<SUBMISSION>
<ACCESSION-NUMBER>0000909654-07-002826
<TYPE>8-K/A
<PUBLIC-DOCUMENT-COUNT>3
<PERIOD>20070921
<ITEMS>9.01
<FILING-DATE>20071207
<DATE-OF-FILING-DATE-CHANGE>20071207
<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>8-K/A
<ACT>34
<FILE-NUMBER>000-51584
<FILM-NUMBER>071291061
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>24 NORTH ST.
<CITY>PITTSFIELD
<STATE>MA
<ZIP>01201
<PHONE>4134435601
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>24 NORTH ST
<CITY>PITTSFIELD
<STATE>MA
<ZIP>01201
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>8-K/A
<SEQUENCE>1
<FILENAME>berkshire8ka12-5.txt
<TEXT>
<Page>1


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

                                   FORM 8-K/A

                               AMENDMENT NO. 1 TO
                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

      DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): SEPTEMBER 21, 2007

                          Berkshire Hills Bancorp, Inc.
                          -----------------------------
             (Exact name of registrant as specified in its charter)

       Delaware                          0-51584                  04-3510455
       --------                          -------                  ----------
(State or other jurisdiction of        (Commission               (IRS Employer
 incorporation or organization)       File Number)           Identification No.)

                24 North Street, Pittsfield, Massachusetts 01201
                ------------------------------------------------
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code): (413) 443-5601
                                                             -------------

                                 Not Applicable
                                 --------------
          (Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))


<Page>2


ITEM 9.01.     FINANCIAL STATEMENTS AND EXHIBITS.
               ----------------------------------

      Pursuant to the requirements of Item 9.01(a)(4) and Item 9.01(b)(2) of
Form 8-K, Berkshire Hills Bancorp, Inc. ("Berkshire Hills Bancorp") hereby files
this Amendment No. 1 to its Current Report on Form 8-K initially filed with the
Securities and Exchange Commission on September 26, 2007 with the financial
information required by Item 9.01.

a.    Financial statements of businesses acquired.

      The following audited financial statements of Factory Point Bancorp, Inc.
("Factory Point Bancorp") are incorporated by reference to Berkshire Hills
Bancorp's Registration Statement on Form S-4 (SEC File No. 333-144062):

      Report of Independent Auditors

      Consolidated Balance Sheets as of December 31, 2006 and 2005

      Consolidated Statements of Income for the years ended December 31, 2006,
      2005 and 2004

      Consolidated Statement of Changes in Shareholders' Equity for the years
      ended December 31, 2006, 2005 and 2004

      Consolidated Statements of Cash Flows for the years ended December 31,
      2006, 2005 and 2004

      Notes to Consolidated Financial Statements

      The following unaudited, consolidated interim financial statements of
Factory Point Bancorp, Inc. are incorporated herein by reference to Exhibit
99.1:

      Consolidated Balance Sheets at June 30, 2007

      Consolidated Statements of Income for the six months ended June 30, 2007
      and 2006

      Consolidated Statements of Cash Flows for the six months ended June 30,
      2007 and 2006

      Notes to Consolidated Financial Statements

b.    Pro forma financial information.

      The pro forma financial information required by this Item 9.01(b) is
incorporated herein by reference to Exhibit 99.2.

c.    Exhibits.

      Exhibit Number      Description
      --------------      -----------

      99.1                Unaudited consolidated financial statements of
                          Factory Point Bancorp, Inc. as of and for the six
                          months ended June 30, 2007

      99.2                Pro forma financial information


<Page>3


                                    SIGNATURE

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                Berkshire Hills Bancorp, Inc.




Date: December 7, 2007          By: /s/ Kevin P. Riley
                                    -----------------------------------------
                                    Kevin P. Riley
                                    Executive Vice President, Treasurer and
                                      Chief Financial Officer
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>berkshire8ka991.txt
<TEXT>
<Page> 1
<TABLE>
<CAPTION>

                           FACTORY POINT BANCORP, INC.
                                 AND SUBSIDIARY
                           Consolidated Balance Sheets
                       June 30, 2007 and December 31, 2006
                                   (unaudited)
                                     Assets
                                                                                        6/30/2007         12/31/2006
                                                                                      --------------   ---------------
<S>                                                                                   <C>              <C>
Cash and due from banks                                                               $    7,572,922   $     9,143,850
Other short-term investments                                                                  67,617           194,862
                                                                                      --------------   ---------------
   Cash and cash equivalents                                                               7,640,539         9,338,712
Loans held for sale                                                                           96,476           601,987
Securities available for sale, at fair value                                              80,248,494        89,090,111
Net loans receivable                                                                     231,799,721       225,533,774
Bank premises and equipment, net                                                           5,351,798         5,561,245
Accrued interest receivable                                                                1,896,300         1,912,376
Goodwill                                                                                   2,298,707         2,298,707
Bank owned life insurance                                                                  3,869,643         3,708,996
Other assets                                                                               2,877,838         2,453,205
                                                                                      --------------   ---------------
            Total assets                                                              $  336,079,516   $   340,499,113
                                                                                      ==============   ===============
                Liabilities and Shareholders' Equity

Liabilities:
   Deposits:
      Demand deposits                                                                 $   43,725,516  $    50,631,815
      Savings, N.O.W., and money market                                                  134,037,336      135,391,290
      Time deposits under $100,000                                                        55,621,794       58,458,891
      Time deposits $100,000 and greater                                                  27,210,173       25,484,924
                                                                                      --------------  ---------------
            Total deposits                                                               260,594,819      269,966,920
                                                                                      --------------  ---------------

   Short-term borrowings:
      Securities sold under agreements to repurchase                                      22,193,599       19,872,086
      Borrowings from FHLB Boston                                                         14,750,000       17,500,000
      Borrowings from U.S. Treasury                                                        1,027,653        1,305,078
                                                                                      --------------  ---------------
            Total short-term borrowings                                                   37,971,252       38,677,164
                                                                                      --------------  ---------------
Accrued expenses and other liabilities                                                     2,639,153        2,677,828

Long-term borrowings:
      Borrowings from FHLB Boston                                                          5,347,911          353,286
                                                                                      --------------  ---------------
Total liabilities                                                                        306,553,135      311,675,198
                                                                                      --------------  ---------------

Shareholders' equity:
   Common stock, $1.00 par value; 6,000,000 shares authorized at June 30, 2007
   and December 31, 2006, respectively; 4,102,610 shares issued at June 30, 2007
   and December 31, 2006, respectively                                                     4,105,765        4,102,610
   Paid-in capital                                                                        18,793,109       18,734,232
   Retained earnings                                                                       7,221,458        6,698,736
   Accumulated other comprehensive loss                                                     (581,350)        (292,387)
   Treasury stock, at cost (9,199 and 28,698 shares at June 30, 2007 and December
   31, 2006, respectively)                                                                   (12,601)        (419,276)
                                                                                      --------------  ---------------
            Total shareholders' equity                                                    29,526,381       28,823,915
                                                                                      --------------  ---------------
            Total liabilities and shareholders' equity                                $  336,079,516  $   340,499,113
                                                                                      ==============  ===============
</TABLE>

See accompanying notes to unaudited consolidated interim financial statements.
<PAGE> 2
<TABLE>
<CAPTION>

                           FACTORY POINT BANCORP, INC.
                                 AND SUBSIDIARY
                       Consolidated Statements of Income
                    Six months ended June 30, 2007 and 2006
                                   (unaudited)

                                                                2007                    2006
                                                          ---------------       -----------------
<S>                                                       <C>                   <C>
Interest and dividend income:
   Interest and fees on loans                             $     8,595,744       $       7,723,724
   Securities available for sale                                1,901,274               1,900,481
   Other short-term investments                                    13,717                   3,064
                                                          ---------------       -----------------
         Total interest and dividend income                    10,510,735               9,627,269
                                                          ---------------       -----------------
Interest expense:
   Deposits                                                     3,134,275               2,222,005
   Short-term borrowings                                          861,597                 810,729
   Long-term debt                                                  82,558                   4,544
                                                          ---------------       -----------------
         Total interest expense                                 4,078,430               3,037,278
                                                          ---------------       -----------------
         Net interest income                                    6,432,305               6,589,991
Provision for loan losses                                              --                 390,000
                                                          ---------------       -----------------
         Net interest income after provision after
         loan  losses                                            6,432,30               6,199,991
                                                          ---------------       -----------------
Noninterest income:
   Trust service fees                                             656,338                 596,525
   Service charges on deposit accounts                            670,495                 525,151
   Other service charges                                          241,727                 220,233
   Net gain on sale of loans                                       67,877                  46,665
   Other                                                          138,772                 102,418
                                                          ---------------       -----------------
         Total noninterest income                               1,775,209               1,490,992
                                                          ---------------       -----------------
Noninterest expenses:
   Salaries and wages                                           2,026,924               1,894,384
   Employee benefits                                              742,356                 641,208
   Occupancy expenses                                             364,102                 318,174
   Equipment expenses                                             561,364                 502,806
   Other                                                        1,540,125               1,500,121
                                                          ---------------       -----------------
         Total noninterest expenses                             5,234,871               4,856,693
                                                          ---------------       -----------------
         Income before income taxes                             2,972,643               2,834,290
Income tax expense                                                755,100                 732,500
                                                          ---------------       -----------------
         Net income                                       $     2,217,543       $       2,101,790
                                                          ===============       =================
Basic earnings per share                                  $          0.54       $            0.52
Diluted earnings per share                                $          0.53       $            0.51
</TABLE>

<PAGE> 3
<TABLE>
<CAPTION>

                           FACTORY POINT BANCORP, INC.
                                 AND SUBSIDIARY
                      Consolidated Statements of Cash Flows
                    Six months ended June 30, 2007, and 2006
                                   (unaudited)


                                                                                             2007              2006
                                                                                        -------------     -------------
<S>                                                                                     <C>               <C>
Increase in cash and cash equivalents:
   Cash flows from operating activities:
      Net income                                                                        $   2,217,543     $   2,101,790
      Adjustments to reconcile net income to net cash provided by operating
      activities:
         Depreciation of bank premises and equipment                                          412,353           281,215
         Stock based compensation                                                              80,630            25,340
         Provision for loan losses                                                                  -           390,000
         Net amortization of premiums and on securities                                        69,132           101,203
         Net gain on sale of loans                                                            (71,620)          (50,553)
        Loans originated for sale                                                          (4,670,490)       (3,860,843)
        Proceeds from sale of loans held for sale                                           5,247,621         4,255,381
        Net gain on sale of other real estate owned                                                 -           (59,020)
        Net (increase) decrease in cash surrender value of bank-owned life insurance         (160,647)           14,128
        Net decrease in other assets                                                            8,812           649,275
        Net decrease in accrued expenses and other liabilities                                (22,599)         (462,857)
                                                                                        -------------     -------------
            Net cash provided by operating activities                                       3,110,735         3,385,059
                                                                                        -------------     -------------
Cash flows from investing activities:
   Proceeds from maturity and paydowns of securities available for sale                     8,115,977         5,274,486
   Proceeds from sales of securities available for sale                                       175,100           325,000
   Purchases of securities available for sale                                                (241,000)       (9,625,178)
   Net loans made to customers                                                             (6,265,947)       (7,434,802)
   Capital expenditures                                                                      (202,906)       (1,569,057)
   Proceeds from sale on other real estate owned                                                    -           151,954
                                                                                        -------------     -------------
            Net cash provided by (used in) investing activities                             1,581,224       (12,877,597)
                                                                                        -------------     -------------

Cash flows from financing activities:
   Net decrease in deposits                                                             $  (9,372,101)    $ (17,500,591)
   Net (decrease) increase in short-term borrowings                                          (705,912)       25,620,638
   Repayments of long-term borrowings from FHLB Boston                                         (5,375)           (5,243)
   Proceeds from long-term borrowings from FHLB Boston                                      5,000,000                 -
   Dividends                                                                               (1,388,932)       (1,205,427)
   Purchase of treasury stock                                                                (305,010)         (477,411)
   Issuance of treasury stock related to exercise of stock options                            387,198           242,601
                                                                                        -------------     -------------
            Net cash (used in) provided by financing activities                            (6,390,132)        6,674,567
                                                                                        -------------     -------------
            Net decrease in cash and cash equivalents                                      (1,698,173)       (2,817,971)
Cash and cash equivalents at beginning of period                                            9,338,712        12,635,890
                                                                                        -------------     -------------
Cash and cash equivalents at end of period                                              $   7,640,539         9,817,919
                                                                                        =============     =============
Additional disclosures relative to cash flows:
   Interest paid                                                                        $   3,981,930     $   3,008,213
   Taxes paid                                                                                 875,000         1,035,000
Supplemental schedule of noncash investing and financing activities:
      Adjustment of securities available for sale to fair value, net of tax                  (433,455)       (1,224,182)
See accompanying notes to unaudited consolidated interim financial statements.
</TABLE>

<PAGE> 4

                          FACTORY POINT BANCORP, INC.
               NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 1 - ORGANIZATION

Factory Point Bancorp, Inc. is a publicly-held, one-bank holding company
whose wholly-owned subsidiary, The Factory Point National Bank of Manchester
Center ("Factory Point National Bank"), maintains its corporate offices in
Manchester Center, Vermont. Factory Point Bancorp, Inc. is incorporated in
the state of Delaware. Its subsidiary, Factory Point National Bank, is
regulated by the Office of the Comptroller of the Currency. Factory Point
National Bank operates seven full-service community banking offices in
Arlington, Dorset, Ludlow, Manchester, and Rutland, Vermont. Factory Point
Bancorp, Inc.'s primary product lines include residential real estate lending
(for portfolio and sale in the secondary market), small business loan and
deposit services as well as a variety of consumer loan and deposit services.
Factory Point National Bank is chartered with trust powers and offers trust
and investment services in the markets it serves.

NOTE 2 - BASIS OF PRESENTATION

The accompanying unaudited consolidated interim financial statements of
Factory Point Bancorp, Inc. and subsidiary (the "Company") conform to
accounting principles generally accepted in the United States of America and
general practices within the banking industry. The Company utilizes the
accrual method of accounting for financial reporting purposes. The results
of operations for the interim periods presented are not necessarily
indicative of the results that may be expected for the full year.

The preparation of the unaudited consolidated interim financial statements in
conformity with accounting principles generally accepted in the United States
of America requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities, revenue and expenses, and
disclosure of contingent assets and liabilities. Actual results could differ
from those estimates.

The unaudited consolidated interim financial statements include the accounts
of Factory Point Bancorp, Inc. and Factory Point National Bank, its wholly
owned subsidiary. All significant intercompany accounts and transactions have
been eliminated. All adjustments are of a normal recurring nature. Prior
period amounts are reclassified whenever necessary to conform to the current
period presentation.

NOTE 3 - EARNINGS PER SHARE

Basic earnings per share excludes dilution and is computed by dividing income
available to common stockholders by the weighted average number of common
shares outstanding for the period. Diluted earnings per share reflects the
potential dilution that could occur if securities or other contracts to issue
common stock (such as the Company's stock options) were exercised or
converted into common stock or resulted in the issuance of common stock that
then shared in the earnings of the entity.

<Page> 5


<Table>
<Caption>

                                                               Quarter Ended
                                                        --------------------------
                                                        30-June-07      30-June-06
                                                        ----------      ----------
<s>                                                     <c>             <c>
Net income                                              $2,217,544      2,101,790
                                                        ==========      ==========
Weighted average common shares outstanding               4,089,004      4,075,075
Dilutive effect of potential common shares related to
  stock based compensation plans                            59,420         78,564
                                                        ----------      ----------
Weighted average common shares including potential
  dilution                                               4,148,429      4,153,639
                                                        ==========      ==========
Basic earnings per share                                $     0.54           0.52
Diluted earnings per share                                    0.53           0.51
</Table>

There were 8,045 and 183 anti-dilutive stock options outstanding at June 30,
2007 and 2006, respectively.

NOTE 4 - ACCUMULATED OTHER COMPREHENSIVE LOSS (IN THOUSANDS)

Comprehensive (loss) income represents the sum of net income and items of
"other comprehensive (loss) income" which are reported directly in
shareholders' equity, such as the net unrealized gain or loss on securities
available for sale.

The Company's accumulated other comprehensive gain (loss), which is included
in shareholders' equity, represents the after-tax net unrealized (loss) gain
on securities available for sale at the consolidated balance sheet date. The
Company's other comprehensive (loss) income, which is attributable to
unrealized gains and losses on securities available for sale during the
respective periods, consisted of the following amounts for the six months
ended June 30, 2007 and 2006:

<Table>
<Caption>

                                                         2007         2006
                                                     ----------    ----------
<s>                                                  <c>           <c>
Net unrealized holding losses arising during
  the period, net of taxes of ($192,642) in
  2007 and ($544,081) in 2006                        $(288,963)    $(816,121)
                                                     ==========    ==========
</Table>

Total comprehensive income for the six-months ended June 30, 2007 and 2006
was $1,928,581 and $1,285,669 respectively.

NOTE 5 - GUARANTEES

Factory Point National Bank does not issue any guarantees that would require
liability-recognition or disclosure, other than its standby letters of
credit. Standby and other letters of credit are conditional commitments
issued by the Bank to guarantee the performance of a customer to a third
party. Those guarantees are primarily issued to support public or private
borrowing arrangements, including bond financing and similar transactions.
The credit risk involved in issuing letters of credit is essentially the same
as that involved in extending loan facilities to customers. Typically, these
instruments have terms of twelve months or less. Some expire unused, and
therefore, the total amounts do not necessarily represent future cash
requirements.

For letters of credit, the amount of the collateral obtained, if any, is
based on management's credit evaluation of the counter-party. Factory Point
National Bank had approximately $1,049,000 of standby letters of credit on
June 30, 2007 and $557,000 on December 31, 2006, most of which will expire
within one year. All the letters of credit were for private borrowing
arrangements. The fair value of standby letters of credit at June 30, 2007
and December 31, 2006 was not significant.

<Page> 6

NOTE 6 - ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES

On January 1, 2007, the Company adopted FASB Interpretation No. 48,
"Accounting for Uncertainty in Income Taxes - an Interpretation of FASB
Statement No. 109" (FIN 48). The adoption of FIN 48 did not result in an
increase or decrease to the Company's income tax liability. The Company's
accounting policy calls for any interest expense and/or penalties related to
any underpayment of income taxes to be recorded as a component of the
provision for income taxes. There was no accrual for interest expense or
penalties at December 31, 2006 or at June 30, 2007.

NOTE 7 - RECENT ACCOUNTING PRONOUNCEMENTS

FASB Statement No. 157, "Fair Value Measurements" (FAS No. 157) issued in
September 2006, defines fair value, establishes a framework for measuring
fair value in United States generally accepted accounting principles (GAAP),
and expands disclosures about fair value measurements. FAS No. 157 applies
under other accounting pronouncements that require or permit fair value
measurements, the Board having previously concluded in those accounting
pronouncements that fair value is the relevant measurement attribute. The
provisions of FAS No. 157 are effective for financial statements issued for
fiscal years beginning after November 15, 2007. The adoption of this standard
is not expected to have a material effect on the Company's results of
operations or financial position.

FASB Statement No. 159, "The Fair Value Option for Financial Assets and
Financial Liabilities" (FAS No. 159) issued in February 2007, permits
entities to choose to measure eligible items at fair value at specified
election dates. A business entity shall report unrealized gains and losses
on items for which the fair value option has been elected in earnings (or
another performance indicator if the business entity does not report
earnings) at each subsequent reporting date. The fair value option may be
applied instrument by instrument, with a few exceptions, such as investments
otherwise accounted for by the equity method. The election is irrevocable
(unless a new election date occurs) and is applied only to entire instruments
and not to portions of instruments. FAS No. 159 is effective for fiscal
years beginning after November 15, 2007. The adoption of this standard is
not expected to have a material effect on the Company's results of operations
or financial position.

NOTE 8 - DEFINITIVE MERGER AGREEMENT

On May 15, 2007, the Company entered into a definitive merger agreement in
which the Company will be acquired by Berkshire Hills Bancorp, Inc.
(Berkshire Hills) in exchange for cash and common stock of Berkshire Hills.
Berkshire Hills is a corporation based in Pittsfield, Massachusetts and is
the holding company for Berkshire Bank in Pittsfield, Massachusetts. At the
effective time of the merger, the separate corporate existence of the Company
shall cease, and Factory Point National Bank will be merged into Berkshire
Bank. The transaction is subject to the approval of the shareholders of both
companies, as well as state and federal regulatory agencies.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>3
<FILENAME>berkshire8ka99-2.txt
<TEXT>
<Page>1


                         PRO FORMA FINANCIAL INFORMATION

      The following unaudited pro forma consolidated condensed combined balance
sheet as of June 30, 2007 and the unaudited pro forma consolidated condensed
combined statements of income for the six months ended June 30, 2007 and the
year ended December 31, 2006 give effect to the pending merger.

      The unaudited pro forma consolidated condensed combined financial
information is based on the historical consolidated financial statements of
Berkshire Hills Bancorp and Factory Point Bancorp under the assumptions and
adjustments set forth in the accompanying notes. The unaudited pro forma
consolidated condensed combined balance sheet gives effect to the merger as if
the merger had been consummated at June 30, 2007. The unaudited pro forma
consolidated condensed combined statements of income give effect to the merger
as if the merger had been completed at the beginning of the periods presented.

      You should read the unaudited pro forma consolidated condensed combined
financial statements in conjunction with the historical consolidated financial
statements of Berkshire Hills Bancorp that are incorporated by reference into
this document and of Factory Point Bancorp that appear elsewhere in this
document. The pro forma information is not necessarily indicative of the
combined financial position or the results of operations in the future or of the
combined financial position or the results of operations that would have been
realized had the merger been consummated during the periods or as of the dates
for which the pro forma information is presented.

      Pro forma per share amounts for the combined company are based on the
exchange ratio of 0.5844 set forth in the Agreement and Plan of Merger.


<Page>2

          BERKSHIRE HILLS BANCORP, INC. AND FACTORY POINT BANCORP, INC.
        UNAUDITED PRO FORMA CONSOLIDATED CONDENSED COMBINED BALANCE SHEET
                               AS OF JUNE 30, 2007

<Table>
<Caption>

                                              Historical
                                   -------------------------------
                                   Berkshire Hills   Factory Point  Pro Forma    Pro Forma
(in thousands)                         Bancorp           Bancorp    Adjustment    Combined
---------------------------------- ---------------  --------------  ----------  -----------
<S>                                <C>              <C>             <C>         <C>
ASSETS
Cash and securities                $   249,677      $ 87,889        $     --    $  337,566
Net loans                             1,711,09       231,800          (5,300)     1,937,59
Goodwill                               105,051         2,299          56,200 (3)   163,550
Other intangibles                       15,474            --           8,400 (4)    23,874
Other assets                            88,339        14,091          (1,300)(5)   101,130
                                   -----------      --------        --------    ----------
Total assets                       $ 2,169,632      $336,079        $ 58,000    $2,563,711
                                   ===========      ========        ========    ==========
LIABILITIES AND STOCKHOLDERS'
  EQUITY
Deposits                           $ 1,528,514      $260,595        $     --    $1,789,109
Borrowings                             353,083        43,319              --       396,402
Subordinated debentures                 15,464            --          23,000 (6)    38,464
Other liabilities                        6,219         2,639              --         8,858
                                   -----------      --------        --------    ----------
Total liabilities                     1,903,28       306,553          23,000     2,232,833

Common stock                               106         4,106          (4,083)(7)       129
Additional paid-in capital             202,441        18,793          45,710 (7)   266,944
Unearned compensation                   (2,805)           --              -- (7)    (2,805)
Retained earnings                      112,621         7,221          (7,221)(7)   112,621
Net accumulated other
  comprehensive income/(loss)           (1,274)         (581)            581 (7)    (1,274)
Treasury stock at cost                 (44,737)          (13)             13 (7)   (44,737)
                                   -----------      --------        --------    ----------
Total stockholders' equity             266,352        29,526          35,000       330,878
                                   -----------      --------        --------    ----------
Total liabilities and
  stockholders' equity             $ 2,169,632      $336,079        $ 58,000    $2,563,711
                                   ===========      ========        ========    ==========

</Table>

See Notes to the Unaudited Pro Forma Consolidated Condensed Combined
Financial Statements

<Page>3


          BERKSHIRE HILLS BANCORP, INC. AND FACTORY POINT BANCORP, INC.
     UNAUDITED PRO FORMA CONSOLIDATED CONDENSED COMBINED STATEMENT OF INCOME
                         SIX MONTHS ENDED JUNE 30, 2007

<Table>
<Caption>

                                                    Historical
                                         ------------------------------
                                         Berkshire Hills  Factory Point   Pro Forma   Pro Forma
(In thousands, except per share data)        Bancorp         Bancorp      Adjustment   Combined
--------------------------------------  ----------------  -------------   ----------  ----------
<S>                                     <C>               <C>             <C>         <C>
INTEREST AND DIVIDEND INCOME
Loans                                    $    57,674       $  8,596       $    300 (2) $66,570
Investments and other                          5,790          1,915             --       7,705
                                         -----------       --------       --------    --------
Total interest and dividend income            63,464         10,511            300      74,275
INTEREST EXPENSE
Deposits                                      24,267          3,134             --      27,401
Borrowings                                     8,969            944            850 (6)  10,763
                                         -----------       --------       --------    --------
Total interest expense                        33,236          4,078            850      38,164
                                         -----------       --------       --------    --------
NET INTEREST INCOME                           30,228          6,433           (550)     36,111
NON-INTEREST INCOME
Fee income                                    14,323          1,326             --      15,649
Gain on securities                                81             --             --          81
Other non-interest income                        726            448             --       1,174
                                         -----------       --------       --------    --------
Total non-interest income                     15,130          1,774             --      16,904
                                         -----------       --------       --------    --------
TOTAL NET REVENUE                             45,358          8,207           (550)     53,015
PROVISION FOR LOAN LOSSES                        850             --             --         850
NON-INTEREST EXPENSE
Salaries and employee benefits                16,741          2,769           (800)     18,710
Occupancy and equipment                        4,871            925             --       5,796
Non-recurring expense                            153             --             --         153
Other non-interest expense                     8,747          1,540            100 (8)  10,387
                                         -----------       --------       --------    --------
Total non-interest expense                    30,512          5,234           (700)     35,046
                                         -----------       --------       --------    --------
Income before income taxes                    13,996          2,973            150 (8)  17,119
Income tax expense                             4,478            755             50       5,283
                                         -----------       --------       --------    --------
NET INCOME                               $     9,518       $  2,218       $    100    $ 11,836
                                         ===========       ========       ========    ========
BASIC EARNINGS PER SHARE                 $      1.09       $   0.54                   $   1.12
DILUTED EARNINGS PER SHARE               $      1.07       $   0.53                   $   1.09
Weighted average common shares
Basic                                          8,697          4,089          1,914      10,611
Diluted                                        8,855          4,152          1,978      10,833

</Table>

See Notes to the Unaudited Pro Forma Consolidated Condensed Combined
Financial Statements

<Page>3

          BERKSHIRE HILLS BANCORP, INC. AND FACTORY POINT BANCORP, INC.
     UNAUDITED PRO FORMA CONSOLIDATED CONDENSED COMBINED STATEMENT OF INCOME
                          YEAR ENDED DECEMBER 31, 2006

<Table>
<Caption>

                                                    Historical
                                         ------------------------------
                                         Berkshire Hills  Factory Point   Pro Forma   Pro Forma
(In thousands, except per share data)        Bancorp         Bancorp      Adjustment   Combined
--------------------------------------  ----------------  -------------   ----------  ----------
<S>                                     <C>               <C>             <C>         <C>

Loans                                    $ 100,836        $  16,312       $  600 (2)  $117,748
Investments and other                       17,215            3,889           --        21,104
                                         ----------------  -------------  ----------  ----------
Total interest and dividend income         118,051           20,201          600       138,852
INTEREST EXPENSE
Deposits                                    41,044            5,064           --        46,108
Borrowings                                  16,767            1,943        1,700 (6)    20,410
                                         ----------------  -------------  ----------  ----------
Total interest expense                      57,811            7,007        1,700        66,518
                                         ----------------  -------------  ----------  ----------
NET INTEREST INCOME                         60,240           13,194       (1,100)       72,334
NON-INTEREST INCOME
Fee income                                  13,539            2,846           --        16,385
Loss on securities                          (3,130)              --           --        (3,130)
Other non-interest income                    1,639              258           --         1,897
                                         ----------------  -------------  ----------  ----------
Total non-interest income                   12,048            3,104           --        15,152
                                         ----------------  -------------  ----------  ----------
TOTAL NET REVENUE                           72,288           16,298       (1,100)       87,486
PROVISION FOR LOAN LOSSES                    7,860              390           --         8,250
NON-INTEREST EXPENSE
Salaries and employee benefits              24,708            5,148       (1,600) (8)   28,256
Occupancy and equipment                      7,699            1,733           --         9,432
Non-recurring expense                        1,510               --           --         1,510
Other non-interest expense                  14,951            3,009          200 (8)    18,160
                                         ----------------  -------------  ----------  ----------
Total non-interest expense                  48,868            9,890       (1,400)       57,358
                                         ----------------  -------------  ----------  ----------
Income from continuing operations
  before income taxes                       15,560            6,018          300 (8)    21,878
Income tax expense                           4,668            1,553          100         6,321
                                         ----------------  -------------  ----------  ----------
INCOME FROM CONTINUING OPERATIONS           10,892            4,465          200        15,557
Income from discontinued
  operations before income taxes               606               --           --           606
Income tax expense                             235               --           --           235
                                         ----------------  -------------  ----------  ----------
NET INCOME FROM DISCONTINUED
  OPERATIONS                                   371               --           --           371
                                         ----------------  -------------  ----------  ----------
NET INCOME                               $  11,263        $  4,465        $   200     $ 15,928
                                         ================  =============  ==========  ===========
BASIC EARNINGS PER SHARE
Continuing operations                    $    1.28        $   1.10                    $   1.49
Discontinued operations                       0.04              --                        0.03
                                         ----------------  -------------  ----------  ----------
TOTAL                                    $    1.32        $   1.10                    $   1.52
                                         ================  =============  ==========  ===========
DILUTED EARNINGS PER SHARE
Continuing operations                   $    1.25         $   1.08                    $   1.46
Discontinued operations                      0.04               --                        0.03
                                         ----------------  -------------  ----------  ----------
TOTAL                                   $    1.29         $   1.08                    $   1.49
                                         ================  =============  ==========  ===========
Weighted average common shares
Basic                                       8,538            4,073          1,914       10,452
Diluted                                     8,730            4,150          1,978       10,708

</Table>

See Notes to the Unaudited Pro Forma Consolidated Condensed Combined
Financial Statements


<Page>4

          BERKSHIRE HILLS BANCORP, INC. AND FACTORY POINT BANCORP, INC.
                    NOTES TO UNAUDITED PRO FORMA CONSOLIDATED
                     CONDENSED COMBINED FINANCIAL STATEMENTS

NOTE 1

      The unaudited pro forma consolidated condensed combined ("pro forma
combined") balance sheet of Berkshire Hills Bancorp and Factory Point Bancorp at
June 30, 2007 has been prepared as if the merger had been consummated on that
date. The pro forma combined statements of income for the six months ended June
30, 2007 and year ended December 31, 2006 have been prepared as if the merger
had been consummated at the beginning of the periods presented. The pro forma
combined financial statements are based on the historical financial statements
of Berkshire Hills Bancorp and Factory Point Bancorp and give effect to the
merger under the purchase method of accounting and the assumptions and
adjustments in the notes that follow.

      Certain reclassifications have been made to Factory Point Bancorp's
financial information to conform to Berkshire Hills Bancorp's financial
information.

NOTE 2

      The only material estimated purchase accounting adjustment to record the
existing assets and liabilities of Factory Point Bancorp at fair value is a $5.3
million estimated discount for net loans based on the Factory Point Bancorp
financial statements at December 31, 2006. This estimated fair value and
resulting net discount, for purposes of these pro forma combined financial
statements, is being accreted to interest income on a straight line basis over
approximately nine years. The actual discount will be accreted to interest
income to produce a constant yield to maturity.

NOTE 3

      The components of the purchase price of Factory Point Bancorp are as
follows:

(in thousands, except per share data)

<Table>
<Caption>

<s>                                                                          <c>
Purchase Price of Factory Point Bancorp
Factory Point Bancorp common stock outstanding                                 4,105 (a)
Exchange ratio (80% stock consideration converted at 0.5844 exchange ratio)   0.4675
Total Berkshire Hills Bancorp common stock to be issued                        1,919

Purchase price per Berkshire Hills Bancorp common shares                     $61,989  (b)
Estimated value of converted Factory Point stock options                       2,740
Cash payment to Factory Point Bancorp shareholders (20% cash consideration
  at $19.50 per share)                                                        16,009  (c)
Estimated transaction costs, net of 33% tax                                    6,816  (c)
                                                                             -------
Total purchase price                                                         $87,554
                                                                             =======

</Table>

(a) Based on shares of Factory Point Bancorp common stock outstanding as of
    March 31, 2007.

(b) Based on the $32.30 average per share closing price of Berkshire Hills
    Bancorp common stock from May 11, 2007 through May 17, 2007.

(c) Estimated transaction costs include severance, contract terminations and
    professional fees.

<Page>5

      Goodwill is calculated as the difference between the total purchase price
and the net fair value of assets and liabilities acquired, including the fair
value of identified intangible assets and related tax adjustments.

      The pro forma combined financial statements do not include indirect merger
costs which are estimated in the range of $1.0 to $2.0 million, after tax
effects, for systems conversion and integration expenses. It is anticipated that
these expenses will be recorded around the time of the merger date.

NOTE 4

      Other intangibles include an estimated core deposit intangible of $8.0
million, and the value of non-compete agreements and other intangible assets of
$0.4 million. The core deposit intangible is estimated to have an estimated
useful life of eight years and is amortized over this estimated useful life on a
straight-line basis. The other intangible assets are amortized on a
straight-line basis over a three year period.

NOTE 5

      The adjustment to other assets is the estimated change in the net deferred
tax asset based on the other pro forma adjustments.

NOTE 6

      The increase in subordinated debentures is based on a projected issuance
of $23.0 million in junior subordinated debentures to finance the $16.0 million
cash consideration to shareholders and the $7.0 million in estimated direct
costs of the merger, net of taxes. Interest expense includes the estimated
interest cost of this financing. The actual form of this financing may be
different from this assumption, based on capital market conditions.

NOTE 7

      Under the purchase method of accounting, the equity accounts of Factory
Point are eliminated. Common stock is adjusted to include the $19 thousand par
value of the 1.9 million common shares to be issued as part of the purchase
consideration. Additional paid-in capital is adjusted for the value of the
common stock issued, in excess of the par value, along with the $2.7 million
estimated value of Berkshire Hills Bancorp stock options issued in exchange for
Factory Point Bancorp options.

NOTE 8

      It is anticipated that there will be operating cost savings approximating
$2.5 million, which will be partially offset by $1.1 million in increased
amortization related to increased intangible assets. The allocation of operating
cost savings is an estimate subject to further change. The net tax rate related
to merger related changes in net income is estimated at approximately 33%.

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