined by the Board, to
exercise the ISO during its term within a period of three months after such
termination to the extent that the ISO was exercisable at the date of such
termination of employment; upon retirement, the optionee shall have the right to
exercise an ISO during its term within a period of three months after such
retirement to the extent that the ISO was exercisable at the date of such
retirement. Should the Participant holding an ISO die or become disabled (as
determined by the Board), the Participant or, as provided in the relevant Option
Agreement, the Participant's successor in interest, shall have the right to
exercise the ISO during its term within a period of 12 months after such death
or within a period of 12 months after such disability to the extent that the ISO
was exercisable at the date of death or disability, but in no event after the
expiration of its term.

                           B. In the event that a Participant who has been
granted a NQSO ceases to be an employee of the Company, or its affiliates, for
any cause other than retirement, death, or disability, the Participant shall
have the right, unless otherwise determined by the Board, to exercise the NQSO
during its term within a period of three months after such termination to the
extent that the Option was exercisable at the date of such termination of

                                       4
<PAGE> 5
employment. In the event that a Participant retires, dies, or becomes disabled
(as determined by the Board) prior to termination of the NQSO without having
fully exercised such Option, the Participant or, as provided in the relevant
Option Agreement, such Participant's successor in interest, shall have the right
to exercise the NQSO during its term within a period of 12 months after the date
of such termination due to retirement, death or disability, to the extent that
the NQSO was exercisable at the date of termination due to retirement, death, or
disability, or during such other period and subject to such terms as may be
determined by the Board at the time of issuance of the Options. Notwithstanding
the foregoing, the Board, in its discretion, may permit a Participant to
exercise an NQSO, or any part thereof, during the 3 or 12 month period specified
above if the NQSO becomes exercisable after termination of such Participant's
employment, provided, however, that in no event may an Option be exercised after
the expiration of its term.

                           C. For purposes of this Section 6.6:

                           (i) continued employment of a Participant by a
                  successor corporation to the Company or by an affiliate of
                  such successor corporation shall be deemed continued
                  employment by the Company if such successor corporation or its
                  affiliate has assumed this Plan and any Awards then held by
                  the Participant; and

                           (ii) an Option shall be exercisable as of a
                  particular time if it is then exercisable in accordance with
                  the terms of the Option Agreement or this Plan, or as a result
                  of acceleration, whether at the discretion of the Board or
                  otherwise.

                  6.7 PAYMENT IN CASH OR STOCK. The entire exercise price of
Stock issued upon exercise of Options shall be payable in cash at the time when
such Stock is purchased or with Stock which has already been owned by the
Optionee for more than six months, or by a combination of cash and previously
owned Stock. The previously owned Stock shall be valued at its Fair Market Value
on the date when the new Stock is purchased under the Plan. Under no
circumstances may Stock acquired by the Participant through exercise of an ISO
under the Plan and still subject to ISO holding requirements as defined in the
Code, be tendered in payment of the exercise price without the consent of the
Board.

                  6.8 EXERCISE/SALE. Unless prohibited by the Board, payment of
the exercise price may be made by the delivery (on a form prescribed by the
Board) of an irrevocable direction to a securities broker approved by the
Company to sell Stock and to deliver all or part of the sales proceeds to the
Company in payment of all or part of the exercise price and any applicable
withholding taxes; provided that the Company shall not be required to deliver
certificates for the Stock purchased upon exercise of an Option until it has
received full payment, including payment of such sale proceeds.

                  6.9 RIGHT AS A SHAREHOLDER. No Participant shall have any
rights to dividends or other rights of a stockholder with respect to shares of
Stock subject to an Option or SAR until the Participant has given written notice
of exercise of the Option, has paid in full the Option Price for such shares of
Stock and has otherwise complied with this Plan, the Option Agreement and such
rules and regulations as may be established by the Board.

                  6.10     ADDITIONAL CONDITIONS OF ISOS.

                           A.       No ISO shall be granted hereunder  more than
ten (10) years  after the date the Plan is adopted by the Board or the date the
Plan is approved by the Company's shareholders, whichever is earlier.

                           B. Each ISO shall be subject to such other and
additional terms, conditions and provisions as the Board may deem necessary or
appropriate in order to qualify such ISO as an incentive stock option under
Section 422 of the Code, including but not limited to the following provisions:

                           (i) the aggregate Fair Market Value, at the time such
                  ISO is awarded, of the Stock subject thereto and of any Stock
                  or other capital stock with respect to which incentive stock
                  options qualifying under Sections 422 of the Code are
                  exercisable for the first time by the Participant during any
                  calendar year under the plan and any other plans of the
                  Company or its affiliates, shall not exceed $100,000.00; and

                                       5
<PAGE> 6
                           (ii) no ISO shall be awarded to any person if at the
                  time of such award, such person owns Stock possessing more
                  than ten percent (10%) of the total combined voting power of
                  all classes of capital stock of the Company or its affiliates,
                  unless at the time such ISO is awarded the option price under
                  such ISO at least one hundred and ten percent (110%) of the
                  Fair Market Value of the Stock subject to such Option and the
                  ISO by its terms is not exercisable after the expiration of
                  five (5) years from the date it is awarded.

                           C. From time to time, the Board may rescind, revise
and add to any of such terms, conditions and provisions as may be necessary or
appropriate to have any Awards be or remain qualified as incentive stock options
under the Code and in compliance with all applicable laws, rules and
regulations, and may delete, omit or waive any of such terms, conditions or
provisions that are no longer required by reason of changes in applicable laws,
rules or regulations. The Board may, in its sole discretion, cause the Company
to convert an ISO to an NQSO upon such terms and conditions and in such manner
as the Board deems appropriate and equitable.

                  6.11     INVESTMENT PURPOSE.

                           A. Each Award under this Plan shall be granted on the
condition that the purchases of shares of Stock hereunder (whether by exercise
of an Option or SAR) shall be for investment purposes, and not with a view to
resale or distribution, except that in the event the Stock subject to such
Option or SAR is registered under the Securities Act of 1933, as amended, or in
the event that a resale of such Stock without registration thereunder would
otherwise be permissible, such condition shall be inoperative if in the opinion
of counsel for the Company such condition is not required under the Securities
Act of 1933 or any other applicable law, regulation or rule of any governmental
agency.

                           B. The Board may require each person purchasing
shares of Stock pursuant to exercise of an Option or an SAR to represent to and
agree with the Company in writing that such shares are being acquired for
investment and without a view to distribution thereof. The certificates for
shares of Stock so purchased may include any legend which the Board deems
appropriate to reflect any restriction on transfer.

                           C. A Participant shall give prompt written notice to
the Company of any disposition of shares of Stock acquired upon exercise of an
ISO if such disposition occurs within either two years after grant or one year
after receipt of such shares by the Participant.

                                   ARTICLE VII

                          TERMS AND CONDITIONS OF SARS

                  7.1 GRANTS. The Board may grant SARs to employees in
connection with NQSOs granted under this Plan at the time of grant of the NQSOs.
Each SAR shall entitle the Participant to surrender to the Company an
unexercised related NQSO (or any portion thereof which the Participant from time
to time determines to surrender for this purpose) and to receive from the
Company in exchange therefore, subject to the provision of this Plan and such
rules and regulations as from time to time may be established by the Board, a
payment (the "SAR Payment") equal to the excess of the Fair Market Value on the
exercise date of one share of Stock over the Option Price per share times the
number of full or whole shares covered by the NQSO, or portion thereof, which is
surrendered. The date a notice of exercise is received by the Company shall be
the exercise date.

                  7.2 GENERAL. Each SAR shall be subject to the same terms and
conditions as the Option to which it relates (including terms set forth in the
related Option Agreement), shall be exercisable only to the extent the related
Option is exercisable and shall be subject to such other terms and conditions as
the Board may determine.

                                       6
<PAGE> 7
                  7.3      EXERCISE OF SARS; PAYMENTS.

                           A. SARs may be exercised from time to time upon
actual receipt by the Company of written notice of exercise stating the whole
number of shares of Stock subject to an exercisable Option with respect to which
the SAR is being exercised.

                           B. Upon exercise of an SAR, payment shall be made in
the form of shares of Stock with a Fair Market Value equal to the SAR Payment,
provided that, no fractional shares shall be issued and the number of shares of
Stock to be received by the Participant shall be rounded down to the nearest
whole number, unless the Board, in its discretion, determines otherwise, in
which case cash shall be paid in lieu of a fractional share otherwise required
to be delivered to the Participant; provided further, that the Board shall have
sole discretion to cause the Company to settle SARs by payment in cash or partly
in cash and partly in Stock. All such shares shall be valued at their Fair
Market Value as of the date of exercise of the SAR. So long as the Participant
who receives an SAR is subject to Section 16(b) of the Securities Exchange Act
of 1934 with respect to securities of the Company and except as otherwise
provided by Section 7.3.E, the Company may not elect to settle any part or all
of its obligation arising out of the exercise of an SAR by the payment of cash
pursuant to this subsection, unless the Board approves such form of settlement.

                           C. Subject to the provisions of Section 11.2, no
payment will be required from the Participant upon exercise of an SAR, except
that any amount necessary to satisfy applicable Federal, state or local tax
requirements shall be withheld or paid promptly by the Participant upon
notification of the amount due and prior to or concurrently with delivery of
cash or a certificate representing shares of Stock.

                           D. Upon exercise of an SAR, the number of shares of
Stock subject to exercise under the SAR or a related Option shall automatically
be reduced by the number of shares of Stock represented by the SAR or related
Option or portion thereof surrendered. Shares of Stock subject to SARs or
related Options or portions thereof surrendered upon the exercise of SARs shall
not be available for subsequent Awards under this Plan.

                           E. If neither the SAR nor the related Option, in
whole or in part, is exercised before the end of the day on which the SAR ceases
to be exercisable, such SAR or portion thereof (to the extent exercisable) shall
be deemed exercised on such day and a payment in the amount prescribed by
Section 7.3.B. of this Article VII, less any applicable taxes, shall be paid to
the Participant in cash.


                                  ARTICLE VIII

                     NONTRANSFERABILITY OF OPTIONS AND SAR'S

                  8.1 Options and SARs granted under this Plan shall not be
transferable by the Participant other than by will or by the laws of descent and
distribution. During the lifetime of a Participant, Options and SARs may be
exercised only by the Participant. Options and SARs exercisable after the death
of a Participant may be exercised by the legatees, personal representatives or
distributees of the Participant.


                                   ARTICLE IX

                                STOCK ADJUSTMENTS

                  9.1 In the event that the shares of Stock shall be changed
into or exchanged for a different number or kind of shares of Stock of the
Company or of another corporation (whether by reason of merger, consolidation,
recapitalization, reclassification, stock split, combination of shares or
otherwise), or if the number of such shares of Stock shall be increased through
the payment of a stock dividend, then there shall be substituted for or added to
each share of Stock subject to an Award under this Plan and to the maximum
number of shares of Stock that may be subject to Awards as set forth in Section
3.2, the number and kind of shares into which each outstanding share of Stock
shall be exchanged, or to which each such share shall be entitled, as the case
may be. A change in only the par value of the Shares shall not require any
adjustment. Where appropriate, outstanding Awards shall also be amended as to
Option Price and other terms as may be necessary to equitably reflect the
foregoing events. In the event there shall be any other

                                       7
<PAGE> 8
change in the number or kind of outstanding shares of the Stock, or any shares
into which such shares shall have been changed, or for which the Board shall, in
its sole discretion, determine that such change equitably requires an adjustment
in any Award theretofore granted or which may be granted under this Plan, such
adjustments shall be made in accordance with such determination.

                  9.2 Fractional shares resulting from any adjustment in Awards
pursuant to this Article IX shall be carried through until exercise of affected
Awards, but Awards may only be exercised for full or whole shares and, unless
the Board determines otherwise, a Participant shall not be entitled to any
settlement for fractional shares. In the event that an Award is exercised for
all full or whole shares of Stock subject to the Award, the number of shares of
Stock subject to the Award shall be deemed rounded down to the nearest whole
number and, upon exercise for such whole number of shares of Stock, the Award
shall terminate. Notice of any adjustments shall be given by the Company to each
holder of an Award which shall have been so adjusted and such adjustment
(whether or not such notice is given) shall be effective and binding for all
purposes of this Plan.

                  9.3 Notwithstanding anything to the contrary in this Plan, in
the event an agreement is entered into by the Company providing for any merger
or consolidation or similar transaction of the Company with or into any other
corporation whereby the Company is not to be the surviving entity, or the sale
of all or substantially all of the assets of the Company, or an offer to
purchase by a party, other than the Company, to all stockholders of the Company
for at least 35% of the outstanding Stock is made, all outstanding Awards shall
be immediately exercisable.

                  9.4 Any agreement to which the Company is a party which
provides for any merger, consolidation or similar transaction of the Company
with or into another corporation whereby the Company is not to be the surviving
corporation may provide, without limitation, for the assumption of outstanding
Awards by the surviving corporation or its parent, for accelerated vesting and
accelerated expiration, or for an equitable mandatory settlement of outstanding
Awards in cash based on the consideration paid to shareholders in such
transaction and all outstanding Awards shall be subject to such agreement. In
any case where the Awards are assumed by another corporation, appropriate
equitable adjustments as to the number and kind of shares or other securities
and the per share purchase price shall be made.


                                    ARTICLE X

                SUSPENSION, TERMINATION AND AMENDMENT OF THE PLAN

                  10.1 To the extent permitted by applicable law, the Board may
amend, suspend, or terminate the Plan at any time; provided, however, that: (a)
                                                   --------  -------
notwithstanding anything to the contrary herein, no amendment may be adopted to
increase the number of securities that may be issued under the Plan (except as
specified in Article IX hereof), materially increase the benefits accruing to
recipients or materially modify the requirements for eligibility to participate
in the Plan, without the approval of the shareholders of the Company. The
amendment or termination of this Plan shall not, without the consent of a
Participant, adversely affect or impair any rights of a Participant under any
Award previously granted hereunder; provided, however, that any amendment or
                                    --------  -------
termination contemplated by this Plan, including without limitation, by Section
9.4, shall be conclusively presumed not to adversely affect or impair rights of
a Participant under any Award.

                  10.2   Upon the  dissolution  or  liquidation  of the Company,
this Plan and the Awards  issued  thereunder  shall terminate.

                                       8
<PAGE> 9
                                   ARTICLE XI

                                  MISCELLANEOUS

                  11.1 NO RIGHTS TO CONTINUED EMPLOYMENT OR AWARD. This Plan
does not, directly or indirectly, create any right for the benefit of any
employee or class of employees to receive any Awards under this Plan, or create
in any employee or class of employees any right with respect to continuation of
employment by the Company or any affiliate, and it shall not be deemed to
interfere in any way with the Company's or an affiliate's right to terminate or
otherwise modify an employee's employment at any time.

                  11.2 WITHHOLDING TAXES. Whenever the Company proposes or is
required to issue or transfer shares of Stock to a Participant under the Plan,
the Company shall have the right to require the Participant to remit to the
Company an amount sufficient to satisfy all federal, state and local withholding
tax requirements prior to the delivery of any certificate or certificates for
such shares. If such certificates have been delivered prior to the time a
withholding obligation arises, the Company shall have the right to require the
Participant to remit to the Company an amount sufficient to satisfy all federal,
state or local withholding tax requirements at the time such obligation arises
and to withhold from other amounts payable to the Participant, as compensation
or otherwise, as necessary. Whenever payments under the Plan are to be made to a
Participant in cash, such payments shall be net of any amounts sufficient to
satisfy all federal, state and local withholding tax requirements. A Participant
may elect to satisfy all or part of such Participant's withholding or income tax
obligations, arising in connection with Awards under the Plan by having the
Company withhold all or a portion of any shares of Stock that otherwise would be
issued to the Participant or by surrendering all or a portion of any shares of
Stock previously acquired by the Participant. Such shares of Stock shall be
valued at their Fair Market Value on the date when taxes otherwise would be
withheld in cash. Any payment of withholding taxes by assigning shares of Stock
to the Company may be subject to such additional restrictions as the Board at
any time deems appropriate. If the holder of shares of Stock purchased in
connection with the exercise of an ISO disposes of such shares within two years
of the date such ISO was granted or within one year of such exercise, he shall
notify the Company of such disposition and remit an amount necessary to satisfy
applicable withholding requirements including those arising under federal income
tax laws. If such holder does not remit such amount, the Company may withhold
all or a portion of any salary then or in the future owed to such holder as
necessary to satisfy such requirements. The Board may, from time to time, make
or impose, in its discretion, such additional restrictions, rules or regulations
as it deems appropriate with respect to withholding of any taxes.

                  11.3 FAILURE TO COMPLY WITH TERMS AND CONDITIONS.
Notwithstanding any other provisions of this Plan, no payment or delivery with
respect to any Award shall be made, and all rights of the Participant who
receives such Award (or his designated beneficiary or legal representative) to
such payment or delivery under this Plan shall be forfeited, at the discretion
of the Board, if, prior to the time of such payment or delivery, the Participant
breaches a restriction or any of the terms, restrictions and/or conditions of
this Plan and/or the Agreement.

                  11.4 PARTIES IN INTEREST. The provisions of this Plan and the
terms and conditions of any Award shall, in accordance with their terms, be
binding upon, and inure to the benefit of, all successors of each Participant,
including, without limitation, such Participant's estate and the executors,
administrators or trustees thereof, heirs and legatees and any receiver. Subject
to the terms of this Plan, all obligations of the Company under the Plan with
respect to Awards shall be binding on successors and assigns of the Company.

                  11.5 INDEMNIFICATION. No member of the Board shall be
personally liable by reason of any contract or other instrument executed by him
or on his behalf in his capacity as a member of the Board, nor for any mistake
or judgment made in good faith, and the Company shall indemnify and hold
harmless each member of the Board and each other officer or employee of the
Company to whom any duty or power relating to the administration or
interpretation of this Plan may be allocated or delegated, against any cost or
expense (including counsel fees) or liability (including any sum paid in
settlement of a claim with the approval of the Board) arising out of any act or
omission to act in connection with this Plan, unless arising out of such
person's own fraud or bad faith.

                  11.6 DESIGNATION OF BENEFICIARY. Each Participant may
designate a beneficiary or beneficiaries (on a form supplied by the Board) to
exercise his Awards in the event of his death, and may change such designation
from time to time and at any time prior to the death of such Participant.

                                       9
<PAGE> 10
                  11.7 GOVERNING LAW. All questions pertaining to construction,
validity and effect of the provisions of this Plan and the rights of all persons
hereunder shall be governed by the laws of the State of Delaware, without regard
to the conflict of laws principles thereof.

                  11.8 MISCELLANEOUS. Any reference contained in this Plan to a
particular section or provision of law, rule or regulation, including, but not
limited to, the Code and the Exchange Act, shall include any subsequently
enacted or promulgated section or provision of law, rule or regulation, as the
case may be, of similar import. With respect to persons subject to Section 16 of
the Exchange Act, transactions under this Plan are intended to comply with all
applicable conditions of Rule 16b-3 or any successor rule that may be
promulgated by the Securities and Exchange Commission, and to the extent any
provision of this Plan or action by the Board fails to so comply, it shall be
deemed null and void, to the extent permitted by applicable law and deemed
advisable by the Board. Where used in this Plan, the plural shall include the
singular, and unless the context otherwise clearly requires, the singular shall
include the plural and, the term "affiliates" shall mean each and every
subsidiary and any parent of the Company as such terms are defined under Section
424 of the Code. The captions of the numbered sections contained in this Plan
are for convenience only, and shall not limit or affect the meaning,
interpretation or construction of any of the provisions of the Plan.

                  11.9 NO RESTRICTIONS ON ISSUANCES OF OTHER SHARES AND
SECURITIES. Neither the adoption of this Plan, nor its submission to the
shareholders, shall be taken to impose any limitations on the powers of the
Company, its affiliates or any other of its or their affiliates to issue, grant,
award or assume stock or options, warrants or rights to purchase or receive
stock, otherwise than under this Plan, or to adopt other stock plans or to
impose any requirement of shareholder approval upon the same.

                                       10



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>berkshireexb103sept26.txt
<TEXT>
<PAGE> 1
                                                                    EXHIBIT 10.3

                          FACTORY POINT BANCORP, INC.
                           2004 STOCK INCENTIVE PLAN,
                             AS AMENDED AND RESTATED

         The purposed of the Factory Point Bancorp, Inc. 2004 Stock Incentive
Plan (the "Plan") is to provide (i) designated officers (including officers who
are also directors) and other designated employees of Factory Bancorp, Inc., a
Delaware corporation (the "Company"), and its subsidiaries, and (ii)
non-employee members of the board of directors of the Company, and its
subsidiaries (the "Board"), with additional incentive to further the success of
the Company. The Company believes that the Plan will cause the designated
participants to contribute materially to the growth of the Company, thereby
benefiting the Company's shareholders and will align the economic interests of
the participants with those of the shareholders.

                                    ARTICLE I
                                 ADMINISTRATION

         1.1    THE COMMITTEE. The Plan shall be administered and interpreted by
                -------------
a committee (the "Committee"), which shall consist of (i) either the Board
itself or (ii) two or more directors appointed by the Board, all of whom (unless
the Board determines otherwise) shall be "non-employee directors" of the Board
as defined under Rule 16b-3 under the Securities Exchange Act of 1934 (the
"Exchange Act") and "outside directors" as defined under section 162(m) of the
Internal Revenue Code of 1986, as amended (the "Code") and related Treasury
regulations. The Board, in its discretion, may appoint separate committees to
administer the Plan with respect to a designated portion of participants (e.g.,
participants subject to Section 16 of the Exchange Act or Section 162(m) of the
Code). If the Board does not appoint a committee to administer all or any
portion of the Plan, then the Board shall be the Committee.

         1.2    DETERMINATIONS WITH RESPECT TO GRANTS. Except for the automatic
                -------------------------------------
grants provided in Article 6 to Non-Employee Directors (as defined in Section
4.1), the Committee shall have the sole authority to (i) determine the
individuals to whom Grants (as defined in Section 2.1) shall be made under the
Plan, (ii) determine the type, size and terms of the Grants to be made to each
such individual, (iii) determine the time when the Grants will be made and the
duration of any applicable exercise or restriction person, including the
criteria for vesting and the acceleration of vesting, (iv) accelerate the
vesting of any Grants and reduce or waive any restrictions on the exercise or
vesting of any Grants, and (v) deal with any other matters arising under the
Plan. The Committee may, if it so desires, base any of the foregoing
determinations upon the recommendations of management of the Company.

         1.3    ACTION BY THE COMMITTEE. A majority of the Committee shall
                -----------------------
constitute a quorum thereof, and the actions of majority of the Committee at a
meeting at which a quorum is present, or actions unanimously approved in writing
by all members of the Committee, shall be actions of the Committee.

         1.4    DELEGATION. The Committee may appoint one of its members to
                ----------
chairman and any person, whether or not a member of the Committee, to be its
secretary or agent. Furthermore, the Committee may delegate any ministerial
duties in connection with the Plan to one or more officers of the Company.

         1.5    INTERPRETATION OF PLAN. The Committee shall have full power and
                ----------------------
authority to administer and interpret the Plan, to make factual determinations
and to adopt or amend such rules, regulations, agreements and instruments for
implementing the plan and for the conduct of its business as it deems necessary
or advisable, to waive requirements relating to formalities or other matters
that do not modify the substance of rights of Grantees (as defined in Section
4.2) or constitute a material amendment of the Plan, to correct any defect or
supply any omission of the Plan or any Grant Instrument (as defined in Section
2.2) and to reconcile any inconsistencies in the Plan or any Grant Instrument.
The Committee's interpretations of the Plan and all determinations made or
actions taken by the Committee pursuant to the powers vested in it hereunder
shall be conclusive and binding on all persons having any interests in the Plan
or in any awards granted hereunder. All powers of the Committee shall be
exercised in its sole discretion, in the best interest of the Company and in
keeping with the objectives of the Plan and need not be uniform as to similarly
situated individuals.

<PAGE> 2
         1.6    NO LIABILITY. No member of the Committee shall be liable for any
                ------------
act or omission (whether or not negligent) taken or omitted in good faith, or
for the good faith exercise of any authority or discretion granted in the Plan
to the Committee, or for any act or omission of any other member of the
Committee.

         1.7    COSTS. All costs incurred in connection with the administration
                -----
and operation of the Plan shall be paid by the Company. Except for the express
obligations of the Company under the Plan and under Grants (as defined in
Section 2.1) in accordance with the provisions of the Plan, the Company shall
have no liability with respect to any Grant, or to any Grantee or any transferee
of shares of Company Stock from any Grantee, including, but not limited to, any
tax liability, capital losses, or other costs or losses incurred by any Grantee,
or any such transferee.

                                    ARTICLE 2
                                     GRANTS

         2.1    TYPE OF GRANTS. Incentives under the Plan shall consist of
                --------------
grants of incentive stock options, nonqualified stock options, stock
appreciation rights, restricted stock, deferred stock and performance awards
(hereinafter collectively referred to as "Grants").

         2.2    GRANT INSTRUMENTS. All Grants shall be subject to the terms and
                -----------------
conditions set forth herein and to those other terms and conditions consistent
with the Plan as the Committee deems appropriate. Each grant shall be evidence
by a written instrument (the "Grant Instrument") specifying the number of shares
of Company Stock to which it relates and containing such other terms and
conditions as the Committee shall approve that are not inconsistent with the
Plan. Grants under a particular section of the Plan need not be uniform as among
the grantees. The Committee shall have the authority to waive any condition of
an outstanding Grant or amend an outstanding Grant, provided that an amendment
of any existing Grant may not be made without the consent of the Grantee if such
amendment would have an adverse effect on the rights of the Grantee.

                                    ARTICLE 3
                           SHARES SUBJECT TO THE PLAN

         3.1    NUMBER OF SHARES. Subject to the adjustment specified below, the
                ----------------
aggregate number of shares of the common stock of the Company, par value $1.00
per share (the "Company Stock"), that may be issued or transferred under the
plan is 250,000 shares. Notwithstanding anything in the Plan to the contrary,
the maximum aggregate numbers of shares of Company Stock that shall be subject
to Grants made under the Plan to any on individual during any calendar year
shall be 35,000. The shares may be authorized but unissued shares of Company
Stock or reacquired shares of Company Stock, including shares purchased by the
Company on the open market for purposes of the Plan. If and to the extent Grants
under the Plan terminate, expire, or are cancelled, forfeited, exchanged or
surrendered without Company Stock being delivered pursuant thereto, of if any
shares of Restricted Stock are forfeited, the shares subject to such grants,
including forfeited shares, shall again be available for purposes of the Plan.

         3.2    ANTI-DILUTION ADJUSTMENTS. If there is any change in the number
                -------------------------
or kind of shares of Company Stock outstanding by reason of a stock dividend,
recapitalization, stock split, or combination or exchange of shares, or a
merger, reorganization or consolidation in which the Company is the surviving
corporation, or a reclassification or by reason of any other extraordinary or
unusual events affecting the outstanding Company Stock as a class without the
Company's receipt of consideration, or if the value of outstanding shares of
Company Stock is substantially reduced due to the Company's payment of an
extraordinary dividend or distribution, the kind of shares, the maximum number
of shares of Company Stock available for Grants, the maximum number of shares of
Company Stock that may be subject to Grants to any one individual under the Plan
in any calendar year, the number of shares to be subject to grants under Article
6, the number of shares covered by outstanding Grants, and the price per share
or the applicable fair market value of such Grants shall be equitably adjusted
by the Committee to reflect any increase or decrease in the number or kind of
issued shares of Company Stock to preclude the enlargement or dilution of rights
and benefits under such Grants; provided, however, that any fractional shares
                                --------  -------
resulting from such adjustment shall be eliminated by rounding any portion of a
share equal to .500 or greater up, and any portion of a share equal to less than
..500 down, in each case to the nearest whole number. For purposes of this
Section 3.2, "shares of Company Stock" and "shares" include referenced shares
with respect to SARs. The adjustments

                                       2
<PAGE> 3
determined by the Committee shall be final, binding and conclusive.
Notwithstanding the foregoing, no adjustment shall be authorized or made
pursuant to this Section to the extent that such authority or adjustment would
cause any incentive stock option to fail to comply with Section 422 of the Code.

                                    ARTICLE 4
                          ELIGIBILITY FOR PARTICIPATION

         4.1      ELIGIBLE PARTICIPANTS.
                  ---------------------

                  4.1.1 All employees of the Company and its present or future
subsidiaries ("Employees"), including Employees who are officers or members of
the Board, shall be eligible to participate in the Plan.

                  4.1.2 Members of the Board who are not employees of the
Company or any of its subsidiaries ("Non-Employee Directors") shall also be
eligible to participate in the Plan and, in addition to the automatic Grants
provided by Article 6, may receive Grants in the discretion of the Committee;
provided, however, that only Employees shall be eligible to receive Incentive
Stock Options (as defined in Section 5.1.1).

         4.2    SELECTION OF GRANTEES. Except as provided in Article 6, the
                ---------------------
Committee shall select the individuals to receive Grants and determine the
number of shares of Company Stock subject to a particular Grant in such manner
as the Committee determines. Any individuals who receive grants under this Plan
shall hereinafter be referred to as "Grantees."

                                    ARTICLE 5
                               GRANTING OF OPTIONS

         5.1      TYPE OF OPTION AND PRICE.
                  ------------------------

                  5.1.1 The Committee may grant options intended to qualify as
"incentive stock options" within the meaning of Section 422 of the Code
("Incentive Stock Options") or options which are not intended to so qualify
("Nonqualified Stock Options") or any combination of Incentive Stock Options and
Nonqualified Stock Options (hereinafter collectively the "Stock Options"), all
in accordance with the terms and conditions set forth herein.

                  5.1.2 The purchase price of Company Stock subject to a Stock
Option shall be determined by the Committee and shall not be less than 100% of
the Fair Market Value (determined in accordance with Section 5.2.3) of a share
of such Stock on the date such Stock Option is granted.

                  5.13 If the Company Stock is traded in a public market, then
the Fair Market Value per share shall be, if the principal trading market for
the Company Stock is a national securities exchange or the National Market
segment of The NASDAQ Stock Market, the last reported sale price thereof on the
relevant date or (if there were no trades on that date) the latest preceding
date upon which a sale was reported, or, if the Company Stock is not principally
traded on such exchange or market, the mean between the high and low sale prices
for trades for that date as reported on the OTC Bulletin Board; provided that,
if there are no reported sales during such date, then the Fair Market Value
shall be equal to the mean between the closing bid and ask prices quoted on the
OTC Bulletin Board for such date. If the Company Stock is not traded in a public
market or subject to reported transactions or quotations as set forth above, the
Fair Market Value per share shall be as determined by the Committee; provided,
however, that no determination of Fair Market Value with respect to an Incentive
Stock Option shall be inconsistent with Section 422 of the Code or the
regulations thereunder.

         5.2      OPTION TERM.  The Committee  shall  determine the term of each
                  -----------
Stock Option; provided, however, that the term of a Stock Option shall not
exceed ten years from the date of grant.

         5.3      EXERCISABILITY OF OPTIONS. Except as otherwise provided by
                  -------------------------
Article 6 for automatic Grants to Non-Employee Directors, Stock Options shall
become exercisable in accordance with the terms and conditions determined by the
Committee, in its sole discretion. The Committee, in its sole discretion, may
accelerate, in whole or in part, the exercisability of any or all outstanding
Stock Options at any time for any reason. In addition, all

                                       3
<PAGE> 4
outstanding Stock Options automatically shall become fully and immediately
exercisable upon a Change of Control (as defined in Section 10.1).

         5.4      VESTING OF OPTIONS AND RESTRICTIONS ON SHARES.
                  ---------------------------------------------

                  5.4.1 The vesting period for Stock Options shall commence on
the date of grant and shall end on the date or dates, determined by the
Committee, that shall be specified in the Grant Instrument.

                  5.4.2 Notwithstanding any other provision of the Plan, except
as otherwise provided by the Committee in the Grant Instrument, all outstanding
Stock Options shall become immediately exercisable upon the earliest to occur of
the following, if at such time the Grantee is an Employee or a Non-Employee
Director: (i) the Grantee's Retirement (as defined in Section 5.6.4), (ii) the
Grantee's death or Disability (as defined in Section 5.6.4), or (iii) the
occurrence of a Change of Control (as defined in Section 10.1).

         5.5      MANNER OF EXERCISE.
                  ------------------

                  5.5.1 A Grantee may exercise a Stock Option which has become
exercisable, in whole or in part, by delivering a duly completed notice of
exercise, in such form as is acceptable to the Committee, to the Secretary or
other officer of the Company designated by the Committee, with accompanying
payment of the option price in accordance with Section 5.7 below.

                  5.5.2 Unless otherwise provided by the Committee, such notice
may instruct the Company to deliver shares of Company Stock due upon the
exercise of the Stock Option to any registered broker or dealer previously
approved or designated by the Committee ("Designated Broker") in lieu of
delivery to the Grantee. The Committee may suspend the ability of a Grantee to
exercise a Stock Option through a Designated Broker at any time that the
Committee, in its sole discretion, determines appropriate.

         5.6      TERMINATION OF EMPLOYMENT OR SERVICE.
                  ------------------------------------

                  5.6.1  General. Except as provided below, a Stock Option may
                         -------
only be exercised while the Grantee is employed by the Company or a subsidiary
of the Company or is serving as a Non-Employee Director.

                  5.6.2  Nonqualified Stock Options. In the event of a Grantee's
                         --------------------------
termination of employment or service for any reason other than death, Disability
or Retirement (as such terms are defined in Section 5.6.4) or following a Change
of Control, the Nonqualified Stock Options shall be exercisable only as to those
shares that were immediately purchasable on the date of termination and only for
a period of three (3) months following termination or for such other period as
the Committee shall establish in its sole discretion. If the Grantee's
termination of employment or service is due to death, Disability or Retirement
or following a Change of Control, all Nonqualified Stock Options held by the
Grantee shall vest and become immediately exercisable upon such event and shall
be thereafter exercisable by the Grantee or the Grantee's legal representative
or beneficiaries, as applicable, for a period of three (3) years following the
date of such event, provided, that in no circumstance shall the period extend
beyond the expiration of the Nonqualified Stock Option term set forth in the
Grant Instrument.

                  5.6.3  Incentive Stock Options. In the event of a Grantee's
                         -----------------------
termination of employment for any reason other than death, Disability,
Retirement, or following a Change of Control, the Grantee's Incentive Stock
Options shall be exercisable only as to those shares that were immediately
purchasable by such Grantee at the date of termination and only for a period of
three (3) months following termination. In the event of a termination of a
Grantee's employment due to death, Disability, Retirement or following a Change
of Control, all Incentive Stock Options held by such Grantee shall vest and
become immediately exercisable and shall thereafter be exercisable by the
Grantee or the Grantee's legal representative or beneficiaries, as applicable,
for a period of three (3) years following the date of such cessation of
employment, provided, however, that any such Option shall not be eligible for
treatment as an Incentive Stock Option in the event such Option is exercised
more than three (3) months following the date of Grantee's Retirement or
termination of employment following a Change of Control; and provided further,
that no Option shall be eligible for treatment as an Incentive Stock Option in
the event such Option is exercised more than one (1) year following termination
of employment due to Disability; and provided further, in order to obtain
Incentive Stock Option treatment for Options exercised by heirs or devisees of a
deceased Grantee,

                                       4
<PAGE> 5
the Grantee's death must have occurred while employed or within three (3) months
of termination of employment. Notwithstanding anything herein to the contrary,
in no event shall the period within which an Incentive Stock Option may be
exercised extend beyond the expiration of' the Option term set forth in the
Grant Instrument.

                  5.6.4  Definitions. For purposes of the Plan: (i) the term
                         -----------
"Company" shall include the Company's subsidiaries; (ii) the term "Disability"
or "Disabled" shall mean any physical or mental impairment which qualifies an
individual for disability benefits under the applicable long term disability
plan maintained by the Company, or, if no such plan applies, which would qualify
such individual for disability benefits under the long-term disability plan
maintained by the Company, if such individual were covered by that plan, or, if
no such plan exists, as determined in good faith by the Committee; and (iii)
"Retirement" or "Retired" shall mean a termination of employment which
constitutes a "retirement," whether normal or otherwise, under any applicable
qualified pension benefit plan maintained by the Company, or, if no such plan is
applicable, which would constitute "retirement" under the Company's pension
benefit plan, if such individual were a participant in that plan or, in the case
of a Non-Employee Director, the Grantee ceases to be such after attaining the
age of 65 or such other age as shall be established as a retirement age by the
Committee.

         5.7     PAYMENT OF OPTION PRICE. The Grantee shall pay the option price
                 -----------------------
specified in the Grant Instrument in cash, including through the broker assisted
cashless exercise procedure described in Section 5.5.2, or the Grantee also may
pay the option price specified in the Grant Instrument by delivering shares of
Company Stock owned by the Grantee (including Company Stock acquired in
connection with the exercise of a Stock Option, subject to such restrictions as
the Committee deems appropriate) and having a Fair Market Value on the date of
exercise equal to the option price or through a combination of cash and shares
of Company Common Stock owned by the Grantee. Unless permitted by the Committee,
no tendered shares of Company Stock which were acquired by the Grantee pursuant
to, or upon the previous exercise of, a Grant under the Plan, or an award under
any other award plan of the Company or its subsidiaries, shall be accepted in
payment unless the Grantee has held such shares (without restriction imposed by
the applicable plan or award) for at least six months prior to delivery in
payment. Subject to Article 14, the Grantee shall pay the option price and the
amount of withholding tax due, if any, at the time of exercise. Shares of
Company Stock shall not be issued or transferred upon exercise of a Stock Option
until the option price is fully paid and any required withholding obligations
are satisfied.

         5.8      LIMITS ON INCENTIVE STOCK OPTIONS.
                  ---------------------------------

                  5.8.1 Each Incentive Stock Option shall provide that, to the
extent that the aggregate Fair Market Value of the Company Stock on the date of
the grant with respect to which Incentive Stock Options are exercisable for the
first time by a Grantee during any calendar year under the Plan or any other
stock option plan of the Company exceeds $100,000, then such option as to the
excess shall be treated as a Nonqualified Stock Option.

                  5.8.2 An Incentive Stock Option shall not be granted to any
participant who is not an Employee of the Company or any "subsidiary" within the
meaning of Section 424 (f) of the Code.

                  5.8.3 An Incentive Stock Option shall not be granted to any
Employee who, at the time of grant, owns stock possessing more than 10 percent
of the total combined voting power of all classes of stock of the Company or any
"parent" or "subsidiary" of the Company within the meaning of Section 424 (e)
and (f) of the Code, unless the option price per share is not less than 110% of
the Fair Market Value of Company Stock on the date of grant and the option
exercise period is not more than five years from the date of grant.

                  5.8.4 No Incentive Stock Option granted under this Plan is
transferable except by will or the laws of descent and distribution and is
exercisable during the Grantee's lifetime only by the Grantee.

         5.9      NOTICE OF DISPOSITION; WITHHOLDING; ESCROW. A Grantee of an
                  ------------------------------------------
Incentive Stock Option shall immediately notify the Company in writing of any
sale, transfer, assignment or other disposition (or action constituting a
disqualifying disposition within the meaning of Section 421 of the Code) of any
shares of Company Stock acquired through exercise of an Incentive Stock Option,
within two (2) years after the grant of such Incentive Stock Option or within
one (1) year after the acquisition of such shares, setting forth the date and
manner of disposition, the number of shares disposed of and the price at which
such shares were disposed of. The Company shall been entitled to withhold from
any compensation or other payments then or thereafter due to the Grantee such

<PAGE> 6
amounts as may be necessary to satisfy any withholding requirements of Federal
(including payroll taxes) or state law or regulation and, further, to collect
from the Grantee any additional amounts which may be required for such purpose.
The Committee may, in its sole discretion, require shares of Company Stock
acquired by an Optionee upon exercise of an Incentive Stock Option to be held in
an escrow arrangement for the purpose of enabling compliance with the provisions
of this Section 5.9.

         5.10     NO ISO WARRANTY. The Company makes no warranty that Stock
                  ---------------
Options granted under this Plan that are intended to qualify as Incentive Stock
Options will, in fact, so qualify or that any qualification will not be lost in
the future, including by acts or omissions of the Company or the Committee or by
other cause. If a Stock Option granted hereunder for any reason fails for
whatever reason to comply with the provisions of Section 422 of the Code, and
such failure is not or cannot be cured, such Option shall be a Nonqualified
Stock Option.

                                    ARTICLE 6
                     OPTION GRANTS TO NON-EMPLOYEE DIRECTORS

         6.1      ELIGIBILITY.  A Non-Employee  Director shall receive automatic
                  -----------
grants of Nonqualified Stock Options in accordance this Article 6.

         6.2      INITIAL GRANT. Each Non-Employee Director who is a member of
                  -------------
the Board on the effective date of this Plan, as defined in Section 18 hereof,
shall receive on such date an automatic grant of a Nonqualified Stock Option to
purchase 900 shares of Company Stock. Each Non-Employee Director who first
becomes a member of the Board after the effective date of this Plan, shall
receive an automatic grant of a Nonqualified Stock Option to purchase 900 shares
immediately upon the date he or she becomes a member of the Board.

         6.3      ANNUAL GRANTS. During the term of this Plan, beginning from
                  -------------
the date of the initial grant specified in Section 6.2 above (the "Initial Grant
Date"), and, thereafter, on July 1 of each year (the "Annual Automatic Grant
Date"), each Non-Employee Director will receive a grant of a Nonqualified Stock
Option to purchase 900 shares of Company Stock provided that the Non-Employee
Director remains as such on the Annual Automatic Grant Date; provided, however,
that a director may not receive more than one Grant pursuant to this Article 6
in any calendar year.

         6.4      OPTION PRICE. The purchase price per share of Company Stock
                  ------------
subject to a Stock Option granted under this Article 6 shall be equal to the
Fair Market value of a share of Company Stock on the date of grant.

         6.5      OPTION TERM. The term of each Stock Option granted pursuant to
                  -----------
this Article 6 shall be ten years.

         6.6      EXERCISABILITY.  Options granted under this Article 6 shall be
                  --------------
immediately exercisable.

         6.7      ADMINISTRATION. The provisions of this Article 6 are intended
                  --------------
to operate automatically and not require administration. However, to the extent
that administrative determinations are required, the determinations shall be
made by the Board, but in no event shall such determinations affect the
eligibility of Grantees, the determination of the exercise price, the timing of
the grant or the number of shares subject to Stock Options granted hereunder.

         6.8      APPLICABILITY OF PLAN PROVISIONS. Except as otherwise provided
                  --------------------------------
in, and not inconsistent with, this Article 6, the Nonqualified Stock Options
granted to Non-Employee Directors pursuant to this Article 6 shall be subject to
the provisions of this Plan applicable to Nonqualified Stock Options granted to
other persons.

                                       6
<PAGE> 7
                                    ARTICLE 7
                            STOCK APPRECIATION RIGHTS

         7.1    GENERAL REQUIREMENTS. The Committee may grant stock appreciation
                --------------------
rights ("SARs") to any Grantee (i) independently or (ii) in tandem with, any
Stock Option, for all or a portion of the applicable Stock Option. Tandem SARs
may be granted, either at the time the Stock Option is granted or at any time
thereafter while the Stock Option remains outstanding; provided, however, that
in the case of an Incentive Stock Option, such tandem rights may be granted only
at the time of the Grant of such Stock Option. Unless the Committee determines
otherwise, the base price of each SAR shall be equal to the greater of (i) the
exercise price of the related Stock Option, if any, or (ii) the Fair Market
Value of a share of Company Stock as of the date of grant of such SAR.

         7.2      EXERCISE.
                  --------

                  7.2.1 No SAR shall be exercisable more than 10 years after the
date of its grant.

                  7.2.2 A SAR not granted in tandem with a Stock Option will
become exercisable at such time or times, and on such terms and conditions, as
the Committee shall specify. Unless the Committee provides otherwise in the
Grant Instrument, the provisions of Article 5 applicable to Nonqualified Stock
Options, including, without limitation, those related to exercise upon
termination of employment or service, shall be applicable to non-tandem SARs;
provided, however, that all such SARs shall become immediately exercisable upon
the occurrence of a Change of Control of the Company.

                  7.2.3 A SAR granted in tandem with a Stock Option will be
exercisable only at such time or times, and to the extent, that the related
Stock Option is exercisable and will be exercisable only in accordance with the
exercise procedure for the related Stock Option. Upon the exercise of a Stock
Option, the SARs relating to the Company Stock covered by the related Stock
Option shall terminate. Upon the exercise of SARs, the related Stock Option
shall terminate to the extent of an equal number of shares of Company Stock.

         7.3      VALUE OF SARS. Upon a Grantee's exercise of some or all of the
                  -------------
Grantee's SARs, the Grantee shall receive in settlement of such SARs an amount
equal to the value of the stock appreciation for the number of SARs exercised,
payable in cash, Company Stock or a combination thereof. The stock appreciation
for an SAR is the difference between the base price of the SAR as described in
Section 7.1 and the Fair Market Value of the underlying Company Stock on the
date of exercise of such SAR.

         7.4     FORM OF PAYMENT. Upon exercise of an SAR, payment shall be made
                 ---------------
in the form of shares of Company Stock, valued at their Fair Market Value on the
date of exercise, in cash, or in a combination thereof, as the Committee, in its
sole discretion, shall determine. Payment by the Company of SARs shall be
subject to withholding of applicable taxes in accordance with Article 14.

                                    ARTICLE 8
           RESTRICTED AND DEFERRED STOCK GRANTS AND PERFORMANCE AWARDS

         8.1     RESTRICTED STOCK. The Committee may issue or transfer shares of
                 ----------------
Company Stock to an eligible participant under a Grant (a "Restricted Stock
Grant"), upon such terms as the Committee deems appropriate. The following
provisions are applicable to Restricted Stock Grants:

                  8.1.1 Shares of Company Stock issued pursuant to Restricted
Stock Grants may be issued for cash consideration or for no cash consideration,
at the sole discretion of the Committee. The Committee shall establish
conditions under which restrictions, if any, on the transfer of shares of
Company Stock shall lapse over a period of time or according to such other
criteria as the Committee deems appropriate. The period of time during which the
Restricted Stock Grant will remain subject to restrictions will be designated in
the Grant Instrument as the "Restriction Period."

                  8.1.2 If the Grantee ceases to be employed by the Company or,
in the case of a Non-Employee Director, to serve or be engaged as such, during a
period designated in the Grant Instrument as the Restriction Period, or if other
specified conditions are not met, the Restricted Stock Grant shall terminate as
to all shares

                                       7
<PAGE> 8
covered by the Grant as to which restrictions on transfer have not lapsed and
those shares of Company Stock must be immediately returned to the Company. The
Committee may, however, in its sole discretion, provide for complete or partial
exceptions to this requirement as it deems appropriate, including, without
limitation, upon death, Disability or Retirement (as defined in Section 5.6.4).

                  8.1.3 During the Restriction Period, a Grantee may not sell,
assign, transfer, pledge or otherwise dispose of the shares of Company Stock to
which such Restriction Period applies except to a Successor Grantee under
Article 10. Each certificate for a share issued or transferred under a
Restricted Stock Grant shall contain a legend giving appropriate notice of the
restrictions in the Grant. The Grantee shall be entitled to have the Restricted
Stock legend pursuant to this Section 8.1 removed from the stock certificate or
certificates covering any of the shares subject to restrictions when all
restrictions on such shares have lapsed.

                  8.1.4 During the Restriction Period, unless the Committee
determines otherwise, the Grantee shall have the right to vote shares subject to
the Restricted Stock Grant and to receive any dividends or other distributions
paid on such shares, subject to any restrictions deemed appropriate by the
Committee.

                  8.1.5 Except as provided by Article 15, all restrictions
imposed under the Restricted Stock Grant shall lapse upon the expiration of the
applicable Restriction Period and the satisfaction of any conditions imposed by
the Committee. The Committee may determine, as to any or all Restricted Stock
Grants, that all the restrictions shall lapse without regard to any Restriction
Period. All restrictions under all outstanding Restricted Stock Grants shall
automatically and immediately lapse upon a Change of Control.

         8.2      DEFERRED STOCK.
                  --------------

                  8.2.1 The Committee may grant a participant the right to
receive shares of Company Stock to be delivered in the future (a "Deferred Stock
Grant"). Delivery of the Company Stock pursuant to a Deferred Stock Grant will
take place at such time or times, and on such terms and conditions, as the
Committee may determine. The Committee may provide at the time of the Deferred
Stock Grant that the stock to be delivered will be restricted stock pursuant to
Section 8.1. The Committee may at any time accelerate the time at which delivery
of all or any part of the Company Stock will take place; provided, however, that
unless otherwise provided by the Committee at the time of grant, the time of
delivery of the deferred stock will automatically accelerate to the date of a
Change of Control.

                  8.2.2 During any deferral period, the Grantee shall not have
any rights as a shareholder with respect to the deferred shares.

         8.3      PERFORMANCE AWARDS. The Committee may grant a participant the
                  ------------------
right to receive, without payment, a grant of Restricted or Deferred Stock, as
determined by the Committee, following the attainment of such performance goals,
during such measurement period or periods, and on such over terms and
conditions, as the Committee may determine (a "Performance Award"). Performance
goals may be related to personal performance, corporation performance, group or
departmental performance or any such other category of performance as the
Committee may determine. The Committee shall have the authority to determine the
performance goals, the period or periods during which performance is to be
measured and all other terms and conditions applicable to the Performance Award.
Unless otherwise determined by the Committee at the time of grant, all
performance goals shall be deemed satisfied and the Performance Award shall vest
upon the occurrence of a Change of Control.

         8.4      TAX WITHHOLDINGS. Delivery of stock pursuant to this Article 8
                  ----------------
shall be subject to withholding of applicable taxes in accordance with Article
14.

                                    ARTICLE 9
                            TRANSFERABILITY OF GRANTS

         9.1      LIMITATION. During a Grantee's lifetime, only the Grantee may
                  ----------
exercise rights under a Grant and Grants may not be transferred, assigned,
pledged or hypothecated in any manner, by operation of law or otherwise, except
by will or by the laws of descent and distribution or, with respect to Grants
other than Incentive Stock Options, if permitted in any specific case by the
Committee, in its sole discretion.

                                       8
<PAGE> 9
         9.2      SUCCESSOR GRANTEE. When a Grantee dies, the representative or
                  -----------------
other person entitled to succeed to the rights of the Grantee may exercise such
rights. A successor Grantee must furnish proof satisfactory to the Company of
his or her right to receive the Grant under the Grantee's will or under the
applicable laws of descent and distribution.

                                   ARTICLE 10
                        CHANGE OF CONTROL OF THE COMPANY

         10.1     DEFINITIONS.  As used herein, a "Change of Control" shall be
                  -----------
deemed to have occurred if:

                  (i) a liquidation or dissolution of the Company (excluding
transfers to subsidiaries) or the sale of all or substantially all of the
Company's assets occurs;

                  (ii) as a result of a tender offer, stock purchase, other
stock acquisition, merger, consolidation, recapitalization, reverse split or
sale or transfer of assets, any person or group (as such terms are used in and
under Section 13(d)(3) or 14(d)(2) of the Exchange Act) becomes the beneficial
owner (as defined in Rule 13-d under the Exchange Act), directly or indirectly,
of securities of the Company representing 25% or more of the common stock of the
Company or the combined voting power of the Company's then outstanding
securities; provided, however, that for purposes of this Section 10.1, a person
or group shall not include the Company or any subsidiary or any employee benefit
plan (or related trust) sponsored or maintained by the Company or any
subsidiary;

                  (iii) if at least a majority of the Board at any time does not
consist of individuals who were elected, or nominated for election, by directors
in office at the time of such election or nomination; or

                  (iv) the Company merges or consolidates with any other
corporation (other than a wholly owned subsidiary) and is not the surviving
corporation (or survives only as a subsidiary of another corporation); or

                  (v) the occurrence of such other event as the Committee, in
its sole discretion, shall designate at any time as a Change of Control.

         10.2      BUSINESS COMBINATION TRANSACTION. Any agreement to which the
                   --------------------------------
Company or any of its subsidiaries is a party which provides for any merger,
consolidation, share exchange, or similar transaction of the Company with or
into another corporation or other association whereby the Company is not to be
the surviving or parent corporation may provide, without limitation, for the
assumption of any outstanding Grants by the surviving corporation or association
or its parent or for an equitable mandatory settlement of any outstanding Grants
in cash based on the consideration paid to shareholders in such transaction and
all outstanding Grants shall be subject to such agreement. In any case where
Grants are assumed by another corporation, appropriate equitable adjustments as
to the number and kind of shares or other securities and the purchase or
exercise price(s) shall be made.

                                   ARTICLE 11
                      AMENDMENT AND TERMINATION OF THE PLAN

         11.1     AMENDMENT. The Board may amend, suspend or terminate the Plan
                  ---------
(including, without limitation, Article 6 hereof) at any time, in its
discretion, subject to any required shareholder approval or any shareholder
approval which the Board deems advisable for any reason, such as for the purpose
of obtaining or retaining any statutory or regulatory benefits under tax,
securities or other laws or satisfying any stock listing requirement.

         11.2     TERMINATION OF PLAN. The Plan shall terminate on the day
                  -------------------
immediately preceding the tenth anniversary of its effective date unless
terminated earlier by the Board or unless extended by the Board with the
approval of the shareholders.

         11.3     TERMINATION AND AMENDMENT OF OUTSTANDING GRANTS. A
                  -----------------------------------------------
termination, suspension or amendment of the Plan that occurs after a Grant is
made shall not materially impair the rights of a Grantee unless the Grantee
consents or unless the Committee acts under Section 17.2 hereof. The termination
of the Plan shall not

                                       9
<PAGE> 10
impair the power and authority of the Committee with respect to an outstanding
Grant. Whether or not the Plan has terminated, an outstanding Grant may be
terminated or amended under Section 17.2 hereof or may be amended by agreement
of the Company and the Grantee consistent with the Plan.

         11.4     PLAN PROVISIONS BINDING. The Plan shall be the controlling
                  -----------------------
document. No other statements, representations, explanatory materials or
examples, oral or written, may amend the Plan in any manner. The Plan shall be
binding upon and enforceable against the Company and it successors and assigns.
In the event of any conflict between the Plan and any Grant Instrument, the Plan
shall control.

                                   ARTICLE 12
                               FUNDING OF THE PLAN

         12.1     UNFUNDED PLAN. This Plan shall be unfunded. The Company shall
                  -------------
not be required to establish any special or separate fund or to make any other
segregation of assets to assure the payment of any Grants under the Plan. In no
event shall interest be paid or accrued on any Grant, including unpaid
installments of Grants.

                                   ARTICLE 13
                              RIGHT OF PARTICIPANTS

         13.1     NO RIGHT TO GRANT.  Nothing  in this Plan  shall  entitle  any
                  -----------------
Grantee  or other  person to any claim or right to be a Grant under the Plan.

         13.2     NO RIGHT TO  EMPLOYMENT OR RETENTION.  Neither the Plan nor
                  ------------------------------------
any action taken hereunder shall be construed as giving any individual any
rights to be retained by or in the employ of the Company or any other employment
or retention rights.

         13.3     NO RESTRICTION ON COMPANY. Nothing contained in the Plan shall
                  -------------------------
be construed to (i) limit the right of the Company to make Grants under this
Plan in connection with the acquisition, by purchase, lease, merger,
consolidation or otherwise, of the business or assets of any corporation, firm
or association, including Grants to employees thereof who become Employees of
the Company, or for other proper corporate purpose, or (ii) limit the right of
the Company to grant stock options or make other awards outside of the Plan.

                                   ARTICLE 14
                              WITHHOLDING OF TAXES

         14.1     RIGHT TO WITHHOLD. The Company shall have the right to deduct
                  -----------------
from all Grants paid in cash, or from other wages paid to an employee of the
Company, any federal, state or local taxes required by law to be withheld with
respect to such cash awards and, in the case of Grants paid in Company Stock,
the Grantee or other person receiving such shares shall be required to pay to
the Company the amount of any such taxes which the Company is required to
withhold with respect to such Grants or the Company shall have the right to
deduct from other wages paid to the employee by the Company the amount of any
withholding due with respect to such Grants.

         The Company also may withhold or collect amounts with respect to a
disqualifying disposition of shares of Company Stock acquired pursuant to
exercise of an Incentive Stock Option.

         14.2     TENDER OF COMPANY STOCK. A Grantee may elect to satisfy all or
                  -----------------------
part of any withholding or income tax obligations arising in connection with
such Grants by having the Company withhold all or a portion of any shares of
Company Stock that otherwise would be issued to the Grantee or by surrendering
all or a portion of any shares of Company Stock previously acquired by the
Grantee. Such shares of Company Stock shall be valued at their Fair Market Value
on the date when taxes otherwise would be withheld in cash. Any payment of
withholding taxes by assigning shares of Company Stock to the Company may be
subject to such additional restrictions as the Committee at any time deems
appropriate. If the holder of shares of Company Stock purchased in connection
with the exercise of an ISO disposes of such shares within two years of the date
such ISO was granted or within one year of such exercise, he shall notify the
Company of such disposition and remit an amount necessary to satisfy applicable
withholding requirements including those arising under federal income tax laws.
If such holder does not remit such amount, the Company may withhold all or a
portion of any salary then or in the future owed to such

                                       10
<PAGE> 11
holder as necessary to satisfy such requirement. The Committee may, from time to
time, make or impose, in its discretion, such additional restrictions, rules or
regulations as it deems appropriate with respect to withholding of any taxes.

                                   ARTICLE 15
                       REQUIREMENTS FOR ISSUANCE OF SHARES

         15.1    COMPLIANCE WITH LAW. The obligations of the Company to offer,
                 -------------------
sell, issue, deliver or transfer Common Stock under the Plan shall be subject to
all applicable laws, regulations, rules and approvals, including, but not by way
of limitation, the effectiveness of any registration statement under applicable
securities laws if deemed necessary or appropriate by the Company. The Company's
obligation to offer, sell, issue, deliver or transfer its shares under the Plan
is further subject to the approval of any governmental authority required in
connection therewith and is further subject to the Company receiving, should it
determine to do so, the advice of its counsel that all applicable laws and
regulations have been complied with. Certificates for shares of Common Stock
issued hereunder may be legended as the Committee shall deem appropriate.

         15.2    RESTRICTIONS ON GRANTS. The Committee shall have the right to
                 ----------------------
condition any Grant made to any Grantee hereunder on such Grantee's undertaking
in writing to comply with such restrictions on his or her subsequent disposition
of such shares of Company Stock as the Committee shall deem necessary or
advisable as a result of any applicable law, regulation or official
interpretation thereof and certificates representing such shares may be legended
to reflect any such restrictions.

         15.3    SHARE CERTIFICATES. Certificates representing shares of Company
                 ------------------
Stock issued under the Plan will be subject to such stop-transfer orders and
other restrictions as may be applicable under such laws, regulations and other
obligations of the Company, including any requirement that a legend or legends
be placed thereon.

         15.4    NO FRACTIONAL SHARES. No fractional shares of Company Stock
                 --------------------
shall be issued or delivered pursuant to the Plan or any Grant. The Committee
shall determine whether cash, other awards or other property shall be issued or
paid in lieu of such fractional shares or whether such fractional shares or any
rights thereto shall be forfeited or otherwise eliminated.

                                   ARTICLE 16
                                   FORFEITURE

         16.1    MISCONDUCT. Notwithstanding anything to the contrary in the
                 ----------
Plan, if the Committee finds, after consideration of the facts presented on
behalf of the Company and the involved Grantee, that the Grantee has been
engaged in fraud, embezzlement, theft, commission of a felony, or dishonesty in
the course of the Grantee's employment by or service with the Company or by any
subsidiary, or that the Grantee has disclosed trade secrets of the Company or
its affiliates, and that such actions have damaged the Company or any subsidiary
in any significant manner, in the discretion of the Committee, then the Grantee
shall forfeit all rights under and to all unexercised Grants, and under and to
all Grants to the Grantee with respect to which the Company has not yet
delivered payment or certificates for shares of Stock (as the case may be), all
of which Grants and rights shall be automatically canceled.

         16.2    FINALITY OF COMMITTEE DECISION. The decision of the Committee
                 ------------------------------
as to the cause of the Grantee's discharge from employment with the Company and
any subsidiary shall be final for purposes of the Plan, but shall not affect the
finality of the Grantee's discharge or removal by the Company or subsidiary for
any other purposes. The preceding provisions of this Section 16 shall not apply
to any Incentive Stock Option to the extent such application would result in
disqualification of the stock option as an incentive stock option under Sections
421 and 422 of the Code.

                                       11
<PAGE> 12
                                   ARTICLE 17
                                  MISCELLANEOUS

         17.1   SUBSTITUTE GRANTS. The Committee may make a Grant to an employee
                -----------------
or director of another corporation who becomes an Employee or Non-Employee
Director by reason of a corporate merger, consolidation, acquisition of stock or
property, reorganization or liquidation involving the Company or any of its
subsidiaries in substitution for a stock option or restricted stock grant made
by such corporation ("Substituted Stock Incentives"). The terms and conditions
of the substitute grant may vary from the terms and conditions required by the
Plan and from those of the Substituted Stock Incentives. The Committee shall
prescribe the provisions of the substitute grants.

         17.2   SECTION 16 LIMITATIONS. With respect to persons subject to
                ----------------------
Section 16 of the Exchange Act, it is the intent of the Company that the Plan
and all transactions under the Plan comply with all applicable provisions of
Rule 16b-3 or its successors under the Exchange Act. The Committee, as it deems
advisable, may revoke any Grant if it is contrary to law or modify a Grant to
bring it into compliance with any valid and mandatory government regulation.

         17.3   OWNERSHIP OF STOCK. A Grantee or successor Grantee shall have no
                ------------------
rights as a shareholder with respect to any shares of Company Stock covered by a
Grant until the shares are issued or transferred to the Grantee or successor
Grantee on the stock transfer records of the Company.

         17.4   HEADINGS. Section headings are for reference only. In the event
                --------
of a conflict between a title and the content of a Section, the content of the
Section shall control.

         17.5   GOVERNING LAW. The validity, construction, interpretation and
                -------------
effect of the Plan and Grant Instruments issued under the Plan shall exclusively
be governed by and determined in accordance with the law of the State of
Delaware.

                                   ARTICLE 18
                           EFFECTIVE DATE OF THE PLAN

         18.1   The Plan shall be effective as of the date of the approval of
the Plan by the Company's shareholders.



                                       12
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>6
<FILENAME>berkshireexb104sept26.txt
<TEXT>
<PAGE> 1

                                                                    EXHIBIT 10.4

                       STOCK OPTION ASSUMPTION AGREEMENT

Dear Optionee:

         On September 21, 2007 (the "Closing Date"), Factory Point Bancorp, Inc.
("Factory Point") will merge with and into Berkshire Hills Bancorp, Inc.
("Berkshire"), a Delaware corporation (the "Merger"). On the Closing Date, all
of your outstanding options to purchase shares of Factory Point common stock
granted to you under either the Factory Point Bancorp, Inc. 1999 Stock Option
Plan for Non-employee Directors, the Factory Point Bancorp, Inc. 1999 Stock
Incentive Plan and/or the Factory Point Bancorp, Inc. 2004 Stock Incentive Plan
(collectively referred to as the "plans") and documented with a stock option
agreement(s) will be assumed by Berkshire (the "Factory Point Options").

         A schedule of your Factory Point Options immediately before and after
the Merger is attached to this agreement. The number of stock options and the
exercise price of each stock option has been adjusted by the 0.5844 exchange
ratio in the Merger to: (1) to preserve, on a per share basis, the value that
existed immediately before the Merger; and (2) to the extent applicable by law,
to retain incentive stock option status (if any) under the federal tax laws.

         Unless the context otherwise requires, after the Closing Date, any
references in the plans and the stock option agreement(s) to: (1) the "Company"
or the "Corporation" means Berkshire, (2) "Stock," "Common Stock" or "Shares"
means shares of Berkshire common stock, (3) the "Board of Directors" or the
"Board" means the Board of Directors of Berkshire and (4) the "Committee" means
the Compensation Committee of the Berkshire Board of Directors. All references
in the stock option agreements and the plans relating to your status as an
employee of Factory Point will now refer to your status as an employee of
Berkshire or any present or future Berkshire subsidiary. To the extent your
stock option agreement(s) or the plans allowed you to deliver shares of Factory
Point common stock as payment for the exercise price, shares of Berkshire common
stock may be delivered in payment of the adjusted exercise price, and the period
for which such shares were held as Factory Point common stock before the Merger
will be taken into account.

         The grant date, vesting schedule and the expiration date of your
assumed Factory Point Options remain the same as set forth in your stock option
agreement(s), but the number of shares subject to each stock option has been
adjusted to reflect the Exchange Ratio, as applicable. All other provisions
which govern either the exercise or the termination of the assumed stock options
remain the same as set forth in your stock option agreement(s), and the
provisions of the stock option agreement(s) (except as expressly modified by
this agreement and the Merger) will govern and control your rights under this
agreement to purchase shares of Berkshire common stock. Upon your termination of
employment with Berkshire you will have the limited time period to exercise your
assumed stock options. INCENTIVE STOCK OPTIONS (IF ANY) EXERCISED MORE THAN
THREE MONTHS AFTER THE DATE YOU CEASE TO BE AN EMPLOYEE OF BERKSHIRE (ONE YEAR
IN THE CASE OF DEATH OR DISABILITY) WILL BE TREATED AS NON-STATUTORY STOCK
OPTIONS FOR TAX PURPOSES.


<PAGE> 2
         To exercise your assumed Factory Point Options, you must deliver to the
Berkshire Human Resources Department (1) a written notice of exercise for the
number of shares of Berkshire common stock you want to purchase, (2) the payment
by check (or previously owned shares of Berkshire common stock) equal to the
adjusted exercise price multiplied by the number of shares to be exercised, and
(3) all applicable taxes. Payment of withholding taxes (where applicable) may be
tendered in cash or shares of Berkshire common stock. The exercise notice and
payment should be delivered to the following address:

                          Berkshire Hills Bancorp, Inc.
                           Human Resources Department
                 66 West Street, Pittsfield, Massachusetts 01201

         Nothing in this agreement or your stock option agreement(s) interferes
in any way with your rights and Berkshire's rights, which rights are expressly
reserved, to terminate your employment at any time for any reason. Any future
stock options, if any, you may receive from Berkshire will be governed by the
terms of the Berkshire equity plans, and such terms may be different from the
terms of your assumed Factory Point Options, including, but not limited to, the
time period in which you have to exercise vested options after your termination
of employment.

         Please sign and date this agreement and return it promptly to the
address listed above. If you have any questions regarding this agreement or your
assumed Factory Point Options, please contact the Berkshire Human Resources
Department at (413) 236-3155.

                                        BERKSHIRE HILLS BANCORP, INC.


                                        By:
                                            ------------------------------------
                                            A duly authorized officer



                                 ACKNOWLEDGMENT

         The undersigned acknowledges receipt of the foregoing Stock Option
Assumption Agreement and understands that all rights and liabilities with
respect to each of his or her Factory Point Options hereby assumed by Berkshire
are as set forth in the stock option agreement(s) for the 1999 Director Stock
Option Plan, the 1999 Stock Incentive Plan and/or the 2004 Stock Incentive Plan
and such Stock Option Assumption Agreement.



Dated: September ____, 2007
                                           -------------------------------------
                                           ________________, Optionee


                                       2
<PAGE> 3
<TABLE>
<CAPTION>

                                                                       EXHIBIT A

                OPTIONEE'S OUTSTANDING OPTIONS TO PURCHASE SHARES
                         OF FACTORY POINT BANCORP, INC.
                                  (PRE-MERGER)
<S>                           <C>                               <C>                          <C>
      Grant Date                     Name of Plan                 Number of Options              Exercise Price
------------------------      ----------------------------      -----------------------      -----------------------






                OPTIONEE'S OUTSTANDING OPTIONS TO PURCHASE SHARES
                  OF BERKSHIRE HILLS BANCORP, INC. COMMON STOCK
                                  (POST-MERGER)

      Grant Date                     Name of Plan                 Number of Options              Exercise Price
------------------------      ----------------------------      -----------------------      -----------------------

</TABLE>
                                       3
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>7
<FILENAME>berkshireexb232sept26.txt
<TEXT>
                                                                    EXHIBIT 23.2


            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

         We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of Berkshire Hills Bancorp, Inc. of our
report dated March 13, 2007, with respect to the consolidated balance sheets of
Berkshire Hills Bancorp, Inc. and subsidiaries as of December 31, 2006 and 2005,
and the related consolidated statements of income, changes in stockholders'
equity, and cash flows for each of the years in the three-year period ended
December 31, 2006, and management's assessment of the effectiveness of internal
control over financial reporting as of December 31, 2006 and the effectiveness
of internal control over financial reporting as of December 31, 2006, which
report appears in the Annual Report on Form 10-K of Berkshire Hills Bancorp,
Inc. for the year ended December 31, 2006.


/s/ Wolf & Company, P.C.



Boston, Massachusetts
October 10, 2007


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